Tuesday May 26, 2026
What is the Arizona Nonprofit Corporation Act?
The Arizona Nonprofit Corporation Act (A.R.S. Title 10, Chapters 24–40) is Arizona’s rulebook for nonprofit corporations. It sets rules for how the board of directors acts, how member votes work, and what corporate records must be kept.Many Arizona HOAs are nonprofit corporations, so these standards often fill in the gaps when your governing documents are silent. For HOAs, the Act should also be read together with Arizona’s planned community and condominium statutes.
Director duties under the act
A.R.S. § 10-3830 requires directors to act:
- In good faith.
- With the care an ordinarily prudent person in a like position would exercise under similar circumstances.
- In a manner the director reasonably believes to be in the best interests of the corporation.
Corporate records
A.R.S. § 10-11601 requires nonprofit corporations to keep permanent records of:- Minutes of all meetings of its members and its board of directors
- All actions taken by the members or board of directors without a meeting
- All actions taken by a committee of the board of directors on behalf of the corporation
Committees
A.R.S. § 10-3825 allows the board to create committees of the board and delegate authority to them. Committees can help boards move work forward, but the statute also sets clear limits. For example, a committee generally cannot fill board vacancies, adopt or amend bylaws, or approve actions that require member approval.HOAs may also use other committees, such as architectural, landscape, social or advisory committees. Those committee members do not always have to be directors unless the governing documents or applicable law require it.
For planned communities, A.R.S. § 33-1817 requires any design review committee, architectural committee or similar committee to include at least one board member, who must serve as committee chairperson. A simple written charter is a good way to define the committee’s role, limits and reporting process. Delegation helps, but it does not replace board responsibility.
Annual member meetings
A.R.S. § 10-3701 requires a nonprofit corporation with members to hold an annual member meeting unless the articles or bylaws provide otherwise. For Arizona planned communities and condominiums, A.R.S. §§ 33-1804 and 33-1248 separately require a member or unit owner meeting at least once each year.Member meeting notice
The Arizona Nonprofit Corporation Act generally requires notice of annual, regular, and special member meetings at least 10 days and not more than 60 days before the meeting date under A.R.S. § 10-3705. However, Arizona planned community and condominium statutes set a narrower notice window for community associations.Under A.R.S. § 33-1804 and A.R.S. § 33-1248, notice of member meetings must generally be provided at least 10 days and not more than 50 days before the meeting. The notice should state the date, time, place, and purpose of the meeting, including the general nature of certain items such as proposed amendments, assessment changes requiring member approval, or proposals to remove a director or officer. Associations should also provide the required meeting agenda and follow any additional notice requirements in their governing documents.
Board meeting notice
A.R.S. § 10-3822 generally requires at least two days’ notice for special board meetings unless your articles or bylaws say otherwise. The notice must include the date, time, and place (and the purpose, if your governing documents require it).For Arizona community associations, the analysis does not stop there. Planned communities and condominiums also have community-association-specific meeting requirements under A.R.S. § 33-1804 and A.R.S. § 33-1248. In practice, those statutes are the key notice rules most Arizona HOA boards need to follow for board meetings.
Under those HOA and condominium statutes, board meetings generally require at least forty-eight (48) hours’ notice. Notices must state the date, time and place of the meeting, and an agenda must be provided in advance. All meetings must be open to members, except for executive-session purposes authorized by statute.
In the event of an emergency, the board may hold an emergency meeting without prior notice when immediate action is necessary; however, the reason for the emergency must be documented in the meeting minutes and disclosed to the membership, and any actions taken remain subject to statutory and governing document limitations.
Remote board meetings
A.R.S. § 10-3820 allows directors to participate remotely unless the articles or bylaws provide otherwise. The key requirement is simple: everyone participating must be able to simultaneously hear each other during the meeting. Even if the meeting is remote, the board should follow the same procedures as an in-person meeting.Board quorum
A.R.S. § 10-3824 sets default quorum and voting rules for boards when governing documents don’t. Usually, a quorum means more than half of the board members, and once that many directors are present, board decisions are made by a majority of those attending (unless the governing documents require a different vote).Member quorum
A.R.S. § 10-3722 sets a default member-meeting quorum at one-tenth of the votes entitled to be cast if your documents don’t say otherwise. A.R.S. § 10-3723 then explains the default vote standard when a quorum is present.Proxy voting
While the Arizona Nonprofit Corporation Act generally allows proxy voting, Arizona HOA laws under Title 33 generally prohibit member proxy voting once declarant control ends. The declarant is typically the developer (or whoever holds special declarant rights).Board action without a meeting
A.R.S. § 10-3821 may allow the board to act without a meeting by unanimous written consent of all directors. The action is generally effective when the last director signs, unless the consent sets a different effective date.The signed consent should be kept with the corporate records. As a practical step, the board should also ratify the unanimous written consent at the next open board meeting and note it in the minutes, so members can clearly see what action was taken.
Indemnification
A.R.S. § 10-3851 allows a nonprofit corporation to indemnify a director if the director:- Acted in good faith
- Reasonably believed the conduct was in the corporation’s best interests, or at least not opposed to them (as applicable)
- In criminal matters, had no reasonable cause to believe the conduct was unlawful, subject to the statute’s specified limitations and exclusions.
About FirstService Residential
As North America’s leading property management company, FirstService Residential serves Arizona HOAs with local expertise backed by national resources. Our teams support board members with meetings, recordkeeping, financial management, banking and insurance programs, resident communication, and 24/7 customer care teams. This way, board members can focus on long-term goals instead of day-to-day administration.With over 45 years of experience across the state, we help HOAs, condo associations, high-rises, and master-planned communities operate smoothly and meet their goals with confidence. To learn how we can support your association, contact our Arizona team today.
This information is provided for general informational purposes only and is not intended to constitute, and should not be relied upon as, legal, regulatory, financial, or operational advice, or as a representation or guarantee of any specific services, capabilities, or outcomes. Property management needs, regulatory requirements, market conditions, and available services vary by jurisdiction, property type, and community. FirstService Residential provides services through locally based affiliates and associates, and services and results may vary by community, region, contractual terms, and applicable law.