About Us Governing Documents

The following Arizona Revised Statutes govern non-profit corporations.  These rules apply unless our bylaws or articles of incorporation say otherwise.

(see all sections of Title 10 here: http://www.azleg.gov/ArizonaRevisedStatutes.asp?Title=10)

Chapter 26 PURPOSES AND POWERS-NONPROFIT CORPORATIONS
Article 1 General Provisions
10-3301 Purposes
10-3302 General powers
10-3303 Emergency powers
10-3304 Validity of actions

 

Chapter 29 MEMBERS AND MEMBERSHIP-NONPROFIT CORPORATIONS
Article 1 Admission of Members
10-3601 Admission
10-3602 Consideration
10-3603 No requirement of members
Article 2 Types of Memberships-Members' Rights and Obligations
10-3610 Difference in rights and obligations of members
10-3611 Transfers
10-3612 Member's liability to third parties
10-3613 Member's liability for dues, assessments and fees
10-3614 Creditor's action against member
Article 3 Resignation and Termination
10-3620 Resignation
10-3621 Termination, expulsion and suspension
10-3622 Purchase of memberships
Article 4 Derivative Suits
10-3630 Definitions
10-3631 Standing
10-3632 Demand
10-3633 Stay of proceedings
10-3634 Dismissal
10-3635 Discontinuance or settlement
10-3636 Payment of expenses
10-3637 Applicability to foreign corporations
Article 5 Delegates
10-3640 Delegates

 

Chapter 30 MEMBERS' MEETINGS AND VOTING-NONPROFIT CORPORATIONS
Article 1 Meetings and Action Without Meetings
10-3701 Annual and regular meetings; exceptions
10-3702 Special meeting
10-3703 Court ordered meeting; costs; attorney fees
10-3704 Action by written consent; definition
10-3705 Notice of meeting
10-3706 Waiver of notice
10-3707 Record date; determining members entitled to notice and vote
10-3708 Action by written ballot
Article 2 Voting
10-3720 Members' list for meeting
10-3721 Voting entitlement generally
10-3722 Quorum requirements
10-3723 Voting requirements
10-3724 Proxies
10-3725 Cumulative voting for directors
10-3726 Other methods of electing directors
10-3727 Corporation's acceptance of votes
Article 3 Voting Agreement and Trusts
10-3730 Voting trusts
10-3731 Voting agreements
10-3732 Member agreements

 

Chapter 31 DIRECTORS AND OFFICERS-NONPROFIT CORPORATIONS
Article 1 Board of Directors
10-3801 Requirement for and duties of board
10-3802 Qualifications of directors
10-3803 Number of directors
10-3804 Election, designation and appointment of directors
10-3805 Terms of directors generally
10-3806 Staggered terms for directors
10-3807 Resignation of directors
10-3808 Removal of directors elected by members or directors
10-3809 Removal of designated or appointed directors
10-3810 Removal of directors by judicial proceeding
10-3811 Vacancy on board
10-3812 Compensation of directors
Article 2 Meetings and Action of the Board
10-3820 Regular and special meetings
10-3821 Action without meeting
10-3822 Call and notice of meetings
10-3823 Waiver of notice
10-3824 Quorum and voting
10-3825 Committees of the board
Article 3 Standards of Conduct
10-3830 General standards for directors
10-3833 Liability for unlawful distributions
Article 4 Officers
10-3840 Officers
10-3841 Duties and authority of officers
10-3842 Standards of conduct for officers
10-3843 Resignation and removal of officers
10-3844 Contract rights of officers
10-3845 Officers' authority to execute documents
Article 5 Indemnification
10-3850 Definitions
10-3851 Authority to indemnify
10-3852 Mandatory indemnification
10-3853 Advance for expenses
10-3854 Court ordered indemnification
10-3855 Determination and authorization of indemnification
10-3856 Indemnification of officers
10-3857 Insurance
10-3858 Application of article
Article 6 Director's Conflicting Interest Transactions
10-3860 Definitions
10-3861 Judicial action
10-3862 Directors' action; definition
10-3863 Members' action; definition
10-3864 Conflict of interest policy; exceptions

 

Chapter 33 AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS-NONPROFIT CORPORATIONS
Article 1 Articles of Incorporation
10-11001 Authority to amend
10-11002 Amendment by board of directors
10-11003 Amendment by board of directors and members
10-11004 Class voting by members on amendments
10-11006 Articles of amendment
10-11007 Restated articles of incorporation
10-11008 Amendment pursuant to reorganization
10-11009 Effect of amendment and restatement
Article 2 Bylaws
10-11020 Amendment by board of directors
10-11021 Amendment by board of directors or members
10-11022 Class voting by members on amendments
10-11023 Bylaw increasing quorum or voting requirement for members
10-11024 Bylaw increasing quorum or voting requirement for directors
Article 3 Articles of Incorporation and Bylaws
10-11030 Approval by third persons
10-11031 Amendment terminating members or redeeming or canceling memberships