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Evidence of membership; liability of members - 15 Pa. Cons. Stat. § 2123Legal Research Home > Pennsylvania Statutes
§ 2123. Evidence of membership; liability of members.
(a) General rule.--Every member of record of a nonstock
corporation shall be entitled to a written document evidencing
his membership in the corporation. The document shall state:
(1) That the corporation is a nonstock corporation
incorporated under the laws of this Commonwealth, unless the
name of the corporation contains the word "mutual."
(2) The name of the person to whom issued.
(3) The class of membership, if any, held by the member.
(b) Notice of variations in rights.--If the membership of
the corporation is divided into classes, the document shall set
forth (or shall state that the corporation will furnish to any
member, upon request and without charge) a full or summary
statement of the special rights and liabilities of membership of
each class and the variations in the rights and liabilities of
membership between classes. If a membership is not fully paid or
if the member is otherwise liable to assessment, the document
evidencing the membership shall so state.
(c) Liability.--A subscriber to the minimum guaranteed
capital of or member of a nonstock corporation shall not be
under any liability to the corporation or any creditor thereof
other than the obligations of complying with the terms of the
subscription to the minimum guaranteed capital, if any, and with
the terms of the document evidencing his membership. Otherwise,
the members of a nonstock corporation shall not be personally
liable for the debts, liabilities or obligations of the
corporation.
(d) Dissenters rights.--The document evidencing membership
shall constitute a share certificate for the purposes of
Subchapter D of Chapter 15 (relating to dissenters rights).
(Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)
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Last modified: November 27, 2007 |
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