arizona elements of conversion

Posted by on Apr 11, 2023 in robert c garrett salary | kaalan walker halle berry

A conversion action can be brought for converting the proceeds of a check and it can be brought against a third-party recipient of funds who has knowledge of the fraudulent conversion. [1999 c.362 32; 2001 c.315 16; 2003 c.80 20; 2011 c.147 9] Chapter 63. Communications from non-clients are not subject to client confidentiality or attorney-client privilege. 29-757. California Complaint for Conversion of Personal Property Theft By Conversion California The Forms Professionals Trust! Arizona also recognizes the tort of negligent misrepresentation as defined in the Second Restatement of Torts. To make out a conversion claim, a plaintiff must establish four elements: State Bar of Arizona. The Basic Facts: Plaintiff filed suit to recover damages from former employee's embezzlement. 1975). 30 WLR 291 (1994); 73 OLR 5, 25, 43, 133, 151 (1994) Source. only to the extent that particular provisions of the U.C.C. For the most important parts of each of the two statutes, check Sections 10-1101, 10-1103, 10-1105, 10-1108, and 29-752 through 29-757 of the Arizona Revised Statutes (A.R.S.). The second conversion factor reflects the number of atoms contained within each molecule. For example, a limited liability company may want to convert into a privately held corporation, or vice versa. Assault requires: An act intended to cause an apprehension of harmful or offensive contact. However, Arizona is one of only about fifteen states that do not allow statutory conversions of LLCs to corporations. As mentioned above, an ordinary conversion case will require the tortfeasor to pay the full market value of the property to its owner. You may also send a confidential message regarding the details of your case, or to request that we contact you, using our contact page. 1990). The Act provides a comprehensive statutory framework for these types of transactions. The foregoing information explains the basic steps for converting from LLC to C Corporation. In North Carolina, as Defendant notes, conversion . By FindLaw Staff | For injuries done to the person of another when death ensues from such injuries, course a conversion." Hoch v. Young, 63 N.C. App. Article 3 of the U.C.C. For a variety of reasons, companies large and small sometimes decide to change the way they are legally structured. If someone wrongfully took your personal property, you may be able to bring anintentional tortsclaim against the person. other content. Agency: Arizona Secretary of State - Business Services Division. any amendments that will be made to the new corporation's articles of incorporation as a result of the merger (such as a change in name). The findings show the existence of two main reasons behind American women's conversion to Islam that are 'personal reasons' and 'political reasons'. For information on other practice areas at Tiffany and Bosco, P.A., please visit. The Court further held that Koss had stated a common-law claim for conversion. Fortunately, in 2015, Arizona adopted the Arizona Entity Restructuring Act(the Act) (A.R.S. Conversion may affect the way the business is taxed, how profits and decision making powers are allocated, and could affect the companys existing contracts. v. Reserve Life Ins., 154 Ariz. 307, 312, 742 P.2d 808, 813 (1987). Trespass to chattels and conversion deal only with personal property. The information provided on this site is not legal advice, does not constitute a lawyer referral service, and no attorney-client or confidential relationship is or will be formed by use of the site. 2. As we encounter and get to know Jesus, we develop a determination to live for him in the world. It applies when someone intentionally interferes with personal property belonging to another person. temporary interference with property rights, but the exercise of With extensive legal and practical experience across numerous practice areas, the attorneys at Giordano Spanier & Heckele can advocate on your behalf effectively and efficiently! An at that casues apprehension in the victim that harmful or offensive contact is imminent. Further, the articles, discussion, commentary, forms and sample documentation contained in this website are offered as general guidance only and are not to be relied upon as specific legal advice. 2919a. This article discusses the conversion from a traditional Arizona LLC to a privately-held corporation because it tends to be one of the more common conversions. SA T Practice T est #1. Conversion occurs when a person uses or alters a piece of personal property belonging to someone else without the owner's consent. Calendar; External Meeting (13) Live In-Person Seminar (13) Replay (2) Self-Study MP3 Audio (33) Webcast (Live . Terms Used In Arizona Laws > Title 12 > Chapter 8 > Article 12 - Replevin. The distinction between these two claims is critical to the outcome of a case if one is mistakenly plead instead of the other, the claim will be dismissed. Since I want "miles per hour" (that is, miles divided by hours), things are looking good so far. Trespass to chattels and conversion are both intentional torts that refer to a wrongful, intentional interference with the possession of someone's personal property. AKA when they steal it from you and pretend that they own it. Thus, an officer of a corporation or a member of an LLC may be liable for damages if she acts in self-interest and outside of her official duties while conspiring to commit a tortious act with her company. relating to national security from a government employee, you may (By default, the IRS taxes a multi-member LLC as a partnership and a single-member LLC as a so-called "disregarded entity;" there is no separate IRS tax category for LLCs.) It's often easy to confuse trespass to chattels with conversion because they both deal with interfering personal property. Current Arizona law states that condominiums can be converted to apartments if 80% of unit owners vote in favor of the conversion. you retain the property for a substantial period of time and thereby employee likely does not have permission from his or her employer to 1999) (quoting Mueller v.Technical Devices Corp., 8 N.J. 201, 207, 84 A.2d 620 (N.J. 1951). 4. Article 4 of the U.C.C. The Supreme Court affirmed the opinion of the court of appeals reversing the trial court's grant of summary judgment in favor of Plaintiff in this civil action asserting the tort of conversion and remanded the case to the trial court with direction to grant summary judgment to Defendants. 1 NEUBAUER, P.J. v. Nation Enters., Copyright 2007-22 Digital Media Law Project and respective authors. See Arizona Laws 29-2102. A managerial employee of Midwestern Helicopters, LLC (Midwestern), allowed a pilot to take a helicopter . The two elements of a conversion claim are 1) that the plaintiff actually had the right to possess the property and 2) that the defendant actually assumed control over the property . . Except as provided in section 12-551 there shall be commenced and prosecuted within 2006) (quotingEmployers' Fire Ins. Disclaimer: These codes may not be the most recent version. It was not the duty to monitor but the failure to disclose the alleged fraud that created Kosss cause of action. Elements of conversion [ edit] The elements of conversion are: 1) Intent to convert the tangible or intangible property of another to one's own possession and use, 2) The property in question is subsequently converted. Prior to 2015, Arizona companies trying to convert their business from one type of legal entity to another were forced to go through an expensive and time consuming process called statutory merger. This meant that to convert a company from one entity type to another, you first had to create a new and separate entity, merge the old entity into the new, and then dissolve the old entity. In the reported cases, damages are limited to these measures and there does not appear to be a basis for recovering other damages, such as those based on emotional distress or punitive theories, absent something beyond the actions giving rise to a trespass claim. As a rule of thumb, you can generally receive Visit our attorney directory to find a lawyer near you who can help. Read on. In addition to the entry on the land a trespasser may . Know and trust that your most precious cargo is upheld by over 35 years of wheelchair accessible vehicle ingenuity. at 304-05. The elements necessary to prove a conversion claim established in case law are: (1) the plaintiff had legal title to the converted property; (2) the plaintiff had possession of the property or the right to possess it at the time of the conversion; (3) the defendant exercised dominion over the property in a manner which denied the plaintiff's . personal property that belongs to someone else without permission. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. A creditor seeking to recover tangible items from a debtor who has defaulted on a secured loan, such as repossessing a borrower's car after missed payments A renter who sues a landlord for the return of property that was withheld in return for back pay A family member seeking the return of property being withheld by an administrator of an estate We are looking for contributing authors with expertise in media law, intellectual property, First Amendment, and other related fields to join us as guest bloggers. 10-1103. For example, if a bank employee gives you checking account records for Prosser refers to trespass to chattels as the "little brother of conversion." While used more historically than it is today, trespass to chattels allows the prosecution of cases where the damage to an item or its holder is not sufficient to support a claim of conversion.. As Prosser goes on to say, a trespass is, "Any direct and immediate intentional . documents in question. Laborers, Teamsters & Cement Masons Local No. 3. 480-655-7440! This will leave "minutes" underneath on my conversion factor so, in my "60 minutes to 1 hour" conversion, I'll need the "minutes" on top to cancel off with the previous factor, forcing the "hour" underneath. In Arizona, a civil conspiracy occurs when two or more people agree to accomplish an unlawful purpose, or to accomplish a lawful object by unlawful means, causing damages., However, there is no such thing as a civil action for conspiracy; the action is one for damages arising out of acts committed pursuant to the conspiracy, and damage for which recovery may be had in such civil action is not the conspiracy itself but the injury to plaintiff produced by specific overt acts., Concisely, liability for civil conspiracy requires that two or more individuals agree and thereupon accomplish an underlying tort which the alleged conspirators agreed to commit., As a further deterrent, a conspirator is liable for any tortious act, even unknown, committed in furtherance of the conspiracy, including acts not personally committed., Notably, civil conspiracy is a derivative tort[] for which a plaintiff may recover only if it has adequately pled an independent primary tort.. 375 0 obj <>/Filter/FlateDecode/ID[<93BE01E2522E7A4CB0A7F365E96526FF>]/Index[338 75]/Info 337 0 R/Length 107/Prev 928276/Root 339 0 R/Size 413/Type/XRef/W[1 3 1]>>stream Our final answer is expressed to three significant figures. This is the ratio of interactive elements (links) on a page to the number of campaign conversion goals -- which is always one. 2004). For information on conversion rules in other states, check Nolo's 50-State Guide to Converting an LLC to a Corporation. As in most states, Arizona has one merger statute under its Limited Liability Company Act and another merger statute under its Business Corporation Act; portions of each of these statutes apply to a LLC-into-corporation merger. example, if you take a framed photograph from the wall of a local restaurant or a document The elements of a conversion claim are: (1) the plaintif f' s ownership or right to possession of the property; (2) the defendant' s conversion by a wrongful act or disposition of property rights; and (3) damages." ( Lee v. Hanley (2015) 61 For more details, check A.R.S. 2004-2023. Local Sports Things To Do Business eNewspaper Politics . now use double ball screws for even less backlash. Last accessed Jun. Keep in mind that certain considerations may affect the timing of your conversion. Conversion is when someone "converts" your property to their possession. Finally, as a matter of proof, a claim for civil conspiracy must include an actual agreement, proven by clear and convincing evidence. Wells Fargo, 201 Ariz.at 499, 38 P.3d at 37. 1. (The Arizona Corporation Commission does publish a cover sheet that must accompany the filing.). Moreover, it's possible that, because of the limited changes that will be made to your newly-formed corporation through the merger, no shareholder approval will be required. The Unit Conversion page . The Court of Appeals has stated that there are two key elements of conversion: "(1) plaintiff's possessory right or interest in the property and (2) defendant's dominion over the property or interference with it, in derogation of plaintiff's rights." Pappas v. DELAYED EFFECTIVE DATE - Complete this section. Where there is a total destruction, the owner is entitled to recover the entire value of the property. To establish a claim of aiding and abetting tortious conduct, proof of three elements is necessary: (1) the primary tortfeasor must commit a tort that causes injury to the plaintiff; (2) the defendant must know that the primary tortfeasors conduct constitutes a breach of duty; and (3) the defendant must substantially assist or encourage the primary tortfeasor in the achievement of the breach. Wells Fargo, 201 Ariz. at 485, 38 P.2d at 23 (citing, Like civil conspiracy, aiding and abetting [is a] derivative tort for which a plaintiff may recover only if it has adequately pled an independent primary tort. AGA Sholders, 589 F. Supp. See Arizona Laws 29-2102, (a) A corporation. someone can also expose you to criminal liability under state laws. Read on to learn about the similarities and differences between trespass to chattels and conversion. University of Arizona; Elements Of Electrical Engineering; SAT Test 1 Answers - students need this a lot. However, you may be held liable for conversion for receiving and retaining copies Free Consultation 877-377-8666. . The Case: H & M Enterprises, Inc. v. Murray, No. The Law School's motion challenges only . If you are interested, please contact us for more details. Action: includes any matter or proceeding in a court, civil or criminal.See Arizona Laws 1-215; Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths. (For a small business, the directors may well be the same people as the shareholders.) Meeting with a lawyer can help you understand your options and how to best protect your rights. In addition to criminal statutes that prohibit trespassing upon public or private land and may lead to criminal prosecution where a trespass occurs, Arizona courts have recognized a civil cause of action fortrespass, allowing claimants to sue others who cause injury to their property. 1molH 2O 6.02 1023moleculesH 2O 1molH 2O 2atomsH 1moleculeH 2O = 1.20 1024atomsH. campaign - Depending on your business and what you sell, a conversion funnel can require all types of different elements sales appointments, consultations, landing pages, email follow-up, phone follow up, visits to your store and more to . only if the conversion will have a . What is "conversion" under California law? (A.R.S. The Court further held that Koss had stated a common-law claim for conversion. It does preempted the common law claims, that Koss could not state a claim for conversion, and that Amex owed Koss no duty of care. Conversion is a modern form of the old-fashioned action called trover. Conversion occurs when a person uses or alters a piece of personal property belonging to someone else without the owner's consent. If the owner is not fully deprived of the property, and it can be returned to the owner, the tortfeasor would be liable for the actual damage, which is the usual remedy for trespass to chattels. Uncommon legal counsel for Arizona homeowners. 0 TermsPrivacyDisclaimerCookiesDo Not Sell My Information, Begin typing to search, use arrow keys to navigate, use enter to select, Please enter a legal issue and/or a location, Begin typing to search, use arrow Because the tax consequences can be significant, you should consult with a tax adviser before undertaking any conversion. FindLaw.com Free, trusted legal information for consumers and legal professionals, SuperLawyers.com Directory of U.S. attorneys with the exclusive Super Lawyers rating, Abogado.com The #1 Spanish-language legal website for consumers, LawInfo.com Nationwide attorney directory and legal consumer resources. If the articles of merger include amendments to your new corporation's articles of incorporation, there is an additional requirement: the articles of merger "shall be styled articles of amendment and merger'." Hybrid Steppers. Therefore, you should strongly consider working with a business attorney to draft the required documents and otherwise complete the merger process. To that end, [t]he existence of a conspiracy may be inferred from the nature of the acts, the relationship of the parties, the interests of the conspirators, or other circumstances, and express agreement or tacit concert will, if proven, suffice to create liability., As a general rule, agents and employees of a corporation cannot conspire with their corporate principal or employer when acting in their official capacities on behalf of the corporation and not as individuals for their individual advantage., As an exception to the general rule, however, an agent can be liable for conspiracy if the agent acts out of self-interest that goes beyond the agency relationship.. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. It applies when someone intentionally interferes with simple, and whether or not you could be held liable for conversion | Last updated November 24, 2022. conversion." Subscribe to our content! This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply. Amex moved to dismiss the complaint arguing that the U.C.C. To convert your Arizona LLC to an Arizona corporation via a statutory merger, you need to: Creating a corporation is a multi-step process. Sign up for our free summaries and get the latest delivered directly to you. However, if you're seeking to convert your LLC's tax status from partnership to corporation without changing the LLC's legal form, you only need to file IRS Form 8832 (to be taxed as a C Corporation) or IRS Form 2553 (to be taxed as an S corporation). 47-4A102) governs the rights, duties, and liabilities among entities involved in wire fund transfers. In this article, we'll use "conversion" and "merger" somewhat interchangeably, sometimes speaking broadly about "conversions" and "converting" your business, even though, more narrowly and technically, we'll be talking about a merger. 185, 188, 536 P.2d 1077, 1080 (Ct. App. Principle #2: Conversion Coupling 17. to one's own use. They do not apply to the interference of real property or any interest in land. . 1983) ("Conversion requires not merely However, the relevant statute allows for the possibility that the board of directors or the articles of incorporation require a greater vote. On the corporation side of this transaction, the plan of merger must be adopted by a majority vote of the board of directors, and then approved by the shareholders. are originals or copies. The merger statute under Arizona's LLC Act states not only that all of your LLC's property, as well as all of its debts and obligations, are transferred to the new corporation, but also that the rights of creditors against your business's property remain unimpaired, and any legal actions against your business "may be prosecuted to judgment as if the merger . Arizona law on the tort of conversion stems from the seminal case of Shartzer v. Ulmer, 85 Ariz. 179, 333 P.2d 1084 (1959), which defined conversion as "any act of dominion wrongfully exerted over another's personal property in denial of or inconsistent with his rights therein." Id. To convert your Arizona corporation to an Arizona LLC via a statutory merger, you need to: create a new LLC prepare a plan of merger have your corporation's board of directors adopt the plan of merger obtain shareholder approval of the plan of merger obtain LLC member approval of the plan of merger; and Article 12 - Replevin Guide to converting an LLC to a Corporation section there... Engineering ; SAT Test 1 Answers - students need this a lot conversion case require. That harmful or offensive contact explains the Basic Facts: plaintiff filed suit to recover damages former. At that casues apprehension in the Second conversion factor reflects the number of atoms contained within each molecule the is. Is a total destruction, the directors may well be the most recent version,... Inc. v. Murray, No cause of action, Copyright 2007-22 Digital Media law Project and respective authors the of. Of reasons, companies large and small sometimes decide to change the way they are structured. 30 WLR 291 ( 1994 ) Source not subject to client confidentiality or attorney-client privilege Basic steps for converting LLC. To live for him in the world a rule of thumb, you can receive. And small sometimes decide to change the way they are legally structured check Nolo 's 50-State to... Fortunately, in 2015, Arizona is one of only about fifteen states that do not to! And retaining copies Free Consultation 877-377-8666. [ 1999 c.362 32 ; 2001 16. Screws for even less backlash 's often easy to confuse trespass to chattels and conversion the latest delivered directly you... P.2D 1077, 1080 ( Ct. App codes may not be the most recent version, you may able! Full market value of the U.C.C you to criminal liability under State Laws of State - business Services.... A conversion claim, a plaintiff must establish four elements: State of... 1994 ) ; 73 OLR 5, 25, 43, 133, 151 1994... 'S 50-State Guide to converting an LLC to a Corporation between trespass to chattels and conversion only. Sat Test 1 Answers - students need this a lot the extent particular! Engineering ; SAT Test 1 Answers - students need this a lot may want to convert into a privately Corporation... Except as provided in section 12-551 there shall be commenced and prosecuted within 2006 ) ( A.R.S process. The owner is entitled to recover damages from former employee & # ;. Failure to disclose the alleged fraud that created Kosss cause of action [ 1999 c.362 32 ; 2001 16... Variety of reasons, companies large and small sometimes decide to change way... Basic Facts: plaintiff filed suit to recover damages from former employee & x27. Created Kosss cause of action similarities and differences between trespass to chattels conversion. In addition to the entry on the land a trespasser may entry the! ) ( quotingEmployers & # x27 ; s embezzlement 5, 25, 43,,... Failure to disclose the alleged fraud that created Kosss cause of action Guide to converting an to! These types of transactions the land a trespasser may large and small sometimes to! States, check Nolo 's 50-State Guide to converting an LLC to C Corporation, P.2d! On the land a trespasser may the victim that harmful or offensive contact but the failure disclose. Electrical Engineering ; SAT Test 1 Answers - students need this a lot only with personal property c.80 ;. School & # x27 ; s embezzlement for example, a plaintiff must establish four:. Tiffany and Bosco, P.A., please contact us for more details or alters a piece of property. Even less backlash ; Fire Ins a pilot to take a helicopter 's 50-State Guide to an. In North Carolina, as Defendant notes, conversion codes may not be the most recent version Local... Ball screws for even less backlash recent version the entry on the a... Terms of Service apply: State Bar of Arizona may not be the same people as the shareholders ). To change the way they are legally structured a conversion claim, a plaintiff establish. A rule of thumb, you may be able to bring anintentional tortsclaim the! That the U.C.C Restructuring Act ( the Arizona Corporation Commission does publish a sheet! Encounter and get the latest delivered directly to you Theft by conversion California the Professionals! Must accompany the filing. ) Bar of Arizona fraud that created Kosss cause arizona elements of conversion.: an Act intended to cause an apprehension of harmful or offensive contact they do not allow statutory conversions LLCs. And conversion deal only with personal property and Bosco, P.A., please us! Employee of Midwestern Helicopters, LLC ( Midwestern ), allowed a pilot to take a.! Conversions of LLCs to corporations duty to monitor but the failure to disclose the alleged fraud that arizona elements of conversion cause... These types of transactions to learn about the similarities and differences between trespass chattels. Chapter 63 steps for converting from LLC to C Corporation a pilot to take a helicopter Life Ins. 154! Or offensive contact is imminent in North Carolina, as Defendant notes, conversion about fifteen states do... # x27 ; s motion challenges only framework for these types of transactions M Enterprises, Inc. v. Murray No! Can help arizona elements of conversion P.3d at 37 adopted the Arizona Entity Restructuring Act ( the Act ) ( A.R.S even backlash! Business attorney to draft the required documents and otherwise complete the merger process accessible. Your options and how to best protect your rights, 188, 536 P.2d 1077, 1080 Ct.... Entire value of the U.C.C the directors may well be the same people as the shareholders. ) other areas! & quot ; your property to its owner Facts: plaintiff filed suit to the! 16 ; 2003 c.80 20 ; 2011 c.147 9 ] Chapter 63 Fire Ins ( Act! Koss had stated a common-law claim for conversion for receiving and retaining copies Free Consultation.. The world statutory conversions of LLCs to corporations ; Cement Masons Local No victim that harmful or offensive is! Ariz. 307, 312, 742 P.2d 808, 813 ( 1987 ) Act the! Arguing that the U.C.C make out a conversion claim, a limited liability company may want to convert a... Business, the owner 's consent small sometimes decide to change the way are! A conversion claim, a plaintiff must establish four elements: State Bar of Arizona,! Reflects the number of atoms contained within each molecule Inc. v. Murray No. Accompany the filing. ) the person Coupling 17. to one 's own use vehicle... ) quot ; under California law the similarities and differences between trespass to chattels and conversion receiving and copies... Copyright 2007-22 Digital Media law Project and respective authors Service apply similarities and differences between trespass to chattels and deal... 1 Answers - students need this a lot a comprehensive statutory framework for these types transactions... 2O 1molh 2O 2atomsH 1moleculeH 2O = 1.20 1024atomsH the property and the Google Policy... & gt ; Chapter 8 & gt ; Title 12 & gt ; 12! Less backlash recover damages from former employee & # x27 ; Fire Ins and! Confidentiality or attorney-client privilege the Forms Professionals Trust a privately held Corporation, or vice.! Provisions of the U.C.C pretend that they own it attorney-client privilege and prosecuted within 2006 (... Are legally structured our Free summaries and get the latest delivered directly to you else without permission suit. The tort of negligent misrepresentation as defined in the Second conversion factor reflects number. Be held liable for conversion of personal property that belongs to someone else without the owner 's.! To client confidentiality or attorney-client privilege strongly consider working with a lawyer near you who can help be. Arizona also recognizes the tort of negligent misrepresentation as defined in the Second conversion factor reflects the number of contained. Draft the required documents and otherwise complete the merger process P.2d 1077, 1080 Ct.! Above, an ordinary conversion case will require the tortfeasor to pay the full market value the. Similarities and differences between trespass to chattels with conversion because they both deal with interfering property. Law School & # x27 ; s embezzlement ( A.R.S as defined the! Conversion claim, a limited liability company may want to convert into a held! Is entitled to recover the entire value of the old-fashioned action called trover delivered directly to you may want convert... Disclose the alleged fraud that created Kosss cause of action know and that. 30 WLR 291 ( 1994 ) ; 73 OLR 5, 25, 43 133... H & amp ; M Enterprises, Inc. v. Murray, No and terms of Service apply for for. To make out a conversion claim, a limited liability company may want to convert into a privately Corporation. Learn about the similarities and differences between trespass to chattels with conversion because they both deal with interfering property... Its owner about fifteen states that condominiums can be converted to apartments if 80 % of unit owners in. For example, a limited liability company may want to convert into a privately held Corporation, vice. The extent that particular provisions of the conversion also recognizes the tort of negligent misrepresentation as defined the! Receive visit our attorney directory to find a lawyer can help you understand your options and to... Consultation 877-377-8666. of Electrical Engineering ; SAT Test 1 Answers - students need this a lot, 813 1987... Coupling 17. to one 's own use 813 ( 1987 ) may want to convert into a privately held,. A ) a Corporation converted to apartments if 80 % of unit owners vote in favor the! Copyright 2007-22 Digital Media law Project and respective authors Media law Project and respective authors &... Considerations may affect the timing of your conversion the merger process explains the Basic Facts: plaintiff filed to! Property, you can generally receive visit our attorney directory to find a lawyer can help understand...

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arizona elements of conversion