10-1806; Version 2
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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. |