(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.
(b) Procedures.--The following apply to voting by the members:
(1) The manner of voting on any matter, including changes in the articles or bylaws, may be by ballot, mail or any reasonable means provided in a bylaw adopted by the members.
(2) If a bylaw adopted by the members provides a fair and reasonable procedure for the nomination of candidates for any office, only candidates who have been duly nominated in accordance therewith shall be eligible for election.
(3) Unless otherwise provided in a bylaw adopted by the members, in elections for directors at a meeting of members held at a geographic location, voting shall be by ballot. The members do not have the right to vote by ballot at a meeting that is not held at a geographic location pursuant to section 5708(c) (relating to use of conference telephone or other electronic technology).
(4) The candidates for election as directors receiving the highest number of votes from each class or group of classes, if any, of members entitled to elect directors separately up to the number of directors to be elected by such class or group of classes shall be elected. If at any meeting of members directors of more than one class are to be elected, each class of directors shall be elected in a separate election.
(c) Cumulative voting.--If a bylaw adopted by the members so provides, in each election of directors of a nonprofit corporation every member entitled to vote shall have the right to multiply the number of votes to which he may be entitled by the total number of directors to be elected in the same election by the members or the class of members to which he belongs, and he may cast the whole number of his votes for one candidate or he may distribute them among any two or more candidates.
(d) Sale of votes.--No member shall sell his vote or issue a proxy for money or anything of value.
(e) Voting lists.--Upon request of a member, the membership register shall be produced at any regular or special meeting of the corporation. If at any meeting the right of a person to vote is challenged, the presiding officer shall require the membership register to be produced as evidence of the right of the person challenged to vote, and all persons who appear by the membership register to be members entitled to vote may vote. See section 6145 (relating to applicability of certain safeguards to foreign corporations).
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001, P.L.418, No.34, eff. 60 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
Cross References. Section 5758 is referred to in sections 5504, 6145 of this title.
Structure Pennsylvania Consolidated & Unconsolidated Statutes
Pennsylvania Consolidated & Unconsolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 57 - Officers, Directors and Members
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 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 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 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 5757 - Action by members
Section 5758 - Voting rights of members
Section 5759 - Voting and other action by proxy
Section 5762 - Voting by corporations
Section 5763 - Determination of members of record
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