Sections
Article 1 Board of Directors 10-801 – 10-811
Article 2 Meetings and Action of the Board 10-820 – 10-825
Article 3 Standards of Conduct 10-830 – 10-833
Article 4 Officers 10-840 – 10-846
Article 5 Indemnification 10-850 – 10-858
Article 6 Director’s Conflicting Interest Transactions 10-860 – 10-863

Terms Used In Arizona Laws > Title 10 > Chapter 8 - Directors and Officers

  • acquired entitlement land: means land which this state acquired from the United States after December 31, 1985 and at the time it was acquired it was entitlement land under title 31 United States Code chapter 69 and the acquisition by the state resulted in a reduction of payments to the county under title 31 United States Code chapter 69. See Arizona Laws 37-371
  • 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

  • Administrator: means the administrator of the division. See Arizona Laws 37-171
  • Affiliate: means a person that directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with the person specified. See Arizona Laws 10-140
  • Agency: means any agency that is authorized to direct the release of a person who is serving a sentence or term of confinement or who is receiving treatment, including a state or federal prison, a county jail and the Arizona state hospital or other mental health treatment agency. See Arizona Laws 36-3701
  • Agricultural lands: means irrigated farm lands or dry farm lands devoted to the purpose of agriculture. See Arizona Laws 37-1002
  • algaculture: means the controlled propagation, growth and harvest of algae. See Arizona Laws 37-101
  • Allegation: something that someone says happened.
  • Alternative fuel: means :

    (a) Electricity. See Arizona Laws 1-215

  • 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.
  • Amortization: Paying off a loan by regular installments.
  • Amortized value: means the value for improvements established pursuant to section 37-281. See Arizona Laws 37-101
  • Appraisal: A determination of property value.
  • 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.
  • Associate director: means the associate director of the division. See Arizona Laws 3-481
  • Bail: Security given for the release of a criminal defendant or witness from legal custody (usually in the form of money) to secure his/her appearance on the day and time appointed.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • 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
  • Board: means the public lands board of review. See Arizona Laws 37-901
  • Board: means the state board of dental examiners. See Arizona Laws 36-3611
  • 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 such water users' association provide for a governing body or bodies denominated other than as a board of directors. See Arizona Laws 10-140
  • Business day: means a day that is not a Saturday, a Sunday or any other legal holiday in this state. See Arizona Laws 10-140
  • By-products: means a product that is commercially processed or manufactured for resale from fruits or vegetables or their juices. See Arizona Laws 3-481
  • 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
  • Commissioner: means the state land commissioner. See Arizona Laws 37-101
  • Community identity package: means a design theme including such elements as architecture, landscape, lighting, street furniture, walls and signage. See Arizona Laws 37-101
  • Competent professional: means a person who is:

    (a) Familiar with the state's sexually violent persons statutes and sexual offender treatment programs available in this state. See Arizona Laws 36-3701

  • Concurrent resolution: A legislative measure, designated "S. Con. Res." and numbered consecutively upon introduction, generally employed to address the sentiments of both chambers, to deal with issues or matters affecting both houses, such as a concurrent budget resolution, or to create a temporary joint committee. Concurrent resolutions are not submitted to the President/Governor and thus do not have the force of law.
  • Conservation: means protection of the natural assets of state trust lands for the long-term benefit of the land, the trust beneficiaries, lessees, the public and the unique resources that each area contains, such as open space, scenic beauty, protected plants, wildlife, archaeology and multiple use values. See Arizona Laws 37-311
  • 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.
  • Corporation: includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased on consummation of the transaction. See Arizona Laws 10-850
  • Court: means the superior court of this state. See Arizona Laws 10-140
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Dental provider: means a dental hygienist, affiliated practice dental hygienist or dental assistant who is licensed pursuant to title 32, chapter 11. See Arizona Laws 36-3611
  • Dentist: means a person who is licensed in the general practice of dentistry pursuant to title 32, chapter 11. See Arizona Laws 36-3611
  • Department: means the state land department. See Arizona Laws 37-1002
  • Department: means the Arizona department of agriculture. See Arizona Laws 3-101
  • Department: means the state land department. See Arizona Laws 37-101
  • Dependent: A person dependent for support upon another.
  • Director: means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other entity. See Arizona Laws 10-850
  • Director: means the director of the department. See Arizona Laws 3-101
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Distribution: means a direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. See Arizona Laws 10-140
  • District: means a natural resource conservation district organized in accordance with the provisions of this chapter. See Arizona Laws 37-1002
  • District cooperator: means any person who has entered into a cooperative agreement with a natural resource conservation district for the purpose of protecting, conserving and practicing wise use of the natural resources under his control. See Arizona Laws 37-1002
  • division: means the resource analysis division of the state land department. See Arizona Laws 37-171
  • Docket: A log containing brief entries of court proceedings.
  • domestic corporation: means a corporation for profit that is not a foreign corporation and that is incorporated under or subject to chapters 1 through 17 of this title. See Arizona Laws 10-140
  • Due notice: means notice published at least twice with an interval of at least six days between the two publication dates, in a newspaper of general circulation within the area affected, or if there is no newspaper of general circulation within the area affected, in a newspaper of general circulation in the county in which the area is located. See Arizona Laws 37-1002
  • Electronic transmission: means an electronic record as defined in section 44-7002 that is sent pursuant to section 44-7015. See Arizona Laws 10-140
  • Employee: includes an officer but not a director. See Arizona Laws 10-140
  • Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
  • Entity: includes a corporation, foreign corporation, not for profit corporation, profit and not for profit unincorporated association, nonprofit corporation, close corporation, corporation sole or limited liability company, a professional corporation, association or limited liability company, a business trust, estate, partnership, registered limited liability partnership, trust or joint venture, two or more persons having a joint or common economic interest, any person other than an individual and a state, the United States and a foreign government. See Arizona Laws 10-140
  • Escheat: Reversion of real or personal property to the state when 1) a person dies without leaving a will and has no heirs, or 2) when the property (such as a bank account) has been inactive for a certain period of time. Source: OCC
  • Ex officio: Literally, by virtue of one's office.
  • Existing lessee: means any of the following:

    (a) The lessee who is entitled to the use of state lands at the time the lands are considered for classification and are classified as trust lands suitable for conservation purposes. See Arizona Laws 37-311

  • Existing lessee: means any of the following:

    (a) The lessee who is entitled to the use of state lands at the time such lands are considered for classification and are classified as urban lands suitable for urban planning. See Arizona Laws 37-331

  • Expenses: includes attorney fees and all other costs and expenses reasonably related to a proceeding. See Arizona Laws 10-850
  • Fee simple: Absolute title to property with no limitations or restrictions regarding the person who may inherit it.
  • Fiduciary: A trustee, executor, or administrator.
  • 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

  • Fraud: Intentional deception resulting in injury to another.
  • Geographic information system: means computer-based technologies for storing, manipulating and analyzing geospatial data. See Arizona Laws 37-171
  • Geospatial data: means digital data using geographic or projected map coordinate values, identification codes and associated descriptive data to locate and describe boundaries or features on, above or below the surface of the earth or characteristics of the earth's inhabitants or its natural or human-constructed features. See Arizona Laws 37-171
  • Grantee: includes every person to whom an estate or interest in real property passes, in or by a deed. See Arizona Laws 1-215
  • Grazing lands: means lands which can be used only for the ranging of livestock. See Arizona Laws 37-101
  • Habeas corpus: A writ that is usually used to bring a prisoner before the court to determine the legality of his imprisonment. It may also be used to bring a person in custody before the court to give testimony, or to be prosecuted.
  • Health information organization: means an organization that oversees and governs the exchange of individually identifiable health information among organizations according to nationally recognized standards. See Arizona Laws 36-3801
  • Hearsay: Statements by a witness who did not see or hear the incident in question but heard about it from someone else. Hearsay is usually not admissible as evidence in court.
  • Holding lease: means a commercial lease issued solely to grant a limited use leasehold interest in state land in anticipation of future development. See Arizona Laws 37-101
  • Improvements: means anything permanent in character which is the result of labor or capital expended by the lessee or his predecessors in interest on state land in its reclamation or development, and the appropriation of water thereon, and which has enhanced the value of the land. See Arizona Laws 37-101
  • Individual: includes the estate of an incompetent or deceased individual. See Arizona Laws 10-140
  • Infrastructure: means facilities or amenities, such as streets, utilities, landscaping and open space, which are constructed or located on state lands and which are intended to benefit more than the land on which they are immediately located by enhancing the development potential and value of the state lands impacted by the facility or amenities. See Arizona Laws 37-101
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. Source: OCC
  • Irrigation district: means an irrigation district, drainage district, water conservation district, agricultural improvement district, and, in addition thereto, includes any district, political subdivision, government agency, canal company, association, corporation or instrumentality of the state, having territorial boundaries and created or organized for the purpose of furnishing irrigation water for lands in the state. See Arizona Laws 37-1002
  • Joint resolution: A legislative measure which requires the approval of both chambers.
  • Known place of business: means the known place of business required to be maintained pursuant to section 10-501. See Arizona Laws 10-140
  • Leapfrog development: means the development of lands in a manner requiring the extension of public facilities and services from their existing terminal point through intervening undeveloped areas that are scheduled for development at a later time, according to the plans of the local governing body having jurisdiction for the area and which is responsible for the provision of these facilities and services. See Arizona Laws 37-101
  • Leased school or university land: means school or university land for which a lease has been issued by the state, or the territory of Arizona, under which the lessee retains rights. See Arizona Laws 37-101
  • Less restrictive alternative: means court ordered treatment in a setting that is less restrictive than total confinement and that is conducted in a setting approved by the superintendent of the state hospital. See Arizona Laws 36-3701
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Liability: means the obligation to pay a judgment, settlement, penalty or fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding and includes obligations and expenses that have not yet been paid by the indemnified person but that have been or may be incurred. See Arizona Laws 10-850
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • Local planning authorities: means any city, town or county in which urban lands suitable for urban planning are located. See Arizona Laws 37-331
  • Lot: means a unit of identical or similar items that are produced by one person and that are grouped or consolidated in one or more containers for packaging or transporting or a cluster of identical or similar items that are produced by one person and that are included in the same shipping order, bill of lading or other itemized transport order. See Arizona Laws 3-481
  • 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
  • Mental disorder: means a paraphilia, personality disorder or conduct disorder or any combination of paraphilia, personality disorder and conduct disorder that predisposes a person to commit sexual acts to such a degree as to render the person a danger to the health and safety of others. See Arizona Laws 36-3701
  • Misdemeanor: Usually a petty offense, a less serious crime than a felony, punishable by less than a year of confinement.
  • Month: means a calendar month unless otherwise expressed. See Arizona Laws 1-215
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Mortgagee: The person to whom property is mortgaged and who has loaned the money.
  • 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.
  • Officer: means an individual who is or was an officer of a corporation or an individual who, while an officer of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other entity. See Arizona Laws 10-850
  • Official capacity: means , if used with respect to a director, the office of director in a corporation and, if used with respect to an officer as contemplated in section 10-856, the office in a corporation held by the officer. See Arizona Laws 10-850
  • Open space: means land that is generally free of land uses that would jeopardize the conservation and open space values of the land or development that would obstruct the scenic beauty of the land. See Arizona Laws 37-311
  • Opt out: means an individual's written decision that the individual's individually identifiable health information cannot be shared through a health information organization. See Arizona Laws 36-3801
  • Outside director: means a director who, when serving as a director, was not an officer, employee or holder of more than five per cent of the outstanding shares of any class of stock of the corporation or of any affiliate of the corporation. See Arizona Laws 10-850
  • Oversight: Committee review of the activities of a Federal agency or program.
  • Packer: means a person, other than a producer, shipper or dealer, that is engaged in the business of harvesting or packing fruit or vegetables. See Arizona Laws 3-481
  • Participation contract: means a contract arising out of a sale together with other rights and obligations in trust lands whereby the department receives a share of the revenues generated by subsequent sales or leases. See Arizona Laws 37-101
  • 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.
  • Party: includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding. See Arizona Laws 10-850
  • Person: includes an individual and entity. See Arizona Laws 10-140
  • Person: includes a corporation, company, partnership, firm, association or society, as well as a natural person. See Arizona Laws 1-215
  • Person: includes an individual, firm, association, partnership, trust or corporation. See Arizona Laws 3-481
  • Personal property: includes money, goods, chattels, things in action and evidences of debt. See Arizona Laws 1-215
  • Personal property: All property that is not real property.
  • Petition: means a petition for the creation or for the dissolution of a district. See Arizona Laws 37-1002
  • Petty offense: A federal misdemeanor punishable by six months or less in prison. Source: U.S. Courts
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
  • Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. Source: OCC
  • President: means that officer designated as the president in the articles of incorporation or bylaws or, if not so designated, that officer authorized in the articles of incorporation, bylaws or otherwise to perform the functions of the chief executive officer, irrespective of the name by which designated. See Arizona Laws 10-140
  • Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
  • Probable cause: A reasonable ground for belief that the offender violated a specific law.
  • Proceeding: includes a civil suit and a criminal, administrative and investigatory action. See Arizona Laws 10-140
  • Proceeding: means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal. See Arizona Laws 10-850
  • Process: means a citation, writ or summons issued in the course of judicial proceedings. See Arizona Laws 1-215
  • Producer: means a person that is engaged in this state in the business of producing or causing fruit or vegetables to be produced for market in commercial quantities. See Arizona Laws 3-481
  • Property: includes both real and personal property. See Arizona Laws 1-215
  • Public agency: means any agency or instrumentality of the United States, this state, another state, a regional council of governments in this state, an Indian tribe, nation, community or band, any political subdivision of this state or another state or any foreign country. See Arizona Laws 37-171
  • Public lands: means all lands within the exterior boundaries of this state except lands:

    (a) To which title is held by any natural person, corporation, company, partnership, firm, association, society or any other entity. See Arizona Laws 37-901

  • Qualified elector: means a person who is a district cooperator and a qualified elector of the state. See Arizona Laws 37-1002
  • Remand: When an appellate court sends a case back to a lower court for further proceedings.
  • Required disclosure: means disclosure by the director who has a conflicting interest of both:

    (a) The existence and nature of the conflicting interest. See Arizona Laws 10-860

  • Secretary: means that officer designated as the secretary in the articles of incorporation or bylaws or that officer authorized in the articles of incorporation, the bylaws or otherwise to perform the functions of secretary, irrespective of the name by which designated. See Arizona Laws 10-140
  • 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.
  • Sexually violent offense: means any of the following:

    (a) Indecent exposure to a person who is under fifteen years of age pursuant to section 13-1402, public sexual indecency to a minor pursuant to section 13-1403, sexual conduct with a minor pursuant to section 13-1405, sexual assault pursuant to section 13-1406, molestation of a child pursuant to section 13-1410, continuous sexual abuse of a child pursuant to section 13-1417 or sexual assault of a spouse if the offense was committed before August 12, 2005. See Arizona Laws 36-3701

  • Sexually violent person: means a person to whom both of the following apply:

    (a) Has ever been convicted of or found guilty but insane of a sexually violent offense or was charged with a sexually violent offense and was determined incompetent to stand trial. See Arizona Laws 36-3701

  • 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
  • Shares: means the units into which the proprietary interests in a corporation are divided. See Arizona Laws 10-140
  • State general plan: means a policy document that addresses appropriate uses for state lands, provides a general basis for a development plan and makes policy statements related to the use and management of state lands. See Arizona Laws 37-331
  • State lands: means any land owned or held in trust, or otherwise, by the state, including leased school or university land. See Arizona Laws 37-101
  • state natural resource conservation commissioner: means the state land commissioner. See Arizona Laws 37-1002
  • Statute: A law passed by a legislature.
  • Sublease: means an agreement in which the lessee relinquishes control of the leased land to another party for the purposes authorized in the lease. See Arizona Laws 37-101
  • Summons: Another word for subpoena used by the criminal justice system.
  • Supervisor: means a member of the governing body of a district, elected or appointed in accordance with the provisions of this chapter. See Arizona Laws 37-1002
  • Teledentistry: means the use of data transmitted through interactive audio, video or data communications for the purposes of examination, diagnosis, treatment planning, consultation and directing the delivery of treatment by dentists and dental providers in settings permissible under title 32, chapter 11 or specified in rules adopted by the board. See Arizona Laws 36-3611
  • Trust land: means any land that is owned or held in trust by this state. See Arizona Laws 37-311
  • Trustee: A person or institution holding and administering property in trust.
  • Urban lands: means any state lands which are adjoining existing commercially or homesite developed lands and which are either:

    (a) Within the corporate boundaries of a city or town. See Arizona Laws 37-101

  • Urban sprawl: means the development of lands in a manner requiring the extension of public facilities and services on the periphery of an existing urbanized area where such extension is not provided for in the existing plans of the local governing body having the responsibility for the provision of these facilities and services to the lands in question. See Arizona Laws 37-101
  • Variable Rate: Having a "variable" rate means that the APR changes from time to time based on fluctuations in an external rate, normally the Prime Rate. This external rate is known as the "index." If the index changes, the variable rate normally changes. Also see Fixed Rate.
  • Vote: includes authorization by written ballot and written consent. See Arizona Laws 10-3140
  • Voting group: means all shares of one or more classes or series that under the articles of incorporation or chapters 1 through 17 of this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Arizona Laws 10-140
  • Writ: means an order or precept in writing issued in the name of the state or by a court or judicial officer. See Arizona Laws 1-215
  • Writ: A formal written command, issued from the court, requiring the performance of a specific act.
  • written: includes blockchain technology as defined in section 44-7061. See Arizona Laws 10-140
  • Written: means in handwriting or through an electronic transaction that meets the requirements of title 44, chapter 26. See Arizona Laws 36-3801