A. Except as provided in subsection B of this section, a person may not bring an action or assert a claim against a corporation or its directors or officers with respect to either of the following:
Terms Used In Arizona Laws 10-846
- 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
- 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.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Person: includes an individual and entity. See Arizona Laws 10-140
- Proceeding: includes a civil suit and a criminal, administrative and investigatory action. 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. The decision or failure of the corporation to pursue or create a nonmonetary purpose, whether or not the purpose is set forth in its articles of incorporation.
2. A director’s or officer’s violation of an obligation, duty or standard of conduct to consider, or the failure to consider, the effect of an act, omission or decision by a corporation on a nonmonetary purpose, whether or not the purpose is set forth in its articles of incorporation.
B. An enforcement proceeding against a corporation or its directors or officers with respect to subsection A of this section may be commenced or maintained only as follows:
1. Directly by the corporation.
2. Derivatively pursuant to chapter 7, article 4 of this title by a shareholder of the corporation.
3. By other persons as specified in the articles of incorporation or bylaws of the corporation.
C. A corporation and its directors and officers are not liable for monetary damages resulting from any decision or failure of the corporation to pursue or create any nonmonetary purpose, whether or not the purpose is set forth in its articles of incorporation.
D. For the purposes of this section:
1. "Enforcement proceeding" means any claim or action for a violation of any obligation, duty or standard of conduct under this chapter.
2. "Nonmonetary purpose" means any purpose other than to benefit the economic or financial interests of the shareholders of the corporation, including any purpose to benefit any interest or factor that is included in section 10-830, subsection D, paragraph 2, as applicable.