Bill
Number: S.B. 1141
Worsley
Floor Amendment
Reference
to: CWD amendment
Amendment
drafted by: Legislative Council
FLOOR
AMENDMENT EXPLANATION
Requires any actions taken without a meeting of
shareholders by a public corporation or by a corporation formed before the
effective date of this legislation be taken by all shareholders, rather than a
majority of voting shareholders, and evidenced by written consent. Any
corporation may institute this requirement for any action taken without a shareholder’s
meeting through corporate bylaws or articles of incorporation.
Any action taken by any corporation that pertains to the
election or removal of directors must also be taken by all shareholders and
evidenced by written consent. In all cases electronic transmission satisfies
requirements for written consent.
Corrects a statutory reference.
Strike page 14
Page 15, strike lines 1 through 20, insert:
"Sec. 6. Section 10-704, Arizona Revised
Statutes, is amended to read:
START_STATUTE10-704. Action by shareholders without meeting
A. Except as
provided in subsection B of this section, an action required or
permitted by chapters 1 through 17 of this title to be taken at a shareholders'
meeting may be taken without a meeting if the action is taken by all of the shareholders entitled to vote on the
action there is written
consent by the holders of outstanding shares that have at least the minimum
number of votes necessary to authorize or take the action at a meeting at which
all shares entitled to vote on the action are present and voted. The
action taken by the written consent of
the shareholders must be evidenced by one or more written
consents describing the action taken, and signed by all of the shareholders entitled to vote on the action and
holders of outstanding shares that hold
at least the minimum number of votes necessary to authorize or take the action
at a meeting at which all shares entitled to vote on the action are present and
voted. The action must be delivered to the corporation
for inclusion in the minutes or filing with the corporate records.
B. An action
taken by shareholders without a shareholders' meeting must be taken by all
shareholders and must be evidenced by written consent of all shareholders of
the corporation if any of the following applies:
1. The
action involves the election of directors or the removal of one or more
directors.
2. The
articles of incorporation or bylaws of the corporation require that an action
taken by shareholders without a shareholders' meeting must be taken by all
shareholders of the corporation.
3. The corporation
is an issuing public corporation, as defined in section 10-2701, unless
otherwise provided in its articles of incorporation or bylaws.
4. The
corporation was formed in this state before the effective date of this
amendment to this section unless its articles of incorporation or bylaws are
amended after the effective date of this amendment to this section to provide
that any action that is required or allowed to be taken at a shareholders'
meeting may be taken without a meeting if there is written consent setting
forth the action by the holders of outstanding shares that have at least the
minimum number of votes necessary to authorize or take the action at a meeting
at which all shares entitled to vote on the action are present and voted. For
the purposes of this paragraph, a corporation that becomes a corporation in
this state by domestication, conversion or division before the effective date
of this amendment to this section is deemed formed in this state before the
effective date of this amendment to this section.
C. The
written consents described in subsections A and B of this section include
electronic transmission. All written consents must be included in the minutes
or filed with the corporate records. The filing must be in a paper format if
the minutes are maintained in a paper format and must be in an electronic
format if the minutes are maintained in an electronic format.
B. D. If
not otherwise fixed under section 10‑703 or 10‑707, the record date
for determining shareholders entitled to take action without a meeting is the
date the first shareholder signs the consent under subsection A of this
section.
C. E. A
consent signed under this section has the effect of a meeting vote and may be
described as such in any document.
D. F. Unless
otherwise specified in the consent or consents, the action is effective on the
date that the last shareholder signs the consent or consents, except that if
chapters 1 through 17 of this title require that notice of proposed actions be
given to shareholders not entitled to vote and the action is to be taken by
unanimous consent of the shareholders entitled to vote, the effective date is
not before ten days after the corporation gives its shareholders not entitled
to vote written notice of the proposed action. The notice must
contain or be accompanied by the same material that under chapters 1 through 17
of this title would have been required to be sent to shareholders not entitled
to vote in a notice of meeting at which the proposed action would have been submitted
to the shareholders for action.
E. G. Any
shareholder may revoke its consent by delivering a signed revocation of the
consent to the president or secretary before the date that the last shareholder
signs the consent or consents." END_STATUTE
Page 23, line 7, strike "; presumption"
Page 26, lines 6 and 10, strike "10-841" insert "10-842"
Amend title to conform