Arizona Nonprofit Board Meetings: Rules & Requirements

If you are a director of an Arizona nonprofit corporation, you are one of the people Arizona law puts in charge of the organization. The board does not run the nonprofit by talking things over informally, by email threads, or by letting the executive director or the founder make every decision. The board acts in one of two ways: by voting at a properly held meeting, or by a written consent signed by every director. And whichever way the board acts, Arizona law requires the corporation to keep a permanent written record of it.

This article explains everything a director of an Arizona nonprofit corporation should know about board meetings, notice, quorum, voting, committees, minutes, written resolutions and the Unanimous Consent, a document that lets directors approve resolutions without holding a meeting at all. It also answers a question we hear often: does Arizona law actually require the board of a nonprofit corporation to hold meetings?

The Short Answer: What Arizona Law Requires

Arizona's nonprofit corporation laws are in Title 10, Chapters 24 through 40, of the Arizona Revised Statutes, often called the Arizona Nonprofit Corporation Act. Here is what those laws require of the board of directors in plain English:

• Every nonprofit corporation must have a board of directors, and all corporate powers are exercised by or under the authority of the board. A.R.S. §10-3801.
• The board can make decisions only at a meeting with a quorum present, or by a written consent signed by all of the directors. A.R.S. §10-3824 and A.R.S. §10-3821.
• The corporation must keep permanent records of the minutes of all board meetings, a record of all actions the board takes without a meeting, and a record of all actions taken by board committees. A.R.S. §10-11601(A).
• Arizona does not set a minimum number of board meetings per year. The corporation's Bylaws usually do, and the directors must follow them.

Put simply, Arizona law does not say "your board must meet four times a year," but it does say "your board can only act at a meeting or by unanimous written consent, and you must keep a permanent written record of every action." A nonprofit board that never meets and never signs a consent has, legally, never made a decision.

Does Arizona Law Require Board Meetings?

This is the question directors ask most, and the honest answer has two parts.

Arizona has no statute requiring a set number of board meetings

No section of the Arizona Nonprofit Corporation Act says a board of directors must meet monthly, quarterly or even annually. A.R.S. §10-3820 says a board "may" hold regular or special meetings in or out of Arizona. The statute describes how meetings work, not how often they must happen.

But the board must act, and acting requires a meeting or a Unanimous Consent

Arizona law gives the board, and only the board, the power to manage the corporation's affairs. The statutes then give the board exactly two ways to exercise that power: a vote at a meeting where a quorum is present, or a written consent signed by every director. There is no third option. A decision made in a hallway conversation, a phone call between two directors, or a "reply all" email chain is not an act of the board.

Every nonprofit also has decisions that must be made periodically. Under A.R.S. §10-3805, if the Articles of Incorporation or Bylaws do not specify a term for directors, each director's term is one year. Officers must be elected, bank signers must be authorized, budgets must be approved, and policies must be adopted. Each of those decisions requires either a board meeting or a Unanimous Consent.

Your Bylaws almost certainly require meetings

Nearly all nonprofit Bylaws require an annual meeting of the board of directors, and many require regular meetings throughout the year. The Bylaws are binding on the corporation and its directors. A board that ignores its own Bylaws is out of compliance with its governing document even if no Arizona statute was broken, and that failure can be used against the board by anyone who later challenges a board decision.

The Only Two Ways a Board Can Act

1. At a meeting. The directors gather in person, by phone or by video conference, a quorum is present, and a majority of the directors present vote in favor of a motion or resolution. The secretary records what happened in the minutes.

2. By Unanimous Consent. Every director signs a written document describing the action being taken. No meeting is held. The signed consent is filed with the corporation's minutes. This option is explained in detail later in this article.

Individual directors have no authority to act for the corporation on their own just because they are directors. The power belongs to the board as a group. Officers, such as the president, treasurer and executive director, can act for the corporation only to the extent the Bylaws or the board authorize them to.

Regular Meetings and Special Meetings

A.R.S. §10-3820(A) divides board meetings into two types:

• Regular meetings are meetings whose time and place are fixed by the Bylaws or by the board. Example: "The board shall meet on the second Tuesday of each quarter at 6:00 p.m." The annual meeting of the board is usually a regular meeting.
• Special meetings are all other meetings, typically called when something comes up that cannot wait for the next regular meeting.

Unless the Articles of Incorporation or Bylaws provide otherwise, a board meeting may be called by the presiding officer of the board, the president, or 20% of the directors then in office. A.R.S. §10-3822(D).

Notice of Board Meetings and Waiver of Notice

Arizona's default notice rules are found in A.R.S. §10-3822. Your Articles or Bylaws can change most of them, so always check those documents first.

• Regular meetings may be held without notice of the date, time, place or purpose, because the directors already know the schedule.
• Special meetings require at least two days' notice of the date, time and place. The notice does not have to state the purpose of the meeting unless the Articles or Bylaws require it.
• Special rule for nonprofits without members. Most Arizona charities have no members. In a corporation without members, a board vote to remove a director, or to approve any matter that would require member approval if the corporation had members (such as amending the Articles, merging or dissolving), is not valid unless each director receives at least two days' written notice that the matter will be voted on at the meeting, or waives that notice.

Waiving notice

Under A.R.S. §10-3823, a director may waive any required notice before or after the meeting. The waiver must be in writing, signed by the director (an electronic signature or electronic transmission works), and filed with the minutes or corporate records.

A director who attends or participates in a meeting automatically waives notice unless the director objects, at the beginning of the meeting or promptly on arrival, to holding the meeting or transacting business, and then does not vote for or assent to any action taken. In other words, a director cannot show up, vote, and later claim the meeting was invalid because notice was late.

Meeting by Phone or Zoom (and Why Email Is Not a Meeting)

Unless the Articles or Bylaws say otherwise, the board may let any or all directors participate in a meeting, or conduct the entire meeting, through any means of communication by which all participating directors can simultaneously hear each other. A director who participates that way is deemed present in person. A.R.S. §10-3820(C).

That means a conference call, Zoom, Microsoft Teams or Google Meet meeting is a valid board meeting, as long as every participating director can hear the others in real time.

An exchange of emails or text messages is not a meeting, because the directors are not simultaneously hearing each other. A "vote" by email in which some directors reply "yes" and others never respond is not a valid act of the board. If the board wants to act without meeting, it must use a Unanimous Consent signed by every director.

Quorum and Voting

A quorum is the minimum number of directors who must be present for the board to conduct business. Arizona's rules are in A.R.S. §10-3824:

• Default quorum. Unless the Articles or Bylaws require a different number, a quorum is a majority of the fixed number of directors. For a board with a variable range (for example, "not fewer than three nor more than nine directors"), a quorum is a majority of the number prescribed or, if no number is prescribed, of the number in office immediately before the meeting begins.
• Lower quorum. The Articles or Bylaws may set a quorum as low as one-third of the fixed or prescribed number of directors, but no lower.
• Directors leaving early. The Articles or Bylaws may provide that once a quorum is present at the start of a meeting, it continues to exist until adjournment even if some directors leave. Without that provision, the board loses the power to act the moment attendance falls below a quorum.
• Vote required. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present is the act of the board, unless the Articles or Bylaws require a greater number.
• Proxies. A director may vote by proxy only if the Articles or Bylaws authorize it. If they do, the proxy appointment must be signed, is effective when the secretary receives it, and is valid for one month unless the appointment states a different period.

Example: A nonprofit has seven directors and its Bylaws use Arizona's default rules. A quorum is four directors. If exactly four directors attend, a motion passes with three "yes" votes, because three is a majority of the four directors present.

How a Director Records a Dissent or Abstention

This rule surprises many directors. Under A.R.S. §10-3824(E), a director who is present at a board or committee meeting when the board takes action is deemed to have assented to that action unless one of the following happens:

1. The director objects at the beginning of the meeting, or promptly on arrival, to holding the meeting or transacting business at it;
2. The director's dissent or abstention is entered in the minutes of the meeting; or
3. The director delivers written notice of the dissent or abstention to the presiding officer before the meeting adjourns, or to the corporation before 5:00 p.m. on the next business day after the meeting.

A director who votes in favor of an action cannot later dissent or abstain from it. If you disagree with a board decision, or you have a conflict of interest and are not voting, make sure the minutes say so. Silence counts as a "yes."

Committees of the Board

Unless the Articles or Bylaws say otherwise, the board may create committees, such as an executive committee, finance committee or audit committee, and appoint directors to serve on them. Creating a committee and appointing its members requires the approval of a majority of all directors in office (or a greater number if the Articles or Bylaws require it). A.R.S. §10-3825.

The same rules on meetings, action without a meeting, notice, waiver of notice, quorum and voting apply to committees. A committee may exercise the board's authority only to the extent the board, the Articles or the Bylaws allow, and a committee can never:

• Authorize distributions;
• Approve or recommend to members any action that requires member approval;
• Fill vacancies on the board or on any committee;
• Adopt, amend or repeal Bylaws; or
• Fix the compensation of directors for serving on the board or a committee.

Committee actions must also be recorded. A.R.S. §10-11601(A) requires the corporation to keep a permanent record of all actions taken by a committee of the board on behalf of the corporation.

Arizona's Minutes and Records Requirement

The documentation requirement is not optional. A.R.S. §10-11601(A) states that a corporation shall keep as permanent records:

• Minutes of all meetings of its members and board of directors;
• A record of all actions taken by the members or board of directors without a meeting; and
• A record of all actions taken by a committee of the board of directors on behalf of the corporation.

"Permanent" means the corporation keeps these records for as long as it exists, not for a few years. The records must be kept in written form or in a form that can be converted into written form within a reasonable time, so scanned PDFs and secure cloud storage are acceptable. A.R.S. §10-11601(D).

Section 10-11601(E) also requires the corporation to keep copies of certain records at its principal office, its known place of business or its statutory agent's office, including its Articles and all amendments, its Bylaws and all amendments, a list of the names and business addresses of its current directors and officers, and its most recent annual report filed with the Arizona Corporation Commission.

If the nonprofit has members, members who have been members of record for at least six months have the right to inspect and copy certain records, including excerpts of board minutes when they make a good-faith demand for a proper purpose. A.R.S. §10-11602. Write your minutes on the assumption that someone outside the board may read them someday.

The minute book

The traditional place to keep these records is the corporation's minute book, a binder or digital folder containing the Articles of Incorporation, Bylaws, organizational resolutions, adopted policies, signed minutes of every meeting, and every signed Unanimous Consent in date order. The minute book is the corporation's official memory. When directors change, as they always do, the minute book is how the new board learns what the old board decided.

Why Minutes Protect Directors and the Nonprofit

Minutes are not busywork. They are evidence, and in a dispute the side with the better documentation usually wins.

• They prove the board acted properly. Under A.R.S. §10-3830, 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 is in the corporation's best interests. A director is presumed to have met that standard, and someone challenging the director must prove otherwise by clear and convincing evidence. Minutes showing the board received reports, asked questions, relied on its accountant or attorney, and deliberated before voting are the best evidence that the presumption should stand.
• They prove the decision was actually made. Banks, title companies, landlords, grantors and auditors routinely ask for a certified board resolution authorizing a bank account, a lease, a loan or a contract. Without minutes or a signed consent, the corporation cannot prove its officers were authorized.
• They protect against conflict-of-interest claims. When a director has a personal financial interest in a transaction, Arizona's conflict-of-interest statutes protect the transaction if it is approved by a majority, but at least two, of the qualified (disinterested) directors after required disclosure. A.R.S. §10-3862. The minutes should show the disclosure, that the interested director did not vote, and how the disinterested directors voted.
• They protect individual directors. A director who disagreed with a decision that later goes badly is protected only if the minutes record the dissent.
• They preserve institutional memory. Five years from now, nobody will remember why the board approved the executive director's salary or chose a particular vendor. The minutes will.

What the IRS Expects: Form 990 and Contemporaneous Documentation

For 501(c)(3) organizations, documentation is also a federal tax issue.

Form 990, Part VI, Line 8

Organizations that file the full IRS Form 990 must answer Part VI, line 8, which asks whether the organization contemporaneously documented the meetings held or written actions taken during the year by its governing body and by each committee with authority to act on the board's behalf. A "no" answer must be explained in Schedule O, and Form 990 is a public document available to donors, grantors and the press.

The Form 990 instructions say documentation is contemporaneous if it is completed by the later of the next meeting of the board or committee, or 60 days after the meeting or written action. The documentation should identify the action taken, when it was taken, and who made the decision.

Executive compensation and the rebuttable presumption

A 501(c)(3) public charity that pays excessive compensation or other excess benefits to an insider, such as a director, officer or founder, exposes that insider (and in some cases the directors who approved it) to steep excise taxes under Internal Revenue Code Section 4958. The IRS regulations give the board a powerful defense, called the rebuttable presumption of reasonableness, if compensation is approved in advance by disinterested directors who rely on appropriate comparability data and who adequately and contemporaneously document the basis for their decision. Treas. Reg. §53.4958-6. No minutes, no presumption.

What Good Minutes Should Contain

Minutes are a summary of what the board did, not a transcript of everything that was said. Good minutes are accurate, concise and complete. They should include:

• The name of the corporation and the words "Minutes of the [Regular/Special/Annual] Meeting of the Board of Directors";
• The date, time and place of the meeting, and whether any directors participated by phone or video;
• How notice was given, or that notice was waived;
• The names of the directors present and absent, and of any guests (staff, accountant, attorney);
• Who presided and who recorded the minutes;
• A statement that a quorum was present;
• Approval (or correction) of the minutes of the prior meeting;
• Reports received, such as the treasurer's financial report or the executive director's report, and a note that copies are attached or kept with the records;
• The exact wording of each resolution or motion adopted and the result of each vote;
• Any conflict-of-interest disclosure, and the fact that the interested director left the room or did not vote;
• Any dissent or abstention a director asks to have recorded;
• The time the meeting adjourned; and
• The signature of the secretary (or other person who recorded the minutes).

Leave out personal opinions, editorial comments, jokes and blow-by-blow accounts of heated debates. Do not record detailed legal advice from the corporation's attorney; simply note that the board received legal advice on the topic, which helps protect the attorney-client privilege.

Decisions the Board Should Document

Any significant corporate decision should be approved by the board and documented in minutes or a Unanimous Consent. Common examples include:

• Electing directors and officers and filling vacancies;
• Opening bank accounts and designating authorized signers;
• Approving the annual budget;
• Hiring, compensating or terminating the executive director;
• Adopting or amending policies, such as the Conflicts of Interest Policy, Whistleblower Policy and Document Retention and Destruction Policy;
• Reviewing the Form 990 before it is filed;
• Approving any transaction with a director, officer or their family members;
• Signing leases, borrowing money, buying or selling real estate, and entering into major contracts or grant agreements;
• Amending the Bylaws or Articles of Incorporation; and
• Merging, dissolving, or selling substantially all of the corporation's assets.

What Is a Unanimous Consent?

A Unanimous Consent, often titled "Action by Unanimous Written Consent of the Board of Directors in Lieu of a Meeting," is a written document that describes one or more actions or resolutions and is signed by every director. When the last director signs, the action is approved exactly as if the board had voted for it at a meeting.

Arizona authorizes Unanimous Consents in A.R.S. §10-3821. The key rules are:

• All directors must sign. Unless the Articles or Bylaws provide otherwise, any action the board could take at a meeting may be taken without a meeting if it is taken by all of the directors. Not a majority. All of them.
• It must be in writing and describe the action. The action must be evidenced by one or more written consents describing the action taken and signed by each director.
• It goes in the minute book. The signed consent must be included in the minutes filed with the corporate records.
• Effective date. The action is effective when the last director signs, unless the consent specifies a different effective date.
• Same legal effect as a meeting vote. The signed consent has the effect of a meeting vote and may be described that way in any document.
• Directors can change their minds. A director may revoke his or her consent by delivering a signed revocation to the president or secretary before the last director signs.
• Electronic signatures are valid. A consent may be signed with an electronic signature as defined in A.R.S. §44-7002, so DocuSign and similar e-signature services work.

When a Unanimous Consent works best

Unanimous Consents are ideal for routine, noncontroversial decisions: opening a bank account, changing authorized signers, approving a standard contract, adopting a policy, electing officers when everyone agrees, or ratifying something the board already discussed informally. They are especially useful for small boards whose directors live in different places.

They are a poor substitute for a meeting when a decision deserves real discussion, such as hiring or firing the executive director, approving a large expenditure, or approving a transaction in which a director has a conflict of interest. For those matters, a meeting where directors ask questions and deliberate, and minutes that show they did, provides much better protection under the A.R.S. §10-3830 standards of conduct.

How Directors Sign Resolutions Without a Meeting

Here is the step-by-step process we recommend:

1. Check the governing documents. Confirm the Articles of Incorporation and Bylaws do not prohibit action without a meeting, and that you have a current, accurate list of every sitting director.
2. Draft the consent. Title it as an action by unanimous written consent of the board of directors, identify the corporation, and write out each resolution in full, beginning with "RESOLVED, that…". Include any background the directors need to understand what they are approving.
3. Send it to every director. Circulate the document, along with any supporting materials such as a contract, budget or policy, by email or through an e-signature service.
4. Collect every signature. Directors may sign the same document or separate counterparts, by hand or electronically. Each signature line should show the director's printed name and the date signed.
5. Note the effective date. The action is effective when the last director signs unless the consent states another date.
6. File it in the minute book. The secretary places the fully signed consent, and any counterparts, in the corporation's permanent records.

Sample Unanimous Consent of the Board of Directors

The following simplified example shows the structure of a Unanimous Consent. Your nonprofit's consent should be tailored to its Articles, Bylaws and the specific action being taken.

Common Mistakes Nonprofit Boards Make

• Never holding a meeting after formation. Many founders sign organizational resolutions and then never document another board action. Years later, nobody can prove who the directors and officers are.
• Voting by email. A majority "yes" by email is not a valid board action. Use a meeting or a consent signed by every director.
• Letting one person run everything. A founder or executive director who makes all decisions without board approval exposes the corporation and the directors to risk, and invites IRS questions about private benefit.
• Ignoring the Bylaws. If the Bylaws require an annual meeting, a set number of directors, or specific notice, follow them or amend them.
• Acting without a quorum. Business conducted after enough directors leave to break the quorum is invalid unless the Bylaws say the quorum continues.
• Not recording conflicts of interest. If a director has a financial interest in a transaction, the minutes must show disclosure, recusal and the vote of the disinterested directors.
• Writing minutes months later, or never approving them. Prepare minutes promptly and approve them at the next meeting so they are contemporaneous for IRS purposes.
• Losing the minute book. Arizona requires permanent records. Keep the originals in one secure place and a digital backup in another.

Frequently Asked Questions

Does Arizona law require nonprofit corporations to hold board meetings?

Arizona law does not set a minimum number of board meetings. However, a nonprofit's board can act only at a meeting with a quorum present or by a written consent signed by all directors, the corporation must keep permanent minutes of all board actions, and nearly all Bylaws require at least an annual board meeting. As a practical matter, every Arizona nonprofit must either hold meetings or use Unanimous Consents.

Does Arizona law require minutes of board meetings?

Yes. A.R.S. §10-11601(A) requires every Arizona nonprofit corporation to keep, as permanent records, minutes of all meetings of its board of directors, a record of all actions taken by the board without a meeting, and a record of all actions taken by board committees.

Can an Arizona nonprofit board meet by Zoom or telephone?

Yes, unless the Articles or Bylaws provide otherwise. A.R.S. §10-3820(C) allows directors to participate in, or conduct, a meeting by any means of communication by which all participating directors can simultaneously hear each other, and those directors are deemed present in person.

Can nonprofit directors vote by email?

Not by a simple majority reply. Email is not a meeting because directors do not simultaneously hear each other. The board can act without a meeting only through a written consent describing the action and signed by every director. Directors may sign that consent electronically.

What is a Unanimous Consent?

A Unanimous Consent is a written document describing an action or resolution that is signed by all of the directors. Under A.R.S. §10-3821, it has the same effect as a vote at a board meeting, takes effect when the last director signs unless it states another date, and must be filed with the corporation's minutes.

What happens if one director will not sign a Unanimous Consent?

The consent cannot be used. Arizona requires every director to sign. The board must instead call and hold a meeting, where the action can pass by a majority vote of the directors present if a quorum is present.

How much notice is required for a special board meeting?

Unless the Articles or Bylaws provide otherwise, at least two days' notice of the date, time and place. In a nonprofit without members, a vote to remove a director or to approve a matter that would require member approval if the corporation had members requires at least two days' written notice that the matter will be voted on, unless notice is waived.

What is a quorum for an Arizona nonprofit board?

Unless the Articles or Bylaws require a different number, a quorum is a majority of the fixed number of directors. The Articles or Bylaws may set a quorum as low as one-third of the number of directors, but not lower.

How long must a nonprofit keep its board minutes?

Permanently. A.R.S. §10-11601(A) requires board minutes, records of actions taken without a meeting, and records of committee actions to be kept as permanent records.

If I disagree with a board decision, how do I protect myself?

Make sure your dissent or abstention is entered in the minutes, or deliver written notice of it to the presiding officer before the meeting adjourns or to the corporation before 5:00 p.m. on the next business day. Otherwise, a director present at the meeting is deemed to have assented to the action. A director who votes yes cannot later dissent.

Does the IRS care whether a 501(c)(3) keeps minutes?

Yes. Form 990, Part VI, line 8 asks whether the organization contemporaneously documented the meetings and written actions of its board and authorized committees. Contemporaneous documentation is also required for the board to obtain the rebuttable presumption that insider compensation is reasonable under Internal Revenue Code Section 4958.

How to Get Free Answers or Hire Us

Arizona nonprofit corporation attorneys Richard Keyt and his son, attorney and former CPA Richard C. Keyt, have formed 550+ Arizona nonprofit corporations and 10,000+ Arizona limited liability companies. Richard Keyt has practiced law in Arizona since 1979. They do not charge to answer questions about forming or operating an Arizona nonprofit corporation.

Every nonprofit we form receives custom Bylaws, Organizational Minutes and Resolutions of the initial board of directors, board resolutions adopting IRS-recommended policies, an up-to-date corporate minute book, and our Arizona Nonprofit Corporation Operations Manual, which explains how to hold and document board meetings. See all 28 Arizona nonprofit corporation formation services we provide for our flat fee of $1,297.

To hire us to form your Arizona nonprofit corporation, complete our online Nonprofit Corporation Formation Questionnaire, or 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). You can also book a free office, phone or Zoom video consultation.

This article provides general information about Arizona law as of October 2026 and is not legal advice for any specific situation. Read your nonprofit's Articles of Incorporation and Bylaws, which may change the default rules described above.