reglab/statecodes huggingface dataset:
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9115 - Ownership and transfer of property

§ 9115. Ownership and transfer of property.
(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 hold trust property.--
Every nonprofit association organized for a charitable purpose or purposes may take, receive and hold real and personal property as may be given, devised to or otherwise vested in the nonprofit association, in trust, for the purpose or purposes set forth in its governing principles. The managers of the nonprofit association shall, as trustees of the property, be held to the same degree of responsibility and accountability as other trustees, unless a lesser degree or a particular degree of responsibility and accountability is prescribed in the trust instrument, or unless the managers remain under the control of the members of the nonprofit association or third persons who retain the right to direct, and do direct, the actions of the managers as to the use of the trust property from time to time.
(d) Nondiversion of certain property.--
Property of a nonprofit association committed to charitable purposes shall not, by any proceeding under Chapter 3 (relating to entity transactions) or otherwise, be diverted from the objects to which it was donated, granted or devised, unless and until the nonprofit association obtains from the court an order under 20 Pa.C.S. Ch. 77 (relating to trusts) specifying the disposition of the property.
(July 9, 2013, P.L.476, No.67, eff. 60 days; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9116 - Statement of authority as to real property

§ 9116. Statement of authority as to real property.
(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 transfer of the property would be recorded.
(b) Contents of statement.--
The statement of authority must set forth:
(1) the name of the nonprofit association;
(2) the address in this Commonwealth, including the street and number, if any, of the nonprofit association or, if the nonprofit association does not have an address in this Commonwealth, its address outside of this Commonwealth;
(3) that the association is a nonprofit association; and
(4) the name, title or position of a person authorized to transfer an estate or interest in real property held in the name of the nonprofit association.
(c) Execution.--
A statement of authority must be executed in the same manner as a deed by a person other than the person authorized in the statement to transfer the interest.
(d) Recording fee.--
The recorder of deeds may collect a fee for recording a statement of authority in the amount authorized for recording a transfer of real property, but the mere recording of a statement of authority does not constitute a transfer of an interest in the real property for the purpose of the taxation of real property transfers.
(e) Changes.--
A document amending, revoking or canceling a statement of authority or stating that the statement is unauthorized or erroneous must meet the requirements for executing and recording an original statement.
(f) Cancellation by operation of law.--
Unless canceled earlier, a recorded statement of authority and its most recent amendment expire five years after the date of the most recent recording.
(g) Effect of filing.--
If the record title to real property is in the name of a nonprofit association and a statement of authority is recorded in the office of the recorder of deeds for the county in which a transfer of the property would be recorded, the authority of the person named in the statement to transfer is conclusive in favor of a person that gives value without notice that the person lacks authority.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 9116.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9117 - Liability

§ 9117. Liability.
(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 indirectly, by way of contribution or otherwise, for a debt, obligation or other liability of the nonprofit association solely by reason of being or acting as a member or manager.
(3) This subsection applies regardless of the dissolution of the nonprofit association.
(b) Liability for conduct.--
A person's status as a member or manager does not prevent or restrict law other than this chapter from imposing liability on the person or the nonprofit association because of the person's conduct.
(c) Agents.--
A person that makes a contract or incurs an obligation on behalf of a nonprofit association after September 9, 2013, is not liable for performance or breach of the contract or other obligation if the fact that the person was acting for the nonprofit association was disclosed to, was known by or reasonably should have been known by the other party to the contract or to the party owed performance.
(d) Observation of formalities.--
The failure of a nonprofit association to observe formalities relating to the exercise of its powers or the management of its activities and affairs is not a ground for imposing liability on a member or manager of the nonprofit association for a debt, obligation or other liability of the nonprofit association.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 9117.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9118 - Assertion and defense of claims

§ 9118. Assertion and defense of claims.
(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 manager.
(c) Representational status.--
A nonprofit association may assert a claim in its name on behalf of its members if one or more members of the nonprofit association have standing to assert a claim in their own right, the interests the nonprofit association seeks to protect are germane to its purposes and neither the claim asserted nor the relief requested requires the participation of a member.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 9118.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9119 - Effect of judgment or order

§ 9119. Effect of judgment or order.
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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9120 - Appointment of agent to receive service of process

§ 9120. Appointment of agent to receive service of process.
(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) the address, if any, in this Commonwealth; and
(3) the name of the person in this Commonwealth authorized to receive service of process and the person's address, including street and number, in this Commonwealth.
(c) Signature and effect.--
(1) A statement appointing an agent to receive service of process must be signed by:
(i) a person authorized to manage the affairs of the nonprofit association; and
(ii) the person appointed as the agent.
(2) The signing of the statement is an affirmation:
(i) by the person authorized to manage the affairs of the nonprofit association that the person has that authority; and
(ii) by the person appointed as agent that the person consents to act as agent.
(d) Amendment or cancellation.--
An amendment to or cancellation of a statement appointing an agent to receive service of process must meet the requirements for signature of an original statement. An agent may resign by delivering a resignation to the department for filing and giving notice to the nonprofit association.
(e) Rejection of statement.--
A statement appointing an agent to receive service of process may not be rejected for filing because the name of the nonprofit association signing the statement is not distinguishable on the records of the department from the name of another association appearing in those records. The filing of such a statement does not make the name of the nonprofit association signing the statement unavailable for use by another association.
(f) Effectiveness.--
A statement appointing an agent to receive service of process:
(1) takes effect on filing by the department; and
(2) is effective for five years after the date of filing unless canceled or terminated earlier.
(g) Duty of agent.--
The only duty under this chapter of an agent to receive service of process is to forward to the nonprofit association at the address most recently supplied to the agent by the nonprofit association any process, notice or demand pertaining to the nonprofit association which is served or received by the agent.
(h) Cross reference.--
See section 135 (relating to requirements to be met by filed documents).
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 9120.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9121 - Action or proceeding not abated by change of members or managers

§ 9121. Action or proceeding not abated by change of members or managers.
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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9122 - Member not agent

§ 9122. Member not agent.
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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9123 - Approval by members

§ 9123. Approval by members.
(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 all, or substantially all, of the property of the nonprofit association, with or without its goodwill, outside the ordinary course of its activities;
(5) dissolve under section 9134 (relating to dissolution);
(6) undertake any other act outside the ordinary course of the activities of the nonprofit association; or
(7) determine the policy and purposes of the nonprofit association.
(b) Other actions.--
A nonprofit association must have the approval of the members to do any other act or exercise a right that the governing principles require to be approved by members.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 9123.
Cross
References.
Section 9123 is referred to in section 9128 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9124 - Action by members

§ 9124. Action by members.
(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 for approval by the members.
(b) Procedural matters.--
The governing principles may provide for the:
(1) calling, location and timing of member meetings;
(2) notice and quorum requirements for member meetings;
(3) conduct of member meetings;
(4) taking of action by the members by consent without a meeting or by ballot;
(5) participation by members in a meeting of the members by telephone or other means of electronic communication; and
(6) taking of action by members by proxy.
(c) Absence of governing principles.--
If the governing principles do not provide for a matter described in subsection (b), customary usages and principles of parliamentary law and procedure apply.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 9124.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9125 - Duties of member

§ 9125. Duties of member.
(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 obligation of good faith and fair dealing:
(1) discharge duties under the governing principles to the nonprofit association and the other members; and
(2) exercise any rights under the governing principles and this chapter.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 9125.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9126 - Membership

§ 9126. Membership.
(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, dismissed or expelled only with the approval of the members. A person may not be admitted as a member without the person's consent.
(2) Except as provided in the governing principles, the suspension, dismissal or expulsion of a member does not relieve the member from any unpaid capital contribution, dues, assessments, fees or other obligation incurred or commitment made by the member before the suspension, dismissal or expulsion.
(b) Resignation of member.--
(1) A member may resign as a member in accordance with the governing principles. In the absence of applicable governing principles, a member may resign at any time.
(2) Except as provided in the governing principles, resignation of a member does not relieve the member from any unpaid capital contribution, dues, assessments, fees or other obligation incurred or commitment made by the member before resignation.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 9126.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9127 - Member's interest not transferable

§ 9127. Member's interest not transferable.
(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 nonprofit association:
(i) which was formed before September 9, 2013;
(ii) which was formed for the purpose of encouraging lawful associational activity among agricultural and industrial workers through the organization of a nonprofit association for mutual benefit insurance, saving or other lawful objects; and
(iii) in which the persons that organized the nonprofit association derive benefits from the preservation and continuance of the membership and interest among persons engaged in a common calling, labor or enterprise.
(2) For a nonprofit association subject to paragraph (1), the following apply:
(i) Except as set forth in subparagraph (ii), a member's interest or any right under the governing principles is transferable.
(ii) A member's interest or any right under the governing principles is nontransferable if the governing principles so provide.
(c) Assignments and pledges.--
No legal or equitable right or interest shall pass as a result of an attempted transfer in violation of:
(1) subsection (a); or
(2) a transfer restriction under subsection (b)(2)(ii).
(d) Knowledge of nontransferability.--
Whenever the interest of a member in a nonprofit association is evidenced by a certificate, an endorsement on the certificate that the certificate is nontransferable shall be conclusive evidence that the person to whom any attempted transfer of the certificate is made has knowledge of the nontransferable character of the interest of the member.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 9127.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9128 - Selection and management rights of managers

§ 9128. Selection and management rights of managers.
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 and conduct of the activities of the nonprofit association;
(5) all matters relating to the activities of the nonprofit association are decided by its managers except for matters reserved for approval by the members in section 9123 (relating to approval by members); and
(6) a difference among the managers is decided by a majority of the managers.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 9128.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9129 - Duties of managers

§ 9129. Duties of managers.
(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 would reasonably exercise in a similar position and under similar circumstances.
(2) A manager may rely in good faith on any opinion, report, statement or other information provided by another person that the manager reasonably believes is a competent and reliable source for the information.
(b) Conflicts of interest.--
(1) A manager owes a fiduciary duty of loyalty to the nonprofit association with respect to the responsibilities of the manager.
(2) After full disclosure of all material facts, a specific act or transaction that would otherwise violate the duty of loyalty by a manager may be authorized or ratified by a majority of the members that are not interested directly or indirectly in the act or transaction.
(c) Presumption.--
A manager that makes a judgment in good faith satisfies the duties specified in subsection (a) if the manager:
(1) is not interested, directly or indirectly, in the subject of the judgment and is otherwise able to exercise independent judgment;
(2) is informed with respect to the subject of the judgment to the extent the manager reasonably believes to be appropriate under the circumstances; and
(3) believes that the judgment is in or not opposed to the best interests of the nonprofit association.
(d) Limitation of liability.--
(1) Except as set forth in paragraph (2), the governing principles in record form may provide that a manager shall not be personally liable, as a manager, for monetary damages for any action taken unless:
(i) the manager has breached or failed to perform the manager's duties under this chapter; and
(ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
(2) Paragraph (1) shall not apply to:
(i) the responsibility or liability of a manager under a criminal statute; or
(ii) the liability of the manager for the payment of taxes under Federal, State or local law.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 9129.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9130 - Action by managers

§ 9130. Action by managers.
(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 submitted for approval by the managers.
(b) Procedural matters.--
The governing principles may provide for the:
(1) delegation to a manager of authority to act without a meeting of the managers;
(2) creation and authority of committees of the managers;
(3) calling, location and timing of meetings of the managers or a committee of the managers;
(4) notice and quorum requirements for meetings of the managers or a committee of the managers;
(5) conduct of meetings of the managers or a committee of the managers;
(6) taking of action by the managers or a committee of the managers by consent without a meeting or by ballot;
(7) participation by managers in a meeting of the managers or a committee of the managers by telephone or other means of electronic communication; and
(8) taking of action by a manager by proxy.
(c) Absence of governing principles.--
If the governing principles do not provide for a matter described in subsection (b), customary usages and principles of parliamentary law and procedure apply.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 9130.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9131 - Right of member or manager to information

§ 9131. Right of member or manager to information.
(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 and other circumstances, to the extent the information is material to the rights and duties of the member or manager under the governing principles.
(b) Restrictions.--
A nonprofit association may impose reasonable restrictions on access to and use of information to be furnished under this section, including designating the information confidential and imposing on the recipient obligations of nondisclosure and safeguarding.
(c) Costs.--
A nonprofit association may charge a person that makes a demand under this section reasonable copying costs.
(d) Former member or manager.--
A former member or manager is entitled to information to which the member or manager was entitled while a member or manager if:
(1) the information pertains to the period during which the person was a member or manager;
(2) the former member or manager seeks the information in good faith; and
(3) the former member or manager satisfies subsections (a), (b) and (c).
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 9131.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9132 - Distributions prohibited; compensation and other permitted payments

§ 9132. Distributions prohibited; compensation and other permitted payments.
(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 or manager for services rendered;
(2) confer benefits on or make contributions to a member or manager in conformity with its nonprofit purposes;
(3) repurchase a membership and repay a capital contribution made by a member to the extent authorized by its governing principles;
(4) repay indebtedness to a member or manager; and
(5) make distributions of property to members upon winding up and termination to the extent permitted by section 9135 (relating to winding up).
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 9132.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9133 - Reimbursement, indemnification and advancement of expenses

§ 9133. Reimbursement, indemnification and advancement of expenses.
(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) Indemnification and advancement of expenses.--
(1) A nonprofit association is subject to Ch. 57 Subch. D (relating to indemnification).
(2) For purposes of applying Ch. 57 Subch. D, references to the "articles" or "bylaws," "directors" and "members" shall mean the "governing principles," "managers" and "members," respectively.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 9133.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9134 - Dissolution

§ 9134. Dissolution.
(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 members;
(3) if no member can be located and the operations of the nonprofit association have been discontinued for at least three years, by:
(i) the managers; or
(ii) if the nonprofit association has no current manager, its last manager;
(4) by court order; or
(5) under law other than this chapter.
(b) Continuation during winding up.--
After dissolution, a nonprofit association continues in existence until its activities have been wound up under section 9135 (relating to winding up).
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013
Amendment.
Act 67 added section 9134.
Cross
References.
Section 9134 is referred to in section 9123 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9135 - Winding up

§ 9135. Winding up.
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 transferred to that person.
(3) Any property subject to a trust shall be distributed in accordance with the trust agreement.
(4) Any property committed to a charitable purpose shall be distributed in accordance with that purpose unless the nonprofit association obtains a court order under 20 Pa.C.S. Ch. 77 (relating to trusts) specifying the disposition of the property.
(5) Any remaining property shall be distributed as follows:
(i) Distribution shall be made:
(A) in accordance with the governing principles of the nonprofit association; or
(B) in the absence of applicable governing principles, to the members of the nonprofit association:
(I) per capita; or
(II) as the members direct.
(ii) If subparagraph (i) does not apply, distribution shall be made under Article XIII.1 of the act of April 9, 1929 (P.L.343, No.176), known as The Fiscal Code.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013
Amendment.
Act 67 added section 9135.
Cross
References.
Section 9135 is referred to in sections 9132, 9134 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 91 - Unincorporated Nonprofit Associations › Section 9136 - Subordination of chapter to canon law

§ 9136. Subordination of chapter to canon law.
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 this chapter on the same subject, the provisions of canon law or similar principles shall control except to the extent prohibited by the Constitution of the United States or the Constitution of Pennsylvania.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 added section 9136.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 93 - Professional Associations › Extra - Chapter Notes

Enactment.
Chapter 93 was added December 21, 1988, P.L.1444, No.177, effective October 1, 1989.
Cross References.
Chapter 93 is referred to in section 2905 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 93 - Professional Associations › Section 9302 - Application of chapter

§ 9302. Application of chapter.
(a) General rule.--
This chapter shall apply to and the word "association" in this chapter shall mean a professional association organized under the act of August 7, 1961 (P.L.941, No.416), known as the Professional Association Act, which has not:
(1) Reorganized as an electing partnership under Chapter 87 (relating to electing partnerships).
(2) Elected to become a professional corporation in the manner provided by section 2905 (relating to election of professional associations to become professional corporations).
(3) Converted to a limited liability company under Subchapter E of Chapter 3 (relating to conversion).
(b) No new associations.--
An association may not be originally organized under this chapter.
(Dec. 7, 1994, P.L.703, No.106, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
References in Text.
The act of August 7, 1961, P.L.941, No.416, known as the Professional Association Act, referred to in subsec. (a), was repealed December 21, 1988, P.L.1444, No.177.
Cross References. Section 9302 is referred to in section 102 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 93 - Professional Associations › Section 9303 - Definitions

§ 9303. Definitions.
The following words and phrases when used in this chapter shall have the meanings given to them in this section unless the context clearly indicates otherwise:
"Associates."
The members of any association.
"Profession."
Includes all occupations legally or traditionally designated as professions in which members by law (apart from Chapter 29 (relating to professional corporations)), tradition or ethics are forbidden to incorporate for the purpose of rendering professional services, including, but not limited to, architects, attorneys at law, certified public accountants, chiropractors, dentists, osteopaths, physicians and surgeons.
"Professional service."
Any type of service which can be rendered by the member of any profession within the purview of that profession.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 93 - Professional Associations › Section 9304 - Purpose of association

§ 9304. Purpose of association.
An association may be organized only for the purpose of rendering the one specific kind of professional service its associates are authorized to render, and it shall not engage in any business other than rendering the professional service for which it was organized. The professional services shall be rendered subject to rules and regulations of the professional licensing boards with particular reference to manner of practice, number of locations of practice and professional conduct as well as any other matter which may properly come within the jurisdiction of the professional licensing boards. However, it may invest its funds in real estate, mortgages, shares, bonds or any other type of investment, and it may own real and personal property necessary or appropriate for rendering its professional service.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 93 - Professional Associations › Section 9305 - Articles of association

§ 9305. Articles of association.
(a) General rule.--
The articles of association shall contain the name of the association, the names and addresses of all of the associates, the address of the principal office of the association and a general purpose clause of the association. One copy of the articles of association, fully executed, shall be filed with the office of the clerk of the court of common pleas of the county in which the association has its principal office.
(b) Amended articles of association.--
Amended articles of association shall be filed in the Department of State by the association within 30 days of any change in its membership or principal office address.
(c) Statement of summary of record.--
The association shall be subject to section 1311 (relating to filing of statement of summary of record by certain corporations) to the same extent as if it were a business corporation except that any subsistence certificate issued by the department thereunder shall state that the association is a professional association duly existing under the laws of this Commonwealth.
(d) Cross reference.--
See section 134 (relating to docketing statement).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 93 - Professional Associations › Section 9306 - Board of governors

§ 9306. Board of governors.
The associates shall elect a board of governors which shall manage all of the affairs of the association. The membership of the board of governors shall consist of one or more persons who may but need not be associates. The board shall elect a chairman, a secretary, a treasurer and any other officers it deems necessary for the successful management of the association.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 93 - Professional Associations › Section 9307 - Bylaws

§ 9307. Bylaws.
The associates shall adopt bylaws to regulate the affairs of the association. The bylaws shall provide for:
(1) The method of election of the members of the board of governors.
(2) The number of members of the board of governors.
(3) The method of election of officers of the board of governors.
(4) The dates of the regular meetings of the associates which shall occur at least once each year.
(5) The dates of the regular meetings of the board of governors which shall occur at least once each year.
(6) A method for determining the values of the respective interests of the associates.
(7) The method of amending the bylaws.
(8) The term of existence of the association.
(9) Such other provisions as the associates may deem necessary for the successful regulation of the affairs of the association.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 93 - Professional Associations › Section 9308 - Employees

§ 9308. Employees.
The board of governors may engage such employees as it deems necessary for the operation of the association. An employee shall not be engaged to render professional services unless he is duly licensed or otherwise legally authorized to render the professional services in this Commonwealth except that the association may engage agents or employees who are not duly licensed or otherwise legally authorized to render professional services to render services of a nonprofessional nature. An associate may be an employee of the association.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 93 - Professional Associations › Section 9310 - Distribution of excess earnings

§ 9310. Distribution of excess earnings.
The board of governors may establish what portion of excess earnings of the association shall be distributed among the associates. Any distribution of excess earnings of the association shall be made to each associate according to his proportionate ownership in the association.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 93 - Professional Associations › Section 9312 - Transfer of interests

§ 9312. Transfer of interests.
Any associate or the personal representative of his estate may transfer, in whole or in part, his interest in an association only to a transferee who is licensed or otherwise legally authorized to render the same kind of professional service which the association was organized to render. If any restrictions are imposed on the right to transfer, the restrictions shall be specifically set forth in the bylaws of the association, and reference to the restriction shall be set forth either generally or specifically on any certificates which evidence ownership in the association.
Cross References.
Section 9312 is referred to in section 9318 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 93 - Professional Associations › Section 9313 - Redemption of interests

§ 9313. Redemption of interests.
An association may, upon agreement with any associate (including any associate who has been expelled) or the personal representative of his estate, redeem the interest in the association of the associate or his estate.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 93 - Professional Associations › Section 9314 - Term of existence

§ 9314. Term of existence.
An association may be organized for any term of years or its existence may be perpetual. Neither death, bankruptcy, resignation, expulsion, insanity, retirement nor transfer or redemption of the interest of any associate shall cause its dissolution.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 93 - Professional Associations › Section 9317 - Liability of associates

§ 9317. Liability of associates.
(a) Joint and several liability.--
All of the associates of an association are liable, jointly and severally, for:
(1) The torts of any agent or employee of the association committed while the agent or employee is acting within the ordinary course of operation of the association.
(2) The misapplication by any associate of any money or property of a third person if the money or property was received by the association in the ordinary course of its operation.
(b) Joint liability.--
All of the associates of an association are liable, jointly, for all debts and legal obligations of the association other than those chargeable under subsection (a).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 93 - Professional Associations › Section 9318 - Professional disqualifications

§ 9318. Professional disqualifications.
If any agent or employee of the association engaged for the purpose of rendering professional services or any associate becomes legally disqualified to render professional services, the agency or employment shall be immediately terminated upon disqualification and, in the case of an associate, the associate shall be immediately expelled from the association. The expelled associate shall have the right to transfer his interest in the association in accordance with section 9312 (relating to transfer of interests).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 93 - Professional Associations › Section 9319 - Dissolution

§ 9319. Dissolution.
(a) General rule.--
An association shall be dissolved only upon the occurrence of one of the following:
(1) Expiration of the term of existence as provided in the bylaws of the association but not until articles of dissolution have been filed as provided in subsection (c).
(2) Upon vote of a majority (or such percentage as may be provided in the bylaws but in no event less than a simple majority) of the associates, voting according to their proportionate shares of ownership, to dissolve prior to the expiration of the term of existence of the association.
(b) Procedure.--
If a special meeting is called for the purpose of voting to dissolve an association, notice shall be given to each of the associates at his address of record with the association of the time, place and purpose of the meeting, by first class mail, at least ten days prior to the meeting unless a greater period is required by the bylaws.
(c) Articles of dissolution.--
The association shall file articles of dissolution substantially as provided by section 1977 (relating to articles of dissolution).
(d) Effect of dissolution.--
Upon dissolution, all debts and obligations of the association shall be satisfied and, if any property of the association remains, it shall be divided among the associates proportionally according to their ownership in the association. If all of the debts and legal obligations of the association have not been satisfied at the time of dissolution, all of the associates shall remain jointly and severally liable until all the debts and obligations are satisfied.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 95 - Business Trusts › Extra - Chapter Notes

Enactment.
Chapter 95 was added December 21, 1988, P.L.1444, No.177, effective October 1, 1989.
Cross References.
Chapter 95 is referred to in sections 102, 327 of this title; section 711 of Title
            20 (Decedents, Estates and Fiduciaries).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 95 - Business Trusts › Section 9501 - Application and effect of chapter

§ 9501. Application and effect of chapter.
(a) General rule.--
(1) Unless the context clearly indicates otherwise, this chapter shall apply to and the words "business trust" in this chapter shall mean an association organized as a trust:
(i) Whose deed of trust or other organic document has been filed in the department and is in effect under this chapter.
(ii) Whose deed of trust or other organic document states, by amendment or otherwise, that the trust exists subject to the provisions of this chapter, in the case of a business trust heretofore established under the laws of this Commonwealth or heretofore or hereafter established under the laws of any other jurisdiction.
(2) The words "business trust" in this chapter shall not include:
(i) A trust contemplated by section 1768 (relating to voting trusts and other agreements among shareholders) or any similar provision of law.
(ii) A trust for creditors.
(iii) A mortgage, deed of trust or other indenture or similar instrument or agreement under which debt securities are outstanding or to be issued.
(iv) A trust for the benefit of one or more investors with respect to a lease of real or personal property, unless the instrument creating the trust is filed under this chapter.
(b) No franchise.--
This chapter shall not confer on a business trust the power to engage in any activity that may be undertaken only in corporate form.
(c) Effect on taxation.--
This chapter is enacted to codify and clarify certain common law principles applicable to business trusts and is not intended to affect the liability of any business trust to any tax. A trust that is subject to this chapter shall not be deemed to be organized or created by or under this or any other statute or to have the benefit of any state franchise for the purpose of existing law relating to taxation.
(d) Multistate application.--
It is the intent of the General Assembly in enacting this chapter that the legal existence of business trusts organized in this Commonwealth be recognized outside the boundaries of this Commonwealth and that, subject to any reasonable requirement of registration, a domestic business trust transacting business outside this Commonwealth be granted protection of full faith and credit under the Constitution of the United States.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 7, 1994, P.L.703, No.106, eff. 60 days; Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)
1994 Partial Repeal.
Section 42(c) of Act 48 of 1994 provided that subsection (c) is repealed to the extent that it would affect any tax imposed under Articles III, IV and VI of the act of March 4, 1971 (P.L.6, No.2), known as the Tax Reform Code of 1971, for any taxable year beginning on or after January 1, 1995.