Pennsylvania Consolidated & Unconsolidated Statutes
Chapter 57 - Officers, Directors and Members
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 bylaws of any nonprofit corporation shall be given to the person either personally or by delivering a copy thereof:
(i) By first class or express mail, postage prepaid, or courier service, charges prepaid, to the person's postal address appearing on the books of the corporation or, in the case of directors or members of an other body, supplied by the person to the corporation for the purpose of notice. Notice under this subparagraph shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a courier service for delivery to that person.
(ii) By facsimile transmission, e-mail or other electronic communication to the facsimile number or address for e-mail or other electronic communications supplied by the person to the corporation for the purpose of notice. Notice under this subparagraph shall be deemed to have been given to the person entitled thereto when sent.
(2) A notice of meeting shall specify the day, hour and geographic location, if any, of the meeting and any other information required by any other provision of this subpart.
(b) Adjourned meetings of members.--When a meeting of members is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which the adjournment is taken, unless the board or other body fixes a new record date for the adjourned meeting or this subpart requires notice of the business to be transacted and such notice has not previously been given.
(c) Bulk mail notice.--A corporation having more than 100 members of record that gives notice by mail of any regular or special meeting of the members (or any other notice required by this subpart or by the articles or bylaws to be given to all members or to a class of members) at least 20 days prior to the day named for the meeting or any corporate or member action specified in the notice may use any class of postpaid mail.
(d) Notice by publication.--If the bylaws so provide, persons authorized or required to give notice of a meeting of members may, in lieu of any written notice of a meeting of members required to be given by this subpart, give notice of the meeting by causing notice of the meeting to be officially published. If 80% of the members of record entitled to vote at the meeting do not have addresses of record within the territory of general circulation of the newspapers required for official publication, the notice shall also be published in newspapers that have an aggregate territory of general circulation that includes the addresses of record of at least 80% of the members of record.
(e) Notice by public announcement.--In lieu of any written notice of a meeting of members required to be given by this subpart, persons authorized or required to give notice of a meeting of members of any church or other religious organization may give notice of the meeting by announcement at any two regular church or religious services held during different weeks within 30 days prior to the time at which the meeting of members will be held. In any case where notice of a meeting is given by announcement, notice shall be given at the last service preceding the meeting. In the event that two church or religious services are not held within such 30-day period, notice of a meeting of members shall be given as otherwise provided in this subchapter.
(f) Effect of notice pursuant to optional procedures.--For the purposes of this subpart, notice given under subsection (d) or (e) shall be deemed to be written notice to every member of record entitled to vote at a meeting or to every person otherwise entitled to notice.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; July 9, 2013, P.L.476, No.67, eff. 60 days; Nov. 3, 2022, P.L.1719, No.122, eff. 60 days)

2022 Amendment. Act 122 amended subsec. (a)(1).
2013 Amendment. Act 67 amended subsec. (a).
1990 Amendment. Act 198 reenacted and amended the entire section.

Structure Pennsylvania Consolidated & Unconsolidated Statutes

Pennsylvania Consolidated & Unconsolidated Statutes

Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

Chapter 57 - Officers, Directors and Members

Extra - Chapter Notes

Section 5701 - Applicability of subchapter

Section 5702 - Manner of giving notice

Section 5702.1 - Optional procedures for giving of notice (Repealed)

Section 5703 - Place and notice of meetings of board of directors or other body

Section 5704 - Place and notice of meetings of members

Section 5705 - Waiver of notice

Section 5706 - Modification of proposal contained in notice

Section 5707 - Exception to requirement of notice

Section 5708 - Use of conference telephone or other electronic technology

Section 5709 - Conduct of members meeting

Section 5711 - Alternative provisions

Section 5712 - Standard of care, justifiable reliance and business judgment rule

Section 5713 - Personal liability of directors

Section 5714 - Presumption of assent

Section 5715 - Exercise of powers generally

Section 5716 - Alternative standard

Section 5717 - Limitation on standing

Section 5718 - (Reserved)

Section 5719 - Renunciation of corporate opportunities

Section 5721 - Board of directors

Section 5722 - Qualifications of directors

Section 5723 - Number of directors

Section 5724 - Term of office of directors

Section 5725 - Selection of directors

Section 5726 - Removal of directors

Section 5727 - Quorum of and action by directors

Section 5728 - Interested directors or officers; quorum

Section 5729 - Voting rights of directors

Section 5730 - Compensation of directors

Section 5731 - Executive and other committees of the board

Section 5732 - Officers

Section 5733 - Removal of officers and agents

Section 5733.1 - Officer's standard of care and justifiable reliance

Section 5733.2 - Personal liability of officers

Section 5734 - Other body

Section 5741 - Third-party actions

Section 5742 - Derivative and corporate actions

Section 5743 - Mandatory indemnification

Section 5744 - Procedure for effecting indemnification

Section 5745 - Advancing expenses

Section 5746 - Supplementary coverage

Section 5747 - Power to purchase insurance

Section 5748 - Application to surviving or new corporations

Section 5749 - Application to employee benefit plans

Section 5750 - Duration and extent of coverage

Section 5751 - Classes and qualifications of membership

Section 5752 - Organization on a stock share basis

Section 5753 - Membership certificates

Section 5754 - Members grouped in local units

Section 5755 - Time of holding meetings of members

Section 5756 - Quorum

Section 5757 - Action by members

Section 5758 - Voting rights of members

Section 5759 - Voting and other action by proxy

Section 5760 - (Reserved)

Section 5761 - (Reserved)

Section 5762 - Voting by corporations

Section 5763 - Determination of members of record

Section 5764 - (Reserved)

Section 5764.1 - Actions by members to enforce a secondary right (Repealed)

Section 5765 - Judges of election

Section 5766 - Consent of members in lieu of meeting

Section 5767 - Appointment of custodian of corporation on deadlock or other cause

Section 5768 - Reduction of membership below stated number

Section 5769 - Termination and transfer of membership

Section 5770 - Voting powers and other rights of certain securityholders and other entities

Section 5781 - Derivative action

Section 5782 - Eligible member plaintiffs and security for costs

Section 5783 - Special litigation committee

Section 5784 - Proceeds and expenses

Section 5791 - Corporate action subject to subchapter

Section 5792 - Proceedings prior to corporate action

Section 5793 - Review of contested corporate action