Nonprofit Corporation Board Action Without a Meeting in Arizona

Short answer Arizona ordinarily lets a nonprofit board act without a meeting if all directors sign written consents describing the action and those consents are included in the minutes filed with corporate records. The action takes effect when the last director signs unless the consent says otherwise. A director may revoke before that last signature by delivering a signed revocation to the president or secretary.

State

Arizona

Statute checked

October 1, 2026

Sources

2 statutes

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At a glance

Governing law and documents	Arizona nonprofit corporation chapters 24–40, § 10-3821; articles or bylaws may provide otherwise
Covered actions and limits	Action required or permitted at directors’ meeting under nonprofit chapters (§ 10-3821(A))
Required consent threshold	All directors sign; consent has effect of meeting vote (§ 10-3821(A), (C))
Notice and objection	§ 10-3821 requires every director’s consent; no separate proposed-action notice or objection procedure stated
Committee action	Board consent rule applies to committee members; committee acts only within delegated powers and statutory limits (§ 10-3825(C)–(E))
Form, signature, and electronic method	One or more written consents describe action, signed by each director; electronic signature allowed (§ 10-3821(A), (E))
Delivery and records	Written consents included in minutes filed with corporate records (§ 10-3821(A))
Effective time and revocation	Effective at last signature unless different date specified; signed revocation to president/secretary before last signature (§ 10-3821(B), (D))
Legal effect and exceptions	Effect of meeting vote; may be described that way in any document; governing documents may vary (§ 10-3821(A), (C))

Requirements one by one

All directors sign and the corporation keeps the consents

Ariz. Rev. Stat. § 10-3821(A) requires action without a meeting to be taken by all directors, unless the articles or bylaws provide otherwise. One or more written consents must describe the action, be signed by each director, and be included in the minutes filed with corporate records. Subsection (E) expressly permits an electronic signature as defined in § 44-7002.

Committee action

Section 10-3825(C) applies the board's action-without-meeting rule to committees and their members. The committee must also have the relevant delegated power. Subsection (E) forbids committee actions including distributions, member-approval recommendations, filling vacancies, changing bylaws, and fixing director compensation.

What trips people up

Under § 10-3821(B), action ordinarily takes effect when the last director signs, unless the consent specifies a different effective date. Under subsection (D), any director can revoke by delivering a signed revocation to the president or secretary before the date that last director signs. Waiting until after the final signature misses the statutory revocation window.

Common questions

Can directors sign electronically?

Yes. Section 10-3821(E) expressly permits an electronic signature as defined in § 44-7002.

Does the consent count as a meeting vote?

Yes. Section 10-3821(C) gives it the effect of a meeting vote and permits any document to describe it that way.

Statutes and sources

Ariz. Rev. Stat. § 10-3821 — board consent, minutes, effect, revocation, and electronic signature; accessed October 1, 2026.
Ariz. Rev. Stat. § 10-3825 — committee application and authority limits; accessed October 1, 2026.

Source links

Every statute quoted above, linked, with the date we checked it.

Ariz. Rev. Stat. § 10-3821 · accessed 2026-10-01

Ariz. Rev. Stat. § 10-3825 · accessed 2026-10-01

This page gives general legal information about action without a meeting by the board or board committee of an ordinary domestic nonprofit corporation. It is not legal advice. Articles, bylaws, membership structure, board size, committee authority, the proposed action, notice, delivery, and dates may change the applicable procedure. A consent that satisfies the procedural statute may still require separate member or transaction approval and may raise fiduciary or tax questions. Confirm current official law and governing documents and seek qualified advice for a disputed or consequential action.

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