AZ LAW BOOK

10-3203. Incorporation A. Unless a delayed effective date is specified in the articles of incorporation, incorporation occurs and the corporate existence begins when the articles of incorporation and certificate of disclosure are delivered to the commission for filing. B. The commission's filing of the articles of incorporation and certificate of disclosure is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation pursuant to chapter 37 of this title. C. Subject to section 10-3124, if the commission determines that the requirements of chapters 24 through 42 of this title for filing have not been met, the articles of incorporation and certificate of disclosure shall not be filed and the corporate existence terminates at the time the commission completes the determination. If the corporate existence is terminated pursuant to this subsection, sections 10-11404, 10- 11405 and 10-11406 apply. D. Within sixty days after the commission approves the filing, either of the following must occur: 1. A copy of the articles of incorporation shall be published. An affidavit evidencing the publication may be filed with the commission. 2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130. 10-3204. Liability for noncorporate transactions All persons purporting to act as or on behalf of a corporation with actual knowledge that no corporation exists under chapters 24 through 40 of this title are jointly and severally liable to the extent not precluded by section 12-2506 for all liabilities created while so acting. 10-3205. Organization of corporation After incorporation the board of directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting. 10-3206. Bylaws A. The board of directors of a corporation shall adopt initial bylaws for the corporation. B. The bylaws of a corporation may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation. 10-3207. Emergency Bylaws A. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection D of this section. The emergency bylaws are subject to amendment or repeal by the members and may make all provisions necessary for managing the corporation during the emergency, including all of the following: 1. Procedures for calling a meeting of the board of directors. 2. Quorum requirements for the meeting. 3. Designation of additional or substitute directors. B. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. C. Corporate action taken in good faith in accordance with the emergency bylaws both: 1. Binds the corporation. 2. May not be used to impose liability on a corporate director, officer, employee or agent. D. An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of a local emergency, a state of emergency or a state of war emergency, all as defined in section 26-301. Title 10, Chapter 26 PURPOSES AND POWERS-NONPROFIT CORPORATIONS

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Law Book Revised 11.02.2017