(a) General rule.--Any nonprofit corporation that has commenced business may dissolve voluntarily in the manner provided in this subchapter and wind up its affairs in the manner provided in section 5975 (relating to predissolution provision for liabilities) or Subchapter H (relating to postdissolution provision for liabilities). Voluntary dissolution shall be proposed by:
(1) the adoption by the board of directors or other body of a resolution recommending that the corporation be dissolved voluntarily;
(2) petition of members entitled to cast at least 10% of the votes that all members are entitled to cast thereon, setting forth a resolution recommending that the corporation be dissolved voluntarily, which petition shall be directed to the board of directors and filed with the secretary of the corporation; or
(3) such other method for proposing or adopting a resolution recommending that the corporation be dissolved voluntarily as may be provided in the bylaws.
The resolution shall contain a statement either that the dissolution shall proceed under section 5975 or that the dissolution shall proceed under Subchapter H.
(b) Submission to members.--The board of directors or other body or the petitioning members shall direct that the resolution recommending dissolution be submitted to a vote of the members of the corporation entitled to vote thereon at a regular or special meeting of the members.
(c) Cross reference.--See section 5974(e) (relating to amendment of winding-up election).
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment. Act 67 amended subsec. (b).
1992 Amendment. Act 169 amended subsec. (a) and added subsec. (c).
1990 Amendment. Act 198 reenacted and amended the entire section.
Cross References. Section 5972 is referred to in sections 5974, 5975 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