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 |