Nonprofit Corporation Director Election and Term Rules in Arizona

At a glance

Requirements one by one

Board route and first directors

Arizona requires a board of directors, but the articles may assign some or all board powers to members, delegates, or others. Those authorized persons assume the corresponding director duties (§ 10-3801(A)–(C)). The articles name the first directors and state whether the corporation has members (§ 10-3202(A)(3), (7)). Initial directors' terms end at the first election, appointment, or designation of successors (§ 10-3805(A)).

Who selects later directors

In a membership corporation, members elect later directors at the first annual meeting and subsequent annual meetings unless terms are staggered, documents set another time or method, or documents provide appointed or designated seats (§ 10-3804(A)). In a corporation without members, the articles or bylaws govern election, appointment, or designation; if they supply no designation or appointment method, the board elects the later directors (§ 10-3804(B)).

The Act also recognizes a director elected by a membership class, chapter, region, or other unit or grouping. If members fill a vacancy in that seat, only members of the electing group vote unless the articles or bylaws provide otherwise (§ 10-3811(B)). That is a membership constituency, distinct from the director groups used to stagger terms.

Term, staggering, replacement, and holdover

The articles or bylaws specify director terms; without a specified term, each director serves one year. Successive terms are allowed unless the documents provide otherwise (§ 10-3805(B)). Documents may divide directors into two or more staggered groups whose terms need not be uniform (§ 10-3806).

Unless the articles or bylaws vary the rule, a replacement in a member-elected seat serves until the next member director election. A replacement in another seat serves the predecessor's unexpired term (§ 10-3805(D)). After a term expires, a director remains until a successor is elected, designated, or appointed and qualifies, or until resignation, removal, or a reduction in board size (§ 10-3805(E)).

What trips people up

Section 10-3805(D) gives the next-member-election endpoint only to a replacement for a director elected by members. The predecessor's unexpired term is the endpoint for other vacancies, unless the articles or bylaws change it.

Common questions

If the nonprofit has no members, who chooses directors? The articles or bylaws give the method. Without a stated designation or appointment method, the board elects later directors (§ 10-3804(B)).

Can staggered groups have different term lengths? Yes. Section 10-3806 expressly says the groups' terms need not be uniform.

Statutes and sources

Current official Arizona statutes, accessed October 3, 2026. Verbatim excerpts:

• Ariz. Rev. Stat. § 10-3202: “3. The name and address of each person who is to serve as a director until a successor is elected and qualifies.”
• Ariz. Rev. Stat. § 10-3202: “7. Whether or not the corporation will have members.”
• Ariz. Rev. Stat. § 10-3801: “A. Each corporation shall have a board of directors. B. All corporate powers shall be exercised by or under the authority of and the affairs of the corporation shall be managed under the direction of its board of directors, subject to any limitation set forth in the articles of incorporation. C. The articles of incorporation may authorize one or more members, delegates or other persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized the authorized person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from those duties and responsibilities.”
• Ariz. Rev. Stat. § 10-3804: “A. If the corporation has members, the members shall elect all the directors except the initial directors at the first annual meeting of members, and at each annual meeting after the first annual meeting, unless either: 1. The terms of the directors are staggered pursuant to section 10-3806. 2. The articles of incorporation or bylaws provide some other time or method of election. 3. The articles of incorporation or bylaws provide that some of the directors are appointed by some other person or some of the directors are designated. B. If the corporation does not have members, all the directors except the initial directors shall be elected, appointed or designated as provided in the articles of incorporation or bylaws. If no method of designation or appointment is set forth in the articles of incorporation or bylaws, the board of directors shall elect the directors other than the initial directors.”
• Ariz. Rev. Stat. § 10-3805: “A. The terms of the initial directors of a corporation expire at the first election, appointment or designation of directors as provided in section 10-3804. B. The articles of incorporation or bylaws shall specify the terms of directors. In the absence of any term specified in the articles of incorporation or bylaws, the term of each director is one year. Unless otherwise provided in the articles of incorporation or bylaws, directors may be elected for successive terms. C. A decrease in the number of directors or term of office does not shorten the term of any incumbent director. D. Except as provided in the articles of incorporation or bylaws: 1. The term of a director elected to fill a vacancy in the office of a director elected by members expires at the next election of directors by members. 2. The term of a director elected to fill any other vacancy expires at the end of the unexpired term that the director is filling. E. Despite the expiration of a director's term, a director shall continue to hold office until the director's successor is elected, designated or appointed and qualifies, until the director's resignation or removal or until there is a decrease in the number of directors.”
• Ariz. Rev. Stat. § 10-3806: “The articles of incorporation or bylaws may provide for staggering the directors' terms of office by dividing the total number of directors into two or more groups. The terms of office of the several groups need not be uniform.”
• Ariz. Rev. Stat. § 10-3811: “B. Unless the articles of incorporation or bylaws provide otherwise, if the vacant office was held by a director elected by a class, chapter, region or other organizational or geographic unit or grouping, only members of the class, chapter, region, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members.”