A. The court in the county where a corporation‘s known place of business or, if none in this state, its statutory agent is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten per cent of the outstanding shares of any class if the court finds that both:

Terms Used In Arizona Laws 10-809

  • Class: refers to a group of memberships that have the same rights with respect to voting, dissolution, redemption and transfer. See Arizona Laws 10-3140
  • 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.
  • Court: means the superior court of this state. See Arizona Laws 10-140
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Known place of business: means the known place of business required to be maintained pursuant to section 10-501. See Arizona Laws 10-140
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Proceeding: includes a civil suit and a criminal, administrative and investigatory action. See Arizona Laws 10-140
  • Shares: means the units into which the proprietary interests in a corporation are divided. See Arizona Laws 10-140

1. The director engaged in fraudulent conduct or intentional criminal conduct with respect to the corporation.

2. Removal is in the best interest of the corporation.

B. The court that removes a director may bar the director from reelection for a period prescribed by the court, but in no event may the period exceed five years.

C. If shareholders commence a proceeding under subsection A, they shall make the corporation a party defendant, unless the corporation elects to become a party plaintiff.

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