A. Special meetings of the shareholders of issuing public corporations may be called for any purpose or purposes under this chapter at any time by any of the following:

Terms Used In Arizona Laws 10-2703

  • Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
  • 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
  • Business combination: when used in reference to any issuing public corporation and any interested shareholder of the issuing public corporation, means any of the following:

    (a) Any merger or consolidation of the issuing public corporation or any subsidiary of the issuing public corporation with either:

    (i) The interested shareholder. See Arizona Laws 10-2701

  • 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
  • Issuing public corporation: means a corporation that has a class of equity securities registered pursuant to section 12 or is subject to section 15(d) of the securities exchange act of 1934 or has elected to be subject to all or part of this chapter pursuant to section 10-2706 and which either:

    (a) Is incorporated under the laws of this state. See Arizona Laws 10-2701

  • Person: means an individual, a corporation, a partnership, a syndicate, an association, a joint stock company, a trust in which the interests of the beneficiaries are evidenced by securities, an unincorporated organization or entity or a government or political subdivision of a government. See Arizona Laws 10-2701
  • President: means that officer designated as the president in the articles of incorporation or bylaws or, if not so designated, that officer authorized in the articles of incorporation, bylaws or otherwise to perform the functions of the chief executive officer, irrespective of the name by which designated. See Arizona Laws 10-140
  • Secretary: means that officer designated as the secretary in the articles of incorporation or bylaws or that officer authorized in the articles of incorporation, the bylaws or otherwise to perform the functions of secretary, irrespective of the name by which designated. See Arizona Laws 10-140
  • Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Arizona Laws 10-140
  • Shares: means those shares presently entitled to vote in the election of directors of the issuing public corporation. See Arizona Laws 10-2701
  • 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

1. The president.

2. The secretary.

3. Two or more directors.

4. A person authorized in the articles of incorporation or bylaws to call special meetings.

5. A shareholder or shareholders holding ten per cent or more of the voting power of all shares, except that a special meeting for the purpose of considering any action to directly or indirectly facilitate or effect a business combination, including any action to change or otherwise affect the composition of the board of directors for that purpose, must be called by twenty-five per cent or more of the voting power of all shares.

B. A shareholder or shareholders holding the voting power specified in subsection A, paragraph 5 may demand a special meeting of shareholders by written notice of demand given to the president or secretary of the issuing public corporation and containing the purposes of the meeting. Within thirty days after receipt of the demand by one of those officers, the board shall cause a special meeting of shareholders to be called and held on notice no later than ninety days after receipt of the demand, all at the expense of the issuing public corporation. If the board fails to call and hold a special meeting as required by this section, the shareholder or shareholders making the demand may call the meeting by giving notice as required, all at the expense of the issuing public corporation.

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