AZ LAW BOOK

B. A member of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control or purpose of duration of the corporation. 10-11002. Amendment by board of directors A. If a corporation has members who are otherwise entitled to vote on amendments to the corporation's articles, then unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval to either: 1. Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law. 2. Delete the names and addresses of the initial directors. 3. Delete the name and address of the initial statutory agent or known place of business, if a statement of change is on file with the commission. 4. Change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", "association", "society", or the abbreviation "corp.", "inc.", "co.", "ltd.", "assn." or "socy." for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name. 5. Make any other change expressly permitted by chapters 24 through 40 of this title or the articles of incorporation to be made by director action. B. If a corporation has no members or if no members are entitled to vote on the proposed amendment, the board of directors may adopt one or more amendments to the corporation's articles of incorporation. C. Adoption of an amendment pursuant to this section requires the approval in writing by any person or persons whose approval is required pursuant to section 10-11030 for an amendment to the articles of incorporation or bylaws. 10-11003. Amendment by board of directors and members A. The following apply to amendments to the articles of incorporation by the board of directors and the members, if there are members entitled to vote on the amendment: 1. A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the members. 2. For the amendment to be adopted all of the following shall have occurred: (a) The board of directors shall recommend the amendment to the members unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for that determination to the members with the amendment. (b) The members entitled to vote on the amendment shall approve the amendment as provided by paragraph 5 of this subsection. (c) Each person whose approval is required by the articles of incorporation as authorized by section 10-11030 for an amendment to the articles of incorporation or bylaws shall approve the amendment in writing. 3. The board of directors may condition its submission of the proposed amendment on any basis. 4. The corporation shall notify each member entitled to vote of the proposed members' meeting in accordance with section 10-3705. The notice of meeting shall also state that the purpose or one of the purposes of the meeting is to consider the proposed amendment and shall contain or be accompanied by a copy or summary of the amendment. 5. Unless chapters 24 through 40 of this title, the articles of incorporation or the board of directors acting pursuant to paragraph 3 of this subsection requires a greater vote or voting by class, the amendment to be adopted shall be approved by two-thirds of the votes cast or a majority of the voting power, whichever is less. B. The following apply to amendments to the articles of incorporation by the members, if there are members: 1. If the articles of incorporation expressly permit, the members may propose amendments to the articles of incorporation. If so permitted, the articles of incorporation shall set forth procedures for adopting member initiated amendments, including the percentage of voting power and method of notice required to propose an amendment and the responsibility for calling a member meeting to consider the amendment.

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Law Book Revised 11.02.2017