COMMITTEE ON COMMERCE, ENERGY AND MILITARY
SENATE AMENDMENTS TO H.B. 2276
(Reference to House engrossed bill)
Page 3, between lines 19 and 20, insert:
“L. IN ADDITION TO ANY OTHER FEES PRESCRIBED BY LAW, THE COMMISSION MAY ESTABLISH A FEE FOR THE FILING OF AN ANNUAL BENEFIT REPORT DELIVERED TO THE COMMISSION FOR FILING PURSUANT TO SECTION 10-2442. THE FEE SHALL BE DETERMINED BY A MAJORITY VOTE OF THE COMMISSIONERS.”
Reletter to conform
Strike lines 22 through 26, insert:
“Sec. 2. Section 10-1302, Arizona Revised Statutes, is amended to read:
10-1302. Right to dissent
A. A shareholder is entitled to dissent from and obtain payment of the fair value of the shareholder's shares in the event of any of the following corporate actions:
1. Consummation of a plan of merger to which the corporation is a party if either:
(a) Shareholder approval is required for the merger by section 10‑1103 or the articles of incorporation and if the shareholder is entitled to vote on the merger.
(b) The corporation is a subsidiary that is merged with its parent under section 10‑1104.
2. Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan.
3. Consummation of a sale or exchange of all or substantially all of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to a court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale.
4. An amendment of the articles of incorporation that materially and adversely affects rights in respect of a dissenter's shares because it either:
(a) Alters or abolishes a preferential right of the shares.
(b) Creates, alters or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the shares.
(c) Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities.
(d) Excludes or limits the right of the shares to vote on any matter or to cumulate votes other than a limitation by dilution through issuance of shares or other securities with similar voting rights.
(e) Reduces the number of shares owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under section 10‑604.
5. Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, the bylaws or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares.
6. AN ELECTION OF THE SHAREHOLDERS PURSUANT TO SECTION 10-2404 TO HAVE BENEFIT CORPORATION STATUS OR AN ELECTION OF THE SHAREHOLDERS PURSUANT TO SECTION 10-2405 TO TERMINATE STATUS AS A BENEFIT CORPORATION.
B. A shareholder entitled to dissent and obtain payment for his shares under this chapter may not challenge the corporate action creating the shareholder's entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation.
C. This section does not apply to the holders of shares of any class or series if the shares of the class or series are redeemable securities issued by a registered investment company as defined pursuant to the investment company act of 1940 (15 United States Code section 80a‑1 through 80a‑64).
D. Unless the articles of incorporation of the corporation provide otherwise, this section does not apply to the holders of shares of a class or series if the shares of the class or series were registered on a national securities exchange, were listed on the national market systems of the national association of securities dealers automated quotation system or were held of record by at least two thousand shareholders on the date fixed to determine the shareholders entitled to vote on the proposed corporate action.”
Renumber to conform
Page 4, line 17, strike “THE BYLAWS UNDER” insert “ACCORDANCE WITH”
Line 36, after “AN” insert “OFFICER OR”
Line 37, after “EMPLOYEE” insert “, WHETHER OR NOT COMPENSATED,”
Line 40, strike “EXECUTIVE”; after “OFFICER” insert “OR EMPLOYEE, WHETHER OR NOT COMPENSATED,”
Page 5, Line 43, after “ENVIRONMENT” insert “AS SPECIFIED IN THE BENEFIT CORPORATION’S ARTICLES OF INCORPORATION”
Page 6, between lines 3 and 4, insert:
“11. ‘SUPERMAJORITY STATUS VOTE’ MEANS:
(a) FOR A BUSINESS CORPORATION, IN ADDITION TO ANY OTHER REQUIRED APPROVAL OR VOTE, THE SATISFACTION OF THE FOLLOWING CONDITIONS:
(i) THE SHAREHOLDERS OF EVERY CLASS OR SERIES ARE ENTITLED TO VOTE AS A SEPARATE VOTING GROUP ON THE CORPORATE ACTION REGARDLESS OF A LIMITATION STATED IN THE ARTICLES OF INCORPORATION OR BYLAWS ON THE VOTING RIGHTS OF ANY CLASS OR SERIES.
(ii) THE CORPORATE ACTION IS APPROVED BY VOTE OF THE SHAREHOLDERS OF EACH CLASS OR SERIES ENTITLED TO CAST AT LEAST THREE-FOURTHS OF THE VOTES THAT ALL SHAREHOLDERS OF THE CLASS OR SERIES ARE ENTITLED TO CAST ON THE ACTION.
(b) FOR A DOMESTIC ENTITY OTHER THAN A BUSINESS CORPORATION, IN ADDITION TO ANY OTHER REQUIRED APPROVAL, VOTE OR CONSENT, THE SATISFACTION OF THE FOLLOWING CONDITIONS:
(i) THE HOLDERS OF EVERY CLASS OR SERIES OF EQUITY INTEREST IN THE ENTITY THAT ARE ENTITLED TO RECEIVE A DISTRIBUTION OF ANY KIND FROM THE ENTITY ARE ENTITLED TO VOTE ON OR CONSENT TO THE ACTION REGARDLESS OF ANY OTHERWISE APPLICABLE LIMITATION ON THE VOTING OR CONSENT RIGHTS OF ANY CLASS OR SERIES.
(ii) THE ACTION IS APPROVED BY VOTE OR CONSENT OF THE HOLDERS DESCRIBED IN ITEM (i) OF THIS SUBDIVISION ENTITLED TO CAST AT LEAST THREE-FOURTHS OF THE VOTES OR CONSENTS THAT ALL OF THOSE HOLDERS ARE ENTITLED TO CAST ON THE ACTION.”
Renumber to conform
Page 8, line 28, after “BYLAWS” insert “AND EXCEPT AS PROVIDED IN SUBSECTION E OF THIS SECTION”
Between lines 37 and 38, insert:
“E. SUBSECTION C OF THIS SECTION DOES NOT APPLY TO A DIRECTOR’S CONFLICTING INTEREST, AS DEFINED IN SECTION 10-860, IN WHICH THE DIRECTOR HAS DIRECTLY OR INDIRECTLY BENEFITTED.”
Line 43, strike “IN ADDITION TO” insert “HAve”; after “IMMUNITIES” insert “PROVIDED IN THIS ARTICLE, AND IF ELECTED IN ACCORDANCE WITH SUBSECTION B OF THIS SECTION, HAS THE POWERS DUTIES, RIGHTS AND IMMUNITIES”
Line 44, after “CORPORATION” insert a period strike remainder of line
Strike line 45
Page 9, line 1, after the period, insert “EXCEPT AS PROVIDED IN SUBSECTION F OF THIS SECTION,”
Line 2, strike “CHAPTER 8 OF THIS TITLE” insert “SECTIONS 10-728, 10-803 AND 10-804”; strike “SUBSECTIONS G AND” insert “SUBSECTION”
Line 28, strike “SELF-DEALING” insert “A DIRECTOR’S CONFLICTING INTEREST AS DEFINED IN SECTION 10-860”
Lines 34 and 35, strike “EXERCISED OR PERFORMED BY A PERSON” insert “TRANSFERRED TO ONE OR MORE PERSONS”
Page 10, line 1, after “ELECTION” insert “OF DIRECTORS IN SECTIONS 10-728, 10-803, AND 10-804”
Line 2, strike “10-803 OR”; strike “, RESPECTIVELY,”
Line 5, after “ARTICLES” insert “OF INCORPORATION”
Page 11, line 2, after the third “THE” insert “BENEFIT”
Page 12, line 34, strike “INCLUDING” insert “OR”; after “ANY” insert “OTHER”
Lines 39 and 40, strike “AND WHO HAVE THE IMMUNITIES”
Page 13, line 6, strike “NEEDS” insert “IS REQUIRED”
Amend title to conform