Arizona Laws 10-1805. Managers
A. All managers named in the articles of incorporation shall be natural persons. It is the purpose of this article that the corporation be operated on a day-to-day basis by one manager, by managers having divided functions or by assistant managers who can serve either as alternates to the manager or assume some portion of managerial responsibility. As among the corporation, its investors and any manager, there shall be no limitations on the authority of a manager unless specifically limited by provisions of the articles of incorporation, the written employment contract of such manager or the records of the corporation evidencing the acts of the investors. Any person other than a manager or investor who deals in good faith with the corporation is not subject to any limitation on the authority of any manager, even though such manager’s authority is expressly limited in the articles of incorporation.
Terms Used In Arizona Laws 10-1805
- 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
- Commission: means the Arizona corporation commission. See Arizona Laws 10-1802
- Contract: A legal written agreement that becomes binding when signed.
- 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.
- 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
- in good faith: means an act or thing done when it is in fact done honestly, whether it be done negligently or not. See Arizona Laws 10-1802
- Investor: means one who is the owner of capital units in a close corporation. See Arizona Laws 10-1802
- Manager: means the person or persons named in the articles of incorporation either originally or by amendment thereto in the capacity of manager or assistant manager and does not include any person who is not so named. See Arizona Laws 10-1802
- Person: includes an individual and entity. See Arizona Laws 10-140
- Vote: includes authorization by written ballot and written consent. See Arizona Laws 10-3140
- 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
- written: includes blockchain technology as defined in section 44-7061. See Arizona Laws 10-140
B. No manager may delegate any of his authority to any other agent, employee or representative of a corporation unless authority to do so is contained in the articles of incorporation or is granted by act of the investors.
C. Any manager shall have the same rights, duties, obligations and privileges as a person who is both a director and officer of a corporation for profit under the provisions of chapters 1 through 17 of this title and the other articles of this chapter, except as specifically modified in this article.
D. Any manager may be replaced or succeeded by a new manager at any time by a majority of the voting power of the investors, unless otherwise provided by the articles of incorporation. Such replacement shall be effective when a certificate of change of manager, sworn under oath by an investor, is filed with the commission stating the name of the replaced manager and the name and address of the new manager and that such new manager was elected by the required vote.
E. Unless the articles of incorporation or vote of the investors provide otherwise, a manager shall mail to each investor an annual accounting which complies with section 10-1622. Such annual accounting shall be mailed or delivered to the investors within thirty days after the date filing is required with the commission by section 10-1622. Such annual accounting shall be acknowledged by the manager or certified by an independent public accountant.