SB 1356 Summary

• Adds "electronic transmission" to the definition of acknowledged documents and permits shareholders to take action without a meeting by written consent of holders of outstanding shares representing the minimum votes necessary (instead of requiring unanimous consent).

• Allows shareholders to participate in meetings remotely by means of communication, and permits remote voting by electronic transmission if the corporation implements reasonable verification and participation measures.

• Establishes that directors and officers are not liable for any action taken if duties were performed in compliance with standards of conduct, with a rebuttable presumption that directors and officers acted properly unless challenged by clear and convincing evidence.

• Creates a nonmonetary purpose framework allowing corporations to pursue purposes beyond shareholder economic benefit, with liability protections for directors and officers regarding such purposes, and limits enforcement proceedings to the corporation, shareholders, or persons specified in articles or bylaws.

• Adds civil liability provisions for false filings with the Arizona Corporation Commission, permitting recovery of damages and attorney fees, except for publicly traded companies and public filings.