Title 15, CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

(a) Operations.--Except as provided in subsection (b), the law of this Commonwealth governs the operation in this Commonwealth of a nonprofit association formed or operating in this Commonwealth. (b) Internal affairs.--Unless the governing principles specify a different jurisdict…

(a) Legal entity.--A nonprofit association is a legal entity distinct from its members and managers. (b) Perpetual duration.--A nonprofit association has perpetual duration unless the governing principles specify otherwise. (c) Powers.--A nonprofit association has the same powers…

(a) General rule.--A nonprofit association may acquire, hold or transfer, in its name, an interest in property. (b) Testamentary and fiduciary dispositions.--A nonprofit association may be a beneficiary of a trust or contract, a legatee or a devisee. (c) Authority to take and hol…

(a) General rule.--An interest in real property held in the name of a nonprofit association may be transferred by a person authorized to do so in a statement of authority recorded by the nonprofit association in the office of the recorder of deeds for the county in which a transf…

(a) Scope.-- (1) A debt, obligation or other liability of a nonprofit association, whether arising in contract, tort or otherwise, is solely the debt, obligation or other liability of the nonprofit association. (2) A member or manager is not personally liable, directly or indirec…

(a) General rule.--A nonprofit association may sue or be sued in its own name. (b) Permissible claims.--A member or manager may assert a claim the member or manager has against the nonprofit association. A nonprofit association may assert a claim it has against a member or manage…

A judgment or order against a nonprofit association is not by itself a judgment or order against a member or manager. (July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 added section 9119.

(a) Statement.--A nonprofit association may deliver to the department for filing a statement appointing an agent to receive service of process. (b) Contents.--A statement appointing an agent to receive service of process must state: (1) the name of the nonprofit association; (2) …

An action or proceeding against a nonprofit association does not abate merely because of a change in its members or managers. (July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 added section 9121.

A member is not an agent of the nonprofit association solely by reason of being a member. (July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 added section 9122.

(a) General rule.--Except as provided in the governing principles, a nonprofit association must have the approval of its members to: (1) admit, suspend, dismiss or expel a member; (2) select or dismiss a manager; (3) adopt, amend or repeal the governing principles; (4) transfer a…

(a) General rule.--Except as provided in the governing principles: (1) approval of a matter by the members requires the affirmative vote of at least a majority of the votes cast at a meeting of members; and (2) each member is entitled to one vote on each matter that is submitted …

(a) No fiduciary duties generally.--A member does not have a fiduciary duty to a nonprofit association or to another member solely by being a member. (b) Discharge of duties and exercise of rights.--A member shall, consistent with the governing principles and the contractual obli…

(a) Admission, suspension, dismissal and expulsion of member.-- (1) A person becomes a member and may be suspended, dismissed or expelled in accordance with the governing principles. If there are no applicable governing principles, a person may become a member or be suspended, di…

(a) General rule.--Except as set forth in subsection (b) or the governing principles, a member's interest or any right under the governing principles is not transferable. (b) Certain nonprofit associations formed prior to effective date.-- (1) This subsection applies to a nonprof…

Except as provided in this chapter or the governing principles: (1) if there is no manager selected and serving, all members are managers; (2) only the members may select a manager; (3) a manager may be a member or a nonmember; (4) each manager has equal rights in the management …

(a) Duty of care.-- (1) A manager shall manage the nonprofit association: (i) in good faith; (ii) in a manner the manager reasonably believes to be in the best interests of the nonprofit association; and (iii) with such care, including reasonable inquiry, as a prudent person woul…

(a) General rule.--Except as provided in the governing principles: (1) approval of a matter by the managers requires the affirmative vote of at least a majority of the votes cast at a meeting of managers; and (2) each manager is entitled to one vote on each matter that is submitt…

(a) Inspection.--On reasonable notice, a member or manager of a nonprofit association may inspect and copy, at a reasonable time and location specified by the nonprofit association, any record maintained by the nonprofit association regarding its activities, financial condition a…

(a) General rule.--Except as provided in subsection (b), a nonprofit association may not pay dividends or make distributions to a member or manager. (b) Permitted payments.--A nonprofit association may: (1) pay reasonable compensation or reimburse reasonable expenses to a member …

(a) Reimbursement.--Except as provided in the governing principles, a nonprofit association shall reimburse a member or manager for authorized expenses reasonably incurred in the course of the activities of the member or manager on behalf of the nonprofit association. (b) Indemni…

(a) General rule.--A nonprofit association may be dissolved as follows: (1) if the governing principles provide a time or method for dissolution, at that time or by that method; (2) if the governing principles do not provide a time or method for dissolution, upon approval by the …

Winding up of a nonprofit association must proceed in accordance with the following rules: (1) All known debts and liabilities shall be paid or adequately provided for. (2) Any property subject to a condition requiring return to the person designated by the donor shall be transfe…

If and to the extent canon law or similar principles applicable to a nonprofit association organized for religious purposes sets forth provisions relating to the government and regulation of the affairs of the nonprofit association that are inconsistent with the provisions of thi…