AZ LAW BOOK

2. Order the plaintiff to pay any defendant's reasonable expenses, including attorney fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose. 3. Order a party to pay an opposing party's reasonable expenses, including attorney fees, incurred because of the filing of any pleading, motion or other paper, if it finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, including to harass or to cause unnecessary delay or needless increase in the cost of litigation. 10-3637. Applicability to foreign corporations In any derivative proceeding in the right of a foreign corporation, the matters covered by this article are governed by the laws of the jurisdiction of incorporation of the foreign corporation except for sections 10- 3633, 10-3635 and 10-3636. Article 5 Delegates 10-3640. Delegates A. A corporation may provide in its articles of incorporation or bylaws for delegates that have some or all of the authority of members. B. The articles of incorporation or bylaws may set forth provisions relating to: 1. The characteristics, qualifications, rights, limitations and obligations of delegates including the delegates' selection and removal. 2. Calling, noticing, holding and conducting meetings of delegates. 3. Carrying on corporate activities during and between meetings of delegates. Title 10, Chapter 30 MEMBERS' MEETINGS AND VOTING-NONPROFIT CORPORATIONS Article 1 Meetings and Action Without Meetings 10-3701. Annual and regular meetings; exceptions A. Unless otherwise provided in the articles of incorporation or bylaws, a corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. B. A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws. C. A corporation may hold annual and regular membership meetings in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, the corporation shall hold annual and regular meetings at the corporation's principal office. D. At regular meetings the members shall consider and act on any matter raised and that is consistent with the notice requirements of section 10-3705. E. The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action. F. Notwithstanding this chapter, a condominium association shall comply with title 33, chapter 9 and a planned community association shall comply with title 33, chapter 16 to the extent that this chapter is inconsistent with title 33, chapters 9 and 16. 10-3702. Special meeting A. A corporation with members shall hold a special meeting of members either: 1. On the call of its board or of the person or persons authorized to do so by the articles or bylaws. 2. Except as provided in the articles of incorporation or bylaws of a corporation organized primarily for religious purposes, if the holders of at least ten per cent of the voting power of any

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Law Book Revised 11.02.2017