A. Except as provided in section 10-2703, a corporation shall hold a special meeting of shareholders either:

Terms Used In Arizona Laws 10-702

  • 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
  • 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.
  • Person: includes an individual and entity. See Arizona Laws 10-140
  • 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
  • Record date: means the date established under chapter 6 or 7 of this title on which a corporation determines the identity of its shareholders and their shareholdings for purposes of chapters 1 through 17 of this title. 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

1. On the call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws.

2. As provided in section 10-810, subsection D.

B. If not otherwise fixed under section 10-703 or 10-707, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

C. Special shareholders’ meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, special meetings shall be held at the corporation’s principal office.

D. Only business within the purpose or purposes described in the meeting notice required by section 10-705, subsection C may be conducted at a special shareholders’ meeting.