2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5504 - Adoption, amendment and contents of bylaws

§ 5504. Adoption, amendment and contents of bylaws.
(a) General rule.--
The members entitled to vote shall have the power to adopt, amend and repeal the bylaws of a nonprofit corporation. Except as provided in subsection (b), the authority to adopt, amend and repeal bylaws may be expressly vested by the bylaws in the board of directors or other body, subject to the power of the members to change such action. The bylaws may contain any provisions for managing the business and regulating the affairs of the corporation not inconsistent with law or the articles. In the case of a meeting of members, written notice shall be given to each member entitled to vote that the purpose, or one of the purposes, of a meeting is to consider the adoption, amendment or repeal of the bylaws. There shall be included in or enclosed with the notice a copy of the proposed amendment or a summary of the changes to be effected thereby. Any change in the bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change.
(b) Exception.--
Except as provided in section 5310(a) (relating to organization meeting), the board of directors or other body shall not have the authority to adopt or change a bylaw on any subject that is committed expressly to the members by any of the provisions of this subpart. See:
Subsection (d) (relating to amendment of voting provisions).
Section 5713 (relating to personal liability of directors).
Section 5721 (relating to board of directors).
Section 5725(b) (relating to selection of directors).
Section 5726(a) (relating to removal of directors by the members).
Section 5726(b) (relating to removal of directors by the board).
Section 5729 (relating to voting rights of directors).
Section 5751(a) (relating to classes and qualifications of membership).
Section 5752(c) (relating to rights of shareholders).
Section 5754(a) (relating to members grouped in local units).
Section 5755(a) (relating to regular meetings).
Section 5756 (relating to quorum).
Section 5757 (relating to action by members).
Section 5758 (relating to voting rights of members).
Section 5759(a) (relating to voting and other action by proxy).
Section 5762(a) (relating to voting by corporations).
Section 5765 (relating to judges of election).
Section 5769(a) (relating to termination and transfer of membership).
Section 5770 (relating to voting powers and other rights of certain securityholders and other entities).
Section 5975(c) (relating to predissolution provision for liabilities).
(b.1) Restated bylaws.--
Subsection (b) does not prohibit the board of directors from including in restated bylaws, without substantive change, a bylaw adopted by the members, and such a restated provision continues to have the status of a bylaw adopted by the members.
(c) Relationship of articles and bylaws.--
Where any provision of this subpart or any other provision of law refers to a rule as set forth in the bylaws of a corporation or in a bylaw adopted by the members, the reference shall be construed to include and be satisfied by any rule on the same subject as set forth in the articles of the corporation. Where any provision of this subpart or any other provision of law refers to a rule as set forth in the articles of a corporation or prohibits the articles from setting forth a rule, the contemplated rule may not be included in a bylaw or a bylaw adopted by the members.
(d) Amendment of voting provisions.--
(1) Unless otherwise restricted in a bylaw adopted by the members, whenever the bylaws require for the taking of any action by the members or a class of members a specific number or percentage of votes, the provision of the bylaws setting forth that requirement shall not be amended or repealed by any lesser number or percentage of votes of the members or of the class of members.
(2) Paragraph (1) shall not apply to a bylaw setting forth the right of members to act by unanimous written consent as provided in section 5766(a) (relating to consent of members in lieu of meeting).
(e) Cross reference.--
See section 6145 (relating to applicability of certain safeguards to foreign domiciliary corporations).
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.; July 9, 2013, P.L.476, No.67, eff. 60 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 amended subsec. (c) and added subsec. (b.1).
2013 Amendment.
Act 67 amended subsecs. (b), (c) and (d) and added subsec. (e).
1990 Amendment.
Act 198 reenacted and amended the entire section.
Cross References.
Section 5504 is referred to in sections 5103, 5757, 6145 of this title.