|Article 1||General Provisions||3-601 – 3-634|
|Article 3||Regulation of Trade and Real Milk Products||3-661 – 3-671|
Terms Used In Arizona Laws > Title 3 > Chapter 4
- acknowledgment: means either an acknowledgment pursuant to title 33, chapter 4, article 5 or the signature, without more, of the person or persons signing the instrument, in which case the signature or signatures constitute the affirmation or acknowledgment of the signatory, under penalties of perjury, that the instrument is the act and deed of the signatory and that the facts stated in the instrument are true. See Arizona Laws 10-140
- 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
- Address: means a mailing address. See Arizona Laws 10-140
- Adulterated: means the existence of one or more of the conditions described in section 402 of the federal food, drug and cosmetic act, as amended (52 Stat. See Arizona Laws 3-601
- Affiliate: means a person that directly or indirectly controls, is controlled by or is under common control with a specified person. See Arizona Laws 10-2701
- 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
- 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.
- Announcement date: when used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for the business combination. See Arizona Laws 10-2701
- 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: means all real, personal, tangible and intangible property and rights in property, including cash, buildings, equipment, investments and contracts with other entities. See Arizona Laws 10-11251
- Associate: when used to indicate a relationship with any person, means any of the following:
(a) Any corporation or entity of which the person is an officer, director or partner or is, directly or indirectly, the beneficial owner of ten per cent or more of any class or series of shares or other equity interest. See Arizona Laws 10-2701
- Associate director: means the associate director of the division. See Arizona Laws 3-601
- Associate director: means the associate director of the division. See Arizona Laws 3-661
- Associate director: means the associate director of the division. See Arizona Laws 3-201
- Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
- beneficially owned: when used with respect to shares, refers to any of the following:
(a) A person who, directly or indirectly through any agreement, arrangement, relationship, understanding or otherwise, whether or not in writing, has or shares the power to vote, or direct the voting of the shares, or has or shares the power to dispose of or direct the disposition of the shares, except that:
(i) A person is not deemed the beneficial owner of shares tendered pursuant to a tender or exchange offer made by the person or any of the person's affiliates or associates until the tendered shares are accepted for purchase or exchange. See Arizona Laws 10-2701
- Bequest: Property gifted by will.
- 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 combination: when used in reference to any issuing public corporation and any interested shareholder of the issuing public corporation, means any of the following:
(a) Any merger or consolidation of the issuing public corporation or any subsidiary of the issuing public corporation with either:
(i) The interested shareholder. See Arizona Laws 10-2701
- 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
- Butter: means the clean and nonrancid product containing not less than eighty per cent milk fat produced by gathering the fat of milk or cream into a mass, containing a small portion of other milk constituents, and with or without salt or harmless coloring matter. See Arizona Laws 3-601
- 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
- Certificate of disclosure: means the certificate of disclosure described in section 10-202. See Arizona Laws 10-140
- Charity: An agency, institution, or organization in existence and operating for the benefit of an indefinite number of persons and conducted for educational, religious, scientific, medical, or other beneficent purposes.
- 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
- Community benefit assets: means every asset that has been used in connection with community benefit activity during the previous year. See Arizona Laws 10-11251
- Community benefit organization: means a nonprofit charitable organization that is tax-exempt under section 501(c)(3) of the internal revenue code and whose mission is solely to engage in community benefit activities. See Arizona Laws 10-11251
- Community benefit purposes: means those purposes for which an entity may qualify for exemption pursuant to section 501(c)(3) of the internal revenue code, or for similar activity engaged in by a for profit organization. See Arizona Laws 10-11251
- Community health center: means a primary care facility that provides medical care in medically underserved areas as designated in section 36-2352 or in medically underserved areas or medically underserved populations as designated by the United States department of health and human services. See Arizona Laws 10-11251
- Conspicuous: means so written that a reasonable person against whom the writing is to operate should have noticed it. See Arizona Laws 10-140
- Corporation: includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. See Arizona Laws 10-3850
- Court: means the superior court of this state. See Arizona Laws 10-140
- crop: includes every kind of vegetation, wild or domesticated, and any part thereof, as well as seed, fruit or other natural product of such vegetation. See Arizona Laws 3-201
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Delegates: means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters. See Arizona Laws 10-3140
- Deliver: includes sending by mail, private courier, fax or electronic transmission. See Arizona Laws 10-140
- Delivery: means actual receipt by the person or entity to which directed and for electronic transmissions means receipt as described in section 44-7015, subsection B. See Arizona Laws 10-140
- Derivative proceeding: means a civil suit in the right of a domestic corporation or, to the extent provided in section 10-3637, in the right of a foreign corporation. See Arizona Laws 10-3630
- Devise: To gift property by will.
- 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 10-3850
- Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
- Diseases: includes any fungus, bacterium, virus or other organism of any kind and any unknown cause that is or may be found to be injurious, or likely to be or to become injurious to any domesticated or cultivated plant, or to the product of any such plant. See Arizona Laws 3-201
- Dissolved: means the status of a corporation on either:
(a) Effectiveness of articles of dissolution pursuant to section 10-1403, subsection B or section 10-1421, subsection B. See Arizona Laws 10-140
- 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
- Division: means the animal services division of the Arizona department of agriculture. See Arizona Laws 3-601
- 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.
- Effective date of notice: is a s prescribed in section 10-141. See Arizona Laws 10-140
- 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
- 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
- Ex officio: Literally, by virtue of one's office.
- Executed by the corporation: means executed by manual or facsimile signature on behalf of the corporation by a duly authorized officer or, if the corporation is in the hands of a receiver or trustee, by the receiver or trustee. See Arizona Laws 10-140
- Executor: A male person named in a will to carry out the decedent
- Expenses: include attorney fees and other costs and expenses reasonably related to a proceeding. See Arizona Laws 10-3850
- Federal milk ordinance: means the recommendations of the United States public health service grade "A" pasteurized milk ordinance with administrative procedures. See Arizona Laws 3-601
- 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
- Foreign corporation: means a corporation for profit that is incorporated under a law other than the law of this state. See Arizona Laws 10-140
- Frozen desserts: means ice cream, frozen custard, french ice cream, ice milk, quiescently frozen confection, quiescently frozen dairy confection, french custard ice cream, artificially sweetened ice cream, manufactured desserts mix, whipped cream confection, bisque tortoni, sherbets, water ice and mellorine frozen desserts and all such other products, together with any mix used in making such frozen desserts, and any other products which are similar in appearance, odor or taste to such products or are prepared or frozen as frozen desserts are customarily prepared and frozen, whether made with dairy products or nondairy products. See Arizona Laws 3-601
- General specifications for dairy plants: means those specifications adopted by the United States department of agriculture and published in title 7 Code of Federal Regulations part 58, subpart B. See Arizona Laws 3-601
- Governmental subdivision: includes an authority, county, district, municipality and political subdivision. See Arizona Laws 10-140
- Handler: means a person who as owner, agent, broker or intermediary, either directly or indirectly, receives, purchases or otherwise acquires ownership, possession or control of milk in unprocessed or bulk form from a producer or a producer-handler for manufacturing, processing, selling or other handling. See Arizona Laws 3-601
- have mailed: means to deposit or have deposited a communication in the United States mail with first class or airmail postage prepaid. See Arizona Laws 10-140
- 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
- Individual: includes the estate of an incompetent or deceased individual. See Arizona Laws 10-140
- Insolvent: means inability of a corporation to pay its debts as they become due in the usual course of its business. See Arizona Laws 10-140
- Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
- Interested shareholder: when used in reference to any issuing public corporation, means any person, other than the issuing public corporation or any subsidiary of the issuing public corporation, that is either:
(a) The beneficial owner, directly or indirectly, of ten per cent or more of the voting power of the outstanding shares of the issuing public corporation. See Arizona Laws 10-2701
- Interrogatories: Written questions asked by one party of an opposing party, who must answer them in writing under oath; a discovery device in a lawsuit.
- Issuing public corporation: means a corporation that has a class of equity securities registered pursuant to section 12 or is subject to section 15(d) of the securities exchange act of 1934 or has elected to be subject to all or part of this chapter pursuant to section 10-2706 and which either:
(a) Is incorporated under the laws of this state. See Arizona Laws 10-2701
- Known place of business: means the known place of business required to be maintained pursuant to section 10-501. See Arizona Laws 10-140
- 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
- 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 actually incurred with respect to a proceeding and includes obligations and expenses that have not yet been paid by the indemnified persons but that have been or may be incurred. See Arizona Laws 10-3850
- Manufactured milk products: includes :
(a) Butter. See Arizona Laws 3-601
- Manufacturing milk processing plant: means any place, premises or establishment where manufacturing milk or manufactured milk products, or any combination of them, are collected, handled, processed, manufactured, stored, pasteurized, aseptically processed, bottled or prepared for distribution. See Arizona Laws 3-601
- Market value: when used in reference to stock or property of any issuing public corporation, means the following:
(a) In the case of stock, the highest closing sale price during the thirty day period immediately preceding the date in question of the stock on the composite tape for New York stock exchange listed stock or, if the stock is not quoted on the composite tape or not listed on the New York stock exchange, on the principal United States securities exchange registered under the securities exchange act of 1934 on which the stock is listed or, if the stock is not listed on any such exchange, on the national association of securities dealers, inc. See Arizona Laws 10-2701
- Measuring device: includes a measuring rod and a transparent measuring tube. See Arizona Laws 3-601
- 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
- Milk distributing plant: means a plant processing and distributing milk and milk products other than products made from manufacturing milk. See Arizona Laws 3-601
- Milk holding tank: means a stationary tank used to measure milk or cream. See Arizona Laws 3-601
- Misbranded: means either:
(a) The existence of one or more of the conditions described in section 403 of the federal food, drug and cosmetic act, as amended (52 Stat. See Arizona Laws 3-601
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- Newspaper: has the meaning set forth in section 39-201. See Arizona Laws 10-140
- Nonprofit health care entity: means a licensed hospital or community health center that holds tax-exempt status pursuant to section 501(c)(3) of the internal revenue code. See Arizona Laws 10-11251
- Notice of completion: means the written notice that is sent by the hearing officer to the chairman of the corporation commission after the hearing officer holds a public hearing and files a summary report pursuant to section 10-11253. See Arizona Laws 10-11251
- Nursery: means real property or other premises on or in which nursery stock is propagated, grown or cultivated or from which source nursery stock is offered for distribution or sale. See Arizona Laws 3-201
- Nursery stock: includes all trees, shrubs, vines, cacti, agaves, succulents, herbaceous plants whether annuals, biennials or perennials, bulbs, corms, rizomes, roots, decorative plant material, flowers, fruit pits or seeds, cuttings, buds, grafts, scions and other plants intended for sale, gift or propagation, either cultivated or collected in the wild, except seeds as regulated by article 2 of this chapter, fruit and vegetables regulated by chapter 3, articles 2 and 4 of this title and cotton plants. See Arizona Laws 3-201
- 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 10-3850
- 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 10-3856, the office in a corporation held by the officer. See Arizona Laws 10-3850
- Outside director: means a director who, when serving as a director, is not or was not a compensated officer, employee or member holding more than ten per cent of the voting power of the corporation or any affiliate of the corporation or an officer, employee or holder of more than ten per cent of the voting power of such a member or any affiliate of that member. See Arizona Laws 10-3850
- Party: includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding. See Arizona Laws 10-3850
- pasteurized: means a process prescribed by the standards set forth in the federal milk ordinance or any other process demonstrated to be equally efficient and approved by the associate director. See Arizona Laws 3-601
- Person: means an individual, a corporation, a partnership, a syndicate, an association, a joint stock company, a trust in which the interests of the beneficiaries are evidenced by securities, an unincorporated organization or entity or a government or political subdivision of a government. See Arizona Laws 10-2701
- Person: includes an individual and entity. See Arizona Laws 10-140
- Pests: includes all noxious weeds, insects, diseases, mites, spiders, nematodes and other animal or plant organisms found injurious, or likely to be or to become injurious, to any domesticated, cultivated, native or wild plant, or to the product of any such plant. See Arizona Laws 3-201
- Plaintiff: The person who files the complaint in a civil lawsuit.
- Plan: means a plan of merger, interest exchange, conversion, domestication or division, as applicable. See Arizona Laws 10-11101
- Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
- 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.
- Principal office: means the office, in or out of this state, so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located or in any other document executed by the corporation by an officer and delivered to the commission for filing. 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 10-3850
- Proceeding: includes a civil suit and a criminal, administrative and investigatory action. See Arizona Laws 10-140
- Producer: means a person that produces milk from cows and whose bulk milk is received, acquired or handled by a handler. See Arizona Laws 3-601
- Producer-distributor: means a producer of milk handling his own product exclusively and distributing it as milk. See Arizona Laws 3-601
- Producer-manufacturer: means a producer of milk handling his own product exclusively, and manufacturing milk products therefrom and distributing the products. See Arizona Laws 3-601
- Proxy voting: The practice of allowing a legislator to cast a vote in committee for an absent legislator.
- Publish: means to publish in a newspaper of general circulation in the county of the known place of business for three consecutive publications. See Arizona Laws 10-140
- Quorum: The number of legislators that must be present to do business.
- Record date: means the date established under chapter 6 or 7 of this title on which a corporation determines the identity of its shareholders and their shareholdings for purposes of chapters 1 through 17 of this title. See Arizona Laws 10-140
- 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
- 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 10-3860
- Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
- Right of rescission: Right to cancel, within three business days, a contract that uses the home of a person as collateral, except in the case of a first mortgage loan. There is no fee to the borrower, who receives a full refund of all fees paid. The right of rescission is guaranteed by the Truth in Lending Act (TILA). Source: OCC
- 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
- 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.
- 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
- Shares: means those shares presently entitled to vote in the election of directors of the issuing public corporation. See Arizona Laws 10-2701
- Shipment: includes anything that is brought into the state or that is transported within the state and that may be the host or may contain or carry or may be susceptible of containing, carrying or having present on, in or about it any plant pest or plant disease. See Arizona Laws 3-201
- Statute: A law passed by a legislature.
- Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
- 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
- Supervisor: means the state dairy supervisor employed pursuant to section 3-603. See Arizona Laws 3-601
- Trade product: means a product which has the appearance, taste, smell, texture or color of, but is not, a real product; which, taken as a whole, bears resemblance to or is in imitation of a real product, or could be mistaken for a real product. See Arizona Laws 3-661
- Transaction: means a merger, an interest exchange, a conversion, a domestication or a division, as applicable. See Arizona Laws 10-11101
- Treasurer: means that officer designated as the treasurer in the articles of incorporation or bylaws or that officer authorized in the articles of incorporation or bylaws or otherwise to perform the functions of treasurer, irrespective of the name by which designated. See Arizona Laws 10-140
- trustees: means individuals, designated in the articles of incorporation or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. See Arizona Laws 10-3140
- United States: includes a district, authority, bureau, commission and department and any other agency of the United States. See Arizona Laws 10-140
- Venue: The geographical location in which a case is tried.
- Vice-president: means an officer designated as the vice-president in the articles of incorporation or bylaws or an officer authorized in the articles of incorporation, the bylaws or otherwise to perform the functions of a vice-president, irrespective of the name by which designated. See Arizona Laws 10-140
- 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
- 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
- written: includes blockchain technology as defined in section 44-7061. See Arizona Laws 10-140