How many board members does a Arizona nonprofit need?

Arizona requires a minimum of 1 director. Section 10-3803(A) says a board of directors "shall consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws." There is no higher floor for charities, for corporations without members, or for anyone else. Section 10-3803(B) lets the articles or bylaws set a variable range by fixing a minimum and a maximum, and within that range the members or the board may change the number from time to time.

What is the quorum requirement for a Arizona nonprofit board?

A majority of the fixed number of directors, or for a variable-range board a majority of the number prescribed. The articles or bylaws may lower that to no fewer than one-third of the fixed or prescribed number. If a quorum is present, the affirmative vote of a majority of the directors present is the act of the board unless the articles or bylaws require more (section 10-3824).

How long can a Arizona nonprofit board member serve?

The articles of incorporation or bylaws must specify the terms of directors. If neither does, the term of each director is one year, and unless the articles or bylaws say otherwise directors may be elected for successive terms (section 10-3805(B)). The Act sets no maximum term. A decrease in the number of directors or in the term of office does not shorten a sitting director's term, and a director keeps the office past the end of a term until a successor is elected, designated, or appointed and qualifies, or until the director resigns or is removed (section 10-3805(C) and (E)).

Arizona Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Arizona Nonprofit Corporation Act, A.R.S. title 10, chapters 24 to 40
Minimum directors: 1. Section 10-3803(A) says a board of directors "shall consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws." There is no higher floor for charities, for corporations without members, or for anyone else. Section 10-3803(B) lets the articles or bylaws set a variable range by fixing a minimum and a maximum, and within that range the members or the board may change the number from time to time.
Term length: The articles of incorporation or bylaws must specify the terms of directors. If neither does, the term of each director is one year, and unless the articles or bylaws say otherwise directors may be elected for successive terms (section 10-3805(B)). The Act sets no maximum term. A decrease in the number of directors or in the term of office does not shorten a sitting director's term, and a director keeps the office past the end of a term until a successor is elected, designated, or appointed and qualifies, or until the director resigns or is removed (section 10-3805(C) and (E)).
Term limits: Not specified by statute.
Quorum: A majority of the fixed number of directors, or for a variable-range board a majority of the number prescribed. The articles or bylaws may lower that to no fewer than one-third of the fixed or prescribed number. If a quorum is present, the affirmative vote of a majority of the directors present is the act of the board unless the articles or bylaws require more (section 10-3824).
Annual meeting: A corporation with members must hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws, unless the articles or bylaws provide otherwise (section 10-3701(A)). Failing to hold an annual or regular meeting does not invalidate corporate action taken (section 10-3701(E)). The Act sets no annual meeting requirement for a corporation without members, and no minimum number of board meetings. Condominium and planned community associations follow title 33 where it conflicts.
Conflict of interest: Sections 10-3860 to 10-3863 govern a director's conflicting interest transaction. Under section 10-3861, such a transaction cannot be enjoined, set aside, or turned into damages just because of the director's interest if the directors acted in compliance with section 10-3862, the members acted in compliance with section 10-3863, or the transaction was fair to the corporation judged at the time of commitment. Section 10-3862 requires the affirmative vote of a majority, but at least two, of the qualified directors who voted after required disclosure, and it defines a qualified director as one with neither a conflicting interest nor a close relationship with a director who has one. Separately, section 10-3864 requires the board to adopt a written policy on transactions with interested persons, but exempts corporations whose assets had a book value under ten million dollars at the end of the last fiscal year, along with several other categories.
Removing a director: Section 10-3808(A) lets a director be removed under any procedure in the articles or bylaws. If those documents set no procedure, the default rules in subsection (B) apply: members may remove a director they elected with or without cause unless the articles say for cause only; a director elected by a class, chapter, region, or unit may only be removed by that group; removal requires as many votes as it would take to elect the director; and a director elected by the board may be removed with or without cause by a two-thirds vote of the directors then in office. Section 10-3810 adds a judicial route: the corporation, or members holding at least 25 percent of the voting power, may ask the superior court to remove a director for fraudulent conduct or intentional criminal conduct, and the court may bar that person from serving for up to five years.
Recurring state filing: An annual report goes to the Arizona Corporation Commission, not the Secretary of State, on or before the date the Commission assigns and then in the anniversary month each year after (section 10-11622). It states the corporation's name and state of incorporation, the address of its known place of business, the name and address of its statutory agent, the address of its principal office, the names and business addresses of its directors and principal officers, a brief description of the nature of its activities, whether it has members, a certificate of disclosure, and a statement that all corporate income tax returns required by title 43 have been filed with the Department of Revenue. A corporation that cannot meet the deadline may request an extension of up to six months, filed with the annual registration fee.

What's particular to Arizona

Arizona nonprofits file with the Arizona Corporation Commission. Most states route corporate filings to the Secretary of State, and Arizona does not, so the annual report, the articles, and the certificate of disclosure all go to the Commission. Directions written for other states will send you to the wrong agency.

Arizona still has a publication step after incorporation. Section 10-3203(D) says that within 60 days after the Commission approves the filing, either a copy of the articles of incorporation is published, with an affidavit of publication permitted to be filed with the Commission, or the Commission inputs the approval information into its database as prescribed by section 10-130. It is one or the other, so check which one applies to your filing before paying a newspaper.

The written conflict of interest policy required by section 10-3864 is size-gated. A corporation whose assets had a book value of less than ten million dollars at the end of its last fiscal year is exempt, as are corporations that offer goods or services only to voting members, corporations organized for religious purposes without a substantial regular business in goods or services, and government-created corporations. Almost every small Arizona nonprofit falls outside the mandate, which does not stop the IRS from asking about a policy on Form 1023 and Form 990.

Two Arizona rules cut against the grain. Section 10-3824 lets a director appoint a proxy to vote or otherwise act for the director by signing an appointment form, effective when the secretary receives it and valid for one month unless a different period is stated. Most states forbid director proxies outright. And section 10-3861(C) makes anyone challenging a conflicting interest transaction prove by clear and convincing evidence that the statutory safe harbors do not apply, which is a heavier burden than the usual standard.

This is a summary, not legal advice.

We cite the statute so you can read it yourself, and we last checked these on September 2, 2026. Statutes change, courts interpret them, and your own bylaws may impose stricter rules than the state does. Before you rely on any of this for a decision that matters, have a lawyer licensed in Arizona review it.

Knowing the rule is the easy part.

Staying compliant means knowing whose term ends in March, whether you'll still have quorum after it does, and who hasn't signed this year's conflict of interest form. Board Manager tracks all three and tells you before they become a problem.

Start free, no card needed

Arizona nonprofit board requirements

What the statute requires

What's particular to Arizona

Knowing the rule is the easy part.

Sources

Other states