(a) General rule.--Subject to the limitations and restrictions imposed by statute and, except as otherwise provided in paragraph (4), subject to the limitations and restrictions contained in its articles, every nonprofit corporation shall have power:
(1) To have perpetual succession by its corporate name unless a limited period of duration is specified in its articles, subject to the power of the Attorney General under section 503 (relating to actions to revoke corporate franchises) and to the power of the General Assembly under the Constitution of Pennsylvania.
(2) To sue and be sued, complain and defend and participate as a party or otherwise in any judicial, administrative, arbitrative or other proceeding in its corporate name.
(3) To have a corporate seal, which may be altered at pleasure, and to use the seal by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
(4) To acquire, own and utilize any real or personal property, or any interest therein, wherever situated, regardless of any limitation set forth in its articles prior to January 1, 1972 as to the quantity or value of real or personal property which it may hold, or as to the amount of income derived therefrom.
(5) To sell, convey, mortgage, pledge, lease, exchange or otherwise dispose of all or any part of its property and assets, or any interest therein, wherever situated.
(6) To guarantee, become surety for, acquire, own and dispose of obligations, capital stock and other securities.
(7) To borrow money, issue or incur its obligations and secure any of its obligations by mortgage on or pledge of or security interest in all or any part of its property and assets, wherever situated, franchises or income, or any interest therein.
(8) To invest its funds, lend money and take and hold real and personal property as security for the repayment of funds so invested or loaned.
(9) To make contributions and donations.
(10) To use abbreviations, words, logos or symbols upon the records of the corporation, and in connection with the registration of, and inscription of ownership or entitlement on, certificates evidencing membership in or securities or obligations of the corporation, and upon checks, proxies, notices and other instruments and documents relating to the foregoing, which abbreviations, words, logos or symbols shall have the same force and effect as though the respective words and phrases for which they stand were set forth in full for the purposes of all statutes of this Commonwealth and all other purposes.
(11) To be a promoter, partner, member, associate or manager of any partnership, enterprise or venture or in any transaction, undertaking or arrangement that the corporation would have power to conduct itself, whether or not its participation involves sharing or delegation of control with or to others.
(12) To transact any lawful business that the board of directors or other body finds will aid governmental policy.
(13) To continue the salaries of such of its employees as may be serving in the active or reserve armed forces of the United States, or in the national guard or in any other organization established for the protection of the lives and property of citizens of this Commonwealth or the United States, during the term of that service or during such part thereof as the employees, by reason of that service, may be unable to perform their duties as employees of the corporation.
(14) To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, incentive and deferred compensation plans and other plans or trusts for any or all of its present or former representatives and, after their death, to grant allowances or pensions to their dependents or beneficiaries, whether or not the grant was made during their lifetime.
(15) To conduct its business, carry on its operations, have offices and exercise the powers granted by this article or any other provision of law in any jurisdiction within or without the United States.
(16) To elect or appoint and remove officers, employees and agents of the corporation, define their duties, fix their reasonable compensation and the reasonable compensation of directors, to lend any of the foregoing money and credit and to pay bonuses or other additional compensation to any of the foregoing for past services.
(17) To enter into any obligation appropriate for the transaction of its affairs, including contracts or other agreements with its members.
(18) To have and exercise all of the powers and means appropriate to effect the purpose or purposes for which the corporation is incorporated.
(19) To have and exercise all other powers enumerated elsewhere in this subpart or otherwise vested by law in the corporation.
(b) Enumeration unnecessary.--It shall not be necessary to set forth in the articles of the corporation the powers enumerated in subsection (a).
(c) Board to exercise.--See section 5721 (relating to board of directors).
(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 5502 is referred to in sections 5715, 5721, 7321, 7521 of this title.
Structure Pennsylvania Consolidated & Unconsolidated Statutes
Pennsylvania Consolidated & Unconsolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 55 - Corporate Powers, Duties and Safeguards
Section 5501 - Corporate capacity
Section 5503 - Defense of ultra vires
Section 5504 - Adoption, amendment and contents of bylaws
Section 5505 - Persons bound by bylaws
Section 5506 - Form of execution of instruments
Section 5507 - Registered office
Section 5508 - Corporate records; inspection by members
Section 5509 - Bylaws and other powers in emergency
Section 5510 - Certain specifically authorized debt terms
Section 5511 - Establishment of subordinate units
Section 5512 - Informational rights of a director
Section 5513 - Forum selection provisions
Section 5541 - Capital contributions of members
Section 5543 - Debt and security interests
Section 5543.1 - Usury not a defense (Repealed)
Section 5544 - Dues and assessments
Section 5545 - Income from corporate activities
Section 5546 - Purchase, sale, mortgage and lease of real property
Section 5546.1 - Insolvency or bankruptcy (Repealed)
Section 5547 - Authority to take and hold trust property
Section 5548 - Investment of trust funds
Section 5548.1 - Nonjudicial settlement agreement
Section 5549 - Transfer of trust or other assets to institutional trustee
Section 5550 - Devises, bequests and gifts after certain fundamental changes
Section 5551 - Dividends prohibited; compensation and certain payments authorized
Section 5553 - Liabilities of members
Section 5554 - Annual report of directors or other body
Section 5585 - Establishment or use of common trust funds authorized
Section 5586 - Restrictions on investments
Section 5587 - Determination of interests