A Z N H v. Sunland Springs

IN THE
ARIZONA COURT OF APPEALS
DIVISION ONE

A Z N H REVOCABLE TRUST, Plaintiff/Appellant/Cross-Appellee,

v.

SUNLAND SPRINGS VILLAGE HOWEOWNERS ASSOCIATION,
Defendant/Appellee/Cross-Appellant.

No. 1 CA-CV 25-0424
FILED 04-28-2026

Appeal from the Superior Court in Maricopa County
No. CV2023-096192
The Honorable Rodrick J. Coffey, Judge

AFFIRMED IN PART; REVERSED IN PART; AND REMANDED

COUNSEL

John Sullivan, Chandler
Counsel for Plaintiff/Appellant/Cross-Appellee

Freeman Mathis & Gary, LLP, Scottsdale
By Lisa M. Lampkin, Megan E. Ritenour
Co-Counsel for Defendant/Appellee/Cross-Appellant

Maxwell & Morgan, P.C., Mesa
By Chad M. Gallacher
Co-Counsel for Defendant/Appellee/Cross-Appellant
 A Z N H v. SUNLAND SPRINGS
Opinion of the Court

OPINION

Judge James B. Morse Jr. delivered the opinion of the Court, in which
Presiding Judge Andrew M. Jacobs and Judge Brian Y. Furuya joined.

M O R S E, Judge:

¶1 A Z N H Revocable Trust ("Homeowner") appeals the
superior court's partial denial of summary judgment in its declaratory
judgment action seeking to establish that Sunland Springs Village
Homeowners Association ("Sunland Springs") failed to provide notices and
agendas, and conduct its meetings in compliance with A.R.S. § ("Section")
33-1804. Sunland Springs cross-appeals the superior court's partial grant of
summary judgment to Homeowner. Because Section 33-1804 requires
associations1 to vote and take action at open meetings, we affirm the
superior court on that issue. But Section 33-1804 requires associations to
provide agendas containing information reasonably necessary to apprise
association members about the topics to be addressed, so we reverse the
superior court's denial of summary judgment on that issue. Further factual
development is necessary to determine whether Sunland Springs complied
with Section 33-1804 when identifying the reasons for its closed meetings,
so we remand on that issue.

FACTS AND PROCEDURAL BACKGROUND

¶2 Sunland Springs is an association subject to the provisions of
A.R.S. Title 33, Chapter 16. A.R.S. §§ 33-1801–20. Homeowner owns
residential real property in the planned community managed by Sunland
Springs.

¶3 Sunland Springs conducts business through board of
directors' meetings, which are sometimes closed. Sunland Springs does not
permit residents to attend closed meetings except by invitation. The
president of Sunland Springs determines what business is addressed in
closed meetings. Before closed meetings, Sunland Springs provides notice
to members that includes the date, time, and place of closed meetings, and
quotes the language of Section 33-1804(A) allowing for closed meetings.

1 Throughout this opinion, we use the word "association" as defined
in Section 33-1802(1).

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Opinion of the Court

Sunland Springs provides agendas for its closed meetings which identify
matters only by the paragraph of Section 33-1804(A) that corresponds to the
topic of the matter. Sunland Springs conducts formal business and voting
during its closed meetings. During closed meetings, the board has, among
other things, approved a $917,000 budget item, granted the community
manager up to $7,000 in discretionary spending authority, addressed 13
waivers of the minimum age requirement for residents, and authorized
foreclosures against two homeowners.

¶4 In December 2023, Homeowner filed a declaratory judgment
action against Sunland Springs, alleging Sunland Springs failed to conduct
its meetings in compliance with Section 33-1804. After initial discovery,
Homeowner moved for summary judgment on three issues. First,
Homeowner argued Sunland Springs improperly voted and took formal
action in closed meetings. Second, Homeowner argued Sunland Springs
had to designate the agenda items discussed in closed meetings by formal
action at open meetings. Third, Homeowner argued Sunland Springs failed
to provide proper notices and agendas for its closed meetings.

¶5 The superior court granted summary judgment in part and
denied it in part. It held that Section 33-1804 required Sunland Springs to
conduct its votes in open session. The superior court further held that
Section 33-1804 did not require Sunland Springs to determine through
formal action at an open meeting which agenda items would be discussed
at a closed meeting. Finally, the superior court determined that Section
33-1804 did not require Sunland Springs to provide information about
topics discussed at a closed meeting in its notices or agendas, beyond a
citation to the paragraph of Section 33-1804(A) under which the association
closed the meeting.

¶6 The superior court's denial of summary judgment to
Homeowner on whether Sunland Springs had to designate the agenda
items discussed in closed meetings by formal action at open meetings and
whether Sunland Springs failed to provide proper notices and agendas for
its closed meetings effectively resolved those issues in Sunland Springs'
favor. The summary judgment ruling ordered the parties to confer and
determine whether the summary judgment ruling resolved all the claims in
the case. The parties agreed that it did, and the superior court entered a
judgment under Arizona Rule of Civil Procedure 54(c) that incorporated
the summary judgment ruling. Homeowner appealed and Sunland Springs
cross-appealed. We have jurisdiction under A.R.S. § 12-2101(A)(1).

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Opinion of the Court

DISCUSSION

¶7 There are three issues in this case. First, whether Section
33-1804 permits associations to conduct votes and take formal actions in
closed meetings. Second, whether Section 33-1804 requires associations to
determine through formal action during an open meeting what issues will
be discussed in a closed meeting. Third, whether association notices and
agendas must provide reasonably necessary information to comply with
Section 33-1804.

¶8 These are issues of statutory interpretation, which we review
de novo. Sunland Dairy LLC v. Milky Way Dairy LLC, 251 Ariz. 64, 67, ¶ 9
(App. 2021). In so doing, we "determine the meaning of the words the
legislature chose to use. We do so neither narrowly nor liberally, but rather
according to the plain meaning of the words in their broader statutory
context, unless the legislature directs us to do otherwise." S. Ariz. Home
Builders Ass'n v. Town of Marana, 254 Ariz. 281, 286, ¶ 31 (2023).

¶9 We also keep in mind that Section 33-1804(F) contains a
legislative policy statement:

It is the policy of this state as reflected in this section that all
meetings of a planned community, whether meetings of the
members' association or meetings of the board of directors of
the association, be conducted openly and that notices and
agendas be provided in advance for those meetings that
contain the information that is reasonably necessary to inform
the members of the matters to be discussed or decided and to
ensure that members have the ability to speak after discussion
of agenda items, but before a vote of the board of directors or
members is taken. Toward this end, any person or entity that
is charged with the interpretation of these provisions,
including members of the board of directors and any
community manager, shall take into account this declaration
of policy and shall construe any provision of this section in
favor of open meetings.

A.R.S. § 33-1804(F). "We . . . may consider a statement of legislative intent,
including a construction provision, in discerning the meaning of a statute."
Planned Parenthood Ariz., Inc. v. Mayes, 257 Ariz. 137, 142, ¶ 16 (2024); see also
State ex rel. Ariz. Dep't of Revenue v. Tunkey, 254 Ariz. 432, 438, ¶ 27 (2023)
(Justice Bolick, concurring) (explaining it is "our duty to ascertain statutory
meaning" through the prisms of legislatively enacted "findings, purposes,

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Opinion of the Court

or definitions"). We do not depart from the statutory text, but if a statute is
"ambiguous or of doubtful meaning or application . . . if [it] can be given a
construction which is consistent with its declared purpose, it will be so
construed." Sakrison v. Pierce, 66 Ariz. 162, 172 (1947).

I. Voting in Closed Meetings.

¶10 Sunland Springs challenges the superior court's holding that
"all voting or formal actions by [Sunland Springs'] Board of Directors must
occur in open meetings." Section 33-1804(A) provides in part that:

Any portion of a meeting may be closed only if that closed
portion of the meeting is limited to consideration of one or
more of the following:

1. Legal advice from an attorney for the board or the
association. On final resolution of any matter for which the
board received legal advice or that concerned pending or
contemplated litigation, the board may disclose information
about that matter in an open meeting except for matters that
are required to remain confidential by the terms of a
settlement agreement or judgment.

2. Pending or contemplated litigation.

3. Personal, health or financial information about an
individual member of the association, an individual
employee of the association or an individual employee of a
contractor for the association, including records of the
association directly related to the personal, health or financial
information about an individual member of the association,
an individual employee of the association or an individual
employee of a contractor for the association.

4. Matters relating to the job performance of, compensation
of, health records of or specific complaints against an
individual employee of the association or an individual
employee of a contractor of the association who works under
the direction of the association.

5. Discussion of a member's appeal of any violation cited or
penalty imposed by the association except on request of the
affected member that the meeting be held in an open session.

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 A Z N H v. SUNLAND SPRINGS
Opinion of the Court

A.R.S. § 33-1804(A). Notably, the statute states that an association may
close a meeting for "consideration" of certain subjects. Sunland Springs
argues that "consideration" encompasses voting and taking formal action
on agenda items. The superior court disagreed and held consideration did
not include voting or taking formal action. We agree with the superior
court.

¶11 Section 33-1804 does not define "consideration." Sunland
Springs provides dictionary definitions of "consideration" to guide our
analysis. See State ex rel. Montgomery v. Harris, 237 Ariz. 98, 101, ¶ 9 (2014)
(approving the use of dictionaries to establish the meaning of undefined
terms). Sunland Springs cites dictionaries defining "consider" as
"spend[ing] time thinking about a possibility or making a decision."
Consider, Cambridge Dictionary, https://dictionary.cambridge.org/dicti
onary/english/consider (last visited April 16, 2026). Sunland Springs also
notes Homeowner offered the following definitions of consideration in
superior court, "[1] continuous and careful thought; [2] a matter weighed or
taken into account when formulating an opinion or plan; and [3] an opinion
obtained by reflection." (alterations in original).
See Consideration, Merriam-Webster, https://www.merriam-
webster.com/dictionary/consideration (last visited April 16, 2026). But
none of these definitions support Sunland Springs' position. Rather, they
emphasize thought, reflection, and formulation—processes which come
before formal action is taken. The superior court correctly held that
"[c]onsideration encompasses[] thought and discussion about matters. It
does not encompass voting, which is the formal expression of a final
decision that occurs after a matter has been considered."

¶12 The broader statutory context of Section 33-1804 also supports
a narrow definition of "consideration." See Matter of Conservatorship of
Chalmers, --- Ariz. ---, ---, ¶ 18, 571 P.3d 885, 889 (2025) (explaining the
necessity of examining statutory provisions in context). For example,
Section 33-1804(A) provides that associations "shall allow a member or
member's designated representative to speak once after the board has
discussed a specific agenda item but before the board takes formal action
on that item." A.R.S. § 33-1804(A). If we read Section 33-1804(A) to allow
associations to vote in a closed meeting, then a member could not speak
after discussion but before formal action on a closed-meeting agenda item.
We cannot adopt an interpretation that renders statutory language a nullity.
See State v. Serrato, 259 Ariz. 493, 497, ¶ 16 (2025) (approving "reading
statutes as a cohesive whole so that 'no word or provision is rendered
superfluous'" (quoting In re Riggins, 257 Ariz. 28, 31, ¶ 12 (2024))).

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 A Z N H v. SUNLAND SPRINGS
Opinion of the Court

¶13 Sunland Springs also argues that requiring it to vote and take
formal actions during open meetings would cause Section 33-1804(A) to
conflict with Section 33-1805(B). Section 33-1805(B) provides as follows:

Books and records kept by or on behalf of the association and
the board may be withheld from disclosure to the extent that
the portion withheld relates to any of the following:

[. . .]

3. Meeting minutes or other records of a session of a board
meeting that is not required to be open to all members
pursuant to § 33-1804.

A.R.S. § 33-1805(B). Sunland Springs asserts that this provision indicates
an association may keep minutes of its closed meetings. Sunland Springs
further notes that Section 10-11601 suggests that minutes are primarily
meant to capture formal actions taken by a corporate board. See A.R.S.
§ 10-11601. Sunland Springs thus argues that associations must be allowed
to vote and take formal actions in closed meetings. But minutes are not only
to record votes and formal actions. An association may take meeting
minutes even if it does not vote or take formal action at a meeting. Cf. A.R.S.
§ 38-431.03 (acknowledging public bodies may take minutes in executive
session despite an explicit prohibition on voting in executive session).
Section 33-1805 does not support the proposition that associations may vote
or take formal action in closed meetings, and it does not conflict with
Section 33-1804.

¶14 Moreover, interpreting Section 33-1804 to prohibit
associations from voting or taking formal actions in closed meetings
conforms to the legislature's instruction to construe these provisions in
favor of open meetings and is necessary to give meaning to the entirety of
Section 33-1804(A). See A.R.S. § 33-1804(F). At oral argument, Sunland
Springs correctly conceded that "consideration" in Section 33-1804(A) is
ambiguous. To resolve that ambiguity, we consider the policy statement
contained in Section 33-1804(F) and construe Section 33-1804(A) in favor of
open meetings. See Sakrison, 66 Ariz. at 172. Section 33-1804(F) explains
that the goal of Section 33-1804 is to promote open meetings and "to ensure
that members have the ability to speak after discussion of agenda items but
before a vote . . . is taken." A.R.S. § 33-1804(F). Requiring association boards
to vote and take formal action at open meetings achieves this purpose. We
affirm the superior court's partial grant of summary judgment on this issue.

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 A Z N H v. SUNLAND SPRINGS
Opinion of the Court

II. Determination of Closed Meeting Issues.

¶15 Homeowner argues that Section 33-1804(C) requires the
Sunland Springs board, not its president, to determine through formal
action at an open meeting which issues it will address at a closed meeting.
That statute provides as follows:

Before entering into any closed portion of a meeting of the
board of directors, or on notice of a meeting under
subsection D of this section that will be closed, the board shall
identify the paragraph under subsection A of this section that
authorizes the board to close the meeting.

A.R.S. § 33-1804(C). Nothing in Section 33-1804(C) suggests the only way
to comply with the statute is formal action at an open meeting by an
association's board. Section 10-3801 provides that "[a]ll corporate powers
shall be exercised by or under the authority of and the affairs of the
corporation shall be managed under the direction of its board of directors."
A.R.S. § 10-3801(B). An association's board may delegate its identification
authority under Section 33-1804(C).

¶16 In this case, the Sunland Springs board president is
responsible for deciding which agenda items are discussed at closed
meetings and why. The record here is unclear whether Sunland Springs'
board ever formally delegated responsibility for compliance with Section
33-1804(C) to the president. We remand for additional factual development
to determine whether Sunland Springs' practice complies with Section
33-1804(C).

III. Notices and Agendas.

¶17 Homeowner argues that Sunland Springs' meeting notices
and agendas violate Section 33-1804 because they fail to provide
information that is reasonably necessary to inform its members about its
closed meetings. In response, Sunland Springs argues Section 33-1804(F)
does not apply to closed meetings and no information beyond citing the
paragraph of Section 33-1804(A) allowing a closed meeting is required in its
notices and agendas. We look to the policy statement in Section 33-1804(F)
to resolve any ambiguity. See Sakrison, 66 Ariz. at 172.

A. Application of Section 33-1804(F) to Closed Meetings.

¶18 Sunland Springs argues that the policy statement in Section
33-1804(F) does not apply to closed meetings. It focuses its argument on

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 A Z N H v. SUNLAND SPRINGS
Opinion of the Court

the term "those meetings" in the first sentence of Section 33-1804(F), see supra
¶ 9, and asserts that "those meetings" is intended to encompass only open
meetings. We disagree. The phrase "those meetings" must be read in the
context of the whole sentence. See Stambaugh, 242 Ariz. at 509, ¶ 7 ("Words
in statutes should be read in context in determining their meaning."). The
sentence first references "all meetings" of an association. "Those meetings"
relates back to this first reference. Section 33-1804(F) applies to "all
meetings" of an association.

B. Meeting Notices.

¶19 Sunland Springs argues its closed meeting notices comply
with the statute because the notices include the date, time, and place of the
meeting and the paragraph in Section 33-1804(A) which justifies closing the
meeting. We agree. A notice is required to include the "date, time and place
of the meeting." A.R.S. § 33-1804(D). And an association must list the
paragraph under Section 33-1804(A) that justifies the closed meetings.
A.R.S. § 33-1804(C). Sunland Springs' notices comply with both statutory
requirements. We affirm the superior court's partial denial of summary
judgment as to the adequacy of the meeting notices.

C. Meeting Agendas.

¶20 The superior court denied Homeowner summary judgment
on its claim that Sunland Springs' notices and agendas failed to comply
with Section 33-1804(F). But the superior court only addressed notices in
its explanation of that decision. Meeting notices inform association
members when and where a meeting will take place, and what type of
meeting it is. See A.R.S. § 33-1804(C) and (D). While the statute provides
specific requirements for the contents of a meeting notice, the statute does
not provide the same detail for meeting agendas. This lack of detail creates
ambiguity in the application of the statute to Sunland Springs' meeting
agendas. Cf. Planned Parenthood Ariz., Inc., 257 Ariz. at 151, ¶ 55 (concluding
a statute was ambiguous because its text failed to reveal its application). As
a result, we may look to Section 33-1804(F) to provide guidance from which
we may infer requirements for a meeting agenda.

¶21 Section 33-1804(A) requires that associations "allow a member
or member's designated representative to speak once after the board has
discussed a specific agenda item but before the board takes formal action
on that item in addition to any other opportunities to speak." Section
33-1804(F) calls for associations to provide agendas "that contain the
information that is reasonably necessary to inform the members of the

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 A Z N H v. SUNLAND SPRINGS
Opinion of the Court

matters to be discussed or decided" in advance of association meetings.
A.R.S. § 33-1804(F). Association members need access to reasonable
information about agenda items, as Section 33-1804(F) envisions, to speak
meaningfully on those agenda items. Sunland Springs' position that a
meeting agenda need not contain any particular information about subjects
addressed in closed meetings deprives association members of any
opportunity to speak substantively on those agenda items before the
association board takes formal action. Sunland Springs' proffered
interpretation is contrary to the legislative policy statement enacted in
Section 33-1804(F).

¶22 To comply with Section 33-1804, a meeting agenda must
provide information that reasonably advises association members about
the items being addressed at a meeting, even a closed meeting. Section
33-1804(F) does not require associations to reveal any personally
identifying information or attorney-client privileged information discussed
in closed meetings. However, an association must provide an agenda
containing more than just a reference to the paragraph under Section
33-1804(A) that justifies closing the meeting. We reverse the superior court
on this point.

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 A Z N H v. SUNLAND SPRINGS
Opinion of the Court

CONCLUSION

¶23 We affirm the superior court's decision that all voting or
formal actions of an association must occur during open meetings and that
the content of Sunland Springs' notices comply with Section 33-1804. But
we remand for the superior court to determine whether Sunland Springs
complied with Section 33-1804 when identifying the reasons for its closed
meetings.

¶24 We reverse the superior court’s determination that Sunland
Springs' closed meeting agendas complied with Section 33-1804. Because
the agendas failed to provide reasonably necessary information to
association members about the business being addressed at those meetings,
they did not comply with Section 33-1804.

¶25 Because both parties prevailed in part, we decline to award
costs on appeal to either party. In re V.L., 258 Ariz. 391, 398, ¶ 27 (App.
2024). We remand for further proceedings consistent with this opinion.

MATTHEW J. MARTIN • Clerk of the Court
FILED: JT

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