AZ LAW BOOK

D. The record date fixed under this section shall not be more than seventy days before the meeting or action requiring a determination of members. E. A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting, unless the board fixed a new date for determining the right to notice or the right to vote. The board shall fix a new date for determining the right to notice or the right to vote if the meeting is adjourned to a date that is more than seventy days after the record date for determining members entitled to notice of the original meeting. F. If a court orders a meeting adjourned to another date, the original record date for notice of voting continues in effect. 10-3708. Action by written ballot A. Unless prohibited or limited by the articles of incorporation or bylaws, any action that the corporation may take at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. B. A written ballot shall: 1. Set forth each proposed action. 2. Provide an opportunity to vote for or against each proposed action. C. Approval by written ballot pursuant to this section is valid only if both: 1. The number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action. 2. The number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. D. All solicitations for votes by written ballot shall: 1. Indicate the number of responses needed to meet the quorum requirements. 2. State the percentage of approvals necessary to approve each matter other than election of directors. 3. Specify the time by which a ballot must be delivered to the corporation in order to be counted, which time shall not be less than three days after the date that the corporation delivers the ballot. E. Except as otherwise provided in the articles of incorporation or bylaws, a written ballot shall not be revoked. F. After providing notice that complies with subsection G of this section to members that a vote shall be conducted by electronic means, a written ballot may be delivered through an online voting system that does all of the following: 1. Authenticates the member's identity. 2. Authenticates the validity of each electronic vote to ensure that the vote is not altered in transit. G. The notice prescribed by subsection F of this section shall include a reasonable procedure by which a member may obtain and cast a ballot through some other form of delivery, including United States mail delivery and fax transmission. Article 2 Voting 10-3720. Members’ list for meeting A. After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all of its members who are entitled to notice of the meeting. The list shall show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting another list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting and the corporation shall prepare that list on the same basis and make it a part of the list of members. B. For the purpose of communication with other members concerning the meeting the corporation shall make the list of members available for inspection by any member at the corporation's principal office or at another place identified in the meeting notice in the city where the meeting will be held. On written demand a member, a member's agent or a member's attorney may inspect and, subject to the limitations 3. Transmits a receipt to each member who casts an electronic vote. 4. Stores electronic votes for recount, inspection and review purposes.

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Law Book Revised 11.02.2017