A. This chapter applies only to issuing public corporations and to corporations which elect pursuant to subsection C of this section to be subject to:

Terms Used In Arizona Laws 10-2706

  • 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
  • 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.
  • 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

  • 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

1. All of the provisions of this article.

2. All of the provisions of article 2 of this chapter.

3. All of the provisions of article 3 of this chapter.

4. Any combination of paragraph 1, 2 or 3.

B. A corporation may not elect to be subject to less than all of the provisions in any article of this chapter. A corporation which elects to be subject to all or part of this chapter pursuant to subsection C of this section, for purposes of applying the provisions of this chapter or part of this chapter, shall be deemed an issuing public corporation.

C. An election by a corporation pursuant to subsection A of this section must be contained either:

1. In its articles of incorporation at the time of incorporation.

2. In an amendment to its articles of incorporation or bylaws which is approved by the shareholders holding a majority of the outstanding voting power of all shares.

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