Arizona Nonprofit Corporation Act

Article 1 – Short Title

  • 10-3101 – Short Title
  • 10-3102 – Reservation of power to amend or repeal

Article 2 – Filing Documents and Fees – Nonprofit Corporations

  • 10-3120 – Filing requirements
  • 10-3121 – Forms
  • 10-3122 – Filing, service and copying fees; public access fund; expedited report filing and access
  • 10-3123 – Effective time and date of document
  • 10-3124 – Correcting filed document
  • 10-3125 – Filing duty of commission
  • 10-3127 – Evidentiary effect of copy of filed document
  • 10-3128 – Certificate of good standing

Article 3 – Definitions, Notice, Private Foundations, Judicial Relief and Religious Organizations

  • 10-3140 – Definitions
  • 10-3141 – Notice
  • 10-3150 – Private foundations; definition
  • 10-3160 – Judicial relief
  • 10-3180 – Religious corporations; constitutional protections

Chapter 25 – Incorporation and Transfer of Domicile – Nonprofit Corporations Article 1 – Incorporation

  • 10-3201 – Incorporators
  • 10-3202 – Articles of incorporation; violation; classification
  • 10-3203 – Incorporation
  • 10-3204 – Liability for noncorporate transactions
  • 10-3205 – Organization of corporation
  • 10-3206 – Bylaws
  • 10-3207 – Emergency bylaws

Article 2 – Transfer of Domicile

  • 10-3220 – Transfer of domicile
  • 10-3221 – Adoption of articles of domestication
  • 10-3222 – Articles of domestication
  • 10-3223 – Certificate of disclosure and certificate of good standing
  • 10-3224 – Recording and publication of articles of domestication
  • 10-3225 – Effect of change of domicile
  • 10-3226 – Transfer of domicile from this state

Chapter 26 – Purposes and Powers – Nonprofit Corporations Article 1 – General Provisions

Chapter 27 – Name – Nonprofit Corporations Article 1 – General Provisions

Chapter 28 – Office and Agent – Nonprofit Corporations Article 1 – Place of Business and Agent

  • 10-3501 – Known place of business and statutory agent
  • 10-3502 – Change of known place of business and statutory agent
  • 10-3503 – Resignation of statutory agent
  • 10-3504 – Service on corporation

Chapter 29 – Members and Membership – Nonprofit Corporations Article 1 – Admission of Members

Article 2 – Types of Membership – 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

Article 5 – 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
  • 10-3705 – Notice of meeting
  • 10-3706 – Waiver of notice
  • 10-3707 – Record date; determining members entitle 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

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

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 requirements 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

Chapter 31 Article 1 – General Provisions

  • 10-11101 – Approval of plan of merger
  • 10-11102 – Membership exchange
  • 10-11103 – Action on plan by board, members and third persons
  • 10-11105 – Articles of merger or membership exchange; publication
  • 10-11106 – Effect of merger or membership exchange
  • 10-11107 – Merger or exchange with other entities
  • 10-11108 – Requests, devises and gifts

Chapter 33 Article 1 – General Provisions

  • 10-11201 – Sale of assets in regular course of activities and mortgage of assets
  • 10-11202 – Sale of assets other than in regular course of activities

Chapter 34 Article 1 – General Provisions

  • 10-11251 – Definitions
  • 10-11252 – Scope; included transactions; excluded transactions
  • 10-11253 – Public hearing; notice; requirements; summary report
  • 10-11254 – Applicability

Chapter 35 Article 1 – General Provisions

Article 1 – Voluntary dissolution

  • 10-11401 – Dissolution by incorporators or directors and third persons
  • 10-11402 – Dissolution by directors and third persons
  • 10-11403 – Articles of dissolution
  • 10-11404 – Revocation of dissolution
  • 10-11405 – Effect of dissolution
  • 10-11406 – Known claims against dissolved corporation
  • 10-11407 – Unknown claims against dissolved corporation

Article 2 – Administrative Dissolution

  • 10-11420 – Grounds for administrative dissolution
  • 10-11421 – Procedure for and effect of administrative dissolution
  • 10-11422 – Reinstatement following administrative dissolution

Article 3 – Judicial Dissolution

Article 4 – Miscellaneous

  • 10-11440 – Deposit with department of revenue

Chapter 36 Article 1 – Grant of Authority

  • 10-11501 – Authority to conduct affairs required
  • 10-11502 – Consequences of conducting affairs without authority
  • 10-11503 – Application for certificate of authority
  • 10-11504 – Changes requiring new authority
  • 10-11505 – Effect of grant of authority
  • 10-11506 – Corporate name of foreign corporation
  • 10-11507 – Known place of business and statutory agent of foreign corporation
  • 10-11508 – Change of known place of business or statutory agent of foreign corporation
  • 10-11509 – Resignation of statutory agent of foreign corporation
  • 10-11510 – Service on foreign corporation

Chapter 37 Article 2 – Withdrawal

  • 10-11520 – Withdrawal of foreign corporation

Chapter 38 Article 3 – Revocation of Certificate of Authority

  • 10-11530 – Grounds for revocation
  • 10-11531 – Procedure and effect of revocation

Chapter 39 – Records and Reports – Nonprofit Corporations Article 1 – Records

  • 10-11601 – Corporate records
  • 10-11602 – Inspection of records by members
  • 10-11603 – Scope of inspection rights; charge
  • 10-11604 – Court ordered inspection
  • 10-11605 – Limitations on use of membership list

Article 2 – Reports

  • 10-11620 – Financial statements for members
  • 10-11621 – Report of indemnification to members
  • 10-11622 – Annual report
  • 10-11623 – Statement of bankruptcy or receivership; interrogatories before subsequent incorporation; violation; classification; definition

Article 3 – Miscellaneous Provisions

  • 10-11630 – Certificate of good standing; license and registration renewal
  • 10-11631 – Civil liability for false statements
  • 10-11632 – Interrogatory or signature violations; corporate records; classification
  • 10-11633 – Interrogatories by the commission
  • 10-11634 – Information disclosed by interrogatories
  • 10-11635 – Certified copies received in evidence

Article 1 – General Provisions

  • 10-11701 – Application to existing domestic corporations
  • 10-11702 – Application to qualified foreign corporations
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