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 |