AZ LAW BOOK

C. A director who is held liable under subsection A of this section for an unlawful distribution is entitled to contribution from: 1. Every other director who could be held liable under subsection A of this section for the unlawful distribution. 2. Each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of sections 10-11301 and 10-11302 or the articles of incorporation. D. A proceeding under this section is barred unless it is commenced within two years after the date on which the distribution is made. Article 4 Officers 10-3840. Officers A. A corporation shall have the officers described in its articles of incorporation or bylaws or appointed by the board of directors in accordance with the articles of incorporation or bylaws. B. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors. C. The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation. D. The same individual may simultaneously hold more than one office in a corporation. 10-3841. Duties and authority of officers Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties and authority of other officers. 10-3842. Standards of conduct for officers A. If an officer has discretionary authority with respect to any duties, an officer's duties shall be discharged under that authority: 1. In good faith. 2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances. 3. In a manner the officer reasonably believes to be in the best interests of the corporation. B. In discharging duties, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by either: 1. One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented. 2. Legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person's professional or expert competence. 3. In the case of corporations organized for religious purposes, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and who the officer believes to be reliable and competent in the matters presented. C. An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection B unwarranted. D. An officer is not liable for any action taken as an officer or any failure to take any action if the officer's duties were performed in compliance with this section. In any proceeding commenced under this section or any other provision of this chapter, an officer has all of the defenses and presumptions ordinarily available to an officer. An officer is presumed in all cases to have acted, failed to act or otherwise discharged such officer's duties in accordance with subsection A. The burden is on the party challenging an officer's action, failure to act or other discharge of duties to establish by clear and convincing evidence facts rebutting the presumption.

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Law Book Revised 11.02.2017