Nonprofit Corporation Membership Exit and Termination in Arizona

At a glance

Requirements one by one

Documents, classes, and transfers

§ 10-3603 says a corporation is not required to have members, so the member exit rules do not operate in a memberless corporation. § 10-3601 lets the articles or bylaws set criteria or procedures for admission and continuing membership, but a person cannot be admitted without express or implied consent. § 10-3610 gives members equal rights and obligations by default, subject to the stated document-based variations and classes. Under § 10-3611, a member cannot transfer the membership or rights from it unless the articles or bylaws set forth or authorize the transfer. Where transfer rights exist, a later restriction does not bind a member holding a previously issued membership unless both the members and the affected member approve it.

Resignation and involuntary exit

Under § 10-3620(A), a member may resign “at any time” except as set forth in or authorized by the articles or bylaws. Prior obligations and commitments survive under subsection (B). § 10-3621(A) allows expulsion, suspension, or termination only under a procedure in the articles, bylaws, or member-corporation agreement, or one that is otherwise appropriate. Its subsection (F) excludes corporations organized primarily for religious purposes from this exit rule.

Dues, obligations, and records

§ 10-3613(A) says authorizing or imposing dues in a document or board resolution alone does not create liability; express or implied agreement, consent, or acquiescence is necessary, and the provision describes when a member is deemed to agree at admission. Under § 10-3621(E), an expelled or suspended member may still owe dues, assessments, or fees tied to prior obligations or commitments. § 10-11601 requires the corporation's member record to support a list by class, address, and votes.

What trips people up

An “otherwise appropriate” procedure under § 10-3621(B) can provide written notice with reasons at least 15 days before exit and an oral or written opportunity to be heard at least five days before the effective date by a person authorized to stop it. The alternative is a procedure fair and reasonable in light of the relevant facts and circumstances. Subsection (C) sends mailed notice to the member's last address in corporate records. The statute does not assign every decision to the board.

§ 10-3621(D) starts the six-month challenge period on the effective date of expulsion, suspension, or termination, including when defective notice is alleged. A separate § 10-11031 requires two-thirds of votes cast by each class for an amendment terminating all members or a class, or redeeming or cancelling all memberships or a class; that is a different, corporation-wide route from an individual exit decision.

Common questions

Does resignation release past promises? No. § 10-3620(B) preserves obligations from commitments made before resignation.

Can a certificate or assignment bypass the transfer rule? § 10-3611(A) reaches both a membership and any right arising from it; look to the articles or bylaws for transfer authorization.

Is a hearing the only acceptable procedure? § 10-3621(B) allows the stated notice-and-response route or a procedure fair and reasonable under the circumstances. The actual decision still must fit subsection (A).

Statutes and sources

• Ariz. Rev. Stat. §§ 10-3601, 10-3603, 10-3610, 10-3611, 10-3613, 10-3620, 10-3621, 10-11601, and 10-11031, current official Title 10 index and linked sections, accessed October 3, 2026.