reglab/statecodes huggingface dataset:
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 57 - Officers, Directors and Members › Section 5792 - Proceedings prior to corporate action

§ 5792. Proceedings prior to corporate action.
(a) General rule.--
Where under applicable law or the bylaws of a nonprofit corporation there has been a failure to hold a meeting to take corporate action and the failure has continued for 30 days after the designated or appropriate date, the court may summarily order a meeting to be held upon the application of any person entitled, either alone or in conjunction with other persons similarly seeking relief under this section, to call a meeting to consider the corporate action in issue.
(b) Conduct of meeting.--
The court may determine the right to vote at the meeting of persons claiming that right, may appoint a master to hold the meeting under such orders and powers as the court deems proper and may take any action required to give due notice of the meeting and to convene and conduct the meeting in the interests of justice.
(c) 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)
Cross References.
Section 5792 is referred to in section 5793 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 57 - Officers, Directors and Members › Section 5793 - Review of contested corporate action

§ 5793. Review of contested corporate action.
(a) General rule.--
Upon application of any person aggrieved by any corporate action, the court may hear and determine the validity of the corporate action.
(b) Powers and procedures.--
By entering an appropriate order, the court may enforce the production of any books, papers and records of the corporation and other relevant evidence that may relate to the issue. The court shall provide for notice of the pendency of the proceedings under this section to all persons affected thereby. If it is determined that no valid corporate action has been taken, the court may order a meeting to be held in accordance with section 5792 (relating to proceedings prior to corporate action).
(c) Cross reference.--
See section 6145 (relating to applicability of certain safeguards to foreign domiciliary corporations).
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; July 9, 2013, P.L.476, No.67, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Extra - Chapter Notes

Enactment.
Chapter 59 was added as Chapter 79 November 15, 1972, P.L.1063, No.271, effective
            in 90 days. Chapter 79 was renumbered to Chapter 59 December 21, 1988, P.L.1444, No.177,
            effective October 1, 1989.
Cross References.
Chapter 59 is referred to in sections 5547, 5704, 6145 of this title.
Enactment.
The heading of Subchapter A was added December 21, 1988, P.L.1444, No.177, effective
            October 1, 1989, and the remaining provisions were added December 19, 1990, P.L.834,
            No.198, effective immediately.
Cross References.
Subchapter B is referred to in sections 7106, 7107 of this title.
Cross References.
Subchapter G is referred to in sections 5726, 5767, 5976, 5979 of this title.
Enactment.
The heading of Subchapter H was added December 21, 1988, P.L.1444, No.177, effective
            October 1, 1989, and the remaining provisions were added December 19, 1990, P.L.834,
            No.198, effective immediately.
Cross References.
Subchapter H is referred to in sections 5972, 5974, 5977, 5978, 5985 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5901 - Omission of certain provisions from filed plans (Deleted by amendment)

§ 5901. Omission of certain provisions from filed plans (Deleted by amendment).
2014
Amendment.
Section 5901 was deleted by amendment October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5902 - Statement of termination

§ 5902. Statement of termination.
(a) General rule.--
If articles of amendment have been filed in the department prior to the termination of the amendment pursuant to provisions therefor set forth in the resolution or petition relating to the amendment, the termination shall not be effective unless the corporation shall, prior to the time the amendment or plan is to become effective, file in the department a statement of termination. The statement of termination shall be executed by the corporation that filed the amendment and shall set forth:
(1) A copy of the articles of amendment.
(2) A statement that the amendment has been terminated in accordance with the provisions therefor set forth therein.
(b) Cross references.--
See sections 134 (relating to docketing statement) and 138 (relating to statement of correction).
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment.
Act 172 amended subsec. (a).
Cross References.
Section 5902 is referred to in section 5914 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5905 - Proposal of fundamental transactions

§ 5905. Proposal of fundamental transactions.
Where any provision of this chapter requires that an amendment of the articles or the dissolution of a nonprofit corporation be proposed or approved by action of the board of directors, that requirement shall be construed to authorize and be satisfied by the written agreement or consent of all of the members of the corporation entitled to vote thereon.
(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5911 - Amendment of articles authorized

§ 5911. Amendment of articles authorized.
(a) General rule.--
A nonprofit corporation, in the manner provided in this subchapter, may amend its articles for one or more of the following purposes:
(1) To adopt a new name, subject to the restrictions provided in this subpart.
(2) To modify any provision of the articles relating to its term of existence.
(3) To change, add to or diminish its purposes or to set forth different or additional purposes.
(4) To restate the articles in their entirety.
(5) To make any and as many other changes as desired.
(b) Exceptions.--
An amendment adopted under this section shall not amend articles in such a way that as so amended they would not be authorized by this subpart as original articles of incorporation except that:
(1) Restated articles shall, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), state the address of the current instead of the initial registered office of the corporation in this Commonwealth and need not state the names and addresses of the incorporators.
(2) The corporation shall not be required to revise any other provision of its articles if the provision is valid and operative immediately prior to the delivery of the amendment to the department for filing.
(c) Amendments pursuant to other provisions.--
Amendments to the articles authorized pursuant to Chapter 2 (relating to entities generally) or 3 (relating to entity transactions) or set forth in statements or certificates permitted or required to be delivered to the department for filing by sections 108 (relating to change in location or status of registered office provided by agent) and 138 (relating to statement of correction) or by this subpart need not be proposed or adopted in the manner provided in this subchapter, except to the extent that the provisions of this subchapter have been incorporated into Chapter 2 or 3 or into the provisions authorizing such statements or certificates.
(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) and added subsec. (c).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5912 - Proposal of amendments

§ 5912. Proposal of amendments.
(a) General rule.--
Every amendment of the articles of a nonprofit corporation shall be proposed:
(1) by the adoption by the board of directors or other body of a resolution setting forth the proposed amendment;
(2) unless otherwise provided in the articles, by petition of members entitled to cast at least 10% of the votes that all members are entitled to cast thereon, setting forth the proposed amendment, which petition shall be directed to the board of directors and filed with the secretary of the corporation; or
(3) by such other method as may be provided in the bylaws.
(b) Submission to members.--
Except where the approval of the members is unnecessary under this subchapter, the board of directors or other body shall direct that the proposed amendment be submitted to a vote of the members entitled to vote thereon. An amendment proposed pursuant to subsection (a)(2) shall be submitted to a vote either at the next annual meeting held not earlier than 120 days after the amendment is proposed or at a special meeting of the members called for that purpose by the members.
(c) Form of amendment.--
The resolution or petition shall contain the language of the proposed amendment of the articles:
(1) by setting forth the existing text of the articles or the provision thereof that is proposed to be amended, with brackets around language that is to be deleted and underscoring under language that is to be added or otherwise clearly showing the changes to be made; or
(2) by providing that the articles shall be amended so as to read as therein set forth in full, or that any provision thereof be amended so as to read as therein set forth in full, or that the matter stated in the resolution or petition be added to or stricken from the articles.
(d) Terms of amendment.--
The resolution or petition may set forth the manner and basis of reclassifying the memberships in or shares of the corporation. Any of the terms of a plan of reclassification or other action contained in an amendment may be made dependent upon facts ascertainable outside of the amendment if the manner in which the facts will operate upon the terms of the amendment is set forth in the amendment. Such facts may include, without limitation, actions or events within the control of or determinations made by the corporation or a representative of the corporation.
(June 22, 2001, P.L.418, No.34, eff. 60 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 amended subsecs. (b) and (c)(1).
Cross References.
Section 5912 is referred to in section 5914 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5913 - Notice of meeting of members

§ 5913. Notice of meeting of members.
(a) General rule.--
Notice in record form of the meeting of members of a nonprofit corporation that will act on the proposed amendment shall be given to each member of record entitled to vote thereon. The notice shall include a copy of the proposed amendment or a summary of the changes to be effected thereby.
(b) Cross reference.--
See Subchapter A of Chapter 57 (relating to notice and meetings generally).
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5915 - Articles of amendment

§ 5915. Articles of amendment.
Upon the adoption of an amendment by a nonprofit corporation, as provided in this subchapter, articles of amendment 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 address, including street and number, if any, of its registered office.
(2) The statute under which the corporation was incorporated and the date of incorporation.
(3) If the amendment is to be effective on a specified date, the hour, if any, and the month, day and year of the effective date.
(4) The manner in which the amendment was adopted by the corporation.
(5) The amendment adopted by the corporation, which shall be set forth in full.
(6) If the amendment effects a restatement of the articles, a statement that the restated articles supersede the original articles and all amendments thereto.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.)
1990 Amendment.
Act 198 reenacted and amended the entire section.
Cross References.
Section 5915 is referred to in section 7106 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5916 - Filing and effectiveness of articles of amendment

§ 5916. Filing and effectiveness of articles of amendment.
(a) Filing.--
The articles of amendment of a nonprofit corporation shall be filed in the Department of State. See section 134 (relating to docketing statement).
(b) Effectiveness.--
Upon the filing of the articles of amendment in the department or upon the effective date specified in the articles of amendment, whichever is later, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly. An amendment shall not affect any existing cause of action in favor of or against the corporation, or any pending action or proceeding to which the corporation is a party, or the existing rights of persons other than members or, except as otherwise provided by order, if any, obtained pursuant to section 5547(b) (relating to nondiversion of certain property) divert any property subject to such section from the purpose or purposes to which it was committed. If the corporate name is changed by the amendment, an action brought by or against the corporation under its former name shall not be abated for that reason.
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.)
1990 Amendment.
Act 198 reenacted and amended the entire section.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5921 - Merger and consolidation authorized (Repealed)

§ 5921. Merger and consolidation authorized (Repealed).
2014 Repeal. Section 5921 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5922 - Plan of merger or consolidation (Repealed)

§ 5922. Plan of merger or consolidation (Repealed).
2014 Repeal. Section 5922 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5923 - Notice of meeting of members (Repealed)

§ 5923. Notice of meeting of members (Repealed).
2014 Repeal. Section 5923 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5924 - Adoption of plan (Repealed)

§ 5924. Adoption of plan (Repealed).
2014 Repeal. Section 5924 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5925 - Authorization by foreign corporations (Repealed)

§ 5925. Authorization by foreign corporations (Repealed).
2014 Repeal. Section 5925 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5926 - Articles of merger or consolidation (Repealed)

§ 5926. Articles of merger or consolidation (Repealed).
2014 Repeal. Section 5926 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5927 - Filing of articles of merger or consolidation (Repealed)

§ 5927. Filing of articles of merger or consolidation (Repealed).
2014 Repeal. Section 5927 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5928 - Effective date of merger or consolidation (Repealed)

§ 5928. Effective date of merger or consolidation (Repealed).
2014 Repeal. Section 5928 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5929 - Effect of merger or consolidation (Repealed)

§ 5929. Effect of merger or consolidation (Repealed).
2014 Repeal. Section 5929 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5951 - Division authorized (Repealed)

§ 5951. Division authorized (Repealed).
2014 Repeal. Section 5951 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5952 - Proposal and adoption of plan of division (Repealed)

§ 5952. Proposal and adoption of plan of division (Repealed).
2014 Repeal. Section 5952 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5953 - Division without member approval (Repealed)

§ 5953. Division without member approval (Repealed).
2014 Repeal. Section 5953 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5954 - Articles of division (Repealed)

§ 5954. Articles of division (Repealed).
2014 Repeal. Section 5954 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5955 - Filing of articles of division (Repealed)

§ 5955. Filing of articles of division (Repealed).
2014 Repeal. Section 5955 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5956 - Effective date of division (Repealed)

§ 5956. Effective date of division (Repealed).
2014 Repeal. Section 5956 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5957 - Effect of division (Repealed)

§ 5957. Effect of division (Repealed).
2014 Repeal. Section 5957 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5961 - § 5966 - (Repealed)

2014 Repeal.
Subchapter E (§§ 5961 - 5966) was added November 15, 1972, P.L.1063, No.271, and repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5971 - Voluntary dissolution by members or incorporators

§ 5971. Voluntary dissolution by members or incorporators.
(a) General rule.--
The members or incorporators of a nonprofit corporation that has not commenced business may effect the dissolution of the corporation by filing articles of dissolution in the Department of State. The articles of dissolution shall be executed in the name of the corporation by a majority of the members or incorporators, 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 address, including street and number, if any, of its registered office.
(2) The statute under which the corporation was incorporated and the date of incorporation.
(3) That the corporation has not received any property in trust, or otherwise commenced business.
(4) That the amount, if any, actually paid in on subscriptions for memberships, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto.
(5) That all liabilities of the corporation have been discharged or that adequate provision has been made therefor.
(6) That a majority of the members or incorporators elect that the corporation be dissolved.
(b) Filing.--
The articles of dissolution shall be filed in the Department of State. See section 134 (relating to docketing statement).
(c) Effect.--
Upon the filing of the articles of dissolution, the existence of the corporation shall cease.
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.)
1990 Amendment.
Act 198 reenacted and amended the entire section.
Cross References. Section 5971 is referred to in section 139 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5972 - Proposal of voluntary dissolution

§ 5972. Proposal of voluntary dissolution.
(a) General rule.--
Any nonprofit corporation that has commenced business may dissolve voluntarily in the manner provided in this subchapter and wind up its affairs in the manner provided in section 5975 (relating to predissolution provision for liabilities) or Subchapter H (relating to postdissolution provision for liabilities). Voluntary dissolution shall be proposed by:
(1) the adoption by the board of directors or other body of a resolution recommending that the corporation be dissolved voluntarily;
(2) petition of members entitled to cast at least 10% of the votes that all members are entitled to cast thereon, setting forth a resolution recommending that the corporation be dissolved voluntarily, which petition shall be directed to the board of directors and filed with the secretary of the corporation; or
(3) such other method for proposing or adopting a resolution recommending that the corporation be dissolved voluntarily as may be provided in the bylaws.
The resolution shall contain a statement either that the dissolution shall proceed under section 5975 or that the dissolution shall proceed under Subchapter H.
(b) Submission to members.--
The board of directors or other body or the petitioning members shall direct that the resolution recommending dissolution be submitted to a vote of the members of the corporation entitled to vote thereon at a regular or special meeting of the members.
(c) Cross reference.--
See section 5974(e) (relating to amendment of winding-up election).
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 amended subsec. (b).
1992 Amendment.
Act 169 amended subsec. (a) and added subsec. (c).
1990 Amendment.
Act 198 reenacted and amended the entire section.
Cross References.
Section 5972 is referred to in sections 5974, 5975 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5973 - Notice of meeting of members

§ 5973. Notice of meeting of members.
(a) General rule.--
Notice in record form of the meeting of members that will consider the resolution recommending dissolution of the nonprofit corporation shall be given to each member of record entitled to vote thereon. The purpose of the meeting shall be stated in the notice.
(b) Cross reference.--
See Subchapter A of Chapter 57 (relating to notice and meetings generally).
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 amended subsec. (a).
1990 Amendment.
Act 198 reenacted and amended the entire section.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5974 - Adoption of proposal

§ 5974. Adoption of proposal.
(a) General rule.--
The resolution shall be adopted upon receiving the affirmative vote of a majority of the votes cast by all members of the nonprofit corporation entitled to vote thereon and, if any class of members is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote.
(b) Adoption in absence of voting members.--
If the corporation has no members entitled to vote on the question of the advisability of voluntarily dissolving the corporation, the resolution shall be deemed adopted by the corporation when it has been adopted by the board of directors or other body pursuant to section 5972 (relating to proposal of voluntary dissolution).
(c) Termination of proposal.--
Prior to the time when articles of dissolution are filed in the Department of State, the proposal may be terminated pursuant to provisions therefor, if any, set forth in the resolution.
(d) Action rescinding election to dissolve.--
Prior to the time when articles of dissolution are filed in the department, any nonprofit corporation may rescind its election to dissolve in the same manner and by the same procedure as that provided in this subchapter for the election of a corporation to dissolve voluntarily.
(e) Amendment of winding-up election.--
If the resolution with respect to voluntary dissolution so provides, an election to proceed under section 5975 (relating to predissolution provision for liabilities) or Subchapter H (relating to postdissolution provision for liabilities) may be reversed by the board of directors prior to the time when articles of dissolution are filed in the department, notwithstanding the adoption by the members of the proposal for voluntary dissolution.
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)
1992 Amendment.
Act 169 added subsec. (e).
1990 Amendment.
Act 198 reenacted and amended the entire section.
Cross References.
Section 5974 is referred to in sections 5972, 5975 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5974.1 - Articles of election to dissolve (Repealed)

§ 5974.1. Articles of election to dissolve (Repealed).
1990 Repeal.
Section 5974.1 was repealed December 19, 1990, P.L.834, No.198, effective immediately.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5974.2 - Articles rescinding election to dissolve (Repealed)

§ 5974.2. Articles rescinding election to dissolve (Repealed).
1990 Repeal.
Section 5974.2 was repealed December 19, 1990, P.L.834, No.198, effective immediately.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5975 - Predissolution provision for liabilities

§ 5975. Predissolution provision for liabilities.
(a) Powers of board.--
The board of directors or other body of a nonprofit corporation that has elected to proceed under this section shall have full power to wind up and settle the affairs of the corporation in accordance with this section prior to filing articles of dissolution in accordance with section 5977 (relating to articles of dissolution).
(b) Notice to creditors and taxing authorities.--
After the approval by the members or the board of directors or other body pursuant to section 5974(b) (relating to adoption in absence of voting members) that the corporation dissolve voluntarily, the corporation shall immediately cause notice of the winding up proceedings to be officially published and to be mailed by certified or registered mail to each known creditor and claimant and to each municipal corporation in which it has a place of business in this Commonwealth.
(c) Winding up and distribution.--
The corporation shall, as speedily as possible, proceed to collect all sums due it, convert into cash all corporate assets the conversion of which into cash is required to discharge its liabilities and, out of the assets of the corporation, discharge or make adequate provision for the discharge of all liabilities of the corporation, according to their respective priorities. Except as otherwise provided in a bylaw adopted by the members or in this subpart or by any other provision of law, any surplus remaining after paying or providing for all liabilities of the corporation shall be distributed to the shareholders, if any, pro rata, or if there be no shareholders, among the members per capita. See section 5972(a) (relating to proposal of voluntary dissolution).
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; 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 amended subsec. (c).
Cross References.
Section 5975 is referred to in sections 5504, 5972, 5974, 5976, 5977, 5978, 5979, 5985, 5997, 6129 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5976 - Judicial supervision of proceedings

§ 5976. Judicial supervision of proceedings.
(a) General rule.--
A nonprofit corporation that has elected to proceed under section 5975 (relating to predissolution provision for liabilities), at any time during the winding up proceedings, may apply to the court to have the proceedings continued under the supervision of the court and thereafter the proceedings shall continue under the supervision of the court as provided in Subchapter G (relating to involuntary liquidation and dissolution).
(b) Distribution of property committed to charitable purposes.--
If the assets of the corporation include any property committed to charitable purposes, the board of directors or other body shall apply to the court for an order pursuant to section 5547(b) (relating to nondiversion of certain property) specifying the disposition of the property.
(c) Religious assets.--
In entering a decree providing for the distribution of the assets of a corporation organized for the support of public worship, the court shall, by its decree, provide for the disposition of the assets of the corporation, either by:
(1) vesting title thereto in such other corporation as may, by its articles, be organized for the purpose of holding title to the real estate held for public worship, according to the formularies of the church or religious organization to which the dissolved corporation was in allegiance;
(2) authorizing the sale of such assets by a master or trustee appointed for that purpose and the vesting of the proceeds, upon the confirmation of such sale, in such body as may be directed by the court, to be held in trust for carrying out the intent and purpose of public worship; or
(3) vesting the title to such assets in any incorporated or unincorporated body designated by the petitioners for the same uses and trusts as the assets were theretofore held by the dissolved corporation.
(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; July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 amended subsec. (a).
1990 Amendment.
Act 198 reenacted and amended the entire section.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5978 - Winding up of corporation after dissolution

§ 5978. Winding up of corporation after dissolution.
(a) Winding up and distribution.--
Every nonprofit corporation that is dissolved by expiration of its period of duration or otherwise shall, nevertheless, continue to exist for the purpose of winding up its affairs, prosecuting and defending actions or proceedings by or against it, collecting and discharging obligations, disposing of and conveying its property and collecting and dividing its assets, but not for the purpose of continuing business except insofar as necessary for the winding up of the corporation. The board of directors or other body of the corporation may continue as such and shall have full power to wind up the affairs of the corporation.
(b) Standard of care of directors, members of an other body and officers.--
The dissolution of the corporation shall not subject its directors, members of an other body or officers to standards of conduct different from those prescribed by or pursuant to Chapter 57 (relating to officers, directors and members). Directors and members of an other body of a dissolved corporation who have complied with section 5975 (relating to predissolution provision for liabilities) or Subchapter H (relating to postdissolution provision for liabilities) and governing persons of a successor entity who have complied with Subchapter H shall not be personally liable to the creditors or claimants of the dissolved corporation.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment.
Act 67 amended subsec. (b).
Cross References. Section 5978 is referred to in section 5979 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5980 - Dissolution by domestication (Repealed)

§ 5980. Dissolution by domestication (Repealed).
2014 Repeal. Section 5980 was repealed October 22, 2014, P.L.2640, No.172, effective July 1, 2015.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5981 - Proceedings upon application of member or director

§ 5981. Proceedings upon application of member or director.
Upon application filed by a member or director of a nonprofit corporation, the court may entertain proceedings for the involuntary winding up and dissolution of the corporation when any of the following occur:
(1) The objects of the corporation have wholly failed, or are entirely abandoned, or their accomplishment is impracticable.
(2) The acts of the directors, or those in control of the corporation, are illegal, oppressive or fraudulent and it is beneficial to the interests of the members that the corporation be wound up and dissolved.
(3) The corporate assets are being misapplied or wasted and it is beneficial to the interests of the members that the corporation be wound up and dissolved.
(4) The directors or other body are deadlocked in the direction of the management of the business and affairs of the corporation and the members are unable to break the deadlock and irreparable injury to the corporation is being suffered or is threatened by reason thereof. The court shall not appoint a receiver or grant other similar relief under this paragraph if the members by agreement or otherwise have provided for appointment of a provisional director or member of an other body or other means for the resolution of a deadlock, but the court shall enforce the remedy provided by the members, if appropriate.
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; July 9, 2013, P.L.476, No.67, eff. 60 days)
Cross References.
Section 5981 is referred to in section 5767 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5982 - Proceedings upon application of creditor

§ 5982. Proceedings upon application of creditor.
Upon application filed by a creditor of a nonprofit corporation whose claim has either been reduced to judgment and an execution thereon returned unsatisfied or whose claim is admitted by the corporation, the court may entertain proceedings for the involuntary winding up and dissolution of the corporation when, in either case, it is made to appear that the corporation is unable to discharge its liabilities in the regular course of business, as they mature, or is unable to afford reasonable security to those who may deal with it.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5983 - Proceedings upon petition of superior religious organization

§ 5983. Proceedings upon petition of superior religious organization.
The court may, in the case of any nonprofit corporation organized for the support of public worship, upon application of the diocesan convention, presbytery, synod, conference, council, or other supervising or controlling organization of which the corporation is a member or with which it is in allegiance and to which it is subordinate, entertain proceedings for the involuntary winding up and dissolution of the corporation when it is made to appear that by reason of shifting population, withdrawal of membership or any other cause whatsoever, the corporation has ceased to support public worship within the intent and meaning of its articles and the dissolution of the corporation may be effected without prejudice to the public welfare and the interests of the members of the corporation.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5984 - Appointment of receiver pendente lite and other interim powers

§ 5984. Appointment of receiver pendente lite and other interim powers.
Upon the filing of an application under this subchapter, the court may issue injunctions, appoint a receiver pendente lite with such powers and duties as the court from time to time may direct and proceed as may be requisite to preserve the corporate assets wherever situated and carry on the business of the corporation until a full hearing can be had.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5985 - Liquidating receiver

§ 5985. Liquidating receiver.
Upon a hearing, after such notice as the court may direct to be given to all parties to the proceeding, and to any other parties in interest designated by the court, the court may appoint a liquidating receiver with authority to collect the assets of the corporation. The liquidating receiver shall have authority, subject to the order of the court, to dispose of all or any part of the assets of the corporation wherever situated, either at public or private sale. The assets of the corporation, or the proceeds resulting from a disposition thereof, shall be applied to the expenses of the liquidation and to the payment of the liabilities of the corporation, and any remaining assets or proceeds shall be distributed by the court in the manner provided by section 5975(c) (relating to winding up and distribution). The court may direct that any or all of the provisions of Subchapter H (relating to postdissolution provision for liabilities) shall apply. The order appointing the liquidating receiver shall state his powers and duties. The powers and duties may be increased or diminished at any time during the proceedings. A receiver of a corporation appointed under this section shall have authority to sue and defend in all courts in his own name as receiver of the corporation. The court appointing the receiver shall have exclusive jurisdiction of the corporation and its property wherever situated.
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5986 - Qualifications of receivers

§ 5986. Qualifications of receivers.
A receiver shall in all cases be a natural person of full age or a corporation authorized to act as receiver, which corporation, if so authorized, may be a domestic corporation for profit or not-for-profit or a foreign corporation for profit or not-for-profit authorized to do business in this Commonwealth, and shall give such bond, if any, as the court may direct, with such sureties, if any, as the court may require.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5987 - Proofs of claims

§ 5987. Proofs of claims.
(a) General rule.--
In a proceeding under this subchapter, the court may require all creditors of the nonprofit corporation to file with the office of the clerk of the court of common pleas, or with the receiver, in such form as the court may prescribe, verified proofs of their respective claims. If the court requires the filing of claims, it shall fix a date, which shall not be less than 120 days from the date of the order, as the last day for filing of claims and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to or after the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants who do not file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the corporation.
(b) Cross reference.--
See section 5979 (relating to survival of remedies and rights after dissolution).
(July 9, 2013, P.L.476, No.67, eff. 60 days)
Cross References.
Section 5987 is referred to in section 5979 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5988 - Discontinuance of proceedings; reorganization

§ 5988. Discontinuance of proceedings; reorganization.
The proceedings under this subchapter may be discontinued at any time if it is established that cause for liquidation no longer exists, in which event the court shall dismiss the proceedings and direct the receiver to redeliver to the nonprofit corporation all its remaining property and assets.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 59 - Amendments, Sale of Assets and Dissolution › Section 5989 - Articles of involuntary dissolution

§ 5989. Articles of involuntary dissolution.
(a) General rule.--
In a proceeding under this subchapter, the court shall enter an order dissolving the nonprofit corporation when the order, if any, obtained pursuant to section 5547(b) (relating to nondiversion of certain property) has been entered and when the costs and expenses of the proceeding, and all liabilities of the corporation have been discharged, and all of its remaining assets have been distributed to the persons entitled thereto, or, in case its assets are not sufficient to discharge such costs, expenses and liabilities, when all the assets have been applied, as far as they will go, to the payment of such costs, expenses and liabilities. See section 139(b) (relating to tax clearance in judicial proceedings).
(b) Filing.--
After entry of an order of dissolution, the office of the clerk of the court of common pleas shall prepare and execute articles of dissolution substantially in the form provided by section 5977 (relating to articles of dissolution), attach thereto a certified copy of the order and transmit the articles and attached order to the Department of State. The department shall not charge a fee in connection with the filing of articles of dissolution under this section. See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents).
(c) Effect.--
Upon the filing of the articles of dissolution in the department, the existence of the corporation shall cease.
(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)
2001 Amendment.
Act 34 amended subsecs. (a) and (b).
1990 Amendment.
Act 198 reenacted and amended the entire section.