§ 5103. Definitions.
(a) General definitions.--Subject to additional definitions contained in subsequent provisions of this subpart that are applicable to specific provisions of this subpart, the following words and phrases when used in Part I (relating to preliminary provisions) or in this subpart shall have the meanings given to them in this section unless the context clearly indicates otherwise:
"Act" or "action." (Deleted by amendment).
"Amendment." An amendment of the articles.
"Articles." The original articles of incorporation, all amendments thereof, and any other articles, statements or certificates permitted or required to be filed in the Department of State by sections 108 (relating to change in location or status of registered office provided by agent) and 138 (relating to statement of correction), Chapter 3 (relating to entity transactions) or this subpart and including what have heretofore been designated by law as certificates of incorporation or charters. If an amendment of the articles or a statement filed under Chapter 3 restates articles in their entirety, thenceforth the "articles" shall not include any prior documents and any certificate issued by the department with respect thereto shall so state.
"Board of directors" or "board." The group of persons under the direction of whom the business and affairs of the corporation are managed irrespective of the name by which the group is designated. The term does not include an other body. See section 5731(c) (relating to executive and other committees of the board).
"Business." Any or all of the activities for which a corporation has been incorporated.
"Business corporation." A domestic corporation for profit defined in section 1103 (relating to definitions).
"Bylaws." The code or codes of rules adopted for the regulation or management of the business and affairs of the corporation irrespective of the name or names by which the rules are designated. The term includes provisions of the articles as provided by section 5504(c) (relating to adoption, amendment and contents of bylaws).
"Charitable purposes." The relief of poverty, the advancement and provision of education, including postsecondary education, the advancement of religion, the prevention and treatment of disease or injury, including mental retardation and mental disorders, governmental or municipal purposes, and any other purpose the accomplishment of which is recognized as important and beneficial to the public.
"Common trust fund." A fund maintained by the corporation for the collective investment and reinvestment of trust assets, and any other funds contributed thereto by such corporation, as fiduciary or otherwise.
"Corporation for profit." (Deleted by amendment).
"Corporation not-for-profit." (Deleted by amendment).
"Court." (Deleted by amendment).
"Department." (Deleted by amendment).
"Directors." Individuals designated, elected or appointed, by that or any other name or title, to act as members of the board of directors, and their successors. The term does not include a member of an other body, unless the person is also a director. The term, when used in relation to any power or duty requiring collective action, shall be construed to mean "board of directors."
"Dissolve" or "dissolution." The termination of corporate existence effected by:
(1) filing of articles of dissolution in the department under this subpart by the corporation or by the office of the clerk of the court of common pleas;
(2) expiration of the term of existence of a corporation by reason of any limitation contained in its articles;
(3) forfeiture by proclamation of the Governor under section 1704 of the act of April 9, 1929 (P.L.343, No.176), known as The Fiscal Code, or otherwise;
(4) filing of a certified copy of a decree of dissolution in the department under the act of April 9, 1856 (P.L.293, No.308), entitled "Supplement to the acts relating to incorporations by the Courts of Common Pleas," or otherwise; or
(5) judgment of ouster, upon proceedings in quo warranto, under former provisions of law.
"Domestic corporation for profit." (Deleted by amendment).
"Domestic corporation not-for-profit." (Deleted by amendment).
"Employee." The term does not include a member, director or member of an other body, unless the person is also an employee. See section 5730 (relating to compensation of directors) as to acceptance by a director of duties that make the director also an employee.
"Entitled to vote." Those persons entitled to vote on the matter under either the bylaws of the corporation or any applicable controlling provision of law.
"Foreign corporation for profit." (Deleted by amendment).
"Foreign corporation not-for-profit." (Deleted by amendment).
"Foreign domiciliary corporation." A foreign nonprofit corporation described in section 6102 (relating to foreign domiciliary corporations).
"Foreign nonprofit corporation." A foreign corporation not-for-profit or other entity subject to Chapter 61 (relating to foreign nonprofit corporations), whether or not required to register under Chapter 4 (relating to foreign associations).
"Fraternal benefit society." A domestic corporation not-for-profit that is a society as defined in section 2402 of the act of May 17, 1921 (P.L.682, No.284), known as The Insurance Company Law of 1921.
"Full age." Of the age of 18 years or over.
"Incorporator." A signer of the original articles of incorporation.
"Member." Any of the following:
(1) A person that has voting rights in a membership corporation.
(2) When used in relation to the taking of corporate action by a membership corporation, a delegate to a convention or assembly of delegates of members established pursuant to any provision of this subpart who has the right to vote at the convention or assembly in accordance with the rules of the convention or assembly.
(3) A person that has been given voting rights or other membership rights in a membership corporation by a bylaw adopted by the members pursuant to section 5770 (relating to voting powers and other rights of certain securityholders and other entities) or other provision of law, but only to the extent of those rights.
(4) A shareholder of a corporation, if the corporation issues shares of stock.
"Membership corporation." A nonprofit corporation having articles of incorporation that do not provide that the corporation is to have no members.
"Nonprofit corporation" or "domestic nonprofit corporation." A domestic corporation not-for-profit that is not excluded from the scope of this subpart by section 5102 (relating to application of subpart).
"Nonqualified foreign corporation" or "nonqualified foreign nonprofit corporation." (Deleted by amendment).
"Officer." If a corporation is in the hands of a custodian, receiver, trustee or like official, the term includes that official or any person appointed by that official to act as an officer for any purpose under this subpart.
"Other body." A term employed in this subpart to denote a person or group, other than the board of directors or a committee thereof, who pursuant to authority expressly conferred by this subpart may be vested by the bylaws of the corporation with powers that, if not vested by the bylaws in the person or group, would by this subpart be required to be exercised by:
(1) the members;
(2) a convention or assembly of delegates of members established pursuant to any provision of this subpart; or
(3) the board of directors.
Except as otherwise provided in this subpart, a corporation may establish distinct persons or groups to exercise different powers that this subpart authorizes a corporation to vest in an other body.
"Plan." A plan of reclassification, merger, consolidation, asset transfer, division or conversion.
"Qualified foreign corporation" or "qualified foreign nonprofit corporation." (Deleted by amendment).
"Registered office." That office maintained by a corporation in this Commonwealth as required by section 5507 (relating to registered office). See section 109 (relating to name of commercial registered office provider in lieu of registered address).
"Relax." When used with respect to a provision of the articles or bylaws, means to provide lesser rights for an affected representative or member.
"Representative." (Deleted by amendment).
"Trust instrument." Any lawful deed of gift, grant, will or other document by which the donor, grantor or testator gives, grants or devises any real or personal property or the income from any real or personal property in trust for any charitable purpose.
"Unless otherwise provided" or "except as otherwise provided." When used to introduce or modify a rule, the term implies that the alternative provisions contemplated may either relax or restrict the stated rule.
"Unless otherwise restricted" or "except as otherwise restricted." When used to introduce or modify a rule, the term implies that the alternative provisions contemplated may further restrict, but may not relax, the stated rule.
"Voting" or "casting a vote." Includes the giving of consent in lieu of voting. Whether or not the person entitled to vote characterizes the conduct as voting or casting a vote, the term does not include:
(1) recording the fact of abstention; or
(2) failing to vote for a candidate or for approval or disapproval of a matter.
"Voting rights." The right of a person in a membership corporation, other than in the capacity of a director or member of an other body, to vote on the election or removal of directors or members of an other body or on approval of an amendment of the articles of incorporation, a plan or the dissolution of the corporation.
(b) Index of other definitions.--The following is a nonexclusive list of words and phrases which when used in this subpart shall have the meanings given to them in section 102 (relating to definitions):
"Act" or "action."
"Corporation for profit."
"Corporation not-for-profit."
"Court."
"Department."
"Domestic corporation for profit."
"Domestic corporation not-for-profit."
"Execute."
"Foreign corporation for profit."
"Foreign corporation not-for-profit."
"Internal Revenue Code of 1986."
"Obligation."
"Officially publish."
"Record form."
"Representative."
"Sign."
(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; July 9, 2013, P.L.476, No.67, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
2014 Amendment. Act 172 amended subsec. (a) intro. par. and in subsec. (a) amended the defs. of "articles" and "foreign nonprofit corporation" and deleted the defs. of "nonqualified foreign corporation" or "nonqualified foreign nonprofit corporation" and "qualified foreign corporation" or "qualified foreign nonprofit corporation."
2013 Amendment. Act 67 amended the defs. of "board of directors" or "board," "bylaws," "charitable purposes," "directors," "fraternal benefit society," "member," "nonprofit corporation" or "domestic nonprofit corporation," "nonqualified foreign corporation" or "nonqualified foreign nonprofit corporation," "other body," "trust instrument," "unless otherwise provided" or "except as otherwise provided" and "unless otherwise restricted" or "except as otherwise restricted," added the defs. of "amendment," "business corporation," "employee," "foreign domiciliary corporation," "membership corporation," "plan," "voting" or "casting a vote" and "voting rights" and deleted the defs. of "act" or "action," "corporation for profit," "corporation not-for-profit," "court," "department," "domestic corporation for profit," "domestic corporation not-for-profit," "foreign corporation for profit," "foreign corporation not-for-profit" and "representative" and added subsecs. (a) hdg. and (b).
1992 Amendment. Act 169 amended the def. of "registered office" and added the def. of "dissolve" or "dissolution."
1990 Amendment. Act 198 reenacted and amended the entire section.
References in Text. The act of July 29, 1977 (P.L.105, No.38), known as the Fraternal Benefit Society Code, referred to in the def. of "fraternal benefit society," was repealed by the act of December 14, 1992 (P.L.835, No.134), which was repealed by the act of July 10, 2002 (P.L.749, No.110). The subject matter is now contained in Article XXIV of Act 284 of 1921.
Cross References. Section 5103 is referred to in sections 102, 511, 1103, 5725, 5734, 5751, 5752, 5903 of this title.
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