A. A proceeding may be brought in the right of a domestic corporation to procure a judgment in its favor by either:

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Terms Used In Arizona Laws 10-3631

  • 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.
  • Member: means , without regard to what a person is called in the articles of incorporation or bylaws, any person or persons who, pursuant to a provision of a corporation's articles of incorporation or bylaws, have the right to vote for the election of a director or directors. See Arizona Laws 10-3140
  • Proceeding: includes a civil suit and a criminal, administrative and investigatory action. See Arizona Laws 10-140
  • 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. In the case of a corporation that has members, any member or members having twenty-five per cent or more of the voting power or by fifty members, whichever is less.

2. In the case of a corporation that does not have members, any director or twenty-five per cent of the directors, whichever is greater.

B. In any such proceeding, each complainant shall both:

1. Have been a member or director, as applicable, of the corporation at the time of the act or omission complained of.

2. Fairly and adequately represent the interests of the corporation in enforcing the right of the corporation.