AZ LAW BOOK

10-11022. Class voting by members on amendments The members of a class of a corporation are entitled to vote as a class on a proposed amendment to the

bylaws only if a class vote is provided for in the articles of incorporation or bylaws. 10-11023. Bylaw increasing quorum or voting requirement for members

A. If authorized by the articles of incorporation, members may adopt or amend a bylaw that fixes a greater quorum or voting requirement for members, or of classes of members, than is required by chapters 24 through 40 of this title. The adoption or amendment of a bylaw that adds, changes or deletes a greater quorum or voting requirement for members shall meet the same quorum requirement and shall be adopted by the same vote and classes of members required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. B. A bylaw that fixes a greater quorum or voting requirement for members under subsection A shall not be adopted, amended or repealed by the board of directors. 10-11024. Bylaw increasing quorum or voting requirement for directors A. A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed as follows: 1. If originally adopted by the members, only by the members. 2. If originally adopted by the board of directors, either by the members or by the board of directors. B. A bylaw that is adopted or amended by the members and that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the members or the board of directors. C. Action by the board of directors under subsection A, paragraph 2 to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors shall meet the same quorum requirement and shall be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. Article 3 Articles of Incorporation and Bylaws 10-11030. Approval by third persons The articles of incorporation may require a specified person or persons other than the board of directors to approve in writing any amendment to the articles of incorporation or bylaws and, unless the articles of incorporation or bylaws otherwise provide, that article provision may only be amended with the approval in writing of the specified person or persons. 10-11031. Amendment terminating members or redeeming or canceling memberships A. Any amendment to the articles of incorporation or bylaws of a corporation that terminates all members or any class of members or redeems or cancels all memberships or any class of memberships shall be adopted in accordance with section 10-11002, 10-11003, 10-11020 or 10-11021, as applicable, and this section. B. The members shall approve any amendment described in subsection A of this section by two-thirds of the votes cast by each class. C. The provisions of section 10-3621 do not apply to any amendment described in subsection A of this section. Title 10, Chapter 34 MERGERS AND OTHER RESTRUCTURING TRANSACTIONS-NONPROFIT CORPORATIONS Article 1 General Provisions 10-11101. Definitions A. In this article, unless the context otherwise requires:

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Law Book Revised 11.02.2017