15 Pennsylvania Consolidated Statutes Chapter 57 - Officers, Directors And Members

• Chapter Notes

Subchapter A.  Notice and Meetings Generally

• Section 5701 - Applicability Of Subchapter
  The provisions of this subchapter shall apply to every nonprofit corporation unless otherwise restricted: (1) by any other provision of this subpart; or (2)...
• Section 5702 - Manner Of Giving Notice
  (a) General rule.-- (1) Any notice required to be given to any person under the provisions of this subpart or by the articles or...
• Section 5702.1 - Optional Procedures For Giving Of Notice (Repealed)
  § 5702.1. Optional procedures for giving of notice (Repealed). 1990 Repeal. Section 5702.1 was repealed December 19, 1990, P.L.834, No.198, effective immediately.
• Section 5703 - Place And Notice Of Meetings Of Board Of Directors Or Other Body
  (a) Place.--Meetings of the board of directors or other body may be held at such place within or without this Commonwealth as the board...
• Section 5704 - Place And Notice Of Meetings Of Members
  (a) Place.--Meetings of members may be held at the geographic location within or without this Commonwealth provided in or fixed pursuant to the bylaws....
• Section 5705 - Waiver Of Notice
  (a) General rule.--Whenever any notice is required to be given under the provisions of this subpart or the articles or bylaws of any nonprofit...
• Section 5706 - Modification Of Proposal Contained In Notice
  Whenever the language of a proposed resolution is included in a written notice of a meeting required to be given under the provisions of...
• Section 5707 - Exception To Requirement Of Notice
  (a) General rule.--Whenever any notice or communication is required to be given to any person under the provisions of this subpart or by the...
• Section 5708 - Use Of Conference Telephone Or Other Electronic Technology
  (a) Incorporators, directors and members of an other body.--Except as otherwise provided in the bylaws, one or more persons may participate in a meeting...
• Section 5709 - Conduct Of Members Meeting
  (a) Presiding officer.--There shall be a presiding officer at every meeting of the members. The presiding officer shall be appointed in the manner provided...

Subchapter B.  Fiduciary Duty

• Section 5711 - Alternative Provisions
  Section 5716 (relating to alternative standard) shall not be applicable to any nonprofit corporation to which section 5715 (relating to exercise of powers generally)...
• Section 5712 - Standard Of Care And Justifiable Reliance
  (a) Directors.--A director of a nonprofit corporation shall stand in a fiduciary relation to the corporation and shall perform his duties as a director,...
• Section 5713 - Personal Liability Of Directors
  (a) General rule.--If a bylaw adopted by the members of a nonprofit corporation so provides, a director shall not be personally liable, as such,...
• Section 5714 - Notation Of Dissent
  A director of a nonprofit corporation who is present at a meeting of its board of directors, or of a committee of the board,...
• Section 5715 - Exercise Of Powers Generally
  (a) General rule.--In discharging the duties of their respective positions, the board of directors, committees of the board and individual directors of a nonprofit...
• Section 5716 - Alternative Standard
  (a) General rule.--In discharging the duties of their respective positions, the board of directors, committees of the board and individual directors of a nonprofit...
• Section 5717 - Limitation On Standing
  The duty of the board of directors, committees of the board and individual directors under section 5712 (relating to standard of care and justifiable...

Subchapter C.  Directors, Officers and Members of An Other Body

• Section 5721 - Board Of Directors
  Unless otherwise provided by statute or in a bylaw adopted by the members, all powers enumerated in section 5502 (relating to general powers) and...
• Section 5722 - Qualifications Of Directors
  (a) General rule.--Each director of a nonprofit corporation shall be a natural person of full age, except as provided in subsection (b), who, unless...
• Section 5723 - Number Of Directors
  The board of directors of a nonprofit corporation shall consist of one or more members. The number of directors shall be fixed by or...
• Section 5724 - Term Of Office Of Directors
  (a) General rule.--Each director of a nonprofit corporation shall hold office until the expiration of the term for which the director was selected and...
• Section 5725 - Selection Of Directors
  (a) General rule.--Except as otherwise provided in this section, directors of a nonprofit corporation, other than those constituting the first board of directors, shall...
• Section 5726 - Removal Of Directors
  (a) Removal by the members.-- (1) Unless otherwise provided in a bylaw adopted by the members, the entire board of directors, or a class...
• Section 5727 - Quorum Of And Action By Directors
  (a) General rule.--Unless otherwise provided in the bylaws, a majority of the directors in office of a nonprofit corporation shall be necessary to constitute...
• Section 5728 - Interested Directors Or Officers; Quorum
  (a) General rule.--A contract or transaction between a nonprofit corporation and one or more of its directors or officers or between a nonprofit corporation...
• Section 5729 - Voting Rights Of Directors
  (a) General rule.--Unless otherwise provided in a bylaw adopted by the members every director shall be entitled to one vote. (b) Multiple and fractional...
• Section 5730 - Compensation Of Directors
  Except as otherwise restricted in the bylaws, the board of directors of a nonprofit corporation shall have the authority to fix the compensation of...
• Section 5731 - Executive And Other Committees Of The Board
  (a) Establishment and powers.--Unless otherwise restricted in the bylaws: (1) The board of directors may, by resolution adopted by a majority of the directors...
• Section 5732 - Officers
  (a) General rule.--Every nonprofit corporation shall have a president, a secretary, and a treasurer, or persons who shall act as such, regardless of the...
• Section 5733 - Removal Of Officers And Agents
  Unless otherwise provided in the bylaws, any officer or agent of a nonprofit corporation may be removed by the board of directors or other...
• Section 5734 - Other Body
  The provisions of this subchapter, of Subchapters B (relating to fiduciary duty) and D (relating to indemnification) and of other provisions of law applicable...

Subchapter D.  Indemnification

• Section 5741 - Third-party Actions
  Unless otherwise restricted in its bylaws, a nonprofit corporation shall have power to indemnify any person who was or is a party or is...
• Section 5742 - Derivative And Corporate Actions
  Unless otherwise restricted in its bylaws, a nonprofit corporation shall have power to indemnify any person who was or is a party, or is...
• Section 5743 - Mandatory Indemnification
  (a) General rule.--To the extent that a representative of a nonprofit corporation has been successful on the merits or otherwise in defense of any...
• Section 5744 - Procedure For Effecting Indemnification
  Unless ordered by a court, any indemnification under section 5741 (relating to third-party actions) or 5742 (relating to derivative and corporate actions) shall be...
• Section 5745 - Advancing Expenses
  Expenses (including attorneys' fees) incurred in defending any action or proceeding referred to in this subchapter may be paid by a nonprofit corporation in...
• Section 5746 - Supplementary Coverage
  (a) General rule.--The indemnification and advancement of expenses provided by or granted pursuant to the other sections of this subchapter shall not be deemed...
• Section 5747 - Power To Purchase Insurance
  Unless otherwise restricted in its bylaws, a nonprofit corporation shall have power to purchase and maintain insurance on behalf of any person who is...
• Section 5748 - Application To Surviving Or New Corporations
  (a) General rule.--Except as provided in subsection (b), for the purposes of this subchapter, references to "the corporation" include all constituent corporations absorbed in...
• Section 5749 - Application To Employee Benefit Plans
  For the purposes of this subchapter: (1) References to "other enterprises" shall include employee benefit plans and references to "serving at the request of...
• Section 5750 - Duration And Extent Of Coverage
  The indemnification and advancement of expenses provided by or granted pursuant to this subchapter shall, unless otherwise provided when authorized or ratified, continue as...

Subchapter E.  Members

• Section 5751 - Classes And Qualifications Of Membership
  (a) General rule.--Membership in a nonprofit corporation shall be of the classes, and shall be governed by the rules of admission, retention, suspension and...
• Section 5752 - Organization On A Stock Share Basis
  (a) General rule.--A nonprofit corporation may be organized upon either a nonstock basis or, if so provided in its articles, upon a stock share...
• Section 5753 - Membership Certificates
  A nonprofit corporation organized upon a nonstock basis shall not issue shares of stock, but membership in the corporation may be evidenced by certificates...
• Section 5754 - Members Grouped In Local Units
  (a) General rule.--The bylaws of a nonprofit corporation may provide that the members of the corporation shall be grouped in incorporated or unincorporated local...
• Section 5755 - Time Of Holding Meetings Of Members
  (a) Regular meetings.--The bylaws of a nonprofit corporation may provide for the number and the time of meetings of members, but unless otherwise provided...
• Section 5756 - Quorum
  (a) General rule.--A meeting of members of a nonprofit corporation duly called shall not be organized for the transaction of business unless a quorum...
• Section 5757 - Action By Members
  (a) General rule.--Except as otherwise provided in this title or in a bylaw adopted by the members, whenever any corporate action is to be...
• Section 5758 - Voting Rights Of Members
  (a) General rule.--Unless otherwise provided in a bylaw adopted by the members, every member of a nonprofit corporation shall be entitled to one vote....
• Section 5759 - Voting And Other Action By Proxy
  (a) General rule.--Voting by members of a nonprofit corporation shall be only in person unless a bylaw adopted by the members provides for voting...
• Section 5760 - (Reserved)
  (July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 renumbered and amended former section 5760 to section 5762 and added section...
• Section 5761 - (Reserved)
  (July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 renumbered and amended former section 5761 to section 5763 and added section...
• Section 5762 - Voting By Corporations
  (a) Voting in nonprofit corporation matters.--Unless otherwise provided in a bylaw of a nonprofit corporation adopted by the members, any other domestic or foreign...
• Section 5763 - Determination Of Members Of Record
  (a) Fixing record date.--Unless otherwise restricted in the bylaws, the board of directors of a nonprofit corporation may fix a time prior to the...
• Section 5764 - (Reserved)
  (July 9, 2013, P.L.476, No.67, eff. 60 days) 2013 Amendment. Act 67 renumbered and amended former section 5764 to section 5767 and added section...
• Section 5764.1 - Actions By Members To Enforce A Secondary Right (Repealed)
  § 5764.1. Actions by members to enforce a secondary right (Repealed). 2001 Repeal. Section 5764.1 was repealed June 22, 2001, P.L.418, No.34, effective in...
• Section 5765 - Judges Of Election
  (a) General rule.--Unless otherwise provided in a bylaw adopted by the members: (1) In advance of any meeting of members of a nonprofit corporation,...
• Section 5766 - Consent Of Members In Lieu Of Meeting
  (a) Unanimous consent.--Unless otherwise restricted in the bylaws, any action required or permitted to be taken at a meeting of the members or of...
• Section 5767 - Appointment Of Custodian Of Corporation On Deadlock Or Other Cause
  (a) General rule.--Upon application of any member, the court may appoint one or more persons to be custodians of and for any nonprofit corporation...
• Section 5768 - Reduction Of Membership Below Stated Number
  Whenever the membership of a nonprofit corporation having a stated number of members is reduced below that number by death, withdrawal or otherwise, the...
• Section 5769 - Termination And Transfer Of Membership
  (a) General rule.--Membership in a nonprofit corporation shall be terminated in the manner provided in a bylaw adopted by the members. If membership in...
• Section 5770 - Voting Powers And Other Rights Of Certain Securityholders And Other Entities
  The power to vote in respect to the corporate affairs and management of a membership corporation and other membership rights as may be provided...

Subchapter F.  Derivative Actions

• Section 5782 - Actions Against Directors, Members Of An Other Body And Officers
  (a) General rule.--Except as provided in subsection (b), in any action or proceeding brought to enforce a secondary right on the part of one...

Subchapter G.  Judicial Supervision of Corporate Action

• Section 5791 - Corporate Action Subject To Subchapter
  (a) General rule.--This subchapter shall apply to, and the term "corporate action" in this subchapter shall mean any of the following actions: (1) The...
• Section 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...
• Section 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....

Last modified: October 8, 2016