15 Pennsylvania Consolidated Statutes Chapter 59 - Amendments, Sale Of Assets And Dissolution

• Chapter Notes

Subchapter A.  Preliminary Provisions

• 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,...
• Section 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...
• Section 5903 - Bankruptcy Or Insolvency Proceedings
  (a) General rule.--Unless otherwise provided in the bylaws, whenever a nonprofit corporation is insolvent or in financial difficulty, the board of directors may, by...
• Section 5904 - (Reserved)
• Section 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...

Subchapter B.  Amendment of Articles

• Section 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:...
• Section 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...
• Section 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...
• Section 5914 - Adoption Of Amendments
  (a) General rule.--Unless a bylaw adopted by the members or a specific provision of this subpart requires a greater vote, a proposed amendment of...
• Section 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...
• Section 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)....

Subchapter C.  Sale of Assets

• Section 5921 - Merger And Consolidation Authorized (Repealed)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 Merger and consolidation authorized (Repealed). 2014 Repeal.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.
• 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.
• 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.
• 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.
• 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.
• 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.
• 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,
• 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.
• 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.
• Section 5930 - Voluntary Transfer Of Corporate Assets
  (a) General rule.--A sale, lease, exchange or other disposition of all, or substantially all, of the property and assets, with or without goodwill, of...

Subchapter D.  (Reserved)

• 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.
• 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,
• 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.
• 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.
• 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.
• 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.
• 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.

Subchapter E.  Conversion (Repealed)

• 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...

Subchapter F.  Voluntary Dissolution and Winding Up

• Section 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...
• Section 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...
• Section 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...
• Section 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...
• 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.
• 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.
• Section 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...
• Section 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...
• Section 5977 - Articles Of Dissolution
  (a) General rule.--Articles of dissolution and the certificates or statement required by section 139 (relating to tax clearance of certain fundamental transactions) shall be...
• Section 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...
• Section 5979 - Survival Of Remedies And Rights After Dissolution
  (a) General rule.--The dissolution of a nonprofit corporation, either under this subchapter or under Subchapter G (relating to involuntary liquidation and dissolution) or by...
• 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.

Subchapter G.  Involuntary Liquidation and Dissolution

• Section 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...
• Section 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...
• Section 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,...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...

Subchapter H.  Postdissolution Provision for Liabilities

• Section 5991 - Definitions
  The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly...
• Section 5991.1 - Authority Of Board Of Directors
  (a) General rule.--The board of directors or other body of a nonprofit corporation that has elected to proceed under this subchapter shall have full...
• Section 5992 - Notice To Claimants
  (a) General rule.--After a nonprofit corporation that has elected to proceed under this subchapter has been dissolved in accordance with section 5977 (relating to...
• Section 5993 - Acceptance Or Rejection Of Matured Claims
  (a) Notice.--A dissolved nonprofit corporation or successor entity may reject, in whole or in part, any matured claim made by a claimant pursuant to...
• Section 5994 - Disposition Of Unmatured Claims
  (a) Contractual claims.--The dissolved nonprofit corporation or successor entity shall offer any claimant whose contractual claim made pursuant to section 5992 (relating to notice...
• Section 5995 - Court Proceedings
  (a) General rule.--A dissolved nonprofit corporation or successor entity that has given notice in accordance with section 5992 (relating to notice to claimants) shall...
• Section 5996 - No Revival Or Waiver
  The giving of any notice or making of any offer under this subchapter shall not revive any claim then barred or constitute acknowledgment by...
• Section 5997 - Payments And Distributions
  (a) General rule.--A dissolved nonprofit corporation or successor entity that has elected to proceed under this subchapter shall: (1) Pay the claims made and...
• Section 5998 - Liability Of Members (Repealed)
  § 5998. Liability of members (Repealed). 1992 Repeal. Section 5998 was repealed December 18, 1992, P.L.1333, No.169, effective in 60 days.

Last modified: October 8, 2016