Pennsylvania Consolidated & Unconsolidated Statutes
Chapter 59 - Amendments, Sale of Assets and Dissolution
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 resolution and without the consent of the members, authorize and designate the officers of the corporation to execute a deed of assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or file an answer consenting to the appointment of a receiver upon a complaint in the nature of an equity action filed by creditors or members, or, if insolvent, file an answer to an involuntary petition in bankruptcy admitting the insolvency of the corporation and its willingness to be adjudged a debtor on that ground.
(b) Bankruptcy proceedings.--If authorized pursuant to subsection (a), a nonprofit corporation may participate in proceedings under and in the manner provided by Title 11 of the United States Code (relating to bankruptcy) notwithstanding any contrary provision of its articles or bylaws or this subpart, other than sections 103 (relating to subordination of title to regulatory laws) and 5107 (relating to subordination of subpart to canon law). The corporation shall have full power and authority to put into effect and carry out a plan of reorganization or arrangement and the decrees and orders of the court, or judge or referee relative thereto, and may take any proceeding and do any act provided in the plan or arrangement or directed by such decrees and orders, without further action by its directors or members. Such power and authority may be exercised, and such proceedings and acts may be taken, as may be directed by such decrees or orders, by the trustees or receivers of the corporation appointed in the bankruptcy proceedings, or a majority thereof, or, if none be appointed and acting, by designated officers of the corporation, or by a master or other representative appointed by the court or judge or referee, with the effect as if exercised and taken by unanimous action of the directors and members of the corporation. Without limiting the generality or effect of the foregoing, the corporation may:
(1) alter, amend or repeal its bylaws;
(2) constitute or reconstitute and classify or reclassify its board of directors and name, constitute or appoint directors and officers in place of or in addition to all or some of the directors or officers then in office;
(3) amend its articles of incorporation, including without limitation for the purpose of altering, amending or repealing any provision of the articles or bylaws notwithstanding any provision therein that the articles or bylaws may be altered, amended or repealed only under certain conditions or only upon receiving the approval of a specified number or percentage of votes of members or of a class of members;
(4) be dissolved, transfer all or part of its assets, merge, consolidate, divide or convert to a business corporation, as permitted by this chapter;
(5) authorize and fix the terms, manner and conditions of the issuance of obligations; or
(6) lease its property and franchises to any person.
(c) Cross reference.--See the definition of "officer" in section 5103 (relating to definitions).
(June 22, 2001, P.L.418, No.34, eff. 60 days)

2001 Amendment. Act 34 amended subsecs. (a) and (b) intro. par.

Structure Pennsylvania Consolidated & Unconsolidated Statutes

Pennsylvania Consolidated & Unconsolidated Statutes

Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

Chapter 59 - Amendments, Sale of Assets and Dissolution

Extra - Chapter Notes

Section 5901 - Omission of certain provisions from filed plans (Deleted by amendment)

Section 5902 - Statement of termination

Section 5903 - Bankruptcy or insolvency proceedings

Section 5905 - Proposal of fundamental transactions

Section 5911 - Amendment of articles authorized

Section 5912 - Proposal of amendments

Section 5913 - Notice of meeting of members

Section 5914 - Adoption of amendments

Section 5915 - Articles of amendment

Section 5916 - Filing and effectiveness of articles of amendment

Section 5921 - Merger and consolidation authorized (Repealed)

Section 5922 - Plan of merger or consolidation (Repealed)

Section 5923 - Notice of meeting of members (Repealed)

Section 5924 - Adoption of plan (Repealed)

Section 5925 - Authorization by foreign corporations (Repealed)

Section 5926 - Articles of merger or consolidation (Repealed)

Section 5927 - Filing of articles of merger or consolidation (Repealed)

Section 5928 - Effective date of merger or consolidation (Repealed)

Section 5929 - Effect of merger or consolidation (Repealed)

Section 5930 - Voluntary transfer of corporate assets

Section 5951 - Division authorized (Repealed)

Section 5952 - Proposal and adoption of plan of division (Repealed)

Section 5953 - Division without member approval (Repealed)

Section 5954 - Articles of division (Repealed)

Section 5955 - Filing of articles of division (Repealed)

Section 5956 - Effective date of division (Repealed)

Section 5957 - Effect of division (Repealed)

Section 5971 - Voluntary dissolution by members or incorporators

Section 5972 - Proposal of voluntary dissolution

Section 5973 - Notice of meeting of members

Section 5974 - Adoption of proposal

Section 5974.1 - Articles of election to dissolve (Repealed)

Section 5974.2 - Articles rescinding election to dissolve (Repealed)

Section 5975 - Predissolution provision for liabilities

Section 5976 - Judicial supervision of proceedings

Section 5977 - Articles of dissolution

Section 5978 - Winding up of corporation after dissolution

Section 5979 - Survival of remedies and rights after dissolution

Section 5980 - Dissolution by domestication (Repealed)

Section 5981 - Proceedings upon application of member or director

Section 5982 - Proceedings upon application of creditor

Section 5983 - Proceedings upon petition of superior religious organization

Section 5984 - Appointment of receiver pendente lite and other interim powers

Section 5985 - Liquidating receiver

Section 5986 - Qualifications of receivers

Section 5987 - Proofs of claims

Section 5988 - Discontinuance of proceedings; reorganization

Section 5989 - Articles of involuntary dissolution

Section 5991 - Definitions

Section 5991.1 - Authority of board of directors

Section 5992 - Notice to claimants

Section 5993 - Acceptance or rejection of matured claims

Section 5994 - Disposition of unmatured claims

Section 5995 - Court proceedings

Section 5996 - No revival or waiver

Section 5997 - Payments and distributions

Section 5998 - Liability of members (Repealed)