Arizona Nonprofit Corproation Act

The Arizona Nonprofit Corporation Act governs most nonprofit or not-for-profit corporations in Arizona. Such corporations often include homeowner associations (HOA's), churches or other religious institutions, charities and many more. Nonprofit corporations may or may not have members. But most will have a board of directors or other governing body. The Nonprofit Corporation Act sets forth many of the procedural and governance laws for Arizona nonprofit corporations. Sometimes the corporation's governing documents will control and sometimes the Nonprofit Corporation Act will control. If a dispute arises, the corporation should seek legal counsel to ensure compliance with the law.

The Lynch Law Firm practices in the area of nonprofit corporation law and has represented a variety of nonprofit corporations across Arizona. The attorneys at the firm are available for consultation or representation for nonprofit corporation issues. They can be reached at http://www.lynchlegalfirm.com or 602-274-6369.

 

Chapter 24 GENERAL PROVISIONS-NONPROFIT CORPORATIONS
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; same day and next day services
10-3123 Effective time and date of document
10-3124 Correcting filed document; articles of incorporation; application for authority to conduct affairs
10-3125 Filing duty of commission
10-3127 Evidentiary effect of copy of filed document
10-3128 Certificate of good standing
Article 3 Arizona Corporation Commission
10-3130 Powers
Article 4 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
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
10-3301 Purposes
10-3302 General powers
10-3303 Emergency powers
10-3304 Validity of actions
Chapter 27 NAME-NONPROFIT CORPORATIONS
Article 1 General Provisions
10-3401 Corporate name
10-3402 Reserved name
10-3403 Registered name
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
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
Chapter 34 MERGERS-NONPROFIT CORPORATIONS
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 35 SALE OF ASSETS-NONPROFIT CORPORATIONS
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 35.1 HOSPITAL AND COMMUNITY HEALTH CENTER MERGERS AND OTHER TRANSACTIONS
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 36 DISTRIBUTIONS-NONPROFIT CORPORATIONS
Article 1 General Provisions
10-11301 Prohibited distributions
10-11302 Authorized distributions
Chapter 37 DISSOLUTION-NONPROFIT CORPORATIONS
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
10-11430 Grounds for judicial dissolution
10-11431 Procedure for judicial dissolution
10-11432 Receivership
10-11433 Decree of dissolution
Article 4 Miscellaneous
10-11440 Deposit with department of revenue
Chapter 38 FOREIGN CORPORATIONS-NONPROFIT CORPORATIONS
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
Article 2 Withdrawal
10-11520 Withdrawal of foreign corporation
10-11521 Withdrawal by directors or members; foreign corporations
Article 3 Revocation of Certificate of Authority
10-11530 Grounds for revocation
10-11531 Procedure for and effect of revocation; reinstatement
Chapter 39 RECORDS AND REPORTS-NONPROFIT CORPORATIONS
Article 1 Records
10-11601 Corporate records
10-11602 Inspection of records by members; applicability
10-11603 Scope of inspection rights; charge
10-11604 Court ordered inspection
10-11605 Limitations on use of membership list; applicability
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
Chapter 40 TRANSITION PROVISIONS-NONPROFIT CORPORATIONS
Article 1 General Provisions
10-11701 Application to existing domestic corporations
10-11702 Application to qualified foreign corporations
Chapter 41 INVESTMENTS FOR ELEEMOSYNARY PURPOSES
Article 1 Management of Charitable Funds General Provisions
10-11801 Definitions
10-11802 Managing and investing institutional funds; standard of conduct
10-11803

Submit a Question

Have a question about this or another topic? Submit your question here (no personal or confidential information please), and we’ll consider it as a topic for a future article.




Copyright 2009 LawTopix | email | Web Design