Terms Used In Arizona Laws > Title 10 > Chapter 33 > Article 1 - Articles of Incorporation

• Act of the board of directors: means either:

  (a) An act of the majority of the directors present at a duly called meeting at which a quorum is present, unless the act of a greater number is required by chapters 1 through 17 of this title, the articles of incorporation or the bylaws. See Arizona Laws 10-140

• Act of the members: means either:

  (a) An act adopted or rejected by a majority of the votes represented and voting at a duly held meeting at which a quorum is present where affirmative votes also constitute a majority of the required quorum unless a greater number of votes is required by chapters 24 through 40 of this title, the articles of incorporation or the bylaws. See Arizona Laws 10-3140

• Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
• Address: means a mailing address. See Arizona Laws 10-140
• Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
• Aftermarket crash part: means a replacement for any of the nonmechanical sheet metal or plastic parts which generally constitute the exterior of a motor vehicle, including the inner and outer panels. See Arizona Laws 44-1291
• 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
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. ^{Source: OCC}
• Beverage: means beer or other malt beverages, mineral water, soda water and similar carbonated soft drinks, fruit juices and vegetable juices in liquid form which are intended for human consumption. See Arizona Laws 44-1251
• 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
• 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
• Commission: means the Arizona corporation commission. See Arizona Laws 10-140
• Consumer: means the purchaser, other than for purposes of resale, of a motor vehicle, any person to whom the motor vehicle is transferred during the duration of an express warranty applicable to the motor vehicle or any other person entitled by the terms of the warranty to enforce the obligations of the warranty. See Arizona Laws 44-1261
• Consumer: means a person who is solicited by a seller or solicitor. See Arizona Laws 44-1271
• Container: means the individual, separate can sealed or under pressure of carbonation which is composed of metal and contains a beverage. See Arizona Laws 44-1251
• Contract: A legal written agreement that becomes binding when signed.
• Conviction: A judgement of guilt against a criminal defendant.
• 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
• Damage: means any cracking, bubbling, cutting, chunking or separation of the tire sidewall or tread, including exposed body ply or belt material, or any visible deterioration of the tire bead or inner liner. See Arizona Laws 44-1301
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Deliver: includes sending by mail, private courier, fax or electronic transmission. See Arizona Laws 10-140
• Director: means the director of the securities division of the commission. See Arizona Laws 44-1801
• Embezzlement: In most states, embezzlement is defined as theft/larceny of assets (money or property) by a person in a position of trust or responsibility over those assets. Embezzlement typically occurs in the employment and corporate settings. ^{Source: OCC}
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Filing: means the commission completing the following procedure with respect to any document delivered for that purpose:

  (a) Determining that the filing fee requirements of section 10-122 have been satisfied. See Arizona Laws 10-140

• Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
• Fraud: Intentional deception resulting in injury to another.
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Goods: means any merchandise, equipment, products, supplies or materials. See Arizona Laws 44-1271
• Improper repair: means any puncture repair of damage larger than one-fourth of an inch, any puncture repair to a tire sidewall, the tread shoulder or belt edge area, or a puncture repair that has not been both sealed or patched on the inside and repaired with a cured rubber stem through to the outside. See Arizona Laws 44-1301
• including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
• Individual: includes the estate of an incompetent or deceased individual. See Arizona Laws 10-140
• Industrial account: means a person or business entity that files or is required to file monthly returns for that person's or entity's transaction privilege tax license or a governmental entity that sells lead acid batteries to an automotive recycler. See Arizona Laws 44-1321
• Initial payment: means the total amount the purchaser becomes obligated to pay to the seller and to any third party for goods, services or merchandise related to a previously purchased business opportunity, either prior to or at the time of the delivery of any goods, services or merchandise within six months after the commencement of the operation of the business opportunity by the purchaser. See Arizona Laws 44-1271
• Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
• Installer: means an individual who actually does the work of replacing or repairing parts of a motor vehicle. See Arizona Laws 44-1291
• Issuer: means any person who issues or proposes to issue any security, except:

  (a) With respect to certificates of deposit, voting-trust certificates, collateral-trust certificates, certificates of interest or shares in an unincorporated investment trust, whether or not of the fixed, restricted management or unit type, issuer means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which such securities are issued. See Arizona Laws 44-1801

• Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
• Known place of business: means the known place of business required to be maintained pursuant to section 10-501. See Arizona Laws 10-140
• Lead acid battery: means a battery with a core of elemental lead and a capacity of six or more volts that is suitable for use in a vehicle or a boat. See Arizona Laws 44-1321
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Lien: A claim against real or personal property in satisfaction of a debt.
• Manager: means a person who supervises the work of a solicitor. See Arizona Laws 44-1271
• 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
• Membership: refers to the rights and obligations a member or members have pursuant to a corporation's articles of incorporation and bylaws and chapters 24 through 40 of this title. See Arizona Laws 10-3140
• Merchandise: means objects, wares, goods, commodities, intangibles, real estate, securities or services. See Arizona Laws 44-1271
• Month: means a calendar month unless otherwise expressed. See Arizona Laws 1-215
• Moral turpitude: means an offense, whether a misdemeanor or felony, that is related to extortion, burglary, larceny, bribery, embezzlement, robbery, racketeering, money laundering, forgery, fraud, murder, voluntary manslaughter or a sexual offense that requires the individual to register pursuant to section 13-3821. See Arizona Laws 1-215
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Motor vehicle: means a self-propelled vehicle designated primarily for the transportation of persons or property over the public highways. See Arizona Laws 44-1261
• Motor vehicle: means any automobile, motorcycle, truck, trailer, semitrailer, truck tractor and semitrailer combination or other vehicle operated on the roads of this state, used to transport persons or property and propelled by power other than muscular power, but motor vehicle does not include traction engines, vehicles that run only on a track, bicycles or mopeds. See Arizona Laws 44-1301
• 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.
• Off road motor vehicle: means any automobile, motorcycle, truck, trailer, semitrailer, truck tractor and semitrailer combination, heavy equipment used in mining or metallurgical operations, agriculture, construction or earth moving, airplanes or other vehicles operated off the roads of this state, used to transport persons or property or used for agricultural, construction or earth moving activities and propelled by power other than muscular power, but off road motor vehicle does not include traction engines, vehicles that run only on a track, bicycles or mopeds. See Arizona Laws 44-1301
• offer for sale: means an attempt or offer to dispose of, or solicitation of an order or offer to buy, a security or interest in a security for value or any sale or offer for sale of a warrant or right to subscribe to another security of the same issuer or of another issuer. See Arizona Laws 44-1801
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Peace officer: includes a law enforcement officer who is employed by the department of transportation. See Arizona Laws 44-1321
• Person: includes an individual and entity. See Arizona Laws 10-140
• Person: means an individual, corporation, partnership, association, joint stock company or trust, limited liability company, government or governmental subdivision or agency or any other unincorporated organization. See Arizona Laws 44-1801
• Person: means :

  (a) A natural person or the person's legal representative. See Arizona Laws 44-1271

• Person: means any public or private corporation, company, partnership, firm, association or society of persons, the federal government and any of its departments or agencies, this state or any of its agencies, departments, political subdivisions, counties, towns or municipal corporations, as well as a natural person. See Arizona Laws 44-1301
• Petty offense: A federal misdemeanor punishable by six months or less in prison. ^{Source: U.S. Courts}
• Population: means the population according to the most recent United States decennial census. See Arizona Laws 1-215
• Premium: means any gift, bonus, prize, award or other incentive or inducement to purchase merchandise. See Arizona Laws 44-1271
• Principal: means an owner or an officer of a corporation or limited liability company, a general partner of a partnership, a sole proprietor of a sole proprietorship, a partner of a limited liability partnership, a trustee of a trust and any other individual who controls, manages or supervises a telephone sales operation. See Arizona Laws 44-1271
• Prize: means anything offered or purportedly offered and given or purportedly given to a person by chance. See Arizona Laws 44-1271
• Prize promotion: means a sweepstakes or other game of chance or an oral or written express or implied representation that a person has won, has been selected to receive or may be eligible to receive a prize or purported prize. See Arizona Laws 44-1271
• Proceeding: includes a civil suit and a criminal, administrative and investigatory action. See Arizona Laws 10-140
• Process: means a citation, writ or summons issued in the course of judicial proceedings. See Arizona Laws 1-215
• Property: includes both real and personal property. See Arizona Laws 1-215
• Recovery service: means any business or other practice in which a person represents or implies that the person will recover or assist in recovering for a fee any amount of money that a consumer has provided to a seller pursuant to a telephone solicitation. See Arizona Laws 44-1271
• Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
• Repair facility: means a motor vehicle dealer, garage, body shop or other commercial entity which undertakes the repair or replacement of those parts that generally constitute the exterior of a motor vehicle. See Arizona Laws 44-1291
• Salesman: means an individual, other than a dealer, employed, appointed or authorized by a dealer to sell securities in this state. See Arizona Laws 44-1801
• sell: means a sale or any other disposition of a security or interest in a security for value and includes a contract to make such sale or disposition. See Arizona Laws 44-1801
• Seller: means a person who, directly or through a solicitor, does any of the following:

  (a) Initiates telephone calls to provide or arrange to provide merchandise to consumers in exchange for payment. See Arizona Laws 44-1271

• Service of process: The service of writs or summonses to the appropriate party.
• Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
• Solicitor: means a person, other than a seller or employee of a seller, who uses a telephone to seek sales or rentals of merchandise on behalf of a seller or uses a telephone to verify sales or rentals for a seller. See Arizona Laws 44-1271
• Statute: A law passed by a legislature.
• Subpoena: A command to a witness to appear and give testimony.
• Subscriber: means a person who subscribes to residential telephone service from a local exchange company and any person who lives or subscribes with that person. See Arizona Laws 44-1271
• subscription: includes a mark, if a person cannot write, with the person's name written near it and witnessed by a person who writes the person's own name as witness. See Arizona Laws 1-215
• Telephone solicitation: means any voice communication from a live operator, announcing device or otherwise that offers merchandise for sale or rent and that is to or from a person located in this state. See Arizona Laws 44-1271
• Trust account: A general term that covers all types of accounts in a trust department, such as estates, guardianships, and agencies. ^{Source: OCC}
• Trustee: A person or institution holding and administering property in trust.
• United States: includes the District of Columbia and the territories. See Arizona Laws 1-215
• Used motor vehicle: means a motor vehicle that has been sold, bargained, exchanged or given away or the title to which has been transferred from the person who first acquired the vehicle from the manufacturer, importer or dealer or agent of the manufacturer or importer and that has been placed in bona fide consumer use. See Arizona Laws 44-1261
• Used motor vehicle dealer: means a person or business that sells or offers for sale a used motor vehicle after selling or offering for sale four or more used motor vehicles in the previous twelve months but does not include a bank or financial institution, an insurance company, a business selling a used motor vehicle to an employee of that business, a lessor selling a leased vehicle by or to the lessee of that vehicle or to an employee of the lessee of that vehicle or a person who buys, sells, exchanges or offers or attempts to negotiate a sale of or exchange an interest in a classic car as defined in section 28-2483 or a historic vehicle as defined in section 28-2484. See Arizona Laws 44-1261
• Vote: includes authorization by written ballot and written consent. See Arizona Laws 10-3140
• 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
• Waste tire: means a motor vehicle tire that is no longer suitable for its original intended purpose because of wear, damage, improper repair or manufacturer's recall. See Arizona Laws 44-1301
• Waste tire collection site: means a site where waste tires are collected before being offered for recycling or reuse and where more than five hundred tires are kept on site on any day. See Arizona Laws 44-1301
• Wear: means the reduction of the major groove depth of the tire to two thirty-seconds of an inch. See Arizona Laws 44-1301
• Writing: includes printing. See Arizona Laws 1-215
• written: includes blockchain technology as defined in section 44-7061. See Arizona Laws 10-140