Nonprofit Corporation Director Removal and Vacancy Requirements in Arizona

At a glance

Requirements one by one

Removal follows the seat

Members of a membership corporation ordinarily elect the directors, but articles or bylaws may set another time or method or create appointed or designated seats. In a corporation without members, the documents specify selection; absent a method, the board elects (§ 10-3804).

Section 10-3808(A) first permits a removal procedure in the articles or bylaws. If none is supplied, members may remove their elected director with or without cause unless the articles require cause. The votes cast for removal must be sufficient to elect the director at a director-election meeting. If cumulative voting is authorized, votes sufficient to elect the director cast against removal protect the seat (§ 10-3808(B)(1), (3)–(4)). Only the electing class, chapter, region, unit, or group votes on its director (§ 10-3808(B)(2)).

Absent a document procedure, a board-elected director may be removed with or without cause by two-thirds of the directors then in office, or a greater vote in the articles or bylaws. The board cannot use that rule against its own replacement for a member-elected director: members, not the board, may remove that replacement (§ 10-3808(B)(8), (C)). If the documents in force at the start of a director's term permit removal for a specified number of missed board meetings, a majority of directors then in office may remove the director on that attendance ground (§ 10-3808(B)(9)).

Changing or deleting a designation in the articles or bylaws removes a designated director. An appointer may ordinarily remove an appointed director with or without cause, but must give written notice to the director and the board, its presiding officer, or the corporation. The removal is effective on delivery unless the notice specifies a later date or event (§ 10-3809).

Court removal

The corporation, or members holding at least 25 percent of the voting power of any class, may start a judicial removal proceeding. The court must find both fraudulent or intentional criminal conduct with respect to the corporation and that removal is in its best interests. It may also bar board service for up to five years. Articles or bylaws of a corporation organized for religious purposes may limit or prohibit this court route (§ 10-3810).

Resignation and filling vacancies

A director resigns by delivering written notice to the board, its presiding officer, or the corporation. Delivery ordinarily makes it effective, unless the notice sets a later date or event (§ 10-3807). The board may fill a pending future resignation vacancy before the effective date if the successor is not seated until then (§§ 10-3807(B), 10-3811(E)).

For an ordinary vacancy, including a newly added seat, either members or the board may act unless the documents vary the rule. If fewer than a quorum of directors remain, a majority of all remaining directors may fill it (§ 10-3811(A)). If members fill a class, chapter, region, unit, or group seat, only that constituency's members vote. Only the original appointer may fill an appointed seat unless the documents change that rule. A designated seat follows the articles or bylaws and, without an applicable provision, cannot be filled by the board (§ 10-3811(B)–(D)). If no directors remain, an officer or member may call a special member meeting (§ 10-3811(F)).

Unless the documents provide otherwise, a replacement for a member-elected director serves until the next member director election. A replacement for another vacancy serves the predecessor's unexpired term. Incumbents otherwise continue until a successor qualifies, resignation or removal, or a reduction in board size (§ 10-3805(D)–(E)).

What trips people up

Member removal may occur at a meeting, by written consent, or by written ballot. If a meeting is used, its notice must state removal as a purpose (§ 10-3808(B)(5)). Member written consent ordinarily requires signatures representing at least a majority of voting power, subject to a different applicable threshold, and notice to nonsigning members (§ 10-3704(A), (D)). A ballot must go to every eligible member, meet the meeting-equivalent quorum and approval tests, and allow at least three days for return (§ 10-3708(A), (C)–(D)). Section 10-3808(B)(3)'s votes-sufficient-to-elect condition also applies to the removal itself.

For a corporation without members, a board removal vote requires at least two days' written notice to each director that the matter will be voted on at a directors' meeting, unless notice is waived (§ 10-3822(C)). General board action may be taken by signed consent of all directors unless the documents provide otherwise (§ 10-3821); the specific memberless-removal notice rule needs separate attention. Where a board meeting is used, ordinary quorum and majority-present voting in § 10-3824 give way to § 10-3808(B)(8)'s two-thirds-of-directors-in-office removal threshold.

Common questions

Can the board fill an appointed seat when its appointer is unavailable? Section 10-3811(C) reserves that vacancy to the appointer unless the articles or bylaws provide otherwise; the board's ordinary vacancy authority does not displace it.

Does a future-dated resignation permit an immediate successor? No. Sections 10-3807(B) and 10-3811(E) allow the vacancy to be filled in advance but delay taking office until it occurs.

Can a court bar a removed director from returning? Yes, for a court-prescribed period of no more than five years under § 10-3810(B).

Statutes and sources

The Arizona Revised Statutes Title 10 index and the following current sections were accessed October 2, 2026. Full verbatim text is stored in the source entries above.

• § 10-3804: “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.”
• § 10-3805: “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.”
• § 10-3807: “A director may resign at any time by delivering written notice to the board of directors, its presiding officer or the corporation.”
• § 10-3808: “A director elected by the board to fill the vacancy of a director elected by the members may be removed with or without cause by the members, but not by the board of directors.”
• § 10-3809: “A designated director may be removed by an amendment to the articles of incorporation or bylaws deleting or changing the designation.”
• § 10-3810: “The court in the county where a corporation's known place of business or, if none in this state, its statutory agent is located may remove a director”.
• § 10-3811: “If the directors remaining in office constitute fewer than a quorum of the board of directors, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.”
• § 10-3821: “action required or permitted by chapters 24 through 40 of this title to be taken at a directors' meeting may be taken without a meeting if the action is taken by all of the directors.”
• § 10-3822: “In corporations without members any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members is not valid unless each director is given at least two days' written notice”.
• § 10-3824: “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”.
• § 10-3704: “Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent.”
• § 10-3708: “Specify the time by which a ballot must be delivered to the corporation in order to be counted, which time shall not be less than three days after the date that the corporation delivers the ballot.”