Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Arizona

At a glance

Requirements one by one

Initial bylaws and organizational action

Section 10-3206 directs the board to adopt initial bylaws. Section 10-3205 calls for a board organizational meeting after incorporation, at the call of a majority of directors, to adopt bylaws, appoint officers, and complete organization. The bylaw content may regulate corporate affairs but cannot conflict with law or articles (§ 10-3206).

Board and member amendment paths

For a corporation without members, § 10-11020 allows board adoption of bylaw amendments, subject to written approval by an article-designated person under § 10-11030. At a board meeting, § 10-3824 generally uses a majority-of-directors quorum and a majority vote of directors present, subject to permitted document variations. When a corporation’s articles or bylaws require that a bylaw amendment or repeal be submitted to members, § 10-11021 incorporates the procedures of § 10-11003. Those procedures require notice stating the amendment purpose and containing a copy or summary. The default member threshold is two-thirds of votes cast or a majority of voting power, whichever is less, unless the statute, articles, or a permitted greater condition requires more. Under § 10-11022, a class votes separately on a bylaw amendment only if the articles or bylaws provide for that vote.

Protected clauses and outside approval

Section 10-11023 allows members, when the articles authorize them, to adopt a higher member quorum or voting bylaw. Adoption or amendment must meet the greater of the old and proposed thresholds, and the board cannot adopt, amend, or repeal that bylaw. Under § 10-11024, a member-adopted higher board quorum or vote bylaw can be changed only by members; a board-adopted one may be changed by either actor, but board changes must meet the greater old or proposed threshold. Section 10-11030 permits the articles to require another specified person’s written approval for a bylaw amendment and protects that approval provision.

Emergency bylaws and records

Unless the articles provide otherwise, § 10-3207 lets the board adopt bylaws for an emergency that prevents a board quorum from being readily assembled. Members may amend or repeal those emergency bylaws; they cease to operate after the emergency ends. Section 10-11601 requires current bylaws and amendments at the principal office, known place of business, or statutory agent’s office. Under § 10-11602(A), a member of record for six months may inspect and copy them during regular business hours after at least five business days’ written notice. A corporation organized primarily for religious purposes may limit or abolish that inspection right through its articles or bylaws under § 10-11602(E).

What trips people up

The membership status matters: § 10-11020 expressly addresses a corporation without members, while § 10-11021 applies the member-submission procedure when the articles or bylaws require it. A board vote is therefore only one part of the approval path when member submission or written third-person approval is required.

Common questions

Can members protect a higher quorum rule? Yes, if the articles authorize a higher member-quorum bylaw, § 10-11023 prevents board amendment or repeal and requires the greater applicable member threshold. Section 10-11024 separately protects a member-adopted higher board-quorum bylaw.

Must a member wait six months to inspect current bylaws? Under § 10-11602(A), the member must have been of record for at least six months and give five business days’ written notice. Section 10-11602(E) provides the religious-corporation exception.

Statutes and sources

• Ariz. Rev. Stat. § 10-3205 — “After incorporation the board of directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting.” Official statute; accessed 2026-09-30.
• Ariz. Rev. Stat. § 10-3206 — “A. The board of directors of a corporation shall adopt initial bylaws for the corporation. B. The bylaws of a corporation may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.” Official statute; accessed 2026-09-30.
• Ariz. Rev. Stat. § 10-3207 — “A. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection D of this section. The emergency bylaws are subject to amendment or repeal by the members and may make all provisions necessary for managing the corporation during the emergency, including all of the following: 1. Procedures for calling a meeting of the board of directors. 2. Quorum requirements for the meeting. 3. Designation of additional or substitute directors. B. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. C. Corporate action taken in good faith in accordance with the emergency bylaws both: 1. Binds the corporation. 2. May not be used to impose liability on a corporate director, officer, employee or agent. D. An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of a local emergency, a state of emergency or a state of war emergency, all as defined in section 26-301.” Official statute; accessed 2026-09-30.
• 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 statute; accessed 2026-09-30.
• Ariz. Rev. Stat. § 10-11020 — “A. If a corporation has no members, its board of directors may adopt one or more amendments to the corporation's bylaws. B. The adoption of an amendment pursuant to this section shall require the approval in writing by any person or persons whose approval is required pursuant to section 10-11030.” Official statute; accessed 2026-09-30.
• Ariz. Rev. Stat. § 10-11021 — “If the articles of incorporation or the bylaws require that an amendment to or repeal of the corporation's bylaws be submitted to the members, the procedures set forth in section 10-11003 shall apply.” Official statute; accessed 2026-09-30.
• Ariz. Rev. Stat. § 10-11022 — “The members of a class of a corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles of incorporation or bylaws.” Official statute; accessed 2026-09-30.
• Ariz. Rev. Stat. § 10-11023 — “A. If authorized by the articles of incorporation, members may adopt or amend a bylaw that fixes a greater quorum or voting requirement for members, or of classes of members, than is required by chapters 24 through 40 of this title. The adoption or amendment of a bylaw that adds, changes or deletes a greater quorum or voting requirement for members shall meet the same quorum requirement and shall be adopted by the same vote and classes of members required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. B. A bylaw that fixes a greater quorum or voting requirement for members under subsection A shall not be adopted, amended or repealed by the board of directors.” Official statute; accessed 2026-09-30.
• Ariz. Rev. Stat. § 10-11024 — “A. A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed as follows: 1. If originally adopted by the members, only by the members. 2. If originally adopted by the board of directors, either by the members or by the board of directors. B. A bylaw that is adopted or amended by the members and that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the members or the board of directors. C. Action by the board of directors under subsection A, paragraph 2 to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors shall meet the same quorum requirement and shall be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.” Official statute; accessed 2026-09-30.
• 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 statute; accessed 2026-09-30.
• Ariz. Rev. Stat. § 10-3824 — “A. Unless the articles of incorporation or bylaws require a different number, a quorum of a board of directors consists of either: 1. A majority of the fixed number of directors if the corporation has a fixed board size. 2. A majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable range size board. B. The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of at least one-third of the fixed or prescribed number of directors determined under subsection A. C. The articles of incorporation or bylaws may specify that, if a quorum is present when a meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned, notwithstanding the departure of one or more directors. D. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors. E. A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless either: 1. The director objects at the beginning of the meeting or promptly on the director's arrival to holding it or transacting business at the meeting. 2. The director's dissent or abstention from the action taken is entered in the minutes of the meeting. 3. The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation before 5:00 p.m. on the next business day after the meeting. F. The right of dissent or abstention is not available to a director who votes in favor of the action taken. G. The articles of incorporation or bylaws may authorize a director to vote in person or by proxy. The following provisions apply to voting by proxy: 1. A director may appoint a proxy to vote or otherwise act for the director by signing an appointment form, either personally or by the director's attorney-in-fact. The appointment does not relieve the director of liability for acts or omissions imposed by law on directors. 2. An appointment of a proxy is effective when received by the secretary. An appointment is valid for one month unless a different period is expressly provided in the appointment form. 3. An appointment of a proxy is revocable by the director. 4. The death or incapacity of the director appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless written notice of the death or incapacity is received by the secretary before the proxy exercises its authority under the appointment. 5. Subject to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as of the shareholder making the appointment.” Official statute; accessed 2026-09-30.
• Ariz. Rev. Stat. § 10-11601 — “A. A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting and a record of all actions taken by a committee of the board of directors on behalf of the corporation. B. A corporation shall maintain appropriate accounting records. C. A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members and in alphabetical order by class of membership showing the number of votes each member is entitled to cast and the class of memberships held by each member. D. A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. E. A corporation shall keep a copy of all of the following records at its principal office, at its known place of business or at the office of its statutory agent: 1. Its articles or restated articles of incorporation and all amendments to them currently in effect. 2. Its bylaws or restated bylaws and all amendments to them currently in effect. 3. Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members. 4. The minutes of all members' meetings and records of all actions taken by members without a meeting for the past three years. 5. All written communications to members generally within the past three years, including the financial statements furnished for the past three years under section 10-11620. 6. A list of the names and business addresses of its current directors and officers. 7. Its most recent annual report delivered to the commission under section 10-11622. 8. An agreement among members under section 10-3732. F. Notwithstanding this chapter, a condominium association shall comply with title 33, chapter 9 and a planned community association shall comply with title 33, chapter 16 to the extent that this chapter is inconsistent with title 33, chapters 9 and 16.” Official statute; accessed 2026-09-30.
• Ariz. Rev. Stat. § 10-11602 — “A. Subject to subsections E and F of this section, any member who has been a member of record at least six months immediately preceding its demand is entitled to inspect and copy any of the records of the corporation described in section 10-11601, subsection E during regular business hours at the corporation's principal office, if the member gives the corporation written notice of its demand as provided in section 10-3141 at least five business days before the date on which the member wishes to inspect and copy. B. Subject to subsections E and F of this section, a member who has been a member of record at least six months immediately preceding its demand is entitled to inspect and copy any of the following records of the corporation during regular business hours at a reasonable location specified by the corporation, if the member meets the requirements of subsection C of this section and gives the corporation written notice of its demand as provided in section 10-3141 at least five business days before the date on which the member wishes to inspect and copy the following: 1. Excerpts from any records required to be maintained under section 10-11601, subsection A, to the extent not subject to inspection under subsection A of this section. 2. Accounting records of the corporation. 3. Subject to section 10-11605, the membership list described in section 10-11601, subsection C. 4. The corporation's most recent financial statements showing in reasonable detail its assets and liabilities and the results of its operations. C. A member may inspect and copy the records identified in subsection B of this section only if the following conditions are met: 1. The member's demand is made in good faith and for a proper purpose. 2. The member describes with reasonable particularity the member's purpose and the records the member desires to inspect. 3. The records are directly connected with the member's purpose. D. This section does not affect either: 1. The right of a member to inspect records under section 10-3720 or, if the member is in litigation with the corporation, to the same extent as any other litigant. 2. The power of a court, independently of chapters 24 through 40 of this title, to compel the production of corporate records for examination on proof by a member of proper purpose. E. The articles of incorporation or bylaws of a corporation organized primarily for religious purposes may limit or abolish the right of a member under this section to inspect and copy any corporate record. F. Unless the board of directors has provided express permission to the member, a member of a corporation that is a rural electric cooperative is not entitled to inspect or copy any records, documents or other materials that are maintained by or in the possession of the corporation and that relate to any of the following: 1. Personnel matters or a person's medical records. 2. Communications between an attorney for the corporation and the corporation. 3. Pending or contemplated litigation. 4. Pending or contemplated matters relating to enforcement of the corporation's documents or rules. G. This section does not apply to any corporation that is a condominium as defined in section 33-1202 or a planned community as defined in section 33-1802. H. This section does not apply to timeshare plans or associations that are subject to title 33, chapter 20.” Official statute; accessed 2026-09-30.