After an initial board of directors gives way to its successors, the names and addresses of those directors remain in the articles of incorporation. Homeowners associations may find little utility in leaving the information of the initial directors in its articles. These associations seek to amend the articles through a vote of the board to reflect the information of new directors. Although a board of directors may vote to remove the initial directors’ information, it may not act without member approval to add the information of new directors. But this may be of little consequence because the association files a yearly annual report with the Arizona Corporation Commission in which the current director and officers are disclosed.
The Arizona Non-Profit Corporation Act requires that, upon incorporation, the articles of incorporation set forth, among other things, “the name and address of each person who is to serve as a director until a successor is selected and qualifies.” A.R.S. § 10-11002(A)(2) permits a board of directors to adopt an amendment without member approval to “delete the names and addresses of the initial directors,” unless the articles of incorporation provide otherwise. This provision allows a board to act without member approval to delete initial director information from the articles. However, to add the information of new directors, the board must submit an amendment to the members for a vote.
The board of directors may amend the articles without member approval only to:
- Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.
- Delete the names and addresses of the initial directors.
- Delete the name and address of the initial statutory agent or known place of business, if a statement of change is on file with the commission.
- hange the corporate name by substituting the word “corporation”, “incorporated”, “company”, “limited”, “association”, “society”, or the abbreviation “corp.”, “inc.”, “co.”, “ltd.”, “assn.” or “socy.” for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name.
- Make any other change expressly permitted by chapters 24 through 40 of this title or the articles of incorporation to be made by director action.
None of the above provisions permit a board to amend its articles to include new director information without member approval. A board may do so only if the articles of incorporation expressly permit such amendment. Otherwise, to include new director information in the articles of incorporation, the board may propose such an amendment to members for a vote pursuant to A.R.S. § 10-11003.
Although an amendment to include new director information would likely receive little opposition, it is important that homeowners associations follow all statutory requirements when amending governing documents. Contact Goodman Law Group Group to ensure that you are amending your governing documents properly.