10-745. Discontinuance or settlement
A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.
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