10-140

10-140. Definitions

In chapters 1 through 17 of this title, unless the context otherwise requires:

1. "Acknowledged" or "acknowledgment" means either an acknowledgment pursuant to
title 33, chapter 4, article 5 or the signature, without more, of the person or persons
signing the instrument, in which case the signature or signatures constitute the
affirmation or acknowledgment of the signatory, under penalties of perjury, that the
instrument is the act and deed of the signatory and that the facts stated in the
instrument are true.

2. "Act of the board of directors" means either:

(a) An act of the majority of the directors present at a duly called meeting at
which a quorum is present, unless the act of a greater number is required by chapters 1
through 17 of this title, the articles of incorporation or the bylaws.

(b) Action taken by written consent of the directors in accordance with chapters 1
through 17 of this title.

3. "Act of the shareholders" means either:

(a) An act adopted or rejected by a majority of the votes entitled to be cast by
each class of shareholders entitled to vote on the act at a duly called meeting at which
a quorum is present, unless a greater number of votes is required by chapters 1 through
17 of this title, the articles of incorporation or the bylaws.

(b) An action taken by written consent of the shareholders in accordance with
chapters 1 through 17 of this title.

4. "Address" means a mailing address.

5. "Affiliate" means a person that directly or indirectly through one or more
intermediaries controls, is controlled by or is under common control with the person
specified.

6. "Articles of incorporation" means the original or restated articles of
incorporation or articles of merger and all amendments to the articles of incorporation
or merger and includes amended and restated articles of incorporation and articles of
amendment and merger.

7. "Authorized shares" means the shares of all classes that a domestic or foreign
corporation is authorized to issue.

8. "Board of directors" means the group of persons vested with the management of
the affairs of the corporation irrespective of the name by which the group is designated
and includes the governing body or bodies of a water users' association if the articles
of incorporation of such water users' association provide for a governing body or bodies
denominated other than as a board of directors.

9. "Business day" means a day that is not a Saturday, a Sunday or any other legal
holiday in this state.

10. "Bylaws" means the code of rules adopted for the regulation or management of the
affairs of the corporation irrespective of the name by which those rules are designated.

11. "Certificate of disclosure" means the certificate of disclosure described in
section 10-202.

12. "Commission" means the Arizona corporation commission.

13. "Conspicuous" means so written that a reasonable person against whom the writing
is to operate should have noticed it. For example, printing in italics, boldface or
contrasting color or typing in capitals or underlined is conspicuous.

14. "Corporation" or "domestic corporation" means a corporation for profit that is
not a foreign corporation and that is incorporated under or subject to chapters 1 through
17 of this title.

15. "Court" means the superior court of this state.

16. "Deliver" includes mail, private courier or telefacsimile transmission.

17. "Delivery" means actual receipt by the person or entity to which directed.

18. "Dissolved" means the status of a corporation on either:

(a) Effectiveness of articles of dissolution pursuant to section 10-1403,
subsection B or section 10-1421, subsection B.

(b) A decree pursuant to section 10-1433, subsection B becoming final.

19. "Distribution" means a direct or indirect transfer of money or other property,
except its own shares, or incurrence of indebtedness by a corporation to or for the
benefit of its shareholders in respect of any of its shares. A distribution may be in
the form of any of the following:

(a) A declaration or payment of a dividend.

(b) Any purchase, redemption or other acquisition of shares.

(c) A distribution of indebtedness.

(d) Otherwise.

20. "Effective date of notice" is as prescribed in section 10-141.

21. "Employee" includes an officer but not a director. A director may accept duties
that make the director also an employee.

22. "Entity" includes a corporation, foreign corporation, not for profit
corporation, profit and not for profit unincorporated association, nonprofit corporation,
close corporation, corporation sole or limited liability company, a professional
corporation, association or limited liability company, a business trust, estate,
partnership, registered limited liability partnership, trust or joint venture, two or
more persons having a joint or common economic interest, any person other than an
individual and a state, the United States and a foreign government.

23. "Executed by the corporation" means executed by manual or facsimile signature on
behalf of the corporation by a duly authorized officer or, if the corporation is in the
hands of a receiver or trustee, by the receiver or trustee.

24. "Filing" means the commission completing the following procedure with respect to
any document delivered for that purpose:

(a) Determining that the filing fee requirements of section 10-122 have been
satisfied.

(b) Determining that the document appears in all respects to conform to the
requirements of chapters 1 through 17 of this title.

(c) On making the determinations, endorsement of the word "filed" with the
applicable date on or attached to the document and the return of copies to the person who
delivered the document or the person's representative.

25. "Foreign corporation" means a corporation for profit that is incorporated under
a law other than the law of this state.

26. "Governmental subdivision" includes an authority, county, district, municipality
and political subdivision.

27. "Includes" and "including" denotes a partial definition.

28. "Individual" includes the estate of an incompetent or deceased individual.

29. "Insolvent" means inability of a corporation to pay its debts as they become due
in the usual course of its business.

30. "Known place of business" means the known place of business required to be
maintained pursuant to section 10-501.

31. "Liquidate its assets and business" includes the distribution of assets, the
payment of obligations and debts, the discontinuance of business or any one or more of
the distribution, payment or discontinuance.

32. "Mail", "to mail" or "have mailed" means to deposit or have deposited a
communication in the United States mail with first class or airmail postage prepaid.

33. "Means" denotes an exhaustive definition.

34. "Newspaper" has the meaning set forth in section 39-201.

35. "Notice" and "notify" are as prescribed in section 10-141.

36. "Person" includes an individual and entity.

37. "President" means that officer designated as the president in the articles of
incorporation or bylaws or, if not so designated, that officer authorized in the articles
of incorporation, bylaws or otherwise to perform the functions of the chief executive
officer, irrespective of the name by which designated.

38. "Principal office" means the office, in or out of this state, so designated in
the annual report where the principal executive offices of a domestic or foreign
corporation are located or in any other document executed by the corporation by an
officer and delivered to the commission for filing. If an office has not been so
designated, principal office means the known place of business of the corporation.

39. "Proceeding" includes a civil suit and a criminal, administrative and
investigatory action.

40. "Publish" means to publish in a newspaper of general circulation in the county
of the known place of business for three consecutive publications.

41. "Record date" means the date established under chapter 6 or 7 of this title on
which a corporation determines the identity of its shareholders and their shareholdings
for purposes of chapters 1 through 17 of this title. The determinations shall be made as
of the close of business on the record date unless another time for doing so is specified
when the record date is fixed.

42. "Secretary" means that officer designated as the secretary in the articles of
incorporation or bylaws or that officer authorized in the articles of incorporation, the
bylaws or otherwise to perform the functions of secretary, irrespective of the name by
which designated.

43. "Shareholder" means the person in whose name shares are registered in the
records of a corporation or the beneficial owner of shares to the extent of the rights
granted by a nominee certificate on file with a corporation.

44. "Shares" means the units into which the proprietary interests in a corporation
are divided.

45. "State", if referring to a part of the United States, includes a state and
commonwealth and their agencies and governmental subdivisions and a territory and insular
possession of the United States and their agencies and governmental subdivisions.

46. "Subscriber" means a person who subscribes for shares in a corporation, whether
before or after incorporation.

47. "Treasurer" means that officer designated as the treasurer in the articles of
incorporation or bylaws or that officer authorized in the articles of incorporation,
bylaws or otherwise to perform the functions of treasurer, irrespective of the name by
which designated.

48. "United States" includes a district, authority, bureau, commission and
department and any other agency of the United States.

49. "Vice-president" means an officer designated as the vice-president in the
articles of incorporation or bylaws or an officer authorized in the articles of
incorporation, the bylaws or otherwise to perform the functions of a vice-president,
irrespective of the name by which designated.

50. "Voting group" means all shares of one or more classes or series that under the
articles of incorporation or chapters 1 through 17 of this title are entitled to vote and
be counted together collectively on a matter at a meeting of shareholders. All shares
entitled by the articles of incorporation or chapters 1 through 17 of this title to vote
generally on the matter are for that purpose a single voting group.

51. "Water users' association" means a corporation that operates a federal
reclamation project pursuant to a contract with the United States.