10-744. Dismissal
A. A derivative proceeding may be dismissed by the court on motion by the corporation on any legal grounds including the group specified in subsection B has determined in good faith after conducting a reasonable inquiry on which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation.
B. The court may appoint a panel of one or more independent persons on motion by the corporation to determine whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff has the burden of proving by clear and convincing evidence that the requirements of subsection A have not been met. A person appointed by the court is not liable whatsoever for a determination made pursuant to this section.
Structure Arizona Revised Statutes
Title 10 - Corporations and Associations
§ 10-120 - Filing requirements
§ 10-122.01 - Public access fund; purpose; exemption; money on deposit account
§ 10-123 - Effective time and date of document
§ 10-124 - Correcting filed document; articles of incorporation; authority to transact business
§ 10-125 - Filing duty of commission
§ 10-127 - Evidentiary effect of copy of filed document
§ 10-128 - Certificate of good standing
§ 10-130 - Powers; duties; database
§ 10-142 - Number of shareholders
§ 10-202 - Articles of incorporation; violation; classification
§ 10-204 - Actions before incorporation; liability
§ 10-205 - Organization of corporation
§ 10-304 - Validity of actions
§ 10-501 - Known place of business and statutory agent
§ 10-502 - Change of known place of business or statutory agent
§ 10-503 - Resignation of statutory agent
§ 10-504 - Service on corporation
§ 10-602 - Terms of class or series determined by board of directors
§ 10-603 - Issued and outstanding shares
§ 10-620 - Subscription for shares
§ 10-622 - Liability of subscribers and shareholders
§ 10-624 - Share rights, options and warrants
§ 10-625 - Form and content of certificates
§ 10-626 - Shares without certificates
§ 10-627 - Restriction on transfer of shares and other securities; definition
§ 10-630 - Shareholders' preemptive rights; definition
§ 10-631 - Corporation's acquisition of its own shares
§ 10-640 - Distribution to shareholders
§ 10-703 - Court ordered meeting
§ 10-704 - Action by shareholders without meeting; notice
§ 10-708 - Participation in shareholders' meetings; remote communication
§ 10-720 - Shareholders' list for meeting
§ 10-721 - Voting entitlement of shares
§ 10-723 - Shares held by nominees
§ 10-724 - Corporation's acceptance of votes
§ 10-725 - Quorum and voting requirements for voting groups
§ 10-726 - Action by single and multiple voting groups
§ 10-727 - Greater quorum or voting requirements
§ 10-728 - Voting for directors; cumulative voting
§ 10-3720 - Members' list for meeting
§ 10-3721 - Voting entitlement generally
§ 10-3722 - Quorum requirements
§ 10-3723 - Voting requirements
§ 10-3725 - Cumulative voting for directors
§ 10-3726 - Other methods of electing directors
§ 10-3727 - Corporation's acceptance of votes
§ 10-732 - Shareholder agreements
§ 10-743 - Stay of proceedings
§ 10-745 - Discontinuance or settlement
§ 10-746 - Payment of expenses
§ 10-747 - Applicability to foreign corporations
§ 10-802 - Qualification of directors
§ 10-803 - Number and election of directors
§ 10-804 - Election of directors by certain classes or series of shareholders
§ 10-805 - Terms of directors generally
§ 10-806 - Staggered terms for directors
§ 10-807 - Resignation of directors
§ 10-808 - Removal of directors by shareholders
§ 10-809 - Removal of directors by judicial proceeding
§ 10-811 - Compensation of directors
§ 10-821 - Action by directors without meeting
§ 10-3820 - Regular and special meetings
§ 10-3821 - Action without meeting
§ 10-3822 - Call and notice of meetings
§ 10-3825 - Committees of the board
§ 10-830 - General standards of conduct for directors
§ 10-831 - Standards of liability for directors; presumption
§ 10-833 - Liability for unlawful distributions
§ 10-3830 - General standards for directors
§ 10-3833 - Liability for unlawful distributions
§ 10-842 - Standards of conduct for officers
§ 10-843 - Resignation and removal of officers
§ 10-844 - Contract rights of officers
§ 10-845 - Standards of liability for officers; presumption
§ 10-846 - Enforcement proceedings; liability for monetary damages; definitions
§ 10-3841 - Duties and authority of officers
§ 10-3842 - Standards of conduct for officers
§ 10-3843 - Resignation and removal of officers
§ 10-3844 - Contract rights of officers
§ 10-3845 - Officers' authority to execute documents
§ 10-851 - Authority to indemnify
§ 10-852 - Mandatory indemnification
§ 10-853 - Advance for expenses
§ 10-854 - Court ordered indemnification
§ 10-855 - Determination and authorization of indemnification
§ 10-856 - Indemnification of officers
§ 10-858 - Application of article
§ 10-3851 - Authority to indemnify
§ 10-3852 - Mandatory indemnification
§ 10-3853 - Advance for expenses
§ 10-3854 - Court ordered indemnification
§ 10-3855 - Determination and authorization of indemnification
§ 10-3856 - Indemnification of officers
§ 10-3858 - Application of article
§ 10-862 - Directors' action; definition
§ 10-863 - Shareholders' action; definition
§ 10-3862 - Directors' action; definition
§ 10-3863 - Members' action; definition
§ 10-3864 - Conflict of interest policy; exceptions
§ 10-1001 - Authority to amend
§ 10-1002 - Amendment by board of directors
§ 10-1003 - Amendment by board of directors and shareholders
§ 10-1004 - Voting on amendments by voting groups
§ 10-1005 - Amendment before issuance of shares
§ 10-1006 - Articles of amendment
§ 10-1007 - Restated articles of incorporation
§ 10-1008 - Amendment pursuant to reorganization
§ 10-1009 - Effect of amendments
§ 10-1020 - Amendment by board of directors or shareholders
§ 10-1021 - Bylaw increasing quorum or voting requirement for shareholders
§ 10-1022 - Bylaw increasing quorum or voting requirement for directors
§ 10-1102 - Entity restructuring transactions
§ 10-1104 - Merger or other transaction involving subsidiary
§ 10-1105 - Statement of merger or interest exchange; publication or posting
§ 10-1201 - Sale of assets in regular course of business and mortgage of assets
§ 10-1202 - Sale of assets other than in regular course of business
§ 10-1302 - Right to dissent; applicability
§ 10-1303 - Dissent by nominees and beneficial owners
§ 10-1320 - Notice of dissenters' rights
§ 10-1321 - Notice of intent to demand payment
§ 10-1322 - Dissenters' notice
§ 10-1323 - Duty to demand payment
§ 10-1324 - Share restrictions
§ 10-1326 - Failure to take action
§ 10-1327 - After-acquired shares
§ 10-1328 - Procedure if shareholder dissatisfied with payment or offer
§ 10-1331 - Court costs and attorney fees
§ 10-1401 - Dissolution by incorporators or initial directors
§ 10-1402 - Dissolution by board of directors and shareholders
§ 10-1403 - Articles of dissolution; effective date of dissolution
§ 10-1404 - Revocation of dissolution
§ 10-1405 - Effect of dissolution
§ 10-1406 - Known claims against dissolved corporation; definition
§ 10-1407 - Unknown claims against dissolved corporation
§ 10-1420 - Grounds for administrative dissolution
§ 10-1421 - Procedure for and effect of administrative dissolution
§ 10-1422 - Reinstatement following administrative dissolution
§ 10-11420 - Grounds for administrative dissolution
§ 10-11421 - Procedure for and effect of administrative dissolution
§ 10-11422 - Reinstatement following administrative dissolution
§ 10-1430 - Grounds for judicial dissolution or equitable relief
§ 10-1431 - Procedure for judicial dissolution or equitable relief
§ 10-1433 - Decree of dissolution
§ 10-1434 - Election to purchase in lieu of dissolution
§ 10-11430 - Grounds for judicial dissolution
§ 10-11431 - Procedure for judicial dissolution
§ 10-11433 - Decree of dissolution
§ 10-1440 - Deposit with department of revenue
§ 10-11440 - Deposit with department of revenue
§ 10-1501 - Authority to transact business required
§ 10-1502 - Consequences of transacting business without authority; penalty
§ 10-1503 - Application for authority to transact business
§ 10-1504 - Delivery of changes; changes requiring amended authority
§ 10-1505 - Effect of grant of authority
§ 10-1506 - Corporate name of foreign corporation
§ 10-1507 - Known place of business and statutory agent of foreign corporation
§ 10-1508 - Change of known place of business or statutory agent of foreign corporation
§ 10-1509 - Resignation of statutory agent of foreign corporation
§ 10-1510 - Service on foreign corporation
§ 10-1520 - Withdrawal of foreign corporation
§ 10-1521 - Withdrawal by duly authorized officers; foreign corporations
§ 10-11520 - Withdrawal of foreign corporation
§ 10-11521 - Withdrawal by directors or members; foreign corporations
§ 10-1530 - Grounds for revocation
§ 10-1531 - Procedure for and effect of revocation; reinstatement
§ 10-1602 - Inspection of records by shareholders
§ 10-1603 - Scope of inspection right; charge
§ 10-1604 - Court-ordered inspection
§ 10-1620 - Financial statements for shareholders
§ 10-1621 - Other reports to shareholders
§ 10-11620 - Financial statements for members
§ 10-11621 - Report of indemnification to members
§ 10-1630 - Certificate of good standing; license and registration renewal
§ 10-1631 - Civil liability for false statements
§ 10-1632 - Interrogatory or signature violations; corporate records; classification
§ 10-1633 - Interrogatories by the commission
§ 10-1634 - Information disclosed by interrogatories
§ 10-1635 - Certified copies received in evidence
§ 10-1636 - Civil liability for false filings; exceptions
§ 10-11630 - Certificate of good standing; license and registration renewal
§ 10-11631 - Civil liability for false statements
§ 10-11632 - Interrogatory or signature violations; corporate records; classification
§ 10-11633 - Interrogatories by the commission
§ 10-11634 - Information disclosed by interrogatories
§ 10-11635 - Certified copies received in evidence
§ 10-11636 - Civil liability for false or misleading filings; exceptions
§ 10-1701 - Application to existing domestic corporations
§ 10-1702 - Application to qualified foreign corporations
§ 10-1801 - Law applicable to close corporations
§ 10-1803 - Mandatory provisions of articles of incorporation
§ 10-1804 - Optional provisions of articles of incorporation
§ 10-1806 - Settlement of disputes; arbitration
§ 10-1807 - Option to dissolve
§ 10-1809 - Capital units, transfers and encumbrances
§ 10-1810 - Definition of relative rights of capital units
§ 10-1811 - Changes in investor relationships
§ 10-1812 - Variable relative rights
§ 10-1813 - Limitation of liability
§ 10-1814 - Appointment of conservator
§ 10-1815 - Involuntary dissolution or liquidation pursuant to court order
§ 10-1816 - Court relief other than dissolution, liquidation or appointment of conservator
§ 10-1817 - Merger, interest exchange, conversion, domestication or division; definitions
§ 10-1841 - Claim for unclaimed shares or dividends
§ 10-1843 - Court action upon refusal to pay claim
§ 10-1872 - Classifications of business trusts
§ 10-1873 - Form of association authorized
§ 10-1874 - Required delivery to commission; certified copy of trust instrument
§ 10-1875 - Merger, interest exchange, conversion, domestication or division; definitions
§ 10-1876 - Amendments to trust instrument; filing; recordation
§ 10-1877 - Powers; construction of instrument; binding effect of terms and conditions
§ 10-1879 - Corporation laws applicable
§ 10-2002 - Law governing associations
§ 10-2003 - Requirements for formation; association profits
§ 10-2004 - Articles of incorporation; amendments
§ 10-2005 - Powers of association
§ 10-2006 - Bylaws; renewal upon expiration of contract period
§ 10-2007 - By-laws concerning property rights of members; amendment
§ 10-2008 - Eligibility for membership
§ 10-2009 - Membership certificates; voting; liability
§ 10-2010 - Appraisal of interest and payment upon withdrawal or expulsion of member
§ 10-2011 - General powers of directors; election; compensation
§ 10-2012 - Organization of board of directors
§ 10-2013 - Removal of officer or director
§ 10-2014 - General and special meetings of association; notice
§ 10-2015 - Referral to membership
§ 10-2016 - Marketing contracts; remedies for breach
§ 10-2017 - Pilot agreement; list of other agreements; recording
§ 10-2018 - Investments; limitation; disposition of profits
§ 10-2020 - License and other fees; tax exemption
§ 10-2021 - Distribution of unclaimed reserves
§ 10-2022 - Associations not deemed in restraint of trade
§ 10-2023 - Inducing breach of contract; spreading false report; classification
§ 10-2025 - Security law; applicability
§ 10-2026 - Merger, interest exchange, conversion, domestication or division; definitions
§ 10-2053 - Requirements for formation
§ 10-2055 - Articles of incorporation
§ 10-2056 - Amendment of articles
§ 10-2057 - Powers of electric cooperative
§ 10-2058 - Board of directors; compensation; term; quorum
§ 10-2059 - Officers of cooperative
§ 10-2060 - Members in cooperative
§ 10-2061 - Nonliability of members for cooperative indebtedness
§ 10-2062 - Annual and special meetings of members; notice; quorum; voting
§ 10-2063 - Waiver of notice of meeting
§ 10-2065 - Districts; boundaries
§ 10-2066 - Change of location of principal office
§ 10-2067 - Nonprofit operation
§ 10-2068 - Disposition of property
§ 10-2069 - Recording of mortgages; effect
§ 10-2070 - Use of roads and streets; notice; protest
§ 10-2071 - Unclaimed patronage capital credits; fees; uses; exemption; definition
§ 10-2073 - Merger, interest exchange, conversion, domestication or division; definitions
§ 10-2078 - Filing of articles
§ 10-2080 - Exemption from securities regulations
§ 10-2081 - Exemption from antitrust statutes
§ 10-2082 - Taking of acknowledgments by officer or member
§ 10-2083 - Construction of article
§ 10-2084 - Electric cooperative nonprofit membership corporations; annual report
§ 10-2085 - Expanded use for broadband service; just compensation; notice; fees; definitions
§ 10-2101 - Requirements for formation
§ 10-2102 - Powers of trustees
§ 10-2103 - Title to property of society
§ 10-2104 - Election, removal and meetings of trustees
§ 10-2105 - Filing facsimile of society insignia
§ 10-2107 - Merger, interest exchange, conversion, domestication or division; definitions
§ 10-2125 - Articles of incorporation
§ 10-2126 - Amendment of articles; change of location of principal office
§ 10-2127 - Powers of a generation and transmission cooperative
§ 10-2128 - Membership in a generation and transmission cooperative; voting; nonliability
§ 10-2129 - Annual and special meetings of members; notice; quorum
§ 10-2130 - Board of directors; term; compensation; quorum
§ 10-2131 - Officers of a generation and transmission cooperative
§ 10-2133 - Nonprofit operation
§ 10-2134 - Disposition of property
§ 10-2135 - Recording of mortgages; effect
§ 10-2136 - Use of roads and streets; notice; protest
§ 10-2138 - Prohibition of duplication of service
§ 10-2139 - Merger, interest exchange, conversion, domestication or division; definitions
§ 10-2141 - Conversion of cooperatives into generation and transmission cooperatives
§ 10-2144 - Filing of articles
§ 10-2146 - Exemption from securities regulations
§ 10-2147 - Exemption from antitrust statutes
§ 10-2148 - Taking of acknowledgments by officer or member
§ 10-2149 - Admission of foreign generation and transmission cooperatives
§ 10-2150 - Nonprofit electric generation and transmission cooperative corporations; annual report
§ 10-2151 - Expanded use for broadband service; notice; just compensation actions
§ 10-2152 - Annual assessments; gross intrastate revenue exception
§ 10-2202 - Application of Arizona business corporation act
§ 10-2210 - Election of professional corporation status
§ 10-2213 - Rendering professional services; applicability
§ 10-2214 - Prohibited activities; authorized investments
§ 10-2220 - Issuance of shares
§ 10-2221 - Shares and professional corporation status on shares
§ 10-2222 - Share transfer restriction
§ 10-2224 - Acquisition procedure
§ 10-2225 - Court action to appraise shares
§ 10-2226 - Court costs and fees of experts
§ 10-2227 - Cancellation of disqualified shares
§ 10-2228 - Definition of disqualified shareholder
§ 10-2230 - Directors and officers
§ 10-2232 - Professional relationship
§ 10-2233 - Privileged communications
§ 10-2234 - Responsibility for professional services
§ 10-2240 - Merger, interest exchange, conversion, domestication or division; definitions
§ 10-2241 - Termination of professional corporation status
§ 10-2242 - Judicial dissolution
§ 10-2244 - Authority to transact business
§ 10-2245 - Application for authority to transact business
§ 10-2246 - Revocation of certificate of authority
§ 10-2249 - Application to existing corporations
§ 10-2256 - Authority to become shareholders
§ 10-2257 - Temporary board of directors
§ 10-2258 - Board of directors
§ 10-2259 - Method of incorporation
§ 10-2260 - Approval of articles of incorporation; incorporation
§ 10-2261 - Authorization to commence business
§ 10-2262 - Surplus and dividends
§ 10-2263 - Investment of excess funds
§ 10-2264 - Members as agents for corporations
§ 10-2265 - Supervision and reports
§ 10-2266 - Dissolution or liquidation
§ 10-2267 - Merger, interest exchange, conversion, domestication or division; definitions
§ 10-2401 - Application and effect of chapter
§ 10-2403 - Incorporation of benefit corporation
§ 10-2404 - Election of benefit corporation status
§ 10-2405 - Termination of benefit corporation status
§ 10-2406 - Merger, interest exchange, conversion, domestication or division; definitions
§ 10-2421 - Corporate purposes
§ 10-2431 - Standard of conduct for directors
§ 10-2432 - Standard of conduct for officers
§ 10-2441 - Preparation of annual benefit report
§ 10-2442 - Availability of annual benefit report
§ 10-2702 - Duties of director
§ 10-2703 - Special meetings of shareholders
§ 10-2704 - Limitation on share repurchases; definition
§ 10-2705 - Compensation agreements
§ 10-2721 - Control share acquisitions; exemption from article
§ 10-2722 - Information statement
§ 10-2723 - Meeting of shareholders
§ 10-2741 - Business combination with interested shareholder; approval by committee of the directors
§ 10-2742 - Requirements after three years
§ 10-2743 - Business combinations; exemptions
§ 10-3102 - Reservation of power to amend or repeal
§ 10-3120 - Filing requirements
§ 10-3123 - Effective time and date of document
§ 10-3125 - Filing duty of commission
§ 10-3127 - Evidentiary effect of copy of filed document
§ 10-3128 - Certificate of good standing
§ 10-3150 - Private foundations; definition
§ 10-3180 - Religious corporations; constitutional protections
§ 10-3202 - Articles of incorporation; violation; classification
§ 10-3204 - Liability for noncorporate transactions
§ 10-3205 - Organization of corporation
§ 10-3304 - Validity of actions
§ 10-3501 - Known place of business and statutory agent
§ 10-3502 - Change of known place of business and statutory agent
§ 10-3503 - Resignation of statutory agent
§ 10-3504 - Service on corporation
§ 10-3603 - No requirement of members
§ 10-3610 - Difference in rights and obligations of members
§ 10-3612 - Member's liability to third parties
§ 10-3613 - Member's liability for dues, assessments and fees
§ 10-3614 - Creditor's action against member
§ 10-3621 - Termination, expulsion and suspension
§ 10-3622 - Purchase of memberships
§ 10-3633 - Stay of proceedings
§ 10-3635 - Discontinuance or settlement
§ 10-3636 - Payment of expenses
§ 10-3637 - Applicability to foreign corporations
§ 10-3701 - Annual and regular meetings; exceptions
§ 10-3703 - Court ordered meeting; costs; attorney fees
§ 10-3704 - Action by written consent; definition
§ 10-3707 - Record date; determining members entitled to notice and vote
§ 10-3708 - Action by written ballot; online voting
§ 10-3801 - Requirement for and duties of board
§ 10-3802 - Qualifications of directors
§ 10-3803 - Number of directors
§ 10-3804 - Election, designation and appointment of directors
§ 10-3805 - Terms of directors generally
§ 10-3806 - Staggered terms for directors
§ 10-3807 - Resignation of directors
§ 10-3808 - Removal of directors elected by members or directors
§ 10-3809 - Removal of designated or appointed directors
§ 10-3810 - Removal of directors by judicial proceeding
§ 10-3812 - Compensation of directors
§ 10-11001 - Authority to amend
§ 10-11002 - Amendment by board of directors
§ 10-11003 - Amendment by board of directors and members
§ 10-11004 - Class voting by members on amendments
§ 10-11006 - Articles of amendment
§ 10-11007 - Restated articles of incorporation
§ 10-11008 - Amendment pursuant to reorganization
§ 10-11009 - Effect of amendment and restatement
§ 10-11020 - Amendment by board of directors
§ 10-11021 - Amendment by board of directors or members
§ 10-11022 - Class voting by members on amendments
§ 10-11023 - Bylaw increasing quorum or voting requirement for members
§ 10-11024 - Bylaw increasing quorum or voting requirement for directors
§ 10-11030 - Approval by third persons
§ 10-11031 - Amendment terminating members or redeeming or canceling memberships
§ 10-11102 - Entity restructuring transactions
§ 10-11105 - Statement of merger or interest exchange; publication or posting
§ 10-11108 - Requests, devises and gifts
§ 10-11201 - Sale of assets in regular course of activities and mortgage of assets
§ 10-11202 - Sale of assets other than in regular course of activities
§ 10-11252 - Scope; included transactions; excluded transactions
§ 10-11253 - Public hearing; notice; requirements; summary report
§ 10-11301 - Prohibited distributions
§ 10-11302 - Authorized distributions
§ 10-11401 - Dissolution by incorporators or directors and third persons
§ 10-11402 - Dissolution by directors and third persons
§ 10-11403 - Articles of dissolution
§ 10-11404 - Revocation of dissolution
§ 10-11405 - Effect of dissolution
§ 10-11406 - Known claims against dissolved corporation
§ 10-11407 - Unknown claims against dissolved corporation
§ 10-11501 - Authority to conduct affairs required
§ 10-11502 - Consequences of conducting affairs without authority
§ 10-11503 - Application for certificate of authority
§ 10-11504 - Delivery of changes; changes requiring amendment to application for authority
§ 10-11505 - Effect of grant of authority
§ 10-11506 - Corporate name of foreign corporation
§ 10-11507 - Known place of business and statutory agent of foreign corporation
§ 10-11508 - Change of known place of business or statutory agent of foreign corporation
§ 10-11509 - Resignation of statutory agent of foreign corporation
§ 10-11510 - Service on foreign corporation
§ 10-11530 - Grounds for revocation
§ 10-11531 - Procedure for and effect of revocation; reinstatement
§ 10-11601 - Corporate records
§ 10-11602 - Inspection of records by members; applicability
§ 10-11603 - Scope of inspection rights; charge
§ 10-11604 - Court ordered inspection
§ 10-11605 - Limitations on use of membership list; applicability
§ 10-11701 - Application to existing domestic corporations
§ 10-11702 - Application to qualified foreign corporations
§ 10-11802 - Managing and investing institutional funds; standard of conduct
§ 10-11803 - Appropriation for expenditure or accumulation of endowment fund; construction
§ 10-11804 - Delegation of management and investment functions
§ 10-11805 - Release or modification of restrictions on management, investment or purpose
§ 10-11901 - Purposes for which corporation sole may be formed
§ 10-11902 - Requirements for formation
§ 10-11903 - Articles of incorporation; amendment
§ 10-11904 - Powers of corporation sole
§ 10-11905 - Execution of instruments
§ 10-11906 - Succession of title and authority
§ 10-11908 - Officer; director; law applicable to corporations sole
§ 10-11909 - Merger, interest exchange, conversion, domestication or division; definitions