Arizona Nonprofit Corporation Act
Article 1 - Short Title
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
- 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
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
- 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 - Deligates
- 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
- 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
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
- 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 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
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
