10-1806. Settlement of disputes;
arbitration
(L10, Ch. 139, sec. 1. Eff. 1/1/11)
The articles of incorporation may provide for arbitration of any deadlock or dispute
involving the internal affairs of the corporation. To the extent the articles of
incorporation do not provide to the contrary, such arbitration shall be governed by title
12, chapter 21. Unless otherwise provided in the articles of incorporation, if the
arbitrators determine that such deadlock or dispute either impairs or threatens to impair
the value of the assets or continued conduct of the business of the corporation, the
arbitrators may appoint a conservator or interim manager to preserve the business and
assets of the corporation or to continue the operation of the business of the
corporation, or both, during the pendency of such arbitration proceedings. If such
arbitrators appoint a conservator or interim manager, the arbitrators may suspend, revoke
or nullify the authority of any existing manager or managers. The articles of
incorporation may also provide that the arbitrators may suspend, revoke or nullify the
employment or any employment contract of any existing manager or managers without payment
of compensation and without liability for damages or breach of contract. Unless provided
otherwise in the articles of incorporation, the arbitrators may define the authority and
set the compensation of the conservator or interim manager, and shall immediately file a
certificate of the appointment of such conservator or interim manager with the
commission. Such arbitration proceedings shall not supersede the power of the superior
court of Arizona to appoint an interim manager under section 10-1814. A court appointed
interim manager shall replace any conservator or interim manager appointed under this
section.
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