Current Arizona laws (A.R.S.)

13-305. Criminal liability of enterprises; definitions

A. Notwithstanding any other provisions of law, an enterprise commits an offense if:

1. The conduct constituting the offense consists of a failure to discharge a specific duty imposed by law; or

2. The conduct undertaken in behalf of the enterprise and constituting the offense is engaged in, authorized, solicited, commanded or recklessly tolerated by the directors of the enterprise in any manner or by a high managerial agent acting within the scope of employment

13-204. Effect of ignorance or mistake upon criminal liability

B. Ignorance or mistake as to a matter of law does not relieve a person of criminal responsibility.

10-3830. General standards for directors (non-profit corporations)

(Eff. 1/1/99)

A. A director's duties, including duties as a member of a committee, shall be discharged:

1. In good faith.

2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances.

3. In a manner the director reasonably believes to be in the best interests of the corporation.

C. A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection B unwarranted. ???????????

10-860. Definitions

In this article, unless the context otherwise requires:

1. "Conflicting interest" with respect to a corporation means the interest a director of the corporation has respecting a transaction effected or proposed to be effected by the corporation, by a subsidiary of the corporation or by any other entity in which the corporation has a controlling interest if either:

(a) Whether or not the transaction is brought before the board of directors of the corporation for action, the director knows at the time of commitment that the director or a related person either:

(i) Is a party to the transaction.

(ii) Has a beneficial financial interest in or is so closely linked to the transaction and of such financial significance to the director or a related person that the interest would reasonably be expected to exert an influence on the director's judgment if he were called on to vote on the transaction.

10-11430. Grounds for judicial dissolution

(Eff. 1/1/99)

A. The court may dissolve a corporation in a proceeding by the attorney general if it is established that either:

1. The corporation obtained its articles of incorporation through fraud.

2. The corporation has continued to exceed or abuse the authority conferred upon it by law.

B. . . . the court may dissolve a corporation in a proceeding by fifty members or by members holding twenty-five per cent of the voting power, whichever is less, or by a director or any person specified in the articles of incorporation, if any of the following is established:

1. The directors are deadlocked in the management of the corporate affairs, the members, if any, are unable to breach the deadlock and irreparable injury to the corporation is threatened or being suffered or the affairs of the corporation cannot be conducted generally because of the deadlock.

2. The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent.

3. The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates to elect successors to directors whose terms have or would otherwise have expired.

4. The corporate assets are being wasted, misapplied or diverted for noncorporate purposes.

10-11431. Procedure for judicial dissolution

(Eff. 1/1/99)

A. Venue for a proceeding by the attorney general to dissolve a corporation or for a proceeding brought by any other party named in section 10-11430 is in the county where a corporation's known place of business is or was last located.

B. It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them personally.

C. A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located and carry on the activities of the corporation until a full hearing can be held.

10-3810. Removal of directors by judicial proceeding

(Eff. 1/1/99)

A. The court in the county where a corporation's known place of business or, if none in this state, its statutory agent is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its members holding at least twenty-five per cent of the voting power of any class, if the court finds that both:

1. The director engaged in fraudulent conduct or intentional criminal conduct with respect to the corporation.

2. Removal is in the best interests of the corporation.

B. The court that removes a director may bar the director from serving on the board for a period prescribed by the court, but in no event may the period exceed five years.

C. If members commence a proceeding under subsection A, they shall make the corporation a party defendant, unless the corporation elects to become a party plaintiff.

10-3610. Difference in rights and obligations of members

(Eff. 1/1/99)

All members have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles of incorporation or bylaws establish classes of membership with different rights or obligations or otherwise provide. All members have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles of incorporation or bylaws.

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