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Pennsylvania Statutes, Title 15

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Title 15, CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

42 chapters · 1,033 sections in this title.

All chapters in Title 151,033 Ch 57, Officers, Directors and Members69 Ch 17, Officers, Directors and Shareholders66 Ch 86, Limited Partnerships61 Ch 25, Registered Corporations57 Ch 59, Amendments, Sale of Assets and Disso…57 Ch 88, Limited Liability Companies57 Ch 3, Entity Transactions56 Ch 19, Fundamental Changes54 Ch 84, General Partnerships48 Ch 15, Corporate Powers, Duties and Safeguards39 Ch 1, General Provisions38 Ch 55, Corporate Powers, Duties and Safeguards34 Ch 73, Electric Cooperative Corporations32 Ch 91, Unincorporated Nonprofit Associations29

1,033 sections·Filtered byTitle 15✕

15 Pa.C.S. § 5715 Exercise of powers generally
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(a) General rule.--In discharging the duties of their respective positions, the board of directors, committees of the board and individual directors of a nonprofit corporation may, in considering the best interests of the corporation, consider to the extent they deem appropriate:…
15 Pa.C.S. § 5716 Alternative standard
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(a) General rule.--In discharging the duties of their respective positions, the board of directors, committees of the board and individual directors of a nonprofit corporation may, in considering the best interests of the corporation, consider the effects of any action upon emplo…
15 Pa.C.S. § 5717 Limitation on standing
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The duty of the board of directors, committees of the board and individual directors under section 5712 (relating to standard of care, justifiable reliance and business judgment rule) is solely to the nonprofit corporation and not to any member or creditor or any other person or …
15 Pa.C.S. § 5719 Renunciation of corporate opportunities
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The articles of incorporation or bylaws, or an action of the board of directors, may renounce any interest or expectancy of a nonprofit corporation in, or in being offered an opportunity to participate in, a specified corporate opportunity or specified classes or categories of co…

Showing 551–600 of 1,033

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15 Pa.C.S. § 5721 Board of directors

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Unless otherwise provided by statute or in a bylaw adopted by the members, all powers enumerated in section 5502 (relating to general powers) and elsewhere in this title or otherwise vested by law in a nonprofit corporation shall be exercised by or under the authority of the boar…

15 Pa.C.S. § 5722 Qualifications of directors

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(a) General rule.--Each director of a nonprofit corporation shall be a natural person of full age, except as provided in subsection (b), who, unless otherwise restricted in the bylaws, need not be a resident of this Commonwealth or a member of the corporation. Except as otherwise…

15 Pa.C.S. § 5723 Number of directors

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The board of directors of a nonprofit corporation shall consist of one or more members. The number of directors shall be fixed by or in the manner provided in the bylaws. If not so fixed, the number of directors shall be the same as that stated in the articles or three if no numb…

15 Pa.C.S. § 5724 Term of office of directors

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(a) General rule.--Each director of a nonprofit corporation shall hold office until the expiration of the term for which the director was selected and until a successor has been selected and qualified or until the director's earlier death, resignation or removal. Directors, other…

15 Pa.C.S. § 5725 Selection of directors

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(a) General rule.--Except as otherwise provided in this section, directors of a nonprofit corporation, other than those constituting the first board of directors, shall be elected by the members. (b) Other methods.--If a bylaw adopted by the members so provides, directors may be …

15 Pa.C.S. § 5726 Removal of directors

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(a) Removal by the members.-- (1) Unless otherwise provided in a bylaw adopted by the members, the entire board of directors, or a class of the board where the board is classified with respect to the power to select directors, or any individual director of a nonprofit corporation…

15 Pa.C.S. § 5727 Quorum of and action by directors

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(a) General rule.--Unless otherwise provided in the bylaws, a majority of the directors in office of a nonprofit corporation shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present and voting at a meeting at w…

15 Pa.C.S. § 5728 Interested directors or officers; quorum

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(a) General rule.--A contract or transaction between a nonprofit corporation and one or more of its directors or officers or between a nonprofit corporation and another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other associ…

15 Pa.C.S. § 5729 Voting rights of directors

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(a) General rule.--Unless otherwise provided in a bylaw adopted by the members every director shall be entitled to one vote. (b) Multiple and fractional voting.--The requirement of this subpart for the presence of or vote or other action by a specified percentage of directors sha…

15 Pa.C.S. § 5730 Compensation of directors

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(a) General rule.--Except as otherwise restricted in the bylaws, the board of directors of a nonprofit corporation has the authority to fix the compensation of directors for their services as directors regardless of the personal interest of the directors. A director may be a sala…

15 Pa.C.S. § 5731 Executive and other committees of the board

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(a) Establishment and powers.--Unless otherwise restricted in the bylaws: (1) The bylaws or the board of directors of a nonprofit corporation may establish one or more committees to consist of one or more directors of the corporation. (2) Any committee, to the extent provided in …

15 Pa.C.S. § 5732 Officers

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(a) General rule.--Every nonprofit corporation shall have a president, a secretary, and a treasurer, or persons who shall act as such, regardless of the name or title by which they may be designated, elected or appointed and may have such other officers as it may authorize from t…

15 Pa.C.S. § 5733 Removal of officers and agents

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Unless otherwise provided in the bylaws, any officer or agent of a nonprofit corporation may be removed by the board of directors or other body with or without cause. The removal shall be without prejudice to the contract rights, if any, of any person so removed. Election or appo…

15 Pa.C.S. § 5733.1 Officer's standard of care and justifiable reliance

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(a) General rule.--Except as otherwise provided in the bylaws, an officer shall perform the duties of an officer in good faith, in a manner the officer reasonably believes to be in the best interests of the nonprofit corporation and with such care, including reasonable inquiry, s…

15 Pa.C.S. § 5733.2 Personal liability of officers

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(a) General rule.--If a bylaw adopted by the members of a nonprofit corporation so provides, an officer shall not be personally liable, as such, for monetary damages for any action taken unless: (1) the officer has breached or failed to perform the duties of an officer under this…

15 Pa.C.S. § 5734 Other body

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The provisions of this subchapter, of Subchapters B (relating to fiduciary duty) and D (relating to indemnification) and of other provisions of law applicable to the board of directors and to directors individually shall be applicable also to any "other body" as defined in sectio…

15 Pa.C.S. § 5741 Third-party actions

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Unless otherwise restricted in its bylaws, a nonprofit corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investiga…

15 Pa.C.S. § 5742 Derivative and corporate actions

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Unless otherwise restricted in its bylaws, a nonprofit corporation shall have power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in it…

15 Pa.C.S. § 5743 Mandatory indemnification

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(a) General rule.--To the extent that a present or former director or officer of a nonprofit corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in section 5741 (relating to third-party actions) or 5742 (relating to deriva…

15 Pa.C.S. § 5744 Procedure for effecting indemnification

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Unless ordered by a court, any indemnification under section 5741 (relating to third-party actions) or 5742 (relating to derivative and corporate actions) shall be made by the nonprofit corporation only as authorized in the specific case upon a determination that indemnification …

15 Pa.C.S. § 5745 Advancing expenses

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Expenses (including attorneys' fees) incurred in defending any action or proceeding referred to in this subchapter may be paid by a nonprofit corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of the represen…

15 Pa.C.S. § 5746 Supplementary coverage

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(a) General rule.--The indemnification and advancement of expenses provided by or granted pursuant to the other sections of this subchapter shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under…

15 Pa.C.S. § 5747 Power to purchase insurance

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Unless otherwise restricted in its bylaws, a nonprofit corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another d…

15 Pa.C.S. § 5748 Application to surviving or new corporations

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(a) General rule.--Except as provided in subsection (b), for the purposes of this subchapter, references to "the corporation" include all constituent corporations absorbed in a consolidation, merger or division, as well as the surviving or new corporations surviving or resulting …

15 Pa.C.S. § 5749 Application to employee benefit plans

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For the purposes of this subchapter: (1) References to "other enterprises" shall include employee benefit plans and references to "serving at the request of the corporation" shall include any service as a representative of the nonprofit corporation that imposes duties on or invol…

15 Pa.C.S. § 5750 Duration and extent of coverage

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The indemnification and advancement of expenses provided by or granted pursuant to this subchapter shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a representative of the corporation and shall inure to the benefit of the …

15 Pa.C.S. § 5751 Classes and qualifications of membership

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(a) General rule.--Membership in a nonprofit corporation shall be of the classes, and shall be governed by the rules of admission, retention, suspension and expulsion, prescribed in bylaws adopted by the members, except that the rules shall be reasonable, germane to the purpose o…

15 Pa.C.S. § 5752 Organization on a stock share basis

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(a) General rule.--A nonprofit corporation may be organized upon either a nonstock basis or, if so provided in its articles, upon a stock share basis. (b) Form of certificates; uncertificated shares.--The shares of nonprofit corporations organized upon a stock share basis shall b…

15 Pa.C.S. § 5753 Membership certificates

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A nonprofit corporation organized upon a nonstock basis shall not issue shares of stock, but membership in the corporation may be evidenced by certificates of membership. The fact that the corporation is a nonprofit corporation shall be noted conspicuously on the face of each cer…

15 Pa.C.S. § 5754 Members grouped in local units

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(a) General rule.--The bylaws of a nonprofit corporation may provide that the members of the corporation shall be grouped in incorporated or unincorporated local units formed upon the basis of territorial areas, or other basis as may be determined in the bylaws, for the purpose o…

15 Pa.C.S. § 5755 Time of holding meetings of members

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(a) Regular meetings.--The bylaws of a nonprofit corporation may provide for the number and the time of meetings of members. Except as otherwise provided in a bylaw adopted by the members, at least one meeting of the members that are entitled to vote for the election of directors…

15 Pa.C.S. § 5756 Quorum

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(a) General rule.--A meeting of members of a nonprofit corporation duly called shall not be organized for the transaction of business unless a quorum is present. Unless otherwise provided in a bylaw adopted by the members: (1) A quorum for the purposes of consideration and action…

15 Pa.C.S. § 5757 Action by members

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(a) General rule.--Except as otherwise provided in this title or in a bylaw adopted by the members, whenever any corporate action is to be taken by vote of the members of a nonprofit corporation, it shall be authorized upon receiving the affirmative vote of a majority of the vote…

15 Pa.C.S. § 5758 Voting rights of members

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(a) General rule.--Unless otherwise provided in a bylaw adopted by the members, every member of a nonprofit corporation shall be entitled to one vote. (b) Procedures.--The following apply to voting by the members: (1) The manner of voting on any matter, including changes in the a…

15 Pa.C.S. § 5759 Voting and other action by proxy

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(a) General rule.--Voting by members of a nonprofit corporation shall be only in person unless a bylaw adopted by the members provides for voting by proxy. Unless otherwise restricted by a bylaw adopted by the members: (1) The presence of, or vote or other action at a meeting of …

15 Pa.C.S. § 5762 Voting by corporations

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(a) Voting in nonprofit corporation matters.--Unless otherwise provided in a bylaw of a nonprofit corporation adopted by the members, any other domestic or foreign corporation for profit or not-for-profit that is a member of the nonprofit corporation may vote by any of its office…

15 Pa.C.S. § 5763 Determination of members of record

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(a) Fixing record date.--Unless otherwise restricted in the bylaws, the board of directors of a nonprofit corporation may fix a time prior to the date of any meeting of members as a record date for the determination of the members entitled to notice of, or to vote at, the meeting…

15 Pa.C.S. § 5764.1 Actions by members to enforce a secondary right (Repealed)

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2001 Repeal. Section 5764.1 was repealed June 22, 2001, P.L.418, No.34, effective in 60 days.

15 Pa.C.S. § 5765 Judges of election

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(a) General rule.--Unless otherwise provided in a bylaw adopted by the members: (1) In advance of any meeting of members of a nonprofit corporation, the board of directors or other body may appoint judges of election, who need not be members, to act at the meeting or any adjournm…

15 Pa.C.S. § 5766 Consent of members in lieu of meeting

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(a) Unanimous consent.--Unless otherwise restricted in the bylaws, any action required or permitted to be taken at a meeting of the members or of a class of members of a nonprofit corporation may be taken without a meeting if a consent or consents to the action in record form are…

15 Pa.C.S. § 5767 Appointment of custodian of corporation on deadlock or other cause

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(a) General rule.--Upon application of any member, the court may appoint one or more persons to be custodians of and for any nonprofit corporation when it appears that: (1) at any meeting for the election of directors or members of an other body, the members are so divided that t…

15 Pa.C.S. § 5768 Reduction of membership below stated number

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Whenever the membership of a nonprofit corporation having a stated number of members is reduced below that number by death, withdrawal or otherwise, the corporation shall not on that account be dissolved, but it shall be lawful for the surviving or continuing members to continue …

15 Pa.C.S. § 5769 Termination and transfer of membership

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(a) General rule.--Membership in a nonprofit corporation shall be terminated in the manner provided in a bylaw adopted by the members. If membership in any such corporation is limited to persons who are members in good standing in another corporation, or in any lodge, church, clu…

15 Pa.C.S. § 5770 Voting powers and other rights of certain securityholders and other entities

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The power to vote in respect to the corporate affairs and management of a membership corporation and other membership rights as may be provided in a bylaw adopted by the members may be conferred upon: (1) Registered holders of obligations issued or to be issued by the corporation…

15 Pa.C.S. § 5781 Derivative action

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(a) General rule.--Subject to section 5782 (relating to eligible member plaintiffs and security for costs) and subsection (b), a plaintiff may maintain a derivative action to enforce a right of a nonprofit corporation only if: (1) the plaintiff first makes a demand on the corpora…

15 Pa.C.S. § 5782 Eligible member plaintiffs and security for costs

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(a) General rule.--Except as provided in subsection (b), in any action or proceeding brought by one or more members of a nonprofit corporation to enforce rights that the plaintiff claims could be, but have not been, asserted by the corporation, each plaintiff has standing to comm…