Arizona Attorney - January 2014

3Fundraiser at Convention in Tucson 2014—
President Cunningham reported:

3 Thursday of Convention would be a silent auction with the funds raised going to the Southern Arizona Children’s Advocacy.

3Last year this organization served 1,400

children with an increase expected this year.

3SACA will collect the items that are being donated and will be responsible for having volunteers man the auction tables.

3President Cunningham reminded the board that there is a policy that the board must approve the charity that will benefit from the fundraiser each year.

3MOTION: Dee-Dee Samet moved, Melissa Ho seconded, and the motion carried unanimously to approve the Southern Arizona Children Advocacy group as the Convention fundraiser with the funds collected going directly to that organization.

3 Legislation—CCO Rick DeBruhl reported.

Arizona Entity Restructuring Act (AERA)— Terry Thompson (Gallagher & Kennedy) and Raj Gangadean (Perkins Coie), representing the Business Law Section, presented:

3 This piece of legislation regards mergers, domestications and conversions.

3AERA would codify Title 29 in one Section.

3After the presentation, the board voted to approve the Business Law Section recommendation.

3Lobbyist Janna Day was directed to start moving this through the process and to work on finding a sponsor.

3Corporate Directors’ Duty of Care and
Protection of Directors—CCO Rick DeBruhl
and Scott De Wald presented:

3Mr. DeBruhl informed the board that this piece of proposed legislation also from the Business Law Section was not vetted in the same manner as the AERA due to time constraints.

Presenting it for a board vote in December would not allow time to identify a sponsor. It encompasses protection from frivolous claims.

3 Two major changes in the standards: a.

Standard of Conduct of Director—not standard of negligence. The Model Business Corporation Act has been misinterpreted.

Change of wording to read “Standard of Person in Like Position”; b. Directors must consider what is in the best interest of the Corporation.

3Directors would be allowed to consider social impact in deciding what is in the best interest of the corporation.

3Lobbyist Janna Day had no comment on this legislation.

3MOTION: Melissa Ho moved, Virginia Herrera Gonzales seconded, and the motion passed over one nay to support the Corporate Directors’ Duty of Care and Protection of Directors legislation.

3 Legislative Update—Lobbyist Janna Day

3Ms. Day encouraged the board to follow

EXPERT WITNESS

REAL ESTATE AND PROPERTY MANAGEMENT

Commercial Buildings Multi-Family Residential Shopping Centers

Areas of expertise: Michael J. Welton, CPM, RPA

industrial
etail/ e/r o;c of
units t tmen apar
40,000 Managed

:reeracraey + 03
a re v o seitre p orp
laitn e diser/laicre m m oc
gnigana m ecneirepxe
lacitcarp evisnetx E >

> > > >

t Mismanagemen and raud F y t oper r P ts ciden c A’ fall and slip ‘ erious S

mini-blinds , sprinkler syst ors t ec e det – smok y et af S e Lif th ea D ful ong r W

, ors t a ,elev ems

t 480-699-8289 •

3279

Managemen
e t Esta Real of
e Institut o ancisc r F
an S and Phoenix
,t esiden r P ast P >
tion ssocia A
ousing Multi-H ona riz A
,t esiden r P ast P >
units A HO 25,000