Terms Used In Arizona Laws > Title 3 > Chapter 3 > Article 9 - Arizona Grain Research and Promotion Council

• acknowledgment: means either:

  (a) An acknowledgment made by the person or persons signing an instrument and taken by a notarial officer pursuant to Title 41, Chapter 2, Article 1. See Arizona Laws 10-140

• Acquiring person: means a person that makes or proposes to make a control share acquisition. See Arizona Laws 10-2701
• Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
• Address: means a mailing address. See Arizona Laws 10-140
• Affiliate: means a person that directly or indirectly controls, is controlled by or is under common control with a specified person. See Arizona Laws 10-2701
• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Announcement date: when used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for the business combination. See Arizona Laws 10-2701
• Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
• Articles of incorporation: means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger. See Arizona Laws 10-140
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Associate: when used to indicate a relationship with any person, means any of the following:

  (a) Any corporation or entity of which the person is an officer, director or partner or is, directly or indirectly, the beneficial owner of ten per cent or more of any class or series of shares or other equity interest. See Arizona Laws 10-2701

• Bank: means any banking corporation or national banking association. See Arizona Laws 10-2251
• beneficially owned: when used with respect to shares, refers to any of the following:

  (a) A person who, directly or indirectly through any agreement, arrangement, relationship, understanding or otherwise, whether or not in writing, has or shares the power to vote, or direct the voting of the shares, or has or shares the power to dispose of or direct the disposition of the shares, except that:

  (i) A person is not deemed the beneficial owner of shares tendered pursuant to a tender or exchange offer made by the person or any of the person's affiliates or associates until the tendered shares are accepted for purchase or exchange. See Arizona Laws 10-2701

• Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. ^{Source: OCC}
• Benefit corporation: means a corporation that both:

  (a) Has elected to become subject to this chapter. See Arizona Laws 10-2402

• Benefit enforcement proceeding: means any claim or action for either of the following:

  (a) The failure of a benefit corporation to pursue or create general public benefit or a specific public benefit purpose set forth in its articles. See Arizona Laws 10-2402

• Board of directors: means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated and includes the governing body or bodies of a water users' association if the articles of incorporation of the water users' association provide for a governing body or bodies denominated other than as a board of directors. See Arizona Laws 10-140
• Business combination: when used in reference to any issuing public corporation and any interested shareholder of the issuing public corporation, means any of the following:

  (a) Any merger or consolidation of the issuing public corporation or any subsidiary of the issuing public corporation with either:

  (i) The interested shareholder. See Arizona Laws 10-2701

• Business day: means a day that is not a Saturday, a Sunday or any other legal holiday in this state. See Arizona Laws 10-140
• Bylaws: means the code of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name by which those rules are designated. See Arizona Laws 10-140
• Class: refers to a group of memberships that have the same rights with respect to voting, dissolution, redemption and transfer. See Arizona Laws 10-3140
• Commission: means the Arizona corporation commission. See Arizona Laws 10-140
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• Contract: A legal written agreement that becomes binding when signed.
• Control share acquisition: means an acquisition, directly or indirectly, by an acquiring person of beneficial ownership of shares of an issuing public corporation that, except for article 2 of this chapter, would, when added to all other shares of the issuing public corporation beneficially owned by the acquiring person, entitle the acquiring person, immediately after the acquisition, to exercise or direct the exercise of a new range of voting power within any of the ranges specified in section 10-2722, subsection A, paragraph 4, but does not include any of the following:

  (a) An acquisition by a donee pursuant to an inter vivos gift not made to avoid article 2 of this chapter or by a distributee as defined in section 14-1201. See Arizona Laws 10-2701

• Corporation: means a business development corporation formed under this chapter. See Arizona Laws 10-2251
• Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
• Council: means the Arizona grain research and promotion council. See Arizona Laws 3-581
• Court: means the superior court of this state. See Arizona Laws 10-140
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Deed: The legal instrument used to transfer title in real property from one person to another.
• Deliver: includes sending by mail, private courier, fax or electronic transmission. See Arizona Laws 10-140
• Delivery: means actual receipt by the person or entity to which directed and for electronic transmissions means receipt as described in section 44-7015, subsection B. See Arizona Laws 10-140
• Department: means the Arizona department of agriculture. See Arizona Laws 3-101
• Dependent: A person dependent for support upon another.
• Deputy director of financial institutions: means the deputy director of the financial institutions division of the department of insurance and financial institutions. See Arizona Laws 10-2251
• Dissolved: means the status of a corporation on either:

  (a) Effectiveness of articles of dissolution pursuant to section 10-1403, subsection B or section 10-1421, subsection B. See Arizona Laws 10-140

• Distribution: means a direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. See Arizona Laws 10-140
• domestic corporation: means a corporation for profit that is not a foreign corporation and that is incorporated under or subject to chapters 1 through 17 of this title. See Arizona Laws 10-140
• Donee: The recipient of a gift.
• Electronic transmission: means an electronic record as defined in section 44-7002 that is sent pursuant to section 44-7015. See Arizona Laws 10-140
• Entity: includes a corporation, foreign corporation, not for profit corporation, profit and not for profit unincorporated association, nonprofit corporation, close corporation, corporation sole or limited liability company, a professional corporation, association or limited liability company, a business trust, estate, partnership, registered limited liability partnership, trust or joint venture, two or more persons having a joint or common economic interest, any person other than an individual and a state, the United States and a foreign government. See Arizona Laws 10-140
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Ex officio: Literally, by virtue of one's office.
• Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
• Fiduciary: A trustee, executor, or administrator.
• Filing: means the commission completing the following procedure with respect to any document delivered for that purpose:

  (a) Determining that the filing fee requirements of section 10-122 have been satisfied. See Arizona Laws 10-140

• First buyer: means a person, partnership, corporation or cooperative that purchases grain from a producer in the first instance or a public or private lienholder, secured party or pledgee, or assignee of the lienholder, secured party or pledgee, who gains title to the grain from the grower as a result of exercising any legal rights by the lienholder, secured party, pledgee or assignee regardless of when the lien, security interest or pledge was created. See Arizona Laws 3-581
• Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
• Foreign corporation: means a corporation for profit that is incorporated under a law other than the law of this state. See Arizona Laws 10-140
• Foreign professional corporation: means a corporation or association for profit incorporated for the purpose of rendering professional services under a law other than the law of this state. See Arizona Laws 10-2201
• General public benefit: means a material positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation. See Arizona Laws 10-2402
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Grain: means the seed of barley and wheat of all classes produced for use as food, feed or seed or produced for any industrial or commercial use. See Arizona Laws 3-581
• including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
• Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. ^{Source: FDIC}
• Individual: includes the estate of an incompetent or deceased individual. See Arizona Laws 10-140
• Inter vivos: Transfer of property from one living person to another living person.
• Interested shareholder: when used in reference to any issuing public corporation, means any person, other than the issuing public corporation or any subsidiary of the issuing public corporation, that is either:

  (a) The beneficial owner, directly or indirectly, of ten per cent or more of the voting power of the outstanding shares of the issuing public corporation. See Arizona Laws 10-2701

• Issuing public corporation: means a corporation that has a class of equity securities registered pursuant to section 12 or is subject to section 15(d) of the securities exchange act of 1934 or has elected to be subject to all or part of this chapter pursuant to section 10-2706 and which either:

  (a) Is incorporated under the laws of this state. See Arizona Laws 10-2701

• Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• licensed: means any license, authorization, certificate, registration, certificate of registration, membership or other evidence of the satisfaction of the requirements of this state for the practice of a professional service. See Arizona Laws 10-2201
• Licensing authority: means the officer, board, agency, court or other authority in this state empowered by law to license or otherwise authorize the rendition of a professional service. See Arizona Laws 10-2201
• Lien: A claim against real or personal property in satisfaction of a debt.
• Market value: when used in reference to stock or property of any issuing public corporation, means the following:

  (a) In the case of stock, the highest closing sale price during the thirty day period immediately preceding the date in question of the stock on the composite tape for New York stock exchange listed stock or, if the stock is not quoted on the composite tape or not listed on the New York stock exchange, on the principal United States securities exchange registered under the securities exchange act of 1934 on which the stock is listed or, if the stock is not listed on any such exchange, on the national association of securities dealers, inc. See Arizona Laws 10-2701

• Marketing year: means a one year period from February 1 through January 31 of the following calendar year. See Arizona Laws 3-581
• Member: means any bank or federal or state savings and loan association authorized to do business within this state that shall undertake to lend money to the corporation on its call and in accordance with this chapter. See Arizona Laws 10-2251
• Member: means , without regard to what a person is called in the articles of incorporation or bylaws, any person or persons who, pursuant to a provision of a corporation's articles of incorporation or bylaws, have the right to vote for the election of a director or directors. See Arizona Laws 10-3140
• Membership: refers to the rights and obligations a member or members have pursuant to a corporation's articles of incorporation and bylaws and chapters 24 through 40 of this title. See Arizona Laws 10-3140
• Minimum status vote: means :

  (a) In the case of a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions:

  (i) The shareholders of every class or series are entitled to vote as a separate voting group on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series. See Arizona Laws 10-2402

• Month: means a calendar month unless otherwise expressed. See Arizona Laws 1-215
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Person: includes an individual and entity. See Arizona Laws 10-140
• Person: means an individual, a corporation, a partnership, a syndicate, an association, a joint stock company, a trust in which the interests of the beneficiaries are evidenced by securities, an unincorporated organization or entity or a government or political subdivision of a government. See Arizona Laws 10-2701
• Person: includes a corporation, company, partnership, firm, association or society, as well as a natural person. See Arizona Laws 1-215
• Personal property: All property that is not real property.
• Personal property: includes money, goods, chattels, things in action and evidences of debt. See Arizona Laws 1-215
• President: means that officer designated as the president in the articles of incorporation or bylaws or, if not so designated, that officer authorized in the articles of incorporation, bylaws or otherwise to perform the functions of the chief executive officer, irrespective of the name by which designated. See Arizona Laws 10-140
• Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
• Proceeding: includes a civil suit and a criminal, administrative and investigatory action. See Arizona Laws 10-140
• Process: means a citation, writ or summons issued in the course of judicial proceedings. See Arizona Laws 1-215
• Producer: means a person, partnership, corporation or cooperative in this state that produces and sells grain in commercial channels. See Arizona Laws 3-581
• Professional service: means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service. See Arizona Laws 10-2201
• Property: includes both real and personal property. See Arizona Laws 1-215
• Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
• Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
• Secretary: means that officer designated as the secretary in the articles of incorporation or bylaws or that officer authorized in the articles of incorporation, the bylaws or otherwise to perform the functions of secretary, irrespective of the name by which designated. See Arizona Laws 10-140
• Service of process: The service of writs or summonses to the appropriate party.
• Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Arizona Laws 10-140
• Shares: means units into which the shareholders' rights to participate in the control of a corporation, in its surplus or profits, or in the distribution of its assets, are divided. See Arizona Laws 10-2251
• Shares: means those shares presently entitled to vote in the election of directors of the issuing public corporation. See Arizona Laws 10-2701
• Shares: means the units into which the proprietary interests in a corporation are divided. See Arizona Laws 10-140
• Specific public benefit: includes :

  (a) Providing low-income or underserved individuals or communities with beneficial products or services. See Arizona Laws 10-2402

• Statute: A law passed by a legislature.
• Subsidiary: means , in relation to a person, an entity in which the person owns beneficially or of record fifty per cent or more of the outstanding equity interests. See Arizona Laws 10-2402
• Supermajority status vote: means :

  (a) For a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions:

  (i) The shareholders of every class or series are entitled to vote as a separate voting group on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series. See Arizona Laws 10-2402

• Tender offer: means a tender offer under the securities exchange act of 1934. See Arizona Laws 10-2701
• Third-party standard: means a recognized standard for defining, reporting and assessing corporate social and environmental performance that is:

  (a) Comprehensive because it assesses the effect of a business and its operations on the interests listed in section 10-2431, subsection A, paragraph 1. See Arizona Laws 10-2402

• Treasurer: means that officer designated as the treasurer in the articles of incorporation or bylaws or that officer authorized in the articles of incorporation or bylaws or otherwise to perform the functions of treasurer, irrespective of the name by which designated. See Arizona Laws 10-140
• Trustee: A person or institution holding and administering property in trust.
• under common control with: means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. See Arizona Laws 10-2701
• United States: includes a district, authority, bureau, commission and department and any other agency of the United States. See Arizona Laws 10-140
• Vote: includes authorization by written ballot and written consent. See Arizona Laws 10-3140
• Voting group: means all shares of one or more classes or series that under the articles of incorporation or chapters 1 through 17 of this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Arizona Laws 10-140
• Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote that is contingent on the happening of a condition or event that has not occurred at the time. See Arizona Laws 10-3140
• Writing: includes printing. See Arizona Laws 1-215
• written: includes blockchain technology as defined in section 44-7061. See Arizona Laws 10-140