Corporations Other Than Municipal

1. "Corporation" defined; right to sue and suitability

Section 1. The term "corporation," as used in this article, shall be construed to include all associations and joint stock companies having any powers or privileges of corporations not possessed by individuals or co-partnerships, and all corporations shall have the right to sue and shall be subject to be sued, in all courts, in like cases as natural persons.

 2. Formation under general laws; change of laws; regulation

Section 2. Corporations may be formed under general laws, but shall not be created by special acts. Laws relating to corporations may be altered, amended, or repealed at any time, and all corporations doing business in this state may, as to such business, be regulated, limited, and restrained by law.

 3. Existing charters

Section 3. All existing charters under which a bona fide organization shall not have taken place and business commenced in good faith within six months from the time of the approval of this Constitution shall thereafter have no validity.

 4. Restriction to business authorized by charter or law

Section 4. No corporation shall engage in any business other than that expressly authorized in its charter or by the law under which it may have been or may hereafter be organized.

 5. Foreign corporations; transaction of business

Section 5. No corporation organized outside of the limits of this state shall be allowed to transact business within this state on more favorable conditions than are prescribed by law for similar corporations organized under the laws of this state; and no foreign corporation shall be permitted to transact business within this state unless said foreign corporation is by the laws of the country, state, or territory under which it is formed permitted to transact a like business in such country, state, or territory.

 6. Stocks; bonds

Section 6. No corporation shall issue stock, except to bona fide subscribers therefor or their assignees; nor shall any corporation issue any bond, or other obligation, for the payment of money, except for money or property received or for labor done. The stock of corporations shall not be increased, except in pursuance of a general law, nor shall any law authorize the increase of stock of any corporation without the consent of the person or persons holding the larger amount in value of the stock of such corporation, nor without due notice of the proposed increase having been given as may be prescribed by law. All fictitious increase of stock or indebtedness shall be void.

 7. Lease or alienation of franchise

Section 7. No corporation shall lease or alienate any franchise so as to relieve the franchise, or property held thereunder, from the liabilities of the lessor, or grantor, lessee, or grantee, contracted or incurred in the operation, use, or enjoyment of such franchise or of any of its privileges.

 8. Filing of articles of incorporation; place of business; agent for service of process; venue

Section 8. No domestic or foreign corporation shall do any business in this state without having filed its articles of incorporation or a certified copy thereof with the corporation commission, and without having one or more known places of business and an authorized agent, or agents, in the state upon whom process may be served. Suit may be maintained against a foreign corporation in the county where an agent of such corporation may be found, or in the county where the cause of action may arise.

 9. Eminent domain; taking corporate property and franchises for public use

Section 9. The right of exercising eminent domain shall never be so abridged or construed as to prevent the state from taking the property and the franchises of incorporated companies and subjecting them to public use the same as the property of individuals.

 10. Elections for directors or managers

Section 10. In all elections for directors or managers of any corporation, each shareholder shall have the right to cast as many votes in the aggregate as he shall be entitled to vote in said company under its charter multiplied by the number of directors or managers to be elected at such election; and each shareholder may cast the whole number of votes, either in person or by proxy, for one candidate, or distribute such votes among two or more such candidates; and such directors or managers shall not be elected otherwise.

 11. Liability of stockholders

Section 11. LIABILITY OF STOCKHOLDERS. The shareholders or stockholders of every banking or insurance corporation or association shall be held individually responsible, equally and ratably, and not one for another, for all contracts, debts, and engagements of such corporation or association, to the extent of the amount of their stock therein, at the par value thereof, in addition to the amount invested in such shares or stock; provided, however, that the shareholders or stockholders of any banking corporation or association which is a member of the federal deposit insurance corporation or any successor thereto or other insuring instrumentality of the United States in accordance with the provisions of any applicable law of the United States of America, shall not be liable for any amount in addition to the amount already invested in such shares or stock.

 12. Officers of banking institutions; individual responsibility

Section 12. Any president, director, manager, cashier, or other officer of any banking institution who shall receive, or assent to, the reception of any deposits after he shall have knowledge of the fact that such banking institution is insolvent or in failing circumstances shall be individually responsible for such deposits.

 13. Want of legal organization as a defense

Section 13. No persons acting as a corporation under the laws of Arizona shall be permitted to set up, or rely upon, the want of a legal organization as a defense to any action which may be brought against them as a corporation, nor shall any person or persons who may be sued on a contract now or hereafter made with such corporation, or sued for any injury now or hereafter done to its property, or for a wrong done to its interests, be permitted to rely upon such want of legal organization in his or their defense.

 14. Legislative power to impose conditions

Section 14. This article shall not be construed to deny the right of the legislative power to impose other conditions upon corporations than those herein contained.

 15. Monopolies and trusts

Section 15. Monopolies and trusts shall never be allowed in this state and no incorporated company, co-partnership or association of persons in this state shall directly or indirectly combine or make any contract, with any incorporated company, foreign or domestic, through their stockholders or the trustees or assigns of such stockholders or with any co-partnership or association of persons, or, in any manner whatever, to fix the prices, limit the production, or regulate the transportation of any product or commodity. The legislature shall enact laws for the enforcement of this section by adequate penalties, and in the case of incorporated companies, if necessary for that purpose, may, as a penalty declare a forfeiture of their franchises.

 16. Records, books, and files; visitorial and inquisitorial powers of state

Section 16. The records, books, and files of all public service corporations, state banks, building and loan associations, trust, insurance, and guaranty companies shall be at all times liable and subject to the full visitorial and inquisitorial powers of the state, notwithstanding the immunities and privileges secured in the declaration of rights of this Constitution to persons, inhabitants, and citizens of this state.

 17. Fees; reports; licensing of foreign corporations

Section 17. Provision shall be made by law for the payment of a fee to the state by every domestic corporation, upon the grant, amendment, or extension of its charter, and by every foreign corporation upon its obtaining a license to do business in this state; and also for the payment, by every domestic corporation and foreign corporation doing business in this state, of an annual registration fee of not less than ten dollars, which fee shall be paid irrespective of any specific license or other tax imposed by law upon such company for the privilege of carrying on its business in this state, or upon its franchise or property; and for the making, by every such corporation, at the time of paying such fee, of such report to the corporation commission of the status, business, or condition of such corporation, as may be prescribed by law. No foreign corporation, except insurers, shall have authority to do business in this state, until it shall have obtained from the corporation commission a license to do business in the state, upon such terms as may be prescribed by law. The legislature may relieve any purely charitable, social, fraternal, benevolent, or religious institution from the payment of such annual registration fee.

 18. Contributions to influence elections or official action

Section 18. It shall be unlawful for any corporation, organized or doing business in this state, to make any contribution of money or anything of value for the purpose of influencing any election or official action.

 19. Penalties for violation of article

Section 19. Suitable penalties shall be prescribed by law for the violation of any of the provisions of this article.