reglab/statecodes huggingface dataset:
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 53 - Incorporation › Section 5309 - Effect of filing of articles of incorporation

§ 5309. Effect of filing of articles of incorporation.
(a) Corporate existence.--
Upon the filing of the articles of incorporation in the department or upon the effective date specified in the articles of incorporation, whichever is later, the corporate existence shall begin.
(b) Evidence of incorporation.--
Subject to the provisions of section 503 (relating to actions to revoke corporate franchises), the articles of incorporation filed in the department, or recorded in the office of the recorder of deeds under the former provisions of law, shall be conclusive evidence of the fact that the corporation has been incorporated.
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; July 9, 2013, P.L.476, No.67, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 53 - Incorporation › Section 5310 - Organization meeting

§ 5310. Organization meeting.
(a) General rule.--
After the corporate existence begins, an organization meeting of the initial directors or, if directors are not named in the articles, of the incorporators shall be held, within or without this Commonwealth, for the purpose of adopting bylaws, which they shall have authority to do at the meeting; of electing directors, if directors are not named in the articles; and of transacting other business as may come before the meeting. A bylaw adopted at the organization meeting of directors or incorporators shall be deemed to be a bylaw adopted by the members for the purposes of this subpart and any other provision of law.
(b) Call of and action at meeting.--
The meeting may be held at the call of any director or, if directors are not named in the articles, of any incorporator who shall give at least five days' notice of the meeting to each other director or incorporator. The notice shall set forth the time and place of the meeting. For the purposes of this section, any director or incorporator may act in person, by consent or by proxy signed by him or his attorney-in-fact.
(c) Death or incapacity of directors or incorporators.--
If a designated director or an incorporator dies or is for any reason unable to act at the meeting, the other or others may act. If there is no other designated director or incorporator able to act, any person for whom a director or incorporator was acting as agent may act or appoint another to act in his stead.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
Cross References.
Section 5310 is referred to in section 5504 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 53 - Incorporation › Section 5311 - Filing of statement of summary of record by certain corporations

§ 5311. Filing of statement of summary of record by certain corporations.
(a) General rule.--
Where any of the charter documents of a nonprofit corporation are not on file in the Department of State or there is an error in any such document as transferred to the department pursuant to section 140 (relating to custody and management of orphan corporate and business records), and the corporation desires to file any document in the department under any other provision of this subpart or the corporation desires to secure from the department any certificate to the effect that the corporation is a corporation duly incorporated and existing under the laws of this Commonwealth or a certified copy of the articles of the corporation or the corporation desires to correct the text of its charter documents as on file in the department, the corporation shall file in the department a statement of summary of record which shall be executed by the corporation and shall set forth:
(1) The name of the corporation and, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the location, including street and number, if any, of its registered office.
(2) The statute by or under which the corporation was incorporated.
(3) The name under which, the manner in which and the date on which the corporation was originally incorporated, including the date when and the place where the original articles were recorded.
(4) The place or places, including volume and page numbers or their equivalent, where the documents that are not on file in the department or that require correction in the records of the department were originally filed or recorded, the date or dates of each filing or recording and the correct text of the documents. The information specified in this paragraph may be omitted in a statement of summary of record that is delivered to the department contemporaneously with amended and restated articles of the corporation filed under this subpart.
(5) (Deleted by amendment).
(b) Validation of prior defects in incorporation.--
Upon the filing of a statement by a corporation under this section or the transfer to the department of the records relating to a corporation pursuant to section 140, the corporation shall be deemed to be a validly subsisting corporation to the same extent as if it had been duly incorporated and was existing under this subpart and the department shall so certify regardless of any absence of or defect in the prior proceedings relating to incorporation.
(c) Cross references.--
See sections 134 (relating to docketing statement), 135 (relating to requirements to be met by filed documents) and 5106(b)(2) (relating to limited uniform application of subpart).
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001, P.L.418, No.34, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 53 - Incorporation › Section 5331 - Incorporation of unincorporated associations

§ 5331. Incorporation of unincorporated associations.
In the case of the incorporation as a nonprofit corporation under this subpart of an unincorporated association, the articles of incorporation shall contain, in addition to the provisions required in Subchapter A (relating to incorporation generally), a statement that the incorporators constitute a majority of the members of the committee authorized to incorporate the association by the requisite vote required by the organic law of the association for the amendment of the organic law.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
Cross References.
Section 5331 is referred to in section 9111 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Extra - Chapter Notes

Enactment.
Chapter 55 was added as Chapter 75 November 15, 1972, P.L.1063, No.271, effective
            in 90 days. Chapter 75 was renumbered to Chapter 55 December 21, 1988, P.L.1444, No.177,
            effective October 1, 1989.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5501 - Corporate capacity

§ 5501. Corporate capacity.
Except as provided in section 103 (relating to subordination of title to regulatory laws), a nonprofit corporation shall have the legal capacity of natural persons to act.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5503 - Defense of ultra vires

§ 5503. Defense of ultra vires.
(a) General rule.--
A limitation upon the business, purposes or powers of a nonprofit corporation, expressed or implied in its articles or bylaws or implied by law, shall not be asserted in order to defend any action at law or in equity between the corporation and a third person, or between a member and a third person, involving any contract to which the corporation is a party or any right of property or any alleged liability of whatever nature, but the limitation may be asserted:
(1) In an action by a member against the corporation to enjoin the doing of unauthorized acts or the transaction or continuation of unauthorized business. If the unauthorized acts or business sought to be enjoined are being transacted pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the action and if it deems the result to be equitable, set aside and enjoin the performance of the contract, and in so doing shall allow to the corporation, or to the other parties to the contract, as the case may be, such compensation as may be appropriate for the loss or damage sustained by any of them from the action of the court in setting aside and enjoining the performance of the contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.
(2) In any action by or in the right of the corporation to procure a judgment in its favor against an incumbent or former officer, director or member of an other body of the corporation for loss or damage due to his unauthorized acts.
(3) In a proceeding by the Commonwealth under section 503 (relating to actions to revoke corporate franchises) or in a proceeding by the Commonwealth to enjoin the corporation from the doing of unauthorized or unlawful business.
(b) Conveyances of property by or to a corporation.--
A conveyance or transfer by or to a nonprofit corporation of property, real or personal, of any kind or description, shall not be invalid or fail because in making the conveyance or transfer, or in acquiring the property, real or personal, any representative of the corporation acting within the scope of the actual or apparent authority given to him by the corporation has exceeded any of the purposes or powers of the corporation.
(c) Cross reference.--
See section 6146 (relating to provisions applicable to all foreign corporations).
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; June 22, 2001, P.L.418, No.34, eff. 60 days)
Cross References.
Section 5503 is referred to in section 6146 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5505 - Persons bound by bylaws

§ 5505. Persons bound by bylaws.
Except as otherwise provided by section 5713 (relating to personal liability of directors) or any similar provision of law, the bylaws of a nonprofit corporation are binding on the members, directors, members of an other body and officers of the corporation with respect to its internal affairs whether or not a member, director, member of an other body or officer has actual knowledge of the provisions of the bylaws, but a bylaw shall not affect contracts or other dealings with other persons, unless those persons have actual knowledge of the bylaw.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001, P.L.418, No.34, eff. 60 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5506 - Form of execution of instruments

§ 5506. Form of execution of instruments.
(a) General rule.--
Any form of execution provided in the articles or bylaws to the contrary notwithstanding, any note, mortgage, evidence of indebtedness, contract or other document, or any assignment or endorsement thereof, executed or entered into between any nonprofit corporation and any other person, when signed by one or more officers or agents having actual or apparent authority to sign it, or by the president or vice-president and secretary or assistant secretary or treasurer or assistant treasurer of the corporation, shall be held to have been properly executed for and in behalf of the corporation.
(b) Seal unnecessary.--
The affixation of the corporate seal shall not be necessary to the valid execution, assignment or endorsement by a corporation of any instrument or other document.
(c) Cross reference.--
See section 6146 (relating to provisions applicable to all foreign corporations).
(June 22, 2001, P.L.418, No.34, eff. 60 days)
Cross References.
Section 5506 is referred to in section 6146 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5507 - Registered office

§ 5507. Registered office.
(a) General rule.--
Every nonprofit corporation shall have and continuously maintain in this Commonwealth a registered office which may, but need not, be the same as its place of business.
(b) Statement of change of registered office.--
After incorporation, a change of the location of the registered office may be authorized at any time by the board of directors or other body. Before the change of location becomes effective, the corporation shall include the change in an annual report under section 146 (relating to annual report), amend its articles under the provisions of this subpart to reflect the change or deliver to the Department of State for filing a statement of change of registered office executed by the corporation, setting forth:
(1) The name of the corporation.
(2) The address, including street number, if any, of its then registered office.
(3) The address, including street number, if any, to which the registered office is to be changed.
(4) A statement that the change was authorized by the board of directors or other body.
(c) Alternative procedure.--
A corporation may satisfy the requirements of this subpart concerning the maintenance of a registered office in this Commonwealth by setting forth in any document filed in the department under any provision of this subpart that permits or requires the statement of the address of its then registered office, in lieu of that address, the statement authorized by section 109(a) (relating to name of commercial registered office provider in lieu of registered address).
(d) Effect of statement.--
A statement regarding the registered office of a corporation set forth in a document filed in the department pursuant to this section shall operate as an amendment of the articles.
(e) Cross reference.--
See section 134 (relating to docketing statement).
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 amended subsec. (b), relettered former subsec. (d) to subsec. (e) and added present subsec. (d).
1990 Amendment.
Act 198 reenacted and amended the entire section.
Cross References.
Section 5507 is referred to in section 5103 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5510 - Certain specifically authorized debt terms

§ 5510. Certain specifically authorized debt terms.
(a) Interest rates.--
A nonprofit corporation shall not plead or set up usury, or the taking of more than the lawful rate of interest, or the taking of any finance, service or default charge in excess of any maximum rate therefor provided or prescribed by law, as a defense to any action or proceeding brought against it to recover damages on, or to enforce payment of, or to enforce any other remedy on, any obligation executed or effected by the corporation.
(b) Yield maintenance premiums.--
A prepayment premium determined by reference to the approximate spread between the yield at issuance, or at the date of amendment of any of the terms, of an obligation of a corporation and the yield at or about such date of an interest rate index of independent significance and contingent upon a change in the ownership of or memberships in the corporation or a default by or other change in the condition or prospects of the corporation or any affiliate of the corporation shall be deemed liquidated damages and shall not constitute a penalty.
(c) Definitions.--
As used in this section, the following words and phrases shall have the meanings given to them in this subsection:
"Affiliate." An affiliate or associate as defined in section 2552 (relating to definitions).
"Obligation." Includes an installment sale contract.
(d) Cross reference.--
See section 6146 (relating to provisions applicable to all foreign corporations).
(June 22, 2001, P.L.418, No.34, eff. 60 days)
Cross References.
Section 5510 is referred to in section 6146 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5511 - Establishment of subordinate units

§ 5511. Establishment of subordinate units.
A nonprofit corporation may establish and terminate local branches, chapters, councils, clubs, churches, lodges, parishes or other subordinate units regardless of their designation, form of government, incorporated or unincorporated status or relationship to the corporation or other supervising and controlling organization of which the corporation is a member or with which it is in allegiance and to which it is subordinate.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 reenacted section 5511.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5513 - Forum selection provisions

§ 5513. Forum selection provisions.
(a) General rule.--
The bylaws may require that an internal corporate claim must be brought exclusively in a specified court or courts of this Commonwealth and, if so specified, also in other courts sitting in this Commonwealth or in any other jurisdiction with which the nonprofit corporation has a reasonable relationship.
(b) Jurisdiction.--
A provision of the bylaws adopted under subsection (a) shall not have the effect of conferring jurisdiction on any court or over any person or claim and shall not apply if none of the courts specified in the provision has the requisite personal and subject matter jurisdiction. If none of the courts of this Commonwealth specified in a provision adopted under subsection (a) has the requisite personal and subject matter jurisdiction and another court of this Commonwealth does have such jurisdiction, then the internal corporate claim may be brought in the court with jurisdiction, notwithstanding that it is not specified in the provision.
(c) Definition.--
For the purposes of this section:
(1) Except as provided in paragraph (2), "internal corporate claim" means:
(i) an action that is based upon an alleged violation of a duty owed to the nonprofit corporation under the laws of this Commonwealth by a current or former director, member of an other body, officer or member in that capacity;
(ii) a derivative action or proceeding brought on behalf of the corporation;
(iii) an action asserting a claim arising pursuant to any provision of:
(A) this title;
(B) the articles of incorporation or bylaws; or
(C) an agreement regarding the governance of the corporation or the transfer of memberships in the corporation if:
(I) the corporation and at least one member are parties to the agreement or stated or intended beneficiaries thereof; and
(II) the agreement is entered into after the adoption of the forum selection provision under this section and the agreement does not contain an inconsistent forum selection provision; or
(iv) any action asserting a claim regarding the internal affairs of the corporation that is not included in subparagraphs (i), (ii) and (iii).
(2) An internal corporate claim does not include a claim, action or proceeding described in paragraph (1) that is subject to section 5107 (relating to subordination of subpart to canon law).
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 added section 5513.
Cross References. Section 5513 is referred to in section 102 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5541 - Capital contributions of members

§ 5541. Capital contributions of members.
(a) General rule.--
A nonprofit corporation organized on a nonstock basis may provide in its bylaws that members, upon or subsequent to admission, shall make capital contributions. The amount shall be specified in, or fixed by the board of directors or other body pursuant to authority granted by, the bylaws. The requirement of a capital contribution may apply to all members, to the members of a single class or to members of different classes in different amounts or proportions.
(b) Consideration receivable.--
The capital contribution of a member, unless otherwise provided in the bylaws:
(1) May consist of money, obligations (including an obligation of a member), services performed whether or not contracted for, contracts for services to be performed, memberships in or securities or obligations of the corporation or any other tangible or intangible property or benefit to the corporation. If a capital contribution is made in a form other than money, the value of the contribution shall be determined by or in the manner provided by the board of directors or other body.
(2) Shall be provided or paid to or as ordered by the corporation.
(c) Evidence of contribution.--
The capital contribution of a member shall be recorded on the books of the corporation and may be evidenced by a written instrument delivered to the member, but the instrument shall not be denominated a "share certificate" or by any other word or term implying that the instrument is a share certificate subject to section 5752 (relating to organization on a stock share basis).
(d) Transferability of interest.--
Unless otherwise provided in the bylaws, the capital contribution of a member shall not be transferable.
(e) Repayment of contribution.--
The capital contribution of a member shall not be repaid by the corporation except upon dissolution of the corporation or as provided in this subpart. A corporation may provide in its bylaws that its capital contributions, or some of them, shall be repayable, in whole or in part, at the option of the corporation only, in the amount or amounts (not to exceed the amount of the capital contribution), within the period or periods and on the terms and conditions, not inconsistent with this subpart, as are stated in, or fixed by the board of directors or other body pursuant to authority granted by, the bylaws.
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; July 9, 2013, P.L.476, No.67, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5543 - Debt and security interests

§ 5543. Debt and security interests.
(a) General rule.--
Unless otherwise provided in the bylaws, a nonprofit corporation may issue its bonds or other obligations for an amount and form of consideration as may be determined by or in the manner provided by the board of directors or other body.
(b) Creation of lien on real or personal property.--
The board of directors or other body may authorize any mortgage or pledge of, or the creation of a security interest in, all or any part of the real or personal property of the corporation, or any interest in the real or personal property. No application to or confirmation by a court shall be required, and, unless otherwise restricted in the bylaws, no vote or consent of the members shall be required to make effective the action by the board or other body.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5543.1 - Usury not a defense (Repealed)

§ 5543.1. Usury not a defense (Repealed).
2001 Repeal.
Section 5543.1 was repealed June 22, 2001, P.L.418, No.34, effective in 60 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5544 - Dues and assessments

§ 5544. Dues and assessments.
(a) General rule.--
A nonprofit corporation may levy dues or assessments, or both, on its members, if authority to do so is conferred by the bylaws, subject to any limitations contained in the bylaws. The dues or assessments, or both, may be imposed upon all members of the same class either alike or in different amounts or proportions, and upon a different basis upon different classes of members. Members of one or more classes may be made exempt from either dues or assessments, or both, in the manner or to the extent provided in the bylaws.
(b) Amount and method of collection.--
The amount of the levy and method of collection of the dues or assessments, or both, may be fixed in the bylaws, or the bylaws may authorize the board of directors or other body to fix the amount of the dues or assessments from time to time, and make them payable at the time and by the methods of collection as the board of directors or other body may prescribe.
(c) Enforcement of payment.--
A nonprofit corporation may make bylaws necessary to enforce the collection of dues or assessments, including provisions for the termination of membership, upon reasonable notice, for nonpayment of dues or assessments, and for reinstatement of membership.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
Cross References.
Section 5544 is referred to in section 5769 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5545 - Income from corporate activities

§ 5545. Income from corporate activities.
A nonprofit corporation whose lawful activities involve among other things the charging of fees or prices for its services or products, shall have the right to receive such income and, in so doing, may make an incidental profit. All such incidental profits shall be applied to the maintenance and operation of the lawful activities of the corporation, and in no case shall be divided or distributed in any manner whatsoever among the members, directors, or officers of the corporation. As used in this section the terms fees or prices do not include rates of contribution, fees or dues levied under an insurance certificate issued by a fraternal benefit society, so long as the distribution of profits arising from said fees or prices is limited to the purposes set forth in this section and section 5551 (relating to dividends prohibited; compensation and certain payments authorized).
(July 30, 1975, P.L.128, No.63; Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5546 - Purchase, sale, mortgage and lease of real property

§ 5546. Purchase, sale, mortgage and lease of real property.
Except as otherwise provided in this subpart and unless otherwise provided in the bylaws, no application to or confirmation of any court shall be required for the purchase by or the sale, lease or other disposition of the real or personal property, or any part of the real or personal property, of a nonprofit corporation, and, unless otherwise restricted in section 5930 (relating to voluntary transfer of corporate assets) or in the bylaws, no vote or consent of the members shall be required to make effective such action by the board or other body. If the property is subject to a trust, the conveyance away shall be free of trust, and the trust shall be impinged upon the proceeds of the conveyance.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5546.1 - Insolvency or bankruptcy (Repealed)

§ 5546.1. Insolvency or bankruptcy (Repealed).
2001 Repeal.
Section 5546.1 was repealed June 22, 2001, P.L.418, No.34, effective in 60 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5547 - Authority to take and hold trust property

§ 5547. Authority to take and hold trust property.
(a) General rule.--
Every nonprofit corporation incorporated for a charitable purpose or purposes may take, receive and hold such real and personal property as may be given, devised to, or otherwise vested in such corporation, in trust, for the purpose or purposes set forth in its articles. The board of directors or other body of the corporation shall, as trustees of such property, be held to the same degree of responsibility and accountability as if not incorporated, unless a less degree or a particular degree of responsibility and accountability is prescribed in the trust instrument, or unless the board of directors or such other body remain under the control of the members of the corporation or third persons who retain the right to direct, and do direct, the actions of the board or other body as to the use of the trust property from time to time.
(b) Nondiversion of certain property.--
Property committed to charitable purposes shall not, by any proceeding under Chapter 3 (relating to entity transactions) or 59 (relating to amendments, sale of assets and dissolution) or otherwise, be diverted from the objects to which it was donated, granted or devised, unless and until the board of directors or other body obtains from the court an order under 20 Pa.C.S. Ch. 77 (relating to trusts) specifying the disposition of the property.
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Oct. 27, 2010, P.L.837, No.85, eff. 60 days; 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. (b).
Cross References.
Section 5547 is referred to in sections 202, 5548, 5548.1, 5549, 5746, 5916, 5930, 5976, 5989 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5548.1 - Nonjudicial settlement agreement

§ 5548.1. Nonjudicial settlement agreement.
Notwithstanding section 5547(b) (relating to authority to take and hold trust property):
(1) Except as expressly provided in the gift instrument and as otherwise provided in paragraph (2), if the donor placed restrictions on the use or management of property transferred to a nonprofit corporation, the donor, together with the nonprofit corporation holding the property, may enter into a binding nonjudicial settlement agreement with respect to any matter involving the property, including a restriction.
(2) A nonjudicial settlement agreement is valid only to the extent it includes terms and conditions that the court could approve under this chapter or other applicable law and that the property remains committed to a charitable purpose or purposes.
(3) A nonprofit corporation may request the court to review a nonjudicial settlement agreement in order to determine whether the agreement contains terms and conditions the court could have approved.
(4) A proceeding commenced to enforce a gift instrument related to assets held by a nonprofit corporation for a charitable purpose, whether or not subject to a nonjudicial settlement agreement, may be brought by the donor during the donor's lifetime or at any time by the Office of Attorney General, by a charitable organization expressly named in the gift instrument and nonjudicial settlement agreement, if applicable, to receive any portion of the assets governed by the gift instrument and nonjudicial settlement agreement, if applicable, or by any other person having standing to do so, which may include anyone appointed in the gift instrument.
(July 23, 2020, P.L.681, No.71, eff. imd.)
2020 Amendment.
Act 71 added section 5548.1.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5549 - Transfer of trust or other assets to institutional trustee

§ 5549. Transfer of trust or other assets to institutional trustee.
(a) General rule.--
Any nonprofit corporation holding or receiving assets under section 5547 (relating to authority to take and hold trust property) may, by appropriate action of its board of directors or other body, transfer, which transfer may be either revocable or irrevocable, any such assets to a corporate trustee, which shall be a bank and trust company or a trust company incorporated under the laws of this Commonwealth or a national banking association having fiduciary powers and having its principal office in this Commonwealth, as trustee and with like investment restrictions. In like manner the corporation may transfer, which transfer shall be revocable, any other part of its assets to such a corporate trustee, subject to the same powers, restrictions and obligations with respect to investment as are applicable to the corporation itself.
(b) Relief from liability.--
Upon such transfer the board of directors or other body of the corporation shall be relieved of all liability for the administration of such assets for as long as such assets are administered by the corporate trustee.
(c) Amount and frequency of payment.--
Such corporate trustee shall pay, at least semi-annually or at more frequent intervals if so agreed, the net income from such assets, which income may be determined under section 5548(c) (relating to investment of trust funds) if such election is properly made by the board of directors or other body of the corporation, to the corporation for use and application to the purpose or purposes for which the assets were received by the corporation.
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 21, 1998, P.L.1067, No.141, eff. imd.)
1998 Amendment.
Act 141 amended subsec. (c). Section 4 of Act 141 provided that the amendment of subsec. (c) shall apply to all trusts, whether created before, on or after the effective date of Act 141.
1988 Amendment.
Act 177 amended subsec. (a).
Cross References.
Section 5549 is referred to in sections 5548, 5585 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5550 - Devises, bequests and gifts after certain fundamental changes

§ 5550. Devises, bequests and gifts after certain fundamental changes.
A devise, bequest or gift to be effective in the future, in trust or otherwise, to or for a nonprofit corporation which has:
(1) changed its purposes;
(2) sold, leased away or exchanged all or substantially all its property and assets;
(3) been converted into a business corporation;
(4) become a party to a consolidation or a division;
(5) become a party to a merger which it did not survive; or
(6) been dissolved;
after the execution of the document containing the devise, bequest or gift and before the nonprofit corporation acquires a vested interest in the devise, bequest or gift shall be effective only as a court having jurisdiction over the assets may order under 20 Pa.C.S. Ch. 77 (relating to trusts) or other applicable provisions of law.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
Cross References. Section 5550 is referred to in section 314 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5551 - Dividends prohibited; compensation and certain payments authorized

§ 5551. Dividends prohibited; compensation and certain payments authorized.
(a) General rule.--
A nonprofit corporation shall not pay dividends or distribute any part of its income or profits to its members, directors, or officers. Nothing herein contained shall prohibit a fraternal benefit society operating under the insurance laws of Pennsylvania from paying dividends or refunds by whatever name known pursuant to the terms of its insurance contracts.
(b) Reasonable compensation for services.--
A nonprofit corporation may pay compensation in a reasonable amount to members, directors, or officers for services rendered.
(c) Certain payments authorized.--
A nonprofit corporation may confer benefits upon members or nonmembers in conformity with its purposes, may repay capital contributions, and may redeem its subvention certificates or evidences of indebtedness, as authorized by this article, except when the corporation is currently insolvent or would thereby be made insolvent or rendered unable to carry on its corporate purposes, or when the fair value of the assets of the corporation remaining after such conferring of benefits, payment or redemption would be insufficient to meet its liabilities. A nonprofit corporation may make distributions of cash or property to members upon dissolution or final liquidation as permitted by this article.
(July 30, 1975, P.L.128, No.63; July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 reenacted section 5551.
Cross References.
Section 5551 is referred to in sections 5545, 7112 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5552 - (Reserved)

§ 5552. (Reserved).
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 renumbered former section 5552 to section 5553 and added section 5552 (Reserved).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5553 - Liabilities of members

§ 5553. Liabilities of members.
(a) General rule.--
A member of a nonprofit corporation shall not be liable, solely by reason of being a member, under an order of a court or in any other manner for a debt, obligation or liability of the corporation of any kind or for the acts of any member or representative of the corporation.
(b) Obligations of member to corporation.--
A member shall be liable to the corporation only to the extent of any unpaid portion of the capital contributions, membership dues or assessments which the corporation may have lawfully imposed upon him, or for any other indebtedness owed by him to the corporation. No action shall be brought by any creditor of the corporation to reach and apply any such liability to any debt of the corporation until after:
(1) final judgment has been rendered against the corporation in favor of the creditor and execution thereon returned unsatisfied;
(2) a case involving the corporation has been brought under 11 U.S.C. Ch. 7 (relating to liquidation) and a distribution has been made and the case closed or a notice of no assets has been issued; or
(3) a receiver has been appointed with power to collect debts, and the receiver, on demand of a creditor to bring an action thereon, has refused to sue for the unpaid amount, or the corporation has been dissolved or ceased its activities leaving debts unpaid.
(c) Action by a creditor.--
An action by a creditor under subsection (b) shall not be brought more than three years after the happening of the first to occur of the events listed in subsection (b)(1) through (3).
(June 22, 2001, P.L.418, No.34, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 renumbered and amended former section 5553 to section 5554 and renumbered former section 5552 to section 5553.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5554 - Annual report of directors or other body

§ 5554. Annual report of directors or other body.
(a) Contents.--
The board of directors or other body of a nonprofit corporation shall present annually to the members a report, verified by the president and treasurer or by a majority of the directors or members of the other body, showing in appropriate detail the following:
(1) The assets and liabilities, including trust funds, of the corporation as of the end of the fiscal year immediately preceding the date of the report.
(2) The principal changes in assets and liabilities, including trust funds, during the fiscal year immediately preceding the date of the report.
(3) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation.
(4) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation.
(5) The number of members of the corporation as of the date of the report, together with a statement of increase or decrease in their number during the year immediately preceding the date of the report, and a statement of the place where the names and addresses of the current members may be found.
(b) Place of filing.--
The annual report of the board of directors or other body shall be filed with the minutes of the meetings of members.
(c) Report in absence of meeting of members.--
The board of directors or other body of a corporation having no members shall direct the president and treasurer to present at the annual meeting of the board or other body a report in accordance with subsection (a), but omitting the requirement of paragraph (5). The report shall be filed with the minutes of the annual meeting of the board or other body.
(d) Cross reference.--
See section 6145 (relating to applicability of certain safeguards to foreign domiciliary corporations).
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 renumbered and amended former section 5553 to section 5554.
Cross
References
.
Section 5554 is referred to in section 6145 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5585 - Establishment or use of common trust funds authorized

§ 5585. Establishment or use of common trust funds authorized.
(a) General rule.--
Every nonprofit corporation may establish and maintain one or more common trust funds, the assets of which shall be held, invested and reinvested by the corporation itself or by a corporate trustee to which the assets have been transferred pursuant to section 5549 (relating to transfer of trust or other assets to institutional trustee). Upon the payment by the corporate trustee to the nonprofit corporation of the net income from the assets, which income may be determined under section 5548(c) (relating to investment of trust funds) if the election is properly made by the board of directors or other body of the corporation, for use and application to the several participating interests in the common trust fund, the proportionate participation of each interest in the net income shall be designated by the corporate trustee. The nonprofit corporation may, at any time, withdraw the whole or part of any participating interest in the common trust fund for distribution by it as provided in this subchapter.
(b) Limitations in trust instrument.--
Nothing contained in this section shall be construed to authorize the corporation to invest assets of a trust or fund in any common trust fund contrary to any specific limitation or restriction contained in the trust instrument nor to limit or restrict the authority conferred upon the corporation with respect to investments by the trust instrument.
(c) Effect of good faith mistakes.--
Mistakes made in good faith and in the exercise of due care and prudence in connection with the administration of any common trust fund shall not be held to exceed any power granted to or violate any duty imposed upon the corporation if, promptly after the discovery of the mistake, the corporation takes whatever action may be practicable under the circumstances to remedy the mistake.
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 21, 1998, P.L.1067, No.141, eff. imd.; July 9, 2013, P.L.476, No.67, eff. 60 days)
Cross References.
Section 5585 is referred to in section 5587 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5586 - Restrictions on investments

§ 5586. Restrictions on investments.
(a) Legal investments.--
If the trust instrument limits or restricts the investment of the assets to investments of the class authorized by law as legal investments, a nonprofit corporation may invest and reinvest the assets of the trust or fund in any common trust fund maintained by the corporation if the investments composing the fund consist solely of investments of the class authorized by 20 Pa.C.S. Ch. 72 (relating to prudent investor rule) to be held by fiduciaries.
(b) Other than legal investments.--
If the trust instrument does not limit or restrict the investment of the assets to investments of the class authorized by law as legal investments, the corporation may invest and reinvest the assets of the trust or fund in any common trust fund maintained by the corporation composed of the investments as in the honest exercise of the judgment of the directors or other body of the corporation they may, after investigation, determine to be safe and proper investments.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 55 - Corporate Powers, Duties and Safeguards › Section 5587 - Determination of interests

§ 5587. Determination of interests.
A nonprofit corporation shall invest the assets of a trust or fund in a common trust fund authorized by this subchapter by adding those assets thereto and by apportioning a participation therein to the trust or fund in the proportion that the assets of the trust or fund added thereto bears to the aggregate value of all the assets of the common trust fund at the time of the investment, including in those assets the assets of the trust or fund so added. The withdrawal of a participation from the common trust fund shall be on a basis of its proportionate interest in the aggregate value of all the assets of the common trust fund at the time of the withdrawal. The participating interest of any trust or fund in the common trust fund may from time to time be withdrawn, in whole or in part, by the corporation. Upon a withdrawal, the corporation may make distribution in cash, or ratably in kind, or partly in cash and partly in kind. Participations in the common trust funds shall not be sold by the corporation to any other corporation or person, but this sentence shall not prevent a corporate trustee designated under section 5585 (relating to establishment or use of common trust funds authorized) from investing the assets of the common trust fund in any collective investment fund established and maintained by it in accordance with law and to which the assets comprising the common trust fund are eligible contributions.
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; July 9, 2013, P.L.476, No.67, eff. 60 days)