A. The affairs of a corporation shall be conducted by a board of directors, consisting of fifteen persons, who shall all be at least eighteen years of age and be citizens of the United States. In addition, the executive director of the Arizona development board or its successor, shall act as a nonvoting ex officio member of the board of directors.

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Terms Used In Arizona Laws 10-2258

  • 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
  • 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.
  • Corporation: means a business development corporation formed under this chapter. See Arizona Laws 10-2251
  • 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
  • Ex officio: Literally, by virtue of one's office.
  • 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
  • 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

B. At the first meeting of the shareholders and members of a corporation and at each annual meeting thereafter, six directors shall be elected by the shareholders and nine directors shall be elected by the members. Each member shall have one vote for each $1,000 of the member’s outstanding loans to the corporation and the uncalled balance of the member’s loan agreement with the corporation. A member shall be entitled to cast the member’s votes for directors on a cumulative basis.

C. The first meeting of the shareholders and members of the corporation shall be held at a time and place to be fixed by the temporary board of directors, which shall be as soon as reasonably possible after the certificate required by section 10-2261 has been filed with the deputy director of financial institutions.