Arizona Nonprofit Corporation Members: Rules & Guide

People who start an Arizona nonprofit corporation often assume it must have "members" the way a business corporation has shareholders or an LLC has members. That is not true. Membership in an Arizona nonprofit corporation is optional, it means something very specific under Arizona law, and the decision to have members (or not) changes who controls the organization. This article explains what members are, how a person becomes one, what members can be required to do, how long membership lasts, and whether members are ever personally liable for what the corporation does.

The law discussed here is the Arizona Nonprofit Corporation Act, which is found in Title 10, Chapters 24 through 40 of the Arizona Revised Statutes ("A.R.S."). Chapter 29 of the Act covers members and membership.

What Is a Member of an Arizona Nonprofit Corporation?

Arizona law defines a member by what the person can do, not by what the person is called. A.R.S. §10-3140(37) says a "member" is any person who, under a provision of the corporation's articles of incorporation or bylaws, has the right to vote for the election of a director or directors.

The same statute lists four things that do not make a person a member:

• Rights the person has as a delegate (a person elected or appointed to vote in a representative assembly).
• Rights the person has to designate (appoint) a director.
• Rights the person has as a director.
• Being called a "member" in the articles, bylaws or any other document if the person cannot vote for directors.

That last point causes a lot of confusion. Many charities have "members" who pay an annual fee and receive a newsletter, a discount or a membership card. If those people cannot vote for directors, they are not members under Arizona law. They are donors or supporters with a marketing label. They have none of the statutory rights of members, and the corporation is still a corporation without members.

A member does not have to be a human being. Under A.R.S. §10-3140(41) a "person" includes both individuals and entities, so another nonprofit corporation, an LLC, a church or a business corporation can be a member if the bylaws allow it. A common example is a supporting organization or subsidiary nonprofit whose sole member is a parent nonprofit.

"Membership" is the bundle of rights and obligations a member has under the articles of incorporation, the bylaws and the Act (A.R.S. §10-3140(38)).

Does an Arizona Nonprofit Corporation Have to Have Members?

No. A.R.S. §10-3603 says a corporation is not required to have members. The Articles of Incorporation filed with the Arizona Corporation Commission must state whether or not the corporation will have members (A.R.S. §10-3202), and the Commission's form has a box to check for each choice.

The choice decides who controls the corporation:

• Corporation with members. The members elect the directors, except the initial directors, unless the articles or bylaws provide a different method (A.R.S. §10-3804(A)). Members also vote on major decisions such as certain amendments, mergers and dissolution. Ultimate control rests with the members.
• Corporation without members. Directors other than the initial directors are elected, appointed or designated as the articles or bylaws provide. If the documents are silent, the board elects its own successors (A.R.S. §10-3804(B)). Control rests with the board.

Of the 550+ Arizona nonprofit corporations we have formed, the large majority of the ones that became 501(c)(3) charities chose to have no members. A self-perpetuating board is simpler to run, avoids annual members' meetings and member votes, and keeps a small group of founders from being outvoted by a wave of new members who want to take the charity in a different direction. Organizations that exist to serve a defined group of people, such as trade associations, clubs, homeowners associations, alumni groups and some churches, are more likely to have voting members.

How Does a Person Become a Member?

Arizona law leaves the admission process to the corporation. A.R.S. §10-3601(A) says the articles of incorporation or bylaws may establish criteria or procedures for admission of members and for continuation of membership. The statute imposes only one firm rule: no person can be admitted as a member without that person's consent, and consent may be express or implied (A.R.S. §10-3601(B)).

In practice a person usually becomes a member in one of these ways, depending on what the bylaws say:

• Founding members. The bylaws or the organizational resolutions name the initial members.
• Application and approval. The person submits a written application, the board or a membership committee approves it, and the person pays any required admission fee or first-year dues.
• Automatic membership. Membership comes with a status, such as owning a lot in a planned community, being a licensed professional in a trade association, or belonging to a church congregation. A.R.S. §10-3613(B) recognizes, for example, that a home buyer may implicitly consent to liability for association dues.
• Designation by another organization. A parent nonprofit or a sponsoring entity is named as the sole member.

Admission does not have to cost anything. Unless the articles or bylaws say otherwise, the corporation may admit members for no consideration or for whatever consideration the board decides (A.R.S. §10-3602).

What Are the Requirements to Become a Member?

The Arizona Nonprofit Corporation Act does not set any minimum age, residency, citizenship, income or other qualification for membership. Every requirement comes from the corporation's own articles of incorporation and bylaws. Common membership qualifications include:

• A minimum age.
• Living, working or owning property in a geographic area.
• Holding a professional license or working in a particular industry.
• Agreement with the organization's mission, statement of faith or code of conduct.
• Sponsorship by one or two existing members.
• Payment of an initiation fee or annual dues.
• Completion of an orientation, training or volunteer hours.
• Board approval of each new member.

The bylaws can also create different classes of membership, such as voting and non-voting members, individual and organizational members, or regular and life members. Unless the articles or bylaws establish classes with different rights, all members have the same rights and obligations on voting, dissolution, redemption and transfer (A.R.S. §10-3610). Remember that a class of "members" with no right to vote for directors is not a class of members under Arizona law at all.

Membership criteria are a private matter for the organization, but they are not free of outside law. Federal and Arizona anti-discrimination laws, public accommodation rules and the terms of grants or government contracts can limit who an organization may exclude. Have your attorney review exclusionary membership criteria before adopting them.

What Rights Does a Member Have?

Understanding a member's rights helps explain why the obligations exist. Depending on the bylaws, members typically have the right to:

• Elect directors. This is the defining right of membership (A.R.S. §10-3804).
• Remove directors they elected (A.R.S. §10-3808).
• Vote on fundamental changes, such as certain amendments to the articles and bylaws (A.R.S. §10-11003 and §10-11021), mergers, sales of substantially all assets and dissolution.
• Inspect corporate records. A member of record for at least six months may inspect and copy certain corporate records after giving at least five business days' written notice. Accounting records, the membership list and financial statements require a good-faith demand for a proper purpose that describes the records sought with reasonable particularity (A.R.S. §10-11602).
• Bring a derivative lawsuit on behalf of the corporation. Members holding 25% or more of the voting power, or 50 members, whichever is less, have standing, and each must have been a member when the act complained of occurred (A.R.S. §10-3631).

Members do not own the corporation the way shareholders own a business corporation. A member generally cannot sell or give away the membership unless the articles or bylaws allow it (A.R.S. §10-3611), and a 501(c)(3) charity cannot let any of its net earnings benefit a private individual (IRC §501(c)(3)). Arizona law also restricts distributions to members (A.R.S. §10-11301).

What Duties, Responsibilities and Obligations Does a Member Owe the Corporation?

This is where members and directors differ the most. The Arizona Nonprofit Corporation Act imposes standards of conduct on directors and officers. A director must act in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation (A.R.S. §10-3830). The Act does not impose comparable fiduciary duties on a person simply because he or she is a member. A member may vote his or her own way on directors and member matters.

That does not mean members have no obligations. A member's obligations come from three sources:

1. Dues, Assessments and Fees

A member may become liable to the corporation for dues, assessments and fees, but a bylaw or board resolution imposing them does not, by itself, create the liability. The member must agree, consent or acquiesce, expressly or impliedly. A member is deemed to have agreed if the provision imposing dues, assessments or fees already existed when the person became a member. Unless the dues provision expressly caps the amount, the dues can go up or down (A.R.S. §10-3613).

The practical lesson: put the dues and assessment provisions in the bylaws before you admit members, and have each new member sign an application acknowledging them.

2. The Articles of Incorporation and Bylaws

The articles and bylaws are the rulebook. When a person consents to membership, he or she agrees to follow the membership rules in effect, such as conduct standards, attendance requirements, confidentiality rules, conflict of interest disclosures or volunteer commitments.

3. Commitments the Member Makes

A member who signs a pledge agreement, a contract with the corporation or a written membership agreement is bound by it like anyone else. Those obligations survive resignation and expulsion for anything incurred or committed to before the member left (A.R.S. §10-3620(B) and §10-3621(E)).

Members who wear another hat. Many members also serve as directors, officers or committee chairs. In those roles they owe the duties that come with the role, including the director standards of conduct and the conflict of interest rules. Those duties come from the position, not from the membership.

Can the Bylaws Require a Member to Do Things to Remain a Member?

Yes. A.R.S. §10-3601(A) expressly authorizes the articles of incorporation or bylaws to establish criteria for the continuation of membership, not just for admission. The bylaws can make continued membership depend on conditions such as:

• Paying annual dues by a stated deadline, with automatic lapse after a grace period.
• Attending a minimum number of meetings each year.
• Completing a set number of volunteer hours.
• Keeping a professional license, residence or other qualification that was required for admission.
• Following a code of conduct or statement of faith.
• Avoiding conduct that harms the organization's reputation or mission.
• Renewing the membership each year.

There are two important limits.

First, money obligations require consent. A new dues requirement adopted after a person joined does not automatically bind that member. Under A.R.S. §10-3613(A) the member's agreement, consent or acquiescence is needed, although a member who continues paying, voting and participating after the change will often be found to have acquiesced. A member who refuses can simply resign.

Second, enforcement requires a fair procedure. If a member fails to meet a continuation requirement, the corporation cannot just cross the name off the list. A.R.S. §10-3621 requires that any expulsion, suspension or termination follow a procedure set out in the articles, the bylaws or an agreement with the member, or a procedure that is "otherwise appropriate." Those rules are discussed below.

Well-drafted bylaws spell out each continuation requirement, what happens if it is not met (automatic lapse, suspension or expulsion), and the notice and hearing process. Clear rules adopted in advance are much easier to enforce than a board decision made in the heat of a dispute.

What Is a Member's Term? How Long Is a Member a Member?

The Arizona Nonprofit Corporation Act does not set a term for membership. Directors serve terms; members do not, unless the bylaws create one. If the bylaws are silent, membership continues indefinitely until one of the events below ends it.

Many organizations prefer a defined term. The bylaws can provide, for example, that memberships run on a calendar or fiscal year and expire unless renewed, that life memberships continue for the member's lifetime, or that membership lasts only while the member holds a qualifying status, such as owning a lot or being employed in the industry.

A membership ends when any of the following occurs:

Event	What Arizona Law Says
Resignation	A member may resign at any time, except as set forth in or authorized by the articles or bylaws. Resigning does not erase obligations incurred before resignation (A.R.S. §10-3620).
Expiration or lapse	Membership ends at the end of any term, or on failure to meet a continuation requirement, if the bylaws so provide (A.R.S. §10-3601(A)).
Expulsion or termination	Only under a procedure in the articles, bylaws or member agreement, or one that is otherwise appropriate (A.R.S. §10-3621).
Amendment eliminating members	An amendment that terminates all members or a class of members must be approved by two-thirds of the votes cast by each class (A.R.S. §10-11031).
Transfer	Only if the articles or bylaws allow transfers (A.R.S. §10-3611).
Death or dissolution of the member	The Act does not address death directly. Because memberships are not transferable unless the articles or bylaws say so, a membership generally does not pass to the member's heirs. The bylaws should state what happens.
Dissolution of the corporation	When the corporation winds up and ends, the memberships end with it.

How Can a Nonprofit Expel, Suspend or Terminate a Member?

Under A.R.S. §10-3621, a member may be expelled or suspended, or a membership terminated or suspended, only under one of these procedures:

• A procedure set out in the articles of incorporation, the bylaws or an agreement between the member and the corporation; or
• A procedure that is "otherwise appropriate." A procedure qualifies if it provides (a) written notice at least 15 days before the expulsion, suspension or termination stating the reasons, and (b) an opportunity for the member to be heard, orally or in writing, at least five days before the effective date, by a person or persons authorized to decide that the action should not take place. A procedure also qualifies if it is fair and reasonable considering all the relevant facts and circumstances.

Mailed notice goes to the member's last address in the corporation's records. Any lawsuit challenging an expulsion, suspension or termination, including one claiming defective notice, must be filed within six months after the effective date. An expelled or suspended member may still owe dues, assessments or fees for obligations incurred before the expulsion or suspension. The section does not apply to corporations organized primarily for religious purposes.

If the articles or bylaws allow it, the corporation may buy back the membership of a member who resigns or is terminated, for the amount and on the conditions the articles or bylaws set, so long as the payment does not violate the distribution rules (A.R.S. §10-3622).

Is a Member Liable for the Corporation's Debts or Activities?

No, not because of membership. A.R.S. §10-3612 says a member of a corporation is not personally liable for the acts, debts, liabilities or obligations of the corporation. If the nonprofit loses a lawsuit, defaults on a lease or cannot pay a vendor, the creditor's claim is against the corporation and its assets, not the members' homes, bank accounts or other personal property.

The protection has limits. A member can still be personally liable in these situations:

• The member's own conduct. A member who personally injures someone while volunteering, for example by causing a car accident while driving for the charity, is responsible for his or her own negligence. Membership is not a shield against your own wrongful acts.
• Personal guaranties. A member who personally guarantees the corporation's lease, loan or credit card has agreed to pay if the corporation does not.
• Money owed to the corporation. Dues, assessments, fees and pledges the member agreed to remain the member's obligation (A.R.S. §10-3613).
• Service in another role. A member who is also a director or officer can face liability in that capacity, for example as a "responsible person" for unpaid payroll taxes under IRC §6672.
• Unauthorized acts. A member who signs contracts or holds himself or herself out as acting for the corporation without authority can be personally responsible to the other party.

Bylaw Checklist for a Nonprofit That Will Have Members

If your nonprofit will have voting members, the bylaws should answer each of these questions:

• Who is eligible, and who decides whether to admit an applicant?
• Are there classes of membership, and which classes vote for directors?
• Are individuals, entities or both eligible?
• What are the dues, when are they due, and what happens if they are not paid?
• Is there a membership term, and how is membership renewed?
• What must a member do to stay a member (attendance, volunteering, conduct)?
• What is the notice and hearing procedure for suspension and expulsion?
• Can a member resign at any time, and must resignation be in writing?
• Can a membership be transferred, and what happens when a member dies or an entity member dissolves?
• When is the annual meeting, what is the quorum, and may members vote by written ballot or electronically?
• Which decisions require a member vote?

Frequently Asked Questions About Arizona Nonprofit Corporation Members

Is a member the same as a director?

No. Members elect directors. Directors manage the corporation. One person can be both, but the roles are different, and director rights do not make a person a member.

Our charity sells "memberships" to donors. Are they members?

Only if they can vote for directors. If they cannot, they are not members under A.R.S. §10-3140(37), no matter what the brochure calls them.

Does a 501(c)(3) charity need members to get IRS tax exemption?

No. The IRS grants 501(c)(3) status to Arizona nonprofit corporations with and without members. Most of the charities we form have no members.

Can a nonprofit with no members add members later?

Yes, by amending the articles of incorporation and the bylaws to provide for members and filing the articles amendment with the Arizona Corporation Commission.

Can a nonprofit with members eliminate them?

Yes, but the members must approve the amendment by two-thirds of the votes cast by each class (A.R.S. §10-11031).

Is there a minimum or maximum number of members?

The Act sets neither. A corporation can have a single member, such as a parent organization, or thousands.

Can a minor be a member?

The Act sets no minimum age, so the bylaws decide. Because a minor's ability to agree to dues and other obligations is limited, many organizations require voting members to be adults or create a non-voting youth category.

Can the board raise dues on existing members?

Unless the dues provision expressly caps the amount, dues are subject to increase (A.R.S. §10-3613(C)). The member must have agreed to liability for dues, which is presumed if the dues provision existed when the member joined.

Can the bylaws stop a member from resigning?

A member may resign at any time "except as set forth in or authorized by" the articles or bylaws (A.R.S. §10-3620(A)), so the documents may impose reasonable conditions, such as written notice. Resigning does not cancel obligations the member already incurred.

Does a member get anything back if the nonprofit dissolves?

Not from a 501(c)(3) charity. Its articles must dedicate remaining assets to another exempt purpose on dissolution, so members receive nothing.

Can I give my membership to my child?

Only if the articles or bylaws permit transfers (A.R.S. §10-3611). Most do not.

Can a member see the nonprofit's financial records?

A member of record for at least six months may, after five business days' written notice, inspect accounting records and the most recent financial statements if the demand is made in good faith for a proper purpose and the records are directly connected with that purpose (A.R.S. §10-11602).

Can a member be sued if the nonprofit is sued?

Not for the corporation's liabilities. A.R.S. §10-3612 protects members from the corporation's acts, debts and obligations. A member can be sued for his or her own wrongful conduct or for a personal guaranty.

How long do I have to challenge my expulsion?

Six months after the effective date of the expulsion, suspension or termination (A.R.S. §10-3621(D)).

Let Us Form Your Arizona Nonprofit Corporation

Arizona nonprofit attorneys Richard Keyt and his son, attorney and former CPA Richard C. Keyt, have formed 550+ Arizona nonprofit corporations that became 501(c)(3) nonprofit corporations. We prepare bylaws that fit your organization, whether it will be governed by a self-perpetuating board or by voting members, and we write clear admission, dues, continuation, resignation and expulsion provisions so you do not have to improvise when a membership dispute arises.

Our flat fee to form an Arizona nonprofit corporation is $1,297 and includes 28 services. See our Arizona nonprofit corporation formation services and our step-by-step guide on how to form an Arizona nonprofit corporation. We also prepare the IRS application for 501(c)(3) status. See our article called IRS Form 1023 Preparation Services.

To hire us to form your nonprofit corporation, submit our nonprofit incorporation questionnaire, call Richard Keyt (Rick the father) at 480-664-7478 & email rk@keytlaw.com or his son Richard C. Keyt (Ricky) at 480-664-7472 & email rck@keytlaw.com.

This article provides general information about Arizona law and is not legal advice for your situation. Copyright 2026 KEYTLaw, LLC.