Arizona Revised Statutes Title 10. Corporations and Associations § 10-1003. Amendment by board of directors and shareholders

1. A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders.

2. For the amendment to be adopted both:

3. The board of directors may condition its submission of the proposed amendment on any basis.

4. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 10-705. The notice of meeting shall also state that the purpose or one of the purposes of the meeting is to consider the proposed amendment and shall contain or be accompanied by a copy or summary of the amendment.

5. Unless chapters 1 through 17 of this title, the articles of incorporation or the board of directors acting pursuant to paragraph 3 of this subsection requires a greater vote or a vote by voting groups, the amendment to be adopted shall be approved by both:

1. If the articles of incorporation expressly permit, the shareholders may propose amendments to the articles of incorporation. If so permitted, the articles of incorporation shall set forth procedures for adopting shareholder initiated amendments, including the percentage of voting power and method of notice required to propose an amendment and the responsibility for calling a shareholder meeting to consider the amendment.

2. For the amendment to be adopted, both:

3. Unless chapters 1 through 17 of this title or the articles of incorporation require a greater vote or a vote by voting groups, the amendment to be adopted shall be approved by both: