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USA Statutes : arizona
Title : Corporations and Associations
Chapter : RECORDS AND REPORTS-NONPROFIT CORPORATIONS
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10-11601 Corporate records
A. A corporation shall keep as permanent records minutes of all meetings of its
members and board of directors, a record of all actions taken by the members or board of
directors without a meeting and a record of all actions taken by a committee of the board
of directors on behalf of the corporation.
B. A corporation shall maintain appropriate accounting records.
C. A corporation or its agent shall maintain a record of its members in a form that
permits preparation of a list of the names and addresses of all members and in
alphabetical order by class of membership showing the number of votes each member is
entitled to cast and the class of memberships held by each member.
D. A corporation shall maintain its records in written form or in another form
capable of conversion into written form within a reasonable time.
E. A corporation shall keep a copy of all of the following records at its principal
office, at its known place of business or at the office of its statutory agent:
1. Its articles or restated articles of incorporation and all amendments to them
currently in effect.
2. Its bylaws or restated bylaws and all amendments to them currently in effect.
3. Resolutions adopted by its board of directors relating to the characteristics,
qualifications, rights, limitations and obligations of members or any class or category
of members.
4. The minutes of all members' meetings and records of all actions taken by members
without a meeting for the past three years.
5. All written communications to members generally within the past three years,
including the financial statements furnished for the past three years under section
10-11620.
6. A list of the names and business addresses of its current directors and
officers.
7. Its most recent annual report delivered to the commission under section
10-11622.
8. An agreement among members under section 10-3732.
F. Notwithstanding this chapter, a condominium association shall comply with title
33, chapter 9 and a planned community association shall comply with title 33, chapter 16
to the extent that this chapter is inconsistent with title 33, chapters 9 and 16.
10-11602 Inspection of records by members; applicability
A. Subject to subsections E and F of this section, any member who has been a member
of record at least six months immediately preceding its demand is entitled to inspect and
copy any of the records of the corporation described in section 10-11601, subsection E
during regular business hours at the corporation's principal office, if the member gives
the corporation written notice of its demand as provided in section 10-3141 at least five
business days before the date on which the member wishes to inspect and copy.
B. Subject to subsections E and F of this section, a member who has been a member
of record at least six months immediately preceding its demand is entitled to inspect and
copy any of the following records of the corporation during regular business hours at a
reasonable location specified by the corporation, if the member meets the requirements of
subsection C of this section and gives the corporation written notice of its demand as
provided in section 10-3141 at least five business days before the date on which the
member wishes to inspect and copy the following:
1. Excerpts from any records required to be maintained under section 10-11601,
subsection A, to the extent not subject to inspection under subsection A of this section.
2. Accounting records of the corporation.
3. Subject to section 10-11605, the membership list described in section 10-11601,
subsection C.
4. The corporation's most recent financial statements showing in reasonable detail
its assets and liabilities and the results of its operations.
C. A member may inspect and copy the records identified in subsection B of this
section only if the following conditions are met:
1. The member's demand is made in good faith and for a proper purpose.
2. The member describes with reasonable particularity the member's purpose and the
records the member desires to inspect.
3. The records are directly connected with the member's purpose.
D. This section does not affect either:
1. The right of a member to inspect records under section 10-3720 or, if the member
is in litigation with the corporation, to the same extent as any other litigant.
2. The power of a court, independently of chapters 24 through 40 of this title, to
compel the production of corporate records for examination on proof by a member of proper
purpose.
E. The articles of incorporation or bylaws of a corporation organized primarily for
religious purposes may limit or abolish the right of a member under this section to
inspect and copy any corporate record.
F. Unless the board of directors has provided express permission to the member, a
member of a corporation that is a rural electric cooperative is not entitled to inspect
or copy any records, documents or other materials that are maintained by or in the
possession of the corporation and that relate to any of the following:
1. Personnel matters or a person's medical records.
2. Communications between an attorney for the corporation and the corporation.
3. Pending or contemplated litigation.
4. Pending or contemplated matters relating to enforcement of the corporation's
documents or rules.
G. Sections 33-1258 and 33-1805, relating to association financial and other
records, apply to any corporation that is a condominium as defined in section 33-1202 or
a planned community as defined in section 33-1802.
H. This section does not apply to timeshare plans or associations that are subject
to title 33, chapter 20. 10-11603 Scope of inspection rights; charge
A. A member's agent or attorney has the same inspection and copying rights as the
member the agent or attorney represents.
B. The right to copy records under section 10-11602 includes, if reasonable, the
right to receive copies made by photographic, xerographic or other means.
C. The corporation may impose a reasonable charge covering the costs of labor and
material for copies of any documents provided to the member. The charge shall not exceed
the estimated cost of production or reproduction of the records.
D. The corporation may comply with a member's demand to inspect the record of
members under section 10-11602, subsection B, paragraph 3 by providing the member with a
list of the corporation's members that was compiled no earlier than the date of the
member's demand.
10-11604 Court ordered inspection
A. If a corporation does not allow a member who complies with section 10-11602,
subsection A to inspect and copy any records required by that subsection to be available
for inspection, the court in the county where the corporation's known place of business
is located may summarily order inspection and copying of the records demanded at the
corporation's expense upon application of the member.
B. If a corporation does not allow within a reasonable time a member to inspect and
copy any other record, the member who complies with section 10-11602, subsections B and C
may apply to the court in the county where the corporation's known place of business is
located for an order to permit inspection and copying of the records demanded. The court
shall dispose of an application under this subsection on an expedited basis.
C. If the court orders inspection and copying of the records demanded, it shall
also order the corporation to pay the member's costs, including reasonable attorney fees,
incurred to obtain the order, unless the corporation proves that it refused inspection in
good faith because it had a reasonable basis for doubt about the right of the member to
inspect the records demanded. The court may order a member to pay all or a portion of
the corporation's costs, including reasonable attorney fees, if the demand to inspect is
denied in whole or in material part.
D. If the court orders inspection and copying of the records demanded, it may
impose reasonable restrictions on the use or distribution of the records by the demanding
member.
10-11605 Limitations on use of membership list; applicability
A. Without the consent of the board of directors, no person may obtain or use a
membership list or any part of the membership list for any purpose unrelated to a
member's interest as a member.
B. Without the consent of the board of directors, the membership list or any part
of the membership list shall not be:
1. Used to solicit money or property, unless the money or property will be used
solely to solicit the votes of the members in an election to be held by the corporation.
2. Used for any commercial purpose.
3. Sold to or purchased by any person.
C. This section does not apply to timeshare plans or associations that are subject
to title 33, chapter 20. 10-11620 Financial statements for members
A. Except as provided in the articles of incorporation or bylaws of a corporation
organized primarily for religious purposes, a corporation on written demand from a member
shall furnish that member its latest annual financial statements that may be consolidated
or combined statements of the corporation and one or more of its subsidiaries or
affiliates, as appropriate, and that include a balance sheet as of the end of the fiscal
year and statement of operations for that year. If financial statements are prepared for
the corporation on the basis of generally accepted accounting principles, the annual
financial statements shall also be prepared on that basis.
B. If the annual financial statements are reported on by a certified public
accountant, that report shall accompany them. If not, the statements shall be
accompanied by a statement of the president or the person responsible for the
corporation's accounting records both:
1. Stating that person's reasonable belief whether the statements were prepared on
the basis of generally accepted accounting principles and, if not, describing the basis
of preparation.
2. Describing any respects in which the statements were not prepared on a basis of
accounting consistent with the statements prepared for the preceding year.
10-11621 Report of indemnification to members
If a corporation indemnifies or advances expenses to a director under sections
10-3851 through 10-3854, the corporation shall report the indemnification or advance in
writing to the members with or before the notice of the next meeting of members. Failure
to report under this section does not invalidate otherwise valid indemnification.
10-11622 Annual report
A. Each domestic corporation and each foreign corporation authorized to conduct
affairs in this state shall deliver to the commission for filing an annual report that
sets forth all of the following:
1. The name of the corporation and the state or country under whose law it is
incorporated.
2. The address of its known place of business and the name and address of its agent
in this state.
3. The address of its principal office.
4. The names and business addresses of its directors and principal officers.
5. A brief description of the nature of its activities.
6. Whether or not it has members.
7. A certificate of disclosure containing the information set forth in section
10-3202, subsection D.
8. A statement that all corporate income tax returns required by title 43 have been
filed with the department of revenue.
9. A statement of its financial condition.
B. The information in the annual report shall be current as of the date the annual
report is executed on behalf of the corporation.
C. The annual report for all corporations shall be delivered to the commission for
filing, and the annual fee shall be paid on or before the date assigned by the
commission. The commission may stagger the annual report filing date for all
corporations and adjust the annual fee on a pro rata basis. The corporation shall
deliver the annual report to the commission for filing each subsequent year in the
anniversary month on the date assigned by the commission. If a corporation is unable to
file the annual report required by this section on or before the date prescribed by this
section, the corporation may file, but only on or before this date, a written request
with the commission for an extension of time, not to exceed six months, in which to file
the annual report. The request for an extension of time shall be accompanied by the
annual registration fee required by law. After filing the request for an extension of
time and on receipt of the annual registration fee, the commission shall grant the
request.
D. If an annual report does not contain the information requested by this section,
the commission shall promptly notify the reporting domestic or foreign corporation in
writing and shall return the report to it for correction. If the report is corrected to
contain the information required by this section and delivered to the commission within
thirty days after the effective date of notice, it is deemed to be timely filed.
E. Any corporation that is exempt from the requirement of filing an annual report
shall deliver annually a certificate of disclosure containing the information set forth
in section 10-3202, subsection D, executed by any two executive officers or directors of
the corporation on or before May 31. If the certificate is not delivered within ninety
days after the due date of the annual report or within ninety days after May 31 in the
case of any corporation that is exempt from the requirement of filing an annual report,
the commission shall initiate administrative dissolution of that corporation or revoke
the application for authority of that corporation in accordance with chapters 24 through
40 of this title.
10-11623 Statement of bankruptcy or receivership; interrogatories before subsequent incorporation; violation; classification; definition
A. On the filing of a petition for bankruptcy or the appointment of a receiver for
any corporation, the corporation shall deliver a statement to the commission listing:
1. All officers, directors and trustees of the corporation within one year of
filing the petition for bankruptcy or the appointment of a receiver.
2. Whether any such person has been an officer, director or trustee of any other
corporation within one year of the bankruptcy or receivership of the other corporation.
3. If the answer in paragraph 2 of this subsection is in the affirmative, for each
such corporation the following information:
(a) Name and address.
(b) States in which it:
(i) Was incorporated.
(ii) Conducted affairs.
(c) Dates of operation.
B. The commission shall maintain a suitably indexed list of all such persons. The
index shall be a public record of the commission for purposes of title 39.
C. On receipt of the articles of incorporation of a new corporation or application
for authority to conduct affairs by a foreign corporation, the commission shall determine
whether any person, proposed as an officer, director, trustee or incorporator of the new
or foreign corporation has been involved two or more times in a corporate bankruptcy,
receivership, administrative dissolution, revocation or judicial dissolution commenced by
any state. If so, the commission shall direct detailed interrogatories to those persons
requiring any additional relevant information deemed necessary by the commission and at
the same time provide public notice of the interrogatory procedure. Any person may
request additional interrogatories or may provide additional information to the
commission. The interrogatories shall be completely answered within thirty days after
mailing. With respect to corporations incorporated or seeking authority to conduct
affairs, articles of incorporation or application for authority shall not be filed until
all outstanding interrogatories have been answered to the satisfaction of the commission.
D. Any applicant for filing articles of incorporation authority to conduct affairs
who is dissatisfied with a determination of the commission or any other proceeding under
this section may demand and the commission or its designee shall convene a public
hearing at the county seat of the county of the corporate headquarters of the proposed
corporation. The commission shall give public notice of the hearing at least twenty days
before the hearing by publication in a newspaper of general circulation in any county in
which a relevant prior bankruptcy or receivership occurred.
E. On a quarterly updated basis the commission shall provide the attorney general
with a copy of statements furnished pursuant to subsection A and answers to
interrogatories propounded pursuant to subsection C.
F. Any person or corporation failing to comply with the requirements of this
section is guilty of a class 1 misdemeanor. Any person making a false statement or
giving false information pursuant to this section is guilty of a class 5 felony.
10-11630 Certificate of good standing; license and registration renewal
If a state agency can confirm through the commission that an applicant for renewal
of a license or registration is entitled to the issuance of a certificate of good
standing at the time of the inquiry, the agency shall not require an applicant to obtain
a certificate.
10-11631 Civil liability for false statements
A. If any report, certificate or other statement made or public notice given by the
officers or directors of a corporation is false in a material representation or if any
book, record or account of the corporation is knowingly or wrongfully altered, the
officers, directors or agents knowingly or wrongfully authorizing, signing or making the
false report, certificate, other statement or notice or authorizing or making the
wrongful alteration are jointly and severally personally liable to a person who has
become a creditor or member of the corporation on the faith of the false material
representation or alteration for all damages resulting.
B. An action for the liability imposed by this section shall be commenced within
two years after discovery of the false representation or alteration and within six years
after the certificate, report, public notice or other statement or the alteration has
been made or given by the officers, directors or agents of the corporation.
10-11632 Interrogatory or signature violations; corporate records; classification
A. A person who knowingly fails or refuses within the time prescribed by this
chapter to answer truthfully any interrogatories propounded to that person by the
commission in accordance with this chapter or who signs any articles, statement, report,
application or other document filed with the commission that is known to the person as
false in any material respect is guilty of a class 5 felony.
B. A person who with the intent to defraud or deceive knowingly falsifies, alters,
steals, destroys, mutilates, defaces, removes or secretes the books, records or accounts
of a corporation is guilty of a class 5 felony.
10-11633 Interrogatories by the commission
The commission may propound to any domestic or foreign corporation subject to
chapters 24 through 40 of this title and to any officer or director of the corporation
interrogatories as may be reasonably necessary and proper to enable it to ascertain
whether the corporation complied with all of the provisions of chapters 24 through 40 of
this title applicable to the corporation. The interrogatories shall be answered within
thirty days after the mailing of the interrogatories or within an additional time fixed
by the commission, and the answers to the interrogatories shall be full and complete and
shall be made in writing and under oath. If the interrogatories are directed to an
individual they shall be answered by the individual, and if directed to a corporation
they shall be answered by the president, vice-president, secretary or assistant secretary
of the corporation. The commission need not file any document to which the
interrogatories relate until the interrogatories have been answered as provided in this
section, and not then if the answers to the interrogatories disclose that the document is
not in conformity with the provisions of chapters 24 through 40 of this title. The
commission shall certify to the attorney general, for such action as the attorney general
deems appropriate, all interrogatories and answers to the interrogatories that disclose a
violation of any of the provisions of chapters 24 through 40 of this title.
10-11634 Information disclosed by interrogatories
Interrogatories propounded by the commission and the answers to the interrogatories
shall not be open to public inspection and the commission shall not disclose any facts or
information obtained from the interrogatories and answers except if its official duty
requires the facts or information to be made public or if the interrogatories or the
answers are required for evidence in any criminal proceeding or in any other action by
this state.
10-11635 Certified copies received in evidence
All copies of documents delivered to and filed by the commission in accordance with
chapters 24 through 40 of this title when certified by it shall be taken and received in
all courts, public offices and official bodies as prima facie evidence of the facts
stated in the documents. A certificate by the commission under seal as to the existence
or nonexistence of the facts relating to corporations shall be taken and received in all
courts, public offices and official bodies as prima facie evidence of the existence or
nonexistence of the facts stated in the certificate.
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