(a) General rule.--Every amendment of the articles of a nonprofit corporation shall be proposed:
(1) by the adoption by the board of directors or other body of a resolution setting forth the proposed amendment;
(2) unless otherwise provided in the articles, by petition of members entitled to cast at least 10% of the votes that all members are entitled to cast thereon, setting forth the proposed amendment, which petition shall be directed to the board of directors and filed with the secretary of the corporation; or
(3) by such other method as may be provided in the bylaws.
(b) Submission to members.--Except where the approval of the members is unnecessary under this subchapter, the board of directors or other body shall direct that the proposed amendment be submitted to a vote of the members entitled to vote thereon. An amendment proposed pursuant to subsection (a)(2) shall be submitted to a vote either at the next annual meeting held not earlier than 120 days after the amendment is proposed or at a special meeting of the members called for that purpose by the members.
(c) Form of amendment.--The resolution or petition shall contain the language of the proposed amendment of the articles:
(1) by setting forth the existing text of the articles or the provision thereof that is proposed to be amended, with brackets around language that is to be deleted and underscoring under language that is to be added or otherwise clearly showing the changes to be made; or
(2) by providing that the articles shall be amended so as to read as therein set forth in full, or that any provision thereof be amended so as to read as therein set forth in full, or that the matter stated in the resolution or petition be added to or stricken from the articles.
(d) Terms of amendment.--The resolution or petition may set forth the manner and basis of reclassifying the memberships in or shares of the corporation. Any of the terms of a plan of reclassification or other action contained in an amendment may be made dependent upon facts ascertainable outside of the amendment if the manner in which the facts will operate upon the terms of the amendment is set forth in the amendment. Such facts may include, without limitation, actions or events within the control of or determinations made by the corporation or a representative of the corporation.
(June 22, 2001, P.L.418, No.34, eff. 60 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment. Act 122 amended subsecs. (b) and (c)(1).
Cross References. Section 5912 is referred to in section 5914 of this title.
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