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

  • 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

  • Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
  • Advice and consent: Under the Constitution, presidential nominations for executive and judicial posts take effect only when confirmed by the Senate, and international treaties become effective only when the Senate approves them by a two-thirds vote.
  • 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.
  • 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
  • Agent: means a person who is authorized by the department of revenue to purchase and affix stamps on packages of cigarettes. See Arizona Laws 37-1401
  • Agricultural lands: means irrigated farm lands or dry farm lands devoted to the purpose of agriculture. See Arizona Laws 37-1002
  • Allegation: something that someone says happened.
  • Alternative fuel: means :

    (a) Electricity. See Arizona Laws 1-215

  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appraisal: A determination of property value.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • Arrest: Taking physical custody of a person by lawful authority.
  • 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
  • Associate director: means the associate director of the division. See Arizona Laws 3-481
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • 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.
  • Bed: means the land lying between the ordinary high watermarks of a watercourse. See Arizona Laws 37-1101
  • 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 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
  • Branch: means any banking office other than the principal banking office. See Arizona Laws 6-101
  • Branch office: means any place of business maintained by a licensee in addition to the principal place of business of a licensee. See Arizona Laws 6-1401
  • 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
  • Cigarette: means any roll of tobacco or any substitute for tobacco wrapped in paper or any substance not containing tobacco. See Arizona Laws 37-1401
  • 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 navigable stream adjudication commission established by section 37-1121. See Arizona Laws 37-1101
  • commission: means any office, board or commission of the state, or any political subdivision thereof, the salary or compensation of the incumbent or members of which is paid from a fund raised by taxation or by public revenue. See Arizona Laws 38-101
  • Commissioner: means the state land commissioner. See Arizona Laws 37-101
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • Conviction: A judgement of guilt against a criminal defendant.
  • 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.
  • Dealer: means a person that sells, markets or distributes fruit or vegetables that the person purchased from a producer or markets as an agent, broker or commission merchant, except at retail. See Arizona Laws 3-481
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Department: means the Arizona department of agriculture. See Arizona Laws 3-101
  • Department: means the state land department. See Arizona Laws 37-1002
  • Dependent: A person dependent for support upon another.
  • Deputy director: means the deputy director of the financial institutions division of the department. See Arizona Laws 6-101
  • Director: means the director of the department. See Arizona Laws 3-101
  • 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
  • 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
  • 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
  • Donor: The person who makes a gift.
  • 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
  • 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
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • 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.
  • Expenses: includes attorney fees and all other costs and expenses reasonably related to a proceeding. See Arizona Laws 10-850
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • 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

  • 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.
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • governmental: includes the government of the state, the government of the United States, and any subdivision, agency or instrumentality, corporate or otherwise, of either of them. See Arizona Laws 37-1002
  • Grand jury: agreement providing that a lender will delay exercising its rights (in the case of a mortgage,
  • Grazing lands: means lands which can be used only for the ranging of livestock. See Arizona Laws 37-101
  • Highway for commerce: means a corridor or conduit within which the exchange of goods, commodities or property or the transportation of persons may be conducted. See Arizona Laws 37-1101
  • Impeachment: (1) The process of calling something into question, as in "impeaching the testimony of a witness." (2) The constitutional process whereby the House of Representatives may "impeach" (accuse of misconduct) high officers of the federal government for trial in the Senate.
  • 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
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Indictment: The formal charge issued by a grand jury stating that there is enough evidence that the defendant committed the crime to justify having a trial; it is used primarily for felonies.
  • 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.
  • Insured: means any person covered under an insurance contract or other evidence of insurance coverage subject to regulation under title 20. See Arizona Laws 6-1401
  • 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
  • Landowner: means any private person, firm or corporation holding title to any land that is wholly or partially in territory in the vicinity of a military airport. See Arizona Laws 37-1202
  • 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
  • Legislative session: That part of a chamber's daily session in which it considers legislative business (bills, resolutions, and actions related thereto).
  • 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
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • 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
  • Man-made water conveyance system: means :

    (a) An irrigation or drainage canal, lateral canal, ditch or flume. See Arizona Laws 37-1101

  • Manager: means the manager of the section. See Arizona Laws 37-1202
  • Manufacturer: means :

    (a) An entity that manufactures or otherwise produces cigarettes or causes cigarettes to be manufactured or produced anywhere and that the manufacturer intends to be sold in this state, including cigarettes that are intended to be sold in the United States through an importer. See Arizona Laws 37-1401

  • 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
  • Misdemeanor: Usually a petty offense, a less serious crime than a felony, punishable by less than a year of confinement.
  • navigable watercourse: means a watercourse that was in existence on February 14, 1912, and at that time was used or was susceptible to being used, in its ordinary and natural condition, as a highway for commerce, over which trade and travel were or could have been conducted in the customary modes of trade and travel on water. See Arizona Laws 37-1101
  • Oath: includes an affirmation or declaration. See Arizona Laws 1-215
  • Oath: A promise to tell the truth.
  • 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
  • Ordinary high watermark: means the line on the banks of a watercourse established by fluctuations of water and indicated by physical characteristics, such as a clear natural line impressed on the bank, shelving, changes in the character of the soil, destruction of terrestrial vegetation or the presence of litter and debris, or by other appropriate means that consider the characteristics of the surrounding areas. See Arizona Laws 37-1101
  • 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
  • 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
  • Peace officers: means sheriffs of counties, constables, marshals, policemen of cities and towns, commissioned personnel of the department of public safety, personnel who are employed by the state department of corrections and the department of juvenile corrections and who have received a certificate from the Arizona peace officer standards and training board, peace officers who are appointed by a multicounty water conservation district and who have received a certificate from the Arizona peace officer standards and training board, police officers who are appointed by community college district governing boards and who have received a certificate from the Arizona peace officer standards and training board, police officers who are appointed by the Arizona board of regents and who have received a certificate from the Arizona peace officer standards and training board, police officers who are appointed by the governing body of a public airport pursuant to section 28-8426 and who have received a certificate from the Arizona peace officer standards and training board, peace officers who are appointed by a private postsecondary institution pursuant to section 15-1897 and who have received a certificate from the Arizona peace officer standards and training board and special agents from the office of the attorney general, or of a county attorney, and who have received a certificate from the Arizona peace officer standards and training board. See Arizona Laws 1-215
  • 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 and entity. See Arizona Laws 10-140
  • Person: includes an individual, firm, association, partnership, trust or corporation. See Arizona Laws 3-481
  • Petition: means a petition for the creation or for the dissolution of a district. See Arizona Laws 37-1002
  • 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.
  • Premium finance agreement: means a written agreement by which an insured or prospective insured agrees to pay to a premium finance company the amount advanced or to be advanced under the written agreement to an insurance producer in payment of premiums of an insurance contract together with interest or discount and a service charge as authorized and limited by this article. See Arizona Laws 6-1401
  • Premium finance company: means a person engaged in whole or in part in the business of financing insurance premiums, entering into premium finance agreements with insureds or otherwise acquiring premium finance agreements from insurance producers or other premium finance companies. See Arizona Laws 6-1401
  • 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.
  • 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
  • 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
  • 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
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Public entity: means the United States and its agents, this state, a county, city or town, a county flood control district or any other entity established under title 48. See Arizona Laws 37-1101
  • 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

  • Public law: A public bill or joint resolution that has passed both chambers and been enacted into law. Public laws have general applicability nationwide.
  • public officer: means the incumbent of any office, member of any board or commission, or his deputy or assistant exercising the powers and duties of the officer, other than clerks or mere employees of the officer. See Arizona Laws 38-101
  • Public trust land: means the portion of the bed of a watercourse that is located in this state and that is determined to have been a navigable watercourse as of February 14, 1912. See Arizona Laws 37-1101
  • public trust values: means commerce, navigation and fishing. See Arizona Laws 37-1101
  • Qualified elector: means a person who is a district cooperator and a qualified elector of the state. See Arizona Laws 37-1002
  • Quality control and quality assurance program: means the laboratory procedures implemented to ensure:

    (a) That operator bias, systematic and nonsystematic methodological errors and equipment-related problems do not affect the results of the testing. See Arizona Laws 37-1401

  • Quorum: The number of legislators that must be present to do business.
  • Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. Source: FDIC
  • 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.
  • Repeatability: means the range of values within which the repeat results of cigarette test trials from a single laboratory will fall ninety-five percent of the time. See Arizona Laws 37-1401
  • 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

  • Retailer: means any person, other than a manufacturer or wholesaler, who is engaged in selling cigarettes or tobacco products. See Arizona Laws 37-1401
  • Riparian area: means a geographically delineated area with distinct resource values, that is characterized by deep-rooted plant species that depend on having roots in the water table or its capillary zone and that occurs within or adjacent to a natural perennial or intermittent stream channel or within or adjacent to a lake, pond or marsh bed maintained primarily by natural water sources. See Arizona Laws 37-1101
  • Sale: means a transfer of title or possession, or both, or an exchange or barter, conditional or otherwise, in any manner or by any means whatever or any agreement to transfer, exchange or barter. See Arizona Laws 37-1401
  • 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
  • Sell: means to sell or to offer or agree to sell. See Arizona Laws 37-1401
  • 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.
  • 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
  • Shipper: means a person that ships, transports, sells or markets fruit or vegetables under the person's registered trademark or label or a person that first markets the fruit or vegetables on behalf of the producer. See Arizona Laws 3-481
  • 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
  • Subject property: means private land that is to be offered in a proposed exchange pursuant to this chapter. See Arizona Laws 37-1202
  • 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
  • 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
  • Temporary restraining order: Prohibits a person from an action that is likely to cause irreparable harm. This differs from an injunction in that it may be granted immediately, without notice to the opposing party, and without a hearing. It is intended to last only until a hearing can be held.
  • Testimony: Evidence presented orally by witnesses during trials or before grand juries.
  • Title: includes this title, title 32, chapters 9 and 36 and Title 44, Chapter 2. See Arizona Laws 6-101
  • Transcript: A written, word-for-word record of what was said, either in a proceeding such as a trial or during some other conversation, as in a transcript of a hearing or oral deposition.
  • Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
  • Venue: The geographical location in which a case is tried.
  • 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
  • Watercourse: means the main body or a portion or reach of any lake, river, creek, stream, wash, arroyo, channel or other body of water. See Arizona Laws 37-1101
  • Wholesaler: means a person, other than a manufacturer, who sells cigarettes or tobacco products to retailers or other persons for resale, and any person who owns, operates or maintains one or more cigarette or tobacco product vending machines in, at or on premises owned or occupied by any other person. See Arizona Laws 37-1401
  • written: includes blockchain technology as defined in section 44-7061. See Arizona Laws 10-140