Arizona’s Nonprofit Corporation Statutes

Arizona’s Nonprofit Corporation Statutes2018-01-14T10:38:11+00:00

Title 10, Arizona Revised Statutes

Chapter 24 General Provisions-Nonprofit Corporations

Article 1 Short Title

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3101Short title
10-3102Reservation of power to amend or repeal

 

Article 2 Filing Documents and Fees-Nonprofit Corporations

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3120Filing requirements
10-3121Forms
10-3122Filing, service and copying fees; public access fund; expedited report filing and access; same day and next day services
10-3123Effective time and date of document
10-3124Correcting filed document; articles of incorporation; application for authority to conduct affairs
10-3125Filing duty of commission
10-3127Evidentiary effect of copy of filed document
10-3128Certificate of good standing

 

Article 3 Arizona Corporation Commission

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3130Powers

 

Article 4 Definitions, Notice, Private Foundations, Judicial Relief and Religious Organizations

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3140Definitions
10-3141Notice
10-3150Private foundations; definition
10-3160Judicial relief
10-3180Religious corporations; constitutional protections

 

Chapter 25 Incorporation and Transfer of Domicile-Nonprofit Corporations

Article 1 Incorporation

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3201Incorporators
10-3202Articles of incorporation
10-3203Incorporation
10-3204Liability for noncorporate transactions
10-3205Organization of corporation
10-3206Bylaws
10-3207Emergency bylaws

 

Article 2 Transfer of Domicile

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3220Transfer of domicile
10-3221Adoption of articles of domestication
10-3222Articles of domestication
10-3223Certificate of disclosure and certificate of good standing
10-3224Recording and publication of articles of domestication
10-3225Effect of change of domicile
10-3226Transfer of domicile from this state

 

Chapter 26 Purposes and Powers-Nonprofit Corporations

Article 1 General Provisions

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3301Purposes
10-3302General powers
10-3303Emergency powers
10-3304Validity of actions

 

Chapter 27 Name-Nonprofit Corporations

Article 1 General Provisions

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3401Corporate name
10-3402Reserved name
10-3403Registered name

 

Chapter 28 Office and Agent-Nonprofit Corporations

Article 1 Place of Business and Agent

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3501Known place of business and statutory agent
10-3502Change of known place of business and statutory agent
10-3503Resignation of statutory agent
10-3504Service on corporation

 

Chapter 29 Members and Membership-Nonprofit Corporations

Article 1 Admission of Members

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3601Admission
10-3602Consideration
10-3603No requirement of members

 

Article 2 Types of Memberships-Members’ Rights and Obligations

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3610Difference in rights and obligations of members
10-3611Transfers
10-3612Member's liability to third parties
10-3613Member's liability for dues, assessments and fees
10-3614Creditor's action against member

 

Article 3 Resignation and Termination

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3620Resignation
10-3621Termination, expulsion and suspension
10-3622Purchase of memberships

 

Article 4 Derivative Suits

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3630Definitions
10-3631Standing
10-3632Demand
10-3633Stay of proceedings
10-3634Dismissal
10-3635Discontinuance or settlement
10-3636Payment of expenses
10-3637Applicability to foreign corporations

 

Article 5 Delegates

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3640Delegates

 

Chapter 30 Members’ Meetings and Voting-Nonprofit Corporations

Article 1 Meetings and Action Without Meetings

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3701Annual and regular meetings; exceptions
10-3702Special meeting
10-3703Court ordered meeting; costs; attorney fees
10-3704Action by written consent; definition
10-3705Notice of meeting
10-3706Waiver of notice
10-3707Record date; determining members entitled to notice and vote
10-3708Action by written ballot

 

Article 2 Voting

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3720Members' list for meeting
10-3721Voting entitlement generally
10-3722Quorum requirements
10-3723Voting requirements
10-3724Proxies
10-3725Cumulative voting for directors
10-3726Other methods of electing directors
10-3727Corporation's acceptance of votes

 

Article 3 Voting Agreement and Trusts

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3730Voting trusts
10-3731Voting agreements
10-3732Member agreements

 

Chapter 31 Directors and Officers-Nonprofit Corporations

Article 1 Board of Directors

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3801Requirement for and duties of board
10-3802Qualifications of directors
10-3803Number of directors
10-3804Election, designation and appointment of directors
10-3805Terms of directors generally
10-3806Staggered terms for directors
10-3807Resignation of directors
10-3808Removal of directors elected by members or directors
10-3809Removal of designated or appointed directors
10-3810Removal of directors by judicial proceeding
10-3811Vacancy on board
10-3812Compensation of directors

 

Article 2 Meetings and Action of the Board

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3820Regular and special meetings
10-3821Action without meeting
10-3822Call and notice of meetings
10-3823Waiver of notice
10-3824Quorum and voting
10-3825Committees of the board

 

Article 3 Standards of Conduct

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3830General standards for directors
10-3833Liability for unlawful distributions

 

Article 4 Officers

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3840Officers
10-3841Duties and authority of officers
10-3842Standards of conduct for officers
10-3843Resignation and removal of officers
10-3844Contract rights of officers
10-3845Officers' authority to execute documents

 

Article 5 Indemnification

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3850Definitions
10-3851Authority to indemnify
10-3852Mandatory indemnification
10-3853Advance for expenses
10-3854Court ordered indemnification
10-3855Determination and authorization of indemnification
10-3856Indemnification of officers
10-3857Insurance
10-3858Application of article

 

Article 6 Director’s Conflicting Interest Transactions

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-3860Definitions
10-3861Judicial action
10-3862Directors' action; definition
10-3863Members' action; definition
10-3864Conflict of interest policy; exceptions

 

Chapter 33 Amendment of Articles of Incorporation and Bylaws- Nonprofit Corporations

Article 1 Articles of Incorporation

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-11001Authority to amend
10-11002Amendment by board of directors
10-11003Amendment by board of directors and members
10-11004Class voting by members on amendments
10-11006Articles of amendment
10-11007Restated articles of incorporation
10-11008Amendment pursuant to reorganization
10-11009Effect of amendment and restatement

 

Article 2 Bylaws

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-11020Amendment by board of directors
10-11021Amendment by board of directors or members
10-11022Class voting by members on amendments
10-11023Bylaw increasing quorum or voting requirement for members
10-11024Bylaw increasing quorum or voting requirement for directors

 

Article 3 Articles of Incorporation and Bylaws

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-11030Approval by third persons
10-11031Amendment terminating members or redeeming or canceling memberships

 

Chapter 34 Mergers-Nonprofit Corporation

Article 1 General Provisions

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-11101Approval of plan of merger
10-11102Membership exchange
10-11103Action on plan by board, members and third persons
10-11105Articles of merger or membership exchange; publication
10-11106Effect of merger or membership exchange
10-11107Merger or exchange with other entities
10-11108Requests, devises and gifts

 

Chapter 35 Sale of Assets-Nonprofit Corporations

Article 1 General Provisions

A.R.S. SectionSection Title
A.R.S. SectionSection Title
10-11201Sale of assets in regular course of activities and mortgage of assets
10-11202Sale of assets other than in regular course of activities

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