Arizona Laws 10-2126. Amendment of articles; change of location of principal office
A. A generation and transmission cooperative may amend its articles of incorporation by complying with the following requirements:
Terms Used In Arizona Laws 10-2126
- Address: means a mailing address. See Arizona Laws 10-140
- 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.
- 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
- 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
- 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
- Commission: means the Arizona corporation commission. 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.
- Delegates: means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters. See Arizona Laws 10-3140
- Executed by the cooperative: means executed by manual or facsimile signature on behalf of the cooperative by a duly authorized officer or, if the corporation is under the control of a receiver or trustee, by the receiver or trustee. See Arizona Laws 10-2121
- 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
- Generation and transmission cooperative: means a corporation that is organized under this article or that becomes subject to this article as provided in this article. See Arizona Laws 10-2121
- Principal office: means the office, in or out of this state, so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located or in any other document executed by the corporation by an officer and delivered to the commission for filing. See Arizona Laws 10-140
- Vote: includes authorization by written ballot and written consent. See Arizona Laws 10-3140
1. A proposed amendment shall be presented to a meeting of the members. The meeting notice shall state or have attached to it all proposed amendments. A proposed amendment, with any changes, shall be approved by the affirmative vote of either:
(a) At least two-thirds of the total number of voting delegates voting at the meeting.
(b) The number prescribed in the bylaws but not less than a majority of the total number of voting delegates voting at the meeting.
2. After approval, the articles of amendment shall be executed by the cooperative.
3. The articles of amendment shall recite that they are executed pursuant to this article and shall state:
(a) The name of the generation and transmission cooperative.
(b) The address of its principal office.
(c) The amendment of its articles of incorporation.
B. On authorization of the board of directors or its members, a generation and transmission cooperative may, without amending its articles of incorporation, change the location of its principal office by filing with the corporation commission a certificate that recites the change of principal office and that is executed by the cooperative.