(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:
(1) To adopt a new name, subject to the restrictions provided in this subpart.
(2) To modify any provision of the articles relating to its term of existence.
(3) To change, add to or diminish its purposes or to set forth different or additional purposes.
(4) To restate the articles in their entirety.
(5) To make any and as many other changes as desired.
(b) Exceptions.--An amendment adopted under this section shall not amend articles in such a way that as so amended they would not be authorized by this subpart as original articles of incorporation except that:
(1) Restated articles shall, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), state the address of the current instead of the initial registered office of the corporation in this Commonwealth and need not state the names and addresses of the incorporators.
(2) The corporation shall not be required to revise any other provision of its articles if the provision is valid and operative immediately prior to the delivery of the amendment to the department for filing.
(c) Amendments pursuant to other provisions.--Amendments to the articles authorized pursuant to Chapter 2 (relating to entities generally) or 3 (relating to entity transactions) or set forth in statements or certificates permitted or required to be delivered to the department for filing by sections 108 (relating to change in location or status of registered office provided by agent) and 138 (relating to statement of correction) or by this subpart need not be proposed or adopted in the manner provided in this subchapter, except to the extent that the provisions of this subchapter have been incorporated into Chapter 2 or 3 or into the provisions authorizing such statements or certificates.
(July 9, 2013, P.L.476, No.67, eff. 60 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 amended subsec. (b) and added subsec. (c).
Structure Pennsylvania Consolidated & Unconsolidated Statutes
Pennsylvania Consolidated & Unconsolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 59 - Amendments, Sale of Assets and Dissolution
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 5991.1 - 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