As you can read the following, ANCA was enacted way back in 1994 and became effective in January 1999, so I ask you this, has the RCSC been in violation of ANCA since 1999 or are there other motives behind this sudden enlightenment? Personally, I can't help but to believe that the many rights the Members use to have, even before this revised version of the bylaws, and which were perfectly legal due the Statutes that yielded their authority to the RCSC's Articles of Incorporation or Bylaws, was taken away for one reason, and one reason only. It was to give the Board as much power as legally possible and take away as much Member participation as legally allowable. What's the history of the creation of the Arizona Nonprofit Corporation Act? Development and Enactment Background and Development (1990s): The ANCA was developed during the 1990s by the Arizona Legislature, with significant input from the State Bar of Arizona's Business Law Section. This effort was part of a broader overhaul of entity laws, including the Arizona Business Corporation Act and the Arizona Professional Corporation Act. The revisions were inspired by the Revised Model Nonprofit Corporation Act (RMNPCA) of 1987 (published in 1988 by the American Bar Association), which Arizona adopted as the basis for its statute. The goal was to create a more comprehensive, flexible framework for nonprofit formation, governance, operations, and dissolution, replacing outdated provisions that were scattered and difficult to navigate. Enactment (1994): The ANCA was enacted through Laws 1994, Chapter 223 (House Bill 2124), passed by the 41st Legislature during its 2nd Regular Session. This bill revised Title 10 of the ARS, adding Chapters 24-40 specifically for nonprofits. It also included transitional provisions for existing entities. Effective Dates and Transition Effective Date: The ANCA became effective on January 1, 1999. On that date, the prior nonprofit provisions in ARS Title 10, Chapter 22 were repealed. Transition for Existing Nonprofits: Nonprofits incorporated under the old Chapter 22 as of December 31, 1998, automatically transitioned to governance under the new Chapters 24-40. However, ARS ยง 10-11701 allows pre-revision nonprofits to elect to continue under the old provisions by amending their articles of incorporation. This opt-in mechanism was designed to ease the shift for legacy organizations. Key Provisions and Purpose The ANCA covers topics such as incorporation, powers, board governance, member rights, mergers, amendments, dissolution, and foreign nonprofits conducting affairs in Arizona. It emphasizes flexibility for nonprofits (e.g., allowing memberless organizations, defining fiduciary duties, and providing safe harbors for directors in conflicting-interest transactions). Subsequent Revisions The ANCA has seen minor amendments over the years, but a significant related update came with the Arizona Entity Restructuring Act (AERA) in 2014 (Laws 2014, Chapter 190, Senate Bill 1353, effective January 1, 2015). AERA standardized restructuring transactions (e.g., mergers, conversions, domestications) for all entity types, including nonprofits, addressing gaps in the original ANCA. AERA was drafted over three years (starting in 2010) by the State Bar of Arizona's Mergers and Conversions Subcommittee, based on the Model Entity Transactions Act. Just one man's opinion!
ANCA was never mentioned ion the past 25 years living here. Either our corporate lawyers were asleep at the wheel or we now have a corporate lawyer who bends to the will of the board. In any case, glad to see someone else noticed that ANCA was NEVER an issue.
When I served on the bylaws review committee in about 2022, I don't recall any discussion about ANCA. Our Chairperson was an attorney. Also of note, Dave was on that committee as well. Dave, why wasn't ANCA brought up then?
It appears this is just another example of our leaders stretching the truth. I guess the end justifies the means.
