State of the Nonprofit Regulatory Environment in ARIZONA

AZ Code § 13-3722(A)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Yes - Arizona Revised Statute § 13-3722(A) (As of 2013 Veterans Charities only)

BIFURCD-REGIOF-NS

REGULATORY BODY: Not Specific

NOTES: Secretary of State http://www.azsos.gov/business/charities

REPORTS-ASSETS-AG

REGULATORY BODY: Attorney General

NOTES: No

REPORTS-ASSETS-OT

REGULATORY BODY: Other

NOTES: No

REPORTS-MERGER-AG

REGULATORY BODY: Attorney General

NOTES: No

AZ Code § 10-11105

REGULATORY BODY: Other

STATUTE TEXT: 10-11105. Statement of merger or interest exchange; publication or posting Within sixty days after the commission approves the filing, either of the following must occur: 1. A copy of the statement of merger or interest exchange shall be published. An affidavit evidencing the publication may be filed with the commission. 2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.

NOTES: Filing with AZ Corporation Commission A.R.S. § 10-11105

REPORTS-AMMEND-AG

REGULATORY BODY: Attorney General

NOTES: No

AZ Code § 10-11006

REGULATORY BODY: Other

STATUTE TEXT: 10-11006. Articles of amendment A. A corporation amending its articles of incorporation shall deliver to the commission for filing articles of amendment setting forth: 1. The name of the corporation. 2. The text of each amendment adopted. 3. The date of each amendment’s adoption. 4. A statement that the amendment was duly adopted by act of the members or act of the board of directors and, if applicable, with the approval required pursuant to section 10-11030. B. Within sixty days after the commission approves the filing, either of the following must occur: 1. A copy of the articles of amendment shall be published. An affidavit evidencing the publication may be filed with the commission. 2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.

NOTES: AZ Corp. Commission A.R.S. § 10-11006

REPORTS-FINANC-NS

REGULATORY BODY: Not Specific

DISSOLV-VOLUNT-AG

REGULATORY BODY: Attorney General

NOTES: No

AZ Code § 10-11403

REGULATORY BODY: Other

STATUTE TEXT: 10-11403. Articles of dissolution A. At any time after dissolution is authorized, the corporation may dissolve by delivering to the commission articles of dissolution setting forth all of the following: 1. The name of the corporation. 2. The date dissolution was authorized. 3. A statement that the dissolution was duly authorized by an act of the members or an act of the board of directors and, if applicable, with the approval required pursuant to section 10-11402. B. A corporation is dissolved on the effective date of its articles of dissolution. C. The articles of dissolution shall not be considered complete until all fees, penalties and costs required to be paid under this title have been paid. D. Within sixty days after the commission approves the filing, either of the following must occur: 1. A copy of the articles of dissolution shall be published. An affidavit evidencing the publication may be filed with the commission. 2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130. E. The articles of dissolution are not complete until the commission has received a notice from the department of revenue that the tax levied under title 42, chapter 5, article 1 against the corporation has been paid, or until the department of revenue notifies the commission that the corporation is not subject to the tax and the commission has received from the department of revenue a certificate issued by the department of revenue pursuant to section 43-1151. F. Notwithstanding subsection C of this section, if an annual report becomes due on or after the first date on which the articles of dissolution are delivered to the commission for filing, the annual report requirement prescribed in section 10-11622 is suspended for a period of six months after the first date on which the articles of dissolution are delivered to the commission for filing. On the expiration of the six-month suspension, if the articles of dissolution are not approved for filing or if the corporation is administratively dissolved pursuant to section 10-11420, paragraph 9, all past due annual reports required by section 10-11622, together with fees, are owed as if the suspension never occurred.

NOTES: Filed with Commission A.R.S. § 10-11403

AZ Code § 10-11431

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: AG brings action A.R.S. § 10-11431

AZ Code § 10-11433

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Dept. of Corp Receives and files court decree A.R.S. § 10-11433

DISSOLV-ADMINI-AG

REGULATORY BODY: Attorney General

NOTES: No

AZ Code § 10-11421

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Corp. Commission Dissolves Corp A.R.S. § 10-11421

AZ Code § 10-11252

REGULATORY BODY: Not Specific

STATUTE TEXT: 10-11252. Scope; included transactions; excluded transactions A. Except as provided in subsections B and C of this section, this chapter applies to any nonprofit health care entity that intends to sell, transfer, lease, exchange, option, convey, convert, give, merge or otherwise dispose of all or substantially all of its assets to or with another nonprofit health care entity or a for profit entity, including entering into a joint venture involving all or substantially all of its assets. The requirements of section 10-11202 do not apply to a nonprofit health care entity. B. This chapter does not apply to any physician or licensed health care provider contract with a hospital or community health center. This chapter shall not affect any contract entered into between a physician or licensed health care provider or group of physicians or licensed health care providers and a licensed hospital. C. This chapter does not apply to transactions: 1. Involving a transfer of community benefit assets of a licensed hospital or community health center with a book value of less than one million dollars, net of accumulated depreciation as of the date of the closing date of the intended transaction. 2. Enabling a party to finance the purchase of assets, refinance assets or mortgage or pledge assets already owned by the party, whether or not in its usual course of business. 3. Between or among a nonprofit health care entity and affiliated nonprofit entities that are part of a common line of ownership or control.

NOTES: A.R.S. § 10-11252

AZ Code § 10-11253

REGULATORY BODY: Attorney General

STATUTE TEXT: 10-11253. Public hearing; notice; requirements; summary report A. No later than ninety days before the anticipated closing of the intended transaction, any nonprofit health care entity that intends to engage in any of the transactions described in section 10-11252, subsection A shall give written notice to the director of the department of health services and the attorney general. The written notice shall include all of the following information: 1. The names, addresses and telephone numbers of the parties to the intended transaction. 2. The names, addresses and telephone numbers of the attorneys or other persons who represent the parties in connection with the intended transaction. 3. A general summary of the intended transaction. 4. A general description of the assets involved in the intended transaction and the intended use of the assets after the closing of the intended transaction. 5. A general summary of all collateral transactions that relate to the intended transaction, including the names, addresses and telephone numbers of the parties involved in the collateral transactions. 6. The anticipated date of completion of the intended transaction. B. The notice and information required pursuant to subsection A of this section and information submitted pursuant to subsection H of this section are public records. C. Within thirty days after the nonprofit health care entity sends the written notice prescribed in subsection A of this section, the parties to the intended transaction shall: 1. Select a hearing officer to conduct the public hearing required by this section and determine a time and place within this state for the public hearing with the agreement of the director of the department of health services. 2. Publish a notice of the time and place for the public hearing at least three consecutive times in at least one newspaper of general circulation in the county in which the nonprofit health care entity has its principal place of business. D. The hearing officer shall hold the public hearing within ten days after the last publication of the public notice. E. The purpose of the public hearing is to provide the information described in subsection F of this section and to receive comments from the public and other interested parties. F. The parties shall present written summary information at the public hearing that sets forth all of the following: 1. The extent to which the intended transaction impacts community benefit activities and is consistent with community benefit purposes, including a description of the resources that will be committed to community benefit purposes following the intended transaction. 2. Whether the intended transaction creates or has the likelihood of creating an adverse effect on the access to or availability or cost of health care services. 3. Whether any director, officer, agent or employee of the entity will receive any community benefit asset or will benefit directly or indirectly from the intended transaction, except for the receipt of compensation for professional services relating to the intended transaction for normal compensation for services rendered. 4. The extent to which the nonprofit health care entity used due diligence in the selection of the entity that will receive any community benefit asset and in the negotiation of the price and other terms and conditions of the transaction. 5. The extent to which the parties will continue to use the nonprofit health care entity’s community benefit assets for community benefit purposes following the intended transaction, or, if applicable, the proceeds of the disposition of the assets will be deposited in a community benefit organization for community benefit purposes. 6. Whether any initial board of directors members of any entity changed or created by the intended transaction will reside in or near the communities affected by the intended transaction. 7. That any community benefit organization established to hold the proceeds of the disposition of assets is organized for community benefit purposes as required under federal and state law. G. The attorney general may present information at the public hearing. H. The hearing officer conducting the public hearing shall compile a summary report of the public hearing proceedings and shall transmit the summary report, a notice of completion and copies of all written information presented at the hearing to the director of the department of health services and the attorney general. I. The parties to the intended transaction shall pay for all costs associated with the hearing officer, notice, publication of notice, public hearing and summary report.

NOTES: A.R.S. § 10-11253

AZ Code § 10-11253

REGULATORY BODY: Other

STATUTE TEXT: 10-11253. Public hearing; notice; requirements; summary report A. No later than ninety days before the anticipated closing of the intended transaction, any nonprofit health care entity that intends to engage in any of the transactions described in section 10-11252, subsection A shall give written notice to the director of the department of health services and the attorney general. The written notice shall include all of the following information: 1. The names, addresses and telephone numbers of the parties to the intended transaction. 2. The names, addresses and telephone numbers of the attorneys or other persons who represent the parties in connection with the intended transaction. 3. A general summary of the intended transaction. 4. A general description of the assets involved in the intended transaction and the intended use of the assets after the closing of the intended transaction. 5. A general summary of all collateral transactions that relate to the intended transaction, including the names, addresses and telephone numbers of the parties involved in the collateral transactions. 6. The anticipated date of completion of the intended transaction. B. The notice and information required pursuant to subsection A of this section and information submitted pursuant to subsection H of this section are public records. C. Within thirty days after the nonprofit health care entity sends the written notice prescribed in subsection A of this section, the parties to the intended transaction shall: 1. Select a hearing officer to conduct the public hearing required by this section and determine a time and place within this state for the public hearing with the agreement of the director of the department of health services. 2. Publish a notice of the time and place for the public hearing at least three consecutive times in at least one newspaper of general circulation in the county in which the nonprofit health care entity has its principal place of business. D. The hearing officer shall hold the public hearing within ten days after the last publication of the public notice. E. The purpose of the public hearing is to provide the information described in subsection F of this section and to receive comments from the public and other interested parties. F. The parties shall present written summary information at the public hearing that sets forth all of the following: 1. The extent to which the intended transaction impacts community benefit activities and is consistent with community benefit purposes, including a description of the resources that will be committed to community benefit purposes following the intended transaction. 2. Whether the intended transaction creates or has the likelihood of creating an adverse effect on the access to or availability or cost of health care services. 3. Whether any director, officer, agent or employee of the entity will receive any community benefit asset or will benefit directly or indirectly from the intended transaction, except for the receipt of compensation for professional services relating to the intended transaction for normal compensation for services rendered. 4. The extent to which the nonprofit health care entity used due diligence in the selection of the entity that will receive any community benefit asset and in the negotiation of the price and other terms and conditions of the transaction. 5. The extent to which the parties will continue to use the nonprofit health care entity’s community benefit assets for community benefit purposes following the intended transaction, or, if applicable, the proceeds of the disposition of the assets will be deposited in a community benefit organization for community benefit purposes. 6. Whether any initial board of directors members of any entity changed or created by the intended transaction will reside in or near the communities affected by the intended transaction. 7. That any community benefit organization established to hold the proceeds of the disposition of assets is organized for community benefit purposes as required under federal and state law. G. The attorney general may present information at the public hearing. H. The hearing officer conducting the public hearing shall compile a summary report of the public hearing proceedings and shall transmit the summary report, a notice of completion and copies of all written information presented at the hearing to the director of the department of health services and the attorney general. I. The parties to the intended transaction shall pay for all costs associated with the hearing officer, notice, publication of notice, public hearing and summary report.

NOTES: A.R.S. § 10-11253

AZ Code § 10-11253

REGULATORY BODY: Other

STATUTE TEXT: 10-11253. Public hearing; notice; requirements; summary report A. No later than ninety days before the anticipated closing of the intended transaction, any nonprofit health care entity that intends to engage in any of the transactions described in section 10-11252, subsection A shall give written notice to the director of the department of health services and the attorney general. The written notice shall include all of the following information: 1. The names, addresses and telephone numbers of the parties to the intended transaction. 2. The names, addresses and telephone numbers of the attorneys or other persons who represent the parties in connection with the intended transaction. 3. A general summary of the intended transaction. 4. A general description of the assets involved in the intended transaction and the intended use of the assets after the closing of the intended transaction. 5. A general summary of all collateral transactions that relate to the intended transaction, including the names, addresses and telephone numbers of the parties involved in the collateral transactions. 6. The anticipated date of completion of the intended transaction. B. The notice and information required pursuant to subsection A of this section and information submitted pursuant to subsection H of this section are public records. C. Within thirty days after the nonprofit health care entity sends the written notice prescribed in subsection A of this section, the parties to the intended transaction shall: 1. Select a hearing officer to conduct the public hearing required by this section and determine a time and place within this state for the public hearing with the agreement of the director of the department of health services. 2. Publish a notice of the time and place for the public hearing at least three consecutive times in at least one newspaper of general circulation in the county in which the nonprofit health care entity has its principal place of business. D. The hearing officer shall hold the public hearing within ten days after the last publication of the public notice. E. The purpose of the public hearing is to provide the information described in subsection F of this section and to receive comments from the public and other interested parties. F. The parties shall present written summary information at the public hearing that sets forth all of the following: 1. The extent to which the intended transaction impacts community benefit activities and is consistent with community benefit purposes, including a description of the resources that will be committed to community benefit purposes following the intended transaction. 2. Whether the intended transaction creates or has the likelihood of creating an adverse effect on the access to or availability or cost of health care services. 3. Whether any director, officer, agent or employee of the entity will receive any community benefit asset or will benefit directly or indirectly from the intended transaction, except for the receipt of compensation for professional services relating to the intended transaction for normal compensation for services rendered. 4. The extent to which the nonprofit health care entity used due diligence in the selection of the entity that will receive any community benefit asset and in the negotiation of the price and other terms and conditions of the transaction. 5. The extent to which the parties will continue to use the nonprofit health care entity’s community benefit assets for community benefit purposes following the intended transaction, or, if applicable, the proceeds of the disposition of the assets will be deposited in a community benefit organization for community benefit purposes. 6. Whether any initial board of directors members of any entity changed or created by the intended transaction will reside in or near the communities affected by the intended transaction. 7. That any community benefit organization established to hold the proceeds of the disposition of assets is organized for community benefit purposes as required under federal and state law. G. The attorney general may present information at the public hearing. H. The hearing officer conducting the public hearing shall compile a summary report of the public hearing proceedings and shall transmit the summary report, a notice of completion and copies of all written information presented at the hearing to the director of the department of health services and the attorney general. I. The parties to the intended transaction shall pay for all costs associated with the hearing officer, notice, publication of notice, public hearing and summary report.

NOTES: A.R.S. § 10-11253

AUDITFI-AUDITS-NS

REGULATORY BODY: Not Specific

NOTES: No

AUDITFI-THRESH-NS

REGULATORY BODY: Not Specific

AZ Code § 13-3722

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: NONE, but A.R.S. § 13-3722 requires that veteran’s orgs that solicit must be registered.

ORGTYPE-RELIGI-NS

REGULATORY BODY: Not Specific

ORGTYPE-SMALLO-NS

REGULATORY BODY: Not Specific

ORGTYPE-EDUCAT-NS

REGULATORY BODY: Not Specific

ORGTYPE-GOVMNT-NS

REGULATORY BODY: Not Specific

ORGTYPE-HOSPIT-NS

REGULATORY BODY: Not Specific

ORGTYPE-VETERA-NS

REGULATORY BODY: Not Specific

ORGTYPE-FNDYES-NS

REGULATORY BODY: Not Specific

ORGTYPE-FNDNOS-NS

REGULATORY BODY: Not Specific

ORGTYPE-CTRUST-NS

REGULATORY BODY: Not Specific

ORGTYPE-PTOEDU-NS

REGULATORY BODY: Not Specific

ORGTYPE-CONGRE-NS

REGULATORY BODY: Not Specific

ORGTYPE-NONSOL-NS

REGULATORY BODY: Not Specific

ORGTYPE-MEMFRA-NS

REGULATORY BODY: Not Specific

ORGTYPE-POLITI-NS

REGULATORY BODY: Not Specific

ORGTYPE-OTHTYP-NS

REGULATORY BODY: Not Specific

AZ Code § 10-11431

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: A.R.S. § 10-11431

AZ Code § 10-3810

REGULATORY BODY: Not Specific

STATUTE TEXT: 10-3810. Removal of directors by judicial proceeding A. 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 of the corporation from office in a proceeding commenced either by the corporation or by its members holding at least twenty-five per cent of the voting power of any class, if the court finds that both: 1. The director engaged in fraudulent conduct or intentional criminal conduct with respect to the corporation. 2. Removal is in the best interests of the corporation. B. The court that removes a director may bar the director from serving on the board for a period prescribed by the court, but in no event may the period exceed five years. C. If members commence a proceeding under subsection A, they shall make the corporation a party defendant, unless the corporation elects to become a party plaintiff. D. The articles of incorporation or bylaws of a corporation organized for religious purposes may limit or prohibit the application of this section.

NOTES: Ariz. Rev. Stat. Ann. § 10-3810; Ariz. Rev. Stat. Ann. § 14-10706

AZ Code § 14-10706

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Ariz. Rev. Stat. Ann. § 10-3810; Ariz. Rev. Stat. Ann. § 14-10706

FNDRAZE-COMREG-NS

REGULATORY BODY: Not Specific

FNDRAZE-COUNSL-NS

REGULATORY BODY: Not Specific

FNDRAZE-VENTUR-NS

REGULATORY BODY: Not Specific

FNDRAZE-NOTICE-NS

REGULATORY BODY: Not Specific

FNDRAZE-DDONOR-NS

REGULATORY BODY: Not Specific

FNDRAZE-CNTRCT-NS

REGULATORY BODY: Not Specific

FNDRAZE-ANNUAL-NS

REGULATORY BODY: Not Specific

FNDRAZE-BONDNG-NS

REGULATORY BODY: Not Specific

1 Bifurcation of charitable regulatory body

Bifurcated Regulatory Structure

AZ Code § 13-3722(A)

Registration Office

BIFURCD-REGIOF-NS

2 Notice, Filing or Review of Transactions

Sale of Assets

REPORTS-ASSETS-AG

REPORTS-ASSETS-OT

Mergers

REPORTS-MERGER-AG

AZ Code § 10-11105

Certificate of Amendments

REPORTS-AMMEND-AG

AZ Code § 10-11006

Does the state require annual financial reporting by charitable organizations in addition to filing a copy of the 990 with the regulator (if filing 990 is required)?

REPORTS-FINANC-NS

3 Notice or Action for Dissolutions

Voluntary Dissolutions

DISSOLV-VOLUNT-AG

AZ Code § 10-11403

Judicial Dissolutions

AZ Code § 10-11431

AZ Code § 10-11433

Administrative Dissolutions

DISSOLV-ADMINI-AG

AZ Code § 10-11421

4 Notice, Oversight or Filing of Hospital Conversions

Has Statute

AZ Code § 10-11252

Requires Notice or Oversight

AZ Code § 10-11253

AZ Code § 10-11253

Requires Filing

AZ Code § 10-11253

5 Audits

Requires Audit

AUDITFI-AUDITS-NS

Audit Threshold

AUDITFI-THRESH-NS

6 Registration Law

Registration Law

AZ Code § 13-3722

7 Exemptions from Registering for Specific Organization Types

Religious Organizations

ORGTYPE-RELIGI-NS

Small organizations

ORGTYPE-SMALLO-NS

Educational Institutions

ORGTYPE-EDUCAT-NS

Governmental Organizations

ORGTYPE-GOVMNT-NS

Hospitals

ORGTYPE-HOSPIT-NS

Veterans organizations

ORGTYPE-VETERA-NS

Foundations

ORGTYPE-FNDYES-NS

Foundations that don’t solicit contributions

ORGTYPE-FNDNOS-NS

Charitable Trusts

ORGTYPE-CTRUST-NS

Parent-Teacher Organizations

ORGTYPE-PTOEDU-NS

Reports to congress

ORGTYPE-CONGRE-NS

Non-soliciting

ORGTYPE-NONSOL-NS

Fraternal/ Membership

ORGTYPE-MEMFRA-NS

Political Orgs

ORGTYPE-POLITI-NS

Other

ORGTYPE-OTHTYP-NS

8 Defined remedies

Dissolution

AZ Code § 10-11431

Removal of Board Members

AZ Code § 10-3810

AZ Code § 14-10706