Nonprofit Corporation Articles Amendment Approval and Filing in Arizona

At a glance

Requirements one by one

Board proposal and member vote

Section 10-11003(A) permits the board to propose an amendment for the members and ordinarily requires the board to recommend it. If a conflict or special circumstances prevent a recommendation, the board communicates its reason instead. Under § 10-11003(B), members may propose an amendment only if the articles expressly permit it and set out how the proposal, notice, and meeting call work.

The default meeting vote in § 10-11003(A)(5) and (B)(4) is two-thirds of votes cast or a majority of voting power, whichever is less. The act, articles, or a permitted condition may require more. These are different denominators: a majority of voting power counts the full power, while two-thirds of votes cast depends on participation.

Class and other approval

For an ordinary amendment, § 10-11004 gives a class a separate vote only when the articles or bylaws provide for one. Section 10-11031(B) separately requires two-thirds of votes cast by each class for an amendment terminating members or a class, or redeeming or canceling all memberships or a class. Section 10-11030 lets the articles require a specified person's written approval and generally protects that approval provision from amendment without the same person's written consent.

Notice and consent

Section 10-11003(A)(4) requires a meeting notice that identifies the amendment purpose and includes the text or a summary. Section 10-3705(A) sets the usual ten-to-sixty-day meeting notice window. Section 10-3704(A) also permits member action without a meeting through written consents representing at least a majority of voting power unless another applicable threshold governs; subsection D calls for written notice to nonconsenting members.

Filing and effect

Under § 10-11006(A), articles of amendment state the corporate name, amendment text, adoption date, and adoption/approval statement. Section 10-3120(F) calls for execution by the board's presiding officer, president, or another officer, with separate routes for incorporators before directors are selected and court-appointed fiduciaries. Section 10-3122(A)(8) sets the twenty-five-dollar amendment fee. Section 10-3123 makes an accepted document effective when delivered for filing unless it states a delayed date or time, no later than the ninetieth day after delivery. A restatement with a new amendment follows § 10-11007's approval and certificate rules; § 10-3122(A)(9) sets a twenty-five-dollar fee for a restatement with amendment.

What trips people up

The board-only route depends on voting membership. Section 10-11002(B) permits board adoption when the corporation has no members or none entitled to vote on the proposed amendment. If members otherwise have amendment votes, § 10-11002(A) confines ordinary board-only changes to its listed items, such as deleting initial-director information, unless the articles provide otherwise. A specified third person's written approval still applies under § 10-11002(C).

Section 10-11006(B) calls for a publication or Commission database step within sixty days after the Commission approves the amendment filing. Section 10-11007(H) applies the same alternative to a restatement. The approval vote alone does not complete either filing.

Common questions

Can the board consolidate old amendments without making a new change? Section 10-11007(A) permits a board restatement. A restatement that includes an amendment requiring member or other-person approval follows § 10-11007(B) and the ordinary approval route.

Does delivery always make an amendment effective immediately? Under § 10-3123(C), a document that fails filing requirements is not filed and its delivery is generally ineffective. An accepted document may state a later effective date within the statutory ninety-day limit.

Statutes and sources

• Ariz. Rev. Stat. § 10-11001 — “A. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision that is not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment. B. A member of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control or purpose of duration of the corporation.” Official text; accessed October 1, 2026.
• Ariz. Rev. Stat. § 10-11002 — “A. If a corporation has members who are otherwise entitled to vote on amendments to the corporation's articles, then unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval to either: 1. Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law. 2. Delete the names and addresses of the initial directors. 3. Delete the name and address of the initial statutory agent or known place of business, if a statement of change is on file with the commission. 4. Change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", "association", "society", or the abbreviation "corp.", "inc.", "co.", "ltd.", "assn." or "socy." for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name. 5. Make any other change expressly permitted by chapters 24 through 40 of this title or the articles of incorporation to be made by director action. B. If a corporation has no members or if no members are entitled to vote on the proposed amendment, the board of directors may adopt one or more amendments to the corporation's articles of incorporation. C. Adoption of an amendment pursuant to this section requires the approval in writing by any person or persons whose approval is required pursuant to section 10-11030 for an amendment to the articles of incorporation or bylaws.” Official text; accessed October 1, 2026.
• Ariz. Rev. Stat. § 10-11003 — “A. The following apply to amendments to the articles of incorporation by the board of directors and the members, if there are members entitled to vote on the amendment: 1. A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the members. 2. For the amendment to be adopted all of the following shall have occurred: (a) The board of directors shall recommend the amendment to the members unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for that determination to the members with the amendment. (b) The members entitled to vote on the amendment shall approve the amendment as provided by paragraph 5 of this subsection. (c) Each person whose approval is required by the articles of incorporation as authorized by section 10-11030 for an amendment to the articles of incorporation or bylaws shall approve the amendment in writing. 3. The board of directors may condition its submission of the proposed amendment on any basis. 4. The corporation shall notify each member entitled to vote of the proposed members' meeting in accordance with section 10-3705. The notice of meeting shall also state that the purpose or one of the purposes of the meeting is to consider the proposed amendment and shall contain or be accompanied by a copy or summary of the amendment. 5. Unless chapters 24 through 40 of this title, the articles of incorporation or the board of directors acting pursuant to paragraph 3 of this subsection requires a greater vote or voting by class, the amendment to be adopted shall be approved by two-thirds of the votes cast or a majority of the voting power, whichever is less. B. The following apply to amendments to the articles of incorporation by the members, if there are members: 1. If the articles of incorporation expressly permit, the members may propose amendments to the articles of incorporation. If so permitted, the articles of incorporation shall set forth procedures for adopting member initiated amendments, including the percentage of voting power and method of notice required to propose an amendment and the responsibility for calling a member meeting to consider the amendment. 2. For the amendment to be adopted, all of the following shall have occurred: (a) The members entitled to vote on the amendment shall approve the amendment as provided in paragraph 4 of this subsection. (b) The corporation shall notify each member in accordance with subsection A, paragraph 4 of this section. (c) Each person whose approval is required by the articles of incorporation as authorized by section 10-11030 for an amendment to the articles of incorporation or bylaws shall approve the amendment in writing. 3. The members may condition adoption of the proposed amendment on any basis. 4. Unless chapters 24 through 40 of this title, the articles of incorporation or the members acting pursuant to paragraph 3 of this subsection require a greater vote or voting by class, the amendment to be adopted shall be approved by two-thirds of the votes cast or a majority of the voting power, whichever is less.” Official text; accessed October 1, 2026.
• Ariz. Rev. Stat. § 10-11004 — “The members of a class of a corporation are entitled to vote as a class on a proposed amendment to the articles of incorporation only if a class vote is provided for in the articles of incorporation or bylaws.” Official text; accessed October 1, 2026.
• Ariz. Rev. Stat. § 10-11006 — “A. A corporation amending its articles of incorporation shall deliver to the commission for filing articles of amendment setting forth: 1. The name of the corporation. 2. The text of each amendment adopted. 3. The date of each amendment's adoption. 4. A statement that the amendment was duly adopted by act of the members or act of the board of directors and, if applicable, with the approval required pursuant to section 10-11030. B. Within sixty days after the commission approves the filing, either of the following must occur: 1. A copy of the articles of amendment shall be published. An affidavit evidencing the publication may be filed with the commission. 2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.” Official text; accessed October 1, 2026.
• Ariz. Rev. Stat. § 10-11007 — “A. A corporation's board of directors may restate its articles of incorporation at any time with or without approval by the members or any other person. B. The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by the members or any other person, it shall be adopted as provided in section 10-11003. C. If the board of directors submits a restatement for member action, the corporation shall notify each member entitled to vote of the proposed membership meeting in writing in accordance with section 10-3705. The notice shall also state that the purpose or one of the purposes of the meeting is to consider the proposed restatement and shall contain or be accompanied by a copy or summary of the restatement that identifies any amendment or other change it would make in the articles. D. If the board of directors submits a restatement for member action by written ballot or written consent, the material that solicits the approval shall contain or be accompanied by a copy or summary of the restatement that also identifies any amendment or other change it would make in the articles of incorporation. E. A corporation restating its articles of incorporation shall deliver to the commission for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth: 1. Whether the restatement contains an amendment to the articles requiring approval by any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement. 2. If the restatement contains an amendment to the articles requiring approval by the members, a statement that such approval was obtained. 3. If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to section 10-11030, a statement that such approval was obtained. F. Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them. G. The commission may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection E of this section. H. Within sixty days after the commission approves the filing, either of the following must occur: 1. A copy of the articles of restatement shall be published. An affidavit evidencing the publication may be filed with the commission. 2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.” Official text; accessed October 1, 2026.
• Ariz. Rev. Stat. § 10-11030 — “The articles of incorporation may require a specified person or persons other than the board of directors to approve in writing any amendment to the articles of incorporation or bylaws and, unless the articles of incorporation or bylaws otherwise provide, that article provision may only be amended with the approval in writing of the specified person or persons.” Official text; accessed October 1, 2026.
• Ariz. Rev. Stat. § 10-3122 — “A. The commission shall collect and deposit, pursuant to sections 35-146 and 35-147, in the state general fund the following nonrefundable fees when the documents described in this subsection are delivered to the commission for filing or issuance: Document Fee 1. Articles of incorporation $ 30 2. Application for use of indistinguishable name $ 10 3. Application for reserved name $ 10 4. Notice of transfer of reserved name $ 10 5. Application for registered name $ 10 6. Application for renewal of registered name $ 10 7. Agent's statement of resignation $ 10 8. Amendment of articles of incorporation $ 25 9. Restatement of articles of incorporation with amendment of articles $ 25” Official text; accessed October 1, 2026.
• Ariz. Rev. Stat. § 10-3123 — “A. Except as provided in subsections B and C of this section, a document delivered to the commission for filing is effective when the document is delivered to the commission for filing. B. A document may specify a delayed effective time or date, or both, and if so, the document is effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at 12:01 a.m. mountain standard time on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is delivered. C. Subject to section 10-3124, if the commission determines that the requirements of chapters 24 through 40 of this title for filing have not been met, the document shall not be filed and, except as provided in section 10-3203, the delivery of the document is ineffective. If the commission determines that the requirements for filing have been met, the commission shall file the document as provided in section 10-3125 and the filing is effective as of the date and time determined pursuant to subsection A or B of this section.” Official text; accessed October 1, 2026.
• Ariz. Rev. Stat. § 10-3704 — “A. The members may approve any action that is required or permitted by chapters 24 through 40 of this title and that requires the members' approval without a meeting of members if the action is approved by members holding at least a majority of the voting power, unless the articles of incorporation, bylaws or chapters 24 through 40 of this title require a different amount of voting power. The action shall be evidenced by one or more written consents describing the action taken, signed by those members representing at least the requisite amount of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. B. If not otherwise fixed under section 10-3703 or 10-3707, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection A of this section. C. The consent signed under this section has the effect of a meeting vote and may be described as such in any document. D. Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. E. Unless otherwise specified in the consent or consents, the action is effective on the date that the consent or consents are signed by the last member whose signature results in the requisite amount of the voting power, except that if chapters 24 through 40 of this title require notice of proposed actions to members who are not entitled to vote in the action and the action is to be taken by unanimous consent of the members entitled to vote, the effective date is not before ten days after the corporation gives its members not entitled to vote written notice of the proposed action. The notice shall contain or be accompanied by the same material that under chapters 24 through 40 of this title would have been sent to members not entitled to vote in a notice of meeting at which the proposed action would have been submitted to the members for action. F. Any member may revoke the member's consent by delivering a signed revocation of the consent to the president or secretary before the date that the consent or consents are signed by the last member whose signature results in the requisite amount of the voting power. G. For the purposes of this section, "signature" includes an electronic signature as defined in section 44-7002.” Official text; accessed October 1, 2026.
• Ariz. Rev. Stat. § 10-3120 — “A. In order to qualify for filing by the commission, a document shall satisfy the requirements of this section and any other section of chapters 24 through 42 of this title that adds to or varies these requirements. B. Chapters 24 through 42 of this title require or permit filing of the document in the office of the commission. C. The document shall contain the information required by chapters 24 through 42 of this title. It may contain other information. D. The document shall be typewritten or printed and shall be legible and capable of microfilm or other process reduction and subsequent reproduction as determined by the commission. E. The document and any exhibits to the document shall be in the English language or accompanied by an English translation certified as accurate by or on behalf of the person causing the document to be delivered for filing. F. The document shall be executed: 1. By the presiding officer or its board of directors of a domestic or foreign corporation, its president or by another of its officers. 2. If directors have not been selected or the corporation has not been formed, by an incorporator. 3. If the corporation is in the hands of a receiver, trustee or other court appointed fiduciary, by that fiduciary. G. The document shall state the name of each person who signs it and the capacity in which each person signs. The document may but need not contain: 1. The corporate seal. 2. An attestation by the secretary or an assistant secretary. 3. An acknowledgment, verification or proof. H. If the commission has prescribed a mandatory form for the document under section 10-3121, the document shall be in or on the prescribed form. I. Except as provided in subsection J of this section and sections 10-3503 and 10-11509, the document shall be delivered to the office of the commission for filing and shall be accompanied by the correct fee and any other payment or penalty required by chapters 24 through 42 of this title or other law. J. Notwithstanding subsection I of this section: 1. A person may deliver by means of a fax or electronic transmission a document that is required or permitted by chapters 24 through 42 of this title to be delivered to the commission for filing. The person shall retain the original document for at least twelve months in the books and records of the corporation or of the person making the delivery for filing, if the delivery is not made on behalf of the corporation, and the person shall make the original documents available for inspection and copying by the commission on reasonable notice. 2. A document that is reproduced at a fax machine or through an electronic transmission at the commission is deemed delivered to the commission: (a) On the date of the reproduction if reproduced on or before 5:00 p.m. mountain standard time and if the day is a business day of the commission. (b) On the next succeeding business day if reproduced after 5:00 p.m. mountain standard time and if the day is a business day of the commission. 3. On the request of the person transmitting the document, the commission shall confirm by fax or electronic transmission or other writing the receipt of the document. 4. A person shall pay and deliver to the commission any fee or penalty imposed by this title with respect to delivery of a document to the commission for filing in the manner as the commission determines. 5. If the commission determines that the legality of the document reproduced by means of a fax or electronic transmission is not sufficient, the commission may require that either: (a) The document be delivered to the commission by means of an additional fax or electronic transmission. (b) An original document be delivered to the commission by means other than a fax or electronic transmission. 6. The commission shall not file a document if any required amount is not paid as provided in paragraph 4 of this subsection or if any required additional counterpart is not delivered as provided in paragraph 5 of this subsection. 7. A reproduced document delivered under this subsection is deemed to satisfy any requirement in chapters 24 through 42 of this title for delivery of an original and one or more copies of the document. A document subject to this paragraph is deemed to have been delivered on the date on which it was delivered as provided in paragraph 2 of this subsection only if the first reproduction at a minimum permits identification of the corporation to which the document pertains and of the general nature of the document and the commission subsequently determines that paragraphs 4 and 5 of this subsection and any other requirements of chapters 24 through 42 of this title regarding the document have been satisfied. 8. The commission may prescribe the format of an electronic document delivered to the commission pursuant to this subsection.” Official text; accessed October 1, 2026.
• Ariz. Rev. Stat. § 10-11031 — “A. Any amendment to the articles of incorporation or bylaws of a corporation that terminates all members or any class of members or redeems or cancels all memberships or any class of memberships shall be adopted in accordance with section 10-11002, 10-11003, 10-11020 or 10-11021, as applicable, and this section. B. The members shall approve any amendment described in subsection A of this section by two-thirds of the votes cast by each class. C. The provisions of section 10-3621 do not apply to any amendment described in subsection A of this section.” Official text; accessed October 1, 2026.
• Ariz. Rev. Stat. § 10-3705 — “A. Except as provided in section 33-2208, a corporation shall notify members of the date, time and place of each annual, regular and special members' meeting at least ten days but not more than sixty days before the meeting date. Unless chapters 24 through 40 of this title or the articles of incorporation or bylaws require otherwise, the corporation shall give notice only to members entitled to vote at the meeting. B. Unless chapters 24 through 40 of this title or the articles of incorporation or bylaws require otherwise, the notice of an annual or regular meeting does not require a description of the purpose or purposes for which the meeting is called. C. Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called. D. If not otherwise fixed under section 10-3703 or 10-3707, the record date for determining members entitled to notice of and to vote at an annual, regular or special members' meeting is the day before the effective date of the first notice to the members. E. Unless the bylaws require otherwise, if an annual, regular or special members' meeting is adjourned to a different date, time or place, a notice of the new date, time or place is not required if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 10-3707, the corporation shall give notice of the adjourned meeting pursuant to this section to persons who are members as of the new record date.” Official text; accessed October 1, 2026.