Arizona Laws 10-3621. Termination, expulsion and suspension
A. No member of a corporation may be expelled or suspended, and no membership or memberships in such a corporation may be terminated or suspended, except pursuant to a procedure that is set forth in the articles of incorporation, bylaws or an agreement between the member and the corporation or a procedure that is otherwise appropriate.
Terms Used In Arizona Laws 10-3621
- Address: means a mailing address. See Arizona Laws 10-140
- 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
- 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
- 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.
- including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
- 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
- Person: includes an individual and entity. See Arizona Laws 10-140
- Proceeding: includes a civil suit and a criminal, administrative and investigatory action. See Arizona Laws 10-140
- Writing: includes printing. See Arizona Laws 1-215
- written: includes blockchain technology as defined in section 44-7061. See Arizona Laws 10-140
B. For purposes of subsection A, a procedure is otherwise appropriate if either:
1. The following are provided:
(a) A written notice at least fifteen days before the expulsion, suspension or termination and the reasons therefor.
(b) An opportunity for the member to be heard, orally or in writing, at least five days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, termination or suspension should not take place.
2. It is fair and reasonable taking into consideration all of the relevant facts and circumstances.
C. Any written notice that is mailed shall be sent to the last address of the member shown on the corporation’s records.
D. Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, shall begin within six months after the effective date of the expulsion, suspension or termination.
E. A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees as a result of obligations incurred or commitments made prior to expulsion or suspension.
F. This section does not apply to corporations organized primarily for religious purposes.