A. A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed as follows:

Terms Used In Arizona Laws 10-1022

  • Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
  • 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
  • Quorum: The number of legislators that must be present to do business.
  • Vote: includes authorization by written ballot and written consent. See Arizona Laws 10-3140

1. If originally adopted by the shareholders, only by the shareholders.

2. If originally adopted by the board of directors, either by the shareholders or by the board of directors.

B. A bylaw that is adopted or amended by the shareholders and that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

C. Action by the board of directors under subsection A, paragraph 2 to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors shall meet the same quorum requirement and shall be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.