A. If the corporation has members, the members shall elect all the directors except the initial directors at the first annual meeting of members, and at each annual meeting after the first annual meeting, unless either:
1. The terms of the directors are staggered pursuant to section 10-3806.
2. The articles of incorporation or bylaws provide some other time or method of election.
3. The articles of incorporation or bylaws provide that some of the directors are appointed by some other person or some of the directors are designated.
B. If the corporation does not have members, all the directors except the initial directors shall be elected, appointed or designated as provided in the articles of incorporation or bylaws. If no method of designation or appointment is set forth in the articles of incorporation or bylaws, the board of directors shall elect the directors other than the initial directors.
Notes of Decisions
Cited in
3
cases (
1 in the last 5 years), 2018–2022 · leading case:
Ryan v. Henry, No. 1 CA-CV 16-0217 (Ariz. Ct. App. Jan. 18, 2018).
Ryan v. Henry, No. 1 CA-CV 16-0217 (Ariz. Ct. App. Jan. 18, 2018).
· cites it 5× “Decision of the Court Specifically, the Henrys contend that Absolute’s Articles listed only them as the initial board of directors, additional directors must be added pursuant to A.R.S. § 10-3804, and the Bylaws state that it will not have members.”
Wollner v. Spanish Hills, No. 1 CA-CV 19-0341 (Ariz. Ct. App. Mar. 3, 2020).
· cites it 2× “” This procedural requirement for the Board election is not inconsistent with Spanish Hills’ other governing documents nor with applicable law. Had Spanish Hills held the election in July without using a nominating committee, it would have been in violation of the bylaws and…”
Aow v. Scythian, No. 1 CA-CV 20-0699 (Ariz. Ct. App. July 19, 2022).
· cites it 2× “And Demitri did not demonstrate that he would be able to recover any value of a hypothetical sale of a seat on the Board because he did not present evidence that he would have been able to receive the unanimous consent and approval from the other Board member. See supra ¶ 19;…”
Ariz. Rev. Stat. § 10-3804(A): 1 case
Ryan v. Henry, No. 1 CA-CV 16-0217 (Ariz. Ct. App. Jan. 18, 2018).
“Decision of the Court Specifically, the Henrys contend that Absolute’s Articles listed only them as the initial board of directors, additional directors must be added pursuant to A.R.S. § 10-3804, and the Bylaws state that it will not have members.”
Ariz. Rev. Stat. § 10-3804(A)(2): 1 case
Wollner v. Spanish Hills, No. 1 CA-CV 19-0341 (Ariz. Ct. App. Mar. 3, 2020).
“” This procedural requirement for the Board election is not inconsistent with Spanish Hills’ other governing documents nor with applicable law. Had Spanish Hills held the election in July without using a nominating committee, it would have been in violation of the bylaws and…”
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treatment. Dots show Syfertize treatment of the citing case itself.