GENERAL ASSOCIATION ACT OF 1988 — 1988 Pa. Act 177 (historical enacted text)

Historical Act text part 1

HOUSE AMENDED
PRIOR PRINTER'S NOS. 1659, 1735, 2419, PRINTER'S NO. 2515
2487
INTRODUCED BY WENGER, MELLOW, BRIGHTBILL, LINCOLN, LOEPER,
JUBELIRER, O'PAKE, STAUFFER, LEWIS, SALVATORE, FUMO, ROSS,
TILGHMAN, HANKINS, JONES AND FISHER, DECEMBER 7, 1987
AS AMENDED ON THIRD CONSIDERATION, HOUSE OF REPRESENTATIVES,
NOVEMBER 16, 1988
AN ACT
1 Amending the act of May 5, 1933 (P.L.364, No.106), entitled, as <--
2 amended, "An act relating to corporations; defining and
3 providing for the organization, merger, consolidation,
4 reorganization, winding up and dissolution of certain
5 corporations for profit; conferring certain rights, powers,
6 duties and immunities upon them and their officers and
7 shareholders; prescribing the conditions on which such
8 corporations may exercise their powers; providing for the
9 inclusion of certain existing corporations and associations
10 within the provisions of this act; prescribing the terms and
11 conditions upon which certain foreign corporations may be
12 admitted, or may continue, to do business within the
13 Commonwealth; conferring powers and imposing duties on the
14 courts of common pleas, and certain State departments,
15 commissions, and officers; authorizing certain State
16 departments, boards, commissions, or officers to collect fees
17 for services required to be rendered by this act; imposing
18 penalties; and repealing certain acts and parts of acts
19 relating to corporations and other entities," providing for
20 option and conversion rights; further providing for the
21 rights of shareholders; and providing for job protection.
22 RELATING TO ASSOCIATIONS, INCLUDING CORPORATIONS, PARTNERSHIPS <--
23 AND UNINCORPORATED ASSOCIATIONS; REVISING AND EXPANDING
24 CERTAIN PROVISIONS OF TITLE 15 (CORPORATIONS AND
25 UNINCORPORATED ASSOCIATIONS); RECONFIRMING AND EXPANDING THE
26 ABOLITION OF THE DOCTRINE OF DE FACTO MERGERS AND OTHER
27 FUNDAMENTAL TRANSACTIONS; PROVIDING FOR THE MAKING, FILING
28 AND ENFORCEMENT OF COOPERATIVE CONTRACTS; PROVIDING FOR <--
29 INCORPORATION OF PRODUCTIVE AND DISTRIBUTIVE WORKERS'
30 COOPERATIVES AND FOR PENALTIES; MAKING RELATED, CONFORMING,
1 REDESIGNATION, EDITORIAL AND OTHER CHANGES TO THE
2 PENNSYLVANIA CONSOLIDATED STATUTES; SEPARATELY ENACTING
3 CERTAIN RELATED PROVISIONS OF LAW; AND REPEALING CERTAIN ACTS
4 AND PARTS OF ACTS SUPPLIED BY THE ACT OR OTHERWISE OBSOLETE.
5 TABLE OF CONTENTS
6 DIVISION I. ASSOCIATIONS GENERALLY
7 SECTION 101. SHORT TITLE OF ACT.
8 SECTION 102. REPEAL OF CERTAIN PROVISIONS OF TITLE 15.
9 SECTION 103. AMENDMENT OF TITLE 15.
10 PART I. PRELIMINARY PROVISIONS
11 CHAPTER 1. GENERAL PROVISIONS
12 SUBCHAPTER A. PRELIMINARY PROVISIONS
13 § 101. SHORT TITLE AND APPLICATION OF TITLE.
14 § 102. DEFINITIONS.
15 § 103. SUBORDINATION OF TITLE TO REGULATORY LAWS.
16 § 104. EQUITABLE REMEDIES.
17 § 105. FEES.
18 § 106. EFFECT OF FILING PAPERS REQUIRED TO BE FILED.
19 § 107. FORM OF RECORDS.
20 § 108. CHANGE IN LOCATION OR STATUS OF REGISTERED OFFICE
21 PROVIDED BY AGENT.
22 § 109. NAME OF COMMERCIAL REGISTERED OFFICE PROVIDER IN LIEU OF
23 REGISTERED ADDRESS.
24 § 110. SUPPLEMENTARY GENERAL PRINCIPLES OF LAW APPLICABLE.
25 SUBCHAPTER B. FUNCTIONS AND POWERS OF DEPARTMENT OF STATE
26 § 131. APPLICATION OF SUBCHAPTER.
27 § 132. FUNCTIONS OF DEPARTMENT OF STATE.
28 § 133. POWERS OF DEPARTMENT OF STATE.
29 § 134. DOCKETING STATEMENT.
30 § 135. REQUIREMENTS TO BE MET BY FILED DOCUMENTS.
31 § 136. PROCESSING OF DOCUMENTS BY DEPARTMENT OF STATE.
1 § 137. COURT TO PASS UPON REJECTION OF DOCUMENTS BY DEPARTMENT
2 OF STATE.
3 § 138. STATEMENT OF CORRECTION.
4 § 139. TAX CLEARANCE OF CERTAIN FUNDAMENTAL TRANSACTIONS.
5 SUBCHAPTER C. DEFINITIVE AND CONTINGENT DOMESTICATION OF
6 FOREIGN ASSOCIATIONS
7 § 151. DOMESTICATION OF CERTAIN FOREIGN ASSOCIATIONS.
8 § 152. CONTINGENT DOMESTICATION OF CERTAIN FOREIGN
9 ASSOCIATIONS.
10 PART II. CORPORATIONS
11 SUBPART A. CORPORATIONS GENERALLY
12 CHAPTER 5. CORPORATIONS
13 SUBCHAPTER A. IN GENERAL
14 § 501. RESERVED POWER OF GENERAL ASSEMBLY.
15 § 502. APPLICATION OF CHAPTER.
16 § 503. ACTIONS TO REVOKE CORPORATE FRANCHISES.
17 § 504. VALIDATION OF CERTAIN DEFECTIVE CORPORATIONS.
18 § 505. VALIDATION OF CERTAIN DEFECTIVE CORPORATE ACTS.
19 § 506. SCOPE AND DURATION OF CERTAIN FRANCHISES.
20 § 507. VALIDATION OF CERTAIN SHARE AUTHORIZATIONS.
21 SUBCHAPTER B. INDEMNIFICATION AND CORPORATE DIRECTORS'
22 LIABILITY
23 § 511. STANDARD OF CARE AND JUSTIFIABLE RELIANCE.
24 § 512. PERSONAL LIABILITY OF DIRECTORS.
25 § 513. NONEXCLUSIVITY AND SUPPLEMENTARY COVERAGE.
26 SUBCHAPTER C. PROVISIONS APPLICABLE TO PARTICULAR TYPES
27 OF CORPORATIONS
28 § 521. PENSIONS AND ALLOWANCES.
29 § 522. INDEMNIFICATION OF AUTHORIZED REPRESENTATIVES.
30 § 523. ACTIONS BY SHAREHOLDERS OR MEMBERS TO ENFORCE A
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1 SECONDARY RIGHT.
2 SUBPART B. BUSINESS CORPORATIONS
3 ARTICLE A. PRELIMINARY PROVISIONS
4 CHAPTER 11. GENERAL PROVISIONS
5 § 1101. SHORT TITLES.
6 § 1102. APPLICATION OF SUBPART.
7 § 1103. DEFINITIONS.
8 § 1104. OTHER GENERAL PROVISIONS.
9 § 1105. RESTRICTION ON EQUITABLE RELIEF.
10 § 1106. UNIFORM APPLICATION OF SUBPART.
11 § 1107. LIMITATION ON INCORPORATION.
12 § 1108. EXECUTION OF DOCUMENTS.
13 ARTICLE B. DOMESTIC BUSINESS CORPORATIONS GENERALLY
14 CHAPTER 13. INCORPORATION
15 SUBCHAPTER A. INCORPORATION GENERALLY
16 § 1301. PURPOSES.
17 § 1302. NUMBER AND QUALIFICATIONS OF INCORPORATORS.
18 § 1303. CORPORATE NAME.
19 § 1304. REQUIRED NAME CHANGES BY SENIOR CORPORATIONS.
20 § 1305. RESERVATION OF CORPORATE NAME.
21 § 1306. ARTICLES OF INCORPORATION.
22 § 1307. ADVERTISEMENT.
23 § 1308. FILING OF ARTICLES.
24 § 1309. EFFECT OF FILING OF ARTICLES OF INCORPORATION.
25 § 1310. ORGANIZATION MEETING.
26 § 1311. FILING OF STATEMENT OF SUMMARY OF RECORD BY CERTAIN
27 CORPORATIONS.
28 SUBCHAPTER B. REVIVAL
29 § 1341. STATEMENT OF REVIVAL.
30 CHAPTER 15. CORPORATE POWERS, DUTIES AND SAFEGUARDS
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1 SUBCHAPTER A. GENERAL PROVISIONS
2 § 1501. CORPORATE CAPACITY.
3 § 1502. GENERAL POWERS.
4 § 1503. DEFENSE OF ULTRA VIRES.
5 § 1504. ADOPTION, AMENDMENT AND CONTENTS OF BYLAWS.
6 § 1505. PERSONS BOUND BY BYLAWS.
7 § 1506. FORM OF EXECUTION OF INSTRUMENTS.
8 § 1507. REGISTERED OFFICE.
9 § 1508. CORPORATE RECORDS; INSPECTION.
10 § 1509. BYLAWS AND OTHER POWERS IN EMERGENCY.
11 § 1510. USURY NOT A DEFENSE.
12 § 1511. ADDITIONAL POWERS OF CERTAIN PUBLIC UTILITY
13 CORPORATIONS.
14 SUBCHAPTER B. SHARES AND OTHER SECURITIES
15 § 1521. AUTHORIZED SHARES.
16 § 1522. ISSUANCE OF SHARES IN CLASSES OR SERIES; BOARD ACTION.
17 § 1523. PRICING AND ISSUANCE OF SHARES.
18 § 1524. PAYMENT FOR SHARES.
19 § 1525. STOCK RIGHTS AND OPTIONS.
20 § 1526. LIABILITY OF SUBSCRIBERS AND SHAREHOLDERS.
21 § 1527. ISSUANCE OF FRACTIONAL SHARES OR SCRIP.
22 § 1528. SHARES REPRESENTED BY CERTIFICATES AND UNCERTIFICATED
23 SHARES.
24 § 1529. TRANSFER OF SECURITIES; RESTRICTIONS.
25 § 1530. PREEMPTIVE RIGHTS OF SHAREHOLDERS.
26 § 1531. VOTING POWERS AND OTHER RIGHTS OF CERTAIN
27 SECURITYHOLDERS AND OTHER ENTITIES.
28 § 1532. EFFECT OF FAILURE TO SURRENDER SECURITIES CONVERTED BY
29 REORGANIZATION.
30 SUBCHAPTER C. CORPORATE FINANCE
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1 § 1551. DISTRIBUTIONS TO SHAREHOLDERS.
2 § 1552. POWER OF CORPORATION TO ACQUIRE ITS OWN SHARES.
3 § 1553. LIABILITY FOR UNLAWFUL DIVIDENDS AND OTHER
4 DISTRIBUTIONS.
5 § 1554. FINANCIAL REPORTS TO SHAREHOLDERS.
6 SUBCHAPTER D. DISSENTERS RIGHTS
7 § 1571. APPLICATION AND EFFECT OF SUBCHAPTER.
8 § 1572. DEFINITIONS.
9 § 1573. RECORD AND BENEFICIAL HOLDERS AND OWNERS.
10 § 1574. NOTICE OF INTENTION TO DISSENT.
11 § 1575. NOTICE TO DEMAND PAYMENT.
12 § 1576. FAILURE TO COMPLY WITH NOTICE TO DEMAND PAYMENT, ETC.
13 § 1577. RELEASE OF RESTRICTIONS OR PAYMENT FOR SHARES.
14 § 1578. ESTIMATE BY DISSENTER OF FAIR VALUE OF SHARES.
15 § 1579. VALUATION PROCEEDINGS GENERALLY.
16 § 1580. COSTS AND EXPENSES OF VALUATION PROCEEDINGS.
17 CHAPTER 17. OFFICERS, DIRECTORS AND SHAREHOLDERS
18 SUBCHAPTER A. NOTICE AND MEETINGS GENERALLY
19 § 1701. APPLICABILITY OF SUBCHAPTER.
20 § 1702. MANNER OF GIVING NOTICE.
21 § 1703. PLACE AND NOTICE OF MEETINGS OF BOARD OF DIRECTORS.
22 § 1704. PLACE AND NOTICE OF MEETINGS OF SHAREHOLDERS.
23 § 1705. WAIVER OF NOTICE.
24 § 1706. MODIFICATION OF PROPOSAL CONTAINED IN NOTICE.
25 § 1707. EXCEPTION TO REQUIREMENT OF NOTICE.
26 § 1708. USE OF CONFERENCE TELEPHONE AND SIMILAR EQUIPMENT.
27 SUBCHAPTER B. DIRECTORS AND OFFICERS
28 § 1721. BOARD OF DIRECTORS.
29 § 1722. QUALIFICATIONS OF DIRECTORS.
30 § 1723. NUMBER OF DIRECTORS.
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1 § 1724. TERM OF OFFICE OF DIRECTORS.
2 § 1725. SELECTION OF DIRECTORS.
3 § 1726. REMOVAL OF DIRECTORS.
4 § 1727. QUORUM OF AND ACTION BY DIRECTORS.
5 § 1728. INTERESTED DIRECTORS OR OFFICERS; QUORUM.
6 § 1729. VOTING RIGHTS OF DIRECTORS.
7 § 1730. COMPENSATION OF DIRECTORS.
8 § 1731. EXECUTIVE AND OTHER COMMITTEES OF THE BOARD.
9 § 1732. OFFICERS.
10 § 1733. REMOVAL OF OFFICERS AND AGENTS.
11 SUBCHAPTER C. INDEMNIFICATION
12 § 1741. THIRD PARTY ACTIONS.
13 § 1742. DERIVATIVE ACTIONS.
14 § 1743. MANDATORY INDEMNIFICATION.
15 § 1744. PROCEDURE FOR EFFECTING INDEMNIFICATION.
16 § 1745. ADVANCING EXPENSES.
17 § 1746. SUPPLEMENTARY COVERAGE.
18 § 1747. POWER TO PURCHASE INSURANCE.
19 § 1748. APPLICATION TO SURVIVING OR NEW CORPORATIONS.
20 § 1749. APPLICATION TO EMPLOYEE BENEFIT PLANS.
21 § 1750. DURATION AND EXTENT OF COVERAGE.
22 SUBCHAPTER D. SHAREHOLDERS
23 § 1755. TIME OF HOLDING MEETINGS OF SHAREHOLDERS.
24 § 1756. QUORUM.
25 § 1757. ACTION BY SHAREHOLDERS.
26 § 1758. VOTING RIGHTS OF SHAREHOLDERS.
27 § 1759. VOTING AND OTHER ACTION BY PROXY.
28 § 1760. VOTING BY FIDUCIARIES AND PLEDGEES.
29 § 1761. VOTING BY JOINT HOLDERS OF SHARES.
30 § 1762. VOTING BY CORPORATIONS.
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1 § 1763. DETERMINATION OF SHAREHOLDERS OF RECORD.
2 § 1764. VOTING LISTS.
3 § 1765. JUDGES OF ELECTION.
4 § 1766. CONSENT OF SHAREHOLDERS IN LIEU OF MEETING.
5 § 1767. APPOINTMENT OF CUSTODIAN OF CORPORATION ON DEADLOCK OR
6 OTHER CAUSE.
7 § 1768. VOTING TRUSTS AND OTHER AGREEMENTS AMONG SHAREHOLDERS.
8 § 1769. MINORS AS SECURITYHOLDERS.
9 § 1770. INTERESTED SHAREHOLDERS.
10 SUBCHAPTER E. DERIVATIVE ACTIONS
11 § 1781. (RESERVED).
12 § 1782. ACTIONS AGAINST DIRECTORS AND OFFICERS.
13 SUBCHAPTER F. JUDICIAL SUPERVISION OF CORPORATE ACTION
14 § 1791. CORPORATE ACTION SUBJECT TO SUBCHAPTER.
15 § 1792. PROCEEDINGS PRIOR TO CORPORATE ACTION.
16 § 1793. REVIEW OF CONTESTED CORPORATE ACTION.
17 CHAPTER 19. FUNDAMENTAL CHANGES
18 SUBCHAPTER A. PRELIMINARY PROVISIONS
19 § 1901. OMISSION OF CERTAIN PROVISIONS FROM FILED PLANS.
20 § 1902. STATEMENT OF TERMINATION.
21 § 1903. BANKRUPTCY OR INSOLVENCY PROCEEDINGS.
22 § 1904. DE FACTO TRANSACTION DOCTRINE ABOLISHED.
23 § 1905. PROPOSAL OF FUNDAMENTAL TRANSACTIONS.
24 § 1906. SPECIAL TREATMENT OF HOLDERS OF SHARES OF SAME CLASS
25 OR SERIES.
26 SUBCHAPTER B. AMENDMENT OF ARTICLES
27 § 1911. AMENDMENT OF ARTICLES AUTHORIZED.
28 § 1912. PROPOSAL OF AMENDMENTS.
29 § 1913. NOTICE OF MEETING OF SHAREHOLDERS.
30 § 1914. ADOPTION OF AMENDMENTS.
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1 § 1915. ARTICLES OF AMENDMENT.
2 § 1916. FILING AND EFFECTIVENESS OF ARTICLES OF AMENDMENT.
3 SUBCHAPTER C. MERGER, CONSOLIDATION, SHARE EXCHANGES AND
4 SALE OF ASSETS
5 § 1921. MERGER AND CONSOLIDATION AUTHORIZED.
6 § 1922. PLAN OF MERGER OR CONSOLIDATION.
7 § 1923. NOTICE OF MEETING OF SHAREHOLDERS.
8 § 1924. ADOPTION OF PLAN.
9 § 1925. AUTHORIZATION BY FOREIGN CORPORATIONS.
10 § 1926. ARTICLES OF MERGER OR CONSOLIDATION.
11 § 1927. FILING OF ARTICLES OF MERGER OR CONSOLIDATION.
12 § 1928. EFFECTIVE DATE OF MERGER OR CONSOLIDATION.
13 § 1929. EFFECT OF MERGER OR CONSOLIDATION.
14 § 1930. DISSENTERS RIGHTS.
15 § 1931. SHARE EXCHANGES.
16 § 1932. VOLUNTARY TRANSFER OF CORPORATE ASSETS.
17 SUBCHAPTER D. DIVISION
18 § 1951. DIVISION AUTHORIZED.
19 § 1952. PROPOSAL AND ADOPTION OF PLAN OF DIVISION.
20 § 1953. DIVISION WITHOUT SHAREHOLDER APPROVAL.
21 § 1954. ARTICLES OF DIVISION.
22 § 1955. FILING OF ARTICLES OF DIVISION.
23 § 1956. EFFECTIVE DATE OF DIVISION.
24 § 1957. EFFECT OF DIVISION.
25 SUBCHAPTER E. CONVERSION
26 § 1961. CONVERSION AUTHORIZED.
27 § 1962. PROPOSAL AND ADOPTION OF PLAN OF CONVERSION.
28 § 1963. ARTICLES OF CONVERSION.
29 § 1964. FILING OF ARTICLES OF CONVERSION.
30 § 1965. EFFECTIVE DATE OF CONVERSION.
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1 § 1966. EFFECT OF CONVERSION.
2 SUBCHAPTER F. VOLUNTARY DISSOLUTION AND WINDING UP
3 § 1971. VOLUNTARY DISSOLUTION BY SHAREHOLDERS OR INCORPORATORS.
4 § 1972. PROPOSAL OF VOLUNTARY DISSOLUTION.
5 § 1973. NOTICE OF MEETING OF SHAREHOLDERS.
6 § 1974. ADOPTION OF PROPOSAL.
7 § 1975. WINDING UP IN VOLUNTARY DISSOLUTION PROCEEDINGS.
8 § 1976. JUDICIAL SUPERVISION OF PROCEEDINGS.
9 § 1977. ARTICLES OF DISSOLUTION.
10 § 1978. WINDING UP OF CORPORATION UPON THE EXPIRATION OF ITS
11 PERIOD OF DURATION.
12 § 1979. SURVIVAL OF REMEDIES AND RIGHTS AFTER DISSOLUTION.
13 § 1980. DISSOLUTION BY DOMESTICATION.
14 SUBCHAPTER G. INVOLUNTARY LIQUIDATION AND DISSOLUTION
15 § 1981. PROCEEDINGS UPON APPLICATION OF SHAREHOLDER OR
16 DIRECTOR.
17 § 1982. PROCEEDINGS UPON APPLICATION OF CREDITOR.
18 § 1983. (RESERVED).
19 § 1984. APPOINTMENT OF RECEIVER PENDENTE LITE AND OTHER INTERIM
20 POWERS.
21 § 1985. LIQUIDATING RECEIVER.
22 § 1986. QUALIFICATIONS OF RECEIVERS.
23 § 1987. PROOF OF CLAIMS.
24 § 1988. DISCONTINUANCE OF PROCEEDINGS; REORGANIZATION.
25 § 1989. ARTICLES OF INVOLUNTARY DISSOLUTION.
26 SUBCHAPTER H. POSTDISSOLUTION CLAIMS
27 § 1991. DEFINITION OF SUCCESSOR ENTITY.
28 § 1992. NOTICE TO CLAIMANTS.
29 § 1993. ACCEPTANCE OR REJECTION OF MATURED CLAIMS.
30 § 1994. DISPOSITION OF UNMATURED CLAIMS.
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1 § 1995. COURT PROCEEDINGS.
2 § 1996. NO REVIVAL OR WAIVER.
3 § 1997. PAYMENTS AND DISTRIBUTIONS.
4 § 1998. LIABILITY OF SHAREHOLDERS.
5 ARTICLE C. DOMESTIC BUSINESS CORPORATION ANCILLARIES
6 CHAPTER 21. NONSTOCK CORPORATIONS
7 SUBCHAPTER A. PRELIMINARY PROVISIONS
8 § 2101. APPLICATION AND EFFECT OF CHAPTER.
9 § 2102. FORMATION OF NONSTOCK CORPORATIONS.
10 § 2103. CONTENTS OF ARTICLES AND OTHER DOCUMENTS OF NONSTOCK
11 CORPORATIONS.
12 § 2104. ELECTION OF AN EXISTING BUSINESS CORPORATION TO BECOME
13 A NONSTOCK CORPORATION.
14 § 2105. TERMINATION OF NONSTOCK CORPORATION STATUS.
15 SUBCHAPTER B. POWERS, DUTIES AND SAFEGUARDS
16 § 2121. CORPORATE NAME OF NONSTOCK CORPORATIONS.
17 § 2122. CLASSES OF MEMBERSHIP.
18 § 2123. EVIDENCE OF MEMBERSHIP; LIABILITY OF MEMBERS.
19 § 2124. VOTING RIGHTS OF MEMBERS.
20 § 2125. INAPPLICABILITY OF CERTAIN PROVISIONS TO NONSTOCK
21 CORPORATIONS.
22 § 2126. DISSOLUTION OF NONSTOCK CORPORATIONS.
23 CHAPTER 23. STATUTORY CLOSE CORPORATIONS
24 SUBCHAPTER A. PRELIMINARY PROVISIONS
25 § 2301. APPLICATION AND EFFECT OF CHAPTER.
26 § 2302. DEFINITION OF MINIMUM VOTE.
27 § 2303. FORMATION OF STATUTORY CLOSE CORPORATIONS.
28 § 2304. ADDITIONAL CONTENTS OF ARTICLES OF STATUTORY CLOSE
29 CORPORATIONS.
30 § 2305. ELECTION OF AN EXISTING BUSINESS CORPORATION TO BECOME
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1 A STATUTORY CLOSE CORPORATION.
2 § 2306. LIMITATIONS ON CONTINUATION OF STATUTORY CLOSE
3 CORPORATION STATUS.
4 § 2307. VOLUNTARY TERMINATION OF STATUTORY CLOSE CORPORATION
5 STATUS BY AMENDMENT OF ARTICLES.
6 § 2308. ISSUANCE OR TRANSFER OF SHARES OF A STATUTORY CLOSE
7 CORPORATION IN BREACH OF QUALIFYING CONDITIONS.
8 § 2309. INVOLUNTARY TERMINATION OF STATUTORY CLOSE CORPORATION
9 STATUS; PROCEEDING TO PREVENT LOSS OF STATUS.
10 SUBCHAPTER B. SHARES
11 § 2321. SHARES.
12 § 2322. SHARE TRANSFER RESTRICTIONS.
13 § 2323. TRANSFER OF SHARES IN BREACH OF TRANSFER RESTRICTIONS.
14 § 2324. CORPORATION OPTION WHERE A RESTRICTION ON TRANSFER OF A
15 SECURITY IS HELD INVALID.
16 § 2325. SALE OPTION OF ESTATE OF SHAREHOLDER.
17 SUBCHAPTER C. POWERS, DUTIES AND SAFEGUARDS
18 § 2331. DIRECTORS.
19 § 2332. MANAGEMENT BY SHAREHOLDERS.
20 § 2333. APPOINTMENT OF CUSTODIAN FOR STATUTORY CLOSE
21 CORPORATION.
22 § 2334. APPOINTMENT OF PROVISIONAL DIRECTOR IN CERTAIN CASES.
23 § 2335. OPERATING CORPORATION AS PARTNERSHIP.
24 § 2336. FUNDAMENTAL CHANGES.
25 § 2337. OPTION OF SHAREHOLDER TO DISSOLVE CORPORATION.
26 CHAPTER 25. REGISTERED CORPORATIONS
27 SUBCHAPTER A. PRELIMINARY PROVISIONS
28 § 2501. APPLICATION AND EFFECT OF CHAPTER.
29 § 2502. REGISTERED CORPORATION STATUS.
30 § 2503. ACQUISITION OF REGISTERED CORPORATION STATUS.
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1 § 2504. TERMINATION OF REGISTERED CORPORATION STATUS.
2 SUBCHAPTER B. POWERS, DUTIES AND SAFEGUARDS
3 § 2511. FINANCIAL REPORTS TO SHAREHOLDERS.
4 § 2512. DISSENTERS RIGHTS PROCEDURE.
5 § 2513. DISPARATE TREATMENT OF CERTAIN PERSONS.
6 SUBCHAPTER C. DIRECTORS AND SHAREHOLDERS
7 § 2521. CALL OF SPECIAL MEETINGS OF SHAREHOLDERS.
8 § 2522. ADJOURNMENT OF MEETINGS OF SHAREHOLDERS.
9 § 2523. QUORUM AT SHAREHOLDER MEETINGS.
10 § 2524. CONSENT OF SHAREHOLDERS IN LIEU OF MEETING.
11 SUBCHAPTER D. FUNDAMENTAL CHANGES GENERALLY
12 § 2535. PROPOSAL OF AMENDMENT TO ARTICLES.
13 § 2536. APPLICATION BY DIRECTOR FOR INVOLUNTARY DISSOLUTION.
14 § 2537. DISSENTERS RIGHTS IN ASSET TRANSFERS.
15 SUBCHAPTER E. CONTROL TRANSACTIONS
16 § 2541. APPLICATION AND EFFECT OF SUBCHAPTER.
17 § 2542. DEFINITIONS.
18 § 2543. CONTROLLING PERSON OR GROUP.
19 § 2544. RIGHT OF SHAREHOLDERS TO RECEIVE PAYMENT FOR SHARES.
20 § 2545. NOTICE TO SHAREHOLDERS.
21 § 2546. SHAREHOLDER DEMAND FOR FAIR VALUE.
22 § 2547. VALUATION PROCEDURES.
23 § 2548. COORDINATION WITH CONTROL TRANSACTION.
24 SUBCHAPTER F. BUSINESS COMBINATIONS
25 § 2551. APPLICATION AND EFFECT OF SUBCHAPTER.
26 § 2552. DEFINITIONS.
27 § 2553. INTERESTED SHAREHOLDER.
28 § 2554. BUSINESS COMBINATION.
29 § 2555. REQUIREMENTS RELATING TO CERTAIN BUSINESS
30 COMBINATIONS.
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1 § 2556. CERTAIN MINIMUM CONDITIONS.
2 CHAPTER 27. MANAGEMENT CORPORATIONS
3 SUBCHAPTER A. PRELIMINARY PROVISIONS
4 § 2701. APPLICATION AND EFFECT OF CHAPTER.
5 § 2702. ELECTION OF AN EXISTING BUSINESS CORPORATION TO BECOME
6 A MANAGEMENT CORPORATION.
7 § 2703. DATE AND DURATION OF ELECTION.
8 § 2704. DISSENTERS RIGHTS UPON ELECTION.
9 SUBCHAPTER B. POWERS, DUTIES AND SAFEGUARDS
10 § 2711. BYLAW AND FUNDAMENTAL CHANGE PROCEDURES.
11 § 2712. CHANGES IN AUTHORIZED SHARES.
12 SUBCHAPTER C. DIRECTORS AND SHAREHOLDERS
13 § 2721. SELECTION AND REMOVAL OF DIRECTORS.
14 § 2722. SHAREHOLDER MEETINGS UNNECESSARY.
15 CHAPTER 29. PROFESSIONAL CORPORATIONS
16 SUBCHAPTER A. PRELIMINARY PROVISIONS
17 § 2901. APPLICATION AND EFFECT OF CHAPTER.
18 § 2902. DEFINITIONS.
19 § 2903. FORMATION OF PROFESSIONAL CORPORATIONS.
20 § 2904. ELECTION OF AN EXISTING BUSINESS CORPORATION TO BECOME
21 A PROFESSIONAL CORPORATION.
22 § 2905. ELECTION OF PROFESSIONAL ASSOCIATIONS TO BECOME
23 PROFESSIONAL CORPORATIONS.
24 § 2906. TERMINATION OF PROFESSIONAL CORPORATION STATUS.
25 § 2907. PROCEEDINGS TO TERMINATE BREACH OF QUALIFYING
26 CONDITIONS.
27 SUBCHAPTER B. POWERS, DUTIES AND SAFEGUARDS
28 § 2921. CORPORATE NAME.
29 § 2922. STATED PURPOSES.
30 § 2923. ISSUANCE AND RETENTION OF SHARES.
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1 § 2924. RENDERING PROFESSIONAL SERVICES.
2 § 2925. PROFESSIONAL RELATIONSHIP RETAINED.
3 ARTICLE D. FOREIGN BUSINESS CORPORATIONS
4 CHAPTER 41. FOREIGN BUSINESS CORPORATIONS
5 SUBCHAPTER A. PRELIMINARY PROVISIONS
6 § 4101. APPLICATION OF ARTICLE.
7 § 4102. FOREIGN DOMICILIARY CORPORATIONS.
8 § 4103. ACQUISITION OF FOREIGN DOMICILIARY CORPORATION STATUS.
9 § 4104. TERMINATION OF FOREIGN DOMICILIARY CORPORATION STATUS.
10 SUBCHAPTER B. QUALIFICATION
11 § 4121. ADMISSION OF FOREIGN CORPORATIONS.
12 § 4122. EXCLUDED ACTIVITIES.
13 § 4123. REQUIREMENTS FOR FOREIGN CORPORATION NAMES.
14 § 4124. APPLICATION FOR A CERTIFICATE OF AUTHORITY.
15 § 4125. ISSUANCE OF CERTIFICATE OF AUTHORITY.
16 § 4126. AMENDED CERTIFICATE OF AUTHORITY.
17 § 4127. MERGER, CONSOLIDATION OR DIVISION OF QUALIFIED FOREIGN
18 CORPORATIONS.
19 § 4128. REVOCATION OF CERTIFICATE OF AUTHORITY.
20 § 4129. APPLICATION FOR TERMINATION OF AUTHORITY.
21 § 4130. CHANGE OF ADDRESS AFTER WITHDRAWAL.
22 § 4131. REGISTRATION OF NAME.
23 SUBCHAPTER C. POWERS, DUTIES AND LIABILITIES
24 § 4141. PENALTY FOR DOING BUSINESS WITHOUT CERTIFICATE OF
25 AUTHORITY.
26 § 4142. GENERAL POWERS AND DUTIES OF QUALIFIED FOREIGN
27 CORPORATIONS.
28 § 4143. GENERAL POWERS AND DUTIES OF NONQUALIFIED FOREIGN
29 CORPORATIONS.
30 § 4144. REGISTERED OFFICE OF QUALIFIED FOREIGN CORPORATIONS.
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1 § 4145. APPLICABILITY OF CERTAIN SAFEGUARDS TO FOREIGN
2 DOMICILIARY CORPORATIONS.
3 § 4146. PROVISIONS APPLICABLE TO ALL FOREIGN CORPORATIONS.
4 SUBCHAPTER D. DOMESTICATION
5 § 4161. DOMESTICATION.
6 § 4162. EFFECT OF DOMESTICATION.
7 SUBPART C. NONPROFIT CORPORATIONS
8 ARTICLE A. PRELIMINARY PROVISIONS
9 CHAPTER 51. GENERAL PROVISIONS
10 § 5101. SHORT TITLES.
11 § 5102. APPLICATION OF SUBPART.
12 § 5103. DEFINITIONS.
13 § 5104. OTHER GENERAL PROVISIONS.
14 § 5105. SAVING CLAUSE AND RESTRICTION ON EQUITABLE RELIEF.
15 § 5106. LIMITED UNIFORM APPLICATION OF SUBPART.
16 § 5107. SUBORDINATION OF SUBPART TO CANON LAW.
17 § 5108. LIMITATION ON INCORPORATION.
18 § 5109. EXECUTION OF DOCUMENTS.
19 ARTICLE B. DOMESTIC NONPROFIT CORPORATIONS GENERALLY
20 CHAPTER 53. INCORPORATION
21 SUBCHAPTER A. INCORPORATION GENERALLY
22 § 5301. PURPOSES.
23 § 5302. NUMBER AND QUALIFICATIONS OF INCORPORATORS.
24 § 5303. CORPORATE NAME.
25 § 5304. REQUIRED NAME CHANGES BY SENIOR CORPORATIONS.
26 § 5305. RESERVATION OF CORPORATE NAME.
27 § 5306. ARTICLES OF INCORPORATION.
28 § 5307. ADVERTISEMENT.
29 § 5308. FILING OF ARTICLES.
30 § 5309. EFFECT OF FILING OF ARTICLES OF INCORPORATION.
19870S1200B2515 - 15 -
1 § 5310. ORGANIZATION MEETING.
2 § 5311. FILING OF CERTIFICATE OF SUMMARY OF RECORD BY CERTAIN
3 CORPORATIONS.
4 SUBCHAPTER B. SPECIAL PROCEDURES APPLICABLE TO CERTAIN
5 CORPORATIONS
6 § 5331. UNINCORPORATED ASSOCIATIONS.
7 SUBCHAPTER C. REVIVAL (RESERVED)
8 CHAPTER 55. CORPORATE POWERS, DUTIES AND SAFEGUARDS
9 SUBCHAPTER A. GENERAL PROVISIONS
10 § 5501. CORPORATE CAPACITY.
11 § 5502. GENERAL POWERS.
12 § 5503. DEFENSE OF ULTRA VIRES.
13 § 5504. ADOPTION AND CONTENTS OF BYLAWS.
14 § 5505. PERSONS BOUND BY BYLAWS.
15 § 5506. FORM OF EXECUTION OF INSTRUMENTS.
16 § 5507. REGISTERED OFFICE.
17 § 5508. CORPORATE RECORDS; INSPECTION.
18 § 5509. BYLAWS AND OTHER POWERS IN EMERGENCY.
19 § 5510. (RESERVED).
20 § 5511. ESTABLISHMENT OF SUBORDINATE UNITS.
21 SUBCHAPTER B. FINANCIAL MATTERS
22 § 5541. CAPITAL CONTRIBUTIONS OF MEMBERS.
23 § 5542. SUBVENTIONS.
24 § 5543. DEBT AND SECURITY INTERESTS.
25 § 5543.1. USURY NOT A DEFENSE.
26 § 5544. FEES, DUES AND ASSESSMENTS.
27 § 5545. INCOME FROM CORPORATE ACTIVITIES.
28 § 5546. PURCHASE, SALE, MORTGAGE AND LEASE OF REAL PROPERTY.
29 § 5546.1. INSOLVENCY OR BANKRUPTCY.
30 § 5547. AUTHORITY TO TAKE AND HOLD TRUST PROPERTY.
19870S1200B2515 - 16 -
1 § 5548. INVESTMENT OF TRUST FUNDS.
2 § 5549. TRANSFER OF TRUST OR OTHER ASSETS TO INSTITUTIONAL
3 TRUSTEE.
4 § 5550. DEVISES, BEQUESTS AND GIFTS AFTER CERTAIN FUNDAMENTAL
5 CHANGES.
6 § 5551. DIVIDENDS PROHIBITED; COMPENSATION AND CERTAIN PAYMENTS
7 AUTHORIZED.
8 § 5552. LIABILITIES OF MEMBERS.
9 § 5553. ANNUAL REPORT OF DIRECTORS OR OTHER BODY.
10 SUBCHAPTER C. COMMON TRUST FUNDS
11 § 5585. ESTABLISHMENT OR USE OF COMMON TRUST FUNDS AUTHORIZED.
12 § 5586. RESTRICTIONS ON INVESTMENTS.
13 § 5587. DETERMINATION OF INTERESTS.
14 § 5588. AMORTIZATION OF PREMIUMS ON SECURITIES HELD.
15 § 5589. RECORDS; OWNERSHIP OF ASSETS.
16 CHAPTER 57. OFFICERS, DIRECTORS AND MEMBERS
17 SUBCHAPTER A. NOTICE AND MEETINGS GENERALLY
18 § 5701. APPLICABILITY OF SUBCHAPTER.
19 § 5702. MANNER OF GIVING NOTICE.
20 § 5702.1. OPTIONAL PROCEDURES FOR GIVING OF NOTICE.
21 § 5703. PLACE AND NOTICE OF MEETINGS OF BOARD OF DIRECTORS OR
22 OTHER BODY.
23 § 5704. PLACE AND NOTICE OF MEETINGS OF MEMBERS.
24 § 5705. WAIVER OF NOTICE.
25 § 5706. MODIFICATION OF PROPOSAL CONTAINED IN NOTICE.
26 § 5707. EXCEPTION TO REQUIREMENT OF NOTICE.
27 § 5708. USE OF CONFERENCE TELEPHONE AND SIMILAR EQUIPMENT.
28 SUBCHAPTER B. DIRECTORS, OFFICERS AND MEMBERS OF AN OTHER
29 BODY
30 § 5721. BOARD OF DIRECTORS.
19870S1200B2515 - 17 -
1 § 5722. QUALIFICATIONS OF DIRECTORS.
2 § 5723. NUMBER OF DIRECTORS.
3 § 5724. TERM OF OFFICE OF DIRECTORS.
4 § 5725. SELECTION OF DIRECTORS.
5 § 5726. REMOVAL OF DIRECTORS.
6 § 5727. QUORUM OF AND ACTION BY DIRECTORS.
7 § 5728. INTERESTED MEMBERS, DIRECTORS OR OFFICERS; QUORUM.
8 § 5729. VOTING RIGHTS OF DIRECTORS.
9 § 5730. COMPENSATION OF DIRECTORS.
10 § 5731. EXECUTIVE AND OTHER COMMITTEES OF THE BOARD.
11 § 5732. OFFICERS.
12 § 5733. REMOVAL OF OFFICERS AND AGENTS.
13 § 5734. OTHER BODY.
14 SUBCHAPTER C. INDEMNIFICATION
15 § 5741. THIRD PARTY ACTIONS.
16 § 5742. DERIVATIVE ACTIONS.
17 § 5743. MANDATORY INDEMNIFICATION.
18 § 5744. PROCEDURE FOR EFFECTING INDEMNIFICATION.
19 § 5745. (RESERVED).
20 § 5746. SCOPE OF SUBCHAPTER.
21 § 5747. POWER TO PURCHASE INSURANCE.
22 § 5748. APPLICATION TO SURVIVING OR NEW CORPORATIONS.
23 SUBCHAPTER D. MEMBERS
24 § 5751. CLASSES AND QUALIFICATIONS OF MEMBERS MEMBERSHIP. <--
25 § 5752. ORGANIZATION ON A STOCK SHARE BASIS.
26 § 5753. MEMBERSHIP CERTIFICATES.
27 § 5754. MEMBERS GROUPED IN LOCAL UNITS.
28 § 5755. TIME OF HOLDING MEETINGS OF MEMBERS.
29 § 5756. QUORUM.
30 § 5757. ACTION BY MEMBERS.
19870S1200B2515 - 18 -
1 § 5758. VOTING RIGHTS OF MEMBERS.
2 § 5759. VOTING AND OTHER ACTION BY PROXY.
3 § 5760. VOTING BY CORPORATIONS.
4 § 5761. DETERMINATION OF MEMBERS OF RECORD.
5 § 5762. JUDGES OF ELECTION.
6 § 5763. CONSENT OF MEMBERS IN LIEU OF MEETING.
7 § 5764. APPOINTMENT OF CUSTODIAN OF CORPORATION ON DEADLOCK OR
8 OTHER CAUSE.
9 § 5764.1. ACTIONS BY MEMBERS TO ENFORCE A SECONDARY RIGHT.
10 § 5765. REDUCTION OF MEMBERSHIP BELOW STATED NUMBER.
11 § 5766. TERMINATION AND TRANSFER OF MEMBERSHIP.
12 § 5767. VOTING POWERS AND OTHER RIGHTS OF CERTAIN
13 SECURITYHOLDERS AND OTHER ENTITIES.
14 SUBCHAPTER E. DERIVATIVE ACTIONS (RESERVED)
15 SUBCHAPTER F. JUDICIAL SUPERVISION OF CORPORATE ACTION
16 § 5791. CORPORATE ACTION SUBJECT TO SUBCHAPTER.
17 § 5792. PROCEEDINGS PRIOR TO CORPORATE ACTION.
18 § 5793. REVIEW OF CONTESTED CORPORATE ACTION.
19 CHAPTER 59. FUNDAMENTAL CHANGES
20 SUBCHAPTER A. PRELIMINARY PROVISIONS (RESERVED)
21 SUBCHAPTER B. AMENDMENT OF ARTICLES
22 § 5911. AMENDMENT OF ARTICLES AUTHORIZED.
23 § 5912. PROPOSAL OF AMENDMENTS.
24 § 5913. NOTICE OF MEETING OF MEMBERS.
25 § 5914. ADOPTION OF AMENDMENTS.
26 § 5915. ARTICLES OF AMENDMENT.
27 § 5916. FILING AND EFFECTIVENESS OF ARTICLES OF AMENDMENT.
28 SUBCHAPTER C. MERGER, CONSOLIDATION AND SALE OF ASSETS
29 § 5921. MERGER AND CONSOLIDATION AUTHORIZED.
30 § 5922. PLAN OF MERGER OR CONSOLIDATION.
19870S1200B2515 - 19 -
1 § 5923. NOTICE OF MEETING OF MEMBERS.
2 § 5924. ADOPTION OF PLAN.
3 § 5925. AUTHORIZATION BY FOREIGN CORPORATIONS.
4 § 5926. ARTICLES OF MERGER OR CONSOLIDATION.
5 § 5927. FILING OF ARTICLES OF MERGER OR CONSOLIDATION.
6 § 5928. EFFECTIVE DATE OF MERGER OR CONSOLIDATION.
7 § 5929. EFFECT OF MERGER OR CONSOLIDATION.
8 § 5930. VOLUNTARY TRANSFER OF CORPORATE ASSETS.
9 SUBCHAPTER D. DIVISION
10 § 5951. DIVISION AUTHORIZED.
11 § 5952. PROPOSAL AND ADOPTION OF PLAN OF DIVISION.
12 § 5953. (RESERVED).
13 § 5954. ARTICLES OF DIVISION.
14 § 5955. FILING OF ARTICLES OF DIVISION.
15 § 5956. EFFECTIVE DATE OF DIVISION.
16 § 5957. EFFECT OF DIVISION.
17 SUBCHAPTER E. CONVERSION
18 § 5961. CONVERSION AUTHORIZED.
19 § 5962. PROPOSAL AND ADOPTION OF PLAN OF CONVERSION.
20 § 5963. ARTICLES OF CONVERSION.
21 § 5964. FILING OF ARTICLES OF CONVERSION.
22 § 5965. EFFECTIVE DATE OF CONVERSION.
23 § 5966. EFFECT OF CONVERSION.
24 SUBCHAPTER F. VOLUNTARY DISSOLUTION AND WINDING UP
25 § 5971. VOLUNTARY DISSOLUTION BY MEMBERS OR INCORPORATORS.
26 § 5972. PROPOSAL OF VOLUNTARY DISSOLUTION.
27 § 5973. NOTICE OF MEETING OF MEMBERS.
28 § 5974. ADOPTION OF PROPOSAL.
29 § 5974.1. ARTICLES OF ELECTION TO DISSOLVE.
30 § 5974.2. ARTICLES RESCINDING ELECTION TO DISSOLVE.
19870S1200B2515 - 20 -
1 § 5975. WINDING UP IN VOLUNTARY DISSOLUTION PROCEEDINGS.
2 § 5976. JUDICIAL SUPERVISION OF PROCEEDINGS.
3 § 5977. ARTICLES OF DISSOLUTION.
4 § 5978. WINDING UP OF CORPORATION UPON THE EXPIRATION OF ITS
5 PERIOD OF DURATION.
6 § 5979. SURVIVAL OF REMEDIES AND RIGHTS AFTER DISSOLUTION.
7 SUBCHAPTER G. INVOLUNTARY LIQUIDATION AND DISSOLUTION
8 § 5981. PROCEEDINGS UPON PETITION OF MEMBER, ETC.
9 § 5982. PROCEEDINGS UPON PETITION OF CREDITOR.
10 § 5983. PROCEEDINGS UPON PETITION OF SUPERIOR RELIGIOUS
11 ORGANIZATION.
12 § 5984. APPOINTMENT OF RECEIVER PENDENTE LITE AND OTHER INTERIM
13 POWERS.
14 § 5985. LIQUIDATING RECEIVER.
15 § 5986. QUALIFICATIONS OF RECEIVERS.
16 § 5987. PROOFS OF CLAIMS.
17 § 5988. DISCONTINUANCE OF PROCEEDINGS; REORGANIZATION.
18 § 5989. ARTICLES OF INVOLUNTARY DISSOLUTION.
19 SUBCHAPTER H. POSTDISSOLUTION CLAIMS (RESERVED)
20 ARTICLE C. FOREIGN NONPROFIT CORPORATIONS
21 CHAPTER 61. FOREIGN NONPROFIT CORPORATIONS
22 SUBCHAPTER A. PRELIMINARY PROVISIONS
23 § 6101. APPLICATION OF ARTICLE.
24 SUBCHAPTER B. QUALIFICATION
25 § 6121. ADMISSION OF FOREIGN CORPORATIONS.
26 § 6122. EXCLUDED ACTIVITIES.
27 § 6123. RESTRICTION ON ADMISSION OF FOREIGN CORPORATIONS.
28 § 6124. APPLICATION FOR A CERTIFICATE OF AUTHORITY.
29 § 6125. ISSUANCE OF CERTIFICATE OF AUTHORITY.
30 § 6126. AMENDED CERTIFICATE OF AUTHORITY.
19870S1200B2515 - 21 -
1 § 6127. MERGER OR CONSOLIDATION OF QUALIFIED FOREIGN
2 CORPORATIONS.
3 § 6128. REVOCATION OF CERTIFICATE OF AUTHORITY.
4 § 6129. APPLICATION FOR TERMINATION OF AUTHORITY.
5 § 6130. CHANGE OF ADDRESS AFTER WITHDRAWAL.
6 SUBCHAPTER C. POWERS, DUTIES AND LIABILITIES
7 § 6141. PENALTY FOR DOING BUSINESS WITHOUT CERTIFICATE OF
8 AUTHORITY.
9 § 6142. GENERAL POWERS AND DUTIES OF QUALIFIED FOREIGN
10 CORPORATIONS.
11 § 6143. GENERAL POWERS AND DUTIES OF NONQUALIFIED FOREIGN
12 CORPORATIONS.
13 § 6144. REGISTERED OFFICE OF QUALIFIED FOREIGN CORPORATIONS.
14 § 6145. APPLICABILITY OF CERTAIN SAFEGUARDS TO FOREIGN
15 CORPORATIONS.
16 SUBCHAPTER D. DOMESTICATION (RESERVED)
17 SUBPART D. COOPERATIVE CORPORATIONS
18 ARTICLE A. COOPERATIVE CORPORATIONS GENERALLY
19 CHAPTER 71. COOPERATIVE CORPORATIONS GENERALLY
20 SUBCHAPTER A. GENERAL PROVISIONS
21 § 7101. SHORT TITLE OF SUBPART.
22 § 7102. COOPERATIVE CORPORATIONS GENERALLY.
23 § 7103. USE OF TERM "COOPERATIVE" IN CORPORATE NAME.
24 SUBCHAPTER B. MEMBERSHIP AND CORPORATE FINANCE
25 § 7111. VOTING RIGHTS.
26 § 7112. DISTRIBUTIONS.
27 SUBCHAPTER C. COOPERATIVE CONTRACTS
28 § 7121. COOPERATIVE CONTRACTS GENERALLY.
29 § 7122. NOTICE OF COOPERATIVE CONTRACTS.
30 § 7123. FILING PROCEDURES.
19870S1200B2515 - 22 -
1 § 7124. RELIEF AGAINST BREACH OR THREATENED BREACH OF
2 CONTRACT; PENALTY FOR INTERFERENCE.
3 § 7125. ACTION FOR CIVIL PENALTY FOR INDUCING BREACH OR
4 SPREADING FALSE REPORTS.
5 ARTICLE B. DOMESTIC COOPERATIVE CORPORATION ANCILLARIES
6 CHAPTER 73. ELECTRIC COOPERATIVE CORPORATIONS
7 § 7301. EXISTING LAW SAVED FROM REPEAL.
8 CHAPTER 75. COOPERATIVE AGRICULTURAL ASSOCIATIONS
9 § 7501. EXISTING LAW SAVED FROM REPEAL.
10 CHAPTER 77. WORKERS' COOPERATIVE CORPORATIONS <--
11 § 7701. DEFINITIONS.
12 § 7702. CORPORATIONS.
13 § 7703. ARTICLES OF INCORPORATION.
14 § 7704. CONTENT OF ARTICLES.
15 § 7705. CAPITAL STOCK.
16 § 7706. INTERNAL CAPITAL ACCOUNTS AND NET WORTH.
17 § 7707. VOTING.
18 § 7708. ACCEPTANCE AND TERMINATION OF MEMBERSHIP.
19 § 7709. POWER TO BUY, SELL OR TRADE.
20 § 7710. INDIVIDUAL LIABILITY OF MEMBERS.
21 § 7711. CORPORATE POWERS.
22 § 7712. INVESTMENT OF CAPITAL STOCK IN OTHER CORPORATIONS.
23 § 7713. MEETINGS.
24 § 7714. RECORDS.
25 § 7715. AUDIT.
26 § 7716. DIRECTORS AND OFFICERS.
27 § 7717. PATRONAGE DISTRIBUTIONS.
28 § 7718. INDEMNITY.
29 § 7719. UNLAWFUL DIVIDENDS.
30 § 7720. AMENDMENTS OF ARTICLES.
19870S1200B2515 - 23 -
1 § 7721. BYLAWS.
2 § 7722. BENEFITS BESTOWED ON ASSOCIATIONS BY COMPLIANCE
3 WITH THIS CHAPTER.
4 § 7723. DISSOLUTION.
5 § 7724. CONVERSION TO A CORPORATION GOVERNED BY THE BUSINESS
6 CORPORATION LAW.
7 § 7725. SAVINGS PROVISIONS.
8 § 7726. APPLICABILITY.
9 PART III. PARTNERSHIPS
10 CHAPTER 81. GENERAL PROVISIONS
11 § 8101. SHORT TITLE OF PART.
12 § 8102. INTERCHANGEABILITY OF PARTNERSHIP AND CORPORATE FORMS
13 OF ORGANIZATION.
14 CHAPTER 83. GENERAL PARTNERSHIPS
15 SUBCHAPTER A. PRELIMINARY PROVISIONS
16 § 8301. SHORT TITLE AND APPLICATION OF CHAPTER.
17 § 8302. DEFINITIONS.
18 § 8303. "KNOWLEDGE" AND "NOTICE."
19 § 8304. RULES OF CONSTRUCTION.
20 § 8305. RULES FOR CASES NOT PROVIDED FOR IN CHAPTER.
21 SUBCHAPTER B. NATURE OF A PARTNERSHIP
22 § 8311. PARTNERSHIP DEFINED.
23 § 8312. RULES FOR DETERMINING THE EXISTENCE OF A PARTNERSHIP.
24 § 8313. PARTNERSHIP PROPERTY.
25 SUBCHAPTER C. RELATION OF PARTNERS TO PERSONS DEALING WITH
26 THE PARTNERSHIP
27 § 8321. PARTNER AGENT OF PARTNERSHIP AS TO PARTNERSHIP
28 BUSINESS.
29 § 8322. CONVEYANCE OF REAL PROPERTY OF THE PARTNERSHIP.
30 § 8323. ADMISSIONS OR REPRESENTATIONS BY PARTNER.
19870S1200B2515 - 24 -
1 § 8324. PARTNERSHIP CHARGED WITH KNOWLEDGE OF OR NOTICE TO
2 PARTNER.
3 § 8325. WRONGFUL ACT OF PARTNER.
4 § 8326. BREACH OF TRUST BY PARTNER.
5 § 8327. NATURE OF LIABILITY OF PARTNER.
6 § 8328. PARTNER BY ESTOPPEL.
7 § 8329. LIABILITY OF INCOMING PARTNER.
8 SUBCHAPTER D. RELATIONS OF PARTNERS TO ONE ANOTHER
9 § 8331. RULES DETERMINING RIGHTS AND DUTIES OF PARTNERS.
10 § 8332. PARTNERSHIP BOOKS.
11 § 8333. DUTY TO RENDER INFORMATION.
12 § 8334. PARTNER ACCOUNTABLE AS FIDUCIARY.
13 § 8335. RIGHT OF PARTNER TO AN ACCOUNT.
14 § 8336. CONTINUATION OF PARTNERSHIP BEYOND FIXED TERM.
15 SUBCHAPTER E. PROPERTY RIGHTS OF A PARTNER
16 § 8341. EXTENT OF PROPERTY RIGHTS OF PARTNER.
17 § 8342. NATURE OF RIGHT OF PARTNER IN SPECIFIC PARTNERSHIP
18 PROPERTY.
19 § 8343. NATURE OF INTEREST OF PARTNER IN PARTNERSHIP.
20 § 8344. ASSIGNMENT OF INTEREST OF PARTNER.
21 § 8345. INTEREST OF PARTNER SUBJECT TO CHARGING ORDER.
22 SUBCHAPTER F. DISSOLUTION AND WINDING UP
23 § 8351. "DISSOLUTION" DEFINED.
24 § 8352. PARTNERSHIP CONTINUED FOR WINDING UP AFFAIRS.
25 § 8353. CAUSES OF DISSOLUTION.
26 § 8354. DISSOLUTION BY DECREE OF COURT.
27 § 8355. EFFECT OF DISSOLUTION ON AUTHORITY OF PARTNER.
28 § 8356. RIGHT OF PARTNER TO CONTRIBUTION FROM COPARTNERS.
29 § 8357. POWER OF PARTNER TO BIND PARTNERSHIP TO THIRD PERSONS.
30 § 8358. EFFECT OF DISSOLUTION ON EXISTING LIABILITY OF PARTNER.
19870S1200B2515 - 25 -
1 § 8359. RIGHT TO WIND UP AFFAIRS.
2 § 8360. RIGHTS OF PARTNERS TO APPLICATION OF PARTNERSHIP
3 PROPERTY.
4 § 8361. RIGHTS AFTER DISSOLUTION FOR FRAUD OR
5 MISREPRESENTATION.
6 § 8362. RULES FOR DISTRIBUTION.
7 § 8363. LIABILITY OF PERSONS CONTINUING THE BUSINESS.
8 § 8364. RIGHTS OF RETIRING PARTNER OR ESTATE OF DECEASED
9 PARTNER WHEN BUSINESS IS CONTINUED.
10 § 8365. ACCRUAL OF RIGHT TO ACCOUNT.
11 CHAPTER 85. LIMITED PARTNERSHIPS
12 SUBCHAPTER A. PRELIMINARY PROVISIONS
13 § 8501. SHORT TITLE OF CHAPTER.
14 § 8502. APPLICABILITY OF CHAPTER TO EXISTING LIMITED
15 PARTNERSHIPS.
16 § 8503. DEFINITIONS.
17 § 8504. RULES FOR CASES NOT PROVIDED FOR IN THIS CHAPTER.
18 § 8505. NAME.
19 § 8506. REGISTERED OFFICE.
20 § 8507. RECORDS TO BE KEPT.
21 § 8508. BUSINESS THAT MAY BE CARRIED ON.
22 § 8509. BUSINESS TRANSACTIONS OF PARTNER WITH LIMITED
23 PARTNERSHIP.
24 § 8510. INDEMNIFICATION.
25 SUBCHAPTER B. FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP
26 § 8511. CERTIFICATE OF LIMITED PARTNERSHIP.
27 § 8512. AMENDMENT OF CERTIFICATE.
28 § 8513. CANCELLATION OF CERTIFICATE.
29 § 8514. EXECUTION OF CERTIFICATES AND STATEMENTS. <--
30 § 8515. EXECUTION BY JUDICIAL ACT.
19870S1200B2515 - 26 -
1 § 8516. LIABILITY FOR FALSE STATEMENT IN CERTIFICATE.
2 § 8517. NOTICE.
3 § 8518. DELIVERY OF FILED DOCUMENTS TO LIMITED PARTNERS.
4 § 8519. FILING OF CERTIFICATE OF SUMMARY OF RECORD BY LIMITED
5 PARTNERSHIPS FORMED PRIOR TO 1976.
6 SUBCHAPTER C. LIMITED PARTNERS
7 § 8521. ADMISSION OF LIMITED PARTNERS.
8 § 8522. CLASSES OF LIMITED PARTNERS.
9 § 8523. LIABILITY OF LIMITED PARTNERS TO THIRD PARTIES.
10 § 8524. PERSON ERRONEOUSLY BELIEVING HIMSELF LIMITED PARTNER.
11 § 8525. INFORMATION.
12 SUBCHAPTER D. GENERAL PARTNERS
13 § 8531. ADMISSION OF ADDITIONAL GENERAL PARTNERS.
14 § 8532. EVENTS OF WITHDRAWAL.
15 § 8533. GENERAL POWERS AND LIABILITIES OF GENERAL PARTNERS.
16 § 8534. CONTRIBUTIONS BY A GENERAL PARTNER.
17 § 8535. CLASSES OF GENERAL PARTNERS.
18 SUBCHAPTER E. FINANCE
19 § 8541. FORM OF CONTRIBUTION.
20 § 8542. LIABILITY FOR CONTRIBUTIONS.
21 § 8543. SHARING OF PROFITS AND LOSSES.
22 § 8544. SHARING OF DISTRIBUTIONS.
23 SUBCHAPTER F. MERGER AND CONSOLIDATION
24 § 8545. MERGER AND CONSOLIDATION OF LIMITED PARTNERSHIPS
25 AUTHORIZED.
26 § 8546. APPROVAL OF MERGER OR CONSOLIDATION.
27 § 8547. CERTIFICATE OF MERGER OR CONSOLIDATION.
28 § 8548. EFFECTIVE DATE OF MERGER OR CONSOLIDATION.
29 § 8549. EFFECT OF MERGER OR CONSOLIDATION.
30 SUBCHAPTER G. DISTRIBUTIONS AND WITHDRAWAL
19870S1200B2515 - 27 -
1 § 8551. INTERIM DISTRIBUTIONS.
2 § 8552. VOLUNTARY WITHDRAWAL OF GENERAL PARTNER.
3 § 8553. VOLUNTARY WITHDRAWAL OF LIMITED PARTNER.
4 § 8554. DISTRIBUTION UPON WITHDRAWAL.
5 § 8555. DISTRIBUTION IN KIND.
6 § 8556. RIGHT TO DISTRIBUTION.
7 § 8557. LIMITATIONS ON DISTRIBUTION.
8 § 8558. LIABILITY UPON RETURN OF CONTRIBUTION.
9 SUBCHAPTER H. ASSIGNMENT OF PARTNERSHIP INTERESTS
10 § 8561. NATURE OF PARTNERSHIP INTEREST.
11 § 8562. ASSIGNMENT OF PARTNERSHIP INTEREST.
12 § 8563. RIGHTS OF CREDITOR.
13 § 8564. RIGHT OF ASSIGNEE TO BECOME LIMITED PARTNER.
14 § 8565. POWER OF ESTATE OF DECEASED OR INCOMPETENT PARTNER.
15 SUBCHAPTER I. DISSOLUTION
16 § 8571. NONJUDICIAL DISSOLUTION.
17 § 8572. JUDICIAL DISSOLUTION.
18 § 8573. WINDING UP.
19 § 8574. DISTRIBUTION OF ASSETS.
20 § 8575. SURVIVAL OF REMEDIES AND RIGHTS AFTER DISSOLUTION.
21 SUBCHAPTER J. FOREIGN LIMITED PARTNERSHIPS
22 § 8581. GOVERNING LAW.
23 § 8582. REGISTRATION.
24 § 8583. EFFECT OF FILING.
25 § 8584. NAME.
26 § 8585. CHANGES AND AMENDMENTS.
27 § 8586. CANCELLATION OF REGISTRATION.
28 § 8587. DOING BUSINESS WITHOUT REGISTRATION.
29 § 8588. ACTION BY ATTORNEY GENERAL.
30 § 8589. GENERAL POWERS AND DUTIES OF QUALIFIED FOREIGN LIMITED
19870S1200B2515 - 28 -
1 PARTNERSHIPS.
2 SUBCHAPTER K. DERIVATIVE ACTIONS
3 § 8591. RIGHT OF ACTION.
4 § 8592. PROPER PLAINTIFF.
5 § 8593. PLEADING.
6 § 8594. EXPENSES.
7 CHAPTER 87. ELECTING PARTNERSHIPS
8 § 8701. SCOPE AND DEFINITION.
9 § 8702. CENTRALIZED MANAGEMENT.
10 § 8703. CONTINUITY OF LIFE.
11 § 8704. FREE TRANSFERABILITY OF INTERESTS.
12 § 8705. LIMITED LIABILITY IN CERTAIN CASES.
13 § 8706. ONE PERSON AS BOTH PARTNER AND EMPLOYEE.
14 § 8707. MODIFICATION BY AGREEMENT.
15 PART IV. UNINCORPORATED ASSOCIATIONS
16 CHAPTER 91. UNINCORPORATED ASSOCIATIONS GENERALLY
17 § 9101. CUSTOMARY PARLIAMENTARY LAW APPLICABLE.
18 § 9102. FUNERAL AND SIMILAR BENEFITS.
19 § 9103. NONTRANSFERABLE MEMBERSHIP INTERESTS.
20 CHAPTER 93. PROFESSIONAL ASSOCIATIONS
21 § 9301. SHORT TITLE OF CHAPTER.
22 § 9302. APPLICATION OF CHAPTER.
23 § 9303. DEFINITIONS.
24 § 9304. PURPOSE OF ASSOCIATION.
25 § 9305. ARTICLES OF ASSOCIATION.
26 § 9306. BOARD OF GOVERNORS.
27 § 9307. BYLAWS.
28 § 9308. EMPLOYEES.
29 § 9309. COMPENSATION.
30 § 9310. DISTRIBUTION OF EXCESS EARNINGS.
19870S1200B2515 - 29 -
1 § 9311. INTERESTS OF ASSOCIATES.
2 § 9312. TRANSFER OF INTERESTS.
3 § 9313. REDEMPTION OF INTERESTS.
4 § 9314. TERM OF EXISTENCE.
5 § 9315. NAME.
6 § 9316. VOTING OF ASSOCIATES.
7 § 9317. LIABILITY OF ASSOCIATES.
8 § 9318. PROFESSIONAL DISQUALIFICATIONS.
9 § 9319. DISSOLUTION.
10 PART V. BUSINESS TRUSTS
11 CHAPTER 95. BUSINESS TRUSTS
12 § 9501. APPLICATION AND EFFECT OF CHAPTER.
13 § 9502. CREATION OF BUSINESS TRUSTS.
14 § 9503. DOCUMENTATION OF TRUST.
15 § 9504. REGISTERED OFFICE.
16 § 9505. SUCCESSION OF TRUSTEES.
17 § 9506. LIABILITY OF TRUSTEES AND BENEFICIARIES.
18 SECTION 104. LEGISLATIVE FINDINGS AS TO ACCEPTANCE OF
19 CONSTITUTION OF PENNSYLVANIA.
20 SECTION 105. ADDITIONAL FILING FEE.
21 SECTION 106. TAXATION OF ELECTING PARTNERSHIPS.
22 SECTION 107. STUDY OF TRANSFER OF LOCAL CORPORATE RECORDS. <--
23 SECTION 107. PRIOR LAW TRANSITIONAL PROVISION. <--
24 DIVISION II. CONFORMING AMENDMENTS
25 SECTION 201. CONFORMING AMENDMENT TO TITLE 13.
26 SECTION 202. CONFORMING AMENDMENT TO TITLE 20.
27 SECTION 203. CONFORMING AMENDMENTS TO TITLE 42.
28 SECTION 204. CONFORMING AMENDMENTS TO TITLE 54.
29 SECTION 205. CONFORMING AMENDMENT TO TITLE 66.
30 SECTION 206. CONFORMING CROSS REFERENCES IN UNCONSOLIDATED
19870S1200B2515 - 30 -
1 STATUTES.
2 DIVISION III. MISCELLANEOUS PROVISIONS
3 SECTION 301. TRANSITIONAL PROVISIONS.
4 SECTION 302. REPEALS.
5 SECTION 303. PREPARATION OF ACT FOR PRINTING.
6 SECTION 304. EFFECTIVE DATE AND APPLICABILITY.
7 The General Assembly of the Commonwealth of Pennsylvania
8 hereby enacts as follows:
9 Section 1. Section 611 of the act of May 5, 1933 (P.L.364, <--
10 No.106), known as the Business Corporation Law, amended July 20,
11 1968 (P.L.459, No.216), is amended to read:
12 Section 611. Option Rights and Conversion Rights; Preemptive
13 Rights of Shareholders.--A. Except as otherwise provided [in
14 subsection B of this section or] in its articles[, a business
15 corporation may issue shares, option rights or securities having
16 conversion or option rights, without first offering them to
17 shareholders of any class or classes.] prior to the creation and
18 issuance thereof, a business corporation may create and issue
19 (whether or not in connection with the issuance of any of its
20 shares or other securities), option rights or securities having
21 conversion or option rights entitling the holders thereof to
22 purchase or acquire shares, option rights, securities having
23 conversion or option rights, or obligations, of any class or
24 series, or assets, of the corporation, or to purchase or acquire
25 from the corporation, shares, option rights, securities having
26 conversion or option rights, or obligations, of any class or
27 series, owned by the corporation and issued by any other person.
28 Except as otherwise provided in subsection B of this section or
29 in its articles:
30 (1) The shares, option rights, securities having conversion
19870S1200B2515 - 31 -
1 or option rights, or obligations shall be evidenced in such
2 manner as the corporation may determine and may be offered
3 without first offering them to shareholders of any class or
4 classes; and
5 (2) A business corporation may issue shares, option rights
6 or securities having conversion or option rights, without first
7 offering them to shareholders of any class or classes.
8 B. Unless otherwise provided in its articles, the
9 shareholders of an unlisted corporation shall have a preemptive
10 right to subscribe for shares, option rights, or securities
11 having option rights, issued for cash by the corporation, if the
12 corporation was not incorporated hereunder and its shareholders
13 were or are entitled to preemptive rights at the date the
14 corporation became or becomes subject to this act, but this
15 subsection shall apply neither to the holders of shares of a
16 class issued after the date such corporation became or becomes
17 subject to this act nor to the issue of securities having
18 conversion rights.
19 C. Except as otherwise provided in the articles, shares (or
20 any option rights or securities having conversion or option
21 rights with respect to such shares) which have been offered to
22 shareholders having a preemptive right thereto, at a price and
23 upon terms duly fixed, and which have not been subscribed for by
24 them within the time duly fixed by the articles or the board of
25 directors, may be thereafter offered for subscription to any
26 person or persons at a price and upon terms not more favorable
27 than those at which they were offered to such shareholders.
28 D. The securities, contracts, warrants, or other instruments
29 evidencing any shares, option rights, securities having
30 conversion or option rights, or obligations of a corporation may
19870S1200B2515 - 32 -
1 contain such terms as are fixed by the board of directors,
2 including, without limiting the generality of such authority:
3 restrictions upon the authorization or issuance of additional
4 shares, option rights, securities having conversion or option
5 rights, or obligations; provisions for the adjustment of the
6 conversion or option rights price; provisions concerning rights
7 or adjustments in the event of reorganization, merger,
8 consolidation, sale of assets or other fundamental changes;
9 provisions for the reservation of authorized but unissued shares
10 or other securities; restrictions upon the declaration or
11 payment of dividends or distributions or related party
12 transactions; and conditions relating to the exercise,
13 conversion, transfer or receipt of such shares, option rights,
14 securities having conversion or option rights, or obligations;
15 and, in the case of a corporation registered under the
16 Securities Exchange Act of 1934 (15 U.S.C. § 78a et seq.) only,
17 conditions including, but not limited to, conditions that
18 preclude or limit any person or persons owning or offering to
19 acquire a specified number or percentage of the outstanding
20 common shares, other shares, option rights, securities having
21 conversion or option rights, or obligations of such a
22 corporation or transferee or transferees of any such person or
23 persons from exercising, converting, transferring or receiving
24 such shares, option rights, securities having conversion or
25 option rights, or obligations.
26 E. Nothing contained in this section shall be construed to
27 effect a change in the fiduciary relationship between a director
28 and a business corporation or to change the standard of care of
29 a director provided for in 42 Pa.C.S. Ch. 83 Subch. F (relating
30 to corporate directors' liability).
19870S1200B2515 - 33 -
1 Section 2. Section 910 of the act, added December 23, 1983
2 (P.L.395, No.92), is amended to read:
3 Section 910. Right of Shareholders to Receive Payment for
4 Shares Following a Control Transaction.--[A. Unless (1) the
5 bylaws, by amendment adopted within ninety days of the date of
6 enactment of this section and not subsequently rescinded by an
7 article amendment, or (2) the articles explicitly provide that
8 this section shall not be applicable to the corporation, any
9 holder of voting shares of a business corporation that becomes
10 the subject of a control transaction described in subsection B
11 who shall object to the transaction shall be entitled to the
12 rights and remedies herein provided.]
13 A. Any holder of voting shares of a business corporation
14 that becomes the subject of a control transaction described in
15 subsection B who shall object to the transaction shall be
16 entitled to the rights and remedies herein provided, unless (1)
17 the bylaws, by amendment adopted either (i) by March 23, 1984,
18 or (ii) within ninety days after the effective date of this
19 amendatory act, and, in either event, not subsequently rescinded
20 by an article amendment, explicitly provide that this section
21 shall not be applicable to the corporation or (2) the articles
22 explicitly provide that this section shall not be applicable to
23 the corporation by a provision included in the original
24 articles, by an article amendment adopted prior to the date of
25 such control transaction and prior to or on the effective date
26 of this amendatory act pursuant to the procedures then
27 applicable to the corporation, or by an article amendment
28 adopted prior to the date of such control transaction and
29 subsequent to the effective date of this amendatory act pursuant
30 to both (i) the procedures then applicable to the corporation
19870S1200B2515 - 34 -
1 and (ii) unless such proposed amendment has been approved by the
2 board of directors of the corporation, in which event this
3 clause (ii) shall not be applicable, the affirmative vote of the
4 shareholders entitled to cast at least eighty per cent of the
5 votes which all shareholders are entitled to cast thereon. The
6 rights and remedies herein provided shall be in addition to, and
7 not in lieu of, any other rights or remedies provided by this
8 act, the articles of the corporation, the bylaws of the
9 corporation, any securities, option rights or obligations of the
10 corporation or otherwise.
11 B. (1) A controlling person or group shall mean for the
12 purpose of this section a person who has, or a group of persons
13 acting in concert that has, voting power over voting shares of
14 the corporation that would entitle the holders thereof to cast
15 at least [thirty] twenty per cent of the votes that all
16 shareholders would be entitled to cast in an election of
17 directors of the corporation.
18 (2) Notwithstanding the above, (i) a person or group which
19 would otherwise be a controlling person or group within the
20 meaning of this section shall not be deemed such a controlling
21 person or group unless, subsequent to the [enactment of this
22 section] later of the effective date of this amendatory act or
23 the date this section becomes applicable to a corporation by
24 bylaw or article amendment or otherwise, that person or group
25 increases the percentage of outstanding voting shares of the
26 corporation over which it has voting power to in excess of the
27 percentage of outstanding voting shares of the corporation over
28 which that person or group had voting power on [the date of
29 enactment of this section] such later date, and to at least the
30 amount specified in clause (1), as the result of forming or
19870S1200B2515 - 35 -
1 enlarging a group, or acquiring, by purchase, voting power over
2 voting shares of the corporation and (ii) no person or group
3 shall be deemed to be a controlling person or group at any
4 particular time if voting power over any of the following voting
5 shares is required to be counted at such time in order to meet
6 the twenty percent minimum:
7 (a) shares which have been held continuously by a natural
8 person since January 1, 1983, and which are held by such natural
9 person at such time; or
10 (b) shares which are held at such time by any natural person
11 or trust, estate, foundation or other similar entity to the
12 extent such shares were acquired solely by gift, inheritance,
13 bequest, devise or other testamentary distribution or series of
14 such transactions, directly or indirectly, from a natural person
15 who had acquired such shares prior to January 1, 1983; or
16 (c) shares which were acquired pursuant to a stock split,
17 stock dividend, reclassification or similar recapitalization
18 with respect to shares described under clause (ii) that have
19 been held continuously since their issuance by the corporation
20 by the natural person or entity that acquired them from the
21 corporation, or that were acquired, directly or indirectly, from
22 such natural person or entity, solely pursuant to a transaction
23 or series of transactions described in paragraph (b) of clause
24 (ii), and that are held at such time by a natural person or
25 entity described in such paragraph (b).
26 (3) (i) A person shall not be a controlling person under
27 clause (1) if such person holds voting power, in good faith and
28 not for the purpose of circumventing this section, as an agent,
29 bank, broker, nominee or trustee for one or more beneficial
30 owners who do not individually or, if they are a group acting in
19870S1200B2515 - 36 -
1 concert, as a group have the voting power specified in clause
2 (1) or who are not deemed a controlling person or group under
3 clause (2).
4 (ii) For the purposes of this section, a person has voting
5 power over a voting share if such person has or shares, directly
6 or indirectly, through any option, contract, arrangement,
7 understanding, conversion right or relationship, or by acting
8 jointly or in concert or otherwise, the power to vote, or to
9 direct the voting of, such voting share.
10 (4) A control transaction shall mean, for the purposes of
11 this section, the acquisition by a person or group of the status
12 of a controlling person or group.
13 C. Prompt notice that a control transaction has occurred
14 shall be given by the controlling person or group to (1) each
15 shareholder of record of the corporation holding voting shares
16 and (2) to the court of common pleas in the county in this
17 Commonwealth where the registered office of the corporation is
18 located, accompanied by a petition to such court praying that
19 the fair value (as defined in subsection E) of the voting shares
20 of the corporation be determined pursuant to subsection E if the
21 court should receive pursuant to such subsection certificates
22 from shareholders of such corporation. If the controlling person
23 or group so requests, the corporation shall, at the option of
24 the corporation and at the expense of the person or group,
25 either furnish a list of all such shareholders to the person or
26 group or mail the notice to all such shareholders. The notice
27 must state that (i) all shareholders are entitled to demand that
28 they be paid the fair value of their shares; (ii) the minimum
29 value the shareholder can receive under this section is the
30 highest price paid per share by the controlling person or group
19870S1200B2515 - 37 -
1 within the ninety-day period ending on and including the date of
2 the control transaction, and stating that value; and (iii) if
3 the shareholder believes the fair value of his shares is higher,
4 that this section provides an appraisal procedure for
5 determining the fair value of such shares, specifying the name
6 of the court referenced above and its address and the caption of
7 the petition referenced above, and stating that such information
8 is provided for the possible use by such shareholder in electing
9 to proceed with a court-appointed appraiser under subsection E.
10 The controlling person or group may, at its option, supply with
11 the notice referenced in subclause (i) a form for the
12 shareholder to demand payment of the minimum value referred to
13 in subclause (ii) directly from the controlling person or group
14 without utilizing the court appointed appraiser procedure of
15 subsection E, requiring the shareholder to state the number and
16 class or series, if any, of the shares owned by him, and stating
17 where the payment demand must be sent and the procedures to be
18 followed. There shall be included in, or enclosed with, the
19 notice a copy of this section [and subsections F through I of
20 section 515 of this act].
21 D. After the occurrence of the control transaction, any
22 holder of voting shares of the corporation may, prior to or
23 within a reasonable time after the notice required by subsection
24 C is given, which time period may be specified in the notice,
25 make written demand on the controlling person or group for
26 payment of the amount provided in subsection E with respect to
27 the voting shares of the corporation held by the shareholder,
28 and the controlling person or group shall [agree] be required to
29 pay that amount to the shareholder pursuant to the procedures
30 specified in subsection E [upon surrender of the share
19870S1200B2515 - 38 -
1 certificate or certificates representing such shares]. The
2 demand of the shareholder shall state the number and class or
3 series, if any, of the shares owned by him with respect to which
4 the demand is made.
5 Nothing contained in this section shall preclude a
6 controlling person or group subject to this section from
7 offering, whether in such notice or otherwise, to purchase
8 voting shares of the corporation at a price other than that
9 provided in subsection E, and nothing contained in this section
10 shall preclude any shareholder from agreeing to sell his voting
11 shares at that or any other price to any person.
12 E. (1) A shareholder making written demand under subsection
13 D shall be entitled to receive cash for each of his shares in an
14 amount equal to the fair value of each voting share as of the
15 [day prior to the] date on which the control transaction occurs,
16 taking into account all relevant factors, including an increment
17 representing a proportion of any value payable for acquisition
18 of control of the corporation. [Either the controlling person or
19 group or the shareholder may proceed under subsections F through
20 I of section 515 for a determination of the fair value of such
21 share as defined in this subsection. The date of notice of the
22 occurrence of the control transaction, or if no notice is given,
23 the date of written demand made by the shareholder, shall be
24 deemed to be the effective date of the plan, the shareholders
25 who make written demand shall be deemed to be the dissenting
26 shareholders, and the controlling person or group shall be
27 deemed to be the corporation for the purposes of those
28 subsections.] For the purposes of this subsection, fair value
29 means a value not less than the highest price paid per share by
30 the controlling person or group at any time during the ninety-
19870S1200B2515 - 39 -
1 day period ending on and including the date of the control
2 transaction plus an increment representing any value, including
3 without limitation any proportion of any value payable for
4 acquisition of control of the corporation, that may not be
5 reflected in such price.
6 (2) If, (i) within forty-five days (or such other time
7 period, if any, as required by applicable law) after the date of
8 the notice required by subsection C, or (ii) if such notice was
9 not provided prior to the date of the written demand by the
10 shareholder under subsection D, then within forty-five days (or
11 such other time period, if any, as required by applicable law)
12 of the date of such written demand, the controlling person or
13 group and the shareholder are unable to agree on the fair value
14 of the shares or on a binding procedure to determine the fair
15 value of the shares, then each shareholder who is unable to
16 agree on both the fair value and on such a procedure with the
17 controlling person or group and who so desires to obtain the
18 rights and remedies herein provided shall, no later than thirty
19 days after the expiration of the applicable forty-five (or
20 other) day period, surrender to the court of common pleas
21 referenced in subsection C certificates representing such shares
22 duly endorsed for transfer to the controlling person or group,
23 with a notice stating that such certificates are being
24 surrendered in connection with the petition referenced in
25 subsection C, or, if no such petition has theretofore been
26 filed, such shareholder may file a petition within such thirty-
27 day period in such court praying that the fair value (as defined
28 herein) of such shares be determined. Any such shareholder who
29 does not so surrender such certificates within such time period
30 shall have no further right to receive, with respect to shares
19870S1200B2515 - 40 -
1 the certificates of which were not so surrendered under this
2 clause, payment under this clause from the controlling person or
3 group with respect to the control transaction giving rise to the
4 shareholder's rights hereunder. Such court shall hold such
5 certificates surrendered to it in escrow for, and shall
6 promptly, following the expiration of the time period during
7 which such certificates may be surrendered, provide a notice to
8 the controlling person or group of the number of shares so
9 surrendered. The controlling person or group shall then make a
10 partial payment for the shares so surrendered to such court,
11 within ten business days of receipt of the notice from such
12 court, at a per-share price equal to the highest price paid per
13 share by the controlling person or group within the ninety-day
14 period ending on and including the date of the control
15 transaction. Such court shall then make payment, as soon as
16 practicable but in any event within ten business days, to the
17 shareholders who so surrendered their shares to the court of the
18 appropriate per share amount received from the controlling
19 person or group.
20 Upon receipt of any share certificate surrendered pursuant to
21 this section, such court shall, as soon as practicable but in
22 any event within thirty days, appoint an appraiser with
23 experience in appraising share values of companies of like
24 nature to the corporation to determine the fair value of such
25 shares. The appraiser so appointed by the court shall, as soon
26 as reasonably practicable, determine the fair value of the
27 shares subject to its appraisal and the appropriate market rate
28 of interest on the amount then owed by the controlling person or
29 group to the holders of such shares. The determination of any
30 appraiser so appointed by the court shall be final and binding
19870S1200B2515 - 41 -
1 on both the controlling person or group and all shareholders who
2 so surrendered their share certificates to such court, except
3 that the determination of the appraiser shall be subject to
4 review to the extent and within the time provided or prescribed
5 by law in the case of other appointed judicial officers.
6 (3) Any amount agreed upon between the parties or determined
7 pursuant to the procedure agreed upon between the parties shall
8 be payable by the controlling person or group after it is so
9 agreed upon or so determined and upon and concurrently with the
10 delivery of the certificate or certificates representing such
11 shares to the controlling person or group by the shareholder.
12 Any amount owed, together with interest, as determined
13 pursuant to clause (2) shall be payable by the controlling
14 person or group after it is so determined and upon and
15 concurrently with the delivery of the certificate or
16 certificates representing shares surrendered to the court
17 referenced in subsection C to the controlling person or group by
18 such court (which shall make such delivery of the certificate or
19 certificates surrendered to it to the controlling person or
20 group as soon as practicable but in any event within ten
21 business days after the final determination of the amount owed),
22 and such court shall then make payment, as soon as practicable
23 but in any event within ten business days after receipt of
24 payment from the controlling person or group, to the
25 shareholders who so surrendered their shares to such court of
26 the appropriate per share amount received from the controlling
27 person or group.
28 Upon full payment by the controlling person or group of the
29 amount owed to the shareholder or to the court, as appropriate,
30 the shareholder shall cease to have any interest in such shares.
19870S1200B2515 - 42 -
1 (4) Shareholders who surrender their shares to the court
2 pursuant to clause (2) shall retain the right to vote their
3 shares and receive dividends or other distributions thereon
4 until the court receives payment in full for each of the shares
5 so surrendered of the highest price paid per share by the
6 controlling person or group within the ninety-day period ending
7 on and including the date of the control transaction (and,
8 thereafter, the controlling person or group shall be entitled to
9 vote such shares and receive dividends or other distributions
10 thereon). The fair value (as determined by the appraiser) of any
11 dividends or other distributions so received by such
12 shareholders shall be subtracted from any amount owing to such
13 shareholders hereunder.
14 (5) The court referenced in subsection C may appoint such
15 agents, including the transfer agent of the corporation, or any
16 other institution, to hold the shares so surrendered, to effect
17 any necessary change in record ownership of such shares after
18 the payment by the controlling person or group to the court of
19 the amount specified in clause (4), to receive and disburse
20 dividends or other distributions, to provide notices to
21 shareholders and to take such other actions as the court shall
22 determine are appropriate to effect the purposes of this
23 section.
24 (6) The costs and expenses of any appraiser or other agents
25 so appointed by the court shall be assessed against the
26 controlling person or group. The costs and expenses of any other
27 procedure to determine fair value shall be paid as agreed to by
28 the parties agreeing to such procedure.
29 (7) The jurisdiction of the court referenced under
30 subsection C in which the proceeding is commenced is plenary and
19870S1200B2515 - 43 -
1 exclusive and the controlling person or group and all
2 shareholders who so surrendered their shares to such court shall
3 be made a party to the proceeding as in an action against their
4 shares.
5 (8) The corporation shall comply with requests for
6 information, which may be submitted pursuant to procedures
7 maintaining the confidentiality of such information, made by the
8 court or the appraiser so selected by the court.
9 F. A person or group that proposes to engage in a control
10 transaction may comply with the requirements of this section in
11 connection with the control transaction, and the effectiveness
12 of the rights afforded herein to shareholders may be conditioned
13 upon the consummation of the control transaction.
14 The person or group shall give prompt written notice of the
15 satisfaction of any such condition to each shareholder who has
16 made demand as herein provided.
17 G. Subsections A through F shall not apply to any
18 corporation that does not have a class of voting shares
19 registered under the Securities Exchange Act of 1934 (15 U.S.C.
20 § 78a et seq.) or to any person or group that inadvertently
21 becomes a controlling person or group if that controlling person
22 or group, as soon as practicable, divests itself of a sufficient
23 amount of its voting shares so that it is no longer a
24 controlling person or group, or to any corporation that on the
25 effective date of this section is a subsidiary of any other
26 corporation.
27 For purposes of this subsection, subsidiary shall mean any
28 corporation as to which any other corporation has or has the
29 right to acquire, directly or indirectly, through the exercise
30 of all warrants, options and rights and the conversion of all
19870S1200B2515 - 44 -
1 convertible securities, whether issued or granted by the
2 subsidiary or otherwise, voting power over voting shares of the
3 subsidiary that would entitle the holders thereof to cast in
4 excess of fifty per cent of the votes that all shareholders
5 would be entitled to cast in the election of directors of such
6 subsidiary: Provided, however, That a subsidiary will not be
7 deemed to cease being a subsidiary so long as such corporation
8 remains a controlling person or group within the meaning of
9 subsection B.
10 Section 3. The act is amended by adding a section to read:
11 Section 911. Requirements Relating to Certain Business
12 Combinations.--A. For the purposes of this section:
13 (1) "Affiliate" means a person that directly, or indirectly
14 through one or more intermediaries, controls, or is controlled
15 by, or is under common control with, a specified person.
16 (2) "Announcement Date" when used in reference to any
17 business combination, means the date of the first public
18 announcement of the final, definitive proposal for such business
19 combination.
20 (3) "Associate" when used to indicate a relationship with
21 any person, means (a) any corporation or organization of which
22 such person is an officer, director or partner or is, directly
23 or indirectly, the beneficial owner of shares entitling that
24 person to cast at least ten percent of the votes that all
25 shareholders would be entitled to cast in an election of
26 directors of the corporation or organization, (b) any trust or
27 other estate in which such person has a substantial beneficial
28 interest or as to which such person serves as trustee or in a
29 similar fiduciary capacity, and (c) any relative or spouse of
30 such person, or any relative of such spouse, who has the same
19870S1200B2515 - 45 -
1 home as such person.
2 (4) "Beneficial Owner" when used with respect to any shares,
3 means a person:
4 (i) that, individually or with or through any of its
5 affiliates or associates, beneficially owns such shares,
6 directly or indirectly; or
7 (ii) that, individually or with or through any of its
8 affiliates or associates, has (a) the right to acquire such
9 shares (whether such right is exercisable immediately or only
10 after the passage of time), pursuant to any agreement,
11 arrangement or understanding (whether or not in writing), or
12 upon the exercise of conversion rights, exchange rights,
13 warrants or options, or otherwise: Provided, however, That a
14 person shall not be deemed the beneficial owner of shares
15 tendered pursuant to a tender or exchange offer made by such
16 person or any of such person's affiliates or associates until
17 such tendered shares are accepted for purchase or exchange; or
18 (b) the right to vote such shares pursuant to any agreement,
19 arrangement or understanding (whether or not in writing):
20 Provided, however, That a person shall not be deemed the
21 beneficial owner of any shares under this item if the agreement,
22 arrangement or understanding to vote such shares (I) arises
23 solely from a revocable proxy or consent given in response to a
24 proxy or consent solicitation made in accordance with the
25 applicable rules and regulations under the Exchange Act and (II)
26 is not then reportable on a Schedule 13D under the Exchange Act
27 (or any comparable or successor report); or
28 (iii) that has any agreement, arrangement or understanding
29 (whether or not in writing), for the purpose of acquiring,
30 holding, voting (except voting pursuant to a revocable proxy or
19870S1200B2515 - 46 -
1 consent as described in paragraph (b) of clause (4)(ii) of
2 subsection A), or disposing of such shares with any other person
3 that beneficially owns, or whose affiliates or associates
4 beneficially own, directly or indirectly, such shares.
5 (5) "Business Combination" when used in reference to any
6 business corporation and any interested shareholder of such
7 business corporation, means:
8 (i) any merger or consolidation of such business corporation
9 or any subsidiary of such business corporation with (a) such
10 interested shareholder or (b) any other corporation (whether or
11 not itself an interested shareholder of such business
12 corporation) which is, or after such merger or consolidation
13 would be, an affiliate or associate of such interested
14 shareholder;
15 (ii) any sale, lease, exchange, mortgage, pledge, transfer
16 or other disposition (in one transaction or a series of
17 transactions) to or with such interested shareholder or any
18 affiliate or associate of such interested shareholder of assets
19 of such business corporation or any subsidiary of such business
20 corporation (a) having an aggregate market value equal to ten
21 per cent or more of the aggregate market value of all the
22 assets, determined on a consolidated basis, of such business
23 corporation, (b) having an aggregate market value equal to ten
24 per cent or more of the aggregate market value of all the
25 outstanding shares of such business corporation, or (c)
26 representing ten per cent or more of the earning power or net
27 income, determined on a consolidated basis, of such business
28 corporation;
29 (iii) the issuance or transfer by such business corporation
30 or any subsidiary of such business corporation (in one
19870S1200B2515 - 47 -
1 transaction or a series of transactions) of any shares of such
2 business corporation or any subsidiary of such business
3 corporation which has an aggregate market value equal to five
4 per cent or more of the aggregate market value of all the
5 outstanding shares of such business corporation to such
6 interested shareholder or any affiliate or associate of such
7 interested shareholder except pursuant to the exercise of option
8 rights to purchase shares, or pursuant to the conversion of
9 securities having conversion rights, offered, or a dividend or
10 distribution paid or made, pro rata to all shareholders of such
11 business corporation;
12 (iv) the adoption of any plan or proposal for the
13 liquidation or dissolution of such business corporation proposed
14 by, or pursuant to any agreement, arrangement or understanding
15 (whether or not in writing) with, such interested shareholder or
16 any affiliate or associate of such interested shareholder;
17 (v) any reclassification of securities (including, without
18 limitation, any split of shares, dividend of shares, or other
19 distribution of shares in respect of shares, or any reverse
20 split of shares), or recapitalization of such business
21 corporation, or any merger or consolidation of such business
22 corporation with any subsidiary of such business corporation, or
23 any other transaction (whether or not with or into or otherwise
24 involving such interested shareholder), proposed by, or pursuant
25 to any agreement, arrangement or understanding (whether or not
26 in writing) with, such interested shareholder or any affiliate
27 or associate of such interested shareholder, which has the
28 effect, directly or indirectly, of increasing the proportionate
29 share of the outstanding shares of any class or series of voting
30 shares or securities convertible into voting shares of such
19870S1200B2515 - 48 -
1 business corporation or any subsidiary of such business
2 corporation which is, directly or indirectly, owned by such
3 interested shareholder or any affiliate or associate of such
4 interested shareholder, except as a result of immaterial changes
5 due to fractional share adjustments; or
6 (vi) any receipt by such interested shareholder or any
7 affiliate or associate of such interested shareholder of the
8 benefit, directly or indirectly (except proportionately as a
9 shareholder of such business corporation) of any loans,
10 advances, guarantees, pledges or other financial assistance or
11 any tax credits or other tax advantages provided by or through
12 such business corporation.
13 (6) "Business Corporation" means a business corporation as
14 defined in clause (6) of section 2. No business corporation,
15 which is organized under the laws of this Commonwealth, shall
16 cease to be a business corporation as defined herein by reason
17 of events occurring or actions taken while such business
18 corporation is subject to the provisions of this section.
19 (7) "Common Shares" means any shares other than preferred
20 shares.
21 (8) "Consummation Date" with respect to any business
22 combination, means the date of consummation of such business
23 combination, or, in the case of a business combination as to
24 which a shareholder vote is taken, the later of the business day
25 prior to the vote or twenty days prior to the date of
26 consummation of such business combination.
27 (9) "Control" including the terms "Controlling," "Controlled
28 By," and "Under Common Control With," means the possession,
29 directly or indirectly, of the power to direct or cause the
30 direction of the management and policies of a person, whether
19870S1200B2515 - 49 -
1 through the ownership of voting shares, by contract, or
2 otherwise. A person's beneficial ownership of shares entitling
3 that person to cast at least ten per cent of the votes that all
4 shareholders would be entitled to cast in an election of
5 directors of the corporation shall create a presumption that
6 such person has control of such corporation. Notwithstanding the
7 foregoing, a person shall not be deemed to have control of a
8 corporation if such person holds voting shares, in good faith
9 and not for the purpose of circumventing this section, as an
10 agent, bank, broker, nominee, custodian or trustee for one or
11 more beneficial owners who do not individually or as a group
12 have control of such corporation.
13 (10) "Exchange Act" means the Securities Exchange Act of
14 1934 (48 Stat. 881, 15 U.S.C. § 78a et seq.), as the same has
15 been or hereafter may be amended from time to time.
16 (11) "Interested Shareholder," when used in reference to any
17 business corporation, means any person (other than such business
18 corporation or any subsidiary of such business corporation)
19 that:
20 (i) (a) is the beneficial owner, directly or indirectly, of
21 shares entitling that person to cast at least twenty per cent of
22 the votes that all shareholders would be entitled to cast in an
23 election of directors of the corporation; or
24 (b) is an affiliate or associate of such business
25 corporation and at any time within the five-year period
26 immediately prior to the date in question was the beneficial
27 owner, directly or indirectly, of shares entitling that person
28 to cast at least twenty per cent of the votes that all
29 shareholders would be entitled to cast in an election of
30 directors of the corporation;
19870S1200B2515 - 50 -
1 (ii) provided that, for the purpose of determining whether a
2 person is an interested shareholder, (a) the number of votes
3 that would be entitled to be cast in an election of directors of
4 such business corporation shall be calculated by including
5 shares deemed to be beneficially owned by the person through
6 application of clause 4 of subsection A of this section but
7 excluding any other unissued shares of such business corporation
8 which may be issuable pursuant to any agreement, arrangement or
9 understanding, or upon exercise of conversion or option rights,
10 or otherwise; and (b) there shall be excluded from the
11 beneficial ownership of such interested shareholder any:
12 (I) shares which have been held continuously by a natural
13 person since January 1, 1983, and which are then held by such
14 natural person; or
15 (II) shares which are then held by any natural person or
16 trust, estate, foundation or other similar entity to the extent
17 such shares were acquired solely by gift, inheritance, bequest,
18 devise or other testamentary distribution or series of such
19 transactions, directly or indirectly, from a natural person who
20 had acquired such shares prior to January 1, 1983; or
21 (III) shares which were acquired pursuant to a stock split,
22 stock dividend, reclassification or similar recapitalization
23 with respect to shares described under paragraph (b) that have
24 been held continuously since their issuance by the corporation
25 by the natural person or entity that acquired them from the
26 corporation, or that were acquired, directly or indirectly, from
27 such natural person or entity, solely pursuant to a transaction
28 or series of transactions described in subparagraph (II) of
29 paragraph (b), and that are then held by a natural person or
30 entity described in subparagraph (II).
19870S1200B2515 - 51 -
1 (12) "Market Value" when used in reference to shares or
2 property of any business corporation, means:
3 (i) in the case of shares, the highest closing sale price
4 during the thirty-day period immediately preceding the date in
5 question of such a share on the composite tape for New York
6 Stock Exchange-listed shares, or, if such shares are not quoted
7 on such composite tape or if such shares are not listed on such
8 exchange, on the principal United States securities exchange
9 registered under the Exchange Act on which such shares are
10 listed, or, if such shares are not listed on any such exchange,
11 the highest closing bid quotation with respect to such a share
12 during the thirty-day period preceding the date in question on
13 the National Association of Securities Dealers, Inc. Automated
14 Quotations System or any system then in use, or if no such
15 quotations are available, the fair market value on the date in
16 question of such a share as determined by the board of directors
17 of such business corporation in good faith; and
18 (ii) in the case of property other than cash or shares, the
19 fair market value of such property on the date in question as
20 determined by the board of directors of such business
21 corporation in good faith.
22 (13) "Preferred Shares" means any class or series of shares
23 of a business corporation which, under the bylaws or articles of
24 such business corporation, is entitled to receive payment of
25 dividends prior to any payment of dividends on some other class
26 or series of shares, or is entitled in the event of any
27 voluntary liquidation, dissolution or winding up of the business
28 corporation to receive payment or distribution of a preferential
29 amount before any payments or distributions are received by some
30 other class or series of shares.
19870S1200B2515 - 52 -
1 (14) "Shares" means:
2 (i) any shares or similar security, any certificate of
3 interest, any participation in any profit-sharing agreement, any
4 voting trust certificate, or any certificate of deposit for
5 shares; and
6 (ii) any security convertible, with or without
7 consideration, into shares, or any option right, conversion
8 right or privilege of buying shares without being bound to do
9 so, or any other security carrying any right to acquire,
10 subscribe to or purchase shares.
11 (15) "Share Acquisition Date" with respect to any person and
12 any business corporation, means the date that such person first
13 becomes an interested shareholder of such business corporation.
14 (16) "Subsidiary" means any corporation as to which any
15 other corporation is the beneficial owner, directly or
16 indirectly, of shares of such first corporation that would
17 entitle such other corporation to cast in excess of fifty per
18 cent of the votes that all shareholders would be entitled to
19 cast in the election of directors of such first corporation.
20 (17) "Voting Shares" means shares of a corporation entitled
21 to vote generally in the election of directors.
22 B. Notwithstanding anything to the contrary contained in
23 this act (except the provisions of subsection C of this
24 section), no business corporation shall engage at any time in
25 any business combination with any interested shareholder of such
26 business corporation other than a business combination specified
27 in any one of clauses (1), (2), (3) or (4) of this subsection:
28 (1) A business combination approved by the board of
29 directors of such business corporation prior to such interested
30 shareholder's share acquisition date, or where the purchase of
19870S1200B2515 - 53 -
1 shares made by such interested shareholder on such interested
2 shareholder's share acquisition date had been approved by the
3 board of directors of such business corporation prior to such
4 interested shareholder's share acquisition date.
5 (2) A business combination approved (i) by the affirmative
6 vote of the holders of shares entitling such holders to cast a
7 majority of the votes that all shareholders would be entitled to
8 cast in an election of directors of such business corporation,
9 not including any voting shares beneficially owned by such
10 interested shareholder or any affiliate or associate of such
11 interested shareholder, at a meeting called for such purpose no
12 earlier than three months after such interested shareholder
13 became, and provided that at the time of such meeting such
14 interested shareholder is, the beneficial owner, directly or
15 indirectly, of shares entitling such interested shareholder to
16 cast at least eighty per cent of the votes that all shareholders
17 would be entitled to cast in an election of directors of the
18 corporation, and provided that such business combination
19 satisfies all the conditions of subclauses (i) through (v) of
20 clause (4) of subsection B or (ii) by the affirmative vote of
21 all of the holders of all of the outstanding common shares.
22 (3) A business combination approved by the affirmative vote
23 of the holders of shares entitling such holders to cast a
24 majority of the votes that all shareholders would be entitled to
25 cast in an election of directors of such business corporation,
26 not including any voting shares beneficially owned by such
27 interested shareholder or any affiliate or associate of such
28 interested shareholder, at a meeting called for such purpose no
29 earlier than five years after such interested shareholder's
30 share acquisition date.
19870S1200B2515 - 54 -
1 (4) A business combination approved at a shareholders'
2 meeting called for such purpose no earlier than five years after
3 such interested shareholder's share acquisition date that meets
4 all of the following conditions:
5 (i) The aggregate amount of the cash and the market value as
6 of the consummation date of consideration other than cash to be
7 received per share by holders of outstanding common shares of
8 such business corporation in such business combination is at
9 least equal to the higher of the following:
10 (a) the highest per share price paid by such interested
11 shareholder at a time when he was the beneficial owner, directly
12 or indirectly, of shares entitling that person to cast at least
13 five per cent of the votes that all shareholders would be
14 entitled to cast in an election of directors of such business
15 corporation, for any common shares of the same class or series
16 acquired by it (I) within the five-year period immediately prior
17 to the announcement date with respect to such business
18 combination, or (II) within the five-year period immediately
19 prior to, or in, the transaction in which such interested
20 shareholder became an interested shareholder, whichever is
21 higher; plus, in either case, interest compounded annually from
22 the earliest date on which such highest per share acquisition
23 price was paid through the consummation date at the rate for one
24 year United States treasury obligations from time to time in
25 effect; less the aggregate amount of any cash dividends paid,
26 and the market value of any dividends paid other than in cash,
27 per common share since such earliest date, up to the amount of
28 such interest; and
29 (b) the market value per common share on the announcement
30 date with respect to such business combination or on such
19870S1200B2515 - 55 -
1 interested shareholder's share acquisition date, whichever is
2 higher; plus interest compounded annually from such date through
3 the consummation date at the rate for one-year United States
4 treasury obligations from time to time in effect; less the
5 aggregate amount of any cash dividends paid, and the market
6 value of any dividends paid other than in cash, per common share
7 since such date, up to the amount of such interest.
8 (ii) The aggregate amount of the cash and the market value
9 as of the consummation date of consideration other than cash to
10 be received per share by holders of outstanding shares of any
11 class or series of shares, other than common shares, of such
12 business corporation is at least equal to the highest of the
13 following (whether or not such interested shareholder has
14 previously acquired any shares of such class or series of
15 shares):
16 (a) the highest per share price paid by such interested
17 shareholder at a time when he was the beneficial owner, directly
18 or indirectly, of shares entitling such person to cast at least
19 five per cent of the votes that all shareholders would be
20 entitled to cast in an election of directors of such business
21 corporation, for any shares of such class or series of shares
22 acquired by it (I) within the five-year period immediately prior
23 to the announcement date with respect to such business
24 combination, or (II) within the five-year period immediately
25 prior to, or in, the transaction in which such interested
26 shareholder became an interested shareholder, whichever is
27 higher; plus, in either case, interest compounded annually from
28 the earliest date on which such highest per share acquisition
29 price was paid through the consummation date at the rate for one
30 year United States treasury obligations from time to time in
19870S1200B2515 - 56 -
1 effect; less the aggregate amount of any cash dividends paid,
2 and the market value of any dividends paid other than in cash,
3 per share of such class or series of shares since such earliest
4 date, up to the amount of such interest;
5 (b) the highest preferential amount per share to which the
6 holders of shares of such class or series of shares are entitled
7 in the event of any voluntary liquidation, dissolution or
8 winding up of such business corporation, plus the aggregate
9 amount of any dividends declared or due as to which such holders
10 are entitled prior to payment of dividends on some other class
11 or series of shares (unless the aggregate amount of such
12 dividends is included in such preferential amount); and
13 (c) the market value per share of such class or series of
14 shares on the announcement date with respect to such business
15 combination or on such interested shareholder's share
16 acquisition date, whichever is higher; plus interest compounded
17 annually from such date through the consummation date at the
18 rate for one year United States treasury obligations from time
19 to time in effect; less the aggregate amount of any cash
20 dividends paid and the market value of any dividends paid other
21 than in cash, per share of such class or series of shares since
22 such date, up to the amount of such interest.
23 (iii) The consideration to be received by holders of a
24 particular class or series of outstanding shares (including
25 common shares) of such business corporation in such business
26 combination is in cash or in the same form as the interested
27 shareholder has used to acquire the largest number of shares of
28 such class or series of shares previously acquired by it, and
29 such consideration shall be distributed promptly.
30 (iv) The holders of all outstanding shares of such business
19870S1200B2515 - 57 -
1 corporation not beneficially owned by such interested
2 shareholder immediately prior to the consummation of such
3 business combination are entitled to receive in such business
4 combination cash or other consideration for such shares in
5 compliance with subclauses (i), (ii) and (iii) of clause (4) of
6 subsection B.
7 (v) After such interested shareholder's share acquisition
8 date and prior to the consummation date with respect to such
9 business combination, such interested shareholder has not become
10 the beneficial owner of any additional voting shares of such
11 business corporation except:
12 (a) as part of the transaction which resulted in such
13 interested shareholder becoming an interested shareholder;
14 (b) by virtue of proportionate splits of shares, share
15 dividends or other distributions of shares in respect of shares
16 not constituting a business combination under subclause (v) of
17 clause (5) of subsection A;
18 (c) through a business combination meeting all of the
19 conditions of clauses (1), (2), (3) or (4) of subsection B;
20 (d) through purchase by such interested shareholder at any
21 price which, if such price had been paid in an otherwise
22 permissible business combination the announcement date and
23 consummation date of which were the date of such purchase, would
24 have satisfied the requirements of subclauses (i), (ii) and
25 (iii) of clause (4) of subsection B; or
26 (e) through purchase required by and pursuant to the
27 provisions of, and at no less than the fair value (including
28 interest to the date of payment) as determined by a court-
29 appointed appraiser under clause (2) of subsection E of section
30 910 of this act (or if such fair value was not then so
19870S1200B2515 - 58 -
1 determined, then at a price that would satisfy the conditions in
2 the preceding paragraph (d)).
3 C. The provisions of this section shall not apply:
4 (1) to any business combination of a business corporation
5 that does not have a class of voting shares registered under the
6 Exchange Act; or
7 (2) to any business combination of a business corporation
8 whose articles have been amended to provide that such business
9 corporation shall be subject to the provisions of this section,
10 which did not have a class of voting shares registered under the
11 Exchange Act on the effective date of such amendment, and which
12 is a business combination with an interested shareholder whose
13 share acquisition date is prior to the effective date of such
14 amendment; or
15 (3) to any business combination of a business corporation
16 (i) the bylaws of which, by amendment adopted within ninety days
17 of the date of enactment of this section, and not subsequently
18 rescinded either by an article amendment or by a bylaw amendment
19 approved by at least eighty-five per cent of the whole board of
20 directors, explicitly provide that this section shall not be
21 applicable to the corporation or (ii) the articles of which
22 explicitly provide that this section shall not be applicable to
23 the corporation by a provision included in the original
24 articles, or by an article amendment adopted pursuant to both
25 (a) the procedures then applicable to the corporation and (b)
26 the affirmative vote of the holders, other than interested
27 shareholders and their affiliates and associates, of shares
28 entitling such holders to cast a majority of the votes that all
29 shareholders would be entitled to cast in an election of
30 directors of such business corporation, excluding the voting
19870S1200B2515 - 59 -
1 shares of interested shareholders and their affiliates and
2 associates, expressly electing not to be governed by this
3 section, provided that such amendment to the articles shall not
4 be effective until eighteen months after such vote of such
5 business corporation's shareholders and shall not apply to any
6 business combination of such business corporation with an
7 interested shareholder whose share acquisition date is on or
8 prior to the effective date of such amendment; or
9 (4) to any business combination of a business corporation
10 with an interested shareholder of such business corporation
11 which became an interested shareholder inadvertently, if such
12 interested shareholder (i) as soon as practicable, divests
13 itself of a sufficient amount of the voting shares of such
14 business corporation so that it no longer is the beneficial
15 owner, directly or indirectly, of shares entitling such person
16 to cast at least twenty per cent of the votes that all
17 shareholders would be entitled to cast in an election of
18 directors of such business corporation, and (ii) would not at
19 any time within the five-year period preceding the announcement
20 date with respect to such business combination have been an
21 interested shareholder but for such inadvertent acquisition;
22 (5) to any business combination with an interested
23 shareholder who was the beneficial owner, directly or
24 indirectly, of shares entitling such person to cast at least
25 fifteen per cent of the votes that all shareholders would be
26 entitled to cast in an election of directors of such business
27 corporation on the effective date of this section and remain so
28 to such interested shareholder's share acquisition date; or
29 (6) to any business corporation that on the effective date
30 of this section is a subsidiary of any other corporation;
19870S1200B2515 - 60 -
1 provided, however, that a corporation that is a subsidiary on
2 the effective date of this section will not be deemed to cease
3 being a subsidiary so long as such other corporation remains a
4 controlling person or group of such subsidiary within the
5 meaning of subsection B of section 910 of this act.
6 D. The rights and remedies herein provided shall be in
7 addition to, and not in lieu of, any other rights or remedies
8 provided by this act, the articles of the corporation, the
9 bylaws of the corporation, any securities, option rights or
10 obligations of the corporation or otherwise.
11 Section 4. This act shall take effect immediately.
12 DIVISION I <--
13 ASSOCIATIONS GENERALLY
14 SECTION 101. SHORT TITLE OF ACT.
15 THIS ACT SHALL BE KNOWN AND MAY BE CITED AS THE GENERAL
16 ASSOCIATION ACT OF 1988.
17 SECTION 102. REPEAL OF CERTAIN PROVISIONS OF TITLE 15.
18 TITLE 15 OF THE PENNSYLVANIA CONSOLIDATED STATUTES, EXCEPT
19 SECTIONS 7101 (RELATING TO SHORT TITLE OF PART) THROUGH 8145
20 (RELATING TO APPLICABILITY OF CERTAIN SAFEGUARDS TO FOREIGN
21 CORPORATIONS) AND RELATED MAJOR SUBDIVISION HEADINGS, IS
22 REPEALED.
23 SECTION 103. AMENDMENT OF TITLE 15.
24 TITLE 15 OF THE PENNSYLVANIA CONSOLIDATED STATUTES IS AMENDED
25 BY ADDING PROVISIONS TO READ AND BY AMENDING AS MUCH OF SECTIONS
26 7101 THROUGH 8145 AS IS HEREINAFTER SET FORTH TO READ:
27 TITLE 15
28 CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
29 PART
30 I. PRELIMINARY PROVISIONS
19870S1200B2515 - 61 -
1 II. CORPORATIONS
2 III. PARTNERSHIPS
3 IV. UNINCORPORATED ASSOCIATIONS
4 V. BUSINESS TRUSTS
5 PART I
6 PRELIMINARY PROVISIONS
7 CHAPTER
8 1. GENERAL PROVISIONS
9 CHAPTER 1
10 GENERAL PROVISIONS
11 SUBCHAPTER
12 A. PRELIMINARY PROVISIONS
13 B. FUNCTIONS AND POWERS OF DEPARTMENT OF STATE
14 C. DEFINITIVE AND CONTINGENT DOMESTICATION OF FOREIGN
15 ASSOCIATIONS
16 SUBCHAPTER A
17 PRELIMINARY PROVISIONS
18 SEC.
19 101. SHORT TITLE AND APPLICATION OF TITLE.
20 102. DEFINITIONS.
21 103. SUBORDINATION OF TITLE TO REGULATORY LAWS.
22 104. EQUITABLE REMEDIES.
23 105. FEES.
24 106. EFFECT OF FILING PAPERS REQUIRED TO BE FILED.
25 107. FORM OF RECORDS.
26 108. CHANGE IN LOCATION OR STATUS OF REGISTERED OFFICE PROVIDED
27 BY AGENT.
28 109. NAME OF COMMERCIAL REGISTERED OFFICE PROVIDER IN LIEU
29 OF REGISTERED ADDRESS.
30 110. SUPPLEMENTARY GENERAL PRINCIPLES OF LAW APPLICABLE.
19870S1200B2515 - 62 -
1 § 101. SHORT TITLE AND APPLICATION OF TITLE.
2 (A) SHORT TITLE OF TITLE.--THIS TITLE SHALL BE KNOWN AND MAY
3 BE CITED AS THE ASSOCIATIONS CODE.
4 (B) APPLICATION OF TITLE.--EXCEPT AS OTHERWISE PROVIDED IN
5 THE SCOPE PROVISIONS OF SUBSEQUENT PROVISIONS OF THIS TITLE,
6 THIS TITLE SHALL APPLY TO EVERY ASSOCIATION HERETOFORE OR
7 HEREAFTER INCORPORATED OR OTHERWISE ORGANIZED.
8 (C) REFERENCES TO PRIOR STATUTES.--A REFERENCE IN THE
9 ARTICLES OR BYLAWS OR OTHER ORGANIC DOCUMENTS OF AN ASSOCIATION
10 TO ANY PROVISION OF LAW SUPPLIED OR REPEALED BY THIS TITLE SHALL
11 BE DEEMED TO BE A REFERENCE TO THE SUPERSEDING PROVISION OF THIS
12 TITLE.
13 § 102. DEFINITIONS.
14 SUBJECT TO ADDITIONAL OR INCONSISTENT DEFINITIONS CONTAINED
15 IN SUBSEQUENT PROVISIONS OF THIS TITLE THAT ARE APPLICABLE TO
16 SPECIFIC PROVISIONS OF THIS TITLE, THE FOLLOWING WORDS AND
17 PHRASES WHEN USED IN THIS TITLE SHALL HAVE, UNLESS THE CONTEXT
18 CLEARLY INDICATES OTHERWISE, THE MEANINGS GIVEN TO THEM IN THIS
19 SECTION:
20 "ASSOCIATION." A CORPORATION, A PARTNERSHIP OR TWO OR MORE
21 PERSONS ASSOCIATED IN A COMMON ENTERPRISE OR UNDERTAKING.
22 "BANKING INSTITUTION." A BANKING INSTITUTION AS DEFINED IN
23 SECTION 1103 (RELATING TO DEFINITIONS).
24 "COOPERATIVE CORPORATION." A CORPORATION THAT IS SUBJECT TO
25 SUBPART D OF PART II (RELATING TO COOPERATIVE CORPORATIONS).
26 "COURT." SUBJECT TO ANY INCONSISTENT GENERAL RULE PRESCRIBED
27 BY THE SUPREME COURT OF PENNSYLVANIA:
28 (1) THE COURT OF COMMON PLEAS OF THE JUDICIAL DISTRICT
29 EMBRACING THE COUNTY WHERE THE REGISTERED OFFICE OF THE
30 CORPORATION OR OTHER ASSOCIATION IS OR IS TO BE LOCATED; OR
19870S1200B2515 - 63 -
1 (2) WHERE AN ASSOCIATION RESULTS FROM A MERGER,
2 CONSOLIDATION, DIVISION OR OTHER TRANSACTION WITHOUT
3 ESTABLISHING A REGISTERED OFFICE IN THIS COMMONWEALTH OR
4 WITHDRAWS AS A FOREIGN CORPORATION OR ASSOCIATION, THE COURT

Historical Act text part 2

5 OF COMMON PLEAS IN WHICH VENUE WOULD HAVE BEEN LAID
6 IMMEDIATELY PRIOR TO THE TRANSACTION OR WITHDRAWAL.
7 "CREDIT UNION." A CREDIT UNION AS DEFINED IN SECTION 1103.
8 "DEPARTMENT." THE DEPARTMENT OF STATE OF THE COMMONWEALTH.
9 "DOMESTIC CORPORATION." A CORPORATION FOR PROFIT OR NOT-FOR-
10 PROFIT INCORPORATED UNDER THE LAWS OF THIS COMMONWEALTH.
11 "DOMESTIC CORPORATION FOR PROFIT." A CORPORATION FOR PROFIT
12 INCORPORATED UNDER THE LAWS OF THIS COMMONWEALTH.
13 "DOMESTIC CORPORATION NOT-FOR-PROFIT." A CORPORATION NOT-
14 FOR-PROFIT INCORPORATED UNDER THE LAWS OF THIS COMMONWEALTH.
15 "FOREIGN CORPORATION FOR PROFIT." A CORPORATION FOR PROFIT
16 INCORPORATED UNDER ANY LAWS OTHER THAN THOSE OF THIS
17 COMMONWEALTH.
18 "FOREIGN CORPORATION NOT-FOR-PROFIT." A CORPORATION NOT-FOR-
19 PROFIT INCORPORATED UNDER ANY LAWS OTHER THAN THOSE OF THIS
20 COMMONWEALTH.
21 "INSURANCE CORPORATION." AN INSURANCE CORPORATION AS DEFINED
22 IN SECTION 1103.
23 "SAVINGS ASSOCIATION." A SAVINGS ASSOCIATION AS DEFINED IN
24 SECTION 1103.
25 "VERIFIED." INCLUDES AN UNSWORN DOCUMENT CONTAINING A <--
26 STATEMENT BY THE SIGNATORY THAT IS MADE SUBJECT TO THE PENALTIES
27 OF 18 PA.C.S. § 4904 (RELATING TO UNSWORN FALSIFICATION TO
28 AUTHORITIES).
29 § 103. SUBORDINATION OF TITLE TO REGULATORY LAWS.
30 (A) REGULATORY LAWS UNAFFECTED.--THIS TITLE IS NOT INTENDED
19870S1200B2515 - 64 -
1 TO AUTHORIZE ANY CORPORATION OR OTHER ASSOCIATION TO DO ANY ACT
2 PROHIBITED BY ANY STATUTE REGULATING THE BUSINESS OF THE
3 ASSOCIATION OR BY ANY RULE OR REGULATION VALIDLY PROMULGATED
4 THEREUNDER BY ANY DEPARTMENT, BOARD OR COMMISSION OF THIS
5 COMMONWEALTH. EXCEPT AS OTHERWISE PROVIDED BY THE STATUTES AND
6 PRESCRIBED BY THE RULES AND REGULATIONS PROMULGATED THEREUNDER
7 APPLICABLE TO THE BUSINESS OF THE ASSOCIATION, THE ISSUANCE BY
8 THE DEPARTMENT OF STATE OF ANY CERTIFICATE EVIDENCING THE
9 INCORPORATION OF A CORPORATION OR THE FILING OF AN INSTRUMENT
10 WITH RESPECT TO OR THE QUALIFICATION OF AN ASSOCIATION UNDER
11 THIS TITLE OR ANY AMENDMENT TO ITS ARTICLES OR OTHER CHANGE IN
12 ITS STATUS OR OTHER ACTION UNDER THIS TITLE SHALL NOT BE
13 EFFECTIVE TO EXEMPT THE ASSOCIATION FROM ANY OF THE REQUIREMENTS
14 OF THOSE STATUTES OR RULES AND REGULATIONS.
15 (B) COMPLIANCE WITH REGULATORY LAWS CONDITION PRECEDENT TO
16 EFFECTIVENESS OF CORPORATE OR OTHER ACTION.--ANY DOCUMENT FILED
17 IN THE DEPARTMENT OF STATE OR ANY BYLAW ADOPTED OR OTHER
18 CORPORATE OR OTHER ACTION TAKEN UNDER THE AUTHORITY OF THIS
19 TITLE OR OTHER ACTION PURSUANT THERETO IN VIOLATION OF ANY
20 STATUTES OR RULES OR REGULATIONS REGULATING THE BUSINESS OF THE
21 ASSOCIATION SHALL BE INEFFECTIVE AS AGAINST THE COMMONWEALTH,
22 INCLUDING THE DEPARTMENTS, BOARDS AND COMMISSIONS THEREOF,
23 UNLESS AND UNTIL THE VIOLATION IS CURED.
24 (C) STRUCTURAL PROVISIONS IN REGULATORY STATUTES
25 CONTROLLING.--IF AND TO THE EXTENT THAT A STATUTE REGULATING THE
26 BUSINESS OF A CORPORATION OR OTHER ASSOCIATION SETS FORTH
27 PROVISIONS RELATING TO THE GOVERNMENT AND REGULATION OF THE
28 AFFAIRS OF ASSOCIATIONS THAT ARE INCONSISTENT WITH THE
29 PROVISIONS OF THIS TITLE ON THE SAME SUBJECT, THE PROVISIONS OF
30 THE OTHER STATUTE SHALL CONTROL.
19870S1200B2515 - 65 -
1 § 104. EQUITABLE REMEDIES.
2 EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THIS TITLE IN
3 CASES WHERE A STATUTORY REMEDY IS PROVIDED BY THIS TITLE, THE
4 COURT SHALL HAVE THE POWERS OF A COURT OF EQUITY OR CHANCERY
5 INSOFAR AS THOSE POWERS RELATE TO THE SUPERVISION AND CONTROL OF
6 CORPORATIONS AND OTHER ASSOCIATIONS.
7 § 105. FEES.
8 ANY DEPARTMENT, BOARD, COMMISSION OR OFFICER OF THIS
9 COMMONWEALTH SHALL BE ENTITLED TO RECEIVE FOR SERVICES
10 PERFORMED, AS REQUIRED BY THIS TITLE, SUCH FEES AS ARE OR MAY BE
11 LAWFULLY CHARGED FOR THOSE OR SIMILAR SERVICES.
12 § 106. EFFECT OF FILING PAPERS REQUIRED TO BE FILED.
13 THE FILING OF ARTICLES OR OF ANY OTHER PAPERS OR DOCUMENTS
14 PURSUANT TO THE PROVISIONS OF THIS TITLE IS REQUIRED FOR THE
15 PURPOSE OF AFFORDING ALL PERSONS THE OPPORTUNITY OF ACQUIRING
16 KNOWLEDGE OF THE CONTENTS THEREOF, BUT, EXCEPT AS OTHERWISE
17 PROVIDED BY STATUTE, NO PERSON SHALL BE CHARGED WITH
18 CONSTRUCTIVE NOTICE OF THE CONTENTS OF ANY ARTICLES, PAPERS OR
19 DOCUMENTS BY REASON OF THE FILING.
20 § 107. FORM OF RECORDS.
21 ANY RECORDS MAINTAINED BY A CORPORATION OR OTHER ASSOCIATION
22 IN THE REGULAR COURSE OF ITS BUSINESS, INCLUDING SHAREHOLDER OR
23 MEMBERSHIP RECORDS, BOOKS OF ACCOUNT AND MINUTE BOOKS, MAY BE
24 KEPT ON, OR BE IN THE FORM OF, PUNCH CARDS, MAGNETIC STORAGE
25 MEDIA, PHOTOGRAPHS, MICROPHOTOGRAPHS OR ANY OTHER INFORMATION
26 STORAGE DEVICE IF THE RECORDS SO KEPT CAN BE CONVERTED INTO
27 REASONABLY LEGIBLE WRITTEN FORM WITHIN A REASONABLE TIME. ANY
28 CORPORATION OR OTHER ASSOCIATION SHALL SO CONVERT ANY RECORDS SO
29 KEPT UPON THE REQUEST OF ANY PERSON ENTITLED TO INSPECT THE
30 RECORDS. WHERE RECORDS ARE KEPT IN THIS MANNER, A REASONABLY
19870S1200B2515 - 66 -
1 LEGIBLE WRITTEN FORM PRODUCED FROM THE INFORMATION STORAGE
2 DEVICE THAT ACCURATELY PORTRAYS THE RECORD SHALL BE ADMISSIBLE
3 IN EVIDENCE, AND SHALL BE ACCEPTED FOR ALL OTHER PURPOSES, TO
4 THE SAME EXTENT AS AN ORIGINAL WRITTEN RECORD OF THE SAME
5 INFORMATION WOULD HAVE BEEN ACCEPTED.
6 § 108. CHANGE IN LOCATION OR STATUS OF REGISTERED OFFICE
7 PROVIDED BY AGENT.
8 (A) GENERAL RULE.--WHERE THE REGISTERED OFFICE OF A
9 CORPORATION OR OTHER ASSOCIATION IS STATED TO BE IN CARE OF OR
10 IS IN FACT IN CARE OF AN AGENT WHO MAINTAINS THE REGISTERED
11 OFFICE FOR THE CORPORATION OR OTHER ASSOCIATION AND THE AGENT
12 CHANGES ITS NAME OR THE LOCATION OF ITS OFFICE IN A COUNTY FROM
13 ONE ADDRESS TO ANOTHER WITHIN THE COUNTY OR CEASES TO PROVIDE A
14 REGISTERED OFFICE FOR ONE OR MORE ASSOCIATIONS, THE AGENT MAY,
15 IN THE MANNER PROVIDED IN THIS SECTION, REFLECT SUCH CHANGE OF
16 NAME OR EFFECT A CORRESPONDING CHANGE IN THE REGISTERED OFFICE
17 ADDRESS OF OR CEASE TO PROVIDE A REGISTERED OFFICE FOR ONE OR
18 MORE OR ALL OF THE ASSOCIATIONS REPRESENTED BY IT. THE AGENT
19 SHALL EXECUTE AND FILE IN THE DEPARTMENT OF STATE WITH RESPECT
20 TO EACH ASSOCIATION REPRESENTED BY IT A STATEMENT OF CHANGE OF
21 REGISTERED OFFICE BY AGENT, SETTING FORTH:
22 (1) THE NAME OF THE ASSOCIATION REPRESENTED.
23 (2) THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF
24 ITS THEN REGISTERED OFFICE.
25 (3) THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF
26 THE NEW REGISTERED OFFICE OF THE ASSOCIATION REPRESENTED IF
27 THE REGISTERED OFFICE OF THE ASSOCIATION REPRESENTED IS TO BE
28 CHANGED.
29 (4) THE NAME OF THE PERSON IN CARE OF THE OFFICE AND A
30 STATEMENT THAT THE PERSON HAS BEEN DESIGNATED IN FACT AS THE
19870S1200B2515 - 67 -
1 AGENT IN CARE OF THE REGISTERED OFFICE OF THE ASSOCIATION
2 REPRESENTED IN THIS COMMONWEALTH AND THAT THE CHANGE IN
3 REGISTERED OFFICE REFLECTS A CHANGE OF NAME OF THE AGENT, THE
4 REMOVAL OF THE PLACE OF BUSINESS OF THE AGENT TO A NEW
5 LOCATION WITHIN THE COUNTY OR A TERMINATION OF THE STATUS OF
6 THE AGENT AS THE PROVIDER OF THE REGISTERED OFFICE OF THE
7 ASSOCIATION REPRESENTED, AS THE CASE MAY BE.
8 IF THE STATUS OF AN AGENT AS A PROVIDER OF A REGISTERED OFFICE
9 IS TERMINATED UNDER THIS SECTION, THE LOCATION OF THE REGISTERED
10 OFFICE OF THE ASSOCIATION REPRESENTED SHALL NOT BE AFFECTED, BUT
11 THE PERSON FORMERLY IN CARE OF THE OFFICE SHALL THEREAFTER NOT
12 HAVE ANY RESPONSIBILITY WITH RESPECT TO MATTERS TENDERED TO THE
13 OFFICE IN THE NAME OF THE ASSOCIATION REPRESENTED.
14 (B) ACTION BY AND NOTICE TO ASSOCIATION.--IT IS NOT
15 NECESSARY FOR THE ASSOCIATION REPRESENTED TO TAKE ANY ACTION IN
16 ORDER TO EFFECT A TERMINATION OF STATUS OF AGENT OR OTHER CHANGE
17 OF REGISTERED OFFICE UNDER THIS SECTION BUT THE PERSON
18 REPRESENTING THE ASSOCIATION SHALL PROMPTLY FURNISH THE
19 ASSOCIATION REPRESENTED WITH A COPY OF THE STATEMENT OF CHANGE
20 OF REGISTERED OFFICE BY AGENT AS FILED IN THE DEPARTMENT OF
21 STATE.
22 § 109. NAME OF COMMERCIAL REGISTERED OFFICE PROVIDER IN LIEU OF
23 REGISTERED ADDRESS.
24 (A) GENERAL RULE.--WHERE ANY PROVISION OF THIS TITLE
25 AUTHORIZES OR REQUIRES THE INCLUSION OF A REGISTERED OFFICE
26 ADDRESS IN ANY DOCUMENT FILED IN THE DEPARTMENT OF STATE, THE
27 PERSON FILING THE DOCUMENT MAY SUBSTITUTE IN LIEU THEREOF THE
28 TERM "C/O" FOLLOWED BY:
29 (1) THE NAME OF AN ASSOCIATION OR A DIVISION THEREOF
30 THAT HAS FILED IN THE DEPARTMENT, AND NOT WITHDRAWN, A
19870S1200B2515 - 68 -
1 STATEMENT OF ADDRESS OF COMMERCIAL REGISTERED OFFICE.
2 (2) THE NAME OF ANY COUNTY OF THIS COMMONWEALTH AND A
3 STATEMENT THAT THE REGISTERED OFFICE OF THE ASSOCIATION
4 REPRESENTED SHALL BE DEEMED FOR VENUE AND OFFICIAL
5 PUBLICATION PURPOSES TO BE LOCATED IN THE COUNTY SO NAMED.
6 FOR VENUE AND OFFICIAL PUBLICATION PURPOSES, THE COUNTY SO
7 NAMED SHALL CONTROL OVER THE ADDRESS CONTAINED IN THE
8 CURRENTLY APPLICABLE STATEMENT FILED UNDER SUBSECTION (B).
9 (B) STATEMENT OF ADDRESS OF COMMERCIAL REGISTERED OFFICE.--A
10 DOMESTIC BUSINESS CORPORATION OR QUALIFIED FOREIGN BUSINESS
11 CORPORATION, PARTNERSHIP OR OTHER ASSOCIATION ENGAGED IN THE
12 BUSINESS OF MAINTAINING REGISTERED OFFICES IN THIS COMMONWEALTH
13 FOR CORPORATIONS OR OTHER ASSOCIATIONS MAY FILE IN THE
14 DEPARTMENT A STATEMENT OF ADDRESS OF COMMERCIAL REGISTERED
15 OFFICE EXECUTED BY THE REPRESENTING ASSOCIATION OR A DIVISION
16 THEREOF AND SETTING FORTH:
17 (1) THE NAME OF THE REPRESENTING ASSOCIATION.
18 (2) THE FORM OF ORGANIZATION OF THE REPRESENTING
19 ASSOCIATION.
20 (3) A STATEMENT THAT IT IS IN THE BUSINESS OF
21 MAINTAINING REGISTERED OFFICES IN THIS COMMONWEALTH FOR
22 CORPORATIONS OR OTHER ASSOCIATIONS.
23 (4) THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF
24 A PLACE OF BUSINESS OF THE REPRESENTING ASSOCIATION IN THIS
25 COMMONWEALTH TO WHICH COMMUNICATIONS AND OTHER MATTERS
26 DIRECTED TO EACH PERSON REPRESENTED BY IT MAY BE DELIVERED.
27 (C) CHANGE OR WITHDRAWAL.--A REPRESENTING ASSOCIATION THAT
28 HAS EFFECTED A FILING IN THE DEPARTMENT UNDER SUBSECTION (B)
29 MAY:
30 (1) AMEND THE FILING BY FILING IN THE DEPARTMENT A
19870S1200B2515 - 69 -
1 SUPERSEDING STATEMENT OF ADDRESS OF COMMERCIAL REGISTERED
2 OFFICE.
3 (2) WITHDRAW ITS FILING UNDER SUBSECTION (B) AND CEASE
4 TO PROVIDE REGISTERED OFFICE SERVICE BY FILING IN THE
5 DEPARTMENT A STATEMENT OF ADDRESS OF COMMERCIAL REGISTERED
6 OFFICE SETTING FORTH, IN LIEU OF THE INFORMATION REQUIRED BY
7 SUBSECTION (B)(3) AND (4), A STATEMENT THAT IT HAS CEASED TO
8 BE IN THE BUSINESS OF MAINTAINING REGISTERED OFFICES IN THIS
9 COMMONWEALTH FOR CORPORATIONS AND OTHER ASSOCIATIONS AND THE
10 STATEMENTS REQUIRED BY SECTION 108 (RELATING TO CHANGE IN
11 LOCATION OR STATUS OF REGISTERED OFFICE PROVIDED BY AGENT).
12 (D) ACTION BY AND NOTICE TO ASSOCIATION.--IT IS NOT
13 NECESSARY FOR AN ASSOCIATION REPRESENTED TO TAKE ANY ACTION IN
14 CONNECTION WITH A CHANGE OR WITHDRAWAL EFFECTED UNDER SUBSECTION
15 (C), BUT A REPRESENTING ASSOCIATION THAT HAS EFFECTED A FILING
16 UNDER SUBSECTION (C) SHALL PROMPTLY FURNISH EACH AFFECTED
17 ASSOCIATION REPRESENTED WITH A COPY OF THE FILING. IF THE STATUS
18 OF AN AGENT AS A PROVIDER OF A REGISTERED OFFICE IS TERMINATED
19 UNDER THIS SECTION, THE LOCATION OF THE REGISTERED OFFICE OF THE
20 ASSOCIATION REPRESENTED SHALL NOT BE AFFECTED, BUT THE PERSON
21 FORMERLY IN CARE OF THE OFFICE SHALL THEREAFTER NOT HAVE ANY
22 RESPONSIBILITY WITH RESPECT TO MATTERS TENDERED TO THE OFFICE IN
23 THE NAME OF THE ASSOCIATION REPRESENTED.
24 § 110. SUPPLEMENTARY GENERAL PRINCIPLES OF LAW APPLICABLE.
25 UNLESS DISPLACED BY THE PARTICULAR PROVISIONS OF THIS TITLE,
26 THE PRINCIPLES OF LAW AND EQUITY, INCLUDING, BUT NOT LIMITED TO,
27 THE LAW RELATING TO PRINCIPAL AND AGENT, ESTOPPEL, WAIVER,
28 FRAUD, MISREPRESENTATION, DURESS, COERCION, MISTAKE, BANKRUPTCY
29 OR OTHER VALIDATING OR INVALIDATING CAUSE, SHALL SUPPLEMENT ITS
30 PROVISIONS.
19870S1200B2515 - 70 -
1 SUBCHAPTER B
2 FUNCTIONS AND POWERS OF DEPARTMENT OF STATE
3 SEC.
4 131. APPLICATION OF SUBCHAPTER.
5 132. FUNCTIONS OF DEPARTMENT OF STATE.
6 133. POWERS OF DEPARTMENT OF STATE.
7 134. DOCKETING STATEMENT.
8 135. REQUIREMENTS TO BE MET BY FILED DOCUMENTS.
9 136. PROCESSING OF DOCUMENTS BY DEPARTMENT OF STATE.
10 137. COURT TO PASS UPON REJECTION OF DOCUMENTS BY DEPARTMENT
11 OF STATE.
12 138. STATEMENT OF CORRECTION.
13 139. TAX CLEARANCE OF CERTAIN FUNDAMENTAL TRANSACTIONS.
14 § 131. APPLICATION OF SUBCHAPTER.
15 AS USED IN THIS SUBCHAPTER, THE TERM "THIS TITLE" INCLUDES
16 TITLE 54 (RELATING TO NAMES) AND ANY OTHER PROVISION OF LAW THAT
17 MAKES REFERENCE TO THE POWERS AND PROCEDURES OF THIS SUBCHAPTER.
18 § 132. FUNCTIONS OF DEPARTMENT OF STATE.
19 (A) GENERAL RULE.--THE FUNCTION OF THE DEPARTMENT OF STATE
20 UNDER THIS TITLE IS TO ACT IN A MANNER COMPARABLE TO THE OFFICES
21 OF RECORDER OF DEEDS UNDER FORMER PROVISIONS OF LAW AS AN OFFICE
22 OF PUBLIC RECORD WHEREIN ARTICLES AND OTHER PAPERS RELATING TO
23 ASSOCIATION AFFAIRS MAY BE FILED TO ESTABLISH THE PERMANENT AND
24 DEFINITIVE TEXT THEREOF AND TO AFFORD ALL PERSONS THE
25 OPPORTUNITY OF ACQUIRING KNOWLEDGE OF THE CONTENTS THEREOF.
26 (B) NAMES AND MARKS.--THE DEPARTMENT SHALL SUPERVISE AND
27 ADMINISTER THE PROVISIONS OF THIS TITLE AND OF TITLE 54
28 (RELATING TO NAMES) CONCERNING NAMES AND MARKS.
29 (C) COLLECTION OF TAXES AND CHARGES IMPOSED BY STATUTE.--
30 THIS SUBCHAPTER SHALL NOT LIMIT THE POWER AND DUTY OF THE
19870S1200B2515 - 71 -
1 DEPARTMENT TO ASSESS AND COLLECT TAXES AND CHARGES IMPOSED OR
2 AUTHORIZED BY STATUTE.
3 (D) NOTICE OF DECENNIAL FILINGS.--WHENEVER A DECENNIAL
4 FILING IS REQUIRED BY TITLE 54 TO BE MADE IN THE DEPARTMENT, THE
5 DEPARTMENT SHALL, NOT EARLIER THAN THE NOVEMBER 1 PRIOR TO THE
6 COMMENCEMENT OF THE DECENNIAL YEAR WHEREVER PRACTICABLE, GIVE
7 NOTICE BY MAIL TO THE REGISTRANT OR OTHER PARTY OF THE DECENNIAL
8 FILING REQUIREMENT, WHICH NOTICE SHALL BE ACCOMPANIED BY
9 APPROPRIATE APPLICATION BLANKS OR FORMS. FAILURE BY THE <--
10 DEPARTMENT TO GIVE NOTICE TO ANY PARTY, OR FAILURE BY ANY PARTY
11 TO RECEIVE NOTICE, OF A DECENNIAL FILING REQUIREMENT SHALL NOT
12 RELIEVE ANY PARTY OF THE OBLIGATION TO MAKE THE DECENNIAL
13 FILING.
14 § 133. POWERS OF DEPARTMENT OF STATE.
15 (A) GENERAL RULE.--THE DEPARTMENT OF STATE SHALL HAVE THE
16 POWER AND AUTHORITY REASONABLY NECESSARY TO ENABLE IT TO
17 ADMINISTER THIS SUBCHAPTER EFFICIENTLY AND TO PERFORM THE
18 FUNCTIONS SPECIFIED IN SECTION 132 (RELATING TO FUNCTIONS OF
19 DEPARTMENT OF STATE).
20 (B) LANGUAGE AND CONTENT OF DOCUMENTS.--EXCEPT TO THE EXTENT
21 REQUIRED IN ORDER TO DETERMINE WHETHER A DOCUMENT COMPLIES WITH
22 SECTION 135 (RELATING TO REQUIREMENTS TO BE MET BY FILED
23 DOCUMENTS), THE DEPARTMENT SHALL NOT EXAMINE ARTICLES AND OTHER
24 DOCUMENTS AUTHORIZED OR REQUIRED TO BE FILED IN THE DEPARTMENT
25 UNDER THIS TITLE TO DETERMINE WHETHER THE LANGUAGE OR CONTENT
26 THEREOF CONFORMS TO THE PROVISIONS OF THIS TITLE.
27 (C) MEANING OF TERM "CONFORM TO LAW".--A DOCUMENT DELIVERED
28 TO THE DEPARTMENT FOR THE PURPOSE OF FILING IN THE DEPARTMENT
29 SHALL BE DEEMED TO BE IN ACCORDANCE WITH LAW AND TO CONFORM TO
30 LAW, AS THOSE TERMS ARE USED IN STATUTES RELATING TO THE POWERS
19870S1200B2515 - 72 -
1 AND DUTIES OF THE DEPARTMENT, IF THE DOCUMENT CONFORMS TO
2 SECTION 135.
3 (D) PHYSICAL CHARACTERISTICS AND COPIES OF DOCUMENTS.--ALL
4 ARTICLES AND OTHER DOCUMENTS AUTHORIZED OR REQUIRED TO BE FILED
5 IN THE DEPARTMENT UNDER THIS TITLE SHALL BE IN SUCH FORMAT AS TO
6 SIZE, SHAPE AND OTHER PHYSICAL CHARACTERISTICS AS SHALL BE
7 PRESCRIBED BY REGULATIONS PROMULGATED BY THE DEPARTMENT. THE
8 REGULATIONS MAY REQUIRE THE SUBMISSION OF NOT TO EXCEED THREE
9 CONFORMED COPIES OF ANY DOCUMENT IN ADDITION TO THE ORIGINAL AND
10 ANY COPIES THEREOF OTHERWISE REQUIRED BY LAW. ALL FORMATS
11 PROMULGATED BY THE DEPARTMENT FOR USE UNDER THIS TITLE SHALL
12 INCLUDE A STATEMENT OF THE NUMBER OF COPIES REQUIRED TO BE FILED
13 AND SHALL BE PUBLISHED IN THE PENNSYLVANIA CODE.
14 (E) ENGROSSED CERTIFICATE.--WHENEVER THE DEPARTMENT HAS
15 TAKEN ANY ACTION UNDER THIS TITLE, THE SECRETARY OF THE
16 COMMONWEALTH SHALL, UPON REQUEST AND PAYMENT OF THE FEE OR
17 ADDITIONAL FEE THEREFOR FIXED BY REGULATION OF THE DEPARTMENT,
18 ISSUE TO ANY PERSON ENTITLED THERETO AN ENGROSSED CERTIFICATE
19 EVIDENCING THE ACTION, EXECUTED BY THE SECRETARY OF THE
20 COMMONWEALTH UNDER THE SEAL OF THE COMMONWEALTH.
21 § 134. DOCKETING STATEMENT.
22 (A) GENERAL RULE.--THE DEPARTMENT OF STATE MAY PRESCRIBE BY
23 REGULATION ONE OR MORE OFFICIAL DOCKETING STATEMENT FORMS
24 DESIGNED TO ELICIT FROM A PERSON EFFECTING A FILING UNDER THIS
25 TITLE INFORMATION THAT THE DEPARTMENT HAS FOUND TO BE NECESSARY
26 OR DESIRABLE IN CONNECTION WITH THE PROCESSING OF A FILING. A
27 DOCKETING STATEMENT SUBMITTED WITH THE ARTICLES OF INCORPORATION
28 OR DIVISION OF A PROPOSED DOMESTIC CORPORATION FOR PROFIT OR
29 NOT-FOR-PROFIT, THE ARTICLES OF DOMESTICATION OR APPLICATION FOR
30 A CERTIFICATE OF AUTHORITY OF A FOREIGN CORPORATION FOR PROFIT
19870S1200B2515 - 73 -
1 OR NOT-FOR-PROFIT OR THE CERTIFICATE OF ELECTION OF AN ELECTING
2 PARTNERSHIP SHALL SET FORTH, INTER ALIA, THE KIND OR KINDS OF
3 BUSINESS IN WHICH THE ASSOCIATION ACTUALLY INTENDS TO ENGAGE IN
4 THIS COMMONWEALTH WITHIN ONE YEAR OF THE EXECUTION OF THE
5 DOCKETING STATEMENT. A DOCKETING STATEMENT SUBMITTED WITH
6 ARTICLES OF INCORPORATION, CONSOLIDATION OR DIVISION OF A
7 DOMESTIC CORPORATION NOT-FOR-PROFIT OR AN APPLICATION FOR A
8 CERTIFICATE OF AUTHORITY OF A FOREIGN CORPORATION NOT-FOR-PROFIT
9 SHALL SET FORTH WITH RESPECT TO THE NEW CORPORATION OR
10 CORPORATIONS RESULTING THEREFROM, INTER ALIA, THE STATUTE BY OR
11 UNDER WHICH IT WAS INCORPORATED, THE DATE OF INCORPORATION, THE
12 NAME NAMES AND RESIDENCE ADDRESSES OF ITS CHIEF EXECUTIVE <--
13 OFFICER, SECRETARY AND TREASURER, REGARDLESS OF THE NAMES OR
14 TITLES BY WHICH THEY MAY BE DESIGNATED, THE ADDRESS OF ITS
15 PRINCIPAL PLACE OF BUSINESS AND THE AMOUNT, IF ANY, OF ITS
16 AUTHORIZED AND ISSUED CAPITAL STOCK. A FORM OF DOCKETING
17 STATEMENT PRESCRIBED UNDER THIS SUBSECTION:
18 (1) SHALL BE PUBLISHED IN THE PENNSYLVANIA CODE.
19 (2) SHALL NOT BE INTEGRATED INTO A SINGLE DOCUMENT
20 COVERING THE REQUIREMENTS OF THE FILING AND ITS RELATED
21 DOCKETING STATEMENT.
22 (3) MAY BE REQUIRED BY THE DEPARTMENT IN CONNECTION WITH
23 A FILING ONLY IF NOTICE OF THE REQUIREMENT APPEARS ON THE
24 OFFICIAL FORMAT FOR THE FILING PRESCRIBED UNDER SECTION
25 133(D) (RELATING TO PHYSICAL CHARACTERISTICS AND COPIES OF
26 DOCUMENTS).
27 (4) SHALL NOT BE REQUIRED TO BE SUBMITTED ON DEPARTMENT-
28 FURNISHED FORMS.
29 (5) SHALL NOT CONSTITUTE A DOCUMENT FILED IN, WITH OR BY
30 THE DEPARTMENT FOR THE PURPOSES OF THIS TITLE OR ANY OTHER
19870S1200B2515 - 74 -
1 PROVISION OF LAW EXCEPT 18 PA.C.S. § 4904 (RELATING TO
2 UNSWORN FALSIFICATION TO AUTHORITIES).
3 (B) TRANSMISSION TO DEPARTMENT OF REVENUE.--THE DEPARTMENT
4 SHALL NOTE THE FACT AND DATE OF THE FILING OF ARTICLES OF
5 INCORPORATION, CONSOLIDATION, MERGER, DIVISION, CONVERSION OR
6 DOMESTICATION OR CERTIFICATE OF ELECTION OR ISSUANCE OF THE
7 CERTIFICATE OF AUTHORITY, AS THE CASE MAY BE, UPON THE DOCKETING
8 STATEMENT AND SHALL TRANSMIT A COPY OF IT TO THE DEPARTMENT OF
9 REVENUE.
10 (C) TRANSMISSION TO OTHER AGENCIES.--IF THE DOCKETING
11 STATEMENT DELIVERED TO THE DEPARTMENT OF STATE SETS FORTH ANY
12 KIND OF BUSINESS IN WHICH A CORPORATION, PARTNERSHIP OR OTHER
13 ASSOCIATION MAY NOT ENGAGE WITHOUT THE APPROVAL OF OR A LICENSE
14 FROM ANY DEPARTMENT, BOARD OR COMMISSION OF THE COMMONWEALTH,
15 THE DEPARTMENT OF STATE SHALL, UPON THE FILING OF ARTICLES OF
16 INCORPORATION, CONSOLIDATION, DIVISION OR DOMESTICATION OR
17 CERTIFICATE OF ELECTION OR ISSUANCE OF THE CERTIFICATE OF
18 AUTHORITY, PROMPTLY TRANSMIT A COPY OF THE DOCKETING STATEMENT
19 TO EACH SUCH DEPARTMENT, BOARD OR COMMISSION.
20 § 135. REQUIREMENTS TO BE MET BY FILED DOCUMENTS.
21 (A) GENERAL RULE.--A DOCUMENT SHALL BE ACCEPTED FOR FILING
22 BY THE DEPARTMENT OF STATE IF IT SATISFIES THE FOLLOWING
23 REQUIREMENTS:
24 (1) THE DOCUMENT PURPORTS ON ITS FACE TO RELATE TO
25 MATTERS AUTHORIZED OR REQUIRED TO BE FILED UNDER THIS TITLE
26 OR CONTAINS A CAPTION INDICATING THAT RELATIONSHIP AND, IF NO
27 APPLICABLE STATEMENT HAS BEEN PRESCRIBED UNDER SECTION 134
28 (RELATING TO DOCKETING STATEMENT), CONTAINS SUFFICIENT
29 INFORMATION TO PERMIT THE DEPARTMENT TO PREPARE A DOCKET
30 RECORD ENTRY:
19870S1200B2515 - 75 -
1 (I) IDENTIFYING THE NAME OF THE ASSOCIATION OR OTHER
2 PERSON TO WHICH THE DOCUMENT RELATES.
3 (II) IDENTIFYING THE ASSOCIATION OR ASSOCIATIONS, IF
4 ANY, THE EXISTENCE OF WHICH IS TO BE CREATED, EXTENDED,
5 LIMITED OR TERMINATED BY REASON OF THE FILING AND THE
6 DURATION OF EXISTENCE OF ANY SUCH ASSOCIATION.
7 (III) SPECIFYING THE DATE UPON WHICH THE CREATION OR
8 TERMINATION OF EXISTENCE, IF ANY, OF THE ASSOCIATION OR
9 ASSOCIATIONS EFFECTED BY THE FILING WILL TAKE EFFECT.
10 (2) THE DOCUMENT COMPLIES WITH ANY REGULATIONS
11 PROMULGATED BY THE DEPARTMENT PURSUANT TO SECTION 133(D)
12 (RELATING TO PHYSICAL CHARACTERISTICS AND COPIES OF
13 DOCUMENTS) AND IS ACCOMPANIED BY ANY APPLICABLE STATEMENT
14 PRESCRIBED UNDER SECTION 134.
15 (3) IN THE CASE OF A DOCUMENT THAT CREATES A NEW
16 ASSOCIATION OR EFFECTS OR REFLECTS A CHANGE IN NAME:
17 (I) THE DOCUMENT IS ACCOMPANIED BY EVIDENCE THAT THE
18 PROPOSED NAME HAS BEEN RESERVED BY OR ON BEHALF OF THE
19 APPLICANT; OR
20 (II) THE PROPOSED NAME IS AVAILABLE FOR USE UNDER
21 THE APPLICABLE STANDARD ESTABLISHED BY THIS TITLE AND ANY
22 OTHER APPLICABLE PROVISION OF LAW.
23 (4) IN THE CASE OF ANY OTHER DOCUMENT THAT SETS FORTH A
24 NAME OR MARK, THE PROPOSED NAME OR MARK IS AVAILABLE FOR USE
25 UNDER THE APPLICABLE STANDARD ESTABLISHED BY LAW.
26 (5) ALL FEES, TAXES AND CERTIFICATES OR STATEMENTS
27 RELATING THERETO REQUIRED BY SECTION 139 (RELATING TO TAX
28 CLEARANCE OF CERTAIN FUNDAMENTAL TRANSACTIONS) OR OTHERWISE
29 HAVE BEEN TENDERED THEREWITH.
30 (6) ALL CERTIFICATES AND OTHER INSTRUMENTS REQUIRED BY
19870S1200B2515 - 76 -
1 STATUTE EVIDENCING THE CONSENT OR APPROVAL OF ANY DEPARTMENT,
2 BOARD, COMMISSION OR OTHER AGENCY OF THIS COMMONWEALTH AS A
3 PREREQUISITE TO THE FILING OF THE DOCUMENT IN THE DEPARTMENT
4 OF STATE HAVE BEEN INCORPORATED INTO, ATTACHED TO OR
5 OTHERWISE TENDERED WITH THE DOCUMENT.
6 (B) ATTORNEY-IN-FACT.--ANY PERSON, OTHER THAN AN
7 INCORPORATOR OR OFFICER OF A CORPORATION, AS SUCH, MAY SIGN A
8 DOCUMENT BY AN ATTORNEY-IN-FACT OR FIDUCIARY. IT SHALL NOT BE
9 NECESSARY TO PRESENT TO OR FILE IN THE DEPARTMENT THE ORIGINAL
10 OR A COPY OF ANY DOCUMENT EVIDENCING THE AUTHORITY OF AN
11 ATTORNEY-IN-FACT OR FIDUCIARY.
12 (C) ADDRESSES.--WHENEVER ANY PROVISION OF THIS TITLE OR OF
13 TITLE 54 (RELATING TO NAMES) REQUIRES THAT ANY PERSON SET FORTH
14 AN ADDRESS IN ANY DOCUMENT, SUCH PROVISION SHALL BE CONSTRUED TO
15 REQUIRE THE SUBMISSION OF AN ACTUAL STREET ADDRESS OR RURAL
16 ROUTE BOX NUMBER, AND THE DEPARTMENT SHALL REFUSE TO RECEIVE OR
17 FILE ANY DOCUMENT THAT SETS FORTH ONLY A POST OFFICE BOX
18 ADDRESS.
19 § 136. PROCESSING OF DOCUMENTS BY DEPARTMENT OF STATE.
20 (A) FILING OF DOCUMENTS.--IF A DOCUMENT CONFORMS TO SECTION
21 135 (RELATING TO REQUIREMENTS TO BE MET BY FILED DOCUMENTS) THE
22 DEPARTMENT OF STATE SHALL FORTHWITH OR ON SUCH DATE AS IS
23 REQUESTED BY THE PERSON DELIVERING THE DOCUMENT, WHICHEVER IS
24 LATER, FILE THE DOCUMENT, CERTIFY THAT THE DOCUMENT HAS BEEN
25 FILED BY ENDORSING UPON THE DOCUMENT THE FACT AND DATE OF
26 FILING, MAKE AND RETAIN A COPY THEREOF AND RETURN THE DOCUMENT
27 OR A COPY THEREOF SO ENDORSED TO OR UPON THE ORDER OF THE PERSON
28 WHO DELIVERED THE DOCUMENT TO THE DEPARTMENT.
29 (B) IMMEDIATE CERTIFIED COPY.--
30 (1) IF A DUPLICATE COPY, WHICH MAY BE EITHER A SIGNED OR
19870S1200B2515 - 77 -
1 CONFORMED COPY, OF ANY ARTICLES OR OTHER DOCUMENT AUTHORIZED
2 OR REQUIRED BY THIS TITLE TO BE FILED IN THE DEPARTMENT IS
3 DELIVERED TO THE DEPARTMENT WITH THE ORIGINAL SIGNED
4 DOCUMENT, THE DEPARTMENT SHALL COMPARE THE DUPLICATE COPY
5 WITH THE ORIGINAL SIGNED DOCUMENT AND, IF IT FINDS THAT THEY
6 ARE IDENTICAL, SHALL CERTIFY THE DUPLICATE COPY BY MAKING
7 UPON IT THE SAME ENDORSEMENT THAT IS REQUIRED TO APPEAR UPON
8 THE ORIGINAL, TOGETHER WITH A FURTHER ENDORSEMENT THAT THE
9 DUPLICATE COPY IS A TRUE COPY OF THE ORIGINAL SIGNED
10 DOCUMENT, AND RETURN THE DUPLICATE COPY TO THE PERSON WHO
11 DELIVERED IT TO THE DEPARTMENT. IF THE DUPLICATE COPY IS
12 DELIVERED BY HAND TO THE OFFICE OF THE DEPARTMENT AT THE SEAT
13 OF GOVERNMENT AT LEAST FOUR HOURS BEFORE THE CLOSE OF
14 BUSINESS ON ANY DAY NOT A HOLIDAY AND RELATES TO A MATTER
15 OTHER THAN A LABEL OR OTHER MARK REQUIRING EXAMINATION UNDER
16 TITLE 54 (RELATING TO NAMES), THE DEPARTMENT BEFORE THE CLOSE
17 OF BUSINESS ON THAT DAY SHALL EITHER:
18 (I) CERTIFY THE DUPLICATE COPY AS REQUIRED BY THIS
19 SUBSECTION AND MAKE SUCH CERTIFIED COPY AVAILABLE AT THE
20 OFFICE OF THE DEPARTMENT TO OR UPON THE ORDER OF THE
21 PERSON WHO DELIVERED IT TO THE DEPARTMENT.
22 (II) MAKE AVAILABLE AT THE OFFICE OF THE DEPARTMENT
23 TO OR UPON THE ORDER OF THE PERSON WHO DELIVERED IT TO
24 THE DEPARTMENT A BRIEF STATEMENT IN WRITING OF THE
25 REASONS OF THE DEPARTMENT FOR REFUSING TO CERTIFY SUCH
26 DUPLICATE COPY.
27 (2) IN LIEU OF COMPARING THE DUPLICATE COPY WITH THE
28 ORIGINAL SIGNED DOCUMENT AS PROVIDED IN PARAGRAPH (1), THE
29 DEPARTMENT MAY MAKE A COPY OF THE ORIGINAL SIGNED DOCUMENT AT
30 THE COST OF THE PERSON WHO DELIVERED IT TO THE DEPARTMENT.
19870S1200B2515 - 78 -
1 (C) EFFECTIVE DATE.--EXCEPT AS OTHERWISE PROVIDED IN THIS
2 TITLE, A DOCUMENT SHALL BECOME EFFECTIVE UPON THE FILING THEREOF
3 IN THE DEPARTMENT.
4 (D) COPIES.--THE DEPARTMENT MAY MAKE A COPY, ON MICROFILM OR
5 OTHERWISE, OF ANY DOCUMENT FILED IN, WITH OR BY IT PURSUANT TO
6 THIS TITLE, OR ANY STATUTE HEREBY SUPPLIED OR REPEALED, AND
7 THEREAFTER DESTROY THE DOCUMENT OR RETURN IT TO OR UPON THE
8 ORDER OF THE PERSON WHO DELIVERED THE DOCUMENT TO THE
9 DEPARTMENT.
10 § 137. COURT TO PASS UPON REJECTION OF DOCUMENTS BY DEPARTMENT
11 OF STATE.
12 (A) GENERAL RULE.--WHENEVER THE DEPARTMENT OF STATE REJECTS
13 A DOCUMENT DELIVERED FOR FILING UNDER THIS TITLE OR FAILS TO
14 MAKE AVAILABLE A CERTIFIED DUPLICATE COPY WITHIN THE TIME
15 PROVIDED BY SECTION 136(B) (RELATING TO IMMEDIATE CERTIFIED
16 COPY):
17 (1) THE ORIGINAL DOCUMENT OR COPIES THEREOF;
18 (2) THE STATEMENT, IF ANY, OF THE DEPARTMENT MADE UNDER
19 SECTION 136(B)(1)(II); AND
20 (3) ANY OTHER PAPERS RELATING THERETO;
21 MAY BE DELIVERED TO THE PROTHONOTARY OR CLERK OF THE COURT
22 VESTED BY OR PURSUANT TO TITLE 42 (RELATING TO JUDICIARY AND
23 JUDICIAL PROCEDURE) WITH JURISDICTION OF APPEALS FROM THE
24 DEPARTMENT. IMMEDIATELY THE PROTHONOTARY OR CLERK SHALL TRANSMIT
25 THE PAPERS TO THE COURT WITHOUT FORMALITY OR EXPENSE TO THE
26 PERSON WHO DELIVERED THE ORIGINAL DOCUMENT TO THE DEPARTMENT.
27 THE QUESTION OF THE ELIGIBILITY OF THE DOCUMENT FOR FILING IN
28 THE DEPARTMENT SHALL THEREUPON, AT THE EARLIEST POSSIBLE TIME,
29 BE HEARD BY A JUDGE OF THE COURT, WITHOUT JURY, IN THE COURT OR
30 IN CHAMBERS. THE FINDING OF THE COURT, OR ANY JUDGE THEREOF,
19870S1200B2515 - 79 -
1 THAT THE DOCUMENT IS ELIGIBLE FOR FILING IN THE DEPARTMENT SHALL
2 BE FINAL AND THE DEPARTMENT SHALL ACT IN ACCORDANCE THEREWITH.
3 THE TRUE INTENT OF THIS SECTION IS TO SECURE FOR APPLICANTS AN
4 IMMEDIATE HEARING IN COURT AND A DETERMINATION BY THE COURT
5 WITHOUT DELAY OR EXPENSE TO THE APPLICANTS.
6 (B) FURTHER APPELLATE REVIEW.--THE CORPORATION OR ANY
7 INCORPORATOR OF A PROPOSED CORPORATION OR OTHER AGGRIEVED
8 APPLICANT MAY WITHIN THE TIME AND IN THE MANNER PROVIDED BY LAW
9 SEEK JUDICIAL REVIEW OF AN ADVERSE ORDER OF COURT ENTERED
10 PURSUANT TO SUBSECTION (A). THE DEPARTMENT SHALL NOT HAVE ANY
11 RIGHT IN THE EXERCISE OF ITS FUNCTIONS UNDER THIS TITLE TO SEEK
12 JUDICIAL REVIEW OF AN ADVERSE ORDER ENTERED PURSUANT TO
13 SUBSECTION (A) AND ANY SUCH RIGHT WHICH THE DEPARTMENT MIGHT
14 OTHERWISE ENJOY UNDER THE CONSTITUTION OF PENNSYLVANIA OR
15 OTHERWISE IS HEREBY WAIVED, BUT ANY DEPARTMENT, BOARD OR
16 COMMISSION OF THE COMMONWEALTH WHICH CONTENDS THAT THE DOCUMENT
17 FAILS TO COMPLY WITH SECTION 135(A)(6) (RELATING TO REQUIREMENTS
18 TO BE MET BY FILED DOCUMENTS) MAY SEEK JUDICIAL REVIEW OF THE
19 ORDER.
20 (C) EXCEPTIONS.--
21 (1) THIS SECTION SHALL NOT IMPAIR THE RIGHT OF ANY
22 PERSON TO PROCEED UNDER SECTION 138 (RELATING TO STATEMENT OF
23 CORRECTION) NOR IMPAIR THE RIGHT OF THE ATTORNEY GENERAL TO
24 INSTITUTE PROCEEDINGS UNDER SECTION 503 (RELATING TO ACTIONS
25 TO REVOKE CORPORATE FRANCHISES).
26 (2) A DETERMINATION BY THE DEPARTMENT WITH RESPECT TO
27 THE REGISTRABILITY OF A LABEL OR OTHER MARK UNDER TITLE 54
28 (RELATING TO NAMES) OR OTHERWISE AFFECTING THE STATUS OF A
29 LABEL OR OTHER MARK SHALL BE SUBJECT TO JUDICIAL REVIEW UNDER
30 TITLE 2 (RELATING TO ADMINISTRATIVE LAW AND PROCEDURE) AND
19870S1200B2515 - 80 -
1 NOT UNDER THIS SECTION.
2 § 138. STATEMENT OF CORRECTION.
3 (A) FILING OF STATEMENT.--WHENEVER ANY DOCUMENT AUTHORIZED
4 OR REQUIRED TO BE FILED IN THE DEPARTMENT OF STATE BY ANY
5 PROVISION OF THIS TITLE HAS BEEN SO FILED AND IS AN INACCURATE
6 RECORD OF THE CORPORATE OR OTHER ACTION THEREIN REFERRED TO OR
7 WAS DEFECTIVELY OR ERRONEOUSLY EXECUTED, THE DOCUMENT MAY BE
8 CORRECTED BY FILING IN THE DEPARTMENT A STATEMENT OF CORRECTION
9 OF THE DOCUMENT. THE STATEMENT OF CORRECTION, EXCEPT AS PROVIDED
10 IN SUBSECTION (C), SHALL BE EXECUTED BY THE ASSOCIATION OR OTHER
11 PERSON THAT EFFECTED THE DEFECTIVE OR ERRONEOUS FILING AND SHALL
12 SET FORTH:
13 (1) THE NAME OF THE ASSOCIATION OR OTHER PERSON AND,
14 SUBJECT TO SECTION 109 (RELATING TO NAME OF COMMERCIAL
15 REGISTERED OFFICE PROVIDER IN LIEU OF REGISTERED ADDRESS),
16 THE LOCATION, INCLUDING STREET AND NUMBER, IF ANY, OF ITS
17 REGISTERED OR OTHER OFFICE.
18 (2) THE STATUTE BY OR UNDER WHICH THE CORPORATION WAS
19 INCORPORATED, OR THE PRECEDING FILING WAS MADE, IN THE CASE
20 OF A FILING THAT DOES NOT CONSTITUTE A PART OF THE ARTICLES
21 OF INCORPORATION OF A CORPORATION.
22 (3) THE INACCURACY OR DEFECT TO BE CORRECTED.
23 (4) THE PORTION OF THE DOCUMENT REQUIRING CORRECTION IN
24 CORRECTED FORM OR, IF THE DOCUMENT WAS ERRONEOUSLY EXECUTED,
25 A STATEMENT THAT THE ORIGINAL DOCUMENT SHALL BE DEEMED
26 REEXECUTED OR STRICKEN FROM THE RECORDS OF THE DEPARTMENT, AS
27 THE CASE MAY BE.
28 (B) EFFECT OF FILING.--
29 (1) THE CORRECTED DOCUMENT SHALL BE EFFECTIVE:
30 (I) UPON FILING IN THE DEPARTMENT, AS TO THOSE
19870S1200B2515 - 81 -
1 PERSONS WHO ARE SUBSTANTIALLY AND ADVERSELY AFFECTED BY
2 THE CORRECTION.
3 (II) AS OF THE DATE THE ORIGINAL DOCUMENT WAS
4 EFFECTIVE, AS TO ALL OTHER PERSONS.
5 (2) A FILING UNDER THIS SECTION SHALL NOT HAVE THE
6 EFFECT OF CAUSING ORIGINAL ARTICLES OF INCORPORATION TO BE
7 STRICKEN FROM THE RECORDS OF THE DEPARTMENT BUT THE ARTICLES
8 MAY BE CORRECTED UNDER THIS SECTION.
9 (C) FILING PURSUANT TO COURT ORDER.--IF THE ASSOCIATION OR
10 OTHER PERSON REFUSES TO FILE AN APPROPRIATE STATEMENT OF
11 CORRECTION UNDER THIS SECTION WITHIN TEN BUSINESS DAYS AFTER ANY
12 PERSON ADVERSELY AFFECTED HAS MADE A WRITTEN DEMAND THEREFOR,
13 THE AFFECTED PERSON MAY APPLY TO THE COURT FOR AN ORDER TO
14 COMPEL THE FILING. IF THE COURT FINDS THAT A DOCUMENT ON FILE IN
15 THE DEPARTMENT IS INACCURATE OR DEFECTIVE, IT MAY DIRECT THE
16 ASSOCIATION OR OTHER PERSON WHO EFFECTED THE DEFECTIVE OR
17 ERRONEOUS FILING TO FILE AN APPROPRIATE STATEMENT OF CORRECTION
18 IN THE DEPARTMENT OR IT MAY ORDER THE CLERK TO EXECUTE THE
19 STATEMENT UNDER THE SEAL OF THE COURT AND CAUSE THE STATEMENT TO
20 BE FILED IN THE DEPARTMENT. IN THE ABSENCE OF FRAUD, AN
21 APPLICATION MAY NOT BE MADE TO A COURT UNDER THIS SUBSECTION
22 WITH RESPECT TO A DOCUMENT MORE THAN ONE YEAR AFTER THE DATE ON
23 WHICH IT WAS ORIGINALLY FILED IN THE DEPARTMENT.
24 § 139. TAX CLEARANCE OF CERTAIN FUNDAMENTAL TRANSACTIONS.
25 A DOMESTIC CORPORATION ASSOCIATION SHALL NOT FILE ARTICLES OR <--
26 A CERTIFICATE OF MERGER OR CONSOLIDATION EFFECTING A MERGER OR
27 CONSOLIDATION INTO A NONQUALIFIED FOREIGN CORPORATION <--
28 ASSOCIATION OR ARTICLES OR A CERTIFICATE OF DISSOLUTION OR A <--
29 STATEMENT OF REVIVAL, A QUALIFIED FOREIGN CORPORATION <--
30 ASSOCIATION SHALL NOT FILE AN APPLICATION FOR TERMINATION OF <--
19870S1200B2515 - 82 -
1 AUTHORITY OR SIMILAR DOCUMENT IN THE DEPARTMENT OF STATE AND A
2 CORPORATION SHALL NOT FILE ARTICLES OF DIVISION DIVIDING SOLELY
3 INTO NONQUALIFIED FOREIGN CORPORATIONS UNLESS THE ARTICLES,
4 CERTIFICATE, APPLICATION OR OTHER DOCUMENT ARE ACCOMPANIED BY: <--
5 (1) CLEARANCE CERTIFICATES FROM THE DEPARTMENT OF
6 REVENUE AND THE OFFICE OF EMPLOYMENT SECURITY OF THE
7 DEPARTMENT OF LABOR AND INDUSTRY, EVIDENCING THE PAYMENT BY
8 THE CORPORATION ASSOCIATION OF ALL TAXES AND CHARGES DUE THE <--
9 COMMONWEALTH REQUIRED BY LAW. <--
10 (2) A STATEMENT OF ASSUMPTION OF TAX LIABILITY: <--
11 (I) EXECUTED BY THE SURVIVING, RESULTING OR
12 WITHDRAWING CORPORATION OR ACCOMPANYING AND INCORPORATED
13 BY REFERENCE INTO THE PLAN OF MERGER, CONSOLIDATION OR
14 DIVISION, STATING THAT THE SURVIVING, RESULTING,
15 WITHDRAWING OR NEW CORPORATION AGREES TO BE LIABLE FOR
16 PAYMENT OF ALL TAXES AND CHARGES DUE TO THE COMMONWEALTH
17 OF ANY AND ALL NONSURVIVING DOMESTIC OR QUALIFIED FOREIGN
18 CORPORATIONS OR OF THE WITHDRAWING CORPORATION; OR
19 (II) EXECUTED BY ONE OR MORE OF THE DIRECTORS OR
20 SHAREHOLDERS, OR THEIR ATTORNEYS-IN-FACT, OF A DISSOLVING
21 CORPORATION, STATING THAT THE SIGNATORIES AGREE TO BE
22 JOINTLY AND SEVERALLY LIABLE FOR PAYMENT OF ALL TAXES AND
23 CHARGES DUE TO THE COMMONWEALTH BY THE DISSOLVING
24 CORPORATION UP TO THE FULL AMOUNT OF THE NET ASSETS OF
25 THE CORPORATION AVAILABLE FOR DISTRIBUTION ON
26 DISSOLUTION;
27 IF IN EITHER CASE THE STATEMENT OF ASSUMPTION OF TAX
28 LIABILITY SHALL HAVE BEEN APPROVED BY THE DEPARTMENT OF
29 REVENUE AND BY THE OFFICE OF EMPLOYMENT SECURITY OF THE
30 DEPARTMENT OF LABOR AND INDUSTRY, AS ADEQUATELY SECURING THE
19870S1200B2515 - 83 -
1 PUBLIC REVENUES; OR
2 (3) EVIDENCE OF SUCH OTHER ARRANGEMENT AGREED TO BY THE
3 CORPORATION AND APPROVED BY THE DEPARTMENT OF REVENUE AND BY
4 THE OFFICE OF EMPLOYMENT SECURITY OF THE DEPARTMENT OF LABOR
5 AND INDUSTRY, AS WILL ADEQUATELY SECURE THE PUBLIC REVENUES.
6 SUBCHAPTER C
7 DEFINITIVE AND CONTINGENT DOMESTICATION OF
8 FOREIGN ASSOCIATIONS
9 SEC.
10 151. DOMESTICATION OF CERTAIN FOREIGN ASSOCIATIONS.
11 152. CONTINGENT DOMESTICATION OF CERTAIN FOREIGN ASSOCIATIONS.
12 § 151. DOMESTICATION OF CERTAIN FOREIGN ASSOCIATIONS.
13 (A) GENERAL RULE.--EXCEPT AS RESTRICTED BY SUBSECTION (E),
14 ANY ASSOCIATION AS DEFINED IN SUBSECTION (F) MAY BECOME A
15 DOMESTIC ASSOCIATION BY FILING IN THE DEPARTMENT OF STATE A
16 STATEMENT OF DOMESTICATION.
17 (B) STATEMENT OF DOMESTICATION.--THE STATEMENT OF
18 DOMESTICATION SHALL BE EXECUTED BY THE ASSOCIATION AND SHALL SET
19 FORTH IN THE ENGLISH LANGUAGE:
20 (1) THE NAME OF THE ASSOCIATION. IF THE NAME IS IN A
21 FOREIGN LANGUAGE, IT SHALL BE SET FORTH IN ROMAN LETTERS OR
22 CHARACTERS OR ARABIC OR ROMAN NUMERALS.
23 (2) THE NAME OF THE JURISDICTION UNDER THE LAWS OF WHICH
24 AND THE DATE ON WHICH IT WAS FIRST FORMED, INCORPORATED OR
25 OTHERWISE CAME INTO BEING.
26 (3) THE NAME OF THE JURISDICTION THAT CONSTITUTED THE
27 SEAT, SEIGE SOCIAL OR PRINCIPAL PLACE OF BUSINESS OR CONTROL
28 ADMINISTRATION OF THE ASSOCIATION, OR ANY EQUIVALENT UNDER
29 APPLICABLE LAW, IMMEDIATELY PRIOR TO THE FILING OF THE
30 STATEMENT.
19870S1200B2515 - 84 -
1 (4) A STATEMENT THAT UPON DOMESTICATION THE ASSOCIATION
2 WILL BE A DOMESTIC ASSOCIATION UNDER THE LAWS OF THIS
3 COMMONWEALTH.
4 (5) A STATEMENT THAT THE FILING OF THE STATEMENT OF
5 DOMESTICATION AND THE RENUNCIATION OF THE PRIOR DOMICILE HAS
6 BEEN AUTHORIZED (UNLESS ITS CHARTER OR OTHER ORGANIC
7 DOCUMENTS REQUIRE A GREATER VOTE) BY A MAJORITY IN INTEREST
8 OF THE SHAREHOLDERS, MEMBERS OR OTHER PROPRIETORS OF THE
9 ASSOCIATION.
10 (C) EXECUTION.--THE STATEMENT SHALL BE SIGNED ON BEHALF OF
11 THE ASSOCIATION BY ANY AUTHORIZED PERSON.
12 (D) EFFECT OF DOMESTICATION.--UPON THE FILING OF THE
13 STATEMENT OF DOMESTICATION, THE ASSOCIATION SHALL BE
14 DOMESTICATED IN THIS COMMONWEALTH AND THE ASSOCIATION SHALL
15 THEREAFTER BE SUBJECT TO ANY APPLICABLE PROVISIONS OF THIS
16 TITLE, EXCEPT SUBPART B OF PART II (RELATING TO BUSINESS
17 CORPORATIONS), AND TO ANY OTHER PROVISIONS OF LAW APPLICABLE TO
18 ASSOCIATIONS EXISTING UNDER THE LAWS OF THIS COMMONWEALTH. THE
19 DOMESTICATION OF ANY ASSOCIATION IN THIS COMMONWEALTH PURSUANT
20 TO THIS SECTION SHALL NOT BE DEEMED TO AFFECT ANY OBLIGATIONS OR
21 LIABILITIES OF THE ASSOCIATION INCURRED PRIOR TO ITS
22 DOMESTICATION.
23 (E) EXCLUSION.--AN ASSOCIATION THAT CAN BE DOMESTICATED
24 UNDER SECTION 4161 (RELATING TO DOMESTICATION) SHALL NOT BE
25 DOMESTICATED UNDER THIS SECTION.
26 (F) DEFINITION.--AS USED IN THIS SECTION, THE TERM
27 "ASSOCIATION," EXCEPT AS RESTRICTED BY SUBSECTION (E), INCLUDES
28 ANY INCORPORATED ORGANIZATION, PRIVATE LAW CORPORATION (WHETHER
29 OR NOT ORGANIZED FOR BUSINESS PURPOSES), PUBLIC LAW CORPORATION,
30 PARTNERSHIP, PROPRIETORSHIP, JOINT VENTURE, FOUNDATION, TRUST,
19870S1200B2515 - 85 -
1 ASSOCIATION OR SIMILAR ORGANIZATION OR ENTITY.
2 (G) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
3 STATEMENT).
4 § 152. CONTINGENT DOMESTICATION OF CERTAIN FOREIGN
5 ASSOCIATIONS.
6 (A) GENERAL RULE.--ANY ASSOCIATION AS DEFINED IN SUBSECTION
7 (I) MAY BECOME A CONTINGENT DOMESTIC ASSOCIATION BY FILING IN
8 THE DEPARTMENT OF STATE A STATEMENT OF CONTINGENT DOMESTICATION.
9 THE STATEMENT OF CONTINGENT DOMESTICATION AND ALL PAPERS AND
10 INFORMATION RELATING THERETO SHALL REMAIN CONFIDENTIAL AND SHALL
11 NOT BE AVAILABLE FOR PUBLIC INSPECTION UNTIL AND UNLESS THE
12 ASSOCIATION FILES A NOTICE OF CONSUMMATION OF DOMESTICATION AS
13 PROVIDED IN SUBSECTION (C).
14 (B) STATEMENT OF CONTINGENT DOMESTICATION.--THE STATEMENT OF
15 CONTINGENT DOMESTICATION SHALL BE EXECUTED BY THE ASSOCIATION
16 AND SHALL SET FORTH IN THE ENGLISH LANGUAGE:
17 (1) IN THE CASE OF A CORPORATION SUBJECT TO SECTION 4161
18 (RELATING TO DOMESTICATION), THE STATEMENTS REQUIRED TO BE
19 SET FORTH IN ARTICLES OF DOMESTICATION (EXCEPT THE STATEMENT
20 REQUIRED BY SECTION 4161(B)(6)).
21 (2) IN THE CASE OF ANY OTHER ASSOCIATION, THE STATEMENTS
22 REQUIRED BY SECTION 151(B) (RELATING TO STATEMENT OF
23 DOMESTICATION) TO BE SET FORTH IN A STATEMENT OF
24 DOMESTICATION (EXCEPT THE STATEMENT REQUIRED BY SECTION
25 151(B)(5)).
26 (3) A STATEMENT THAT THE EFFECTIVENESS OF THE STATEMENT
27 IS CONTINGENT UPON THE SUBSEQUENT FILING OF A NOTICE OF
28 CONSUMMATION OF DOMESTICATION.
29 (4) A STATEMENT THAT THE FILING OF THE STATEMENT OF
30 CONTINGENT DOMESTICATION AND THE DELEGATION OF AUTHORITY TO
19870S1200B2515 - 86 -
1 FILE A NOTICE OF CONSUMMATION OF DOMESTICATION HAS BEEN
2 AUTHORIZED (UNLESS ITS CHARTER OR OTHER ORGANIC DOCUMENTS
3 REQUIRE A GREATER VOTE):
4 (I) BY A MAJORITY VOTE OF THE VOTES CAST BY ALL
5 SHAREHOLDERS ENTITLED TO VOTE THEREON AND, IF ANY CLASS
6 OF SHARES IS ENTITLED TO VOTE THEREON AS A CLASS, A
7 MAJORITY OF THE VOTES CAST IN EACH CLASS VOTE, IN THE
8 CASE OF A CORPORATION SUBJECT TO SECTION 4161; OR
9 (II) BY A MAJORITY IN INTEREST OF THE SHAREHOLDERS,
10 MEMBERS OR OTHER PROPRIETORS OF THE ASSOCIATION IN ANY
11 OTHER CASE.
12 (C) NOTICE OF CONSUMMATION OF DOMESTICATION.--AT ANY TIME
13 AFTER THE FILING OF A STATEMENT OF CONTINGENT DOMESTICATION, THE
14 ASSOCIATION MAY FILE IN THE DEPARTMENT A NOTICE OF CONSUMMATION
15 OF DOMESTICATION WHICH SHALL BE EXECUTED BY THE ASSOCIATION AND
16 SHALL SET FORTH:
17 (1) THE NAME OF THE ASSOCIATION. IF THE NAME IS IN A
18 FOREIGN LANGUAGE, IT SHALL BE SET FORTH IN ROMAN LETTERS OR
19 CHARACTERS OR ARABIC OR ROMAN NUMERALS.
20 (2) A STATEMENT THAT EITHER:
21 (I) AN EMERGENCY CONDITION EXISTS IN THE
22 JURISDICTION THE LAW OF WHICH GOVERNS THE INTERNAL
23 AFFAIRS OF THE ASSOCIATION AND THAT IN THE JUDGMENT OF
24 THE MANAGEMENT OF THE ASSOCIATION A TEMPORARY TRANSFER OF
25 THE DOMICILE OF THE ASSOCIATION TO THIS COMMONWEALTH IS
26 WARRANTED BY THE CIRCUMSTANCES; OR
27 (II) AN EVENT HAS OCCURRED THAT, UNDER THE LAW OF
28 THE JURISDICTION GOVERNING THE INTERNAL AFFAIRS OF THE
29 ASSOCIATION, PERMITS THE ASSOCIATION TO TRANSFER ITS
30 DOMICILE.
19870S1200B2515 - 87 -
1 (D) STATEMENT OF TERMINATION OF DOMESTICATION.--AT ANY TIME
2 AFTER THE FILING OF A NOTICE OF CONSUMMATION OF DOMESTICATION,
3 THE ASSOCIATION MAY FILE IN THE DEPARTMENT A STATEMENT OF
4 TERMINATION OF DOMESTICATION WHICH SHALL BE EXECUTED BY THE
5 ASSOCIATION AND SHALL SET FORTH:
6 (1) THE NAME OF THE ASSOCIATION IN THE FORM SET FORTH IN
7 THE PRIOR FILINGS UNDER THIS SECTION.
8 (2) A STATEMENT THAT THE ASSOCIATION ELECTS TO TERMINATE
9 ITS DOMICILE IN THIS COMMONWEALTH.
10 (3) A STATEMENT THAT EITHER:
11 (I) THE STATEMENT OF CONTINGENT DOMESTICATION IS
12 REINSTATED PENDING THE FILING IN THE DEPARTMENT OF A NEW
13 NOTICE OF CONSUMMATION OF DOMESTICATION; OR
14 (II) THE STATEMENT OF CONTINGENT DOMESTICATION IS
15 WITHDRAWN.
16 (E) METHOD OF FILING.--DOCUMENTS MAY BE FILED IN THE
17 DEPARTMENT UNDER THIS SECTION BY ELECTRONIC MAIL, TELECOPY,
18 TELEX OR OTHER FORM OF WRITING, BUT SUCH FILING SHALL EXPIRE IF
19 A DULY EXECUTED DUPLICATE IS NOT FILED IN THE USUAL FORMAT
20 WITHIN 30 DAYS AFTER THE INITIAL FILING. ALL DOCUMENTS FILED
21 UNDER THIS SECTION SHALL BE SIGNED ON BEHALF OF THE ASSOCIATION
22 BY ANY AUTHORIZED PERSON.
23 (F) EFFECT OF FILING NOTICE OF CONSUMMATION OF
24 DOMESTICATION.--UPON THE FILING OF A NOTICE OF CONSUMMATION OF
25 DOMESTICATION, AND UNTIL THE FILING OF A NOTICE OF REVOCATION OF
26 DOMESTICATION, THE ASSOCIATION SHALL HAVE THE STATUS UNDER THE
27 LAW OF THIS COMMONWEALTH OF:
28 (1) A BUSINESS CORPORATION DOMESTICATED UNDER SECTION
29 4161, IN THE CASE OF A CORPORATION SUBJECT TO THAT SECTION;
30 OR
19870S1200B2515 - 88 -
1 (2) AN ASSOCIATION DOMESTICATED UNDER SECTION 151, IN
2 ANY OTHER CASE.
3 (G) EFFECT OF FILING A STATEMENT OF TERMINATION OF
4 DOMESTICATION.--UPON THE FILING OF A STATEMENT OF TERMINATION OF
5 DOMESTICATION, THE ASSOCIATION SHALL UNDER THE LAW OF THIS
6 COMMONWEALTH REVERT TO THE STATUS IT HELD PRIOR TO THE FILING
7 OF:
8 (1) THE NOTICE OF CONSUMMATION OF DOMESTICATION, IF THE
9 STATEMENT OF TERMINATION OF DOMESTICATION STATES THAT THE
10 STATEMENT OF CONTINGENT DOMESTICATION IS REINSTATED; OR
11 (2) THE STATEMENT OF CONTINGENT DOMESTICATION, IF THE
12 STATEMENT OF TERMINATION OF DOMESTICATION STATES THAT THE
13 STATEMENT OF CONTINGENT DOMESTICATION IS WITHDRAWN.
14 (H) FILING FEE AND ANNUAL RENEWAL.--IN ADDITION TO THE
15 FILING FEES OTHERWISE PROVIDED BY LAW, AN ADDITIONAL FEE OF
16 $1,000 PER YEAR OR PORTION THEREOF SHALL BE PAYABLE ANNUALLY BY
17 ANY ASSOCIATION THAT HAS IN EFFECT ANY CONTINGENT OR TEMPORARY
18 DOMICILIARY STATUS UNDER THIS SECTION. A RENEWAL APPLICATION MAY
19 BE FILED BETWEEN OCTOBER 1 AND DECEMBER 31 IN EACH YEAR AND
20 SHALL EXTEND THE APPLICABILITY OF THIS SECTION FOR THE FOLLOWING
21 CALENDAR YEAR. OTHERWISE THE ASSOCIATION SHALL NOT BE ENTITLED
22 TO ANY OF THE BENEFITS OF THIS SECTION.
23 (I) DEFINITION.--AS USED IN THIS SECTION, THE TERM
24 "ASSOCIATION" INCLUDES ANY INCORPORATED ORGANIZATION, PRIVATE
25 LAW CORPORATION (WHETHER OR NOT ORGANIZED FOR BUSINESS
26 PURPOSES), PUBLIC LAW CORPORATION, PARTNERSHIP, PROPRIETORSHIP,
27 JOINT VENTURE, FOUNDATION, TRUST, ASSOCIATION OR SIMILAR
28 ORGANIZATION OR ENTITY IF SUCH ASSOCIATION OR ENTITY IMMEDIATELY
29 PRIOR TO EFFECTING AN INITIAL FILING UNDER THIS SECTION IS AN
30 ASSOCIATION OR ENTITY GOVERNED BY THE LAW OF ANY JURISDICTION
19870S1200B2515 - 89 -
1 OTHER THAN THE UNITED STATES OR ANY STATE, PUERTO RICO OR ANY
2 POSSESSION OR TERRITORY OF THE UNITED STATES.
3 (J) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
4 STATEMENT).
5 PART II
6 CORPORATIONS
7 SUBPART
8 A. CORPORATIONS GENERALLY
9 B. BUSINESS CORPORATIONS
10 C. NONPROFIT CORPORATIONS
11 D. COOPERATIVE CORPORATIONS
12 SUBPART A
13 CORPORATIONS GENERALLY
14 CHAPTER
15 5. CORPORATIONS
16 CHAPTER 5
17 CORPORATIONS
18 SUBCHAPTER
19 A. IN GENERAL
20 B. INDEMNIFICATION AND CORPORATE DIRECTORS' LIABILITY
21 C. PROVISIONS APPLICABLE TO PARTICULAR TYPES OF
22 CORPORATIONS
23 SUBCHAPTER A
24 IN GENERAL
25 SEC.
26 501. RESERVED POWER OF GENERAL ASSEMBLY.
27 502. APPLICATION OF CHAPTER.
28 503. ACTIONS TO REVOKE CORPORATE FRANCHISES.
29 504. VALIDATION OF CERTAIN DEFECTIVE CORPORATIONS.
30 505. VALIDATION OF CERTAIN DEFECTIVE CORPORATE ACTS.
19870S1200B2515 - 90 -
1 506. SCOPE AND DURATION OF CERTAIN FRANCHISES.
2 507. VALIDATION OF CERTAIN SHARE AUTHORIZATIONS.
3 § 501. RESERVED POWER OF GENERAL ASSEMBLY.
4 (A) GENERAL RULE.--ALL CHARTERS OF PRIVATE CORPORATIONS AND
5 ALL PRESENT AND FUTURE COMMON OR STATUTORY LAW WITH RESPECT TO
6 THE FORMATION OR REGULATION OF PRIVATE CORPORATIONS OR
7 PRESCRIBING POWERS, RIGHTS, DUTIES OR LIABILITIES OF PRIVATE
8 CORPORATIONS OR THEIR OFFICERS, DIRECTORS, SHAREHOLDERS OR
9 MEMBERS MAY BE REVOKED, AMENDED OR REPEALED.
10 (B) SCOPE.--SUBSECTION (A) IS APPLICABLE TO ALL CORPORATIONS
11 INCORPORATED UNDER THE AUTHORITY OF THE COMMONWEALTH OR OF THE
12 LATE PROPRIETARIES OF THE PROVINCE OF PENNSYLVANIA, THE GENERAL
13 ASSEMBLY HAVING FOUND IN SECTION 104 OF THE ACT OF , 1988
14 (P.L. , NO. ), KNOWN AS THE GENERAL ASSOCIATION ACT OF 1988,
15 THAT ALL CORPORATIONS INCORPORATED PRIOR TO OCTOBER 14, 1857,
16 WHICH PURPORTED TO REGISTER UNDER THE ACT OF JANUARY 18, 1966
17 (1965 P.L.1443, NO.521), REFERRED TO AS THE REGISTRY ACT OF
18 1966, OR COMPANION STATUTES, EITHER FAILED TO REGISTER
19 EFFECTIVELY OR ACCEPTED THE BENEFIT OF A LAW OR LAWS PASSED BY
20 THE GENERAL ASSEMBLY AFTER 1873 GOVERNING THE AFFAIRS OF
21 CORPORATIONS.
22 § 502. APPLICATION OF CHAPTER.
23 (A) GENERAL RULE.--EXCEPT AS OTHERWISE PROVIDED IN THE SCOPE
24 PROVISIONS OF SUBSEQUENT PROVISIONS OF THIS CHAPTER, THIS
25 CHAPTER SHALL APPLY TO AND THE WORD "CORPORATION" IN THIS
26 CHAPTER SHALL MEAN:
27 (1) A DOMESTIC OR FOREIGN CORPORATION FOR PROFIT.
28 (2) A DOMESTIC OR FOREIGN CORPORATION NOT-FOR-PROFIT.
29 (B) CORPORATIONS CLAIMING EXEMPTION FROM POWER OF THE
30 GENERAL ASSEMBLY.--ANY PROVISION OF THIS CHAPTER OTHERWISE
19870S1200B2515 - 91 -
1 APPLICABLE TO A CORPORATION CLAIMING EXEMPTION FROM THE POWER OF
2 THE GENERAL ASSEMBLY SHALL BE INAPPLICABLE TO SUCH CORPORATION
3 TO THE EXTENT, AND ONLY TO THE EXTENT, REQUIRED BY THE
4 CONSTITUTION OF THE UNITED STATES OR THE CONSTITUTION OF
5 PENNSYLVANIA, OR BOTH.
6 § 503. ACTIONS TO REVOKE CORPORATE FRANCHISES.
7 (A) GENERAL RULE.--THE ATTORNEY GENERAL MAY INSTITUTE
8 PROCEEDINGS TO REVOKE THE ARTICLES AND FRANCHISES OF A
9 CORPORATION IF IT:
10 (1) MISUSED OR FAILED TO USE ITS POWERS, PRIVILEGES OR
11 FRANCHISES;
12 (2) PROCURED ITS ARTICLES BY FRAUD; OR
13 (3) SHOULD NOT HAVE BEEN INCORPORATED UNDER THE
14 STATUTORY AUTHORITY RELIED UPON.
15 (B) POWERS OF COURT.--IN EVERY ACTION OR PROCEEDING
16 INSTITUTED UNDER SUBSECTION (A) THE COURT SHALL HAVE POWER TO
17 WIND UP THE AFFAIRS OF AND TO DISSOLVE THE CORPORATION IN THE
18 MANNER PROVIDED IN THIS PART OR AS OTHERWISE PROVIDED BY LAW.
19 § 504. VALIDATION OF CERTAIN DEFECTIVE CORPORATIONS.
20 WHERE HERETOFORE OR HEREAFTER ANY ACT HAS BEEN OR MAY BE DONE
21 OR ANY TRANSFER OR CONVEYANCE OF ANY PROPERTY HAS BEEN OR MAY BE
22 MADE TO OR BY ANY CORPORATION CREATED OR INTENDED TO BE CREATED
23 UNDER ANY STATUTE SUPPLIED OR REPEALED BY THIS PART, IN GOOD
24 FAITH, AFTER THE APPROVAL OF THE ARTICLES OR APPLICATION FOR A
25 CHARTER OR ISSUANCE OF LETTERS PATENT BUT WITHOUT THE ACTUAL
26 RECORDING OF THE ORIGINAL PAPERS WITH THE ENDORSEMENTS THEREON,
27 OR A CERTIFIED COPY THEREOF, IN THE OFFICE OF ANY RECORDER OF
28 DEEDS, AS PROVIDED IN SUCH STATUTES THEN IN FORCE, THE ACTS,
29 TRANSFERS AND CONVEYANCES SHALL NEVERTHELESS BE DEEMED AND TAKEN
30 TO BE VALID AND EFFECTUAL FOR ALL PURPOSES, REGARDLESS OF THE
19870S1200B2515 - 92 -
1 OMISSION TO RECORD THE ORIGINAL PAPERS WITH THE ENDORSEMENTS
2 THEREON, OR A CERTIFIED COPY THEREOF, AS HERETOFORE REQUIRED BY
3 SUCH STATUTES. EVERY SUCH CORPORATION SHALL BE DEEMED AND TAKEN
4 TO HAVE BEEN INCORPORATED ON THE DATE OF APPROVAL OF ITS
5 ARTICLES OR APPLICATION FOR A CHARTER OR ON THE DATE OF ISSUANCE
6 OF ITS LETTERS PATENT, WHICHEVER EVENT SHALL HAVE LAST OCCURRED.
7 § 505. VALIDATION OF CERTAIN DEFECTIVE CORPORATE ACTS.
8 WHERE ANY CORPORATION GOVERNED BY THIS PART OR CREATED OR
9 INTENDED TO BE CREATED OR GOVERNED BY ANY STATUTE SUPPLIED OR
10 REPEALED BY THIS PART HAS, IN GOOD FAITH, EXTENDED ITS TERRITORY
11 OR TERM OF EXISTENCE, CHANGED ITS NAME, MERGED, CONSOLIDATED OR
12 OTHERWISE ALTERED OR AMENDED ITS CHARTER OR ARTICLES UNDER ANY
13 STATUTE SUPPLIED OR REPEALED BY THIS PART BUT WITHOUT THE ACTUAL
14 RECORDING OF A DOCUMENT OR DOCUMENTS EVIDENCING THE CORPORATE
15 ACTION IN THE OFFICE OF ANY RECORDER OF DEEDS, AS PROVIDED IN
16 SUCH STATUTES THEN IN FORCE, AND A RECORD OF THE CORPORATE
17 ACTION IS ON FILE IN THE OFFICE OF THE CLERK OF ANY COURT OF
18 THIS COMMONWEALTH OR IN THE DEPARTMENT OF STATE, THE CORPORATE
19 ACTION SHALL NEVERTHELESS BE DEEMED AND TAKEN TO BE VALID FOR
20 ALL PURPOSES, REGARDLESS OF THE OMISSION TO RECORD THE DOCUMENT
21 OR DOCUMENTS AS HERETOFORE REQUIRED BY SUCH STATUTES, AND EVERY
22 SUCH CORPORATE ACTION SHALL BE DEEMED AND TAKEN TO HAVE BEEN
23 EFFECTED UPON THE FILING OF THE CORPORATE ACTION IN THE OFFICE
24 OF THE CLERK OF ANY COURT OR IN THE DEPARTMENT, OR UPON THE
25 APPROVAL OF THE ACTION, IF REQUIRED, BY A COURT, OR BY THE
26 GOVERNOR, SECRETARY OF THE COMMONWEALTH OR OTHER OFFICER
27 PERFORMING CORRESPONDING FUNCTIONS WITH RESPECT TO CORPORATE
28 AFFAIRS, WHICHEVER EVENT HAS LAST OCCURRED.
29 § 506. SCOPE AND DURATION OF CERTAIN FRANCHISES.
30 (A) GENERAL RULE.--EXCEPT AS PROVIDED IN SUBSECTION (B),
19870S1200B2515 - 93 -
1 WHENEVER ANY CORPORATION HAS SOLD, ASSIGNED, DISPOSED OF AND
2 CONVEYED ALL OR ANY PART OF ITS FRANCHISES AND ALL OR ANY PART
3 OF ITS PROPERTY, REAL, PERSONAL AND MIXED, TO ANY OTHER
4 CORPORATION, AND THE FRANCHISES AND PROPERTY HAVE VESTED IN THE
5 VENDEE CORPORATION, OR WHENEVER ANY CORPORATION HAS HERETOFORE
6 MERGED OR MAY HEREAFTER MERGE WITH AND INTO OR CONSOLIDATE INTO
7 A SURVIVING OR NEW CORPORATION, THE VENDEE, SURVIVING OR NEW
8 CORPORATION OR ITS SUCCESSOR CORPORATION SHALL BE DEEMED TO
9 POSSESS AS A CONSTITUENT OF ITS OWN CHARTER, AND NOT AS A DIRECT
10 OR INDIRECT ACQUISITION FROM THE VENDOR OR NONSURVIVING
11 CORPORATION, FRANCHISE RIGHTS OF IDENTICAL SCOPE AND CHARACTER
12 AS THOSE ORIGINALLY ACQUIRED BY IT AND ANY OF ITS PREDECESSORS
13 IN INTEREST FROM EVERY VENDOR OR NONSURVIVING PREDECESSOR
14 CORPORATION REGARDLESS OF THE FACT, IF SUCH IS THE CASE, THAT
15 THE FRANCHISES OF ANY VENDOR OR NONSURVIVING PREDECESSOR
16 CORPORATION, HAD THEY BEEN SEPARATELY EXISTING, WOULD HAVE
17 THERETOFORE EXPIRED OF THEIR OWN LIMITATIONS. THE CHARTER OF ANY
18 VENDEE, SURVIVING, NEW OR SUCCESSOR CORPORATION TO WHICH THIS
19 SECTION MAY BECOME APPLICABLE AND ALL FRANCHISE RIGHTS THEREOF
20 ATTRIBUTABLE UNDER THIS SECTION OR OTHERWISE TO OR ACQUIRED FROM
21 ANY VENDOR OR NONSURVIVING PREDECESSOR CORPORATION SHALL EXPIRE
22 UPON THE SAME DATE, WHICH DATE SHALL BE THE LATER OF THE DATES
23 ON WHICH THE CHARTER OR THE MOST REMOTELY LIMITED OF THE
24 FRANCHISE RIGHTS WOULD OTHERWISE EXPIRE, AND EVERY RENEWAL,
25 EXTENSION OR CHANGE IN THE TERM OF EXISTENCE OF THE VENDEE,
26 SURVIVING, NEW OR SUCCESSOR CORPORATION BY MERGER, CONSOLIDATION
27 OR OTHERWISE SHALL INURE TO THE FRANCHISE RIGHTS ATTRIBUTABLE TO
28 OR ACQUIRED FROM ALL SUCH VENDOR OR NONSURVIVING PREDECESSOR
29 CORPORATIONS.
30 (B) EXCEPTION.--THIS SECTION SHALL NOT OPERATE TO REVIVE ANY
19870S1200B2515 - 94 -
1 FRANCHISE RIGHTS HERETOFORE OR HEREAFTER EXPRESSLY SURRENDERED
2 BY THE AFFIRMATIVE ACTION OF ANY SUCH VENDEE, SURVIVING, NEW OR
3 SUCCESSOR CORPORATION.
4 § 507. VALIDATION OF CERTAIN SHARE AUTHORIZATIONS.
5 (A) GENERAL RULE.--WHERE HERETOFORE ANY DOMESTIC CORPORATION
6 FOR PROFIT SHALL HAVE REDEEMED AND CANCELED ANY SHARES SUBJECT
7 TO REDEMPTION AND CANCELLATION, ACQUIRED ITS OWN SHARES ON
8 CONVERSION THEREOF INTO OR EXCHANGE THEREOF FOR OTHER SHARES OF
9 THE CORPORATION, PURCHASED OR REDEEMED AND CANCELED ANY SHARES,
10 CANCELED ANY TREASURY SHARES, REDEEMED ANY SHARES, OR ADOPTED
11 ANY RESOLUTION OF THE BOARD WITH RESPECT TO AUTHORIZED BUT
12 UNISSUED SHARES REDUCING THE NUMBER OF SHARES THAT THE
13 CORPORATION IS AUTHORIZED TO ISSUE WITHOUT FILING IN THE
14 DEPARTMENT OF STATE A STATEMENT OF REDEMPTION AND CANCELLATION,
15 A STATEMENT OF CANCELLATION OF SHARES, A STATEMENT OF REDUCTION
16 OF AUTHORIZED SHARES, OR SIMILAR DOCUMENT AS THEN PROVIDED BY
17 ANY STATUTE SUPPLIED OR REPEALED BY SUBPART B (RELATING TO
18 BUSINESS CORPORATIONS), SUCH ACTION SHALL BE DEEMED NOT TO HAVE
19 HAD ANY EFFECT ON THE AUTHORIZED SHARE STRUCTURE OF THE
20 CORPORATION AND THE NUMBER AND CLASS OF SHARES AUTHORIZED TO BE
21 ISSUED BY THE CORPORATION FROM TIME TO TIME AND AT ANY TIME
22 SHALL BE DEEMED AND TAKEN TO BE THE NUMBER AND CLASS OF SHARES
23 AS SET FORTH AT THE TIME IN THE MOST RECENTLY AMENDED TEXT OF
24 THE CHARTER OR ARTICLES OF THE CORPORATION AS THEN ON FILE IN
25 THE DEPARTMENT.
26 (B) RESTRICTION ON REISSUANCE.--SUBSECTION (A) SHALL NOT
27 VALIDATE ANY SHARES REISSUED IN VIOLATION OF A PROVISION OF THE
28 CHARTER OR ARTICLES PROHIBITING THE REISSUANCE OF REDEEMED OR
29 OTHERWISE ACQUIRED SHARES. EXCEPT AS OTHERWISE EXPRESSLY
30 PROVIDED THEREIN, SUCH A PROVISION SHALL NOT BE INTERPRETED AS
19870S1200B2515 - 95 -
1 PROHIBITING THE REISSUANCE OF REDEEMED OR OTHERWISE ACQUIRED
2 SHARES AS SHARES OF A DIFFERENT CLASS OR SERIES.
3 SUBCHAPTER B
4 INDEMNIFICATION AND CORPORATE DIRECTORS' LIABILITY
5 SEC.
6 511. STANDARD OF CARE AND JUSTIFIABLE RELIANCE.
7 512. PERSONAL LIABILITY OF DIRECTORS.
8 513. NONEXCLUSIVITY AND SUPPLEMENTARY COVERAGE.
9 § 511. STANDARD OF CARE AND JUSTIFIABLE RELIANCE.
10 (A) DIRECTOR AS FIDUCIARY.--A DIRECTOR OF A DOMESTIC
11 CORPORATION SHALL STAND IN A FIDUCIARY RELATION TO THE
12 CORPORATION AND SHALL PERFORM HIS DUTIES AS A DIRECTOR,
13 INCLUDING HIS DUTIES AS A MEMBER OF ANY COMMITTEE OF THE BOARD
14 UPON WHICH HE MAY SERVE, IN GOOD FAITH, IN A MANNER HE
15 REASONABLY BELIEVES TO BE IN THE BEST INTERESTS OF THE
16 CORPORATION AND WITH SUCH CARE, INCLUDING REASONABLE INQUIRY,
17 SKILL AND DILIGENCE, AS A PERSON OF ORDINARY PRUDENCE WOULD USE
18 UNDER SIMILAR CIRCUMSTANCES. IN PERFORMING HIS DUTIES, A
19 DIRECTOR SHALL BE ENTITLED TO RELY IN GOOD FAITH ON INFORMATION,
20 OPINIONS, REPORTS OR STATEMENTS, INCLUDING FINANCIAL STATEMENTS
21 AND OTHER FINANCIAL DATA, IN EACH CASE PREPARED OR PRESENTED BY
22 ANY OF THE FOLLOWING:
23 (1) ONE OR MORE OFFICERS OR EMPLOYEES OF THE CORPORATION
24 WHOM THE DIRECTOR REASONABLY BELIEVES TO BE RELIABLE AND
25 COMPETENT IN THE MATTERS PRESENTED.
26 (2) COUNSEL, PUBLIC ACCOUNTANTS OR OTHER PERSONS AS TO
27 MATTERS WHICH THE DIRECTOR REASONABLY BELIEVES TO BE WITHIN
28 THE PROFESSIONAL OR EXPERT COMPETENCE OF SUCH PERSON.
29 (3) A COMMITTEE OF THE BOARD UPON WHICH HE DOES NOT
30 SERVE, DULY DESIGNATED IN ACCORDANCE WITH LAW, AS TO MATTERS
19870S1200B2515 - 96 -
1 WITHIN ITS DESIGNATED AUTHORITY, WHICH COMMITTEE THE DIRECTOR
2 REASONABLY BELIEVES TO MERIT CONFIDENCE.
3 A DIRECTOR SHALL NOT BE CONSIDERED TO BE ACTING IN GOOD FAITH IF
4 HE HAS KNOWLEDGE CONCERNING THE MATTER IN QUESTION THAT WOULD
5 CAUSE HIS RELIANCE TO BE UNWARRANTED.
6 (B) CONSIDERATION OF FACTORS.--IN DISCHARGING THE DUTIES OF
7 THEIR RESPECTIVE POSITIONS, THE BOARD OF DIRECTORS, COMMITTEES
8 OF THE BOARD AND INDIVIDUAL DIRECTORS MAY, IN CONSIDERING THE
9 BEST INTERESTS OF THE CORPORATION, CONSIDER THE EFFECTS OF ANY
10 ACTION UPON EMPLOYEES, UPON SUPPLIERS AND CUSTOMERS OF THE
11 CORPORATION AND UPON COMMUNITIES IN WHICH OFFICES OR OTHER
12 ESTABLISHMENTS OF THE CORPORATION ARE LOCATED, AND ALL OTHER
13 PERTINENT FACTORS. THE CONSIDERATION OF THOSE FACTORS SHALL NOT
14 CONSTITUTE A VIOLATION OF SUBSECTION (A).
15 (C) PRESUMPTION.--ABSENT BREACH OF FIDUCIARY DUTY, LACK OF
16 GOOD FAITH OR SELF-DEALING, ACTIONS TAKEN AS A DIRECTOR OR ANY
17 FAILURE TO TAKE ANY ACTION SHALL BE PRESUMED TO BE IN THE BEST
18 INTERESTS OF THE CORPORATION.
19 § 512. PERSONAL LIABILITY OF DIRECTORS.
20 (A) GENERAL RULE.--WHENEVER THE BYLAWS OF A CORPORATION BY A
21 VOTE OF THE SHAREHOLDERS OR MEMBERS SO PROVIDE, A DIRECTOR OF A
22 DOMESTIC CORPORATION SHALL NOT BE PERSONALLY LIABLE, AS SUCH,
23 FOR MONETARY DAMAGES FOR ANY ACTION TAKEN, OR ANY FAILURE TO
24 TAKE ANY ACTION, UNLESS:
25 (1) THE DIRECTOR HAS BREACHED OR FAILED TO PERFORM THE
26 DUTIES OF HIS OFFICE UNDER SECTION 511 (RELATING TO STANDARD
27 OF CARE AND JUSTIFIABLE RELIANCE); AND
28 (2) THE BREACH OR FAILURE TO PERFORM CONSTITUTES SELF-
29 DEALING, WILLFUL MISCONDUCT OR RECKLESSNESS.
30 (B) EXCEPTION.--THE PROVISIONS OF THIS SECTION SHALL NOT
19870S1200B2515 - 97 -
1 APPLY TO:
2 (1) THE RESPONSIBILITY OR LIABILITY OF A DIRECTOR
3 PURSUANT TO ANY CRIMINAL STATUTE; OR
4 (2) THE LIABILITY OF A DIRECTOR FOR THE PAYMENT OF TAXES
5 PURSUANT TO LOCAL, STATE OR FEDERAL LAW.
6 § 513. NONEXCLUSIVITY AND SUPPLEMENTARY COVERAGE.
7 (A) GENERAL RULE.--THE INDEMNIFICATION AND ADVANCEMENT OF
8 EXPENSES PROVIDED BY OR PURSUANT TO SECTIONS 522 (RELATING TO
9 INDEMNIFICATION OF AUTHORIZED REPRESENTATIVES), 1741 (RELATING
10 TO THIRD PARTY ACTIONS), 1742 (RELATING TO DERIVATIVE ACTIONS),
11 1743 (RELATING TO MANDATORY INDEMNIFICATION), 5741 (RELATING TO
12 THIRD PARTY ACTIONS), 5742 (RELATING TO DERIVATIVE ACTIONS) AND
13 7743 5743 (RELATING TO MANDATORY INDEMNIFICATION), OR ANY OTHER <--
14 PROVISIONS OF LAW PROVIDING FOR INDEMNIFICATION OR ADVANCEMENT
15 OF EXPENSES APPLICABLE TO ANY DOMESTIC CORPORATION SHALL NOT BE
16 DEEMED EXCLUSIVE OF ANY OTHER RIGHTS TO WHICH A PERSON SEEKING
17 INDEMNIFICATION OR ADVANCEMENT OF EXPENSES MAY BE ENTITLED UNDER
18 ANY BYLAW, AGREEMENT, VOTE OF SHAREHOLDERS, MEMBERS OR DIRECTORS
19 OR OTHERWISE, BOTH AS TO ACTION IN HIS OFFICIAL CAPACITY AND AS
20 TO ACTION IN ANOTHER CAPACITY WHILE HOLDING THAT OFFICE. THE
21 PROVISIONS OF SECTIONS 1728 (RELATING TO INTERESTED DIRECTORS OR
22 OFFICERS; QUORUM) AND 5728 (RELATING TO INTERESTED MEMBERS, <--
23 DIRECTORS OR OFFICERS; QUORUM) OR CORRESPONDING PROVISIONS OF <--
24 LAW APPLICABLE TO ANY DOMESTIC CORPORATION SHALL BE APPLICABLE
25 TO ANY BYLAW, CONTRACT OR TRANSACTION AUTHORIZED BY THE
26 DIRECTORS UNDER THIS SECTION. ANY DOMESTIC CORPORATION MAY
27 CREATE A FUND OF ANY NATURE, WHICH MAY, BUT NEED NOT BE, UNDER
28 THE CONTROL OF A TRUSTEE, OR OTHERWISE SECURE OR INSURE IN ANY
29 MANNER ITS INDEMNIFICATION OBLIGATIONS, WHETHER ARISING UNDER OR
30 PURSUANT TO THIS SECTION OR OTHERWISE.
19870S1200B2515 - 98 -
1 (B) WHEN INDEMNIFICATION IS NOT TO BE MADE.--INDEMNIFICATION
2 PURSUANT TO SUBSECTION (A) SHALL NOT BE MADE IN ANY CASE WHERE
3 THE ACT OR FAILURE TO ACT GIVING RISE TO THE CLAIM FOR
4 INDEMNIFICATION IS DETERMINED BY A COURT TO HAVE CONSTITUTED
5 WILLFUL MISCONDUCT OR RECKLESSNESS.
6 (C) GROUNDS.--INDEMNIFICATION PURSUANT TO SUBSECTION (A)
7 UNDER ANY BYLAW, AGREEMENT, VOTE OF SHAREHOLDERS, MEMBERS OR
8 DIRECTORS OR OTHERWISE MAY BE GRANTED FOR ANY ACTION TAKEN OR
9 ANY FAILURE TO TAKE ANY ACTION AND MAY BE MADE WHETHER OR NOT
10 THE CORPORATION WOULD HAVE THE POWER TO INDEMNIFY THE PERSON
11 UNDER ANY OTHER PROVISION OF LAW EXCEPT AS PROVIDED IN THIS
12 SECTION AND WHETHER OR NOT THE INDEMNIFIED LIABILITY ARISES OR
13 AROSE FROM ANY THREATENED, PENDING OR COMPLETED ACTION BY OR IN
14 THE RIGHT OF THE CORPORATION. SUCH INDEMNIFICATION IS DECLARED
15 TO BE CONSISTENT WITH THE PUBLIC POLICY OF THIS COMMONWEALTH.
16 (D) PAYMENT OF EXPENSES.--EXPENSES INCURRED BY AN OFFICER,
17 DIRECTOR, EMPLOYEE OR AGENT IN DEFENDING A CIVIL OR CRIMINAL ANY <--
18 ACTION, SUIT OR PROCEEDING MAY BE PAID BY THE CORPORATION IN <--
19 ADVANCE OF THE FINAL DISPOSITION OF SUCH ACTION, SUIT OR
20 PROCEEDING AGAINST WHICH INDEMNIFICATION MAY BE MADE PURSUANT TO <--
21 THIS SECTION UPON RECEIPT OF AN UNDERTAKING BY OR ON BEHALF OF
22 SUCH PERSON TO REPAY SUCH AMOUNT IF IT SHALL ULTIMATELY BE
23 DETERMINED THAT HE IS NOT ENTITLED TO BE INDEMNIFIED BY THE
24 CORPORATION.
25 (E) RIGHTS TO INDEMNIFICATION.--THE INDEMNIFICATION AND
26 ADVANCEMENT OF EXPENSES PROVIDED BY, OR GRANTED PURSUANT TO,
27 THIS SECTION SHALL, UNLESS OTHERWISE PROVIDED WHEN AUTHORIZED OR
28 RATIFIED, CONTINUE AS TO A PERSON WHO HAS CEASED TO BE A
29 DIRECTOR, OFFICER, EMPLOYEE OR AGENT AND SHALL INURE TO THE
30 BENEFIT OF THE HEIRS, EXECUTORS AND ADMINISTRATORS OF SUCH
19870S1200B2515 - 99 -
1 PERSON.
2 SUBCHAPTER C
3 PROVISIONS APPLICABLE TO PARTICULAR
4 TYPES OF CORPORATIONS
5 SEC.
6 521. PENSIONS AND ALLOWANCES.
7 522. INDEMNIFICATION OF AUTHORIZED REPRESENTATIVES.
8 523. ACTIONS BY SHAREHOLDERS OR MEMBERS TO ENFORCE A
9 SECONDARY RIGHT.
10 § 521. PENSIONS AND ALLOWANCES.
11 A BANKING INSTITUTION, A CREDIT UNION, AN INSURANCE
12 CORPORATION OR A SAVINGS ASSOCIATION MAY GRANT ALLOWANCES OR
13 PENSIONS TO OFFICERS, DIRECTORS AND EMPLOYEES FOR FAITHFUL AND
14 LONG-CONTINUED SERVICES AND, AFTER THE DEATH OF THE OFFICER,
15 DIRECTOR OR EMPLOYEE EITHER WHILE IN THE SERVICE OF THE
16 CORPORATION OR AFTER RETIREMENT, PENSIONS OR ALLOWANCES MAY BE
17 GRANTED OR CONTINUED TO THEIR DEPENDENTS. THE ALLOWANCES TO
18 DEPENDENTS SHALL BE REASONABLE IN AMOUNT AND PAID ONLY FOR A
19 LIMITED TIME AND, UNLESS PART OF AN EMPLOYEE BENEFIT PLAN OR
20 EMPLOYMENT CONTRACT IN EFFECT AT THE TIME OF RETIREMENT OR DEATH
21 OF THE OFFICER, DIRECTOR OR EMPLOYEE, SHALL NOT EXCEED IN TOTAL
22 THE AMOUNT OF THE COMPENSATION PAID TO THE OFFICER, DIRECTOR OR
23 EMPLOYEE DURING THE 12 MONTHS PRECEDING RETIREMENT OR DEATH.
24 § 522. INDEMNIFICATION OF AUTHORIZED REPRESENTATIVES.
25 A BANKING INSTITUTION, A CREDIT UNION, AN INSURANCE
26 CORPORATION OR A SAVINGS ASSOCIATION SHALL BE GOVERNED BY THE
27 PROVISIONS OF SUBCHAPTER C OF CHAPTER 17 (RELATING TO
28 INDEMNIFICATION).
29 § 523. ACTIONS BY SHAREHOLDERS OR MEMBERS TO ENFORCE A
30 SECONDARY RIGHT.
19870S1200B2515 - 100 -
1 (A) GENERAL RULE.--IN ANY ACTION BROUGHT TO ENFORCE A
2 SECONDARY RIGHT ON THE PART OF ONE OR MORE SHAREHOLDERS OR
3 MEMBERS AGAINST ANY OFFICER OR DIRECTOR OR FORMER OFFICER OR
4 DIRECTOR OF A BANKING INSTITUTION, A CREDIT UNION, AN INSURANCE
5 CORPORATION OR A SAVINGS ASSOCIATION, BECAUSE THE CORPORATION
6 REFUSES TO ENFORCE RIGHTS WHICH MAY PROPERLY BE ASSERTED BY IT,
7 THE PLAINTIFF OR PLAINTIFFS MUST AVER AND IT MUST BE MADE TO
8 APPEAR THAT THE PLAINTIFF OR EACH PLAINTIFF WAS A SHAREHOLDER OR
9 WAS A MEMBER OF THE CORPORATION AT THE TIME OF THE TRANSACTION
10 OF WHICH HE COMPLAINS OR THAT HIS STOCK OR MEMBERSHIP DEVOLVED
11 UPON HIM BY OPERATION OF LAW FROM A PERSON WHO WAS A SHAREHOLDER
12 OR MEMBER AT THAT TIME.
13 (B) SECURITY FOR COSTS.--IN ANY SUCH ACTION INSTITUTED OR
14 MAINTAINED BY A HOLDER OR HOLDERS OF LESS THAN 5% OF THE
15 OUTSTANDING SHARES OF ANY CLASS OF THE CORPORATION OR VOTING
16 TRUST CERTIFICATES THEREFOR, OR BY A MEMBER OR MEMBERS OF A
17 CORPORATION ORGANIZED WITHOUT CAPITAL STOCK WHICH HAS
18 OUTSTANDING CONTRACTS OR ACCOUNTS WITH ITS MEMBERS IF THE VALUE
19 OF THE CONTRACTS OR ACCOUNTS HELD OR OWNED BY THE MEMBER OR
20 MEMBERS INSTITUTING OR MAINTAINING THE SUIT IS LESS THAN 5% OF
21 THE VALUE OF ALL THE CONTRACTS OR ACCOUNTS OUTSTANDING, THE
22 CORPORATION IN WHOSE RIGHT THE ACTION IS BROUGHT SHALL BE
23 ENTITLED, AT ANY STAGE OF THE PROCEEDINGS, TO REQUIRE THE
24 PLAINTIFF OR PLAINTIFFS TO GIVE SECURITY FOR THE REASONABLE
25 EXPENSES, INCLUDING ATTORNEYS' FEES, WHICH MAY BE INCURRED BY IT
26 IN CONNECTION THEREWITH AND FOR WHICH IT MAY BECOME LIABLE
27 PURSUANT TO SECTION 522 (RELATING TO INDEMNIFICATION OF
28 AUTHORIZED REPRESENTATIVES) (BUT ONLY INSOFAR AS RELATES TO
29 MANDATORY INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE
30 CORPORATION) TO WHICH SECURITY THE CORPORATION SHALL HAVE
19870S1200B2515 - 101 -
1 RECOURSE IN SUCH AMOUNT AS THE COURT HAVING JURISDICTION SHALL
2 DETERMINE UPON THE TERMINATION OF THE ACTION. THE AMOUNT OF THE
3 SECURITY MAY, FROM TIME TO TIME, BE INCREASED OR DECREASED IN
4 THE DISCRETION OF THE COURT HAVING JURISDICTION OF THE ACTION
5 UPON SHOWING THAT THE SECURITY PROVIDED HAS OR MAY BECOME
6 INADEQUATE OR EXCESSIVE.
7 (C) DEFINITIONS.--AS USED IN THIS SECTION, THE FOLLOWING
8 WORDS AND PHRASES SHALL HAVE THE MEANINGS GIVEN TO THEM IN THIS
9 SUBSECTION:
10 "DIRECTOR." INCLUDES ANY INDIVIDUAL PERFORMING THE FUNCTION
11 OF DIRECTOR, REGARDLESS OF TITLE.
12 "MEMBER." INCLUDES DEPOSITORS IN A MUTUAL BANKING
13 INSTITUTION.
14 SUBPART B
15 BUSINESS CORPORATIONS
16 ARTICLE
17 A. PRELIMINARY PROVISIONS
18 B. DOMESTIC BUSINESS CORPORATIONS GENERALLY
19 C. DOMESTIC BUSINESS CORPORATION ANCILLARIES
20 D. FOREIGN BUSINESS CORPORATIONS
21 ARTICLE A
22 PRELIMINARY PROVISIONS
23 CHAPTER
24 11. GENERAL PROVISIONS
25 CHAPTER 11
26 GENERAL PROVISIONS
27 SEC.
28 1101. SHORT TITLES.
29 1102. APPLICATION OF SUBPART.
30 1103. DEFINITIONS.
19870S1200B2515 - 102 -
1 1104. OTHER GENERAL PROVISIONS.
2 1105. RESTRICTION ON EQUITABLE RELIEF.
3 1106. UNIFORM APPLICATION OF SUBPART.
4 1107. LIMITATION ON INCORPORATION.
5 1108. EXECUTION OF DOCUMENTS.
6 § 1101. SHORT TITLES.
7 (A) TITLE OF SUBPART.--THIS SUBPART SHALL BE KNOWN AND MAY
8 BE CITED AS THE BUSINESS CORPORATION LAW OF 1988.
9 (B) PRIOR LAW.--THE ACT OF MAY 5, 1933 (P.L.364, NO.106)
10 SHALL BE KNOWN AND MAY BE CITED AS THE BUSINESS CORPORATION LAW
11 OF 1933.
12 § 1102. APPLICATION OF SUBPART.
13 (A) GENERAL RULE.--EXCEPT AS OTHERWISE PROVIDED IN THIS
14 SECTION, IN THE SCOPE PROVISIONS OF SUBSEQUENT PROVISIONS OF
15 THIS SUBPART OR WHERE THE CONTEXT CLEARLY INDICATES OTHERWISE,
16 THIS SUBPART SHALL APPLY TO AND THE WORDS "CORPORATION" OR
17 "BUSINESS CORPORATION" IN THIS SUBPART SHALL MEAN A DOMESTIC
18 CORPORATION FOR PROFIT. SEE SECTION 101(B) (RELATING TO
19 APPLICATION OF TITLE).
20 (B) COORDINATION WITH OTHER LAWS.--WHERE ANY OTHER PROVISION
21 OF LAW CONTEMPLATES NOTICE TO, THE PRESENCE OF, OR THE VOTE,
22 CONSENT OR OTHER ACTION BY THE SHAREHOLDERS, DIRECTORS OR
23 OFFICERS OF A BUSINESS CORPORATION, WITHOUT SPECIFYING THE
24 APPLICABLE CORPORATE STANDARDS AND PROCEDURES, THE STANDARDS AND
25 PROCEDURES SPECIFIED BY OR PURSUANT TO THIS SUBPART SHALL BE
26 APPLICABLE.
27 (C) EXCLUSIONS.--THIS SUBPART SHALL NOT APPLY TO ANY OF THE
28 FOLLOWING CORPORATIONS, WHETHER PROPOSED OR EXISTING, EXCEPT AS
29 OTHERWISE EXPRESSLY PROVIDED IN THIS SUBPART OR AS OTHERWISE
30 PROVIDED BY STATUTE APPLICABLE TO THE CORPORATION:
19870S1200B2515 - 103 -
1 (1) A BANKING INSTITUTION.
2 (2) A CREDIT UNION.
3 (3) A DOMESTIC OR FOREIGN INSURANCE CORPORATION.
4 (4) A SAVINGS ASSOCIATION.
5 (D) COOPERATIVE CORPORATIONS.--THIS SUBPART SHALL APPLY TO A
6 DOMESTIC CORPORATION FOR PROFIT ORGANIZED ON THE COOPERATIVE
7 PRINCIPLE ONLY TO THE EXTENT, IF ANY, PROVIDED BY SUBPART D <--
8 (RELATING TO COOPERATIVE CORPORATIONS).
9 (E) BUSINESS CORPORATION ANCILLARIES.--THE DOMESTIC
10 CORPORATION PROVISIONS OF THIS SUBPART SHALL APPLY TO ANY OF THE
11 FOLLOWING CORPORATIONS, WHETHER PROPOSED OR EXISTING, EXCEPT AS
12 OTHERWISE EXPRESSLY PROVIDED BY STATUTE APPLICABLE TO THE
13 CORPORATION:
14 (1) A BUSINESS DEVELOPMENT CREDIT CORPORATION.
15 (2) ANY OTHER DOMESTIC CORPORATION FOR PROFIT
16 INCORPORATED UNDER OR SUBJECT TO A STATUTE THAT PROVIDES THAT
17 THE CORPORATE AFFAIRS OF THE CORPORATION SHALL BE GOVERNED BY
18 THE LAWS APPLICABLE TO DOMESTIC BUSINESS CORPORATIONS.
19 § 1103. DEFINITIONS.
20 SUBJECT TO ADDITIONAL DEFINITIONS CONTAINED IN SUBSEQUENT
21 PROVISIONS OF THIS SUBPART THAT ARE APPLICABLE TO SPECIFIC
22 PROVISIONS OF THIS SUBPART, THE FOLLOWING WORDS AND PHRASES WHEN
23 USED IN THIS SUBPART SHALL HAVE THE MEANINGS GIVEN TO THEM IN
24 THIS SECTION UNLESS THE CONTEXT CLEARLY INDICATES OTHERWISE:
25 "AMENDMENT." AN AMENDMENT OF THE ARTICLES.
26 "ARTICLES." THE ORIGINAL ARTICLES OF INCORPORATION, ALL
27 AMENDMENTS THEREOF, AND ANY OTHER ARTICLES, STATEMENTS OR
28 CERTIFICATES PERMITTED OR REQUIRED TO BE FILED IN THE DEPARTMENT
29 OF STATE BY SECTIONS 108 (RELATING TO CHANGE IN LOCATION OR
30 STATUS OF REGISTERED OFFICE PROVIDED BY AGENT) AND 138 (RELATING
19870S1200B2515 - 104 -
1 TO STATEMENT OF CORRECTION) OR THIS SUBPART AND INCLUDING WHAT
2 HAVE HERETOFORE BEEN DESIGNATED BY LAW AS CERTIFICATES OF
3 INCORPORATION OR CHARTERS. IF AN AMENDMENT OF THE ARTICLES OR
4 ARTICLES OF MERGER OR DIVISION MADE IN THE MANNER PERMITTED BY
5 THIS SUBPART RESTATES ARTICLES IN THEIR ENTIRETY OR IF THERE ARE
6 ARTICLES OF CONSOLIDATION, CONVERSION OR DOMESTICATION,
7 THENCEFORTH THE "ARTICLES" SHALL NOT INCLUDE ANY PRIOR DOCUMENTS
8 AND ANY CERTIFICATE ISSUED BY THE DEPARTMENT WITH RESPECT
9 THERETO SHALL SO STATE.
10 "AUTHORIZED SHARES." THE SHARES OF ALL CLASSES THAT THE
11 CORPORATION IS AUTHORIZED TO ISSUE.
12 "BANKING INSTITUTION" OR "DOMESTIC BANKING INSTITUTION." A
13 DOMESTIC CORPORATION FOR PROFIT THAT IS AN INSTITUTION AS
14 DEFINED IN THE ACT OF NOVEMBER 30, 1965 (P.L.847, NO.356), KNOWN
15 AS THE BANKING CODE OF 1965.
16 "BOARD OF DIRECTORS" OR "BOARD." THE PERSONS SELECTED UNDER
17 SECTION 1725 (RELATING TO SELECTION OF DIRECTORS) IRRESPECTIVE
18 OF THE NAME BY WHICH THE GROUP IS DESIGNATED IN THE ARTICLES.
19 SEE SECTION 1731(C) (RELATING TO STATUS OF COMMITTEE ACTION).
20 "BUSINESS CORPORATION" OR "DOMESTIC BUSINESS CORPORATION." A
21 DOMESTIC CORPORATION FOR PROFIT THAT IS NOT EXCLUDED FROM THE
22 SCOPE OF THIS SUBPART BY SECTION 1102 (RELATING TO APPLICATION
23 OF SUBPART).
24 "BUSINESS DEVELOPMENT CREDIT CORPORATION." A DOMESTIC
25 CORPORATION FOR PROFIT THAT IS A CORPORATION AS DEFINED IN THE
26 ACT OF DECEMBER 1, 1959 (P.L.1647, NO.606), KNOWN AS THE
27 BUSINESS DEVELOPMENT CREDIT CORPORATION LAW.
28 "BYLAWS." SEE SECTION 1504(C) (RELATING TO BYLAW PROVISIONS
29 IN ARTICLES).
30 "CLOSELY-HELD CORPORATION." A BUSINESS CORPORATION THAT:
19870S1200B2515 - 105 -
1 (1) HAS NOT MORE THAN 30 SHAREHOLDERS; OR
2 (2) IS A STATUTORY CLOSE CORPORATION.
3 SHARES THAT ARE HELD JOINTLY OR IN COMMON OR IN TRUST BY TWO OR
4 MORE PERSONS, AS FIDUCIARIES OR OTHERWISE, OR THAT ARE HELD BY
5 SPOUSES SHALL BE DEEMED TO BE HELD BY ONE SHAREHOLDER FOR THE
6 PURPOSES OF THIS DEFINITION.
7 "CORPORATION FOR PROFIT." A CORPORATION INCORPORATED FOR A
8 PURPOSE OR PURPOSES INVOLVING PECUNIARY PROFIT, INCIDENTAL OR
9 OTHERWISE, TO ITS SHAREHOLDERS OR MEMBERS.
10 "CORPORATION NOT-FOR-PROFIT." A CORPORATION NOT INCORPORATED
11 FOR A PURPOSE OR PURPOSES INVOLVING PECUNIARY PROFIT, INCIDENTAL
12 OR OTHERWISE.
13 "COURT." SUBJECT TO ANY INCONSISTENT GENERAL RULE PRESCRIBED
14 BY THE SUPREME COURT OF PENNSYLVANIA:
15 (1) THE COURT OF COMMON PLEAS OF THE JUDICIAL DISTRICT
16 EMBRACING THE COUNTY WHERE THE REGISTERED OFFICE OF THE
17 CORPORATION IS OR IS TO BE LOCATED; OR
18 (2) WHERE A CORPORATION RESULTS FROM A MERGER,
19 CONSOLIDATION, DIVISION OR OTHER TRANSACTION WITHOUT
20 ESTABLISHING A REGISTERED OFFICE IN THIS COMMONWEALTH OR
21 WITHDRAWS AS A FOREIGN CORPORATION, THE COURT OF COMMON PLEAS
22 IN WHICH VENUE WOULD HAVE BEEN LAID IMMEDIATELY PRIOR TO THE
23 TRANSACTION OR WITHDRAWAL.
24 "CREDIT UNION" OR "DOMESTIC CREDIT UNION." A DOMESTIC
25 CORPORATION FOR PROFIT THAT IS A CREDIT UNION AS DEFINED IN THE
26 ACT OF SEPTEMBER 20, 1961 (P.L.1548, NO.658), KNOWN AS THE
27 CREDIT UNION ACT.
28 "DEPARTMENT." THE DEPARTMENT OF STATE OF THE COMMONWEALTH.
29 "DIRECTORS." THE TERM, WHEN USED IN RELATION TO ANY POWER OR
30 DUTY REQUIRING COLLECTIVE ACTION, SHALL BE CONSTRUED TO MEAN
19870S1200B2515 - 106 -
1 "BOARD OF DIRECTORS."
2 "DISSENTERS RIGHTS." THE RIGHTS AND REMEDIES PROVIDED BY
3 SUBCHAPTER D OF CHAPTER 15 (RELATING TO DISSENTERS RIGHTS).
4 "DISTRIBUTION." A DIRECT OR INDIRECT TRANSFER OF MONEY OR
5 OTHER PROPERTY (EXCEPT ITS OWN SHARES) OR INCURRENCE OF
6 INDEBTEDNESS BY A CORPORATION TO OR FOR THE BENEFIT OF ANY OF
7 ITS SHAREHOLDERS IN RESPECT OF ANY OF ITS SHARES WHETHER BY
8 DIVIDEND OR BY PURCHASE, REDEMPTION OR OTHER ACQUISITION OF ITS
9 SHARES OR OTHERWISE.
10 "DOMESTIC CORPORATION FOR PROFIT." A CORPORATION FOR PROFIT
11 INCORPORATED UNDER THE LAWS OF THIS COMMONWEALTH.
12 "DOMESTIC CORPORATION NOT-FOR-PROFIT." A CORPORATION NOT-
13 FOR-PROFIT INCORPORATED UNDER THE LAWS OF THIS COMMONWEALTH.
14 "EMPLOYEE." INCLUDES OFFICERS BUT NOT DIRECTORS, AS SUCH.
15 SEE SECTION 1730 (RELATING TO COMPENSATION OF DIRECTORS) AS TO
16 ACCEPTANCE BY A DIRECTOR OF DUTIES THAT MAKE HIM ALSO AN
17 EMPLOYEE.
18 "ENTITLED TO VOTE." THOSE PERSONS ENTITLED AT THE TIME TO
19 VOTE ON THE MATTER UNDER A PLAN OR THE TERMS OF A FUNDAMENTAL
20 TRANSACTION WHERE DISSENTERS RIGHTS ARE NOT AVAILABLE UNDER
21 SECTION 1571(B)(2)(II) (RELATING TO EXCEPTIONS) OR UNDER THE
22 ARTICLES OR BYLAWS OF THE CORPORATION OR ANY APPLICABLE
23 CONTROLLING PROVISION OF LAW.
24 "FAIR VALUE." IN THE CASE OF SHARES, FAIR VALUE AS
25 DETERMINED UNDER THE STANDARDS AND PROCEDURES PROVIDED BY
26 SUBCHAPTER D OF CHAPTER 15 (RELATING TO DISSENTERS RIGHTS).
27 "FOREIGN BUSINESS CORPORATION." A FOREIGN CORPORATION FOR
28 PROFIT SUBJECT TO CHAPTER 41 (RELATING TO FOREIGN BUSINESS
29 CORPORATIONS), WHETHER OR NOT REQUIRED TO QUALIFY THEREUNDER.
30 "FOREIGN CORPORATION FOR PROFIT." A CORPORATION FOR PROFIT
19870S1200B2515 - 107 -
1 INCORPORATED UNDER ANY LAWS OTHER THAN THOSE OF THIS
2 COMMONWEALTH.
3 "FOREIGN CORPORATION NOT-FOR-PROFIT." A CORPORATION NOT-FOR-
4 PROFIT INCORPORATED UNDER ANY LAWS OTHER THAN THOSE OF THIS
5 COMMONWEALTH.
6 "FOREIGN DOMICILIARY CORPORATION." A FOREIGN BUSINESS
7 CORPORATION DEFINED IN SECTION 4102 (RELATING TO FOREIGN
8 DOMICILIARY CORPORATIONS).
9 "FOREIGN INSURANCE CORPORATION." A CORPORATION FOR PROFIT
10 INCORPORATED UNDER ANY LAWS OTHER THAN THOSE OF THIS
11 COMMONWEALTH THAT IS QUALIFIED TO DO BUSINESS IN THIS
12 COMMONWEALTH UNDER THE ACT OF MAY 17, 1921 (P.L.682, NO.284),
13 KNOWN AS THE INSURANCE COMPANY LAW OF 1921.
14 "FULL AGE." OF THE AGE OF 18 YEARS OR OLDER.
15 "INCORPORATOR." A SIGNER OF THE ORIGINAL ARTICLES OF
16 INCORPORATION.
17 "INSURANCE CORPORATION" OR "DOMESTIC INSURANCE CORPORATION."
18 A DOMESTIC CORPORATION FOR PROFIT THAT IS INCORPORATED UNDER OR
19 SUBJECT TO THE INSURANCE COMPANY LAW OF 1921 OR ANY STATUTE
20 RELATING TO THE INCORPORATION OR REINCORPORATION OF LIMITED LIFE
21 INSURANCE COMPANIES.
22 "ISSUE." INCLUDES SALE OR OTHER DISPOSITION OF A SECURITY
23 PREVIOUSLY ISSUED BY THE CORPORATION AND THEREAFTER ACQUIRED BY
24 IT.
25 "MANAGEMENT CORPORATION." A BUSINESS CORPORATION THAT HAS
26 ELECTED TO BECOME SUBJECT TO CHAPTER 27 (RELATING TO MANAGEMENT
27 CORPORATIONS) AND WHOSE STATUS AS A MANAGEMENT CORPORATION HAS
28 NOT BEEN TERMINATED AS PROVIDED IN CHAPTER 27.
29 "NONPROFIT CORPORATION." A DOMESTIC CORPORATION NOT-FOR-
30 PROFIT DEFINED IN SECTION 5103 (RELATING TO DEFINITIONS).
19870S1200B2515 - 108 -
1 "NONQUALIFIED FOREIGN BUSINESS CORPORATION." A FOREIGN
2 BUSINESS CORPORATION THAT IS NOT A QUALIFIED FOREIGN BUSINESS
3 CORPORATION AS DEFINED IN THIS SECTION.
4 "NONREGISTERED CORPORATION." A CORPORATION THAT IS NOT A
5 REGISTERED CORPORATION.
6 "NONSTOCK CORPORATION." A BUSINESS CORPORATION THAT HAS
7 ELECTED TO BECOME SUBJECT TO CHAPTER 21 (RELATING TO NONSTOCK
8 CORPORATIONS) AND WHOSE STATUS AS A NONSTOCK CORPORATION HAS NOT
9 BEEN TERMINATED AS PROVIDED IN CHAPTER 21.
10 "OBLIGATION." INCLUDES A NOTE OR OTHER FORM OF INDEBTEDNESS,
11 WHETHER SECURED OR UNSECURED.
12 "OFFICER." IF A CORPORATION IS IN THE HANDS OF A CUSTODIAN,
13 RECEIVER, TRUSTEE OR LIKE OFFICIAL, THE TERM INCLUDES THAT
14 OFFICIAL OR ANY PERSON APPOINTED BY THAT OFFICIAL TO ACT AS AN
15 OFFICER FOR ANY PURPOSE UNDER THIS SUBPART.
16 "OFFICIALLY PUBLISH." PUBLISH IN TWO NEWSPAPERS OF GENERAL
17 CIRCULATION IN THE ENGLISH LANGUAGE IN THE COUNTY IN WHICH THE
18 REGISTERED OFFICE OF THE CORPORATION IS LOCATED, OR IN THE CASE
19 OF A PROPOSED CORPORATION IS TO BE LOCATED, ONE OF WHICH SHALL
20 BE THE LEGAL NEWSPAPER, IF ANY, DESIGNATED BY THE RULES OF COURT
21 FOR THE PUBLICATION OF LEGAL NOTICES OR, IF THERE IS NO LEGAL
22 NEWSPAPER, IN TWO NEWSPAPERS OF GENERAL CIRCULATION IN THE
23 COUNTY. WHEN THERE IS BUT ONE NEWSPAPER OF GENERAL CIRCULATION
24 IN ANY COUNTY, ADVERTISEMENT IN THAT NEWSPAPER SHALL BE
25 SUFFICIENT. WHERE NO OTHER FREQUENCY IS SPECIFIED, THE NOTICE
26 SHALL BE PUBLISHED ONE TIME IN THE APPROPRIATE NEWSPAPER OR
27 NEWSPAPERS. SEE SECTION 109(A)(2) (RELATING TO NAME OF
28 COMMERCIAL REGISTERED OFFICE PROVIDER IN LIEU OF REGISTERED
29 ADDRESS).
30 "PLAN." A PLAN OF RECLASSIFICATION, MERGER, CONSOLIDATION,
19870S1200B2515 - 109 -
1 EXCHANGE, ASSET TRANSFER, DIVISION OR CONVERSION.
2 "PREFERENCE." A RIGHT IN ONE CLASS OR SERIES OF SHARES THAT
3 IS SENIOR TO ANY RIGHT IN A JUNIOR CLASS OR SERIES OF SHARES:
4 (1) AS TO THE RIGHT TO PAYMENT OF DIVIDENDS;
5 (2) AS TO THE RIGHT TO DISTRIBUTION OF ASSETS UPON
6 REDEMPTION OF SHARES OR UPON THE VOLUNTARY OR INVOLUNTARY
7 LIQUIDATION OF THE CORPORATION; OR
8 (3) AS TO BOTH DIVIDENDS AND ASSETS.
9 "PROFESSIONAL CORPORATION." A BUSINESS CORPORATION THAT HAS
10 ELECTED TO BECOME SUBJECT TO CHAPTER 29 (RELATING TO
11 PROFESSIONAL CORPORATIONS) AND WHOSE STATUS AS A PROFESSIONAL
12 CORPORATION HAS NOT BEEN TERMINATED AS PROVIDED IN CHAPTER 29.
13 "PUBLIC UTILITY CORPORATION." ANY DOMESTIC OR FOREIGN
14 CORPORATION FOR PROFIT THAT:
15 (1) IS SUBJECT TO REGULATION AS A PUBLIC UTILITY BY THE
16 PENNSYLVANIA PUBLIC UTILITY COMMISSION OR AN OFFICER OR
17 AGENCY OF THE UNITED STATES; OR
18 (2) WAS SUBJECT TO SUCH REGULATION ON DECEMBER 31, 1980
19 OR WOULD HAVE BEEN SO SUBJECT IF IT HAD BEEN THEN EXISTING.
20 "QUALIFIED FOREIGN BUSINESS CORPORATION." A FOREIGN BUSINESS
21 CORPORATION AUTHORIZED UNDER CHAPTER 41 (RELATING TO FOREIGN
22 BUSINESS CORPORATIONS) TO DO BUSINESS IN THIS COMMONWEALTH.
23 "RECLASSIFICATION." A CHANGE IN THE NUMBER, VOTING RIGHTS,
24 DESIGNATIONS, PREFERENCES, LIMITATIONS, SPECIAL RIGHTS OR PAR
25 VALUE OF SHARES, OR A CONVERSION OR EXCHANGE OF ONE CLASS OR
26 SERIES OF SHARES INTO OR FOR ANOTHER CLASS OR SERIES OF SHARES
27 OF THE SAME CORPORATION, OR THE CANCELLATION OF SHARES. THE TERM
28 DOES NOT INCLUDE A STOCK DIVIDEND OR SPLIT EFFECTED BY
29 DISTRIBUTION OF ITS OWN PREVIOUSLY AUTHORIZED SHARES PRO RATA TO
30 THE HOLDERS OF SHARES OF THE SAME OR ANY OTHER CLASS OR SERIES
19870S1200B2515 - 110 -
1 PURSUANT TO ACTION SOLELY OF THE BOARD OF DIRECTORS.
2 "REGISTERED CORPORATION." A CORPORATION DEFINED IN SECTION
3 2502 (RELATING TO REGISTERED CORPORATION STATUS).
4 "REGISTERED OFFICE." THAT OFFICE MAINTAINED BY A CORPORATION
5 IN THIS COMMONWEALTH, THE ADDRESS OF WHICH IS FILED WITH THE
6 DEPARTMENT OF STATE. SEE SECTION 109 (RELATING TO NAME OF
7 COMMERCIAL REGISTERED OFFICE PROVIDER IN LIEU OF REGISTERED
8 ADDRESS).
9 "REPRESENTATIVE." WHEN USED WITH RESPECT TO AN ASSOCIATION,
10 JOINT VENTURE, TRUST OR OTHER ENTERPRISE, MEANS A DIRECTOR,
11 OFFICER, EMPLOYEE OR AGENT THEREOF. THE TERM DOES NOT IMPLY THAT
12 A DIRECTOR, AS SUCH, IS AN AGENT OF A CORPORATION.
13 "SAVINGS ASSOCIATION" OR "DOMESTIC SAVINGS ASSOCIATION." A
14 DOMESTIC CORPORATION FOR PROFIT THAT IS AN ASSOCIATION AS
15 DEFINED IN THE ACT OF DECEMBER 14, 1967 (P.L.746, NO.345), KNOWN
16 AS THE SAVINGS ASSOCIATION CODE OF 1967.
17 "SHARE CERTIFICATE." A WRITTEN INSTRUMENT SIGNED ON BEHALF
18 OF THE CORPORATION EVIDENCING THE FACT THAT THE PERSON THEREIN
19 NAMED IS THE RECORD OWNER OF THE SHARES THEREIN DESCRIBED.
20 "SHAREHOLDER." A RECORD HOLDER OR RECORD OWNER OF SHARES OF
21 A CORPORATION, INCLUDING A SUBSCRIBER TO SHARES. THE TERM, WHEN
22 USED IN RELATION TO THE TAKING OF CORPORATE ACTION, INCLUDES THE
23 PROXY OF A SHAREHOLDER. IF AND TO THE EXTENT THE ARTICLES CONFER
24 RIGHTS OF SHAREHOLDERS UPON HOLDERS OF OBLIGATIONS OF THE
25 CORPORATION OR GOVERNMENTAL OR OTHER ENTITIES PURSUANT TO ANY
26 PROVISION OF THIS SUBPART OR OTHER PROVISION OF LAW, THE TERM
27 SHALL BE CONSTRUED TO INCLUDE THOSE HOLDERS AND GOVERNMENTAL OR
28 OTHER ENTITIES.
29 "SHARES." THE UNITS INTO WHICH THE RIGHTS OF THE
30 SHAREHOLDERS TO PARTICIPATE IN THE CONTROL OF A CORPORATION, IN
19870S1200B2515 - 111 -
1 ITS PROFITS OR IN THE DISTRIBUTION OF ITS ASSETS ARE DIVIDED.
2 "SPECIAL TREATMENT." A PROVISION OF AN AMENDMENT OR PLAN
3 PERMITTED BY SECTION 1906 (RELATING TO SPECIAL TREATMENT OF
4 HOLDERS OF SHARES OF SAME CLASS OR SERIES).
5 "STATUTORY CLOSE CORPORATION." A BUSINESS CORPORATION THAT
6 HAS ELECTED TO BECOME SUBJECT TO CHAPTER 23 (RELATING TO
7 STATUTORY CLOSE CORPORATIONS) AND WHOSE STATUS AS A STATUTORY
8 CLOSE CORPORATION HAS NOT BEEN TERMINATED AS PROVIDED IN CHAPTER
9 23.
10 "SUBSCRIBER." ONE WHO SUBSCRIBES FOR OR OTHERWISE TAKES
11 SHARES BY AGREEMENT FROM THE ISSUING CORPORATION, WHETHER BEFORE
12 OR AFTER INCORPORATION.
13 "SUBSCRIPTION." THE PROMISE TO PAY A CONSIDERATION OR THE
14 AGREEMENT FIXING THE AMOUNT OF THE CONSIDERATION PAID OR TO BE
15 PAID FOR SHARES BY A SUBSCRIBER.
16 "UNLESS OTHERWISE PROVIDED" OR "EXCEPT AS OTHERWISE
17 PROVIDED." WHEN USED TO INTRODUCE OR MODIFY A RULE, IMPLIES
18 THAT THE ALTERNATIVE PROVISIONS CONTEMPLATED MAY EITHER RELAX OR
19 RESTRICT THE STATED RULE.
20 "UNLESS OTHERWISE RESTRICTED" OR "EXCEPT AS OTHERWISE
21 RESTRICTED." WHEN USED TO INTRODUCE OR MODIFY A RULE, IMPLIES
22 THAT THE ALTERNATIVE PROVISIONS CONTEMPLATED MAY FURTHER
23 RESTRICT, BUT MAY NOT RELAX, THE STATED RULE.
24 "VOTING" OR "CASTING A VOTE." INCLUDES THE GIVING OF WRITTEN
25 CONSENT. THE TERM DOES NOT INCLUDE EITHER RECORDING THE FACT OF
26 ABSTENTION OR FAILING TO VOTE FOR A CANDIDATE OR FOR APPROVAL OR
27 DISAPPROVAL OF A MATTER, WHETHER OR NOT THE PERSON ENTITLED TO
28 VOTE CHARACTERIZES THE CONDUCT AS VOTING OR CASTING A VOTE.
29 § 1104. OTHER GENERAL PROVISIONS.
30 THE FOLLOWING PROVISIONS OF THIS TITLE ARE APPLICABLE TO
19870S1200B2515 - 112 -
1 CORPORATIONS SUBJECT TO THIS SUBPART:
2 SECTION 101 (RELATING TO SHORT TITLE AND APPLICATION OF
3 TITLE).
4 SECTION 102 (RELATING TO DEFINITIONS).
5 SECTION 103 (RELATING TO SUBORDINATION OF TITLE TO
6 REGULATORY LAWS).
7 SECTION 104 (RELATING TO EQUITABLE REMEDIES).
8 SECTION 105 (RELATING TO FEES).
9 SECTION 106 (RELATING TO EFFECT OF FILING PAPERS REQUIRED
10 TO BE FILED).
11 SECTION 107 (RELATING TO FORM OF RECORDS).
12 SECTION 108 (RELATING TO CHANGE IN LOCATION OR STATUS OF
13 REGISTERED OFFICE PROVIDED BY AGENT).
14 SECTION 109 (RELATING TO NAME OF COMMERCIAL REGISTERED
15 OFFICE PROVIDER IN LIEU OF REGISTERED ADDRESS).
16 SECTION 110 (RELATING TO SUPPLEMENTARY GENERAL PRINCIPLES
17 OF LAW APPLICABLE).
18 SECTION 132 (RELATING TO FUNCTIONS OF DEPARTMENT OF
19 STATE).
20 SECTION 133 (RELATING TO POWERS OF DEPARTMENT OF STATE).
21 SECTION 134 (RELATING TO DOCKETING STATEMENT).
22 SECTION 135 (RELATING TO REQUIREMENTS TO BE MET BY FILED
23 DOCUMENTS).
24 SECTION 136 (RELATING TO PROCESSING OF DOCUMENTS BY
25 DEPARTMENT OF STATE).
26 SECTION 137 (RELATING TO COURT TO PASS UPON REJECTION OF
27 DOCUMENTS BY DEPARTMENT OF STATE).
28 SECTION 138 (RELATING TO STATEMENT OF CORRECTION).
29 SECTION 139 (RELATING TO TAX CLEARANCE OF CERTAIN
30 FUNDAMENTAL TRANSACTIONS).
19870S1200B2515 - 113 -
1 SECTION 152 (RELATING TO CONTINGENT DOMESTICATION OF
2 CERTAIN FOREIGN ASSOCIATIONS).
3 SECTION 501 (RELATING TO RESERVED POWER OF GENERAL
4 ASSEMBLY).
5 SECTION 503 (RELATING TO ACTIONS TO REVOKE CORPORATE
6 FRANCHISES).
7 SECTION 504 (RELATING TO VALIDATION OF CERTAIN DEFECTIVE
8 CORPORATIONS).
9 SECTION 505 (RELATING TO VALIDATION OF CERTAIN DEFECTIVE
10 CORPORATE ACTS).
11 SECTION 506 (RELATING TO SCOPE AND DURATION OF CERTAIN
12 FRANCHISES).
13 SECTION 507 (RELATING TO VALIDATION OF CERTAIN SHARE
14 AUTHORIZATIONS).
15 SECTION 511 (RELATING TO STANDARD OF CARE AND JUSTIFIABLE
16 RELIANCE).
17 SECTION 512 (RELATING TO PERSONAL LIABILITY OF
18 DIRECTORS).
19 SECTION 513 (RELATING TO NONEXCLUSIVITY AND SUPPLEMENTARY
20 COVERAGE).
21 § 1105. RESTRICTION ON EQUITABLE RELIEF.
22 A SHAREHOLDER OF A BUSINESS CORPORATION SHALL NOT HAVE ANY
23 RIGHT TO OBTAIN, IN THE ABSENCE OF FRAUD OR FUNDAMENTAL
24 UNFAIRNESS, AN INJUNCTION AGAINST ANY PROPOSED PLAN OR AMENDMENT
25 OF ARTICLES AUTHORIZED UNDER ANY PROVISION OF THIS SUBPART, NOR
26 ANY RIGHT TO CLAIM THE RIGHT TO VALUATION AND PAYMENT OF THE
27 FAIR VALUE OF HIS SHARES BECAUSE OF THE PLAN OR AMENDMENT,
28 EXCEPT THAT HE MAY DISSENT AND CLAIM SUCH PAYMENT IF AND TO THE
29 EXTENT PROVIDED IN SUBCHAPTER D OF CHAPTER 15 (RELATING TO
30 DISSENTERS RIGHTS) WHERE THIS SUBPART EXPRESSLY PROVIDES THAT
19870S1200B2515 - 114 -
1 DISSENTING SHAREHOLDERS SHALL HAVE THE RIGHTS AND REMEDIES
2 PROVIDED IN THAT SUBCHAPTER. ABSENT FRAUD OR FUNDAMENTAL
3 UNFAIRNESS, THE RIGHTS AND REMEDIES SO PROVIDED SHALL BE
4 EXCLUSIVE. STRUCTURING A PLAN OR TRANSACTION FOR THE PURPOSE OR
5 WITH THE EFFECT OF ELIMINATING OR AVOIDING THE APPLICATION OF
6 DISSENTERS RIGHTS IS NOT FRAUD OR FUNDAMENTAL UNFAIRNESS WITHIN
7 THE MEANING OF THIS SECTION.
8 § 1106. UNIFORM APPLICATION OF SUBPART.
9 (A) GENERAL RULE.--EXCEPT AS PROVIDED IN SUBSECTION (B),
10 THIS SUBPART AND ITS AMENDMENTS ARE INTENDED TO PROVIDE UNIFORM
11 RULES FOR THE GOVERNMENT AND REGULATION OF THE AFFAIRS OF
12 BUSINESS CORPORATIONS AND OF THEIR OFFICERS, DIRECTORS AND
13 SHAREHOLDERS REGARDLESS OF THE DATE OR MANNER OF INCORPORATION
14 OR QUALIFICATION, OR OF THE ISSUANCE OF ANY SHARES THEREOF.
15 (B) EXCEPTIONS.--
16 (1) UNLESS EXPRESSLY PROVIDED OTHERWISE IN ANY AMENDMENT
17 TO THIS SUBPART, THE AMENDMENT SHALL TAKE EFFECT ONLY
18 PROSPECTIVELY.
19 (2) AN EXISTING CORPORATION LAWFULLY USING A NAME OR, AS
20 PART OF ITS NAME, A WORD THAT COULD NOT BE USED AS OR
21 INCLUDED IN THE NAME OF A CORPORATION SUBSEQUENTLY
22 INCORPORATED OR QUALIFIED UNDER THIS SUBPART MAY CONTINUE TO
23 USE THE NAME OR WORD AS PART OF ITS NAME IF THE USE OR
24 INCLUSION OF THE WORD OR NAME WAS LAWFUL WHEN FIRST ADOPTED
25 BY THE CORPORATION IN THIS COMMONWEALTH.
26 (3) SUBSECTION (A) SHALL NOT ADVERSELY AFFECT THE RIGHTS
27 SPECIFICALLY PROVIDED FOR OR SAVED IN THIS SUBPART. SEE:
28 THE PROVISIONS OF SECTION 1521(B)(3) (RELATING TO
29 PROVISIONS SPECIFICALLY AUTHORIZED).
30 THE PROVISIONS OF SECTION 1524(E) (RELATING TO
19870S1200B2515 - 115 -
1 TRANSITIONAL PROVISION).
2 THE PREEMPTIVE RIGHTS SET FORTH IN SECTION 1530(B)
3 (RELATING TO EXISTING PREEXISTING PREEMPTIVE RIGHTS). <--
4 THE PROVISIONS OF SECTION 1554(C) (RELATING TO
5 TRANSITIONAL PROVISION).
6 THE CUMULATIVE VOTING RIGHTS SET FORTH IN SECTION
7 1758(C)(2) (RELATING TO CUMULATIVE VOTING).
8 THE CLASS VOTING RIGHTS UPON CERTAIN AMENDMENTS OF
9 ARTICLES SET FORTH IN SECTION 1914(B)(3) (RELATING TO
10 STATUTORY VOTING RIGHTS).
11 THE SPECIAL VOTING REQUIREMENTS SPECIFIED IN SECTION
12 1952(H) (RELATING TO SPECIAL REQUIREMENTS).
13 THE PROVISIONS OF SECTION 2301(D) (RELATING TO
14 TRANSITIONAL PROVISIONS).
15 THE PROVISIONS OF SECTION 2541(A)(2) AND (3) AND (C)
16 (RELATING TO APPLICATION AND EFFECT OF SUBCHAPTER).
17 THE PROVISIONS OF SECTION 2543(B)(1) AND (2)
18 (RELATING TO EXCEPTIONS GENERALLY).
19 THE PROVISIONS OF SECTION 2551(B)(3)(I), (5) AND (6)
20 (RELATING TO EXCEPTIONS).
21 THE PROVISIONS OF SECTION 2553(B)(2) (RELATING TO
22 EXCEPTION).
23 § 1107. LIMITATION ON INCORPORATION.
24 A CORPORATION THAT CAN BE INCORPORATED UNDER THIS SUBPART
25 SHALL NOT BE INCORPORATED EXCEPT UNDER THE PROVISIONS OF THIS
26 SUBPART.
27 § 1108. EXECUTION OF DOCUMENTS.
28 (A) GENERAL RULE.--ANY DOCUMENT FILED IN THE DEPARTMENT OF
29 STATE UNDER THIS TITLE BY A DOMESTIC OR FOREIGN BUSINESS
30 CORPORATION SUBJECT TO THIS SUBPART MAY BE EXECUTED ON BEHALF OF
19870S1200B2515 - 116 -
1 THE CORPORATION BY ANY ONE DULY AUTHORIZED OFFICER THEREOF. THE
2 CORPORATE SEAL MAY BE AFFIXED AND ATTESTED BUT THE AFFIXATION OR
3 ATTESTATION OF THE CORPORATE SEAL SHALL NOT BE NECESSARY FOR THE
4 DUE EXECUTION OF ANY FILING BY A CORPORATION UNDER THIS TITLE.
5 (B) CROSS REFERENCE.--SEE SECTION 135 (RELATING TO
6 REQUIREMENTS TO BE MET BY FILED DOCUMENTS).
7 ARTICLE B
8 DOMESTIC BUSINESS CORPORATIONS GENERALLY
9 CHAPTER
10 13. INCORPORATION
11 15. CORPORATE POWERS, DUTIES AND SAFEGUARDS
12 17. OFFICERS, DIRECTORS AND SHAREHOLDERS
13 19. FUNDAMENTAL CHANGES
14 CHAPTER 13
15 INCORPORATION
16 SUBCHAPTER
17 A. INCORPORATION GENERALLY
18 B. REVIVAL
19 SUBCHAPTER A
20 INCORPORATION GENERALLY
21 SEC.
22 1301. PURPOSES.
23 1302. NUMBER AND QUALIFICATIONS OF INCORPORATORS.
24 1303. CORPORATE NAME.
25 1304. REQUIRED NAME CHANGES BY SENIOR CORPORATIONS.
26 1305. RESERVATION OF CORPORATE NAME.
27 1306. ARTICLES OF INCORPORATION.
28 1307. ADVERTISEMENT.
29 1308. FILING OF ARTICLES.
30 1309. EFFECT OF FILING OF ARTICLES OF INCORPORATION.
19870S1200B2515 - 117 -
1 1310. ORGANIZATION MEETING.
2 1311. FILING OF STATEMENT OF SUMMARY OF RECORD BY CERTAIN
3 CORPORATIONS.
4 § 1301. PURPOSES.
5 CORPORATIONS MAY BE INCORPORATED UNDER THIS SUBPART FOR ANY
6 LAWFUL PURPOSE OR PURPOSES. UNLESS OTHERWISE RESTRICTED IN ITS
7 ARTICLES, EVERY BUSINESS CORPORATION HAS AS ITS CORPORATE
8 PURPOSE THE ENGAGING IN ALL LAWFUL BUSINESS FOR WHICH
9 CORPORATIONS MAY BE INCORPORATED UNDER THIS SUBPART.
10 § 1302. NUMBER AND QUALIFICATIONS OF INCORPORATORS.
11 ONE OR MORE CORPORATIONS FOR PROFIT OR NOT-FOR-PROFIT OR
12 NATURAL PERSONS OF FULL AGE MAY INCORPORATE A BUSINESS
13 CORPORATION UNDER THE PROVISIONS OF THIS SUBPART.
14 § 1303. CORPORATE NAME.
15 (A) GENERAL RULE.--THE CORPORATE NAME MAY BE IN ANY
16 LANGUAGE, BUT MUST BE EXPRESSED IN ROMAN LETTERS OR CHARACTERS
17 OR ARABIC OR ROMAN NUMERALS, AND SHALL CONTAIN:
18 (1) THE WORD "CORPORATION," "COMPANY," "INCORPORATED" OR
19 "LIMITED" OR AN ABBREVIATION OF ANY OF THEM;
20 (2) THE WORD "ASSOCIATION," "FUND" OR "SYNDICATE"; OR
21 (3) WORDS OR ABBREVIATIONS OF LIKE IMPORT IN LANGUAGES
22 OTHER THAN ENGLISH.
23 (B) DUPLICATE USE OF NAMES.--THE CORPORATE NAME SHALL NOT BE
24 THE SAME AS OR CONFUSINGLY SIMILAR TO:
25 (1) THE NAME OF ANY OTHER DOMESTIC CORPORATION FOR
26 PROFIT OR NOT-FOR-PROFIT, OR OF ANY FOREIGN CORPORATION FOR
27 PROFIT OR NOT-FOR-PROFIT AUTHORIZED TO DO BUSINESS IN THIS
28 COMMONWEALTH, OR OF ANY DOMESTIC OR FOREIGN LIMITED
29 PARTNERSHIP THAT HAS FILED A CERTIFICATE OR QUALIFIED UNDER
30 CHAPTER 85 (RELATING TO LIMITED PARTNERSHIPS) OR UNDER
19870S1200B2515 - 118 -
1 CORRESPONDING PROVISIONS OF PRIOR LAW, OR THE NAME OF ANY
2 ASSOCIATION REGISTERED AT ANY TIME UNDER 54 PA.C.S. CH. 5
3 (RELATING TO CORPORATE AND OTHER ASSOCIATION NAMES), UNLESS:
4 (I) WHERE THE NAME IS THE SAME OR CONFUSINGLY
5 SIMILAR, THE OTHER ASSOCIATION:
6 (A) HAS STATED THAT IT IS ABOUT TO CHANGE ITS
7 NAME, OR TO CEASE TO DO BUSINESS, OR IS BEING WOUND
8 UP, OR IS A FOREIGN ASSOCIATION ABOUT TO WITHDRAW
9 FROM DOING BUSINESS IN THIS COMMONWEALTH, AND THE
10 STATEMENT AND THE WRITTEN CONSENT OF THE OTHER
11 ASSOCIATION TO THE ADOPTION OF THE NAME IS FILED IN
12 THE DEPARTMENT OF STATE;
13 (B) HAS FILED WITH THE DEPARTMENT OF REVENUE A
14 CERTIFICATE OF OUT OF EXISTENCE, OR HAS FAILED FOR A
15 PERIOD OF THREE SUCCESSIVE YEARS TO FILE WITH THE
16 DEPARTMENT OF STATE OR THE DEPARTMENT OF REVENUE A
17 REPORT OR RETURN REQUIRED BY LAW, AND IN THE CASE OF
18 A FAILURE TO FILE WITH THE DEPARTMENT OF REVENUE, THE
19 FACT OF SUCH FAILURE HAS BEEN CERTIFIED BY THE
20 DEPARTMENT OF REVENUE TO THE DEPARTMENT OF STATE;
21 (C) HAS ABANDONED ITS NAME UNDER THE LAWS OF ITS
22 JURISDICTION OF INCORPORATION, BY AMENDMENT, MERGER,
23 CONSOLIDATION, DIVISION, EXPIRATION, DISSOLUTION OR
24 OTHERWISE, WITHOUT ITS NAME BEING ADOPTED BY A
25 SUCCESSOR IN A MERGER, CONSOLIDATION, DIVISION OR
26 OTHERWISE, AND AN OFFICIAL RECORD OF THAT FACT,
27 CERTIFIED AS PROVIDED BY 42 PA.C.S. § 5328 (RELATING
28 TO PROOF OF OFFICIAL RECORDS), IS PRESENTED BY ANY
29 PERSON TO THE DEPARTMENT; OR
30 (D) HAS HAD THE REGISTRATION OF ITS NAME UNDER
19870S1200B2515 - 119 -
1 54 PA.C.S. CH. 5 TERMINATED AND, IF THE TERMINATION
2 WAS EFFECTED BY OPERATION OF 54 PA.C.S. § 504
3 (RELATING TO EFFECT OF FAILURE TO MAKE DECENNIAL
4 FILINGS), THE APPLICATION FOR THE USE OF THE NAME IS
5 ACCOMPANIED BY A VERIFIED STATEMENT STATING THAT AT
6 LEAST 30 DAYS' WRITTEN NOTICE OF INTENTION TO
7 APPROPRIATE THE NAME WAS GIVEN TO THE DELINQUENT
8 ASSOCIATION AT ITS REGISTERED OFFICE AND THAT, AFTER
9 DILIGENT SEARCH BY THE AFFIANT, THE AFFIANT BELIEVES
10 THE ASSOCIATION TO BE OUT OF EXISTENCE; OR
11 (II) WHERE THE NAME IS CONFUSINGLY SIMILAR, THE
12 CONSENT OF THE OTHER ASSOCIATION TO THE ADOPTION OF THE
13 NAME IS FILED IN THE DEPARTMENT OF STATE.
14 THE CONSENT OF THE ASSOCIATION SHALL BE EVIDENCED BY A
15 CERTIFICATE TO THAT EFFECT EXECUTED BY THE ASSOCIATION.
16 (2) A NAME THE EXCLUSIVE RIGHT TO WHICH IS AT THE TIME
17 RESERVED BY ANY OTHER PERSON WHATSOEVER IN THE MANNER
18 PROVIDED BY STATUTE. A NAME SHALL BE RENDERED UNAVAILABLE FOR
19 CORPORATE USE BY REASON OF THE FILING IN THE DEPARTMENT OF
20 STATE OF ANY ASSUMED OR FICTITIOUS NAME REQUIRED BY 54
21 PA.C.S. CH. 3 (RELATING TO FICTITIOUS NAMES) TO BE FILED IN
22 THE DEPARTMENT ONLY IF AND TO THE EXTENT EXPRESSLY SO
23 PROVIDED IN THAT CHAPTER.
24 (C) REQUIRED APPROVALS OR CONDITIONS.--
25 (1) THE CORPORATE NAME SHALL NOT IMPLY THAT THE
26 CORPORATION IS:
27 (I) A GOVERNMENTAL AGENCY OF THE COMMONWEALTH OR OF
28 THE UNITED STATES.
29 (II) A BANK, BANK AND TRUST COMPANY, SAVINGS BANK,
30 PRIVATE BANK OR TRUST COMPANY, AS DEFINED IN THE ACT OF
19870S1200B2515 - 120 -
1 NOVEMBER 30, 1965 (P.L.847, NO.356), KNOWN AS THE BANKING
2 CODE OF 1965, UNLESS THE CORPORATION OR PROPOSED
3 CORPORATION IS A PENNSYLVANIA BANK HOLDING COMPANY OR IS
4 OTHERWISE AUTHORIZED BY STATUTE TO USE ITS PROPOSED NAME.
5 (III) AN INSURANCE COMPANY THAT COULD BE
6 INCORPORATED UNDER THE ACT OF MAY 17, 1921 (P.L.682,
7 NO.284), KNOWN AS THE INSURANCE COMPANY LAW OF 1921.
8 (IV) A PUBLIC UTILITY CORPORATION FURNISHING
9 ELECTRIC OR GAS SERVICE TO THE PUBLIC, UNLESS THE
10 CORPORATION OR PROPOSED CORPORATION HAS AS AN EXPRESS
11 CORPORATE PURPOSE THE FURNISHING OF SERVICE SUBJECT TO
12 THE JURISDICTION OF THE PENNSYLVANIA PUBLIC UTILITY
13 COMMISSION OR THE FEDERAL ENERGY REGULATORY COMMISSION.
14 (2) THE CORPORATE NAME SHALL NOT CONTAIN:
15 (I) THE WORD "COLLEGE," "UNIVERSITY" OR "SEMINARY"
16 WHEN USED IN SUCH A WAY AS TO IMPLY THAT IT IS AN
17 EDUCATIONAL INSTITUTION CONFORMING TO THE STANDARDS AND
18 QUALIFICATIONS PRESCRIBED BY THE STATE BOARD OF
19 EDUCATION, UNLESS THERE IS SUBMITTED A CERTIFICATE FROM
20 THE DEPARTMENT OF EDUCATION CERTIFYING THAT THE
21 CORPORATION OR PROPOSED CORPORATION IS ENTITLED TO USE
22 THAT DESIGNATION.
23 (II) WORDS THAT CONSTITUTE BLASPHEMY, PROFANE
24 CURSING OR SWEARING OR THAT PROFANE THE LORD'S NAME.
25 (III) THE WORDS "ENGINEER" OR "ENGINEERING" OR
26 "SURVEYOR" OR "SURVEYING" OR ANY OTHER WORD IMPLYING THAT
27 ANY FORM OF THE PRACTICE OF ENGINEERING OR SURVEYING AS
28 DEFINED IN THE ACT OF MAY 23, 1945 (P.L.913, NO.367),
29 KNOWN AS THE PROFESSIONAL ENGINEERS REGISTRATION LAW, IS
30 PROVIDED UNLESS AT LEAST ONE OF THE INCORPORATORS OF A
19870S1200B2515 - 121 -
1 PROPOSED CORPORATION OR THE DIRECTORS OF THE EXISTING
2 CORPORATION HAS BEEN PROPERLY REGISTERED WITH THE STATE
3 REGISTRATION BOARD FOR PROFESSIONAL ENGINEERS IN THE
4 PRACTICE OF ENGINEERING OR SURVEYING AND THERE IS
5 SUBMITTED TO THE DEPARTMENT A CERTIFICATE FROM THE BOARD
6 TO THAT EFFECT.
7 (IV) THE WORDS "ARCHITECT" OR "ARCHITECTURE" OR ANY <--
8 OTHER WORD IMPLYING THAT ANY FORM OF THE PRACTICE OF
9 ARCHITECTURE AS DEFINED IN THE ACT OF DECEMBER 14, 1982
10 (P.L.1227, NO.281), KNOWN AS THE ARCHITECTS LICENSURE
11 LAW, IS PROVIDED UNLESS AT LEAST ONE OF THE INCORPORATORS
12 OF A PROPOSED CORPORATION OR THE DIRECTORS OF THE
13 EXISTING CORPORATION HAS BEEN PROPERLY REGISTERED WITH
14 THE ARCHITECTS LICENSURE BOARD IN THE PRACTICE OF
15 ARCHITECTURE AND THERE IS SUBMITTED TO THE DEPARTMENT A
16 CERTIFICATE FROM THE BOARD TO THAT EFFECT.
17 (IV) (V) THE WORD "COOPERATIVE" OR AN ABBREVIATION <--
18 THEREOF UNLESS THE CORPORATION IS A COOPERATIVE
19 CORPORATION.
20 (D) OTHER RIGHTS UNAFFECTED.--THIS SECTION SHALL NOT
21 ABROGATE OR LIMIT THE LAW AS TO UNFAIR COMPETITION OR UNFAIR
22 PRACTICES NOR DEROGATE FROM THE COMMON LAW, THE PRINCIPLES OF
23 EQUITY OR THE PROVISIONS OF TITLE 54 (RELATING TO NAMES) WITH
24 RESPECT TO THE RIGHT TO ACQUIRE AND PROTECT TRADE NAMES.
25 SUBSECTION (B) SHALL NOT APPLY IF THE APPLICANT FILES IN THE
26 DEPARTMENT A CERTIFIED COPY OF A FINAL ORDER OF A COURT OF
27 COMPETENT JURISDICTION ESTABLISHING THE PRIOR RIGHT OF THE
28 APPLICANT TO THE USE OF A NAME IN THIS COMMONWEALTH.
29 (E) REMEDIES FOR VIOLATION OF SECTION.--THE USE OF A NAME IN
30 VIOLATION OF THIS SECTION SHALL NOT VITIATE OR OTHERWISE AFFECT
19870S1200B2515 - 122 -
1 THE CORPORATE EXISTENCE BUT ANY COURT HAVING JURISDICTION, UPON
2 THE APPLICATION OF:
3 (1) THE ATTORNEY GENERAL, ACTING ON HIS OWN MOTION OR AT
4 THE INSTANCE OF ANY ADMINISTRATIVE DEPARTMENT, BOARD OR
5 COMMISSION OF THIS COMMONWEALTH; OR
6 (2) ANY PERSON ADVERSELY AFFECTED;
7 MAY ENJOIN THE CORPORATION FROM USING OR CONTINUING TO USE A
8 NAME IN VIOLATION OF THIS SECTION.
9 § 1304. REQUIRED NAME CHANGES BY SENIOR CORPORATIONS.
10 (A) ADOPTION OF NEW NAME UPON REACTIVATION.--WHERE A
11 CORPORATE NAME IS MADE AVAILABLE ON THE BASIS THAT THE
12 CORPORATION OR OTHER ASSOCIATION THAT FORMERLY REGISTERED THE
13 NAME HAS FAILED TO FILE IN THE DEPARTMENT OF REVENUE OR IN THE
14 DEPARTMENT OF STATE A REPORT OR A RETURN REQUIRED BY LAW OR
15 WHERE THE CORPORATION OR OTHER ASSOCIATION HAS FILED IN THE
16 DEPARTMENT OF REVENUE A CERTIFICATE OF OUT OF EXISTENCE, THE
17 CORPORATION OR OTHER ASSOCIATION SHALL CEASE TO HAVE BY VIRTUE
18 OF ITS PRIOR REGISTRATION ANY RIGHT TO THE USE OF THE NAME. THE
19 CORPORATION OR OTHER ASSOCIATION, UPON WITHDRAWAL OF THE
20 CERTIFICATE OF OUT OF EXISTENCE OR UPON THE REMOVAL OF ITS
21 DELINQUENCY IN THE FILING OF THE REQUIRED REPORTS OR RETURNS,
22 SHALL MAKE INQUIRY WITH THE DEPARTMENT OF STATE WITH REGARD TO
23 THE AVAILABILITY OF ITS NAME AND, IF THE NAME HAS BEEN MADE
24 AVAILABLE TO ANOTHER DOMESTIC OR FOREIGN CORPORATION FOR PROFIT
25 OR NOT-FOR-PROFIT OR OTHER ASSOCIATION BY VIRTUE OF THESE
26 CONDITIONS, SHALL ADOPT A NEW NAME IN ACCORDANCE WITH LAW BEFORE
27 RESUMING ITS ACTIVITIES.
28 (B) ENFORCEMENT OF UNDERTAKING TO RELEASE NAME.--IF A
29 CORPORATION HAS USED A NAME THE SAME AS OR CONFUSINGLY SIMILAR
30 TO THE NAME OF ANOTHER CORPORATION OR OTHER ASSOCIATION AS
19870S1200B2515 - 123 -
1 PERMITTED BY SECTION 1303(B)(1)(I) (RELATING TO DUPLICATE USE OF
2 NAMES) AND THE OTHER CORPORATION OR OTHER ASSOCIATION CONTINUES
3 TO USE ITS NAME IN THIS COMMONWEALTH AND DOES NOT CHANGE ITS
4 NAME, CEASE TO DO BUSINESS, BE WOUND UP OR WITHDRAW AS IT
5 PROPOSED TO DO IN ITS CONSENT OR CHANGE ITS NAME AS REQUIRED BY
6 SUBSECTION (A), ANY COURT HAVING JURISDICTION, UPON THE
7 APPLICATION OF:
8 (1) THE ATTORNEY GENERAL, ACTING ON HIS OWN MOTION OR AT
9 THE INSTANCE OF ANY ADMINISTRATIVE DEPARTMENT, BOARD OR
10 COMMISSION OF THIS COMMONWEALTH; OR
11 (2) ANY PERSON ADVERSELY AFFECTED;
12 MAY ENJOIN THE OTHER CORPORATION OR OTHER ASSOCIATION FROM
13 CONTINUING TO USE ITS NAME OR A CONFUSINGLY SIMILAR NAME.
14 § 1305. RESERVATION OF CORPORATE NAME.
15 (A) GENERAL RULE.--THE EXCLUSIVE RIGHT TO THE USE OF A
16 CORPORATE NAME MAY BE RESERVED BY ANY PERSON. THE RESERVATION
17 SHALL BE MADE BY DELIVERING TO THE DEPARTMENT OF STATE AN
18 APPLICATION TO RESERVE A SPECIFIED CORPORATE NAME, EXECUTED BY
19 THE APPLICANT. IF THE DEPARTMENT FINDS THAT THE NAME IS
20 AVAILABLE FOR CORPORATE USE, IT SHALL RESERVE THE NAME FOR THE

Historical Act text part 3

21 EXCLUSIVE USE OF THE APPLICANT FOR A PERIOD OF 120 DAYS.
22 (B) TRANSFER OF RESERVATION.--THE RIGHT TO EXCLUSIVE USE OF
23 A SPECIFIED CORPORATE NAME RESERVED UNDER SUBSECTION (A) MAY BE
24 TRANSFERRED TO ANY OTHER PERSON BY DELIVERING TO THE DEPARTMENT
25 A NOTICE OF THE TRANSFER, EXECUTED BY THE PERSON WHO RESERVED
26 THE NAME, AND SPECIFYING THE NAME AND ADDRESS OF THE TRANSFEREE.
27 (C) CROSS REFERENCES.--SEE SECTIONS 134 (RELATING TO
28 DOCKETING STATEMENT) AND 4131 (RELATING TO REGISTRATION OF
29 NAME).
30 § 1306. ARTICLES OF INCORPORATION.
19870S1200B2515 - 124 -
1 (A) GENERAL RULE.--ARTICLES OF INCORPORATION SHALL BE SIGNED
2 BY EACH OF THE INCORPORATORS AND SHALL SET FORTH IN THE ENGLISH
3 LANGUAGE:
4 (1) THE NAME OF THE CORPORATION, UNLESS THE NAME IS IN A
5 FOREIGN LANGUAGE IN WHICH CASE IT SHALL BE SET FORTH IN ROMAN
6 LETTERS OR CHARACTERS OR ARABIC OR ROMAN NUMERALS.
7 (2) SUBJECT TO SECTION 109 (RELATING TO NAME OF
8 COMMERCIAL REGISTERED OFFICE PROVIDER IN LIEU OF REGISTERED
9 ADDRESS), THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY,
10 OF ITS INITIAL REGISTERED OFFICE IN THIS COMMONWEALTH.
11 (3) A STATEMENT THAT THE CORPORATION IS INCORPORATED
12 UNDER THE PROVISIONS OF THE BUSINESS CORPORATION LAW OF 1988.
13 (4) A STATEMENT THAT THE CORPORATION IS TO BE ORGANIZED
14 UPON A NONSTOCK BASIS, OR IF IT IS TO BE ORGANIZED ON A STOCK
15 SHARE BASIS:
16 (I) THE AGGREGATE NUMBER OF SHARES THAT THE
17 CORPORATION SHALL HAVE AUTHORITY TO ISSUE. IT SHALL NOT
18 BE NECESSARY TO SET FORTH IN THE ARTICLES THE
19 DESIGNATIONS OF THE CLASSES OF SHARES OF THE CORPORATION,
20 OR THE MAXIMUM NUMBER OF SHARES OF EACH CLASS THAT MAY BE
21 ISSUED.
22 (II) A STATEMENT OF THE VOTING RIGHTS, DESIGNATIONS,
23 PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS IN RESPECT OF
24 THE SHARES OF ANY CLASS OR ANY SERIES OF ANY CLASS, TO
25 THE EXTENT THAT THEY HAVE BEEN DETERMINED.
26 (III) A STATEMENT OF ANY AUTHORITY VESTED IN THE
27 BOARD OF DIRECTORS TO DIVIDE THE AUTHORIZED AND UNISSUED
28 SHARES INTO CLASSES OR SERIES, OR BOTH, AND TO DETERMINE
29 FOR ANY SUCH CLASS OR SERIES ITS VOTING RIGHTS,
30 DESIGNATIONS, PREFERENCES, LIMITATIONS AND SPECIAL
19870S1200B2515 - 125 -
1 RIGHTS.
2 (5) THE NAME AND ADDRESS, INCLUDING STREET AND NUMBER,
3 IF ANY, OF EACH OF THE INCORPORATORS.
4 (6) THE TERM FOR WHICH THE CORPORATION IS TO EXIST, IF
5 NOT PERPETUAL.
6 (7) IF THE ARTICLES ARE TO BE EFFECTIVE ON A SPECIFIED
7 DATE, THE HOUR, IF ANY, AND THE MONTH, DAY AND YEAR OF THE
8 EFFECTIVE DATE.
9 (8) ANY OTHER PROVISIONS THAT THE INCORPORATORS MAY
10 CHOOSE TO INSERT IF:
11 (I) ANY PROVISION OF THIS SUBPART AUTHORIZES OR
12 REQUIRES PROVISIONS PERTAINING TO THE SUBJECT MATTER
13 THEREOF TO BE SET FORTH IN THE ARTICLES OR BYLAWS OF A
14 BUSINESS CORPORATION OR IN AN AGREEMENT OR OTHER
15 INSTRUMENT; OR
16 (II) THE PROVISIONS, WHETHER OR NOT SPECIFICALLY
17 AUTHORIZED BY THIS SUBPART, RELATE TO THE PURPOSE OR
18 PURPOSES OF THE CORPORATION, THE MANAGEMENT OF ITS
19 BUSINESS OR AFFAIRS OR THE RIGHTS, POWERS OR DUTIES OF
20 ITS SECURITYHOLDERS, DIRECTORS OR OFFICERS.
21 THE ARTICLES MAY BUT NEED NOT SET FORTH A PAR VALUE FOR ANY
22 AUTHORIZED SHARES OR CLASS OF SHARES.
23 (B) WRITTEN CONSENT TO NAMING DIRECTORS.--THE NAMING OF
24 DIRECTORS IN ARTICLES OF INCORPORATION SHALL CONSTITUTE AN
25 AFFIRMATION THAT THE DIRECTORS HAVE CONSENTED IN WRITING TO
26 SERVE AS SUCH.
27 § 1307. ADVERTISEMENT.
28 THE INCORPORATORS OR THE CORPORATION SHALL OFFICIALLY PUBLISH
29 A NOTICE OF INTENTION TO FILE OR OF THE FILING OF ARTICLES OF
30 INCORPORATION. THE NOTICE MAY APPEAR PRIOR TO OR AFTER THE DAY
19870S1200B2515 - 126 -
1 THE ARTICLES OF INCORPORATION ARE FILED IN THE DEPARTMENT OF
2 STATE AND SHALL SET FORTH BRIEFLY:
3 (1) THE NAME OF THE PROPOSED CORPORATION.
4 (2) A STATEMENT THAT THE CORPORATION IS TO BE OR HAS
5 BEEN INCORPORATED UNDER THE PROVISIONS OF THE BUSINESS
6 CORPORATION LAW OF 1988.
7 § 1308. FILING OF ARTICLES.
8 (A) GENERAL RULE.--THE ARTICLES OF INCORPORATION SHALL BE
9 FILED IN THE DEPARTMENT OF STATE.
10 (B) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
11 STATEMENT).
12 § 1309. EFFECT OF FILING OF ARTICLES OF INCORPORATION.
13 (A) CORPORATE EXISTENCE.--UPON THE FILING OF THE ARTICLES OF
14 INCORPORATION IN THE DEPARTMENT OF STATE OR UPON THE EFFECTIVE
15 DATE SPECIFIED IN THE ARTICLES OF INCORPORATION, WHICHEVER IS
16 LATER, THE CORPORATE EXISTENCE SHALL BEGIN.
17 (B) EVIDENCE OF INCORPORATION.--SUBJECT TO THE PROVISIONS OF
18 SECTION 503 (RELATING TO ACTIONS TO REVOKE CORPORATE
19 FRANCHISES), THE ARTICLES OF INCORPORATION FILED IN THE
20 DEPARTMENT, OR RECORDED IN THE OFFICE OF THE RECORDER OF DEEDS
21 UNDER THE FORMER PROVISIONS OF LAW, SHALL BE CONCLUSIVE EVIDENCE
22 OF THE FACT THAT THE CORPORATION HAS BEEN INCORPORATED.
23 § 1310. ORGANIZATION MEETING.
24 (A) GENERAL RULE.--AFTER THE CORPORATE EXISTENCE BEGINS, AN
25 ORGANIZATION MEETING OF THE INITIAL DIRECTORS OR, IF DIRECTORS
26 ARE NOT NAMED IN THE ARTICLES, OF THE INCORPORATOR OR
27 INCORPORATORS SHALL BE HELD, WITHIN OR WITHOUT THIS
28 COMMONWEALTH, FOR THE PURPOSE OF ADOPTING BYLAWS WHICH THEY
29 SHALL HAVE AUTHORITY TO DO AT THE MEETING, OF ELECTING
30 DIRECTORS, IF DIRECTORS ARE NOT NAMED IN THE ARTICLES, AND THE
19870S1200B2515 - 127 -
1 TRANSACTION OF SUCH OTHER BUSINESS AS MAY COME BEFORE THE
2 MEETING. A BYLAW ADOPTED AT THE ORGANIZATION MEETING OF
3 DIRECTORS OR INCORPORATORS SHALL BE DEEMED TO BE A BYLAW ADOPTED
4 BY THE SHAREHOLDERS FOR THE PURPOSES OF THIS SUBPART AND OF ANY
5 OTHER PROVISION OF LAW.
6 (B) CALL OF AND ACTION AT MEETING.--THE MEETING MAY BE HELD
7 AT THE CALL OF ANY DIRECTOR OR, IF DIRECTORS ARE NOT NAMED IN
8 THE ARTICLES, OF ANY INCORPORATOR, WHO SHALL GIVE AT LEAST FIVE
9 DAYS' WRITTEN NOTICE THEREOF TO EACH OTHER DIRECTOR OR
10 INCORPORATOR, WHICH NOTICE SHALL SET FORTH THE TIME AND PLACE OF
11 THE MEETING. FOR THE PURPOSES OF THIS SECTION, ANY INCORPORATOR
12 MAY ACT IN PERSON, BY WRITTEN CONSENT OR BY PROXY SIGNED BY HIM
13 OR HIS ATTORNEY-IN-FACT.
14 (C) DEATH OR INCAPACITY OF DIRECTORS OR INCORPORATORS.--IF A
15 DESIGNATED DIRECTOR OR AN INCORPORATOR DIES OR IS FOR ANY REASON
16 UNABLE TO ACT AT THE MEETING, THE OTHER OR OTHERS MAY ACT. IF
17 THERE IS NO OTHER DESIGNATED DIRECTOR OR INCORPORATOR ABLE TO
18 ACT, ANY PERSON FOR WHOM AN INCORPORATOR WAS ACTING AS AGENT MAY
19 ACT OR APPOINT ANOTHER TO ACT IN HIS STEAD.
20 § 1311. FILING OF STATEMENT OF SUMMARY OF RECORD BY CERTAIN
21 CORPORATIONS.
22 (A) GENERAL RULE.--WHERE ANY OF THE VALID CHARTER DOCUMENTS
23 OF A BUSINESS CORPORATION ARE NOT ON FILE IN THE DEPARTMENT OF
24 STATE AND THE CORPORATION DESIRES TO FILE ANY DOCUMENT IN THE
25 DEPARTMENT UNDER ANY OTHER PROVISION OF THIS SUBPART OR THE
26 CORPORATION DESIRES TO SECURE FROM THE DEPARTMENT ANY
27 CERTIFICATE TO THE EFFECT THAT THE CORPORATION IS A CORPORATION
28 DULY INCORPORATED AND EXISTING UNDER THE LAWS OF THIS
29 COMMONWEALTH OR A CERTIFIED COPY OF THE ARTICLES OF THE
30 CORPORATION, THE CORPORATION SHALL FILE IN THE DEPARTMENT A
19870S1200B2515 - 128 -
1 STATEMENT OF SUMMARY OF RECORD WHICH SHALL BE EXECUTED BY THE
2 CORPORATION AND SHALL SET FORTH:
3 (1) THE NAME OF THE CORPORATION AND, SUBJECT TO SECTION
4 109 (RELATING TO NAME OF COMMERCIAL REGISTERED OFFICE
5 PROVIDER IN LIEU OF REGISTERED ADDRESS), THE LOCATION,
6 INCLUDING STREET AND NUMBER, IF ANY, OF ITS REGISTERED
7 OFFICE.
8 (2) THE STATUTE BY OR UNDER WHICH THE CORPORATION WAS
9 INCORPORATED.
10 (3) THE NAME UNDER WHICH, THE MANNER IN WHICH AND THE
11 DATE ON WHICH THE CORPORATION WAS ORIGINALLY INCORPORATED,
12 INCLUDING THE DATE WHEN AND THE PLACE WHERE THE ORIGINAL
13 ARTICLES WERE RECORDED.
14 (4) THE PLACE OR PLACES, INCLUDING VOLUME AND PAGE
15 NUMBERS OR THEIR EQUIVALENT, WHERE THE DOCUMENTS CONSTITUTING
16 THE CURRENTLY EFFECTIVE ARTICLES ARE FILED OR RECORDED, THE
17 DATE OR DATES OF EACH FILING OR RECORDING AND THE TEXT OF THE
18 CURRENTLY EFFECTIVE ARTICLES. THE INFORMATION SPECIFIED IN
19 THIS PARAGRAPH MAY BE OMITTED IN A STATEMENT OF SUMMARY OF
20 RECORD THAT IS DELIVERED TO THE DEPARTMENT CONTEMPORANEOUSLY
21 WITH AMENDED AND RESTATED ARTICLES OF THE CORPORATION FILED
22 UNDER THIS SUBPART.
23 (5) EACH NAME BY WHICH THE CORPORATION WAS KNOWN, IF
24 ANY, OTHER THAN ITS ORIGINAL NAME AND ITS CURRENT NAME, AND
25 THE DATE OR DATES ON WHICH EACH CHANGE OF NAME OF THE
26 CORPORATION BECAME EFFECTIVE.
27 (6) IN THE CASE OF ANY ENTITY BROUGHT WITHIN THE SCOPE
28 OF CHAPTER 29 (RELATING TO PROFESSIONAL CORPORATIONS) BY OR
29 PURSUANT TO SECTION 2905 (RELATING TO ELECTION OF
30 PROFESSIONAL ASSOCIATIONS TO BECOME PROFESSIONAL
19870S1200B2515 - 129 -
1 CORPORATIONS), AMENDED AND RESTATED ARTICLES OF INCORPORATION
2 WHICH SHALL INCLUDE ALL OF THE INFORMATION REQUIRED TO BE SET
3 FORTH IN RESTATED ARTICLES OF A PROFESSIONAL CORPORATION.
4 A CORPORATION SHALL BE REQUIRED TO MAKE ONLY ONE FILING UNDER
5 THIS SUBSECTION.
6 (B) VALIDATION OF PRIOR DEFECTS IN INCORPORATION.--UPON THE
7 FILING OF A STATEMENT UNDER THIS SECTION, THE CORPORATION NAMED
8 IN THE STATEMENT SHALL BE DEEMED TO BE A VALIDLY SUBSISTING
9 CORPORATION TO THE SAME EXTENT AS IF IT HAD BEEN DULY
10 INCORPORATED AND WAS EXISTING UNDER THIS SUBPART AND THE
11 DEPARTMENT SHALL SO CERTIFY REGARDLESS OF ANY ABSENCE OF OR
12 DEFECT IN THE PRIOR PROCEEDINGS RELATING TO INCORPORATION.
13 (C) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
14 STATEMENT).
15 SUBCHAPTER B
16 REVIVAL
17 SEC.
18 1341. STATEMENT OF REVIVAL.
19 § 1341. STATEMENT OF REVIVAL.
20 (A) GENERAL RULE.--ANY BUSINESS CORPORATION WHOSE CHARTER OR
21 ARTICLES HAVE BEEN FORFEITED BY PROCLAMATION OF THE GOVERNOR
22 PURSUANT TO SECTION 1704 OF THE ACT OF APRIL 9, 1929 (P.L.343,
23 NO.176), KNOWN AS THE FISCAL CODE, OR OTHERWISE, OR WHOSE
24 CORPORATE EXISTENCE HAS EXPIRED BY REASON OF ANY LIMITATION
25 CONTAINED IN ITS CHARTER OR ARTICLES AND THE FAILURE TO EFFECT A
26 TIMELY RENEWAL OR EXTENSION OF ITS CORPORATE EXISTENCE, MAY AT
27 ANY TIME BY FILING A STATEMENT OF REVIVAL PROCURE A REVIVAL OF
28 ITS CHARTER OR ARTICLES, TOGETHER WITH ALL THE RIGHTS,
29 FRANCHISES, PRIVILEGES AND IMMUNITIES AND SUBJECT TO ALL OF ITS
30 DUTIES, DEBTS AND LIABILITIES THAT HAD BEEN VESTED IN AND
19870S1200B2515 - 130 -
1 IMPOSED UPON THE CORPORATION BY ITS CHARTER OR ARTICLES AS LAST
2 IN EFFECT.
3 (B) CONTENTS OF STATEMENT.--THE STATEMENT OF REVIVAL SHALL
4 BE EXECUTED IN THE NAME OF THE FORFEITED OR EXPIRED CORPORATION
5 AND SHALL, SUBJECT TO SECTION 109 (RELATING TO NAME OF
6 COMMERCIAL REGISTERED OFFICE PROVIDER IN LIEU OF REGISTERED
7 ADDRESS), SET FORTH:
8 (1) THE NAME OF THE CORPORATION AT THE TIME ITS CHARTER
9 OR ARTICLES WERE FORFEITED OR EXPIRED AND THE ADDRESS,
10 INCLUDING STREET AND NUMBER, IF ANY, OF ITS LAST REGISTERED
11 OFFICE.
12 (2) THE STATUTE BY OR UNDER WHICH THE CORPORATION WAS
13 INCORPORATED AND THE DATE OF INCORPORATION.
14 (3) THE NAME THAT THE CORPORATION ADOPTS AS ITS NEW NAME
15 IF THE ADOPTION OF A NEW NAME IS REQUIRED BY SECTION 1304
16 (RELATING TO REQUIRED NAME CHANGES BY SENIOR CORPORATIONS).
17 (4) THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF
18 ITS REGISTERED OFFICE IN THIS COMMONWEALTH.
19 (5) A REFERENCE TO THE PROCLAMATION OR OTHER ACTION BY
20 WHICH ITS CHARTER OR ARTICLES WERE FORFEITED OR A REFERENCE
21 TO THE LIMITATION CONTAINED IN ITS EXPIRED CHARTER OR
22 ARTICLES.
23 (6) A STATEMENT THAT THE CORPORATE EXISTENCE OF THE
24 CORPORATION SHALL BE REVIVED.
25 (7) A STATEMENT THAT THE FILING OF THE STATEMENT OF
26 REVIVAL HAS BEEN AUTHORIZED BY THE CORPORATION. EVERY
27 FORFEITED OR EXPIRED CORPORATION MAY ACT BY ITS LAST
28 DIRECTORS OR MAY ELECT DIRECTORS AND OFFICERS IN THE MANNER
29 PROVIDED BY THIS SUBPART FOR THE LIMITED PURPOSE OF EFFECTING
30 A FILING UNDER THIS SECTION.
19870S1200B2515 - 131 -
1 (C) FILING AND EFFECT.--THE STATEMENT OF REVIVAL AND, IN THE
2 CASE OF A FORFEITED CORPORATION, THE CLEARANCE CERTIFICATES
3 REQUIRED BY SECTION 139 (RELATING TO TAX CLEARANCE OF CERTAIN
4 FUNDAMENTAL TRANSACTIONS) SHALL BE FILED IN THE DEPARTMENT OF
5 STATE. UPON THE FILING OF THE STATEMENT OF REVIVAL, THE
6 CORPORATION SHALL BE REVIVED WITH THE SAME EFFECT AS IF ITS
7 CHARTER OR ARTICLES HAD NOT BEEN FORFEITED OR EXPIRED BY
8 LIMITATION. THE REVIVAL SHALL VALIDATE ALL CONTRACTS AND OTHER
9 TRANSACTIONS MADE AND EFFECTED WITHIN THE SCOPE OF THE ARTICLES
10 OF THE CORPORATION BY ITS REPRESENTATIVES DURING THE TIME WHEN
11 ITS CHARTER OR ARTICLES WERE FORFEITED OR EXPIRED TO THE SAME
12 EFFECT AS IF ITS CHARTER OR ARTICLES HAD NOT BEEN FORFEITED OR
13 EXPIRED.
14 (D) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
15 STATEMENT).
16 CHAPTER 15
17 CORPORATE POWERS, DUTIES AND SAFEGUARDS
18 SUBCHAPTER
19 A. GENERAL PROVISIONS
20 B. SHARES AND OTHER SECURITIES
21 C. CORPORATE FINANCE
22 D. DISSENTERS RIGHTS
23 SUBCHAPTER A
24 GENERAL PROVISIONS
25 SEC.
26 1501. CORPORATE CAPACITY.
27 1502. GENERAL POWERS.
28 1503. DEFENSE OF ULTRA VIRES.
29 1504. ADOPTION, AMENDMENT AND CONTENTS OF BYLAWS.
30 1505. PERSONS BOUND BY BYLAWS.
19870S1200B2515 - 132 -
1 1506. FORM OF EXECUTION OF INSTRUMENTS.
2 1507. REGISTERED OFFICE.
3 1508. CORPORATE RECORDS; INSPECTION.
4 1509. BYLAWS AND OTHER POWERS IN EMERGENCY.
5 1510. USURY NOT A DEFENSE.
6 1511. ADDITIONAL POWERS OF CERTAIN PUBLIC UTILITY CORPORATIONS.
7 § 1501. CORPORATE CAPACITY.
8 EXCEPT AS PROVIDED IN SECTION 103 (RELATING TO SUBORDINATION
9 OF TITLE TO REGULATORY LAWS), A BUSINESS CORPORATION SHALL HAVE
10 THE LEGAL CAPACITY OF NATURAL PERSONS TO ACT.
11 § 1502. GENERAL POWERS.
12 (A) GENERAL RULE.--SUBJECT TO THE LIMITATIONS AND
13 RESTRICTIONS IMPOSED BY STATUTE OR CONTAINED IN ITS ARTICLES,
14 EVERY BUSINESS CORPORATION SHALL HAVE POWER:
15 (1) TO HAVE PERPETUAL SUCCESSION BY ITS CORPORATE NAME
16 UNLESS A LIMITED PERIOD OF DURATION IS SPECIFIED IN ITS
17 ARTICLES, SUBJECT TO THE POWER OF THE ATTORNEY GENERAL UNDER
18 SECTION 503 (RELATING TO ACTIONS TO REVOKE CORPORATE
19 FRANCHISES) AND TO THE POWER OF THE GENERAL ASSEMBLY UNDER
20 THE CONSTITUTION OF PENNSYLVANIA.
21 (2) TO SUE AND BE SUED, COMPLAIN AND DEFEND AND
22 PARTICIPATE AS A PARTY OR OTHERWISE IN ANY JUDICIAL,
23 ADMINISTRATIVE, ARBITRATIVE OR OTHER PROCEEDING IN ITS
24 CORPORATE NAME.
25 (3) TO HAVE A CORPORATE SEAL, WHICH MAY BE ALTERED AT
26 PLEASURE, AND TO USE THE SEAL BY CAUSING IT OR A FACSIMILE
27 THEREOF TO BE IMPRESSED OR AFFIXED OR IN ANY OTHER MANNER
28 REPRODUCED.
29 (4) TO ACQUIRE, OWN AND UTILIZE ANY REAL OR PERSONAL
30 PROPERTY, OR ANY INTEREST THEREIN, WHEREVER SITUATED.
19870S1200B2515 - 133 -
1 (5) TO SELL, CONVEY, MORTGAGE, PLEDGE, LEASE, EXCHANGE
2 OR OTHERWISE DISPOSE OF ALL OR ANY PART OF ITS PROPERTY AND
3 ASSETS, OR ANY INTEREST THEREIN, WHEREVER SITUATED.
4 (6) TO GUARANTEE, BECOME SURETY FOR, ACQUIRE, OWN AND
5 DISPOSE OF OBLIGATIONS, CAPITAL STOCK AND OTHER SECURITIES.
6 (7) TO BORROW MONEY, ISSUE OR INCUR ITS OBLIGATIONS AND
7 SECURE ANY OF ITS OBLIGATIONS BY MORTGAGE ON OR PLEDGE OF OR
8 SECURITY INTEREST IN ALL OR ANY PART OF ITS PROPERTY AND
9 ASSETS, WHEREVER SITUATED, FRANCHISES OR INCOME, OR ANY
10 INTEREST THEREIN.
11 (8) TO INVEST ITS FUNDS, LEND MONEY AND TAKE AND HOLD
12 REAL AND PERSONAL PROPERTY AS SECURITY FOR THE REPAYMENT OF
13 FUNDS SO INVESTED OR LOANED.
14 (9) TO MAKE CONTRIBUTIONS AND DONATIONS.
15 (10) TO USE ABBREVIATIONS, WORDS, LOGOS OR SYMBOLS UPON
16 THE RECORDS OF THE CORPORATION, AND IN CONNECTION WITH THE
17 REGISTRATION OF, AND INSCRIPTION OF OWNERSHIP OR ENTITLEMENT
18 ON, CERTIFICATES EVIDENCING SHARES IN OR OTHER SECURITIES OR
19 OBLIGATIONS OF THE CORPORATION, OR UPON ANY NOTICE SUCH AS
20 THE NOTICE PROVIDED BY SECTION 1528(F) (RELATING TO
21 UNCERTIFICATED SHARES), AND UPON CHECKS, PROXIES, NOTICES AND
22 OTHER INSTRUMENTS AND DOCUMENTS RELATING TO THE FOREGOING,
23 WHICH ABBREVIATIONS, WORDS, LOGOS OR SYMBOLS SHALL HAVE THE
24 SAME FORCE AND EFFECT AS THOUGH THE RESPECTIVE WORDS AND
25 PHRASES FOR WHICH THEY STAND WERE SET FORTH IN FULL FOR THE
26 PURPOSES OF ALL STATUTES OF THIS COMMONWEALTH AND ALL OTHER
27 PURPOSES.
28 (11) TO BE A PROMOTER, PARTNER, MEMBER, ASSOCIATE OR
29 MANAGER OF ANY PARTNERSHIP, ENTERPRISE OR VENTURE OR IN ANY
30 TRANSACTION, UNDERTAKING OR ARRANGEMENT THAT THE CORPORATION
19870S1200B2515 - 134 -
1 WOULD HAVE POWER TO CONDUCT ITSELF, WHETHER OR NOT ITS
2 PARTICIPATION INVOLVES SHARING OR DELEGATION OF CONTROL WITH
3 OR TO OTHERS.
4 (12) TO TRANSACT ANY LAWFUL BUSINESS THAT THE BOARD OF
5 DIRECTORS FINDS WILL AID GOVERNMENTAL POLICY.
6 (13) TO CONTINUE THE SALARIES OF SUCH OF ITS EMPLOYEES
7 AS MAY BE SERVING IN THE ACTIVE OR RESERVE ARMED FORCES OF
8 THE UNITED STATES, OR IN THE NATIONAL GUARD OR IN ANY OTHER
9 ORGANIZATION ESTABLISHED FOR THE PROTECTION OF THE LIVES AND
10 PROPERTY OF CITIZENS OF THIS COMMONWEALTH OR THE UNITED
11 STATES, DURING THE TERM OF THAT SERVICE OR DURING SUCH PART
12 THEREOF AS THE EMPLOYEES, BY REASON OF THAT SERVICE, MAY BE
13 UNABLE TO PERFORM THEIR DUTIES AS EMPLOYEES OF THE
14 CORPORATION.
15 (14) TO PAY PENSIONS AND ESTABLISH PENSION PLANS,
16 PENSION TRUSTS, PROFIT SHARING PLANS, SHARE BONUS PLANS,
17 SHARE OPTION PLANS, INCENTIVE AND DEFERRED COMPENSATION PLANS
18 AND OTHER PLANS OR TRUSTS FOR ANY OR ALL OF ITS PRESENT OR
19 FORMER REPRESENTATIVES AND, AFTER THEIR DEATH, TO GRANT
20 ALLOWANCES OR PENSIONS TO THEIR DEPENDENTS OR BENEFICIARIES,
21 WHETHER OR NOT THE GRANT WAS MADE DURING THEIR LIFETIME.
22 (15) TO CONDUCT ITS BUSINESS, CARRY ON ITS OPERATIONS,
23 HAVE OFFICES AND EXERCISE THE POWERS GRANTED BY THIS SUBPART
24 OR ANY OTHER PROVISION OF LAW IN ANY JURISDICTION WITHIN OR
25 WITHOUT THE UNITED STATES.
26 (16) TO ELECT OR APPOINT AND REMOVE OFFICERS, EMPLOYEES
27 AND AGENTS OF THE CORPORATION, DEFINE THEIR DUTIES, FIX THEIR
28 COMPENSATION AND THE COMPENSATION OF DIRECTORS, TO LEND ANY
29 OF THE FOREGOING MONEY AND CREDIT AND TO PAY BONUSES OR OTHER
30 ADDITIONAL COMPENSATION TO ANY OF THE FOREGOING FOR PAST
19870S1200B2515 - 135 -
1 SERVICES.
2 (17) TO ENTER INTO ANY OBLIGATION APPROPRIATE FOR THE
3 TRANSACTION OF ITS AFFAIRS, INCLUDING CONTRACTS OR OTHER
4 AGREEMENTS WITH ITS SHAREHOLDERS.
5 (18) TO ACCEPT, REJECT, RESPOND TO OR TAKE NO ACTION IN
6 RESPECT OF AN ACTUAL OR PROPOSED ACQUISITION, DIVESTITURE,
7 TENDER OFFER, TAKEOVER OR OTHER FUNDAMENTAL CHANGE UNDER
8 CHAPTER 19 (RELATING TO FUNDAMENTAL CHANGES) OR OTHERWISE.
9 (19) TO HAVE AND EXERCISE ALL OF THE POWERS AND MEANS
10 APPROPRIATE TO EFFECT THE PURPOSE OR PURPOSES FOR WHICH THE
11 CORPORATION IS INCORPORATED.
12 (20) TO HAVE AND EXERCISE ALL OTHER POWERS ENUMERATED
13 ELSEWHERE IN THIS SUBPART OR OTHERWISE VESTED BY LAW IN THE
14 CORPORATION.
15 (B) ENUMERATION UNNECESSARY.--IT SHALL NOT BE NECESSARY TO
16 SET FORTH IN THE ARTICLES OF THE CORPORATION THE POWERS
17 ENUMERATED IN SUBSECTION (A).
18 (C) BOARD TO EXERCISE.--SEE SECTION 1721 (RELATING TO BOARD
19 OF DIRECTORS).
20 § 1503. DEFENSE OF ULTRA VIRES.
21 (A) GENERAL RULE.--A LIMITATION UPON THE BUSINESS, PURPOSES
22 OR POWERS OF A BUSINESS CORPORATION, EXPRESSED OR IMPLIED IN ITS
23 ARTICLES OR BYLAWS OR IMPLIED BY LAW, SHALL NOT BE ASSERTED IN
24 ORDER TO DEFEND ANY ACTION AT LAW OR IN EQUITY BETWEEN THE
25 CORPORATION AND A THIRD PERSON, OR BETWEEN A SHAREHOLDER AND A
26 THIRD PERSON, INVOLVING ANY CONTRACT TO WHICH THE CORPORATION IS
27 A PARTY OR ANY RIGHT OF PROPERTY OR ANY ALLEGED LIABILITY OF
28 WHATEVER NATURE, BUT THE LIMITATION MAY BE ASSERTED:
29 (1) IN AN ACTION BY A SHAREHOLDER AGAINST THE
30 CORPORATION TO ENJOIN THE DOING OF UNAUTHORIZED ACTS OR THE
19870S1200B2515 - 136 -
1 TRANSACTION OR CONTINUATION OF UNAUTHORIZED BUSINESS. IF THE
2 UNAUTHORIZED ACTS OR BUSINESS SOUGHT TO BE ENJOINED ARE BEING
3 TRANSACTED PURSUANT TO ANY CONTRACT TO WHICH THE CORPORATION
4 IS A PARTY, THE COURT MAY, IF ALL OF THE PARTIES TO THE
5 CONTRACT ARE PARTIES TO THE ACTION AND IF IT DEEMS THE RESULT
6 TO BE EQUITABLE, SET ASIDE AND ENJOIN THE PERFORMANCE OF THE
7 CONTRACT, AND IN SO DOING SHALL ALLOW TO THE CORPORATION, OR
8 TO THE OTHER PARTIES TO THE CONTRACT, AS THE CASE MAY BE,
9 SUCH COMPENSATION AS MAY BE APPROPRIATE FOR THE LOSS OR
10 DAMAGE SUSTAINED BY ANY OF THEM FROM THE ACTION OF THE COURT
11 IN SETTING ASIDE AND ENJOINING THE PERFORMANCE OF THE
12 CONTRACT, BUT ANTICIPATED PROFITS TO BE DERIVED FROM THE
13 PERFORMANCE OF THE CONTRACT SHALL NOT BE AWARDED BY THE COURT
14 AS A LOSS OR DAMAGE SUSTAINED.
15 (2) IN ANY ACTION BY OR IN THE RIGHT OF THE CORPORATION
16 TO PROCURE A JUDGMENT IN ITS FAVOR AGAINST AN INCUMBENT OR
17 FORMER OFFICER OR DIRECTOR OF THE CORPORATION FOR LOSS OR
18 DAMAGE DUE TO HIS UNAUTHORIZED ACTS.
19 (3) IN A PROCEEDING BY THE COMMONWEALTH UNDER SECTION
20 503 (RELATING TO ACTIONS TO REVOKE CORPORATE FRANCHISES) OR
21 IN A PROCEEDING BY THE COMMONWEALTH TO ENJOIN THE CORPORATION
22 FROM THE DOING OF UNAUTHORIZED OR UNLAWFUL BUSINESS.
23 (B) CONVEYANCES OF PROPERTY BY OR TO A CORPORATION.--A
24 CONVEYANCE OR TRANSFER BY OR TO A BUSINESS CORPORATION OF
25 PROPERTY, REAL OR PERSONAL, OF ANY KIND OR DESCRIPTION, SHALL
26 NOT BE INVALID OR FAIL BECAUSE IN MAKING THE CONVEYANCE OR
27 TRANSFER, OR IN ACQUIRING THE PROPERTY, REAL OR PERSONAL, ANY
28 REPRESENTATIVE OF THE CORPORATION ACTING WITHIN THE SCOPE OF THE
29 ACTUAL OR APPARENT AUTHORITY GIVEN TO HIM BY THE CORPORATION HAS
30 EXCEEDED ANY OF THE PURPOSES OR POWERS OF THE CORPORATION.
19870S1200B2515 - 137 -
1 (C) CROSS REFERENCE.--SEE SECTION 4146 (RELATING TO
2 PROVISIONS APPLICABLE TO ALL FOREIGN CORPORATIONS).
3 § 1504. ADOPTION, AMENDMENT AND CONTENTS OF BYLAWS.
4 (A) GENERAL RULE.--EXCEPT AS OTHERWISE PROVIDED IN THIS
5 SUBPART, THE SHAREHOLDERS ENTITLED TO VOTE SHALL HAVE THE POWER
6 TO ADOPT, AMEND AND REPEAL THE BYLAWS OF A BUSINESS CORPORATION.
7 EXCEPT AS PROVIDED IN SUBSECTION (B), THE AUTHORITY TO ADOPT,
8 AMEND AND REPEAL BYLAWS MAY BE EXPRESSLY VESTED BY THE BYLAWS IN
9 THE BOARD OF DIRECTORS, SUBJECT TO THE POWER OF THE SHAREHOLDERS
10 TO CHANGE SUCH ACTION. THE BYLAWS MAY CONTAIN ANY PROVISIONS FOR
11 MANAGING THE BUSINESS AND REGULATING THE AFFAIRS OF THE
12 CORPORATION NOT INCONSISTENT WITH LAW OR THE ARTICLES. IN THE
13 CASE OF A MEETING OF SHAREHOLDERS, WRITTEN NOTICE SHALL BE GIVEN
14 TO EACH SHAREHOLDER THAT THE PURPOSE, OR ONE OF THE PURPOSES, OF
15 A MEETING IS TO CONSIDER THE ADOPTION, AMENDMENT OR REPEAL OF
16 THE BYLAWS. THERE SHALL BE INCLUDED IN, OR ENCLOSED WITH, THE
17 NOTICE A COPY OF THE PROPOSED AMENDMENT OR A SUMMARY OF THE
18 CHANGES TO BE EFFECTED THEREBY. ANY CHANGE IN THE BYLAWS SHALL
19 TAKE EFFECT WHEN ADOPTED UNLESS OTHERWISE PROVIDED IN THE
20 RESOLUTION EFFECTING THE CHANGE.
21 (B) EXCEPTION.--EXCEPT AS PROVIDED IN SECTION 1310(A)
22 (RELATING TO ORGANIZATION MEETING), THE BOARD OF DIRECTORS SHALL
23 NOT HAVE THE AUTHORITY TO ADOPT OR CHANGE A BYLAW ON ANY SUBJECT
24 THAT IS COMMITTED EXPRESSLY TO THE SHAREHOLDERS BY ANY OF THE
25 PROVISIONS OF THIS SUBPART. SEE:
26 SECTION 1521 (RELATING TO AUTHORIZED SHARES).
27 SECTION 1721 (RELATING TO BOARD OF DIRECTORS).
28 SECTION 1726 (RELATING TO REMOVAL OF DIRECTORS).
29 SECTION 1729 (RELATING TO VOTING RIGHTS OF DIRECTORS).
30 SECTION 1756 (RELATING TO QUORUM).
19870S1200B2515 - 138 -
1 SECTION 1757 (RELATING TO ACTION BY SHAREHOLDERS).
2 SECTION 1765 (RELATING TO JUDGES OF ELECTION).
3 SECTION 2105 (RELATING TO TERMINATION OF NONSTOCK
4 CORPORATION STATUS).
5 SECTION 2122 (RELATING TO CLASSES OF MEMBERSHIP).
6 SECTION 2124 (RELATING TO VOTING RIGHTS OF MEMBERS).
7 SECTION 2302 (RELATING TO DEFINITION OF MINIMUM VOTE).
8 SECTION 2321 (RELATING TO SHARES).
9 SECTION 2322 (RELATING TO SHARE TRANSFER RESTRICTIONS).
10 SECTION 2325 (RELATING TO SALE OPTION OF ESTATE OF
11 SHAREHOLDER).
12 SECTION 2332 (RELATING TO MANAGEMENT BY SHAREHOLDERS).
13 SECTION 2334 (RELATING TO APPOINTMENT OF PROVISIONAL
14 DIRECTOR IN CERTAIN CASES).
15 SECTION 2337 (RELATING TO OPTION OF SHAREHOLDER TO
16 DISSOLVE CORPORATION).
17 SECTION 2923 (RELATING TO ISSUANCE AND RETENTION OF
18 SHARES).
19 (C) BYLAW PROVISIONS IN ARTICLES.--WHERE ANY PROVISION OF
20 THIS SUBPART OR ANY OTHER PROVISION OF LAW REFERS TO A RULE AS
21 SET FORTH IN THE BYLAWS OF A CORPORATION, THE REFERENCE SHALL BE
22 CONSTRUED TO INCLUDE AND BE SATISFIED BY ANY RULE ON THE SAME
23 SUBJECT AS SET FORTH IN THE ARTICLES OF THE CORPORATION.
24 (D) AMENDMENT OF VOTING PROVISIONS.--A PROVISION IN THE
25 BYLAWS THAT REQUIRES A SPECIFIC NUMBER OR PERCENTAGE OF VOTES
26 FOR THE TAKING OF ANY ACTION BY THE SHAREHOLDERS OR A CLASS OF
27 SHAREHOLDERS MAY, UNLESS OTHERWISE PROVIDED IN A BYLAW ADOPTED
28 BY THE SHAREHOLDERS, BE AMENDED OR REPEALED IN THE SAME MANNER
29 AND BY THE SAME VOTE AS IS REQUIRED TO AMEND OR REPEAL ANY OTHER
30 PROVISION IN THE BYLAWS.
19870S1200B2515 - 139 -
1 § 1505. PERSONS BOUND BY BYLAWS.
2 EXCEPT AS OTHERWISE PROVIDED BY SECTION 512 (RELATING TO <--
3 PERSONAL LIABILITY OF DIRECTORS) OR 1721(E) (RELATING TO
4 PERSONAL LIABILITY OF DIRECTORS), OR 42 PA.C.S. § 8364 (RELATING
5 TO PERSONAL LIABILITY OF DIRECTORS) OR ANY SIMILAR PROVISION OF
6 LAW, THE BYLAWS OF A BUSINESS CORPORATION SHALL OPERATE ONLY AS
7 REGULATIONS AMONG THE SHAREHOLDERS OF THE CORPORATION AND SHALL
8 NOT AFFECT CONTRACTS OR OTHER DEALINGS WITH OTHER PERSONS UNLESS
9 THOSE PERSONS HAVE ACTUAL KNOWLEDGE OF THE BYLAWS.
10 § 1506. FORM OF EXECUTION OF INSTRUMENTS.
11 (A) GENERAL RULE.--ANY FORM OF EXECUTION PROVIDED IN THE
12 ARTICLES OR BYLAWS TO THE CONTRARY NOTWITHSTANDING, ANY NOTE,
13 MORTGAGE, EVIDENCE OF INDEBTEDNESS, CONTRACT OR OTHER DOCUMENT,
14 OR ANY ASSIGNMENT OR ENDORSEMENT THEREOF, EXECUTED OR ENTERED
15 INTO BETWEEN ANY BUSINESS CORPORATION AND ANY OTHER PERSON, WHEN
16 SIGNED BY ONE OR MORE OFFICERS OR AGENTS HAVING ACTUAL OR
17 APPARENT AUTHORITY TO SIGN IT, OR BY THE PRESIDENT OR VICE
18 PRESIDENT AND SECRETARY OR ASSISTANT SECRETARY OR TREASURER OR
19 ASSISTANT TREASURER OF THE CORPORATION, SHALL BE HELD TO HAVE
20 BEEN PROPERLY EXECUTED FOR AND IN BEHALF OF THE CORPORATION.
21 (B) SEAL UNNECESSARY.--THE AFFIXATION OF THE CORPORATE SEAL
22 SHALL NOT BE NECESSARY TO THE VALID EXECUTION, ASSIGNMENT OR
23 ENDORSEMENT BY A CORPORATION OF ANY INSTRUMENT OR OTHER
24 DOCUMENT.
25 (C) CROSS REFERENCE.--SEE SECTION 4146 (RELATING TO
26 PROVISIONS APPLICABLE TO ALL FOREIGN CORPORATIONS).
27 § 1507. REGISTERED OFFICE.
28 (A) GENERAL RULE.--EVERY BUSINESS CORPORATION SHALL HAVE AND
29 CONTINUOUSLY MAINTAIN IN THIS COMMONWEALTH A REGISTERED OFFICE
30 WHICH MAY, BUT NEED NOT, BE THE SAME AS ITS PLACE OF BUSINESS.
19870S1200B2515 - 140 -
1 (B) STATEMENT OF CHANGE OF REGISTERED OFFICE.--AFTER
2 INCORPORATION, A CHANGE OF THE LOCATION OF THE REGISTERED OFFICE
3 MAY BE AUTHORIZED AT ANY TIME BY THE BOARD OF DIRECTORS. BEFORE
4 THE CHANGE OF LOCATION BECOMES EFFECTIVE, THE CORPORATION EITHER
5 SHALL AMEND ITS ARTICLES UNDER THE PROVISIONS OF THIS SUBPART TO
6 REFLECT THE CHANGE IN LOCATION OR SHALL FILE IN THE DEPARTMENT
7 OF STATE A STATEMENT OF CHANGE OF REGISTERED OFFICE EXECUTED BY
8 THE CORPORATION SETTING FORTH:
9 (1) THE NAME OF THE CORPORATION.
10 (2) THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF
11 ITS THEN REGISTERED OFFICE.
12 (3) THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, TO
13 WHICH THE REGISTERED OFFICE IS TO BE CHANGED.
14 (4) A STATEMENT THAT THE CHANGE WAS AUTHORIZED BY THE
15 BOARD OF DIRECTORS.
16 (C) ALTERNATIVE PROCEDURE.--A CORPORATION MAY SATISFY THE
17 REQUIREMENTS OF THIS SUBPART CONCERNING THE MAINTENANCE OF A
18 REGISTERED OFFICE IN THIS COMMONWEALTH BY SETTING FORTH IN ANY
19 DOCUMENT FILED IN THE DEPARTMENT UNDER ANY PROVISION OF THIS
20 SUBPART THAT PERMITS OR REQUIRES THE STATEMENT OF THE ADDRESS OF
21 ITS THEN REGISTERED OFFICE, IN LIEU OF THAT ADDRESS, THE
22 STATEMENT AUTHORIZED BY SECTION 109(A) (RELATING TO NAME OF
23 COMMERCIAL REGISTERED OFFICE PROVIDER IN LIEU OF REGISTERED
24 ADDRESS).
25 (D) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
26 STATEMENT).
27 § 1508. CORPORATE RECORDS; INSPECTION.
28 (A) REQUIRED RECORDS.--EVERY BUSINESS CORPORATION SHALL KEEP
29 COMPLETE AND ACCURATE BOOKS AND RECORDS OF ACCOUNT, MINUTES OF
30 THE PROCEEDINGS OF THE INCORPORATORS, SHAREHOLDERS AND DIRECTORS
19870S1200B2515 - 141 -
1 AND A SHARE REGISTER GIVING THE NAMES AND ADDRESSES OF ALL
2 SHAREHOLDERS AND THE NUMBER AND CLASS OF SHARES HELD BY EACH.
3 THE SHARE REGISTER SHALL BE KEPT AT EITHER THE REGISTERED OFFICE
4 OF THE CORPORATION IN THIS COMMONWEALTH OR AT ITS PRINCIPAL
5 PLACE OF BUSINESS WHEREVER SITUATED OR AT THE OFFICE OF ITS
6 REGISTRAR OR TRANSFER AGENT. ANY BOOKS, MINUTES OR OTHER RECORDS
7 MAY BE IN WRITTEN FORM OR ANY OTHER FORM CAPABLE OF BEING
8 CONVERTED INTO WRITTEN FORM WITHIN A REASONABLE TIME.
9 (B) RIGHT OF INSPECTION.--EVERY SHAREHOLDER SHALL, UPON
10 WRITTEN VERIFIED DEMAND STATING THE PURPOSE THEREOF, HAVE A
11 RIGHT TO EXAMINE, IN PERSON OR BY AGENT OR ATTORNEY, DURING THE
12 USUAL HOURS FOR BUSINESS FOR ANY PROPER PURPOSE, THE SHARE
13 REGISTER, BOOKS AND RECORDS OF ACCOUNT, AND RECORDS OF THE
14 PROCEEDINGS OF THE INCORPORATORS, SHAREHOLDERS AND DIRECTORS AND
15 TO MAKE COPIES OR EXTRACTS THEREFROM. A PROPER PURPOSE SHALL
16 MEAN A PURPOSE REASONABLY RELATED TO THE INTEREST OF THE PERSON
17 AS A SHAREHOLDER. IN EVERY INSTANCE WHERE AN ATTORNEY OR OTHER
18 AGENT IS THE PERSON WHO SEEKS THE RIGHT OF INSPECTION, THE
19 DEMAND SHALL BE ACCOMPANIED BY A VERIFIED POWER OF ATTORNEY OR
20 OTHER WRITING THAT AUTHORIZES THE ATTORNEY OR OTHER AGENT TO SO
21 ACT ON BEHALF OF THE SHAREHOLDER. THE DEMAND SHALL BE DIRECTED
22 TO THE CORPORATION AT ITS REGISTERED OFFICE IN THIS COMMONWEALTH
23 OR AT ITS PRINCIPAL PLACE OF BUSINESS WHEREVER SITUATED.
24 (C) PROCEEDINGS FOR THE ENFORCEMENT OF INSPECTION.--IF THE
25 CORPORATION, OR AN OFFICER OR AGENT THEREOF, REFUSES TO PERMIT
26 AN INSPECTION SOUGHT BY A SHAREHOLDER OR ATTORNEY OR OTHER AGENT
27 ACTING FOR THE SHAREHOLDER PURSUANT TO SUBSECTION (B) OR DOES
28 NOT REPLY TO THE DEMAND WITHIN FIVE BUSINESS DAYS AFTER THE
29 DEMAND HAS BEEN MADE, THE SHAREHOLDER MAY APPLY TO THE COURT FOR
30 AN ORDER TO COMPEL THE INSPECTION. THE COURT SHALL DETERMINE
19870S1200B2515 - 142 -
1 WHETHER OR NOT THE PERSON SEEKING INSPECTION IS ENTITLED TO THE
2 INSPECTION SOUGHT. THE COURT MAY SUMMARILY ORDER THE CORPORATION
3 TO PERMIT THE SHAREHOLDER TO INSPECT THE SHARE REGISTER AND THE
4 OTHER BOOKS AND RECORDS OF THE CORPORATION AND TO MAKE COPIES OR
5 EXTRACTS THEREFROM OR THE COURT MAY ORDER THE CORPORATION TO
6 FURNISH TO THE SHAREHOLDER A LIST OF ITS SHAREHOLDERS AS OF A
7 SPECIFIC DATE ON CONDITION THAT THE SHAREHOLDER FIRST PAY TO THE
8 CORPORATION THE REASONABLE COST OF OBTAINING AND FURNISHING THE
9 LIST AND ON SUCH OTHER CONDITIONS AS THE COURT DEEMS
10 APPROPRIATE. WHERE THE SHAREHOLDER SEEKS TO INSPECT THE BOOKS
11 AND RECORDS OF THE CORPORATION, OTHER THAN ITS SHARE REGISTER OR
12 LIST OF SHAREHOLDERS, HE SHALL FIRST ESTABLISH:
13 (1) THAT HE HAS COMPLIED WITH THE PROVISIONS OF THIS
14 SECTION RESPECTING THE FORM AND MANNER OF MAKING DEMAND FOR
15 INSPECTION OF THE DOCUMENT.
16 (2) THAT THE INSPECTION HE SEEKS IS FOR A PROPER
17 PURPOSE.
18 WHERE THE SHAREHOLDER SEEKS TO INSPECT THE SHARE REGISTER OR
19 LIST OF SHAREHOLDERS OF THE CORPORATION AND HE HAS COMPLIED WITH
20 THE PROVISIONS OF THIS SECTION RESPECTING THE FORM AND MANNER OF
21 MAKING DEMAND FOR INSPECTION OF THE DOCUMENTS, THE BURDEN OF
22 PROOF SHALL BE UPON THE CORPORATION TO ESTABLISH THAT THE
23 INSPECTION HE SEEKS IS FOR AN IMPROPER PURPOSE. THE COURT MAY,
24 IN ITS DISCRETION, PRESCRIBE ANY LIMITATIONS OR CONDITIONS WITH
25 REFERENCE TO THE INSPECTION OR AWARD SUCH OTHER OR FURTHER
26 RELIEF AS THE COURT DEEMS JUST AND PROPER. THE COURT MAY ORDER
27 BOOKS, DOCUMENTS AND RECORDS, PERTINENT EXTRACTS THEREFROM, OR
28 DULY AUTHENTICATED COPIES THEREOF, TO BE BROUGHT INTO THIS
29 COMMONWEALTH AND KEPT IN THIS COMMONWEALTH UPON SUCH TERMS AND
30 CONDITIONS AS THE ORDER MAY PRESCRIBE.
19870S1200B2515 - 143 -
1 (D) CROSS REFERENCE.--SEE SECTION 4145 (RELATING TO <--
2 APPLICABILITY OF CERTAIN SAFEGUARDS TO FOREIGN DOMICILIARY
3 CORPORATIONS).
4 § 1509. BYLAWS AND OTHER POWERS IN EMERGENCY.
5 (A) GENERAL RULE.--EXCEPT AS OTHERWISE RESTRICTED IN THE
6 BYLAWS, THE BOARD OF DIRECTORS OF ANY BUSINESS CORPORATION MAY
7 ADOPT EMERGENCY BYLAWS, SUBJECT TO REPEAL OR CHANGE BY ACTION OF
8 THE SHAREHOLDERS, WHICH SHALL, NOTWITHSTANDING ANY DIFFERENT
9 PROVISIONS OF LAW OR OF THE ARTICLES OR BYLAWS, BE EFFECTIVE
10 DURING ANY EMERGENCY RESULTING FROM AN ATTACK ON THE UNITED
11 STATES, A NUCLEAR DISASTER OR ANOTHER CATASTROPHE AS A RESULT OF
12 WHICH A QUORUM OF THE BOARD CANNOT READILY BE ASSEMBLED. THE
13 EMERGENCY BYLAWS MAY MAKE ANY PROVISION THAT MAY BE APPROPRIATE
14 FOR THE CIRCUMSTANCES OF THE EMERGENCY INCLUDING:
15 (1) PROCEDURES FOR CALLING MEETINGS OF THE BOARD.
16 (2) QUORUM REQUIREMENTS FOR MEETINGS.
17 (3) PROCEDURES FOR DESIGNATING ADDITIONAL OR SUBSTITUTE
18 DIRECTORS.
19 (B) LINES OF SUCCESSION; HEAD OFFICE.--THE BOARD OF
20 DIRECTORS, EITHER BEFORE OR DURING ANY EMERGENCY, MAY PROVIDE,
21 AND FROM TIME TO TIME MODIFY, LINES OF SUCCESSION IN THE EVENT
22 THAT DURING THE EMERGENCY ANY OR ALL OFFICERS OR AGENTS OF THE
23 CORPORATION SHALL FOR ANY REASON BE RENDERED INCAPABLE OF
24 DISCHARGING THEIR DUTIES AND MAY, EFFECTIVE IN THE EMERGENCY,
25 CHANGE THE HEAD OFFICES OR DESIGNATE SEVERAL ALTERNATIVE HEAD
26 OFFICES OR REGIONAL OFFICES OF THE CORPORATION OR AUTHORIZE THE
27 OFFICERS TO DO SO.
28 (C) PERSONNEL NOT LIABLE.--A REPRESENTATIVE OF THE
29 CORPORATION:
30 (1) ACTING IN ACCORDANCE WITH ANY EMERGENCY BYLAWS SHALL
19870S1200B2515 - 144 -
1 NOT BE LIABLE EXCEPT FOR WILLFUL MISCONDUCT.
2 (2) SHALL NOT BE LIABLE FOR ANY ACTION TAKEN BY HIM IN
3 GOOD FAITH IN AN EMERGENCY IN FURTHERANCE OF THE ORDINARY
4 BUSINESS AFFAIRS OF THE CORPORATION EVEN THOUGH NOT
5 AUTHORIZED BY THE EMERGENCY OR OTHER BYLAWS THEN IN EFFECT.
6 (D) EFFECT ON REGULAR BYLAWS.--TO THE EXTENT NOT
7 INCONSISTENT WITH ANY EMERGENCY BYLAWS SO ADOPTED, THE BYLAWS OF
8 THE CORPORATION SHALL REMAIN IN EFFECT DURING ANY EMERGENCY AND,
9 UPON ITS TERMINATION, THE EMERGENCY BYLAWS SHALL CEASE TO BE
10 EFFECTIVE.
11 (E) PROCEDURE IN ABSENCE OF EMERGENCY BYLAWS.--UNLESS
12 OTHERWISE PROVIDED IN EMERGENCY BYLAWS, NOTICE OF ANY MEETING OF
13 THE BOARD OF DIRECTORS DURING AN EMERGENCY SHALL BE GIVEN ONLY
14 TO THOSE DIRECTORS IT IS FEASIBLE TO REACH AT THE TIME AND BY
15 SUCH MEANS AS ARE FEASIBLE AT THE TIME, INCLUDING PUBLICATION,
16 RADIO OR TELEVISION. TO THE EXTENT REQUIRED TO CONSTITUTE A
17 QUORUM AT ANY MEETING OF THE BOARD OF DIRECTORS DURING ANY
18 EMERGENCY, THE OFFICERS OF THE CORPORATION WHO ARE PRESENT
19 SHALL, UNLESS OTHERWISE PROVIDED IN EMERGENCY BYLAWS, BE DEEMED,
20 IN ORDER OF RANK AND WITHIN THE SAME RANK IN ORDER OF SENIORITY,
21 DIRECTORS FOR THE MEETING.
22 § 1510. USURY NOT A DEFENSE.
23 (A) GENERAL RULE.--A BUSINESS CORPORATION SHALL NOT PLEAD OR
24 SET UP USURY, OR THE TAKING OF MORE THAN THE LAWFUL RATE OF
25 INTEREST, OR THE TAKING OF ANY FINANCE, SERVICE OR DEFAULT
26 CHARGE IN EXCESS OF ANY MAXIMUM RATE THEREFOR PROVIDED OR
27 PRESCRIBED BY LAW, AS A DEFENSE TO ANY ACTION OR PROCEEDING
28 BROUGHT AGAINST IT TO RECOVER DAMAGES ON, OR TO ENFORCE PAYMENT
29 OF, OR TO ENFORCE ANY OTHER REMEDY ON, ANY OBLIGATION EXECUTED
30 OR EFFECTED BY THE CORPORATION.
19870S1200B2515 - 145 -
1 (B) DEFINITION.--AS USED IN THIS SECTION, THE TERM
2 "OBLIGATION" INCLUDES AN INSTALLMENT SALE CONTRACT.
3 (C) CROSS REFERENCE.--SEE SECTION 4146 (RELATING TO
4 PROVISIONS APPLICABLE TO ALL FOREIGN CORPORATIONS).
5 § 1511. ADDITIONAL POWERS OF CERTAIN PUBLIC UTILITY
6 CORPORATIONS.
7 (A) GENERAL RULE.--A PUBLIC UTILITY CORPORATION SHALL, IN
8 ADDITION TO ANY OTHER POWER OF EMINENT DOMAIN CONFERRED BY ANY
9 OTHER STATUTE, HAVE THE RIGHT TO TAKE, OCCUPY AND CONDEMN
10 PROPERTY FOR ONE OR MORE OF THE FOLLOWING PRINCIPAL PURPOSES AND
11 ANCILLARY PURPOSES REASONABLY NECESSARY OR APPROPRIATE FOR THE
12 ACCOMPLISHMENT OF THE PRINCIPAL PURPOSES:
13 (1) THE TRANSPORTATION OF PASSENGERS OR PROPERTY OR BOTH
14 AS A COMMON CARRIER BY MEANS OF ELEVATED STREET RAILWAY,
15 FERRY, INCLINED PLANE RAILWAY, RAILROAD, STREET RAILWAY OR
16 UNDERGROUND STREET RAILWAY, TRACKLESS-TROLLEY OMNIBUS OR BY
17 ANY COMBINATION OF SUCH MEANS.
18 (2) THE TRANSPORTATION OF ARTIFICIAL OR NATURAL GAS,
19 ELECTRICITY, PETROLEUM OR PETROLEUM PRODUCTS OR WATER OR ANY
20 COMBINATION OF SUCH SUBSTANCES FOR THE PUBLIC.
21 (3) THE PRODUCTION, GENERATION, MANUFACTURE,
22 TRANSMISSION, STORAGE, DISTRIBUTION OR FURNISHING OF NATURAL
23 OR ARTIFICIAL GAS, ELECTRICITY, STEAM, AIR CONDITIONING OR
24 REFRIGERATING SERVICE OR ANY COMBINATION THEREOF TO OR FOR
25 THE PUBLIC.
26 (4) THE DIVERTING, DEVELOPING, PUMPING, IMPOUNDING,
27 DISTRIBUTING OR FURNISHING OF WATER FROM EITHER SURFACE OR
28 SUBSURFACE SOURCES TO OR FOR THE PUBLIC.
29 (5) THE COLLECTION, TREATMENT OR DISPOSAL OF SEWAGE FOR
30 THE PUBLIC.
19870S1200B2515 - 146 -
1 (6) THE CONVEYANCE OR TRANSMISSION OF MESSAGES OR
2 COMMUNICATIONS BY TELEPHONE OR TELEGRAPH FOR THE PUBLIC.
3 (7) THE DIVERTING, PUMPING OR IMPOUNDING OF WATER FOR
4 THE DEVELOPMENT OR FURNISHING OF HYDROELECTRIC POWER TO OR
5 FOR THE PUBLIC.
6 (8) THE TRANSPORTATION OF OXYGEN OR NITROGEN, OR BOTH,
7 BY PIPELINE OR CONDUIT FOR THE PUBLIC.
8 (B) RESTRICTIONS.--THE POWERS CONFERRED BY SUBSECTION (A)
9 SHALL NOT BE EXERCISED:
10 (1) TO CONDEMN FOR THE PURPOSE OF CONSTRUCTING ANY
11 STREET RAILWAY, TRACKLESS-TROLLEY OMNIBUS, PETROLEUM OR
12 PETROLEUM PRODUCTS TRANSPORTATION OR AERIAL ELECTRIC
13 TRANSMISSION, AERIAL TELEPHONE OR AERIAL TELEGRAPH LINES:
14 (I) ANY DWELLING HOUSE OR, EXCEPT IN THE CASE OF ANY
15 CONDEMNATION FOR PETROLEUM OR PETROLEUM PRODUCTS
16 TRANSPORTATION LINES, ANY PART OF THE REASONABLE
17 CURTILAGE OF A DWELLING HOUSE WITHIN 100 METERS THEREFROM
18 AND NOT WITHIN THE LIMITS OF ANY STREET, HIGHWAY, WATER
19 OR OTHER PUBLIC WAY OR PLACE.
20 (II) ANY PLACE OF PUBLIC WORSHIP OR BURYING GROUND.
21 (2) TO CONDEMN ANY PLACE OF PUBLIC WORSHIP OR BURYING
22 GROUND FOR THE PURPOSE OF CONSTRUCTING ANY ELEVATED STREET
23 RAILWAY, SEWER OR UNDERGROUND STREET RAILWAY LINE.
24 (C) PUBLIC UTILITY COMMISSION APPROVAL.--THE POWERS
25 CONFERRED BY SUBSECTION (A) MAY BE EXERCISED TO CONDEMN PROPERTY
26 OUTSIDE THE LIMITS OF ANY STREET, HIGHWAY, WATER OR OTHER PUBLIC
27 WAY OR PLACE FOR THE PURPOSE OF ERECTING POLES OR RUNNING WIRES
28 OR OTHER AERIAL ELECTRIC, INTRASTATE AERIAL TELEPHONE OR
29 INTRASTATE AERIAL TELEGRAPH FACILITIES ONLY AFTER THE
30 PENNSYLVANIA PUBLIC UTILITY COMMISSION, UPON APPLICATION OF THE
19870S1200B2515 - 147 -
1 PUBLIC UTILITY CORPORATION, HAS FOUND AND DETERMINED, AFTER
2 NOTICE AND OPPORTUNITY FOR HEARING, THAT THE SERVICE TO BE
3 FURNISHED BY THE CORPORATION THROUGH THE EXERCISE OF THOSE
4 POWERS IS NECESSARY OR PROPER FOR THE SERVICE, ACCOMMODATION,
5 CONVENIENCE OR SAFETY OF THE PUBLIC. THE POWER OF THE PUBLIC
6 UTILITY CORPORATION TO CONDEMN THE SUBJECT PROPERTY OR THE
7 PROCEDURE FOLLOWED BY IT SHALL NOT BE AN ISSUE IN THE COMMISSION
8 PROCEEDINGS HELD UNDER THIS SUBSECTION AND NO COURT SHALL
9 ENTERTAIN ANY PROCEEDING QUESTIONING THE JURISDICTION OF THE
10 COMMISSION UNDER THIS SUBSECTION. A FINAL ORDER OF THE
11 COMMISSION APPROVING OR DENYING AN APPLICATION UNDER THIS
12 SUBSECTION, INCLUDING AN ORDER INVOLVING A QUESTION OF
13 JURISDICTION UNDER THIS SUBSECTION, MAY BE MADE THE SUBJECT OF
14 ANY APPEAL IN THE MANNER PROVIDED OR PRESCRIBED BY LAW.
15 (D) ESTATE IN PROPERTY CONDEMNED.--THE ESTATE IN PROPERTY
16 CONDEMNED AND TAKEN BY A PUBLIC UTILITY CORPORATION SHALL BE IN
17 FEE SIMPLE ABSOLUTE UNLESS THE RESOLUTION OF CONDEMNATION
18 SPECIFIES A LESSER ESTATE. WHENEVER IT IS NECESSARY FOR ANY
19 PUBLIC UTILITY CORPORATION TO CONDEMN BY AUTHORITY OF SUBSECTION
20 (A) THE FREEHOLD IN THE SURFACE OF ANY TRACT OF PROPERTY OR THE
21 RIGHT TO THE EXCLUSIVE POSSESSION FOR ANY INDEFINITE PERIOD OF
22 THE SURFACE OF ANY TRACT OF PROPERTY, THE PUBLIC UTILITY
23 CORPORATION SHALL CONDEMN A FEE SIMPLE ABSOLUTE AND NO LESS
24 ESTATE IN THE TRACT OR THE SURFACE THEREOF.
25 (E) STREETS AND OTHER PUBLIC PLACES.--A PUBLIC UTILITY
26 CORPORATION SHALL HAVE THE RIGHT TO ENTER UPON AND OCCUPY
27 STREETS, HIGHWAYS, WATERS AND OTHER PUBLIC WAYS AND PLACES FOR
28 ONE OR MORE OF THE PRINCIPAL PURPOSES SPECIFIED IN SUBSECTION
29 (A) AND ANCILLARY PURPOSES REASONABLY NECESSARY OR APPROPRIATE
30 FOR THE ACCOMPLISHMENT OF THE PRINCIPAL PURPOSES, INCLUDING THE
19870S1200B2515 - 148 -
1 PLACEMENT, MAINTENANCE AND REMOVAL OF AERIAL, SURFACE AND
2 SUBSURFACE PUBLIC UTILITY FACILITIES THEREON OR THEREIN. BEFORE
3 ENTERING UPON ANY STREET, HIGHWAY OR OTHER PUBLIC WAY THE PUBLIC
4 UTILITY CORPORATION SHALL OBTAIN SUCH PERMITS AS MAY BE REQUIRED
5 BY LAW AND SHALL COMPLY WITH THE LAWFUL AND REASONABLE
6 REGULATIONS OF THE GOVERNMENTAL AUTHORITY HAVING RESPONSIBILITY
7 FOR THE MAINTENANCE THEREOF.
8 (F) EFFECT ON OTHER STATUTES.--SUBSECTIONS (A) THROUGH (E)
9 SHALL NOT BE CONSTRUED TO ELIMINATE THE EXEMPTION BY STATUTE OF
10 CERTAIN AGRICULTURAL OR HISTORICAL LANDS FROM LIABILITY TO
11 CONDEMNATION OR ENTRY NOR TO AFFECT OR MODIFY ANY OF THE
12 PROVISIONS OF THE ACT OF DECEMBER 19, 1984 (P.L.1140, NO.223),
13 KNOWN AS THE OIL AND GAS ACT, OR OF 66 PA.C.S. § 1104 (RELATING
14 TO CERTAIN APPROPRIATIONS BY THE RIGHT OF EMINENT DOMAIN
15 PROHIBITED) OR 2702 (RELATING TO CONSTRUCTION, RELOCATION,
16 SUSPENSION AND ABOLITION OF CROSSINGS), NOR TO PERMIT THE
17 ACQUISITION OF WATER RIGHTS, WATER OR LAND UNDERLYING THEM BY
18 ANY PUBLIC UTILITY CORPORATION THAT HAS NOT RECEIVED FROM THE
19 DEPARTMENT OF ENVIRONMENTAL RESOURCES A LIMITED POWER PERMIT,
20 LIMITED WATER SUPPLY PERMIT, ORDER OF CONFIRMATION, PERMIT FOR
21 ACQUISITION OF WATER RIGHTS OR GUBERNATORIAL EASEMENT, RIGHT-OF-
22 WAY, LICENSE OR LEASE AUTHORIZING THE ACQUISITION OR OCCUPANCY.
23 (G) PROCEDURE.--
24 (1) THE ACT OF JUNE 22, 1964 (SP.SESS., P.L.84, NO.6),
25 KNOWN AS THE EMINENT DOMAIN CODE, SHALL BE APPLICABLE TO
26 PROCEEDINGS FOR THE CONDEMNATION AND TAKING OF PROPERTY
27 CONDUCTED PURSUANT TO THIS SECTION.
28 (2) NOTWITHSTANDING PARAGRAPH (1), A PUBLIC UTILITY <--
29 CORPORATION THAT CONDEMNS FOR OCCUPATION BY ELECTRIC, GAS,
30 CORPORATION HAVING THE POWER OF EMINENT DOMAIN THAT COMDEMNS <--
19870S1200B2515 - 149 -
1 FOR OCCUPATION BY ELECTRIC, UNDERGROUND TELEPHONE OR
2 TELEGRAPH, GAS, OIL OR PETROLEUM PRODUCTS LINES USED DIRECTLY
3 OR INDIRECTLY IN FURNISHING SERVICE TO THE PUBLIC AN INTEREST
4 (OTHER THAN A FEE) FOR RIGHT-OF-WAY PURPOSES OR AN EASEMENT
5 FOR SUCH PURPOSES MAY ELECT TO PROCEED AS FOLLOWS IN LIEU OF
6 THE PROCEDURES SPECIFIED IN SECTIONS 402, 403, 405 AND 406 OF
7 THE EMINENT DOMAIN CODE:
8 (I) IF THE CORPORATION AND ANY INTERESTED PARTY
9 CANNOT AGREE ON THE AMOUNT OF DAMAGES SUSTAINED, OR IF
10 ANY INTERESTED PARTY IS AN UNINCORPORATED ASSOCIATION, OR
11 IS ABSENT, UNKNOWN, NOT OF FULL AGE OR OTHERWISE
12 INCOMPETENT OR UNAVAILABLE TO CONTRACT WITH THE
13 CORPORATION, OR IN THE CASE OF DISPUTED, DOUBTFUL OR
14 DEFECTIVE TITLE, THE CORPORATION MAY MAKE A VERIFIED
15 APPLICATION TO THE APPROPRIATE COURT FOR AN ORDER
16 DIRECTING THE FILING OF A BOND TO THE COMMONWEALTH, IN AN
17 AMOUNT AND WITH SECURITY TO BE APPROVED BY THE COURT, FOR
18 THE USE OF THE PERSON OR PERSONS WHO MAY BE FOUND TO BE
19 ENTITLED TO THE DAMAGES SUSTAINED. THE APPLICATION SHALL
20 BE ACCOMPANIED BY THE BOND AND A CERTIFIED COPY OF THE
21 RESOLUTION OF CONDEMNATION. THE RESOLUTION SHALL DESCRIBE
22 THE NATURE AND EXTENT OF THE TAKING.
23 (II) IF THE ADDRESS OF SUCH INTERESTED PARTY IS
24 KNOWN TO THE CORPORATION, WRITTEN NOTICE OF THE FILING OF
25 THE APPLICATION UNDER SUBPARAGRAPH (I) SHALL BE SENT TO
26 SUCH PARTY BY MAIL, OR OTHERWISE, AT LEAST TEN DAYS PRIOR
27 TO THE CONSIDERATION THEREOF BY THE COURT. OTHERWISE THE
28 CORPORATION SHALL OFFICIALLY PUBLISH SUCH NOTICE IN THE
29 COUNTY OR COUNTIES WHERE THE PROPERTY IS SITUATED TWICE A
30 WEEK FOR TWO WEEKS PRIOR TO CONSIDERATION BY THE COURT
19870S1200B2515 - 150 -
1 AND SHALL GIVE SUCH SUPPLEMENTAL OR ALTERNATIVE NOTICE AS
2 THE COURT MAY DIRECT.
3 (III) UPON ENTRY BY THE COURT OF AN ORDER APPROVING
4 THE BOND AND DIRECTING THAT IT BE FILED, THE TITLE THAT
5 THE CORPORATION ACQUIRES IN THE RIGHT-OF-WAY OR EASEMENT
6 DESCRIBED IN THE RESOLUTION OF CONDEMNATION SHALL PASS TO
7 THE CORPORATION AND THE CORPORATION SHALL BE ENTITLED TO
8 POSSESSION. IF A CONDEMNEE THEREAFTER REFUSES TO DELIVER <--
9 POSSESSION OR PERMIT RIGHT OF ENTRY, THE OFFICE OF THE
10 CLERK OF THE COURT OF COMMON PLEAS UPON PETITION FILED BY
11 THE CONDEMNOR SHALL ISSUE A RULE AS OF COURSE, RETURNABLE
12 IN FIVE DAYS AFTER SERVICE, REQUIRING THE CONDEMNEE TO
13 SHOW CAUSE WHY A WRIT OF POSSESSION SHOULD NOT ISSUE.
14 THEREAFTER, THE COURT MAY ISSUE A WRIT OF POSSESSION
15 CONDITIONED ON SUCH TERMS AS THE COURT MAY DIRECT.
16 (IV) THE PAPERS FILED BY THE CORPORATION WITH THE
17 COURT UNDER THIS PARAGRAPH SHALL CONSTITUTE THE
18 DECLARATION OF TAKING FOR THE PURPOSES OF SECTIONS 404,
19 408, 409 AND ARTICLES V THROUGH VIII OF THE EMINENT
20 DOMAIN CODE.
21 SUBCHAPTER B
22 SHARES AND OTHER SECURITIES
23 SEC.
24 1521. AUTHORIZED SHARES.
25 1522. ISSUANCE OF SHARES IN CLASSES OR SERIES; BOARD ACTION.
26 1523. PRICING AND ISSUANCE OF SHARES.
27 1524. PAYMENT FOR SHARES.
28 1525. STOCK RIGHTS AND OPTIONS.
29 1526. LIABILITY OF SUBSCRIBERS AND SHAREHOLDERS.
30 1527. ISSUANCE OF FRACTIONAL SHARES OR SCRIP.
19870S1200B2515 - 151 -
1 1528. SHARES REPRESENTED BY CERTIFICATES AND UNCERTIFICATED
2 SHARES.
3 1529. TRANSFER OF SECURITIES; RESTRICTIONS.
4 1530. PREEMPTIVE RIGHTS OF SHAREHOLDERS.
5 1531. VOTING POWERS AND OTHER RIGHTS OF CERTAIN
6 SECURITYHOLDERS AND OTHER ENTITIES.
7 1532. EFFECT OF FAILURE TO SURRENDER SECURITIES CONVERTED BY
8 REORGANIZATION.
9 § 1521. AUTHORIZED SHARES.
10 (A) GENERAL RULE.--EVERY BUSINESS CORPORATION SHALL HAVE
11 POWER TO CREATE AND ISSUE THE NUMBER OF SHARES STATED IN ITS
12 ARTICLES. THE SHARES MAY CONSIST OF ONE CLASS OR BE DIVIDED INTO
13 TWO OR MORE CLASSES AND ONE OR MORE SERIES WITHIN ANY CLASS
14 THEREOF, WHICH CLASSES OR SERIES MAY HAVE FULL, LIMITED,
15 MULTIPLE OR FRACTIONAL OR NO VOTING RIGHTS AND SUCH
16 DESIGNATIONS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS AS MAY
17 BE DESIRED. SHARES THAT ARE NOT ENTITLED TO A PREFERENCE, EVEN
18 IF IDENTIFIED BY A CLASS OR OTHER DESIGNATION, SHALL NOT BE
19 DESIGNATED AS PREFERENCE OR PREFERRED SHARES.
20 (B) PROVISIONS SPECIFICALLY AUTHORIZED.--
21 (1) WITHOUT LIMITING THE AUTHORITY CONTAINED IN
22 SUBSECTION (A), A CORPORATION, WHEN SO AUTHORIZED IN ITS
23 ARTICLES, MAY ISSUE CLASSES OR SERIES OF SHARES:
24 (I) SUBJECT TO THE RIGHT OR OBLIGATION OF THE
25 CORPORATION TO REDEEM ANY OF THE SHARES FOR THE
26 CONSIDERATION, IF ANY, FIXED BY OR IN THE MANNER PROVIDED
27 BY THE ARTICLES FOR THE REDEMPTION THEREOF. UNLESS
28 OTHERWISE PROVIDED IN THE ARTICLES, ANY SHARES SUBJECT TO
29 REDEMPTION SHALL BE REDEEMABLE ONLY PRO RATA OR BY LOT OR
30 BY SUCH OTHER EQUITABLE METHOD AS MAY BE SELECTED BY THE
19870S1200B2515 - 152 -
1 CORPORATION.
2 (II) ENTITLING THE HOLDERS THEREOF TO CUMULATIVE,
3 NONCUMULATIVE OR PARTIALLY CUMULATIVE DIVIDENDS.
4 (III) HAVING PREFERENCE OVER ANY OTHER SHARES AS TO
5 DIVIDENDS OR ASSETS OR BOTH.
6 (IV) CONVERTIBLE INTO SHARES OF ANY OTHER CLASS OR
7 SERIES, OR INTO OBLIGATIONS OF THE CORPORATION.
8 (2) ANY OF THE TERMS OF A CLASS OR SERIES OF SHARES MAY
9 BE MADE DEPENDENT UPON:
10 (I) FACTS ASCERTAINABLE OUTSIDE OF THE ARTICLES IF
11 THE MANNER IN WHICH THE FACTS WILL OPERATE UPON THE TERMS
12 OF THE CLASS OR SERIES IS SET FORTH IN THE ARTICLES.
13 (II) TERMS INCORPORATED BY REFERENCE TO AN EXISTING
14 AGREEMENT BETWEEN THE CORPORATION AND ONE OR MORE OTHER
15 PARTIES, OR TO ANOTHER DOCUMENT OF INDEPENDENT
16 SIGNIFICANCE, IF THE ARTICLES STATE THAT THE FULL TEXT OF
17 THE AGREEMENT OR OTHER DOCUMENT IS ON FILE AT THE
18 PRINCIPAL PLACE OF BUSINESS OF THE CORPORATION AND STATE
19 THE ADDRESS THEREOF. A CORPORATION THAT TAKES ADVANTAGE
20 OF THIS SUBPARAGRAPH SHALL FURNISH A COPY OF THE FULL
21 TEXT OF THE AGREEMENT OR OTHER DOCUMENT, ON REQUEST AND
22 WITHOUT COST, TO ANY SHAREHOLDER AND, UNLESS IT IS A
23 CLOSELY-HELD CORPORATION, ON REQUEST AND AT COST, TO ANY
24 OTHER PERSON.
25 (3) THE ARTICLES MAY EXPRESSLY CONFER UPON A SHAREHOLDER
26 A SPECIFICALLY ENFORCEABLE RIGHT TO THE DECLARATION AND
27 PAYMENT OF DIVIDENDS, THE REDEMPTION OF SHARES OR THE MAKING
28 OF ANY OTHER FORM OF DISTRIBUTION IF THE DISTRIBUTION IS AT
29 THE TIME OF ENFORCEMENT THEN PERMITTED BY SECTION 1551
30 (RELATING TO DISTRIBUTIONS TO SHAREHOLDERS). SUCH A PROVISION
19870S1200B2515 - 153 -
1 ADOPTED ON OR AFTER JANUARY 1, 1989, SHALL NOT BE VALID
2 UNLESS IT SHALL MAKE EXPRESS REFERENCE TO THIS SECTION.
3 (C) ADDITIONAL RESTRICTIONS UPON EXERCISE OF CORPORATE
4 POWERS.--ADDITIONAL PROVISIONS REGULATING OR RESTRICTING THE
5 EXERCISE OF CORPORATE POWERS, INCLUDING PROVISIONS REQUIRING THE
6 VOTES OF CLASSES OR SERIES OF SHARES AS CONDITIONS TO THE
7 EXERCISE THEREOF, MAY BE SPECIFIED IN A BYLAW ADOPTED BY THE
8 SHAREHOLDERS.
9 (D) STATUS AND RIGHTS.--SHARES OF A BUSINESS CORPORATION
10 SHALL BE DEEMED PERSONAL PROPERTY. EXCEPT AS OTHERWISE PROVIDED
11 BY THE ARTICLES OR, WHEN SO PERMITTED BY SUBSECTION (C), BY ONE
12 OR MORE BYLAWS ADOPTED BY THE SHAREHOLDERS, EACH SHARE SHALL BE
13 IN ALL RESPECTS EQUAL TO EVERY OTHER SHARE.
14 § 1522. ISSUANCE OF SHARES IN CLASSES OR SERIES; BOARD ACTION.
15 (A) GENERAL RULE.--THE DIVISION OF SHARES INTO CLASSES AND
16 INTO SERIES WITHIN ANY CLASS, THE DETERMINATION OF THE
17 DESIGNATION AND THE NUMBER OF SHARES OF ANY CLASS OR SERIES AND
18 THE DETERMINATION OF THE VOTING RIGHTS, PREFERENCES, LIMITATIONS
19 AND SPECIAL RIGHTS, IF ANY, OF THE SHARES OF ANY CLASS OR SERIES
20 OF A BUSINESS CORPORATION MAY BE ACCOMPLISHED BY THE ORIGINAL
21 ARTICLES OR BY ANY AMENDMENT THEREOF. THE AMENDMENT MAY BE MADE
22 BY THE BOARD OF DIRECTORS AS PROVIDED IN SUBSECTION (B).
23 (B) DIVISIONS AND DETERMINATIONS BY THE BOARD.--AN AMENDMENT
24 OF ARTICLES DESCRIBED IN SUBSECTION (A) MAY BE MADE SOLELY BY
25 ACTION OF THE BOARD IF THE ARTICLES AUTHORIZE THE BOARD TO MAKE
26 THE DIVISIONS AND DETERMINATIONS. UNLESS OTHERWISE RESTRICTED IN
27 THE ARTICLES, AUTHORITY GRANTED TO THE BOARD TO DETERMINE THE
28 NUMBER OF SHARES OF ANY CLASS OR SERIES SHALL BE DEEMED TO
29 INCLUDE THE POWER TO INCREASE THE PREVIOUSLY DETERMINED NUMBER
30 OF SHARES OF THE CLASS OR SERIES TO A NUMBER NOT GREATER THAN
19870S1200B2515 - 154 -
1 THE AGGREGATE NUMBER OF SHARES OF ALL CLASSES AND SERIES THAT
2 THE CORPORATION IS AUTHORIZED TO ISSUE BY THE ARTICLES AND TO
3 DECREASE THE PREVIOUSLY DETERMINED NUMBER OF SHARES OF A CLASS
4 OR SERIES TO A NUMBER NOT LESS THAN THAT THEN OUTSTANDING. UPON
5 ANY SUCH DECREASE UNDER THIS SECTION, THE AFFECTED SHARES SHALL
6 CONTINUE AS PART OF THE AGGREGATE NUMBER OF SHARES OF ALL
7 CLASSES AND SERIES THAT THE CORPORATION IS AUTHORIZED TO ISSUE.
8 UNLESS OTHERWISE RESTRICTED IN THE ARTICLES, IF NO SHARES OF ANY <--
9 A CLASS OR SERIES ARE OUTSTANDING THE BOARD OF DIRECTORS MAY <--
10 AMEND THE DESIGNATIONS AND THE VOTING RIGHTS, PREFERENCES,
11 LIMITATIONS AND SPECIAL RIGHTS, IF ANY, OF THE SHARES OF THE
12 CLASS OR SERIES.
13 (C) STATEMENT WITH RESPECT TO SHARES.--WHENEVER THE BOARD
14 ACTS UNDER SUBSECTION (B), IT SHALL ADOPT A RESOLUTION SETTING
15 FORTH ITS ACTIONS. BEFORE ANY BUSINESS CORPORATION ISSUES ANY
16 SHARES OF ANY CLASS OR ANY SERIES OF ANY CLASS WITH RESPECT TO
17 WHICH THE BOARD HAS ACTED UNDER SUBSECTION (B), THE CORPORATION
18 SHALL FILE IN THE DEPARTMENT OF STATE A STATEMENT WITH RESPECT
19 TO SHARES EXECUTED BY THE CORPORATION, SETTING FORTH:
20 (1) THE NAME OF THE CORPORATION.
21 (2) THE RESOLUTION OF THE BOARD REQUIRED BY THIS
22 SUBSECTION.
23 (3) THE AGGREGATE NUMBER OF SHARES OF THE CLASS OR
24 SERIES ESTABLISHED AND DESIGNATED BY:
25 (I) THE RESOLUTION.
26 (II) ALL PRIOR STATEMENTS, IF ANY, FILED UNDER THIS
27 SECTION OR CORRESPONDING PROVISIONS OF PRIOR LAW WITH
28 RESPECT THERETO.
29 (III) ANY OTHER PROVISION OF THE ARTICLES.
30 (4) THE DATE OF THE ADOPTION OF THE RESOLUTION.
19870S1200B2515 - 155 -
1 (5) IF THE RESOLUTION IS TO BE EFFECTIVE ON A SPECIFIED
2 DATE, THE HOUR, IF ANY, AND THE MONTH, DAY AND YEAR OF THE
3 EFFECTIVE DATE.
4 (D) EFFECT OF FILING STATEMENT.--UPON THE FILING OF THE
5 STATEMENT IN THE DEPARTMENT OR UPON THE EFFECTIVE DATE SPECIFIED
6 IN THE STATEMENT, WHICHEVER IS LATER, THE RESOLUTION SHALL
7 BECOME EFFECTIVE AND SHALL OPERATE AS AN AMENDMENT OF THE
8 ARTICLES, EXCEPT THAT NEITHER THE FILING OF THE STATEMENT NOR
9 THE INTEGRATION OF THE SUBSTANCE OF THE RESOLUTION INTO THE TEXT
10 OF THE ARTICLES BY MEANS OF A RESTATEMENT OF THE ARTICLES AS
11 PERMITTED BY THIS SUBPART OR OTHERWISE SHALL PROHIBIT THE BOARD
12 OF DIRECTORS FROM SUBSEQUENTLY ADOPTING RESOLUTIONS AUTHORIZED
13 BY THIS SECTION.
14 (E) TERMINATION OF PROPOSAL.--PRIOR TO THE TIME WHEN A
15 RESOLUTION REQUIRED BY SUBSECTION (C) BECOMES EFFECTIVE, THE
16 AMENDMENT TO BE EFFECTED THEREBY MAY BE TERMINATED BY THE BOARD
17 OR PURSUANT TO THE PROVISIONS THEREFOR, IF ANY, SET FORTH IN THE
18 RESOLUTION. IF A STATEMENT WITH RESPECT TO SHARES HAS BEEN FILED
19 IN THE DEPARTMENT PRIOR TO THE TERMINATION, A STATEMENT UNDER
20 SECTION 1902 (RELATING TO STATEMENT OF TERMINATION) SHALL BE
21 FILED IN THE DEPARTMENT.
22 (F) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
23 STATEMENT).
24 § 1523. PRICING AND ISSUANCE OF SHARES.
25 EXCEPT AS OTHERWISE RESTRICTED IN THE BYLAWS, SHARES OF A
26 BUSINESS CORPORATION MAY BE ISSUED AT A PRICE DETERMINED BY THE
27 BOARD OF DIRECTORS OR THE BOARD MAY SET A MINIMUM PRICE OR
28 ESTABLISH A FORMULA OR METHOD BY WHICH THE PRICE MAY BE
29 DETERMINED.
30 § 1524. PAYMENT FOR SHARES.
19870S1200B2515 - 156 -
1 (A) GENERAL RULE.--CONSIDERATION FOR SHARES, UNLESS
2 OTHERWISE RESTRICTED IN THE BYLAWS:
3 (1) MAY CONSIST OF MONEY, OBLIGATIONS (INCLUDING AN
4 OBLIGATION OF A SHAREHOLDER), SERVICES PERFORMED WHETHER OR
5 NOT CONTRACTED FOR, CONTRACTS FOR SERVICES TO BE PERFORMED OR
6 ANY OTHER TANGIBLE OR INTANGIBLE PROPERTY. IF SHARES ARE
7 ISSUED FOR OTHER THAN MONEY, THE VALUE OF THE CONSIDERATION
8 SHALL BE DETERMINED BY OR IN THE MANNER PROVIDED BY THE BOARD
9 OF DIRECTORS.
10 (2) SHALL BE PAID TO OR AS ORDERED BY THE BUSINESS
11 CORPORATION.
12 (B) ISSUANCE WITHOUT CONSIDERATION.--EXCEPT AS OTHERWISE
13 RESTRICTED IN THE BYLAWS, UPON AUTHORIZATION BY THE BOARD OF
14 DIRECTORS, THE CORPORATION MAY ISSUE OR DISTRIBUTE ITS OWN
15 SHARES PRO RATA TO ITS SHAREHOLDERS OR THE SHAREHOLDERS OF ONE
16 OR MORE CLASSES OR SERIES, IF THE RELATIVE RIGHTS OF THE HOLDERS
17 OF ANY CLASS OR SERIES ARE NOT ADVERSELY AFFECTED THEREBY, TO
18 EFFECTUATE STOCK DIVIDENDS OR SPLITS AND ANY SUCH TRANSACTION
19 SHALL NOT REQUIRE PAYMENT OF CONSIDERATION.
20 (C) STATUS OF ISSUED SHARES.--ALL ISSUED SHARES OF A
21 BUSINESS CORPORATION SHALL BE DEEMED FULLY PAID REGARDLESS OF
22 FAILURE TO PAY IN FULL THE AGREED CONSIDERATION THEREFOR AND,
23 EXCEPT AS OTHERWISE PROVIDED BY A REGULATORY STATUTE CONTROLLING
24 UNDER SECTION 103(C) (RELATING TO STRUCTURAL PROVISIONS IN
25 REGULATORY STATUTES CONTROLLING), SHALL BE NONASSESSABLE. THIS
26 SUBSECTION SHALL NOT AFFECT THE PERSONAL OBLIGATION OF A
27 SUBSCRIBER FOR SHARES OF A CORPORATION TO PAY THE AGREED
28 CONSIDERATION FOR THE SHARES.
29 (D) RIGHTS OF SUBSCRIBING SHAREHOLDER.--NOTWITHSTANDING ANY
30 OTHER PROVISION OF THIS SUBPART, THE RIGHT TO VOTE, TO RECEIVE
19870S1200B2515 - 157 -
1 DIVIDENDS AND TO HAVE AND EXERCISE THE OTHER RIGHTS OF A
2 SHAREHOLDER PRIOR TO PAYMENT IN FULL OF THE AGREED CONSIDERATION
3 FOR THE SHARES OF A SHAREHOLDER WHO HAS ACQUIRED HIS SHARES BY
4 SUBSCRIPTION MAY BE DENIED OR LIMITED AS PROVIDED IN THE
5 SUBSCRIPTION AGREEMENT. ANY SUCH DENIAL OR LIMITATION OF RIGHTS
6 SHALL BE NOTED CONSPICUOUSLY ON THE FACE OR BACK OF THE SHARE
7 CERTIFICATE, IF ANY, OR IN THE NOTICE PROVIDED BY SECTION
8 1528(F) (RELATING TO UNCERTIFICATED SHARES). UNLESS SO NOTED,
9 SUCH DENIAL OR LIMITATION (EVEN THOUGH PERMITTED BY THIS
10 SECTION) SHALL BE INEFFECTIVE EXCEPT AGAINST A PERSON WITH
11 ACTUAL KNOWLEDGE OF THE DENIAL OR LIMITATION.
12 (E) TRANSITIONAL PROVISION.--A CORPORATION MAY ENFORCE CALLS
13 ON PARTLY PAID SHARES OUTSTANDING ON JANUARY 1, 1989, IN THE
14 SAME MANNER AND TO THE SAME EXTENT AS IF THIS SUBPART HAD NOT
15 BEEN ENACTED.
16 § 1525. STOCK RIGHTS AND OPTIONS.
17 (A) GENERAL RULE.--EXCEPT AS OTHERWISE PROVIDED IN ITS
18 ARTICLES PRIOR TO THE CREATION AND ISSUANCE THEREOF, A BUSINESS
19 CORPORATION MAY CREATE AND ISSUE (WHETHER OR NOT IN CONNECTION
20 WITH THE ISSUANCE OF ANY OF ITS SHARES OR OTHER SECURITIES)
21 OPTION RIGHTS OR SECURITIES HAVING CONVERSION OR OPTION RIGHTS
22 ENTITLING THE HOLDERS THEREOF TO PURCHASE OR ACQUIRE SHARES,
23 OPTION RIGHTS, SECURITIES HAVING CONVERSION OR OPTION RIGHTS, OR
24 OBLIGATIONS, OF ANY CLASS OR SERIES, OR ASSETS OF THE
25 CORPORATION, OR TO PURCHASE OR ACQUIRE FROM THE CORPORATION
26 SHARES, OPTION RIGHTS, SECURITIES HAVING CONVERSION OR OPTION
27 RIGHTS, OR OBLIGATIONS, OF ANY CLASS OR SERIES, OWNED BY THE
28 CORPORATION AND ISSUED BY ANY OTHER PERSON. EXCEPT AS OTHERWISE
29 PROVIDED IN SECTION 1530(B) (RELATING TO PREEXISTING PREEMPTIVE
30 RIGHTS) OR IN ITS ARTICLES, THE SHARES, OPTION RIGHTS,
19870S1200B2515 - 158 -
1 SECURITIES HAVING CONVERSION OR OPTION RIGHTS, OR OBLIGATIONS
2 SHALL BE EVIDENCED IN SUCH MANNER AS THE CORPORATION MAY
3 DETERMINE AND MAY BE OFFERED WITHOUT FIRST OFFERING THEM TO
4 SHAREHOLDERS OF ANY CLASS OR CLASSES.
5 (B) SPECIFICALLY AUTHORIZED PROVISIONS.--THE SECURITIES,
6 CONTRACTS, WARRANTS OR OTHER INSTRUMENTS EVIDENCING ANY SHARES,
7 OPTION RIGHTS, SECURITIES HAVING CONVERSION OR OPTION RIGHTS, OR
8 OBLIGATIONS OF A CORPORATION MAY CONTAIN SUCH TERMS AS ARE FIXED
9 BY THE BOARD OF DIRECTORS, INCLUDING, WITHOUT LIMITING THE
10 GENERALITY OF SUCH AUTHORITY:
11 (1) RESTRICTIONS UPON THE AUTHORIZATION OR ISSUANCE OF
12 ADDITIONAL SHARES, OPTION RIGHTS, SECURITIES HAVING
13 CONVERSION OR OPTION RIGHTS, OR OBLIGATIONS.
14 (2) PROVISIONS FOR THE ADJUSTMENT OF THE CONVERSION OR
15 OPTION RIGHTS PRICE.
16 (3) PROVISIONS CONCERNING RIGHTS OR ADJUSTMENTS IN THE
17 EVENT OF REORGANIZATION, MERGER, CONSOLIDATION, SALE OF
18 ASSETS, EXCHANGE OF SHARES OR OTHER FUNDAMENTAL CHANGES.
19 (4) PROVISIONS FOR THE RESERVATION OF AUTHORIZED BUT
20 UNISSUED SHARES OR OTHER SECURITIES.
21 (5) RESTRICTIONS UPON THE DECLARATION OR PAYMENT OF
22 DIVIDENDS OR DISTRIBUTIONS OR RELATED PARTY TRANSACTIONS.
23 (6) CONDITIONS RELATING TO THE EXERCISE, CONVERSION,
24 TRANSFER OR RECEIPT OF SUCH SHARES, OPTION RIGHTS, SECURITIES
25 HAVING CONVERSION OR OPTION RIGHTS, OR OBLIGATIONS.
26 THERE SHALL BE NO AUTHORITY UNDER THIS SUBSECTION TO INCLUDE A
27 PROVISION AUTHORIZED BY SECTION 2513 (RELATING TO DISPARATE
28 TREATMENT OF CERTAIN PERSONS).
29 (C) STANDARD OF CARE UNAFFECTED.--THE PROVISIONS OF
30 SUBSECTIONS (A) AND (B) AND SECTION 2513 SHALL NOT BE CONSTRUED
19870S1200B2515 - 159 -
1 TO EFFECT A CHANGE IN THE FIDUCIARY RELATIONSHIP BETWEEN A
2 DIRECTOR AND A BUSINESS CORPORATION OR TO CHANGE THE STANDARD OF
3 CARE OF A DIRECTOR PROVIDED FOR IN SECTION 1721 (RELATING TO
4 BOARD OF DIRECTORS).
5 (D) PRICING AND PAYMENT.--THE PROVISIONS OF THIS SUBCHAPTER
6 APPLICABLE TO THE PRICING OF AND PAYMENT FOR SHARES SHALL BE
7 APPLICABLE TO THE PRICING OF AND PAYMENT FOR RIGHTS AND OPTIONS
8 EXCEPT THAT THE RIGHTS AND OPTIONS MAY BE ISSUED TO
9 REPRESENTATIVES OF THE CORPORATION OR ANY OF ITS AFFILIATES AS
10 AN INCENTIVE TO SERVICE OR CONTINUED SERVICE WITH THE
11 CORPORATION AND ITS AFFILIATES OR FOR SUCH OTHER PURPOSE AND
12 UPON SUCH OTHER TERMS AS ITS DIRECTORS, WHO MAY BENEFIT BY THEIR
13 ACTION, DEEM ADVANTAGEOUS TO THE CORPORATION.
14 (E) SHARES SUBJECT TO PREEMPTIVE RIGHTS.--AUTHORIZED BUT
15 UNISSUED SHARES SUBJECT TO PREEMPTIVE RIGHTS MAY BE ISSUED AND
16 SOLD TO HOLDERS OF RIGHTS OR OPTIONS ENTITLING THE HOLDERS
17 THEREOF TO PURCHASE SHARES OF THE SAME CLASS OR SERIES AS THE
18 SHARES SUBJECT TO SUCH PREEMPTIVE RIGHTS UPON THE EXERCISE OF
19 SUCH RIGHTS OR OPTIONS ONLY WITH THE WRITTEN CONSENT OR
20 AFFIRMATIVE VOTE OF SHAREHOLDERS ENTITLED TO CAST AT LEAST A
21 MAJORITY OF THE VOTES THAT ALL SHAREHOLDERS ENTITLED TO EXERCISE
22 PREEMPTIVE RIGHTS WITH RESPECT THERETO ARE ENTITLED TO CAST.
23 § 1526. LIABILITY OF SUBSCRIBERS AND SHAREHOLDERS.
24 A SUBSCRIBER TO, OR HOLDER OR OWNER OF, SHARES OF A BUSINESS
25 CORPORATION SHALL NOT BE UNDER ANY LIABILITY TO THE CORPORATION
26 OR ANY CREDITOR THEREOF WITH RESPECT TO THE SHARES OTHER THAN
27 THE PERSONAL OBLIGATION OF A SHAREHOLDER WHO HAS ACQUIRED HIS
28 SHARES BY SUBSCRIPTION TO COMPLY WITH THE TERMS OF THE
29 SUBSCRIPTION.
30 § 1527. ISSUANCE OF FRACTIONAL SHARES OR SCRIP.
19870S1200B2515 - 160 -
1 (A) GENERAL RULE.--A BUSINESS CORPORATION MAY BUT SHALL NOT
2 BE REQUIRED TO CREATE AND ISSUE FRACTIONS OF A SHARE, EITHER
3 REPRESENTED BY A CERTIFICATE OR UNCERTIFICATED, WHICH, UNLESS
4 OTHERWISE PROVIDED IN THE ARTICLES, SHALL REPRESENT PROPORTIONAL
5 INTERESTS IN ALL THE VOTING RIGHTS, PREFERENCES, LIMITATIONS AND
6 SPECIAL RIGHTS, IF ANY, OF FULL SHARES. IF THE CORPORATION
7 CREATES BUT DOES NOT PROVIDE FOR THE ISSUANCE OF FRACTIONS OF A
8 SHARE, IT SHALL:
9 (1) ARRANGE FOR THE DISPOSITION OF FRACTIONAL INTERESTS
10 BY THOSE ENTITLED THERETO;
11 (2) PAY IN MONEY THE FAIR VALUE OF FRACTIONS OF A SHARE
12 DETERMINED AT THE TIME AND IN THE MANNER PROVIDED IN THE
13 PLAN, AMENDMENT OR RESOLUTION OF THE BOARD PROVIDING FOR THE
14 CREATION OF THE FRACTIONAL INTERESTS; OR
15 (3) ISSUE SCRIP OR OTHER EVIDENCE OF OWNERSHIP, IN
16 REGISTERED FORM (EITHER REPRESENTED BY A CERTIFICATE OR
17 UNCERTIFICATED) OR IN BEARER FORM (REPRESENTED BY A
18 CERTIFICATE), ENTITLING THE HOLDER TO RECEIVE A FULL SHARE
19 UPON THE SURRENDER OF THE SCRIP OR OTHER EVIDENCE OF
20 OWNERSHIP AGGREGATING A FULL SHARE, OR THE TRANSFER OF
21 UNCERTIFICATED SCRIP AGGREGATING A FULL SHARE, BUT WHICH
22 SHALL NOT, UNLESS OTHERWISE PROVIDED THEREIN OR WITH RESPECT
23 THERETO, ENTITLE THE HOLDER TO EXERCISE ANY VOTING RIGHT, TO
24 RECEIVE DIVIDENDS OR TO PARTICIPATE IN ANY OF THE ASSETS OF
25 THE CORPORATION IN THE EVENT OF LIQUIDATION.
26 (B) ELIMINATION OF SHARES OR SCRIP.--THE SCRIP OR OTHER
27 EVIDENCE OF OWNERSHIP MAY BE ISSUED SUBJECT TO THE CONDITION
28 THAT IT SHALL BECOME VOID IF NOT EXCHANGED FOR FULL SHARES
29 BEFORE A SPECIFIED DATE, OR SUBJECT TO THE CONDITION THAT THE
30 SHARES FOR WHICH THE SCRIP OR EVIDENCE OF OWNERSHIP IS
19870S1200B2515 - 161 -
1 EXCHANGEABLE MAY BE SOLD AND THE PROCEEDS THEREOF DISTRIBUTED TO
2 THE HOLDERS OF THE SCRIP OR EVIDENCE OF OWNERSHIP, OR SUBJECT TO
3 ANY OTHER CONDITIONS THAT THE CORPORATION DEEMS ADVISABLE.
4 § 1528. SHARES REPRESENTED BY CERTIFICATES AND UNCERTIFICATED
5 SHARES.
6 (A) GENERAL RULE.--THE SHARES OF A BUSINESS CORPORATION
7 SHALL BE REPRESENTED BY CERTIFICATES OR SHALL BE UNCERTIFICATED
8 SHARES.
9 (B) ISSUE OF CERTIFICATES.--EVERY SHAREHOLDER SHALL, EXCEPT
10 AS OTHERWISE PROVIDED IN A BYLAW ADOPTED PURSUANT TO SUBSECTION
11 (F) OR IN THE TERMS OF A SUBSCRIPTION THAT HAS NOT BEEN FULLY
12 PERFORMED BY THE SUBSCRIBER, BE ENTITLED TO A SHARE CERTIFICATE
13 REPRESENTING THE SHARES OWNED BY HIM.
14 (C) FORM OF CERTIFICATE.--SHARE CERTIFICATES SHALL STATE:
15 (1) THAT THE CORPORATION IS INCORPORATED UNDER THE LAWS
16 OF THIS COMMONWEALTH.
17 (2) THE NAME OF THE PERSON TO WHOM ISSUED.
18 (3) THE NUMBER AND CLASS OF SHARES AND THE DESIGNATION
19 OF THE SERIES, IF ANY, THAT THE CERTIFICATE REPRESENTS.
20 (D) NOTICE OF VARIATIONS IN RIGHTS.--EVERY CERTIFICATE
21 REPRESENTING SHARES ISSUED BY A BUSINESS CORPORATION THAT IS
22 AUTHORIZED TO ISSUE SHARES OF MORE THAN ONE CLASS OR SERIES
23 SHALL SET FORTH UPON THE FACE OR BACK OF THE CERTIFICATE (OR
24 SHALL STATE ON THE FACE OR BACK OF THE CERTIFICATE THAT THE
25 CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND
26 WITHOUT CHARGE), A FULL OR SUMMARY STATEMENT OF THE
27 DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND
28 SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED
29 TO BE ISSUED SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED AND
30 THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE
19870S1200B2515 - 162 -
1 DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND
2 SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SHARES OF THE
3 CORPORATION. SEE ALSO SECTIONS 1529(F) (RELATING TO NOTICE TO
4 TRANSFEREE) AND 2321(C) (RELATING TO NOTICE OF STATUTORY CLOSE
5 CORPORATION STATUS).
6 (E) EXECUTION.--EVERY SHARE CERTIFICATE SHALL BE EXECUTED,
7 BY FACSIMILE OR OTHERWISE, BY OR ON BEHALF OF THE CORPORATION
8 ISSUING THE SHARES IN SUCH MANNER AS IT MAY DETERMINE.
9 (F) UNCERTIFICATED SHARES.--THE BYLAWS MAY PROVIDE THAT ANY
10 OR ALL CLASSES AND SERIES OF SHARES, OR ANY PART THEREOF, SHALL
11 BE UNCERTIFICATED SHARES EXCEPT THAT SUCH A PROVISION SHALL NOT
12 APPLY TO SHARES REPRESENTED BY A CERTIFICATE UNTIL THE
13 CERTIFICATE IS SURRENDERED TO THE CORPORATION. WITHIN A
14 REASONABLE TIME AFTER THE ISSUANCE OR TRANSFER OF UNCERTIFICATED
15 SHARES, THE CORPORATION SHALL SEND TO THE REGISTERED OWNER
16 THEREOF A WRITTEN NOTICE CONTAINING THE INFORMATION REQUIRED TO
17 BE SET FORTH OR STATED ON CERTIFICATES BY SUBSECTIONS (C) AND
18 (D). EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BY LAW, THE RIGHTS
19 AND OBLIGATIONS OF THE HOLDERS OF SHARES REPRESENTED BY
20 CERTIFICATES AND THE RIGHTS AND OBLIGATIONS OF THE HOLDERS OF
21 UNCERTIFICATED SHARES OF THE SAME CLASS AND SERIES SHALL BE
22 IDENTICAL.
23 § 1529. TRANSFER OF SECURITIES; RESTRICTIONS.
24 (A) GENERAL RULE.--THE TRANSFER OF SECURITIES OF A BUSINESS
25 CORPORATION MAY BE REGULATED BY ANY PROVISIONS OF THE BYLAWS
26 THAT ARE NOT INCONSISTENT WITH 13 PA.C.S. DIV. 8 (RELATING TO
27 INVESTMENT SECURITIES) AND OTHER PROVISIONS OF LAW.
28 (B) TRANSFER RESTRICTIONS GENERALLY.--A RESTRICTION ON THE
29 TRANSFER OR REGISTRATION OF TRANSFER OF SECURITIES OF A BUSINESS
30 CORPORATION MAY BE IMPOSED BY THE BYLAWS OR BY AN AGREEMENT
19870S1200B2515 - 163 -
1 AMONG ANY NUMBER OF SECURITYHOLDERS OR AMONG THEM AND THE
2 CORPORATION. A RESTRICTION SO IMPOSED SHALL NOT BE BINDING WITH
3 RESPECT TO SECURITIES ISSUED PRIOR TO THE ADOPTION OF THE
4 RESTRICTION UNLESS THE HOLDERS OF THE SECURITIES ARE PARTIES TO
5 THE AGREEMENT OR VOTED IN FAVOR OF THE RESTRICTION.
6 (C) RESTRICTIONS SPECIFICALLY AUTHORIZED.--A RESTRICTION ON
7 THE TRANSFER OF SECURITIES OF A BUSINESS CORPORATION IS
8 PERMITTED BY THIS SECTION IF IT:
9 (1) OBLIGATES THE HOLDER OF THE RESTRICTED SECURITIES TO
10 OFFER TO THE CORPORATION OR TO ANY OTHER HOLDERS OF
11 SECURITIES OF THE CORPORATION OR TO ANY OTHER PERSON OR TO
12 ANY COMBINATION OF THE FOREGOING A PRIOR OPPORTUNITY, TO BE
13 EXERCISED WITHIN A REASONABLE TIME, TO ACQUIRE THE RESTRICTED
14 SECURITIES;
15 (2) OBLIGATES THE CORPORATION OR ANY HOLDER OF
16 SECURITIES OF THE CORPORATION OR ANY OTHER PERSON OR ANY
17 COMBINATION OF THE FOREGOING, TO PURCHASE THE SECURITIES THAT
18 ARE THE SUBJECT OF AN AGREEMENT RESPECTING THE PURCHASE AND
19 SALE OF THE RESTRICTED SECURITIES;
20 (3) REQUIRES THE CORPORATION OR THE HOLDERS OF ANY CLASS
21 OF SECURITIES OF THE CORPORATION TO CONSENT TO ANY PROPOSED
22 TRANSFER OF THE RESTRICTED SECURITIES OR TO APPROVE THE
23 PROPOSED TRANSFEREE OF THE RESTRICTED SECURITIES; OR
24 (4) PROHIBITS THE TRANSFER OF THE RESTRICTED SECURITIES
25 TO DESIGNATED PERSONS OR CLASSES OF PERSONS AND THE
26 DESIGNATION IS NOT MANIFESTLY UNREASONABLE.
27 (D) SUBCHAPTER S RESTRICTIONS.--ANY RESTRICTION ON THE
28 TRANSFER OF THE SHARES OF A BUSINESS CORPORATION FOR THE PURPOSE
29 OF MAINTAINING ITS STATUS AS AN ELECTING SMALL BUSINESS
30 CORPORATION UNDER SUBCHAPTER S OF THE INTERNAL REVENUE CODE OF
19870S1200B2515 - 164 -
1 1986 OR A COMPARABLE PROVISION UNDER STATE LAW SHALL BE
2 CONCLUSIVELY PRESUMED TO BE FOR A REASONABLE PURPOSE.
3 (E) OTHER RESTRICTIONS.--ANY OTHER LAWFUL RESTRICTION ON
4 TRANSFER OR REGISTRATION OF TRANSFER OF SECURITIES IS PERMITTED
5 BY THIS SECTION.
6 (F) NOTICE TO TRANSFEREE.--A WRITTEN RESTRICTION ON THE
7 TRANSFER OR REGISTRATION OF TRANSFER OF A SHARE OR OTHER
8 SECURITY OF A BUSINESS CORPORATION, IF PERMITTED BY THIS SECTION
9 AND NOTED CONSPICUOUSLY ON THE FACE OR BACK OF THE SECURITY OR
10 IN THE NOTICE PROVIDED BY SECTION 1528(F) (RELATING TO
11 UNCERTIFICATED SHARES) OR IN AN EQUIVALENT NOTICE WITH RESPECT
12 TO ANOTHER UNCERTIFICATED SECURITY, MAY BE ENFORCED AGAINST THE
13 HOLDER OF THE RESTRICTED SECURITY OR ANY SUCCESSOR OR TRANSFEREE
14 OF THE HOLDER, INCLUDING AN EXECUTOR, ADMINISTRATOR, TRUSTEE,
15 GUARDIAN OR OTHER FIDUCIARY ENTRUSTED WITH LIKE RESPONSIBILITY
16 FOR THE PERSON OR ESTATE OF THE HOLDER. UNLESS NOTED
17 CONSPICUOUSLY ON THE SECURITY OR IN THE NOTICE PROVIDED BY
18 SECTION 1528(F) OR IN AN EQUIVALENT NOTICE WITH RESPECT TO
19 ANOTHER UNCERTIFICATED SECURITY, A RESTRICTION, EVEN THOUGH
20 PERMITTED BY THIS SECTION, IS INEFFECTIVE EXCEPT AGAINST A
21 PERSON WITH ACTUAL KNOWLEDGE OF THE RESTRICTION.
22 § 1530. PREEMPTIVE RIGHTS OF SHAREHOLDERS.
23 (A) GENERAL RULE.--EXCEPT AS OTHERWISE PROVIDED IN THE
24 ARTICLES OR IN SUBSECTION (B), A BUSINESS CORPORATION MAY ISSUE
25 SHARES, OPTION RIGHTS OR SECURITIES HAVING CONVERSION OR OPTION
26 RIGHTS, OR OBLIGATIONS WITHOUT FIRST OFFERING THEM TO
27 SHAREHOLDERS OF ANY CLASS OR CLASSES.
28 (B) PREEXISTING PREEMPTIVE RIGHTS.--UNLESS OTHERWISE
29 PROVIDED IN ITS ARTICLES, THE SHAREHOLDERS OF A NONREGISTERED <--
30 CORPORATION OTHER THAN A REGISTERED CORPORATION SHALL HAVE A <--
19870S1200B2515 - 165 -
1 PREEMPTIVE RIGHT TO SUBSCRIBE FOR SHARES, OPTION RIGHTS, OR
2 SECURITIES HAVING OPTION RIGHTS, ISSUED FOR CASH BY THE
3 CORPORATION, IF THE CORPORATION WAS NOT INCORPORATED HEREUNDER
4 OR UNDER THE BUSINESS CORPORATION LAW OF 1933 AND ITS
5 SHAREHOLDERS WERE ENTITLED TO PREEMPTIVE RIGHTS AT THE DATE THE
6 CORPORATION BECAME SUBJECT TO THIS SUBPART, BUT THIS SUBSECTION
7 SHALL APPLY NEITHER TO THE HOLDERS OF SHARES OF A CLASS ISSUED
8 AFTER THE DATE SUCH CORPORATION BECAME SUBJECT TO THE BUSINESS
9 CORPORATION LAW OF 1933 OR THIS SUBPART NOR TO THE ISSUE OF
10 SECURITIES HAVING CONVERSION RIGHTS.
11 (C) RELEASE OF SHARES SUBJECT TO PREEMPTIVE RIGHTS.--EXCEPT
12 AS OTHERWISE PROVIDED IN THE ARTICLES, SHARES (OR ANY OPTION
13 RIGHTS OR SECURITIES HAVING CONVERSION OR OPTION RIGHTS WITH
14 RESPECT TO SUCH SHARES) THAT HAVE BEEN OFFERED TO SHAREHOLDERS
15 HAVING A PREEMPTIVE RIGHT THERETO, AT A PRICE AND UPON TERMS
16 DULY FIXED, AND THAT HAVE NOT BEEN SUBSCRIBED FOR BY THEM WITHIN
17 THE TIME DULY FIXED BY THE ARTICLES OR THE BOARD OF DIRECTORS,
18 MAY BE THEREAFTER OFFERED FOR SUBSCRIPTION TO ANY PERSON OR
19 PERSONS AT A PRICE AND UPON TERMS NOT MORE FAVORABLE THAN THOSE
20 AT WHICH THEY WERE OFFERED TO SUCH SHAREHOLDERS.
21 § 1531. VOTING POWERS AND OTHER RIGHTS OF CERTAIN
22 SECURITYHOLDERS AND OTHER ENTITIES.
23 THE POWER TO VOTE IN RESPECT TO THE CORPORATE AFFAIRS AND
24 MANAGEMENT OF A BUSINESS CORPORATION AND OTHER SHAREHOLDER
25 RIGHTS AS MAY BE PROVIDED IN THE ARTICLES MAY BE CONFERRED UPON:
26 (1) REGISTERED HOLDERS OF OBLIGATIONS ISSUED OR TO BE
27 ISSUED BY THE CORPORATION.
28 (2) THE UNITED STATES OF AMERICA, THE COMMONWEALTH, A
29 STATE, OR ANY POLITICAL SUBDIVISION OF ANY OF THE FOREGOING,
30 OR ANY ENTITY PROHIBITED BY LAW FROM BECOMING A SHAREHOLDER
19870S1200B2515 - 166 -
1 OF A CORPORATION.
2 § 1532. EFFECT OF FAILURE TO SURRENDER SECURITIES CONVERTED BY
3 REORGANIZATION.
4 WHENEVER ANY OUTSTANDING SECURITIES OF A BUSINESS CORPORATION
5 ARE CONVERTED INTO NEW SHARES OR OTHER SECURITIES OR PROPERTY BY
6 ANY MERGER, CONSOLIDATION, RECLASSIFICATION, AMENDMENT OF
7 ARTICLES, DIVISION OR OTHERWISE, THE PLAN OR OTHER INSTRUMENT
8 EFFECTING THE CONVERSION MAY FIX A PERIOD OF NOT LESS THAN TWO
9 YEARS WITHIN WHICH THE OUTSTANDING SECURITIES MUST BE
10 SURRENDERED FOR EXCHANGE. THE PLAN OR OTHER INSTRUMENT MAY
11 PROVIDE THAT, IN THE EVENT ANY OUTSTANDING SECURITIES ARE NOT
12 SURRENDERED FOR EXCHANGE WITHIN THAT TIME PERIOD, THE SHARES,
13 SECURITIES OR PROPERTY THAT WOULD OTHERWISE HAVE BEEN ISSUED OR
14 DELIVERED IN EXCHANGE FOR THE UNSURRENDERED OUTSTANDING
15 SECURITIES SHALL BE SOLD AND THE NET PROCEEDS OF THE SALE SHALL
16 BE HELD FOR THE HOLDERS OF THE UNSURRENDERED OUTSTANDING
17 SECURITIES TO BE PAID TO THEM UPON SURRENDER OF THEIR
18 OUTSTANDING SECURITIES. FROM AND AFTER THE SALE, THE SOLE RIGHT
19 OF THE HOLDERS OF THE UNSURRENDERED OUTSTANDING SECURITIES SHALL
20 BE THE RIGHT TO COLLECT THE NET SALES PROCEEDS HELD FOR THEIR
21 ACCOUNT.
22 SUBCHAPTER C
23 CORPORATE FINANCE
24 SEC.
25 1551. DISTRIBUTIONS TO SHAREHOLDERS.
26 1552. POWER OF CORPORATION TO ACQUIRE ITS OWN SHARES.
27 1553. LIABILITY FOR UNLAWFUL DIVIDENDS AND OTHER DISTRIBUTIONS.
28 1554. FINANCIAL REPORTS TO SHAREHOLDERS.
29 § 1551. DISTRIBUTIONS TO SHAREHOLDERS.
30 (A) GENERAL RULE.--UNLESS OTHERWISE RESTRICTED IN THE
19870S1200B2515 - 167 -
1 BYLAWS, THE BOARD OF DIRECTORS MAY AUTHORIZE AND A BUSINESS
2 CORPORATION MAY MAKE DISTRIBUTIONS.
3 (B) LIMITATION.--A DISTRIBUTION MAY NOT BE MADE IF, AFTER
4 GIVING EFFECT THERETO:
5 (1) THE CORPORATION WOULD BE UNABLE TO PAY ITS DEBTS AS
6 THEY BECOME DUE IN THE USUAL COURSE OF ITS BUSINESS; OR
7 (2) THE TOTAL ASSETS OF THE CORPORATION WOULD BE LESS
8 THAN THE SUM OF ITS TOTAL LIABILITIES PLUS (UNLESS OTHERWISE
9 PROVIDED IN THE ARTICLES) THE AMOUNT THAT WOULD BE NEEDED, IF
10 THE CORPORATION WERE TO BE DISSOLVED AT THE TIME OF THE
11 DISTRIBUTION, TO SATISFY THE PREFERENTIAL RIGHTS UPON
12 DISSOLUTION OF SHAREHOLDERS WHOSE PREFERENTIAL RIGHTS ARE
13 SUPERIOR TO THOSE RECEIVING THE DISTRIBUTION. FOR PURPOSES OF
14 THIS PARAGRAPH, TOTAL ASSETS AND LIABILITIES SHALL BE
15 DETERMINED BY THE BOARD OF DIRECTORS, WHICH MAY BASE ITS
16 DETERMINATION ON SUCH FACTORS AS IT CONSIDERS RELEVANT,
17 INCLUDING WITHOUT LIMITATION:
18 (I) THE VALUES OF THE ASSETS AND LIABILITIES OF THE
19 CORPORATION, AS REFLECTED ON ITS BOOKS AND RECORDS; AND
20 (II) UNREALIZED APPRECIATION AND DEPRECIATION OF THE
21 ASSETS OF THE CORPORATION.
22 SEE SECTION 1721(B) (RELATING TO STANDARD OF CARE; JUSTIFIABLE
23 RELIANCE).
24 (C) DATE OF DISTRIBUTION.--IN THE CASE OF A PURCHASE,
25 REDEMPTION OR OTHER ACQUISITION OF ITS OWN SHARES BY A
26 CORPORATION, THE EFFECT OF A DISTRIBUTION SHALL BE MEASURED AS
27 OF THE DATE MONEY OR OTHER PROPERTY IS TRANSFERRED OR DEBT IS
28 INCURRED BY THE CORPORATION OR AS OF THE DATE THE SHAREHOLDER
29 CEASES TO BE A SHAREHOLDER OF THE CORPORATION WITH RESPECT TO
30 THE SHARES, WHICHEVER IS EARLIER. IN ALL OTHER CASES, THE EFFECT
19870S1200B2515 - 168 -
1 OF A DISTRIBUTION SHALL BE MEASURED AS OF THE DATE OF ITS
2 AUTHORIZATION IF PAYMENT OCCURS 120 DAYS OR LESS FOLLOWING THE
3 DATE OF AUTHORIZATION OR AS OF THE DATE OF PAYMENT IF PAYMENT
4 OCCURS MORE THAN 120 DAYS FOLLOWING THE DATE OF AUTHORIZATION.
5 (D) REDEMPTION RELATED AND SIMILAR DEBT.--INDEBTEDNESS OF A
6 CORPORATION INCURRED OR ISSUED TO A SHAREHOLDER IN A
7 DISTRIBUTION IN ACCORDANCE WITH THIS SECTION SHALL BE ON A
8 PARITY WITH THE INDEBTEDNESS OF THE CORPORATION TO ITS GENERAL
9 UNSECURED CREDITORS EXCEPT TO THE EXTENT SUBORDINATED BY
10 AGREEMENT.
11 (E) CERTAIN SUBORDINATED DEBT.--INDEBTEDNESS OF A
12 CORPORATION, INCLUDING INDEBTEDNESS ISSUED AS A DISTRIBUTION,
13 SHALL NOT BE CONSIDERED A LIABILITY FOR PURPOSES OF
14 DETERMINATIONS UNDER SUBSECTION (B) IF ITS TERMS PROVIDE THAT
15 PAYMENT OF PRINCIPAL AND INTEREST ARE MADE ONLY IF AND TO THE
16 EXTENT THAT PAYMENT OF A DISTRIBUTION TO SHAREHOLDERS COULD THEN
17 BE MADE UNDER THIS SECTION. IF THE SUBORDINATED INDEBTEDNESS IS
18 ISSUED AS A DISTRIBUTION, EACH PAYMENT OF PRINCIPAL OR INTEREST
19 SHALL BE TREATED AS A DISTRIBUTION, THE EFFECT OF WHICH SHALL BE
20 MEASURED ON THE DATE THE PAYMENT IS ACTUALLY MADE.
21 § 1552. POWER OF CORPORATION TO ACQUIRE ITS OWN SHARES.
22 (A) GENERAL RULE.--A BUSINESS CORPORATION SHALL HAVE THE
23 POWER TO ACQUIRE ITS OWN SHARES. IF THE ARTICLES PROVIDE THAT
24 SHARES ACQUIRED BY THE CORPORATION SHALL NOT BE REISSUED, THE
25 AUTHORIZED SHARES OF THE CLASS SHALL BE REDUCED BY THE NUMBER OF
26 SHARES ACQUIRED. IN ANY OTHER CASE THE SHARES ACQUIRED SHALL BE
27 DEEMED TO BE ISSUED BUT NOT OUTSTANDING, EXCEPT THAT UNLESS
28 OTHERWISE PROVIDED IN THE BYLAWS, THE BOARD MAY, BY RESOLUTION,
29 RESTORE ANY OR ALL OF THE PREVIOUSLY ISSUED SHARES OF THE
30 CORPORATION OWNED BY IT TO THE STATUS OF AUTHORIZED BUT UNISSUED
19870S1200B2515 - 169 -
1 SHARES OF THE CLASS OR SERIES ORIGINALLY ISSUED. <--
2 (B) CROSS REFERENCE.--SEE SECTION 1914(C)(2) (RELATING TO
3 ADOPTION BY BOARD OF DIRECTORS).
4 § 1553. LIABILITY FOR UNLAWFUL DIVIDENDS AND OTHER
5 DISTRIBUTIONS.
6 (A) DIRECTORS.--EXCEPT AS OTHERWISE PROVIDED PURSUANT TO
7 SECTION 1721(E) (RELATING TO PERSONAL LIABILITY OF DIRECTORS), A
8 DIRECTOR WHO VOTES FOR OR ASSENTS TO ANY DIVIDEND OR OTHER
9 DISTRIBUTION CONTRARY TO THE PROVISIONS OF THIS SUBPART OR
10 CONTRARY TO ANY RESTRICTIONS CONTAINED IN THE BYLAWS SHALL, IF
11 HE HAS NOT COMPLIED WITH THE STANDARD PROVIDED IN OR PURSUANT TO
12 SECTION 1721(B) (RELATING TO STANDARD OF CARE; JUSTIFIABLE
13 RELIANCE), BE LIABLE TO THE CORPORATION, JOINTLY AND SEVERALLY
14 WITH ALL OTHER DIRECTORS SO VOTING OR ASSENTING, FOR THE AMOUNT
15 OF THE DIVIDEND THAT IS PAID OR THE VALUE OF THE OTHER
16 DISTRIBUTION IN EXCESS OF THE AMOUNT OF THE DIVIDEND OR OTHER
17 DISTRIBUTION THAT COULD HAVE BEEN MADE WITHOUT A VIOLATION OF
18 THE PROVISIONS OF THIS SUBPART OR THE RESTRICTIONS IN THE
19 BYLAWS.
20 (B) CONTRIBUTION BY SHAREHOLDERS.--ANY DIRECTOR AGAINST WHOM
21 A CLAIM IS ASSERTED UNDER OR PURSUANT TO THIS SECTION FOR THE
22 MAKING OF A DISTRIBUTION AND WHO IS HELD LIABLE THEREON SHALL BE
23 ENTITLED TO CONTRIBUTION FROM THE SHAREHOLDERS WHO ACCEPTED OR
24 RECEIVED ANY SUCH DISTRIBUTION, KNOWING THE DISTRIBUTION TO HAVE
25 BEEN MADE IN VIOLATION OF THIS SUBPART, IN PROPORTION TO THE
26 AMOUNTS RECEIVED BY THEM.
27 (C) CONTRIBUTION BY OTHER DIRECTORS.--ANY DIRECTOR AGAINST
28 WHOM A CLAIM IS ASSERTED UNDER OR PURSUANT TO THIS SECTION SHALL
29 BE ENTITLED TO CONTRIBUTION FROM ANY OTHER DIRECTOR WHO VOTED
30 FOR OR ASSENTED TO THE ACTION UPON WHICH THE CLAIM IS ASSERTED
19870S1200B2515 - 170 -
1 AND WHO DID NOT COMPLY WITH THE STANDARD PROVIDED BY OR PURSUANT
2 TO THIS SUBPART FOR THE PERFORMANCE OF THE DUTIES OF DIRECTORS.
3 (D) LIMITATION OF ACTIONS.--SEE 42 PA.C.S. § 5524(5)
4 (RELATING TO TWO YEAR LIMITATION).
5 § 1554. FINANCIAL REPORTS TO SHAREHOLDERS.
6 (A) GENERAL RULE.--UNLESS OTHERWISE AGREED BETWEEN A
7 BUSINESS CORPORATION AND A SHAREHOLDER, EVERY CORPORATION SHALL
8 FURNISH TO ITS SHAREHOLDERS ANNUAL FINANCIAL STATEMENTS,
9 INCLUDING AT LEAST A BALANCE SHEET AS OF THE END OF EACH FISCAL
10 YEAR AND A STATEMENT OF INCOME AND EXPENSES FOR THE FISCAL YEAR.
11 THE FINANCIAL STATEMENTS SHALL BE PREPARED ON THE BASIS OF
12 GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, IF THE CORPORATION
13 PREPARES FINANCIAL STATEMENTS FOR THE FISCAL YEAR ON THAT BASIS
14 FOR ANY PURPOSE, AND MAY BE CONSOLIDATED STATEMENTS OF THE
15 CORPORATION AND ONE OR MORE OF ITS SUBSIDIARIES. THE FINANCIAL
16 STATEMENTS SHALL BE MAILED BY THE CORPORATION TO EACH OF ITS
17 SHAREHOLDERS ENTITLED THERETO WITHIN 120 DAYS AFTER THE CLOSE OF
18 EACH FISCAL YEAR AND, AFTER THE MAILING AND UPON WRITTEN
19 REQUEST, SHALL BE MAILED BY THE CORPORATION TO ANY SHAREHOLDER
20 OR BENEFICIAL OWNER ENTITLED THERETO TO WHOM A COPY OF THE MOST
21 RECENT ANNUAL FINANCIAL STATEMENTS HAS NOT PREVIOUSLY BEEN
22 MAILED. STATEMENTS THAT ARE AUDITED OR REVIEWED BY A PUBLIC
23 ACCOUNTANT SHALL BE ACCOMPANIED BY THE REPORT OF THE ACCOUNTANT;
24 IN OTHER CASES, EACH COPY SHALL BE ACCOMPANIED BY A STATEMENT OF
25 THE PERSON IN CHARGE OF THE FINANCIAL RECORDS OF THE
26 CORPORATION:
27 (1) STATING HIS REASONABLE BELIEF AS TO WHETHER OR NOT
28 THE FINANCIAL STATEMENTS WERE PREPARED IN ACCORDANCE WITH
29 GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND, IF NOT,
30 DESCRIBING THE BASIS OF PRESENTATION.
19870S1200B2515 - 171 -
1 (2) DESCRIBING ANY MATERIAL RESPECTS IN WHICH THE
2 FINANCIAL STATEMENTS WERE NOT PREPARED ON A BASIS CONSISTENT
3 WITH THOSE PREPARED FOR THE PREVIOUS YEAR.
4 (B) CONTRARY AGREEMENT.--AN AGREEMENT RESTRICTING THE RIGHTS
5 SPECIFIED IN SUBSECTION (A) SHALL BE SET FORTH IN A WRITING
6 THAT, EXCEPT AS PROVIDED IN SUBSECTION (C), IS SEPARATE FROM THE
7 ARTICLES, BYLAWS AND SHARE CERTIFICATE OR NOTICE PROVIDED
8 PURSUANT TO SECTION 1528(F) (RELATING TO UNCERTIFICATED SHARES).
9 THE AGREEMENT MAY PROVIDE THAT IT IS BINDING ON THE SHAREHOLDER
10 AND ALL PERSONS WHO ARE SHAREHOLDERS IN THE CORPORATION SOLELY
11 BY REASON OF ACQUIRING SHARES DIRECTLY OR INDIRECTLY FROM THE
12 SHAREHOLDER IN ONE OR MORE TRANSACTIONS THAT, IF THE CORPORATION
13 WERE A STATUTORY CLOSE CORPORATION, WOULD BE DESCRIBED IN
14 SECTION 2322(B)(2), (4), (5) OR (6) (RELATING TO EXCEPTION).
15 (C) TRANSITIONAL PROVISION.--A BYLAW ADOPTED ON OR BEFORE
16 DECEMBER 31, 1989, SHALL BE DEEMED A SEPARATE WRITTEN AGREEMENT
17 BETWEEN THE CORPORATION AND EACH HOLDER OF SHARES OUTSTANDING ON
18 THE DATE OF ADOPTION OF THE BYLAW FOR THE PURPOSES OF SUBSECTION
19 (B).
20 (D) CROSS REFERENCES.--SEE SECTION SECTIONS 2511 (RELATING <--
21 TO FINANCIAL REPORTS TO SHAREHOLDERS) AND 4145 (RELATING TO
22 APPLICABILITY OF CERTAIN SAFEGUARDS TO FOREIGN DOMICILIARY
23 CORPORATIONS) AND 42 PA.C.S. § 2503(7) (RELATING TO RIGHT OF
24 PARTICIPANTS TO RECEIVE COUNSEL FEES).
25 SUBCHAPTER D
26 DISSENTERS RIGHTS
27 SEC.
28 1571. APPLICATION AND EFFECT OF SUBCHAPTER.
29 1572. DEFINITIONS.
30 1573. RECORD AND BENEFICIAL HOLDERS AND OWNERS.
19870S1200B2515 - 172 -
1 1574. NOTICE OF INTENTION TO DISSENT.
2 1575. NOTICE TO DEMAND PAYMENT.
3 1576. FAILURE TO COMPLY WITH NOTICE TO DEMAND PAYMENT, ETC.
4 1577. RELEASE OF RESTRICTIONS OR PAYMENT FOR SHARES.
5 1578. ESTIMATE BY DISSENTER OF FAIR VALUE OF SHARES.
6 1579. VALUATION PROCEEDINGS GENERALLY.
7 1580. COSTS AND EXPENSES OF VALUATION PROCEEDINGS.
8 § 1571. APPLICATION AND EFFECT OF SUBCHAPTER.
9 (A) GENERAL RULE.--EXCEPT AS OTHERWISE PROVIDED IN
10 SUBSECTION (B), ANY SHAREHOLDER OF A BUSINESS CORPORATION SHALL
11 HAVE THE RIGHT TO DISSENT FROM, AND TO OBTAIN PAYMENT OF THE
12 FAIR VALUE OF HIS SHARES IN THE EVENT OF, ANY CORPORATE ACTION,
13 OR TO OTHERWISE OBTAIN FAIR VALUE FOR HIS SHARES, WHERE THIS
14 SUBPART EXPRESSLY PROVIDES THAT A SHAREHOLDER SHALL HAVE THE
15 RIGHTS AND REMEDIES PROVIDED IN THIS SUBCHAPTER. SEE:
16 SECTION 1906(C) (RELATING TO DISSENTERS RIGHTS UPON
17 SPECIAL TREATMENT).
18 SECTION 1930 (RELATING TO DISSENTERS RIGHTS).
19 SECTION 1931(D) (RELATING TO DISSENTERS RIGHTS IN SHARE
20 EXCHANGES).
21 SECTION 1932(C) (RELATING TO DISSENTERS RIGHTS IN ASSET
22 TRANSFERS).
23 SECTION 1952(D) (RELATING TO DISSENTERS RIGHTS IN
24 DIVISION).
25 SECTION 1962(C) (RELATING TO DISSENTERS RIGHTS IN
26 CONVERSION).
27 SECTION 2104(B) (RELATING TO PROCEDURE).
28 SECTION 2324 (RELATING TO CORPORATION OPTION WHERE A
29 RESTRICTION ON TRANSFER OF A SECURITY IS HELD INVALID).
30 SECTION 2325(B) (RELATING TO MINIMUM VOTE REQUIREMENT).
19870S1200B2515 - 173 -
1 SECTION 2704 (RELATING TO DISSENTERS RIGHTS UPON
2 ELECTION).
3 SECTION 2907(A) (RELATING TO PROCEEDINGS TO TERMINATE
4 BREACH OF QUALIFYING CONDITIONS).
5 (B) EXCEPTIONS.--
6 (1) EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH (2), THE
7 HOLDERS OF THE SHARES OF ANY CLASS OR SERIES OF SHARES THAT,
8 AT THE RECORD DATE FIXED TO DETERMINE THE SHAREHOLDERS
9 ENTITLED TO NOTICE OF AND TO VOTE AT THE MEETING AT WHICH A
10 PLAN SPECIFIED IN ANY OF SECTION 1930, 1931(D), 1932(C) OR
11 1952(D) IS TO BE VOTED ON, ARE EITHER:
12 (I) LISTED ON A NATIONAL SECURITIES EXCHANGE; OR
13 (II) HELD OF RECORD BY MORE THAN 2,000 SHAREHOLDERS;
14 SHALL NOT HAVE THE RIGHT TO OBTAIN PAYMENT OF THE FAIR VALUE
15 OF ANY SUCH SHARES UNDER THIS SUBCHAPTER.
16 (2) PARAGRAPH (1) SHALL NOT APPLY TO AND DISSENTERS
17 RIGHTS SHALL BE AVAILABLE WITHOUT EXCEPTION IN THE CASE OF:
18 (I) SHARES CONVERTED BY A PLAN IF THE SHARES ARE NOT
19 CONVERTED SOLELY INTO SHARES OF THE ACQUIRING, SURVIVING,
20 NEW OR OTHER CORPORATION OR SOLELY INTO SUCH SHARES AND
21 MONEY IN LIEU OF FRACTIONAL SHARES.
22 (II) SHARES OF ANY PREFERRED OR SPECIAL CLASS UNLESS
23 THE ARTICLES, THE PLAN OR THE TERMS OF THE TRANSACTION
24 ENTITLE ALL SHAREHOLDERS OF THE CLASS TO VOTE THEREON AND
25 REQUIRE FOR THE ADOPTION OF THE PLAN OR THE EFFECTUATION
26 OF THE TRANSACTION THE AFFIRMATIVE VOTE OF A MAJORITY OF
27 THE VOTES CAST BY ALL SHAREHOLDERS OF THE CLASS.
28 (3) THE SHAREHOLDERS OF A CORPORATION THAT ACQUIRES BY
29 PURCHASE, LEASE, EXCHANGE OR OTHER DISPOSITION ALL OR
30 SUBSTANTIALLY ALL OF THE SHARES, PROPERTY OR ASSETS OF
19870S1200B2515 - 174 -
1 ANOTHER CORPORATION BY THE ISSUANCE OF SHARES, OBLIGATIONS OR
2 OTHERWISE, WITH OR WITHOUT ASSUMING THE LIABILITIES OF THE
3 OTHER CORPORATION AND WITH OR WITHOUT THE INTERVENTION OF
4 ANOTHER CORPORATION OR OTHER PERSON, SHALL NOT BE ENTITLED TO
5 THE RIGHTS AND REMEDIES OF DISSENTING SHAREHOLDERS PROVIDED
6 IN THIS SUBCHAPTER REGARDLESS OF THE FACT, IF IT BE THE CASE,
7 THAT THE ACQUISITION WAS ACCOMPLISHED BY THE ISSUANCE OF
8 VOTING SHARES OF THE CORPORATION TO BE OUTSTANDING
9 IMMEDIATELY AFTER THE ACQUISITION SUFFICIENT TO ELECT A
10 MAJORITY OR MORE OF THE DIRECTORS OF THE CORPORATION.
11 (C) GRANT OF OPTIONAL DISSENTERS RIGHTS.--THE BYLAWS OR A
12 RESOLUTION OF THE BOARD OF DIRECTORS MAY DIRECT THAT ALL OR A
13 PART OF THE SHAREHOLDERS SHALL HAVE DISSENTERS RIGHTS IN
14 CONNECTION WITH ANY CORPORATE ACTION OR OTHER TRANSACTION THAT
15 WOULD OTHERWISE NOT ENTITLE SUCH SHAREHOLDERS TO DISSENTERS
16 RIGHTS.
17 (D) NOTICE OF DISSENTERS RIGHTS.--UNLESS OTHERWISE PROVIDED
18 BY STATUTE, IF A PROPOSED CORPORATE ACTION THAT WOULD GIVE RISE
19 TO DISSENTERS RIGHTS UNDER THIS SUBPART IS SUBMITTED TO A VOTE
20 AT A MEETING OF SHAREHOLDERS, THERE SHALL BE INCLUDED IN OR
21 ENCLOSED WITH THE NOTICE OF MEETING:
22 (1) A STATEMENT OF THE PROPOSED ACTION AND A STATEMENT
23 THAT THE SHAREHOLDERS HAVE A RIGHT TO DISSENT AND OBTAIN
24 PAYMENT OF THE FAIR VALUE OF THEIR SHARES BY COMPLYING WITH
25 THE TERMS OF THIS SUBCHAPTER; AND
26 (2) A COPY OF THIS SUBCHAPTER.
27 (E) OTHER STATUTES.--THE PROCEDURES OF THIS SUBCHAPTER SHALL
28 ALSO BE APPLICABLE TO ANY TRANSACTION DESCRIBED IN ANY STATUTE
29 OTHER THAN THIS SUBPART THAT MAKES REFERENCE TO THIS SUBCHAPTER
30 FOR THE PURPOSE OF GRANTING DISSENTERS RIGHTS.
19870S1200B2515 - 175 -
1 (F) CROSS REFERENCES.--SEE SECTIONS 1105 (RELATING TO
2 RESTRICTION ON EQUITABLE RELIEF) AND, 1904 (RELATING TO DE FACTO <--
3 TRANSACTION DOCTRINE ABOLISHED) AND 2512 (RELATING TO DISSENTERS
4 RIGHTS PROCEDURE).
5 § 1572. DEFINITIONS.
6 THE FOLLOWING WORDS AND PHRASES WHEN USED IN THIS SUBCHAPTER
7 SHALL HAVE THE MEANINGS GIVEN TO THEM IN THIS SECTION UNLESS THE
8 CONTEXT CLEARLY INDICATES OTHERWISE:
9 "CORPORATION." THE ISSUER OF THE SHARES HELD OR OWNED BY THE
10 DISSENTER BEFORE THE CORPORATE ACTION OR THE SUCCESSOR BY
11 MERGER, CONSOLIDATION, DIVISION, CONVERSION OR OTHERWISE OF THAT
12 ISSUER.
13 "DISSENTER." A SHAREHOLDER OR BENEFICIAL OWNER WHO IS
14 ENTITLED TO AND DOES ASSERT DISSENTERS RIGHTS UNDER THIS
15 SUBCHAPTER AND WHO HAS PERFORMED EVERY ACT REQUIRED UP TO THE
16 TIME INVOLVED FOR THE ASSERTION OF THOSE RIGHTS.
17 "FAIR VALUE." THE FAIR VALUE OF SHARES IMMEDIATELY BEFORE
18 THE EFFECTUATION OF THE CORPORATE ACTION TO WHICH THE DISSENTER
19 OBJECTS TAKING INTO ACCOUNT ALL RELEVANT FACTORS, BUT EXCLUDING
20 ANY APPRECIATION OR DEPRECIATION IN ANTICIPATION OF THE
21 CORPORATE ACTION.
22 "INTEREST." INTEREST FROM THE EFFECTIVE DATE OF THE
23 CORPORATE ACTION UNTIL THE DATE OF PAYMENT AT SUCH RATE AS IS
24 FAIR AND EQUITABLE UNDER ALL THE CIRCUMSTANCES, TAKING INTO
25 ACCOUNT ALL RELEVANT FACTORS INCLUDING THE AVERAGE RATE
26 CURRENTLY PAID BY THE CORPORATION ON ITS PRINCIPAL BANK LOANS.
27 § 1573. RECORD AND BENEFICIAL HOLDERS AND OWNERS.
28 (A) RECORD HOLDERS OF SHARES.--A RECORD HOLDER OF SHARES OF
29 A BUSINESS CORPORATION MAY ASSERT DISSENTERS RIGHTS AS TO FEWER
30 THAN ALL OF THE SHARES REGISTERED IN HIS NAME ONLY IF HE
19870S1200B2515 - 176 -
1 DISSENTS WITH RESPECT TO ALL THE SHARES BENEFICIALLY OWNED BY
2 ANY ONE PERSON AND DISCLOSES THE NAME AND ADDRESS OF THE PERSON
3 OR PERSONS ON WHOSE BEHALF HE DISSENTS. IN THAT EVENT, HIS
4 RIGHTS SHALL BE DETERMINED AS IF THE SHARES AS TO WHICH HE HAS
5 DISSENTED AND HIS OTHER SHARES WERE REGISTERED IN THE NAMES OF
6 DIFFERENT SHAREHOLDERS.
7 (B) BENEFICIAL OWNERS OF SHARES.--A BENEFICIAL OWNER OF
8 SHARES OF A BUSINESS CORPORATION WHO IS NOT THE RECORD HOLDER
9 MAY ASSERT DISSENTERS RIGHTS WITH RESPECT TO SHARES HELD ON HIS
10 BEHALF AND SHALL BE TREATED AS A DISSENTING SHAREHOLDER UNDER
11 THE TERMS OF THIS SUBCHAPTER IF HE SUBMITS TO THE CORPORATION
12 NOT LATER THAN THE TIME OF THE ASSERTION OF DISSENTERS RIGHTS A
13 WRITTEN CONSENT OF THE RECORD HOLDER. A BENEFICIAL OWNER MAY NOT
14 DISSENT WITH RESPECT TO SOME BUT LESS THAN ALL SHARES OF THE
15 SAME CLASS OR SERIES OWNED BY THE OWNER, WHETHER OR NOT THE
16 SHARES SO OWNED BY HIM ARE REGISTERED IN HIS NAME.
17 § 1574. NOTICE OF INTENTION TO DISSENT.
18 IF THE PROPOSED CORPORATE ACTION IS SUBMITTED TO A VOTE AT A
19 MEETING OF SHAREHOLDERS OF A BUSINESS CORPORATION, ANY PERSON
20 WHO WISHES TO DISSENT AND OBTAIN PAYMENT OF THE FAIR VALUE OF
21 HIS SHARES MUST FILE WITH THE CORPORATION, PRIOR TO THE VOTE, A
22 WRITTEN NOTICE OF INTENTION TO DEMAND THAT HE BE PAID THE FAIR
23 VALUE FOR HIS SHARES IF THE PROPOSED ACTION IS EFFECTUATED, MUST
24 EFFECT NO CHANGE IN THE BENEFICIAL OWNERSHIP OF HIS SHARES FROM
25 THE DATE OF SUCH FILING CONTINUOUSLY THROUGH THE EFFECTIVE DATE
26 OF THE PROPOSED ACTION AND MUST REFRAIN FROM VOTING HIS SHARES
27 IN APPROVAL OF SUCH ACTION. A DISSENTER WHO FAILS IN ANY RESPECT
28 SHALL NOT ACQUIRE ANY RIGHT TO PAYMENT OF THE FAIR VALUE OF HIS
29 SHARES UNDER THIS SUBCHAPTER. NEITHER A PROXY NOR A VOTE AGAINST
30 THE PROPOSED CORPORATE ACTION SHALL CONSTITUTE THE WRITTEN
19870S1200B2515 - 177 -
1 NOTICE REQUIRED BY THIS SECTION.
2 § 1575. NOTICE TO DEMAND PAYMENT.
3 (A) GENERAL RULE.--IF THE PROPOSED CORPORATE ACTION IS
4 APPROVED BY THE REQUIRED VOTE AT A MEETING OF SHAREHOLDERS OF A
5 BUSINESS CORPORATION, THE CORPORATION SHALL MAIL A FURTHER
6 NOTICE TO ALL DISSENTERS WHO GAVE DUE NOTICE OF INTENTION TO
7 DEMAND PAYMENT OF THE FAIR VALUE OF THEIR SHARES AND WHO
8 REFRAINED FROM VOTING IN FAVOR OF THE PROPOSED ACTION. IF THE
9 PROPOSED CORPORATE ACTION IS TO BE TAKEN WITHOUT A VOTE OF
10 SHAREHOLDERS, THE CORPORATION SHALL SEND TO ALL SHAREHOLDERS WHO
11 ARE ENTITLED TO DISSENT AND DEMAND PAYMENT OF THE FAIR VALUE OF
12 THEIR SHARES A NOTICE OF THE ADOPTION OF THE PLAN OR OTHER
13 CORPORATE ACTION. IN EITHER CASE, THE NOTICE SHALL:
14 (1) STATE WHERE AND WHEN A DEMAND FOR PAYMENT MUST BE
15 SENT AND CERTIFICATES FOR CERTIFICATED SHARES MUST BE
16 DEPOSITED IN ORDER TO OBTAIN PAYMENT.
17 (2) INFORM HOLDERS OF UNCERTIFICATED SHARES TO WHAT
18 EXTENT TRANSFER OF SHARES WILL BE RESTRICTED FROM THE TIME
19 THAT DEMAND FOR PAYMENT IS RECEIVED.
20 (3) SUPPLY A FORM FOR DEMANDING PAYMENT THAT INCLUDES A
21 REQUEST FOR CERTIFICATION OF THE DATE ON WHICH THE
22 SHAREHOLDER, OR THE PERSON ON WHOSE BEHALF THE SHAREHOLDER
23 DISSENTS, ACQUIRED BENEFICIAL OWNERSHIP OF THE SHARES.
24 (4) BE ACCOMPANIED BY A COPY OF THIS SUBCHAPTER.
25 (B) TIME FOR RECEIPT OF DEMAND FOR PAYMENT.--THE TIME SET
26 FOR RECEIPT OF THE DEMAND AND DEPOSIT OF CERTIFICATED SHARES
27 SHALL BE NOT LESS THAN 30 DAYS FROM THE MAILING OF THE NOTICE.
28 § 1576. FAILURE TO COMPLY WITH NOTICE TO DEMAND PAYMENT, ETC.
29 (A) EFFECT OF FAILURE OF SHAREHOLDER TO ACT.--A SHAREHOLDER
30 WHO FAILS TO DEMAND PAYMENT, OR FAILS (IN THE CASE OF
19870S1200B2515 - 178 -
1 CERTIFICATED SHARES) TO DEPOSIT CERTIFICATES, AS REQUIRED BY A
2 NOTICE PURSUANT TO SECTION 1575 (RELATING TO NOTICE TO DEMAND
3 PAYMENT) SHALL NOT HAVE ANY RIGHT UNDER THIS SUBCHAPTER TO
4 RECEIVE PAYMENT OF THE FAIR VALUE OF HIS SHARES.
5 (B) RESTRICTION ON UNCERTIFICATED SHARES.--IF THE SHARES ARE
6 NOT REPRESENTED BY CERTIFICATES, THE BUSINESS CORPORATION MAY
7 RESTRICT THEIR TRANSFER FROM THE TIME OF RECEIPT OF DEMAND FOR
8 PAYMENT UNTIL EFFECTUATION OF THE PROPOSED CORPORATE ACTION OR
9 THE RELEASE OF RESTRICTIONS UNDER THE TERMS OF SECTION 1577(A)
10 (RELATING TO FAILURE TO EFFECTUATE CORPORATE ACTION).
11 (C) RIGHTS RETAINED BY SHAREHOLDER.--THE DISSENTER SHALL
12 RETAIN ALL OTHER RIGHTS OF A SHAREHOLDER UNTIL THOSE RIGHTS ARE
13 MODIFIED BY EFFECTUATION OF THE PROPOSED CORPORATE ACTION.
14 § 1577. RELEASE OF RESTRICTIONS OR PAYMENT FOR SHARES.
15 (A) FAILURE TO EFFECTUATE CORPORATE ACTION.--WITHIN 60 DAYS
16 AFTER THE DATE SET FOR DEMANDING PAYMENT AND DEPOSITING
17 CERTIFICATES, IF THE BUSINESS CORPORATION HAS NOT EFFECTUATED
18 THE PROPOSED CORPORATE ACTION, IT SHALL RETURN ANY CERTIFICATES
19 THAT HAVE BEEN DEPOSITED AND RELEASE UNCERTIFICATED SHARES FROM
20 ANY TRANSFER RESTRICTIONS IMPOSED BY REASON OF THE DEMAND FOR
21 PAYMENT.
22 (B) RENEWAL OF NOTICE TO DEMAND PAYMENT.--WHEN
23 UNCERTIFICATED SHARES HAVE BEEN RELEASED FROM TRANSFER
24 RESTRICTIONS AND DEPOSITED CERTIFICATES HAVE BEEN RETURNED, THE
25 CORPORATION MAY AT ANY LATER TIME SEND A NEW NOTICE CONFORMING
26 TO THE REQUIREMENTS OF SECTION 1575 (RELATING TO NOTICE TO
27 DEMAND PAYMENT), WITH LIKE EFFECT.
28 (C) PAYMENT OF FAIR VALUE OF SHARES.--PROMPTLY AFTER
29 EFFECTUATION OF THE PROPOSED CORPORATE ACTION, OR UPON TIMELY
30 RECEIPT OF DEMAND FOR PAYMENT IF THE CORPORATE ACTION HAS
19870S1200B2515 - 179 -
1 ALREADY BEEN EFFECTUATED, THE CORPORATION SHALL EITHER REMIT TO
2 DISSENTERS WHO HAVE MADE DEMAND AND (IF THEIR SHARES ARE
3 CERTIFICATED) HAVE DEPOSITED THEIR CERTIFICATES THE AMOUNT THAT
4 THE CORPORATION ESTIMATES TO BE THE FAIR VALUE OF THE SHARES, OR
5 GIVE WRITTEN NOTICE THAT NO REMITTANCE UNDER THIS SECTION WILL
6 BE MADE. THE REMITTANCE OR NOTICE SHALL BE ACCOMPANIED BY:
7 (1) THE CLOSING BALANCE SHEET AND STATEMENT OF INCOME OF
8 THE ISSUER OF THE SHARES HELD OR OWNED BY THE DISSENTER FOR A
9 FISCAL YEAR ENDING NOT MORE THAN 16 MONTHS BEFORE THE DATE OF
10 REMITTANCE TOGETHER WITH THE LATEST AVAILABLE INTERIM
11 FINANCIAL STATEMENTS.
12 (2) A STATEMENT OF THE CORPORATION'S ESTIMATE OF THE
13 FAIR VALUE OF THE SHARES.
14 (3) A NOTICE OF THE RIGHT OF THE DISSENTER TO DEMAND
15 SUPPLEMENTAL PAYMENT ACCOMPANIED BY A COPY OF THIS
16 SUBCHAPTER.
17 (D) FAILURE TO MAKE PAYMENT.--IF THE CORPORATION DOES NOT
18 REMIT THE AMOUNT OF ITS ESTIMATE OF THE FAIR VALUE OF THE SHARES
19 AS PROVIDED BY SUBSECTION (C), IT SHALL RETURN ANY CERTIFICATES
20 THAT HAVE BEEN DEPOSITED AND RELEASE UNCERTIFICATED SHARES FROM
21 ANY TRANSFER RESTRICTIONS IMPOSED BY REASON OF THE DEMAND FOR
22 PAYMENT. THE CORPORATION MAY MAKE A NOTATION ON ANY SUCH
23 CERTIFICATE OR ON THE RECORDS OF THE CORPORATION RELATING TO ANY
24 UNCERTIFICATED SHARES THAT SUCH DEMAND HAS BEEN MADE. IF SHARES
25 WITH RESPECT TO WHICH NOTATION HAS BEEN SO MADE SHALL BE
26 TRANSFERRED, EACH NEW CERTIFICATE ISSUED THEREFOR OR THE RECORDS
27 RELATING TO ANY TRANSFERRED UNCERTIFICATED SHARES SHALL BEAR A
28 SIMILAR NOTATION, TOGETHER WITH THE NAME OF THE ORIGINAL
29 DISSENTING HOLDER OR OWNER OF SUCH SHARES. A TRANSFEREE OF SUCH
30 SHARES SHALL NOT ACQUIRE BY SUCH TRANSFER ANY RIGHTS IN THE
19870S1200B2515 - 180 -
1 CORPORATION OTHER THAN THOSE THAT THE ORIGINAL DISSENTER HAD
2 AFTER MAKING DEMAND FOR PAYMENT OF THEIR FAIR VALUE.
3 § 1578. ESTIMATE BY DISSENTER OF FAIR VALUE OF SHARES.
4 (A) GENERAL RULE.--IF THE BUSINESS CORPORATION GIVES NOTICE
5 OF ITS ESTIMATE OF THE FAIR VALUE OF THE SHARES, WITHOUT
6 REMITTING SUCH AMOUNT, OR REMITS PAYMENT OF ITS ESTIMATE OF THE
7 FAIR VALUE OF A DISSENTER'S SHARES AS PERMITTED BY SECTION
8 1577(C) (RELATING TO PAYMENT OF FAIR VALUE OF SHARES) AND THE
9 DISSENTER BELIEVES THAT THE AMOUNT STATED OR REMITTED IS LESS
10 THAN THE FAIR VALUE OF HIS SHARES, HE MAY SEND TO THE
11 CORPORATION HIS OWN ESTIMATE OF THE FAIR VALUE OF THE SHARES,
12 WHICH SHALL BE DEEMED A DEMAND FOR PAYMENT OF THE AMOUNT OR THE
13 DEFICIENCY.
14 (B) EFFECT OF FAILURE TO FILE ESTIMATE.--WHERE A CORPORATION
15 HAS REMITTED PAYMENT OF ITS ESTIMATED VALUE OF A DISSENTER'S
16 SHARES, AND THE DISSENTER DOES NOT FILE HIS OWN ESTIMATE WITHIN
17 30 DAYS AFTER THE MAILING BY THE CORPORATION OF ITS REMITTANCE,
18 THE DISSENTER SHALL BE ENTITLED TO NO MORE THAN THE AMOUNT
19 REMITTED TO HIM BY THE CORPORATION.
20 § 1579. VALUATION PROCEEDINGS GENERALLY.
21 (A) GENERAL RULE.--WITHIN 60 DAYS AFTER THE LATEST OF:
22 (1) EFFECTUATION OF THE PROPOSED CORPORATE ACTION;
23 (2) TIMELY RECEIPT OF ANY DEMANDS FOR PAYMENT UNDER
24 SECTION 1575 (RELATING TO NOTICE TO DEMAND PAYMENT); OR
25 (3) TIMELY RECEIPT OF ANY ESTIMATES PURSUANT TO SECTION
26 1578 (RELATING TO ESTIMATE BY DISSENTER OF FAIR VALUE OF
27 SHARES);
28 IF ANY DEMANDS FOR PAYMENT REMAIN UNSETTLED, THE BUSINESS
29 CORPORATION MAY FILE IN COURT AN APPLICATION FOR RELIEF
30 REQUESTING THAT THE FAIR VALUE OF THE SHARES BE DETERMINED BY
19870S1200B2515 - 181 -
1 THE COURT.
2 (B) MANDATORY JOINDER OF DISSENTERS.--ALL DISSENTERS,
3 WHEREVER RESIDING, WHOSE DEMANDS HAVE NOT BEEN SETTLED SHALL BE
4 MADE PARTIES TO THE PROCEEDING AS IN AN ACTION AGAINST THEIR
5 SHARES. A COPY OF THE APPLICATION SHALL BE SERVED ON EACH SUCH
6 DISSENTER. IF A DISSENTER IS A NONRESIDENT, THE COPY MAY BE
7 SERVED ON HIM IN THE MANNER PROVIDED OR PRESCRIBED BY OR
8 PURSUANT TO 42 PA.C.S. CH. 53 (RELATING TO BASES OF JURISDICTION
9 AND INTERSTATE AND INTERNATIONAL PROCEDURE).
10 (C) JURISDICTION OF THE COURT.--THE JURISDICTION OF THE
11 COURT SHALL BE PLENARY AND EXCLUSIVE. THE COURT MAY APPOINT AN
12 APPRAISER TO RECEIVE EVIDENCE AND RECOMMEND A DECISION ON THE
13 ISSUE OF FAIR VALUE. THE APPRAISER SHALL HAVE SUCH POWER AND
14 AUTHORITY AS MAY BE SPECIFIED IN THE ORDER OF APPOINTMENT OR IN
15 ANY AMENDMENT THEREOF.
16 (D) MEASURE OF RECOVERY.--EACH DISSENTER WHO IS MADE A PARTY
17 SHALL BE ENTITLED TO RECOVER THE AMOUNT BY WHICH THE FAIR VALUE
18 OF HIS SHARES IS FOUND TO EXCEED THE AMOUNT, IF ANY, PREVIOUSLY
19 REMITTED, PLUS INTEREST.
20 (E) EFFECT OF CORPORATION'S FAILURE TO FILE APPLICATION.--IF
21 THE CORPORATION FAILS TO FILE AN APPLICATION AS PROVIDED IN
22 SUBSECTION (A), ANY DISSENTER WHO MADE A DEMAND AND WHO HAS NOT
23 ALREADY SETTLED HIS CLAIM AGAINST THE CORPORATION MAY DO SO IN
24 THE NAME OF THE CORPORATION AT ANY TIME WITHIN 30 DAYS AFTER THE
25 EXPIRATION OF THE 60-DAY PERIOD. IF A DISSENTER DOES NOT FILE AN
26 APPLICATION WITHIN THE 30-DAY PERIOD, EACH DISSENTER ENTITLED TO
27 FILE AN APPLICATION SHALL BE PAID THE CORPORATION'S ESTIMATE OF
28 THE FAIR VALUE OF THE SHARES AND NO MORE, AND MAY BRING AN
29 ACTION TO RECOVER ANY AMOUNT NOT PREVIOUSLY REMITTED.
30 § 1580. COSTS AND EXPENSES OF VALUATION PROCEEDINGS.
19870S1200B2515 - 182 -
1 (A) GENERAL RULE.--THE COSTS AND EXPENSES OF ANY PROCEEDING
2 UNDER SECTION 1579 (RELATING TO VALUATION PROCEEDINGS
3 GENERALLY), INCLUDING THE REASONABLE COMPENSATION AND EXPENSES
4 OF THE APPRAISER APPOINTED BY THE COURT, SHALL BE DETERMINED BY
5 THE COURT AND ASSESSED AGAINST THE BUSINESS CORPORATION EXCEPT
6 THAT ANY PART OF THE COSTS AND EXPENSES MAY BE APPORTIONED AND
7 ASSESSED AS THE COURT DEEMS APPROPRIATE AGAINST ALL OR SOME OF
8 THE DISSENTERS WHO ARE PARTIES AND WHOSE ACTION IN DEMANDING

Historical Act text part 4

9 SUPPLEMENTAL PAYMENT UNDER SECTION 1578 (RELATING TO ESTIMATE BY
10 DISSENTER OF FAIR VALUE OF SHARES) THE COURT FINDS TO BE
11 DILATORY, OBDURATE, ARBITRARY, VEXATIOUS OR IN BAD FAITH.
12 (B) ASSESSMENT OF COUNSEL FEES AND EXPERT FEES WHERE LACK OF
13 GOOD FAITH APPEARS.--FEES AND EXPENSES OF COUNSEL AND OF EXPERTS
14 FOR THE RESPECTIVE PARTIES MAY BE ASSESSED AS THE COURT DEEMS
15 APPROPRIATE AGAINST THE CORPORATION AND IN FAVOR OF ANY OR ALL
16 DISSENTERS IF THE CORPORATION FAILED TO COMPLY SUBSTANTIALLY
17 WITH THE REQUIREMENTS OF THIS SUBCHAPTER AND MAY BE ASSESSED
18 AGAINST EITHER THE CORPORATION OR A DISSENTER, IN FAVOR OF ANY
19 OTHER PARTY, IF THE COURT FINDS THAT THE PARTY AGAINST WHOM THE
20 FEES AND EXPENSES ARE ASSESSED ACTED IN BAD FAITH OR IN A
21 DILATORY, OBDURATE, ARBITRARY OR VEXATIOUS MANNER IN RESPECT TO
22 THE RIGHTS PROVIDED BY THIS SUBCHAPTER.
23 (C) AWARD OF FEES FOR BENEFITS TO OTHER DISSENTERS.--IF THE
24 COURT FINDS THAT THE SERVICES OF COUNSEL FOR ANY DISSENTER WERE
25 OF SUBSTANTIAL BENEFIT TO OTHER DISSENTERS SIMILARLY SITUATED
26 AND SHOULD NOT BE ASSESSED AGAINST THE CORPORATION, IT MAY AWARD
27 TO THOSE COUNSEL REASONABLE FEES TO BE PAID OUT OF THE AMOUNTS
28 AWARDED TO THE DISSENTERS WHO WERE BENEFITED.
29 CHAPTER 17
30 OFFICERS, DIRECTORS AND SHAREHOLDERS
19870S1200B2515 - 183 -
1 SUBCHAPTER
2 A. NOTICE AND MEETINGS GENERALLY
3 B. DIRECTORS AND OFFICERS
4 C. INDEMNIFICATION
5 D. SHAREHOLDERS
6 E. DERIVATIVE ACTIONS
7 F. JUDICIAL SUPERVISION OF CORPORATE ACTION
8 SUBCHAPTER A
9 NOTICE AND MEETINGS GENERALLY
10 SEC.
11 1701. APPLICABILITY OF SUBCHAPTER.
12 1702. MANNER OF GIVING NOTICE.
13 1703. PLACE AND NOTICE OF MEETINGS OF BOARD OF DIRECTORS.
14 1704. PLACE AND NOTICE OF MEETINGS OF SHAREHOLDERS.
15 1705. WAIVER OF NOTICE.
16 1706. MODIFICATION OF PROPOSAL CONTAINED IN NOTICE.
17 1707. EXCEPTION TO REQUIREMENT OF NOTICE.
18 1708. USE OF CONFERENCE TELEPHONE AND SIMILAR EQUIPMENT.
19 § 1701. APPLICABILITY OF SUBCHAPTER.
20 THE PROVISIONS OF THIS SUBCHAPTER SHALL APPLY TO EVERY
21 BUSINESS CORPORATION UNLESS OTHERWISE RESTRICTED:
22 (1) BY ANY OTHER PROVISION OF THIS SUBPART; OR
23 (2) EXCEPT WITH RESPECT TO SECTION 1707(A) (RELATING TO
24 EXCEPTION TO REQUIREMENT OF NOTICE), IN THE BYLAWS.
25 § 1702. MANNER OF GIVING NOTICE.
26 (A) GENERAL RULE.--WHENEVER WRITTEN NOTICE IS REQUIRED TO BE
27 GIVEN TO ANY PERSON UNDER THE PROVISIONS OF THIS SUBPART OR BY
28 THE ARTICLES OR BYLAWS OF ANY BUSINESS CORPORATION, IT MAY BE
29 GIVEN TO THE PERSON EITHER PERSONALLY OR BY SENDING A COPY
30 THEREOF BY FIRST CLASS OR EXPRESS MAIL, POSTAGE PREPAID, OR BY
19870S1200B2515 - 184 -
1 TELEGRAM (WITH MESSENGER SERVICE SPECIFIED), TELEX OR TWX (WITH
2 ANSWERBACK RECEIVED) OR COURIER SERVICE, CHARGES PREPAID, OR BY
3 TELECOPIER, TO HIS ADDRESS (OR TO HIS TELEX, TWX, TELECOPIER OR
4 TELEPHONE NUMBER) APPEARING ON THE BOOKS OF THE CORPORATION OR,
5 IN THE CASE OF DIRECTORS, SUPPLIED BY HIM TO THE CORPORATION FOR
6 THE PURPOSE OF NOTICE. IF THE NOTICE IS SENT BY MAIL, TELEGRAPH
7 OR COURIER SERVICE, IT SHALL BE DEEMED TO HAVE BEEN GIVEN TO THE
8 PERSON ENTITLED THERETO WHEN DEPOSITED IN THE UNITED STATES MAIL
9 OR WITH A TELEGRAPH OFFICE OR COURIER SERVICE FOR DELIVERY TO
10 THAT PERSON OR, IN THE CASE OF TELEX OR TWX, WHEN DISPATCHED. A
11 NOTICE OF MEETING SHALL SPECIFY THE PLACE, DAY AND HOUR OF THE
12 MEETING AND ANY OTHER INFORMATION REQUIRED BY ANY OTHER
13 PROVISION OF THIS SUBPART.
14 (B) ADJOURNED SHAREHOLDER MEETINGS.--WHEN A MEETING OF
15 SHAREHOLDERS IS ADJOURNED, IT SHALL NOT BE NECESSARY TO GIVE ANY
16 NOTICE OF THE ADJOURNED MEETING OR OF THE BUSINESS TO BE
17 TRANSACTED AT AN ADJOURNED MEETING, OTHER THAN BY ANNOUNCEMENT
18 AT THE MEETING AT WHICH THE ADJOURNMENT IS TAKEN, UNLESS THE
19 BOARD FIXES A NEW RECORD DATE FOR THE ADJOURNED MEETING.
20 § 1703. PLACE AND NOTICE OF MEETINGS OF BOARD OF DIRECTORS.
21 (A) PLACE.--MEETINGS OF THE BOARD OF DIRECTORS MAY BE HELD
22 AT SUCH PLACE WITHIN OR WITHOUT THIS COMMONWEALTH AS THE BOARD
23 OF DIRECTORS MAY FROM TIME TO TIME APPOINT OR AS MAY BE
24 DESIGNATED IN THE NOTICE OF THE MEETING.
25 (B) NOTICE.--MEETINGS OF THE BOARD OF DIRECTORS MAY BE HELD
26 UPON SUCH NOTICE, IF ANY, AS THE BYLAWS MAY PRESCRIBE. UNLESS
27 OTHERWISE PROVIDED IN THE BYLAWS, WRITTEN NOTICE OF EVERY
28 MEETING OF THE BOARD OF DIRECTORS SHALL BE GIVEN TO EACH
29 DIRECTOR AT LEAST FIVE DAYS BEFORE THE DAY NAMED FOR THE
30 MEETING. NEITHER THE BUSINESS TO BE TRANSACTED AT, NOR THE
19870S1200B2515 - 185 -
1 PURPOSE OF, ANY REGULAR OR SPECIAL MEETING OF THE BOARD NEED BE
2 SPECIFIED IN THE NOTICE OF THE MEETING.
3 § 1704. PLACE AND NOTICE OF MEETINGS OF SHAREHOLDERS.
4 (A) PLACE.--MEETINGS OF SHAREHOLDERS MAY BE HELD AT SUCH
5 PLACE WITHIN OR WITHOUT THIS COMMONWEALTH AS MAY BE PROVIDED IN
6 OR FIXED PURSUANT TO THE BYLAWS. UNLESS OTHERWISE PROVIDED IN OR
7 PURSUANT TO THE BYLAWS, ALL MEETINGS OF THE SHAREHOLDERS SHALL
8 BE HELD IN THIS COMMONWEALTH AT THE REGISTERED OFFICE OF THE
9 CORPORATION.
10 (B) NOTICE.--WRITTEN NOTICE OF EVERY MEETING OF THE
11 SHAREHOLDERS SHALL BE GIVEN BY, OR AT THE DIRECTION OF, THE
12 SECRETARY OR OTHER AUTHORIZED PERSON TO EACH SHAREHOLDER OF
13 RECORD ENTITLED TO VOTE AT THE MEETING AT LEAST:
14 (1) TEN DAYS PRIOR TO THE DAY NAMED FOR A MEETING CALLED
15 TO CONSIDER A FUNDAMENTAL CHANGE UNDER CHAPTER 19 (RELATING
16 TO FUNDAMENTAL CHANGES); OR
17 (2) FIVE DAYS PRIOR TO THE DAY NAMED FOR THE MEETING IN
18 ANY OTHER CASE.
19 IF THE SECRETARY OR OTHER AUTHORIZED PERSON NEGLECTS OR REFUSES
20 TO GIVE NOTICE OF A MEETING, THE PERSON OR PERSONS CALLING THE
21 MEETING MAY DO SO. IN THE CASE OF A SPECIAL MEETING OF
22 SHAREHOLDERS, THE NOTICE SHALL SPECIFY THE GENERAL NATURE OF THE
23 BUSINESS TO BE TRANSACTED.
24 § 1705. WAIVER OF NOTICE.
25 (A) WRITTEN WAIVER.--WHENEVER ANY WRITTEN NOTICE IS REQUIRED
26 TO BE GIVEN UNDER THE PROVISIONS OF THIS SUBPART OR THE ARTICLES
27 OR BYLAWS OF ANY BUSINESS CORPORATION, A WAIVER THEREOF IN
28 WRITING, SIGNED BY THE PERSON OR PERSONS ENTITLED TO THE NOTICE,
29 WHETHER BEFORE OR AFTER THE TIME STATED THEREIN, SHALL BE DEEMED
30 EQUIVALENT TO THE GIVING OF THE NOTICE. EXCEPT AS OTHERWISE
19870S1200B2515 - 186 -
1 REQUIRED BY THIS SUBSECTION, NEITHER THE BUSINESS TO BE
2 TRANSACTED AT, NOR THE PURPOSE OF, A MEETING NEED BE SPECIFIED
3 IN THE WAIVER OF NOTICE OF THE MEETING. IN THE CASE OF A SPECIAL
4 MEETING OF SHAREHOLDERS, THE WAIVER OF NOTICE SHALL SPECIFY THE
5 GENERAL NATURE OF THE BUSINESS TO BE TRANSACTED.
6 (B) WAIVER BY ATTENDANCE.--ATTENDANCE OF A PERSON AT ANY
7 MEETING SHALL CONSTITUTE A WAIVER OF NOTICE OF THE MEETING
8 EXCEPT WHERE A PERSON ATTENDS A MEETING FOR THE EXPRESS PURPOSE
9 OF OBJECTING, AT THE BEGINNING OF THE MEETING, TO THE
10 TRANSACTION OF ANY BUSINESS BECAUSE THE MEETING WAS NOT LAWFULLY
11 CALLED OR CONVENED.
12 § 1706. MODIFICATION OF PROPOSAL CONTAINED IN NOTICE.
13 WHENEVER THE LANGUAGE OF A PROPOSED RESOLUTION IS INCLUDED IN
14 A WRITTEN NOTICE OF A MEETING REQUIRED TO BE GIVEN UNDER THE
15 PROVISIONS OF THIS SUBPART OR THE ARTICLES OR BYLAWS OF ANY
16 BUSINESS CORPORATION, THE MEETING CONSIDERING THE RESOLUTION MAY
17 WITHOUT FURTHER NOTICE ADOPT IT WITH SUCH CLARIFYING OR OTHER
18 AMENDMENTS AS DO NOT ENLARGE ITS ORIGINAL PURPOSE.
19 § 1707. EXCEPTION TO REQUIREMENT OF NOTICE.
20 (A) GENERAL RULE.--WHENEVER ANY NOTICE OR COMMUNICATION IS
21 REQUIRED TO BE GIVEN TO ANY PERSON UNDER THE PROVISIONS OF THIS
22 SUBPART OR BY THE ARTICLES OR BYLAWS OF ANY BUSINESS CORPORATION
23 OR BY THE TERMS OF ANY AGREEMENT OR OTHER INSTRUMENT OR AS A
24 CONDITION PRECEDENT TO TAKING ANY CORPORATE ACTION AND
25 COMMUNICATION WITH THAT PERSON IS THEN UNLAWFUL, THE GIVING OF
26 THE NOTICE OR COMMUNICATION TO THAT PERSON SHALL NOT BE REQUIRED
27 AND THERE SHALL NOT BE ANY DUTY TO APPLY FOR A LICENSE OR OTHER
28 PERMISSION TO DO SO. ANY ACTION OR MEETING THAT IS TAKEN OR HELD
29 WITHOUT NOTICE OR COMMUNICATION TO THAT PERSON SHALL HAVE THE
30 SAME VALIDITY AS IF THE NOTICE OR COMMUNICATION HAD BEEN DULY
19870S1200B2515 - 187 -
1 GIVEN. IF THE ACTION TAKEN IS SUCH AS TO REQUIRE THE FILING OF
2 ANY DOCUMENT WITH RESPECT THERETO UNDER ANY PROVISION OF LAW OR
3 ANY AGREEMENT OR OTHER INSTRUMENT, IT SHALL BE SUFFICIENT, IF
4 SUCH IS THE FACT AND IF NOTICE OR COMMUNICATION IS REQUIRED, TO
5 STATE THEREIN THAT NOTICE OR COMMUNICATION WAS GIVEN TO ALL
6 PERSONS ENTITLED TO RECEIVE NOTICE OR COMMUNICATION EXCEPT
7 PERSONS WITH WHOM COMMUNICATION WAS UNLAWFUL. SEE SECTION 1701
8 (RELATING TO APPLICABILITY OF SUBCHAPTER).
9 (B) SHAREHOLDERS WITHOUT FORWARDING ADDRESSES.--SUBSECTION
10 (A) SHALL ALSO BE APPLICABLE TO ANY SHAREHOLDER WITH WHOM THE
11 CORPORATION HAS BEEN UNABLE TO COMMUNICATE FOR MORE THAN 24
12 CONSECUTIVE MONTHS BECAUSE COMMUNICATIONS TO THE SHAREHOLDER ARE
13 RETURNED UNCLAIMED OR THE SHAREHOLDER HAS OTHERWISE FAILED TO
14 PROVIDE THE CORPORATION WITH A CURRENT ADDRESS. WHENEVER THE
15 SHAREHOLDER PROVIDES THE CORPORATION WITH A CURRENT ADDRESS,
16 SUBSECTION (A) SHALL CEASE TO BE APPLICABLE TO THE SHAREHOLDER
17 UNDER THIS SUBSECTION.
18 § 1708. USE OF CONFERENCE TELEPHONE AND SIMILAR EQUIPMENT.
19 ONE OR MORE PERSONS MAY PARTICIPATE IN A MEETING OF THE
20 INCORPORATORS, THE BOARD OF DIRECTORS OR THE SHAREHOLDERS OF A
21 BUSINESS CORPORATION BY MEANS OF CONFERENCE TELEPHONE OR SIMILAR
22 COMMUNICATIONS EQUIPMENT BY MEANS OF WHICH ALL PERSONS
23 PARTICIPATING IN THE MEETING CAN HEAR EACH OTHER. PARTICIPATION
24 IN A MEETING PURSUANT TO THIS SECTION SHALL CONSTITUTE PRESENCE
25 IN PERSON AT THE MEETING.
26 SUBCHAPTER B
27 DIRECTORS AND OFFICERS
28 SEC.
29 1721. BOARD OF DIRECTORS.
30 1722. QUALIFICATIONS OF DIRECTORS.
19870S1200B2515 - 188 -
1 1723. NUMBER OF DIRECTORS.
2 1724. TERM OF OFFICE OF DIRECTORS.
3 1725. SELECTION OF DIRECTORS.
4 1726. REMOVAL OF DIRECTORS.
5 1727. QUORUM OF AND ACTION BY DIRECTORS.
6 1728. INTERESTED DIRECTORS OR OFFICERS; QUORUM.
7 1729. VOTING RIGHTS OF DIRECTORS.
8 1730. COMPENSATION OF DIRECTORS.
9 1731. EXECUTIVE AND OTHER COMMITTEES OF THE BOARD.
10 1732. OFFICERS.
11 1733. REMOVAL OF OFFICERS AND AGENTS.
12 § 1721. BOARD OF DIRECTORS.
13 (A) GENERAL RULE.--UNLESS OTHERWISE PROVIDED BY STATUTE OR
14 IN A BYLAW ADOPTED BY THE SHAREHOLDERS, ALL POWERS ENUMERATED IN
15 SECTION 1502 (RELATING TO GENERAL POWERS) AND ELSEWHERE IN THIS
16 SUBPART OR OTHERWISE VESTED BY LAW IN A BUSINESS CORPORATION
17 SHALL BE EXERCISED BY OR UNDER THE AUTHORITY OF, AND THE
18 BUSINESS AND AFFAIRS OF EVERY BUSINESS CORPORATION SHALL BE
19 MANAGED UNDER THE DIRECTION OF, A BOARD OF DIRECTORS. IF ANY
20 SUCH PROVISION IS MADE IN THE BYLAWS, THE POWERS AND DUTIES
21 CONFERRED OR IMPOSED UPON THE BOARD OF DIRECTORS BY THIS SUBPART
22 SHALL BE EXERCISED OR PERFORMED TO SUCH EXTENT AND BY SUCH
23 PERSON OR PERSONS AS SHALL BE PROVIDED IN THE BYLAWS.
24 (B) STANDARD OF CARE; JUSTIFIABLE RELIANCE.--A DIRECTOR
25 SHALL STAND IN A FIDUCIARY RELATION TO THE CORPORATION AND SHALL
26 PERFORM HIS DUTIES AS A DIRECTOR, INCLUDING HIS DUTIES AS A
27 MEMBER OF ANY COMMITTEE OF THE BOARD UPON WHICH HE MAY SERVE, IN
28 GOOD FAITH, IN A MANNER HE REASONABLY BELIEVES TO BE IN THE BEST
29 INTERESTS OF THE CORPORATION AND WITH SUCH CARE, INCLUDING
30 REASONABLE INQUIRY, SKILL AND DILIGENCE, AS A PERSON OF ORDINARY
19870S1200B2515 - 189 -
1 PRUDENCE WOULD USE UNDER SIMILAR CIRCUMSTANCES. IN PERFORMING
2 HIS DUTIES, A DIRECTOR SHALL BE ENTITLED TO RELY IN GOOD FAITH
3 ON INFORMATION, OPINIONS, REPORTS OR STATEMENTS, INCLUDING
4 FINANCIAL STATEMENTS AND OTHER FINANCIAL DATA, IN EACH CASE
5 PREPARED OR PRESENTED BY ANY OF THE FOLLOWING:
6 (1) ONE OR MORE OFFICERS OR EMPLOYEES OF THE CORPORATION
7 WHOM THE DIRECTOR REASONABLY BELIEVES TO BE RELIABLE AND
8 COMPETENT IN THE MATTERS PRESENTED.
9 (2) COUNSEL, PUBLIC ACCOUNTANTS OR OTHER PERSONS AS TO
10 MATTERS WHICH THE DIRECTOR REASONABLY BELIEVES TO BE WITHIN
11 THE PROFESSIONAL OR EXPERT COMPETENCE OF SUCH PERSON.
12 (3) A COMMITTEE OF THE BOARD UPON WHICH HE DOES NOT
13 SERVE, DULY DESIGNATED IN ACCORDANCE WITH LAW, AS TO MATTERS
14 WITHIN ITS DESIGNATED AUTHORITY, WHICH COMMITTEE THE DIRECTOR
15 REASONABLY BELIEVES TO MERIT CONFIDENCE.
16 A DIRECTOR SHALL NOT BE CONSIDERED TO BE ACTING IN GOOD FAITH IF
17 HE HAS KNOWLEDGE CONCERNING THE MATTER IN QUESTION THAT WOULD
18 CAUSE HIS RELIANCE TO BE UNWARRANTED.
19 (C) CONSIDERATION OF FACTORS.--IN DISCHARGING THE DUTIES OF
20 THEIR RESPECTIVE POSITIONS, THE BOARD OF DIRECTORS, COMMITTEES
21 OF THE BOARD AND INDIVIDUAL DIRECTORS MAY, IN CONSIDERING THE
22 BEST INTERESTS OF THE CORPORATION, CONSIDER THE EFFECTS OF ANY
23 ACTION UPON EMPLOYEES, UPON SUPPLIERS AND CUSTOMERS OF THE
24 CORPORATION AND UPON COMMUNITIES IN WHICH OFFICES OR OTHER
25 ESTABLISHMENTS OF THE CORPORATION ARE LOCATED, AND ALL OTHER
26 PERTINENT FACTORS. THE CONSIDERATION OF THOSE FACTORS SHALL NOT
27 CONSTITUTE A VIOLATION OF SUBSECTION (B).
28 (D) PRESUMPTION.--ABSENT BREACH OF FIDUCIARY DUTY, LACK OF
29 GOOD FAITH OR SELF-DEALING, ACTIONS TAKEN AS A DIRECTOR OR ANY
30 FAILURE TO TAKE ANY ACTION SHALL BE PRESUMED TO BE IN THE BEST
19870S1200B2515 - 190 -
1 INTERESTS OF THE CORPORATION.
2 (E) PERSONAL LIABILITY OF DIRECTORS.--
3 (1) IF A BYLAW ADOPTED BY THE SHAREHOLDERS SO PROVIDES,
4 A DIRECTOR SHALL NOT BE PERSONALLY LIABLE, AS SUCH, FOR MONETARY
5 DAMAGES FOR ANY ACTION TAKEN, OR ANY FAILURE TO TAKE ANY ACTION,
6 UNLESS:
7 (I) THE DIRECTOR HAS BREACHED OR FAILED TO PERFORM
8 THE DUTIES OF HIS OFFICE UNDER THIS SECTION; AND
9 (II) THE BREACH OR FAILURE TO PERFORM CONSTITUTES
10 SELF-DEALING, WILLFUL MISCONDUCT OR RECKLESSNESS.
11 (2) THE PROVISIONS OF PARAGRAPH (1) SHALL NOT APPLY TO:
12 (I) THE RESPONSIBILITY OR LIABILITY OF A DIRECTOR
13 PURSUANT TO ANY CRIMINAL STATUTE; OR
14 (II) THE LIABILITY OF A DIRECTOR FOR THE PAYMENT OF
15 TAXES PURSUANT TO LOCAL, STATE OR FEDERAL LAW.
16 (F) NOTATION OF DISSENT.--A DIRECTOR OF A CORPORATION WHO IS
17 PRESENT AT A MEETING OF ITS BOARD OF DIRECTORS, OR OF A
18 COMMITTEE OF THE BOARD, AT WHICH ACTION ON ANY CORPORATE MATTER
19 IS TAKEN SHALL BE PRESUMED TO HAVE ASSENTED TO THE ACTION TAKEN
20 UNLESS HIS DISSENT IS ENTERED IN THE MINUTES OF THE MEETING OR
21 UNLESS HE FILES HIS WRITTEN DISSENT TO THE ACTION WITH THE
22 SECRETARY OF THE MEETING BEFORE THE ADJOURNMENT THEREOF OR
23 TRANSMITS THE DISSENT IN WRITING TO THE SECRETARY OF THE
24 CORPORATION IMMEDIATELY AFTER THE ADJOURNMENT OF THE MEETING.
25 THE RIGHT TO DISSENT SHALL NOT APPLY TO A DIRECTOR WHO VOTED IN
26 FAVOR OF THE ACTION. NOTHING IN THIS SECTION SHALL BAR A
27 DIRECTOR FROM ASSERTING THAT MINUTES OF THE MEETING INCORRECTLY
28 OMITTED HIS DISSENT IF, PROMPTLY UPON RECEIPT OF A COPY OF SUCH
29 MINUTES, HE NOTIFIED THE SECRETARY, IN WRITING, OF THE ASSERTED
30 OMISSION OR INACCURACY.
19870S1200B2515 - 191 -
1 (G) CROSS REFERENCES.--SEE SUBCHAPTER B OF CHAPTER 5
2 (RELATING TO INDEMNIFICATION AND CORPORATE DIRECTORS' LIABILITY)
3 AND 42 PA.C.S. CH. 83 SUBCH. F (RELATING TO CORPORATE DIRECTORS'
4 LIABILITY).
5 § 1722. QUALIFICATIONS OF DIRECTORS.
6 EACH DIRECTOR OF A BUSINESS CORPORATION SHALL BE A NATURAL
7 PERSON OF FULL AGE WHO, UNLESS OTHERWISE RESTRICTED IN THE
8 BYLAWS, NEED NOT BE A RESIDENT OF THIS COMMONWEALTH OR A
9 SHAREHOLDER OF THE CORPORATION. EXCEPT AS OTHERWISE PROVIDED IN
10 THIS SECTION, THE QUALIFICATIONS OF DIRECTORS MAY BE PRESCRIBED
11 IN THE BYLAWS.
12 § 1723. NUMBER OF DIRECTORS.
13 THE BOARD OF DIRECTORS OF A BUSINESS CORPORATION SHALL
14 CONSIST OF ONE OR MORE MEMBERS. THE NUMBER OF DIRECTORS SHALL BE
15 FIXED BY, OR IN THE MANNER PROVIDED IN, THE BYLAWS. IF NOT SO
16 FIXED, THE NUMBER OF DIRECTORS SHALL BE THE SAME AS THAT STATED
17 IN THE ARTICLES OR THREE IF NO NUMBER IS SO STATED.
18 § 1724. TERM OF OFFICE OF DIRECTORS.
19 (A) GENERAL RULE.--EACH DIRECTOR OF A BUSINESS CORPORATION
20 SHALL HOLD OFFICE UNTIL THE EXPIRATION OF THE TERM FOR WHICH HE
21 WAS SELECTED AND UNTIL HIS SUCCESSOR HAS BEEN SELECTED AND
22 QUALIFIED OR UNTIL HIS EARLIER DEATH, RESIGNATION OR REMOVAL.
23 ANY DIRECTOR MAY RESIGN AT ANY TIME UPON WRITTEN NOTICE TO THE
24 CORPORATION. THE RESIGNATION SHALL BE EFFECTIVE UPON RECEIPT
25 THEREOF BY THE CORPORATION OR AT SUCH SUBSEQUENT TIME AS SHALL
26 BE SPECIFIED IN THE NOTICE OF RESIGNATION. EACH DIRECTOR SHALL
27 BE SELECTED FOR THE TERM OF OFFICE PROVIDED IN THE BYLAWS, WHICH
28 SHALL BE ONE YEAR AND UNTIL HIS SUCCESSOR HAS BEEN SELECTED AND
29 QUALIFIED OR UNTIL HIS EARLIER DEATH, RESIGNATION OR REMOVAL,
30 UNLESS THE BOARD IS CLASSIFIED AS PROVIDED BY SUBSECTION (B). A
19870S1200B2515 - 192 -
1 DECREASE IN THE NUMBER OF DIRECTORS SHALL NOT HAVE THE EFFECT OF
2 SHORTENING THE TERM OF ANY INCUMBENT DIRECTOR.
3 (B) CLASSIFIED BOARD OF DIRECTORS.--IF THE DIRECTORS ARE
4 CLASSIFIED IN RESPECT OF THE TIME FOR WHICH THEY SHALL SEVERALLY
5 HOLD OFFICE:
6 (1) EACH CLASS SHALL BE AS NEARLY EQUAL IN NUMBER AS
7 POSSIBLE.
8 (2) THE TERM OF OFFICE OF AT LEAST ONE CLASS SHALL
9 EXPIRE IN EACH YEAR.
10 (3) THE MEMBERS OF A CLASS SHALL NOT BE ELECTED FOR A
11 LONGER PERIOD THAN FOUR YEARS.
12 § 1725. SELECTION OF DIRECTORS.
13 (A) GENERAL RULE.--EXCEPT AS OTHERWISE PROVIDED IN THIS
14 SECTION, DIRECTORS OF A BUSINESS CORPORATION, OTHER THAN THOSE
15 CONSTITUTING THE FIRST BOARD OF DIRECTORS, SHALL BE ELECTED BY
16 THE SHAREHOLDERS.
17 (B) VACANCIES.--
18 (1) EXCEPT AS OTHERWISE PROVIDED IN THE BYLAWS:
19 (I) VACANCIES IN THE BOARD OF DIRECTORS, INCLUDING
20 VACANCIES RESULTING FROM AN INCREASE IN THE NUMBER OF
21 DIRECTORS, MAY BE FILLED BY A MAJORITY VOTE OF THE
22 REMAINING MEMBERS OF THE BOARD THOUGH LESS THAN A QUORUM,
23 OR BY A SOLE REMAINING DIRECTOR, AND EACH PERSON SO
24 SELECTED SHALL BE A DIRECTOR TO SERVE FOR THE BALANCE OF
25 THE UNEXPIRED TERM UNLESS OTHERWISE RESTRICTED IN THE
26 BYLAWS.
27 (II) WHEN ONE OR MORE DIRECTORS RESIGN FROM THE
28 BOARD EFFECTIVE AT A FUTURE DATE, THE DIRECTORS THEN IN
29 OFFICE, INCLUDING THOSE WHO HAVE SO RESIGNED, SHALL HAVE
30 POWER BY THE APPLICABLE VOTE TO FILL THE VACANCIES, THE
19870S1200B2515 - 193 -
1 VOTE THEREON TO TAKE EFFECT WHEN THE RESIGNATIONS BECOME
2 EFFECTIVE.
3 (2) IN THE CASE OF A CORPORATION HAVING A CLASSIFIED
4 BOARD OF DIRECTORS, ANY DIRECTOR CHOSEN TO FILL A VACANCY,
5 INCLUDING A VACANCY RESULTING FROM AN INCREASE IN THE NUMBER
6 OF DIRECTORS, SHALL HOLD OFFICE UNTIL THE NEXT SELECTION OF
7 THE CLASS FOR WHICH SUCH DIRECTOR HAS BEEN CHOSEN, AND UNTIL
8 HIS SUCCESSOR HAS BEEN SELECTED AND QUALIFIED OR UNTIL HIS
9 EARLIER DEATH, RESIGNATION OR REMOVAL.
10 (C) ALTERNATE DIRECTORS.--IF THE BYLAWS SO PROVIDE, A
11 SHAREHOLDER OR GROUP OF SHAREHOLDERS ENTITLED TO ELECT, APPOINT,
12 DESIGNATE OR OTHERWISE SELECT ONE OR MORE DIRECTORS MAY SELECT
13 AN ALTERNATE FOR EACH DIRECTOR. IN THE ABSENCE OF A DIRECTOR
14 FROM A MEETING OF THE BOARD, HIS ALTERNATE MAY, IN THE MANNER
15 AND UPON SUCH NOTICE, IF ANY, AS MAY BE PROVIDED IN THE BYLAWS,
16 ATTEND THE MEETING OR EXECUTE A WRITTEN CONSENT AND EXERCISE AT
17 THE MEETING OR IN SUCH CONSENT SUCH OF THE POWERS OF THE ABSENT
18 DIRECTOR AS MAY BE SPECIFIED BY, OR IN THE MANNER PROVIDED IN,
19 THE BYLAWS. WHEN SO EXERCISING THE POWERS OF THE ABSENT
20 DIRECTOR, THE ALTERNATE SHALL BE SUBJECT IN ALL RESPECTS TO THE
21 PROVISIONS OF THIS SUBPART RELATING TO DIRECTORS.
22 (D) CROSS REFERENCE.--SEE THE DEFINITION OF "SHAREHOLDER" IN
23 SECTION 1103 (RELATING TO DEFINITIONS).
24 § 1726. REMOVAL OF DIRECTORS.
25 (A) REMOVAL BY THE SHAREHOLDERS.--
26 (1) UNLESS OTHERWISE PROVIDED IN A BYLAW ADOPTED BY THE
27 SHAREHOLDERS, THE ENTIRE BOARD OF DIRECTORS, OR A CLASS OF
28 THE BOARD WHERE THE BOARD IS CLASSIFIED WITH RESPECT TO THE
29 POWER TO SELECT DIRECTORS, OR ANY INDIVIDUAL DIRECTOR OF A
30 BUSINESS CORPORATION MAY BE REMOVED FROM OFFICE WITHOUT
19870S1200B2515 - 194 -
1 ASSIGNING ANY CAUSE BY THE VOTE OF SHAREHOLDERS, OR OF THE
2 HOLDERS OF A CLASS OR SERIES OF SHARES, ENTITLED TO ELECT
3 DIRECTORS, OR THE CLASS OF DIRECTORS. IN CASE THE BOARD OR A
4 CLASS OF THE BOARD OR ANY ONE OR MORE DIRECTORS ARE SO
5 REMOVED, NEW DIRECTORS MAY BE ELECTED AT THE SAME MEETING.
6 NOTWITHSTANDING THE FIRST SENTENCE OF THIS PARAGRAPH, UNLESS
7 OTHERWISE PROVIDED IN THE ARTICLES, THE ENTIRE BOARD OF
8 DIRECTORS, OR ANY CLASS OF THE BOARD, OR ANY INDIVIDUAL
9 DIRECTOR OF A CORPORATION HAVING A BOARD CLASSIFIED AS
10 PERMITTED BY SECTION 1724(B) (RELATING TO CLASSIFIED BOARD OF
11 DIRECTORS), MAY BE REMOVED FROM OFFICE BY VOTE OF THE
12 SHAREHOLDERS ENTITLED TO VOTE THEREON ONLY FOR CAUSE, IF SUCH
13 CLASSIFICATION HAS BEEN EFFECTED BY A BYLAW ADOPTED BY THE
14 SHAREHOLDERS.
15 (2) THE REPEAL OF A PROVISION OF THE ARTICLES OR BYLAWS
16 PROHIBITING, OR THE ADDITION OF A PROVISION TO THE ARTICLES
17 OR BYLAWS PERMITTING, THE REMOVAL BY THE SHAREHOLDERS OF THE
18 BOARD, A CLASS OF THE BOARD OR A DIRECTOR WITHOUT ASSIGNING
19 ANY CAUSE SHALL NOT APPLY TO ANY INCUMBENT DIRECTOR DURING
20 THE BALANCE OF THE TERM FOR WHICH HE WAS SELECTED.
21 (3) AN INDIVIDUAL DIRECTOR SHALL NOT BE REMOVED (UNLESS
22 THE ENTIRE BOARD OR CLASS OF THE BOARD IS REMOVED) FROM THE
23 BOARD OF A CORPORATION IN WHICH SHAREHOLDERS ARE ENTITLED TO
24 VOTE CUMULATIVELY FOR THE BOARD OR A CLASS OF THE BOARD IF
25 SUFFICIENT VOTES ARE CAST AGAINST THE RESOLUTION FOR HIS
26 REMOVAL WHICH, IF CUMULATIVELY VOTED AT AN ANNUAL OR OTHER
27 REGULAR ELECTION OF DIRECTORS, WOULD BE SUFFICIENT TO ELECT
28 ONE OR MORE DIRECTORS TO THE BOARD OR TO THE CLASS.
29 (4) THE BOARD OF DIRECTORS MAY BE REMOVED AT ANY TIME
30 WITH OR WITHOUT CAUSE BY THE UNANIMOUS VOTE OR CONSENT OF
19870S1200B2515 - 195 -
1 SHAREHOLDERS ENTITLED TO VOTE THEREON.
2 (B) REMOVAL BY THE BOARD.--UNLESS OTHERWISE PROVIDED IN A
3 BYLAW ADOPTED BY THE SHAREHOLDERS, THE BOARD OF DIRECTORS MAY
4 DECLARE VACANT THE OFFICE OF A DIRECTOR WHO HAS BEEN JUDICIALLY
5 DECLARED OF UNSOUND MIND OR WHO HAS BEEN CONVICTED OF AN OFFENSE
6 PUNISHABLE BY IMPRISONMENT FOR A TERM OF MORE THAN ONE YEAR OR
7 FOR ANY OTHER PROPER CAUSE WHICH THE BYLAWS MAY SPECIFY OR IF,
8 WITHIN 60 DAYS OR SUCH OTHER TIME AS THE BYLAWS MAY SPECIFY
9 AFTER NOTICE OF HIS SELECTION, HE DOES NOT ACCEPT THE OFFICE
10 EITHER IN WRITING OR BY ATTENDING A MEETING OF THE BOARD OF
11 DIRECTORS AND FULFILL SUCH OTHER REQUIREMENTS OF QUALIFICATION
12 AS THE BYLAWS MAY SPECIFY.
13 (C) REMOVAL BY THE COURT.--UPON APPLICATION OF ANY
14 SHAREHOLDER OR DIRECTOR, THE COURT MAY REMOVE FROM OFFICE ANY
15 DIRECTOR IN CASE OF FRAUDULENT OR DISHONEST ACTS, OR GROSS ABUSE
16 OF AUTHORITY OR DISCRETION WITH REFERENCE TO THE CORPORATION, OR
17 FOR ANY OTHER PROPER CAUSE, AND MAY BAR FROM OFFICE ANY DIRECTOR
18 SO REMOVED FOR A PERIOD PRESCRIBED BY THE COURT. THE CORPORATION
19 SHALL BE MADE A PARTY TO THE ACTION AND AS A PREREQUISITE TO THE
20 MAINTENANCE OF AN ACTION UNDER THIS SUBSECTION A SHAREHOLDER
21 SHALL COMPLY WITH SUBCHAPTER E (RELATING TO DERIVATIVE ACTIONS).
22 (D) EFFECT OF REINSTATEMENT.--AN ACT OF THE BOARD DONE
23 DURING THE PERIOD WHEN A DIRECTOR HAS BEEN SUSPENDED OR REMOVED
24 FOR CAUSE SHALL NOT BE IMPUGNED OR INVALIDATED IF THE SUSPENSION
25 OR REMOVAL IS THEREAFTER RESCINDED BY THE SHAREHOLDERS OR BY THE
26 BOARD OR BY THE FINAL JUDGMENT OF A COURT.
27 § 1727. QUORUM OF AND ACTION BY DIRECTORS.
28 (A) GENERAL RULE.--UNLESS OTHERWISE PROVIDED IN THE BYLAWS,
29 A MAJORITY OF THE DIRECTORS IN OFFICE OF A BUSINESS CORPORATION
30 SHALL BE NECESSARY TO CONSTITUTE A QUORUM FOR THE TRANSACTION OF
19870S1200B2515 - 196 -
1 BUSINESS AND THE ACTS OF A MAJORITY OF THE DIRECTORS PRESENT AND
2 VOTING AT A MEETING AT WHICH A QUORUM IS PRESENT SHALL BE THE
3 ACTS OF THE BOARD OF DIRECTORS.
4 (B) ACTION BY WRITTEN CONSENT.--UNLESS OTHERWISE RESTRICTED
5 IN THE BYLAWS, ANY ACTION REQUIRED OR PERMITTED TO BE TAKEN AT A
6 MEETING OF THE DIRECTORS MAY BE TAKEN WITHOUT A MEETING IF,
7 PRIOR OR SUBSEQUENT TO THE ACTION, A CONSENT OR CONSENTS THERETO
8 BY ALL OF THE DIRECTORS IN OFFICE IS FILED WITH THE SECRETARY OF
9 THE CORPORATION.
10 § 1728. INTERESTED DIRECTORS OR OFFICERS; QUORUM.
11 (A) GENERAL RULE.--A CONTRACT OR TRANSACTION BETWEEN A
12 BUSINESS CORPORATION AND ONE OR MORE OF ITS DIRECTORS OR
13 OFFICERS OR BETWEEN A BUSINESS CORPORATION AND ANOTHER DOMESTIC
14 OR FOREIGN CORPORATION FOR PROFIT OR NOT-FOR-PROFIT,
15 PARTNERSHIP, JOINT VENTURE, TRUST OR OTHER ENTERPRISE IN WHICH
16 ONE OR MORE OF ITS DIRECTORS OR OFFICERS ARE DIRECTORS OR
17 OFFICERS OR HAVE A FINANCIAL OR OTHER INTEREST, SHALL NOT BE
18 VOID OR VOIDABLE SOLELY FOR THAT REASON, OR SOLELY BECAUSE THE
19 DIRECTOR OR OFFICER IS PRESENT AT OR PARTICIPATES IN THE MEETING
20 OF THE BOARD OF DIRECTORS THAT AUTHORIZES THE CONTRACT OR
21 TRANSACTION, OR SOLELY BECAUSE HIS OR THEIR VOTES ARE COUNTED
22 FOR THAT PURPOSE, IF:
23 (1) THE MATERIAL FACTS AS TO THE RELATIONSHIP OR
24 INTEREST AND AS TO THE CONTRACT OR TRANSACTION ARE DISCLOSED
25 OR ARE KNOWN TO THE BOARD OF DIRECTORS AND THE BOARD
26 AUTHORIZES THE CONTRACT OR TRANSACTION BY THE AFFIRMATIVE
27 VOTES OF A MAJORITY OF THE DISINTERESTED DIRECTORS EVEN
28 THOUGH THE DISINTERESTED DIRECTORS ARE LESS THAN A QUORUM;
29 (2) THE MATERIAL FACTS AS TO HIS RELATIONSHIP OR
30 INTEREST AND AS TO THE CONTRACT OR TRANSACTION ARE DISCLOSED
19870S1200B2515 - 197 -
1 OR ARE KNOWN TO THE SHAREHOLDERS ENTITLED TO VOTE THEREON AND
2 THE CONTRACT OR TRANSACTION IS SPECIFICALLY APPROVED IN GOOD
3 FAITH BY VOTE OF THOSE SHAREHOLDERS; OR
4 (3) THE CONTRACT OR TRANSACTION IS FAIR AS TO THE
5 CORPORATION AS OF THE TIME IT IS AUTHORIZED, APPROVED OR
6 RATIFIED BY THE BOARD OF DIRECTORS OR THE SHAREHOLDERS.
7 (B) QUORUM.--COMMON OR INTERESTED DIRECTORS MAY BE COUNTED
8 IN DETERMINING THE PRESENCE OF A QUORUM AT A MEETING OF THE
9 BOARD THAT AUTHORIZES A CONTRACT OR TRANSACTION SPECIFIED IN
10 SUBSECTION (A).
11 (C) APPLICABILITY.--THE PROVISIONS OF THIS SECTION SHALL BE
12 APPLICABLE EXCEPT AS OTHERWISE RESTRICTED IN THE BYLAWS.
13 § 1729. VOTING RIGHTS OF DIRECTORS.
14 (A) GENERAL RULE.--UNLESS OTHERWISE PROVIDED IN A BYLAW
15 ADOPTED BY THE SHAREHOLDERS, EVERY DIRECTOR OF A BUSINESS
16 CORPORATION SHALL BE ENTITLED TO ONE VOTE.
17 (B) MULTIPLE AND FRACTIONAL VOTING.--ANY REQUIREMENT OF THIS
18 SUBPART FOR THE PRESENCE OF OR VOTE OR OTHER ACTION BY A
19 SPECIFIED PERCENTAGE OF DIRECTORS SHALL BE SATISFIED BY THE
20 PRESENCE OF OR VOTE OR OTHER ACTION BY DIRECTORS ENTITLED TO
21 CAST THE SPECIFIED PERCENTAGE OF THE VOTES THAT ALL VOTING
22 DIRECTORS IN OFFICE ARE ENTITLED TO CAST.
23 § 1730. COMPENSATION OF DIRECTORS.
24 EXCEPT AS OTHERWISE RESTRICTED IN THE BYLAWS, THE BOARD OF
25 DIRECTORS OF A BUSINESS CORPORATION SHALL HAVE THE AUTHORITY TO
26 FIX THE COMPENSATION OF DIRECTORS FOR THEIR SERVICES AS
27 DIRECTORS AND A DIRECTOR MAY BE A SALARIED OFFICER OF THE
28 CORPORATION.
29 § 1731. EXECUTIVE AND OTHER COMMITTEES OF THE BOARD.
30 (A) ESTABLISHMENT AND POWERS.--UNLESS OTHERWISE RESTRICTED
19870S1200B2515 - 198 -
1 IN THE BYLAWS:
2 (1) THE BOARD OF DIRECTORS OF A BUSINESS CORPORATION
3 MAY, BY RESOLUTION ADOPTED BY A MAJORITY OF THE DIRECTORS IN
4 OFFICE, ESTABLISH ONE OR MORE COMMITTEES TO CONSIST OF ONE OR
5 MORE DIRECTORS OF THE CORPORATION. ANY COMMITTEE, TO THE
6 EXTENT PROVIDED IN THE RESOLUTION OF THE BOARD OF DIRECTORS
7 OR IN THE BYLAWS, SHALL HAVE AND MAY EXERCISE ALL OF THE
8 POWERS AND AUTHORITY OF THE BOARD OF DIRECTORS EXCEPT THAT A
9 COMMITTEE SHALL NOT HAVE ANY POWER OR AUTHORITY AS TO THE
10 FOLLOWING:
11 (I) THE SUBMISSION TO SHAREHOLDERS OF ANY ACTION
12 REQUIRING APPROVAL OF SHAREHOLDERS UNDER THIS SUBPART.
13 (II) THE CREATION OR FILLING OF VACANCIES IN THE
14 BOARD OF DIRECTORS.
15 (III) THE ADOPTION, AMENDMENT OR REPEAL OF THE
16 BYLAWS.
17 (IV) THE AMENDMENT OR REPEAL OF ANY RESOLUTION OF
18 THE BOARD THAT BY ITS TERMS IS AMENDABLE OR REPEALABLE
19 ONLY BY THE BOARD.
20 (V) ACTION ON MATTERS COMMITTED BY THE BYLAWS OR
21 RESOLUTION OF THE BOARD OF DIRECTORS TO ANOTHER COMMITTEE
22 OF THE BOARD.
23 (2) THE BOARD MAY DESIGNATE ONE OR MORE DIRECTORS AS
24 ALTERNATE MEMBERS OF ANY COMMITTEE WHO MAY REPLACE ANY ABSENT
25 OR DISQUALIFIED MEMBER AT ANY MEETING OF THE COMMITTEE OR FOR
26 THE PURPOSES OF ANY WRITTEN ACTION BY THE COMMITTEE. IN THE
27 ABSENCE OR DISQUALIFICATION OF A MEMBER AND ALTERNATE MEMBER
28 OR MEMBERS OF A COMMITTEE, THE MEMBER OR MEMBERS THEREOF
29 PRESENT AT ANY MEETING AND NOT DISQUALIFIED FROM VOTING,
30 WHETHER OR NOT HE OR THEY CONSTITUTE A QUORUM, MAY
19870S1200B2515 - 199 -
1 UNANIMOUSLY APPOINT ANOTHER DIRECTOR TO ACT AT THE MEETING IN
2 THE PLACE OF THE ABSENT OR DISQUALIFIED MEMBER.
3 (B) TERM.--EACH COMMITTEE OF THE BOARD SHALL SERVE AT THE
4 PLEASURE OF THE BOARD.
5 (C) STATUS OF COMMITTEE ACTION.--THE TERM "BOARD OF
6 DIRECTORS" OR "BOARD," WHEN USED IN ANY PROVISION OF THIS
7 SUBPART RELATING TO THE ORGANIZATION OR PROCEDURES OF OR THE
8 MANNER OF TAKING ACTION BY THE BOARD OF DIRECTORS, SHALL BE
9 CONSTRUED TO INCLUDE AND REFER TO ANY EXECUTIVE OR OTHER
10 COMMITTEE OF THE BOARD. ANY PROVISION OF THIS SUBPART RELATING
11 OR REFERRING TO ACTION TO BE TAKEN BY THE BOARD OF DIRECTORS OR
12 THE PROCEDURE REQUIRED THEREFOR SHALL BE SATISFIED BY THE TAKING
13 OF CORRESPONDING ACTION BY A COMMITTEE OF THE BOARD OF DIRECTORS
14 TO THE EXTENT AUTHORITY TO TAKE THE ACTION HAS BEEN DELEGATED TO
15 THE COMMITTEE PURSUANT TO THIS SECTION.
16 § 1732. OFFICERS.
17 (A) GENERAL RULE.--EVERY BUSINESS CORPORATION SHALL HAVE A
18 PRESIDENT, A SECRETARY AND A TREASURER, OR PERSONS WHO SHALL ACT
19 AS SUCH, REGARDLESS OF THE NAME OR TITLE BY WHICH THEY MAY BE
20 DESIGNATED, ELECTED OR APPOINTED AND MAY HAVE SUCH OTHER
21 OFFICERS AND ASSISTANT OFFICERS AS IT MAY AUTHORIZE FROM TIME TO
22 TIME. THE BYLAWS MAY PRESCRIBE SPECIAL QUALIFICATIONS FOR THE
23 OFFICERS. THE PRESIDENT AND SECRETARY SHALL BE NATURAL PERSONS
24 OF FULL AGE. THE TREASURER MAY BE A CORPORATION, BUT IF A
25 NATURAL PERSON SHALL BE OF FULL AGE. UNLESS OTHERWISE RESTRICTED
26 IN THE BYLAWS, IT SHALL NOT BE NECESSARY FOR THE OFFICERS TO BE
27 DIRECTORS. ANY NUMBER OF OFFICES MAY BE HELD BY THE SAME PERSON.
28 THE OFFICERS AND ASSISTANT OFFICERS SHALL BE ELECTED OR
29 APPOINTED AT SUCH TIME, IN SUCH MANNER AND FOR SUCH TERMS AS MAY
30 BE FIXED BY OR PURSUANT TO THE BYLAWS. UNLESS OTHERWISE PROVIDED
19870S1200B2515 - 200 -
1 BY OR PURSUANT TO THE BYLAWS, EACH OFFICER SHALL HOLD OFFICE FOR
2 A TERM OF ONE YEAR AND UNTIL HIS SUCCESSOR HAS BEEN SELECTED AND
3 QUALIFIED OR UNTIL HIS EARLIER DEATH, RESIGNATION OR REMOVAL.
4 ANY OFFICER MAY RESIGN AT ANY TIME UPON WRITTEN NOTICE TO THE
5 CORPORATION. THE RESIGNATION SHALL BE EFFECTIVE UPON RECEIPT
6 THEREOF BY THE CORPORATION OR AT SUCH SUBSEQUENT TIME AS MAY BE
7 SPECIFIED IN THE NOTICE OF RESIGNATION. THE CORPORATION MAY
8 SECURE THE FIDELITY OF ANY OR ALL OF THE OFFICERS BY BOND OR
9 OTHERWISE.
10 (B) AUTHORITY.--UNLESS OTHERWISE PROVIDED IN THE BYLAWS, ALL
11 OFFICERS OF THE CORPORATION, AS BETWEEN THEMSELVES AND THE
12 CORPORATION, SHALL HAVE SUCH AUTHORITY AND PERFORM SUCH DUTIES
13 IN THE MANAGEMENT OF THE CORPORATION AS MAY BE PROVIDED BY OR
14 PURSUANT TO THE BYLAWS OR, IN THE ABSENCE OF CONTROLLING
15 PROVISIONS IN THE BYLAWS, AS MAY BE DETERMINED BY OR PURSUANT TO
16 RESOLUTIONS OR ORDERS OF THE BOARD OF DIRECTORS.
17 (C) STANDARD OF CARE.--EXCEPT AS OTHERWISE PROVIDED IN THE
18 ARTICLES, AN OFFICER SHALL PERFORM HIS DUTIES AS AN OFFICER IN
19 GOOD FAITH, IN A MANNER HE REASONABLY BELIEVES TO BE IN THE BEST
20 INTERESTS OF THE CORPORATION AND WITH SUCH CARE, INCLUDING
21 REASONABLE INQUIRY, SKILL AND DILIGENCE, AS A PERSON OF ORDINARY
22 PRUDENCE WOULD USE UNDER SIMILAR CIRCUMSTANCES. A PERSON WHO SO
23 PERFORMS HIS DUTIES SHALL NOT BE LIABLE BY REASON OF HAVING BEEN
24 AN OFFICER OF THE CORPORATION.
25 § 1733. REMOVAL OF OFFICERS AND AGENTS.
26 ANY OFFICER OR AGENT OF A BUSINESS CORPORATION MAY BE REMOVED
27 BY THE BOARD OF DIRECTORS WITH OR WITHOUT CAUSE. THE REMOVAL
28 SHALL BE WITHOUT PREJUDICE TO THE CONTRACT RIGHTS, IF ANY, OF
29 ANY PERSON SO REMOVED. ELECTION OR APPOINTMENT OF AN OFFICER OR
30 AGENT SHALL NOT OF ITSELF CREATE CONTRACT RIGHTS.
19870S1200B2515 - 201 -
1 SUBCHAPTER C
2 INDEMNIFICATION
3 SEC.
4 1741. THIRD PARTY ACTIONS.
5 1742. DERIVATIVE ACTIONS.
6 1743. MANDATORY INDEMNIFICATION.
7 1744. PROCEDURE FOR EFFECTING INDEMNIFICATION.
8 1745. ADVANCING EXPENSES.
9 1746. SUPPLEMENTARY COVERAGE.
10 1747. POWER TO PURCHASE INSURANCE.
11 1748. APPLICATION TO SURVIVING OR NEW CORPORATIONS.
12 1749. APPLICATION TO EMPLOYEE BENEFIT PLANS.
13 1750. DURATION AND EXTENT OF COVERAGE.
14 § 1741. THIRD PARTY ACTIONS.
15 UNLESS OTHERWISE RESTRICTED IN ITS BYLAWS, A BUSINESS
16 CORPORATION SHALL HAVE POWER TO INDEMNIFY ANY PERSON WHO WAS OR
17 IS A PARTY OR IS THREATENED TO BE MADE A PARTY TO ANY
18 THREATENED, PENDING OR COMPLETED ACTION OR PROCEEDING, WHETHER
19 CIVIL, CRIMINAL, ADMINISTRATIVE OR INVESTIGATIVE (OTHER THAN AN
20 ACTION BY OR IN THE RIGHT OF THE CORPORATION), BY REASON OF THE
21 FACT THAT HE IS OR WAS A REPRESENTATIVE OF THE CORPORATION, OR
22 IS OR WAS SERVING AT THE REQUEST OF THE CORPORATION AS A
23 REPRESENTATIVE OF ANOTHER DOMESTIC OR FOREIGN CORPORATION FOR
24 PROFIT OR NOT-FOR-PROFIT, PARTNERSHIP, JOINT VENTURE, TRUST OR
25 OTHER ENTERPRISE, AGAINST EXPENSES (INCLUDING ATTORNEYS' FEES),
26 JUDGMENTS, FINES AND AMOUNTS PAID IN SETTLEMENT ACTUALLY AND
27 REASONABLY INCURRED BY HIM IN CONNECTION WITH THE ACTION OR
28 PROCEEDING IF HE ACTED IN GOOD FAITH AND IN A MANNER HE
29 REASONABLY BELIEVED TO BE IN, OR NOT OPPOSED TO, THE BEST
30 INTERESTS OF THE CORPORATION AND, WITH RESPECT TO ANY CRIMINAL
19870S1200B2515 - 202 -
1 PROCEEDING, HAD NO REASONABLE CAUSE TO BELIEVE HIS CONDUCT WAS
2 UNLAWFUL. THE TERMINATION OF ANY ACTION OR PROCEEDING BY
3 JUDGMENT, ORDER, SETTLEMENT OR CONVICTION OR UPON A PLEA OF NOLO
4 CONTENDERE OR ITS EQUIVALENT SHALL NOT OF ITSELF CREATE A
5 PRESUMPTION THAT THE PERSON DID NOT ACT IN GOOD FAITH AND IN A
6 MANNER THAT HE REASONABLY BELIEVED TO BE IN, OR NOT OPPOSED TO,
7 THE BEST INTERESTS OF THE CORPORATION AND, WITH RESPECT TO ANY
8 CRIMINAL PROCEEDING, HAD REASONABLE CAUSE TO BELIEVE THAT HIS
9 CONDUCT WAS UNLAWFUL.
10 § 1742. DERIVATIVE ACTIONS.
11 UNLESS OTHERWISE RESTRICTED IN ITS BYLAWS, A BUSINESS
12 CORPORATION SHALL HAVE POWER TO INDEMNIFY ANY PERSON WHO WAS OR
13 IS A PARTY, OR IS THREATENED TO BE MADE A PARTY, TO ANY
14 THREATENED, PENDING OR COMPLETED ACTION BY OR IN THE RIGHT OF
15 THE CORPORATION TO PROCURE A JUDGMENT IN ITS FAVOR BY REASON OF
16 THE FACT THAT HE IS OR WAS A REPRESENTATIVE OF THE CORPORATION
17 OR IS OR WAS SERVING AT THE REQUEST OF THE CORPORATION AS A
18 REPRESENTATIVE OF ANOTHER DOMESTIC OR FOREIGN CORPORATION FOR
19 PROFIT OR NOT-FOR-PROFIT, PARTNERSHIP, JOINT VENTURE, TRUST OR
20 OTHER ENTERPRISE, AGAINST EXPENSES (INCLUDING ATTORNEYS' FEES)
21 ACTUALLY AND REASONABLY INCURRED BY HIM IN CONNECTION WITH THE
22 DEFENSE OR SETTLEMENT OF THE ACTION IF HE ACTED IN GOOD FAITH
23 AND IN A MANNER HE REASONABLY BELIEVED TO BE IN, OR NOT OPPOSED
24 TO, THE BEST INTERESTS OF THE CORPORATION. INDEMNIFICATION SHALL
25 NOT BE MADE UNDER THIS SECTION IN RESPECT OF ANY CLAIM, ISSUE OR
26 MATTER AS TO WHICH THE PERSON HAS BEEN ADJUDGED TO BE LIABLE TO
27 THE CORPORATION UNLESS AND ONLY TO THE EXTENT THAT THE COURT OF
28 COMMON PLEAS OF THE JUDICIAL DISTRICT EMBRACING THE COUNTY IN
29 WHICH THE REGISTERED OFFICE OF THE CORPORATION IS LOCATED OR THE
30 COURT IN WHICH THE ACTION WAS BROUGHT DETERMINES UPON
19870S1200B2515 - 203 -
1 APPLICATION THAT, DESPITE THE ADJUDICATION OF LIABILITY BUT IN
2 VIEW OF ALL THE CIRCUMSTANCES OF THE CASE, THE PERSON IS FAIRLY
3 AND REASONABLY ENTITLED TO INDEMNITY FOR THE EXPENSES THAT THE
4 COURT OF COMMON PLEAS OR OTHER COURT DEEMS PROPER.
5 § 1743. MANDATORY INDEMNIFICATION.
6 TO THE EXTENT THAT A REPRESENTATIVE OF A BUSINESS CORPORATION
7 HAS BEEN SUCCESSFUL ON THE MERITS OR OTHERWISE IN DEFENSE OF ANY
8 ACTION OR PROCEEDING REFERRED TO IN SECTION 1741 (RELATING TO
9 THIRD PARTY ACTIONS) OR 1742 (RELATING TO DERIVATIVE ACTIONS) OR
10 IN DEFENSE OF ANY CLAIM, ISSUE OR MATTER THEREIN, HE SHALL BE
11 INDEMNIFIED AGAINST EXPENSES (INCLUDING ATTORNEYS' FEES)
12 ACTUALLY AND REASONABLY INCURRED BY HIM IN CONNECTION THEREWITH.
13 § 1744. PROCEDURE FOR EFFECTING INDEMNIFICATION.
14 UNLESS ORDERED BY A COURT, ANY INDEMNIFICATION UNDER SECTION
15 1741 (RELATING TO THIRD PARTY ACTIONS) OR 1742 (RELATING TO
16 DERIVATIVE ACTIONS) SHALL BE MADE BY THE BUSINESS CORPORATION
17 ONLY AS AUTHORIZED IN THE SPECIFIC CASE UPON A DETERMINATION
18 THAT INDEMNIFICATION OF THE REPRESENTATIVE IS PROPER IN THE
19 CIRCUMSTANCES BECAUSE HE HAS MET THE APPLICABLE STANDARD OF
20 CONDUCT SET FORTH IN THOSE SECTIONS. THE DETERMINATION SHALL BE
21 MADE:
22 (1) BY THE BOARD OF DIRECTORS BY A MAJORITY VOTE OF A
23 QUORUM CONSISTING OF DIRECTORS WHO WERE NOT PARTIES TO THE
24 ACTION OR PROCEEDING;
25 (2) IF SUCH A QUORUM IS NOT OBTAINABLE OR IF OBTAINABLE
26 AND A MAJORITY VOTE OF A QUORUM OF DISINTERESTED DIRECTORS SO
27 DIRECTS, BY INDEPENDENT LEGAL COUNSEL IN A WRITTEN OPINION;
28 OR
29 (3) BY THE SHAREHOLDERS.
30 § 1745. ADVANCING EXPENSES.
19870S1200B2515 - 204 -
1 EXPENSES (INCLUDING ATTORNEYS' FEES) INCURRED IN DEFENDING A <--
2 CIVIL ANY ACTION OR CRIMINAL PROCEEDING PROCEEDING REFERRED TO <--
3 IN THIS SUBCHAPTER MAY BE PAID BY A BUSINESS CORPORATION IN
4 ADVANCE OF THE FINAL DISPOSITION OF THE ACTION OR PROCEEDING
5 UPON RECEIPT OF AN UNDERTAKING BY OR ON BEHALF OF THE
6 REPRESENTATIVE TO REPAY THE AMOUNT IF IT IS ULTIMATELY
7 DETERMINED THAT HE IS NOT ENTITLED TO BE INDEMNIFIED BY THE
8 CORPORATION AS AUTHORIZED IN THIS SUBCHAPTER OR OTHERWISE.
9 § 1746. SUPPLEMENTARY COVERAGE.
10 (A) GENERAL RULE.--THE INDEMNIFICATION AND ADVANCEMENT OF
11 EXPENSES PROVIDED BY, OR GRANTED PURSUANT TO, THE OTHER SECTIONS
12 OF THIS SUBCHAPTER SHALL NOT BE DEEMED EXCLUSIVE OF ANY OTHER
13 RIGHTS TO WHICH A PERSON SEEKING INDEMNIFICATION OR ADVANCEMENT
14 OF EXPENSES MAY BE ENTITLED UNDER ANY BYLAW, AGREEMENT, VOTE OF
15 SHAREHOLDERS OR DISINTERESTED DIRECTORS OR OTHERWISE, BOTH AS TO
16 ACTION IN HIS OFFICIAL CAPACITY AND AS TO ACTION IN ANOTHER
17 CAPACITY WHILE HOLDING THAT OFFICE. SECTIONS 1728 (RELATING TO
18 INTERESTED DIRECTORS OR OFFICERS; QUORUM) AND 1770 (RELATING TO
19 INTERESTED SHAREHOLDERS) SHALL BE APPLICABLE TO ANY BYLAW,
20 CONTRACT OR TRANSACTION AUTHORIZED BY THE DIRECTORS UNDER THIS
21 SECTION. A CORPORATION MAY CREATE A FUND OF ANY NATURE, WHICH
22 MAY, BUT NEED NOT BE, UNDER THE CONTROL OF A TRUSTEE, OR
23 OTHERWISE SECURE OR INSURE IN ANY MANNER ITS INDEMNIFICATION
24 OBLIGATIONS, WHETHER ARISING UNDER OR PURSUANT TO THIS SECTION
25 OR OTHERWISE.
26 (B) WHEN INDEMNIFICATION IS NOT TO BE MADE.--INDEMNIFICATION
27 PURSUANT TO SUBSECTION (A) SHALL NOT BE MADE IN ANY CASE WHERE
28 THE ACT OR FAILURE TO ACT GIVING RISE TO THE CLAIM FOR
29 INDEMNIFICATION IS DETERMINED BY A COURT TO HAVE CONSTITUTED
30 WILLFUL MISCONDUCT OR RECKLESSNESS.
19870S1200B2515 - 205 -
1 (C) GROUNDS.--INDEMNIFICATION PURSUANT TO SUBSECTION (A)
2 UNDER ANY BYLAW, AGREEMENT, VOTE OF SHAREHOLDERS OR DIRECTORS OR
3 OTHERWISE, MAY BE GRANTED FOR ANY ACTION TAKEN OR ANY FAILURE TO
4 TAKE ANY ACTION AND MAY BE MADE WHETHER OR NOT THE CORPORATION
5 WOULD HAVE THE POWER TO INDEMNIFY THE PERSON UNDER ANY OTHER
6 PROVISION OF LAW EXCEPT AS PROVIDED IN THIS SECTION AND WHETHER
7 OR NOT THE INDEMNIFIED LIABILITY ARISES OR AROSE FROM ANY
8 THREATENED, PENDING OR COMPLETED ACTION BY OR IN THE RIGHT OF
9 THE CORPORATION. SUCH INDEMNIFICATION IS DECLARED TO BE
10 CONSISTENT WITH THE PUBLIC POLICY OF THIS COMMONWEALTH.
11 (D) CROSS REFERENCES.--SEE SECTION 513 (RELATING TO
12 NONEXCLUSIVITY AND SUPPLEMENTARY COVERAGE) AND 42 PA.C.S. § 8365
13 (RELATING TO NONEXCLUSIVITY AND SUPPLEMENTARY COVERAGE).
14 § 1747. POWER TO PURCHASE INSURANCE.
15 (A) GENERAL RULE.--UNLESS OTHERWISE RESTRICTED IN ITS
16 BYLAWS, A BUSINESS CORPORATION SHALL HAVE POWER TO PURCHASE AND
17 MAINTAIN INSURANCE ON BEHALF OF ANY PERSON WHO IS OR WAS A
18 REPRESENTATIVE OF THE CORPORATION OR IS OR WAS SERVING AT THE
19 REQUEST OF THE CORPORATION AS A REPRESENTATIVE OF ANOTHER
20 DOMESTIC OR FOREIGN CORPORATION FOR PROFIT OR NOT-FOR-PROFIT,
21 PARTNERSHIP, JOINT VENTURE, TRUST OR OTHER ENTERPRISE AGAINST
22 ANY LIABILITY ASSERTED AGAINST HIM AND INCURRED BY HIM IN ANY
23 SUCH CAPACITY, OR ARISING OUT OF HIS STATUS AS SUCH, WHETHER OR
24 NOT THE CORPORATION WOULD HAVE THE POWER TO INDEMNIFY HIM
25 AGAINST THAT LIABILITY UNDER THE PROVISIONS OF THIS SUBCHAPTER.
26 SUCH INSURANCE IS DECLARED TO BE CONSISTENT WITH THE PUBLIC
27 POLICY OF THIS COMMONWEALTH.
28 (B) CROSS REFERENCES.--SEE SECTION 513 (RELATING TO
29 NONEXCLUSIVITY AND SUPPLEMENTARY COVERAGE) AND 42 PA.C.S. § 8365
30 (RELATING TO NONEXCLUSIVITY AND SUPPLEMENTARY COVERAGE).
19870S1200B2515 - 206 -
1 § 1748. APPLICATION TO SURVIVING OR NEW CORPORATIONS.
2 FOR THE PURPOSES OF THIS SUBCHAPTER, REFERENCES TO "THE
3 CORPORATION" INCLUDE ALL CONSTITUENT CORPORATIONS ABSORBED IN A
4 CONSOLIDATION, MERGER OR DIVISION, AS WELL AS THE SURVIVING OR
5 NEW CORPORATIONS SURVIVING OR RESULTING THEREFROM, SO THAT ANY
6 PERSON WHO IS OR WAS A REPRESENTATIVE OF THE CONSTITUENT,
7 SURVIVING OR NEW CORPORATION, OR IS OR WAS SERVING AT THE
8 REQUEST OF THE CONSTITUENT, SURVIVING OR NEW CORPORATION AS A
9 REPRESENTATIVE OF ANOTHER DOMESTIC OR FOREIGN CORPORATION FOR
10 PROFIT OR NOT-FOR-PROFIT, PARTNERSHIP, JOINT VENTURE, TRUST OR
11 OTHER ENTERPRISE, SHALL STAND IN THE SAME POSITION UNDER THE
12 PROVISIONS OF THIS SUBCHAPTER WITH RESPECT TO THE SURVIVING OR
13 NEW CORPORATION AS HE WOULD IF HE HAD SERVED THE SURVIVING OR
14 NEW CORPORATION IN THE SAME CAPACITY.
15 § 1749. APPLICATION TO EMPLOYEE BENEFIT PLANS.
16 FOR PURPOSES OF THIS SUBCHAPTER:
17 (1) REFERENCES TO "OTHER ENTERPRISES" SHALL INCLUDE
18 EMPLOYEE BENEFIT PLANS AND REFERENCES TO "SERVING AT THE
19 REQUEST OF THE CORPORATION" SHALL INCLUDE ANY SERVICE AS A
20 REPRESENTATIVE OF THE BUSINESS CORPORATION THAT IMPOSES
21 DUTIES ON, OR INVOLVES SERVICES BY, THE REPRESENTATIVE WITH
22 RESPECT TO AN EMPLOYEE BENEFIT PLAN, ITS PARTICIPANTS OR
23 BENEFICIARIES.
24 (2) EXCISE TAXES ASSESSED ON A PERSON WITH RESPECT TO AN
25 EMPLOYEE BENEFIT PLAN PURSUANT TO APPLICABLE LAW SHALL BE
26 DEEMED "FINES."
27 (3) ACTION WITH RESPECT TO AN EMPLOYEE BENEFIT PLAN
28 TAKEN OR OMITTED IN GOOD FAITH BY A REPRESENTATIVE OF THE
29 CORPORATION IN A MANNER HE REASONABLY BELIEVED TO BE IN THE
30 INTEREST OF THE PARTICIPANTS AND BENEFICIARIES OF THE PLAN
19870S1200B2515 - 207 -
1 SHALL BE DEEMED TO BE ACTION IN A MANNER THAT IS NOT OPPOSED
2 TO THE BEST INTERESTS OF THE CORPORATION.
3 § 1750. DURATION AND EXTENT OF COVERAGE.
4 THE INDEMNIFICATION AND ADVANCEMENT OF EXPENSES PROVIDED BY,
5 OR GRANTED PURSUANT TO, THIS SUBCHAPTER SHALL, UNLESS OTHERWISE
6 PROVIDED WHEN AUTHORIZED OR RATIFIED, CONTINUE AS TO A PERSON
7 WHO HAS CEASED TO BE A REPRESENTATIVE OF THE CORPORATION AND
8 SHALL INURE TO THE BENEFIT OF THE HEIRS AND PERSONAL
9 REPRESENTATIVE OF THAT PERSON.
10 SUBCHAPTER D
11 SHAREHOLDERS
12 SEC.
13 1755. TIME OF HOLDING MEETINGS OF SHAREHOLDERS.
14 1756. QUORUM.
15 1757. ACTION BY SHAREHOLDERS.
16 1758. VOTING RIGHTS OF SHAREHOLDERS.
17 1759. VOTING AND OTHER ACTION BY PROXY.
18 1760. VOTING BY FIDUCIARIES AND PLEDGEES.
19 1761. VOTING BY JOINT HOLDERS OF SHARES.
20 1762. VOTING BY CORPORATIONS.
21 1763. DETERMINATION OF SHAREHOLDERS OF RECORD.
22 1764. VOTING LISTS.
23 1765. JUDGES OF ELECTION.
24 1766. CONSENT OF SHAREHOLDERS IN LIEU OF MEETING.
25 1767. APPOINTMENT OF CUSTODIAN OF CORPORATION ON DEADLOCK OR
26 OTHER CAUSE.
27 1768. VOTING TRUSTS AND OTHER AGREEMENTS AMONG SHAREHOLDERS.
28 1769. MINORS AS SECURITYHOLDERS.
29 1770. INTERESTED SHAREHOLDERS.
30 § 1755. TIME OF HOLDING MEETINGS OF SHAREHOLDERS.
19870S1200B2515 - 208 -
1 (A) REGULAR MEETINGS.--THE BYLAWS OF A BUSINESS CORPORATION
2 MAY PROVIDE FOR THE NUMBER AND THE TIME OF MEETINGS OF
3 SHAREHOLDERS, BUT AT LEAST ONE MEETING OF THE SHAREHOLDERS SHALL
4 BE HELD IN EACH CALENDAR YEAR FOR THE ELECTION OF DIRECTORS AT
5 SUCH TIME AS SHALL BE PROVIDED IN OR FIXED PURSUANT TO AUTHORITY
6 GRANTED BY THE BYLAWS. FAILURE TO HOLD THE ANNUAL OR OTHER
7 REGULAR MEETING AT THE DESIGNATED TIME SHALL NOT WORK A
8 DISSOLUTION OF THE CORPORATION OR AFFECT OTHERWISE VALID
9 CORPORATE ACTS. IF THE ANNUAL OR OTHER REGULAR MEETING IS NOT
10 CALLED AND HELD WITHIN SIX MONTHS AFTER THE DESIGNATED TIME, ANY
11 SHAREHOLDER MAY CALL THE MEETING AT ANY TIME THEREAFTER.
12 (B) SPECIAL MEETINGS.--SPECIAL MEETINGS OF THE SHAREHOLDERS
13 MAY BE CALLED AT ANY TIME:
14 (1) BY THE BOARD OF DIRECTORS;
15 (2) UNLESS OTHERWISE PROVIDED IN THE ARTICLES, BY
16 SHAREHOLDERS ENTITLED TO CAST AT LEAST 20% OF THE VOTES THAT
17 ALL SHAREHOLDERS ARE ENTITLED TO CAST AT THE PARTICULAR
18 MEETING; OR
19 (3) BY SUCH OFFICERS OR OTHER PERSONS AS MAY BE PROVIDED
20 IN THE BYLAWS.
21 AT ANY TIME, UPON WRITTEN REQUEST OF ANY PERSON WHO HAS CALLED A
22 SPECIAL MEETING, IT SHALL BE THE DUTY OF THE SECRETARY TO FIX
23 THE TIME OF THE MEETING WHICH, IF THE MEETING IS CALLED PURSUANT
24 TO A STATUTORY RIGHT, SHALL BE HELD NOT MORE THAN 60 DAYS AFTER
25 THE RECEIPT OF THE REQUEST. IF THE SECRETARY NEGLECTS OR REFUSES
26 TO FIX THE TIME OF THE MEETING, THE PERSON OR PERSONS CALLING
27 THE MEETING MAY DO SO. SEE SECTION 2521 (RELATING TO CALL OF <--
28 SPECIAL MEETINGS OF SHAREHOLDERS).
29 (C) ADJOURNMENTS.--ADJOURNMENTS OF ANY REGULAR OR SPECIAL
30 MEETING MAY BE TAKEN BUT ANY MEETING AT WHICH DIRECTORS ARE TO
19870S1200B2515 - 209 -
1 BE ELECTED SHALL BE ADJOURNED ONLY FROM DAY TO DAY, OR FOR SUCH
2 LONGER PERIODS NOT EXCEEDING 15 DAYS EACH AS THE SHAREHOLDERS
3 PRESENT AND ENTITLED TO VOTE SHALL DIRECT, UNTIL THE DIRECTORS
4 HAVE BEEN ELECTED. SEE SECTION 2522 (RELATING TO ADJOURNMENT OF <--
5 MEETINGS OF SHAREHOLDERS).
6 § 1756. QUORUM.
7 (A) GENERAL RULE.--A MEETING OF SHAREHOLDERS OF A BUSINESS
8 CORPORATION DULY CALLED SHALL NOT BE ORGANIZED FOR THE
9 TRANSACTION OF BUSINESS UNLESS A QUORUM IS PRESENT. UNLESS
10 OTHERWISE PROVIDED IN A BYLAW ADOPTED BY THE SHAREHOLDERS:
11 (1) THE PRESENCE OF SHAREHOLDERS ENTITLED TO CAST AT
12 LEAST A MAJORITY OF THE VOTES THAT ALL SHAREHOLDERS ARE
13 ENTITLED TO CAST ON A PARTICULAR MATTER TO BE ACTED UPON AT
14 THE MEETING SHALL CONSTITUTE A QUORUM FOR THE PURPOSES OF
15 CONSIDERATION AND ACTION ON THE MATTER.
16 (2) THE SHAREHOLDERS PRESENT AT A DULY ORGANIZED MEETING
17 CAN CONTINUE TO DO BUSINESS UNTIL ADJOURNMENT NOTWITHSTANDING
18 THE WITHDRAWAL OF ENOUGH SHAREHOLDERS TO LEAVE LESS THAN A
19 QUORUM.
20 (3) IF A MEETING CANNOT BE ORGANIZED BECAUSE A QUORUM
21 HAS NOT ATTENDED, THOSE PRESENT MAY, EXCEPT AS OTHERWISE
22 PROVIDED IN THIS SUBPART, ADJOURN THE MEETING TO SUCH TIME
23 AND PLACE AS THEY MAY DETERMINE.
24 (B) EXCEPTIONS.--UNLESS OTHERWISE PROVIDED IN A BYLAW
25 ADOPTED BY THE SHAREHOLDERS:
26 (1) THOSE SHAREHOLDERS ENTITLED TO VOTE WHO ATTEND A
27 MEETING CALLED FOR THE ELECTION OF DIRECTORS THAT HAS BEEN
28 PREVIOUSLY ADJOURNED FOR LACK OF A QUORUM, ALTHOUGH LESS THAN
29 A QUORUM AS FIXED IN THIS SECTION OR IN THE BYLAWS, SHALL
30 NEVERTHELESS CONSTITUTE A QUORUM FOR THE PURPOSE OF ELECTING
19870S1200B2515 - 210 -
1 DIRECTORS.
2 (2) THOSE SHAREHOLDERS ENTITLED TO VOTE WHO ATTEND A
3 MEETING OF SHAREHOLDERS THAT HAS BEEN PREVIOUSLY ADJOURNED
4 FOR ONE OR MORE PERIODS AGGREGATING AT LEAST 15 DAYS BECAUSE
5 OF AN ABSENCE OF A QUORUM, ALTHOUGH LESS THAN A QUORUM AS
6 FIXED IN THIS SECTION OR IN THE BYLAWS, SHALL NEVERTHELESS
7 CONSTITUTE A QUORUM FOR THE PURPOSE OF ACTING UPON ANY MATTER
8 SET FORTH IN THE NOTICE OF THE MEETING IF THE NOTICE STATES
9 THAT THOSE SHAREHOLDERS WHO ATTEND THE ADJOURNED MEETING
10 SHALL NEVERTHELESS CONSTITUTE A QUORUM FOR THE PURPOSE OF
11 ACTING UPON THE MATTER.
12 (C) CROSS REFERENCE.--SEE SECTION 2523 (RELATING TO QUORUM <--
13 AT SHAREHOLDER MEETINGS).
14 § 1757. ACTION BY SHAREHOLDERS.
15 (A) GENERAL RULE.--EXCEPT AS OTHERWISE PROVIDED IN THIS
16 SUBPART OR IN A BYLAW ADOPTED BY THE SHAREHOLDERS, WHENEVER ANY
17 CORPORATE ACTION IS TO BE TAKEN BY VOTE OF THE SHAREHOLDERS OF A
18 BUSINESS CORPORATION, IT SHALL BE AUTHORIZED BY A MAJORITY OF
19 THE VOTES CAST AT A DULY ORGANIZED MEETING OF SHAREHOLDERS BY
20 THE HOLDERS OF SHARES ENTITLED TO VOTE THEREON.
21 (B) CHANGES IN REQUIRED VOTE.--WHENEVER A PROVISION OF THIS
22 SUBPART REQUIRES A SPECIFIED NUMBER OR PERCENTAGE OF VOTES OF
23 SHAREHOLDERS OR OF A CLASS OF SHAREHOLDERS FOR THE TAKING OF ANY
24 ACTION, A BUSINESS CORPORATION MAY PRESCRIBE IN A BYLAW ADOPTED
25 BY THE SHAREHOLDERS THAT A HIGHER NUMBER OR PERCENTAGE OF VOTES
26 SHALL BE REQUIRED FOR THE ACTION. SEE SECTIONS 1504(D) (RELATING
27 TO AMENDMENT OF VOTING PROVISIONS) AND 1914(E) (RELATING TO
28 AMENDMENT OF VOTING PROVISIONS).
29 (C) EXPENSES.--UNLESS OTHERWISE RESTRICTED IN THE ARTICLES,
30 THE CORPORATION SHALL PAY THE REASONABLE EXPENSES OF
19870S1200B2515 - 211 -
1 SOLICITATION OF VOTES, PROXIES OR CONSENTS OF SHAREHOLDERS BY OR
2 ON BEHALF OF THE BOARD OF DIRECTORS OR ITS NOMINEES FOR ELECTION
3 TO THE BOARD, INCLUDING SOLICITATION BY PROFESSIONAL PROXY
4 SOLICITORS AND OTHERWISE, AND MAY PAY THE REASONABLE EXPENSES OF
5 A SOLICITATION BY OR ON BEHALF OF OTHER PERSONS.
6 § 1758. VOTING RIGHTS OF SHAREHOLDERS.
7 (A) GENERAL RULE.--UNLESS OTHERWISE PROVIDED IN THE
8 ARTICLES, EVERY SHAREHOLDER OF A BUSINESS CORPORATION SHALL BE
9 ENTITLED TO ONE VOTE FOR EVERY SHARE STANDING IN HIS NAME ON THE
10 BOOKS OF THE CORPORATION. THE ARTICLES MAY RESTRICT THE NUMBER
11 OF VOTES THAT A SINGLE HOLDER OR BENEFICIAL OWNER, OR SUCH A
12 GROUP OF HOLDERS OR OWNERS AS THE BYLAWS MAY DEFINE, OF SHARES
13 OF ANY CLASS OR SERIES MAY DIRECTLY OR INDIRECTLY CAST IN THE
14 AGGREGATE FOR THE ELECTION OF DIRECTORS OR ON ANY OTHER MATTER
15 COMING BEFORE THE SHAREHOLDERS.
16 (B) PROCEDURES.--IF THE BYLAWS PROVIDE A FAIR AND REASONABLE
17 PROCEDURE FOR THE NOMINATION OF CANDIDATES FOR ANY OFFICE, ONLY
18 CANDIDATES WHO HAVE BEEN DULY NOMINATED IN ACCORDANCE THEREWITH
19 SHALL BE ELIGIBLE FOR ELECTION. UNLESS OTHERWISE RESTRICTED IN
20 THE BYLAWS, IN ELECTIONS FOR DIRECTORS, VOTING NEED NOT BE BY
21 BALLOT, EXCEPT UPON DEMAND MADE BY A SHAREHOLDER ENTITLED TO
22 VOTE AT THE ELECTION AND BEFORE THE VOTING BEGINS. THE
23 CANDIDATES RECEIVING THE HIGHEST NUMBER OF VOTES FROM EACH CLASS
24 OR GROUP OF CLASSES, IF ANY, ENTITLED TO ELECT DIRECTORS
25 SEPARATELY UP TO THE NUMBER OF DIRECTORS TO BE ELECTED BY THE
26 CLASS OR GROUP OF CLASSES SHALL BE ELECTED. IF AT ANY MEETING OF
27 SHAREHOLDERS, DIRECTORS OF MORE THAN ONE CLASS ARE TO BE
28 ELECTED, EACH CLASS OF DIRECTORS SHALL BE ELECTED IN A SEPARATE
29 ELECTION.
30 (C) CUMULATIVE VOTING.--
19870S1200B2515 - 212 -
1 (1) EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH (2) OR IN
2 THE ARTICLES, IN EACH ELECTION OF DIRECTORS EVERY SHAREHOLDER
3 ENTITLED TO VOTE SHALL HAVE THE RIGHT TO MULTIPLY THE NUMBER
4 OF VOTES TO WHICH HE MAY BE ENTITLED BY THE TOTAL NUMBER OF
5 DIRECTORS TO BE ELECTED IN THE SAME ELECTION BY THE HOLDERS
6 OF THE CLASS OR CLASSES OF SHARES OF WHICH HIS SHARES ARE A
7 PART AND HE MAY CAST THE WHOLE NUMBER OF HIS VOTES FOR ONE
8 CANDIDATE OR HE MAY DISTRIBUTE THEM AMONG ANY TWO OR MORE
9 CANDIDATES.
10 (2) THE SHAREHOLDERS OF A CORPORATION NOT INCORPORATED
11 UNDER THE BUSINESS CORPORATION LAW OF 1933 OR THIS SUBPART,
12 THE SHAREHOLDERS OF WHICH WERE NOT ENTITLED TO CUMULATE THEIR
13 VOTES FOR THE ELECTION OF DIRECTORS AT THE DATE THE
14 CORPORATION BECAME SUBJECT TO THE PROVISIONS OF THE BUSINESS
15 CORPORATION LAW OF 1933 OR BECAME OR BECOMES SUBJECT TO THE
16 PROVISIONS OF THIS SUBPART, SHALL BE ENTITLED SO TO CUMULATE
17 THEIR VOTES ONLY IF AND TO THE EXTENT ITS ARTICLES SO
18 PROVIDE.
19 (D) REDEEMABLE SHARES.--UNLESS OTHERWISE PROVIDED IN THE
20 ARTICLES, REDEEMABLE SHARES THAT HAVE BEEN CALLED FOR REDEMPTION
21 SHALL NOT BE ENTITLED TO VOTE ON ANY MATTER AND SHALL NOT BE
22 DEEMED OUTSTANDING SHARES AFTER WRITTEN NOTICE HAS BEEN MAILED
23 TO HOLDERS THEREOF THAT THE SHARES HAVE BEEN CALLED FOR
24 REDEMPTION AND THAT A SUM SUFFICIENT TO REDEEM THE SHARES HAS
25 BEEN DEPOSITED WITH A SPECIFIED FINANCIAL INSTITUTION WITH
26 IRREVOCABLE INSTRUCTION AND AUTHORITY TO PAY THE REDEMPTION
27 PRICE TO THE HOLDERS OF THE SHARES ON THE REDEMPTION DATE, IN
28 THE CASE OF UNCERTIFICATED SHARES, OR UPON SURRENDER OF
29 CERTIFICATES THEREFOR IN THE CASE OF CERTIFICATED SHARES, AND
30 THE SUM HAS BEEN SO DEPOSITED.
19870S1200B2515 - 213 -
1 § 1759. VOTING AND OTHER ACTION BY PROXY.
2 (A) GENERAL RULE.--
3 (1) EVERY SHAREHOLDER ENTITLED TO VOTE AT A MEETING OF
4 SHAREHOLDERS OR TO EXPRESS CONSENT OR DISSENT TO CORPORATE
5 ACTION IN WRITING WITHOUT A MEETING MAY AUTHORIZE ANOTHER
6 PERSON TO ACT FOR HIM BY PROXY.
7 (2) THE PRESENCE OF, OR VOTE OR OTHER ACTION AT A
8 MEETING OF SHAREHOLDERS, OR THE EXPRESSION OF CONSENT OR
9 DISSENT TO CORPORATE ACTION IN WRITING, BY A PROXY OF A
10 SHAREHOLDER SHALL CONSTITUTE THE PRESENCE OF, OR VOTE OR
11 ACTION BY, OR WRITTEN CONSENT OR DISSENT OF THE SHAREHOLDER
12 FOR THE PURPOSES OF THIS SUBPART.
13 (3) WHERE TWO OR MORE PROXIES OF A SHAREHOLDER ARE
14 PRESENT, THE CORPORATION SHALL, UNLESS OTHERWISE EXPRESSLY
15 PROVIDED IN THE PROXY, ACCEPT AS THE VOTE OF ALL SHARES
16 REPRESENTED THEREBY THE VOTE CAST BY A MAJORITY OF THEM AND,
17 IF A MAJORITY OF THE PROXIES CANNOT AGREE WHETHER THE SHARES
18 REPRESENTED SHALL BE VOTED OR UPON THE MANNER OF VOTING THE
19 SHARES, THE VOTING OF THE SHARES SHALL BE DIVIDED EQUALLY
20 AMONG THOSE PERSONS.
21 (B) MINIMUM REQUIREMENTS.--EVERY PROXY SHALL BE EXECUTED IN
22 WRITING BY THE SHAREHOLDER OR BY HIS DULY AUTHORIZED ATTORNEY-
23 IN-FACT AND FILED WITH THE SECRETARY OF THE CORPORATION. A
24 PROXY, UNLESS COUPLED WITH AN INTEREST, SHALL BE REVOCABLE AT
25 WILL, NOTWITHSTANDING ANY OTHER AGREEMENT OR ANY PROVISION IN
26 THE PROXY TO THE CONTRARY, BUT THE REVOCATION OF A PROXY SHALL
27 NOT BE EFFECTIVE UNTIL WRITTEN NOTICE THEREOF HAS BEEN GIVEN TO
28 THE SECRETARY OF THE CORPORATION. AN UNREVOKED PROXY SHALL NOT
29 BE VALID AFTER THREE YEARS FROM THE DATE OF ITS EXECUTION UNLESS
30 A LONGER TIME IS EXPRESSLY PROVIDED THEREIN. A PROXY SHALL NOT
19870S1200B2515 - 214 -
1 BE REVOKED BY THE DEATH OR INCAPACITY OF THE MAKER UNLESS,
2 BEFORE THE VOTE IS COUNTED OR THE AUTHORITY IS EXERCISED,
3 WRITTEN NOTICE OF THE DEATH OR INCAPACITY IS GIVEN TO THE
4 SECRETARY OF THE CORPORATION.
5 (C) PROXY COUPLED WITH AN INTEREST.--AS USED IN THIS SECTION
6 THE TERM "PROXY COUPLED WITH AN INTEREST" INCLUDES:
7 (1) A VOTE POOLING OR SIMILAR ARRANGEMENT AMONG
8 SHAREHOLDERS;
9 (2) AN AGREEMENT PERMITTED BY SECTION 1768(B) (RELATING
10 TO OTHER AGREEMENTS); AND
11 (3) AN UNREVOKED PROXY IN FAVOR OF AN EXISTING OR
12 POTENTIAL CREDITOR OF A SHAREHOLDER.
13 A PROXY MAY BE MADE IRREVOCABLE REGARDLESS OF WHETHER THE
14 INTEREST WITH WHICH IT IS COUPLED IS AN INTEREST IN THE SHARE
15 ITSELF OR AN INTEREST IN THE CORPORATION GENERALLY.
16 § 1760. VOTING BY FIDUCIARIES AND PLEDGEES.
17 SHARES OF A BUSINESS CORPORATION STANDING IN THE NAME OF A
18 TRUSTEE OR OTHER FIDUCIARY AND SHARES HELD BY AN ASSIGNEE FOR
19 THE BENEFIT OF CREDITORS OR BY A RECEIVER MAY BE VOTED BY THE
20 TRUSTEE, FIDUCIARY, ASSIGNEE OR RECEIVER. A SHAREHOLDER WHOSE
21 SHARES ARE PLEDGED SHALL BE ENTITLED TO VOTE THE SHARES UNTIL
22 THE SHARES HAVE BEEN TRANSFERRED INTO THE NAME OF THE PLEDGEE,
23 OR A NOMINEE OF THE PLEDGEE, BUT NOTHING IN THIS SECTION SHALL
24 AFFECT THE VALIDITY OF A PROXY GIVEN TO A PLEDGEE OR NOMINEE.
25 § 1761. VOTING BY JOINT HOLDERS OF SHARES.
26 (A) GENERAL RULE.--WHERE SHARES OF A BUSINESS CORPORATION
27 ARE HELD JOINTLY OR AS TENANTS IN COMMON BY TWO OR MORE PERSONS,
28 AS FIDUCIARIES OR OTHERWISE:
29 (1) IF ONLY ONE OR MORE OF SUCH PERSONS IS PRESENT IN
30 PERSON OR BY PROXY, ALL OF THE SHARES STANDING IN THE NAMES
19870S1200B2515 - 215 -
1 OF SUCH PERSONS SHALL BE DEEMED TO BE REPRESENTED FOR THE
2 PURPOSE OF DETERMINING A QUORUM AND THE CORPORATION SHALL
3 ACCEPT AS THE VOTE OF ALL THE SHARES THE VOTE CAST BY HIM OR
4 A MAJORITY OF THEM; AND
5 (2) IF THE PERSONS ARE EQUALLY DIVIDED UPON WHETHER THE
6 SHARES HELD BY THEM SHALL BE VOTED OR UPON THE MANNER OF
7 VOTING THE SHARES, THE VOTING OF THE SHARES SHALL BE DIVIDED
8 EQUALLY AMONG THE PERSONS WITHOUT PREJUDICE TO THE RIGHTS OF
9 THE JOINT OWNERS OR THE BENEFICIAL OWNERS THEREOF AMONG
10 THEMSELVES.
11 (B) EXCEPTION.--IF THERE HAS BEEN FILED WITH THE SECRETARY
12 OF THE CORPORATION A COPY, CERTIFIED BY AN ATTORNEY AT LAW TO BE
13 CORRECT, OF THE RELEVANT PORTIONS OF THE AGREEMENT UNDER WHICH
14 THE SHARES ARE HELD OR THE INSTRUMENT BY WHICH THE TRUST OR
15 ESTATE WAS CREATED OR THE ORDER OF COURT APPOINTING THEM OR OF
16 AN ORDER OF COURT DIRECTING THE VOTING OF THE SHARES, THE
17 PERSONS SPECIFIED AS HAVING SUCH VOTING POWER IN THE LATEST
18 DOCUMENT SO FILED, AND ONLY THOSE PERSONS, SHALL BE ENTITLED TO
19 VOTE THE SHARES BUT ONLY IN ACCORDANCE THEREWITH.
20 § 1762. VOTING BY CORPORATIONS.
21 (A) VOTING IN BUSINESS CORPORATION MATTERS.--ANY OTHER
22 DOMESTIC OR FOREIGN CORPORATION FOR PROFIT OR NOT-FOR-PROFIT
23 THAT IS A SHAREHOLDER OF A BUSINESS CORPORATION MAY VOTE BY ANY
24 OF ITS OFFICERS OR AGENTS, OR BY PROXY APPOINTED BY ANY OFFICER
25 OR AGENT, UNLESS SOME OTHER PERSON, BY RESOLUTION OF THE BOARD
26 OF DIRECTORS OF THE OTHER CORPORATION OR A PROVISION OF ITS
27 ARTICLES OR BYLAWS, A COPY OF WHICH RESOLUTION OR PROVISION
28 CERTIFIED TO BE CORRECT BY ONE OF ITS OFFICERS HAS BEEN FILED
29 WITH THE SECRETARY OF THE BUSINESS CORPORATION, IS APPOINTED ITS
30 GENERAL OR SPECIAL PROXY IN WHICH CASE THAT PERSON SHALL BE
19870S1200B2515 - 216 -
1 ENTITLED TO VOTE THE SHARES.
2 (B) VOTING BY BUSINESS CORPORATIONS.--SHARES OF OR
3 MEMBERSHIPS IN A DOMESTIC OR FOREIGN CORPORATION FOR PROFIT OR
4 NOT-FOR-PROFIT OTHER THAN A BUSINESS CORPORATION, STANDING IN
5 THE NAME OF A SHAREHOLDER OR MEMBER THAT IS A BUSINESS
6 CORPORATION, MAY BE VOTED BY THE PERSONS AND IN THE MANNER
7 PROVIDED FOR IN THE CASE OF BUSINESS CORPORATIONS BY SUBSECTION
8 (A) UNLESS THE LAWS OF THE JURISDICTION IN WHICH THE ISSUER OF
9 THE SHARES OR MEMBERSHIPS IS INCORPORATED REQUIRE THE SHARES OR
10 MEMBERSHIPS TO BE VOTED BY SOME OTHER PERSON OR PERSONS OR IN
11 SOME OTHER MANNER IN WHICH CASE, TO THE EXTENT THAT THOSE LAWS
12 ARE INCONSISTENT HEREWITH, THIS SUBSECTION SHALL NOT APPLY.
13 (C) CONTROLLED SHARES.--SHARES OF A BUSINESS CORPORATION
14 OWNED, DIRECTLY OR INDIRECTLY, BY IT AND CONTROLLED, DIRECTLY OR
15 INDIRECTLY, BY THE BOARD OF DIRECTORS OF THE CORPORATION, AS
16 SUCH, SHALL NOT BE VOTED AT ANY MEETING AND SHALL NOT BE COUNTED
17 IN DETERMINING THE TOTAL NUMBER OF OUTSTANDING SHARES FOR VOTING
18 PURPOSES AT ANY GIVEN TIME.
19 § 1763. DETERMINATION OF SHAREHOLDERS OF RECORD.
20 (A) FIXING RECORD DATE.--UNLESS OTHERWISE RESTRICTED IN THE
21 BYLAWS, THE BOARD OF DIRECTORS OF A BUSINESS CORPORATION MAY FIX
22 A TIME PRIOR TO THE DATE OF ANY MEETING OF SHAREHOLDERS AS A
23 RECORD DATE FOR THE DETERMINATION OF THE SHAREHOLDERS ENTITLED
24 TO NOTICE OF, OR TO VOTE AT, THE MEETING, WHICH TIME, EXCEPT IN
25 THE CASE OF AN ADJOURNED MEETING, SHALL BE NOT MORE THAN 90 DAYS
26 PRIOR TO THE DATE OF THE MEETING OF SHAREHOLDERS. ONLY
27 SHAREHOLDERS OF RECORD ON THE DATE FIXED SHALL BE SO ENTITLED
28 NOTWITHSTANDING ANY TRANSFER OF SHARES ON THE BOOKS OF THE
29 CORPORATION AFTER ANY RECORD DATE FIXED AS PROVIDED IN THIS
30 SUBSECTION. UNLESS OTHERWISE PROVIDED IN THE BYLAWS, THE BOARD
19870S1200B2515 - 217 -
1 OF DIRECTORS MAY SIMILARLY FIX A RECORD DATE FOR THE
2 DETERMINATION OF SHAREHOLDERS OF RECORD FOR ANY OTHER PURPOSE.
3 WHEN A DETERMINATION OF SHAREHOLDERS OF RECORD HAS BEEN MADE AS
4 PROVIDED IN THIS SECTION FOR PURPOSES OF A MEETING, THE
5 DETERMINATION SHALL APPLY TO ANY ADJOURNMENT THEREOF UNLESS
6 OTHERWISE RESTRICTED IN THE BYLAWS OR UNLESS THE BOARD FIXES A
7 NEW RECORD DATE FOR THE ADJOURNED MEETING.
8 (B) DETERMINATION WHEN A RECORD DATE IS NOT FIXED.--UNLESS
9 OTHERWISE PROVIDED IN THE BYLAWS, IF A RECORD DATE IS NOT FIXED:
10 (1) THE RECORD DATE FOR DETERMINING SHAREHOLDERS
11 ENTITLED TO NOTICE OF OR TO VOTE AT A MEETING OF SHAREHOLDERS
12 SHALL BE AT THE CLOSE OF BUSINESS ON THE DAY NEXT PRECEDING
13 THE DAY ON WHICH NOTICE IS GIVEN OR, IF NOTICE IS WAIVED, AT
14 THE CLOSE OF BUSINESS ON THE DAY IMMEDIATELY PRECEDING THE
15 DAY ON WHICH THE MEETING IS HELD.
16 (2) THE RECORD DATE FOR DETERMINING SHAREHOLDERS
17 ENTITLED TO EXPRESS CONSENT OR DISSENT TO CORPORATE ACTION IN
18 WRITING WITHOUT A MEETING, WHEN PRIOR ACTION BY THE BOARD OF
19 DIRECTORS IS NOT NECESSARY, SHALL BE AT THE CLOSE OF BUSINESS <--
20 ON THE DAY ON WHICH THE FIRST WRITTEN CONSENT OR DISSENT IS
21 FILED WITH THE SECRETARY OF THE CORPORATION.
22 (3) THE RECORD DATE FOR DETERMINING SHAREHOLDERS FOR ANY
23 OTHER PURPOSE SHALL BE AT THE CLOSE OF BUSINESS ON THE DAY ON
24 WHICH THE BOARD OF DIRECTORS ADOPTS THE RESOLUTION RELATING
25 THERETO.
26 (C) CERTIFICATION BY NOMINEE.--IF THE BYLAWS SO PROVIDE, THE
27 BOARD OF DIRECTORS MAY ADOPT A PROCEDURE WHEREBY A SHAREHOLDER
28 OF THE CORPORATION MAY CERTIFY IN WRITING TO THE CORPORATION
29 THAT ALL OR A PORTION OF THE SHARES REGISTERED IN THE NAME OF
30 THE SHAREHOLDER ARE HELD FOR THE ACCOUNT OF A SPECIFIED PERSON
19870S1200B2515 - 218 -
1 OR PERSONS. THE RESOLUTION OF THE BOARD MAY SET FORTH:
2 (1) THE CLASSIFICATION OF SHAREHOLDER WHO MAY CERTIFY.
3 (2) THE PURPOSE OR PURPOSES FOR WHICH THE CERTIFICATION
4 MAY BE MADE.
5 (3) THE FORM OF CERTIFICATION AND INFORMATION TO BE
6 CONTAINED THEREIN.
7 (4) IF THE CERTIFICATION IS WITH RESPECT TO A RECORD
8 DATE, THE TIME AFTER THE RECORD DATE WITHIN WHICH THE
9 CERTIFICATION MUST BE RECEIVED BY THE CORPORATION.
10 (5) SUCH OTHER PROVISIONS WITH RESPECT TO THE PROCEDURE
11 AS ARE DEEMED NECESSARY OR DESIRABLE.
12 UPON RECEIPT BY THE CORPORATION OF A CERTIFICATION COMPLYING
13 WITH THE PROCEDURE, THE PERSONS SPECIFIED IN THE CERTIFICATION
14 SHALL BE DEEMED, FOR THE PURPOSES SET FORTH IN THE
15 CERTIFICATION, TO BE THE HOLDERS OF RECORD OF THE NUMBER OF
16 SHARES SPECIFIED IN PLACE OF THE SHAREHOLDER MAKING THE
17 CERTIFICATION.
18 § 1764. VOTING LISTS.
19 (A) GENERAL RULE.--THE OFFICER OR AGENT HAVING CHARGE OF THE
20 TRANSFER BOOKS FOR SHARES OF A BUSINESS CORPORATION SHALL MAKE A
21 COMPLETE LIST OF THE SHAREHOLDERS ENTITLED TO VOTE AT ANY
22 MEETING OF SHAREHOLDERS, ARRANGED IN ALPHABETICAL ORDER, WITH
23 THE ADDRESS OF AND THE NUMBER OF SHARES HELD BY EACH. THE LIST
24 SHALL BE PRODUCED AND KEPT OPEN AT THE TIME AND PLACE OF THE
25 MEETING AND SHALL BE SUBJECT TO THE INSPECTION OF ANY
26 SHAREHOLDER DURING THE WHOLE TIME OF THE MEETING FOR THE
27 PURPOSES THEREOF EXCEPT THAT, IF A BUSINESS CORPORATION HAS
28 5,000 OR MORE SHAREHOLDERS, IN LIEU OF THE MAKING OF THE LIST
29 THE CORPORATION MAY MAKE THE INFORMATION THEREIN AVAILABLE AT
30 THE MEETING BY ANY OTHER MEANS.
19870S1200B2515 - 219 -
1 (B) EFFECT OF LIST.--FAILURE TO COMPLY WITH THE REQUIREMENTS
2 OF THIS SECTION SHALL NOT AFFECT THE VALIDITY OF ANY ACTION
3 TAKEN AT A MEETING PRIOR TO A DEMAND AT THE MEETING BY ANY
4 SHAREHOLDER ENTITLED TO VOTE THEREAT TO EXAMINE THE LIST. THE
5 ORIGINAL SHARE REGISTER OR TRANSFER BOOK, OR A DUPLICATE THEREOF
6 KEPT IN THIS COMMONWEALTH, SHALL BE PRIMA FACIE EVIDENCE AS TO
7 WHO ARE THE SHAREHOLDERS ENTITLED TO EXAMINE THE LIST OR SHARE
8 REGISTER OR TRANSFER BOOK OR TO VOTE AT ANY MEETING OF
9 SHAREHOLDERS.
10 § 1765. JUDGES OF ELECTION.
11 UNLESS OTHERWISE PROVIDED IN A BYLAW ADOPTED BY THE
12 SHAREHOLDERS:
13 (1) APPOINTMENT.--IN ADVANCE OF ANY MEETING OF
14 SHAREHOLDERS OF A BUSINESS CORPORATION, THE BOARD OF
15 DIRECTORS MAY APPOINT JUDGES OF ELECTION, WHO NEED NOT BE
16 SHAREHOLDERS, TO ACT AT THE MEETING OR ANY ADJOURNMENT
17 THEREOF. IF JUDGES OF ELECTION ARE NOT SO APPOINTED, THE
18 PRESIDING OFFICER OF THE MEETING MAY, AND ON THE REQUEST OF
19 ANY SHAREHOLDER SHALL, APPOINT JUDGES OF ELECTION AT THE
20 MEETING. THE NUMBER OF JUDGES SHALL BE ONE OR THREE. A PERSON
21 WHO IS A CANDIDATE FOR OFFICE TO BE FILLED AT THE MEETING
22 SHALL NOT ACT AS A JUDGE.
23 (2) VACANCIES.--IN CASE ANY PERSON APPOINTED AS A JUDGE
24 FAILS TO APPEAR OR FAILS OR REFUSES TO ACT, THE VACANCY MAY
25 BE FILLED BY APPOINTMENT MADE BY THE BOARD OF DIRECTORS IN
26 ADVANCE OF THE CONVENING OF THE MEETING OR AT THE MEETING BY
27 THE PRESIDING OFFICER THEREOF.
28 (3) DUTIES.--THE JUDGES OF ELECTION SHALL DETERMINE THE
29 NUMBER OF SHARES OUTSTANDING AND THE VOTING POWER OF EACH,
30 THE SHARES REPRESENTED AT THE MEETING, THE EXISTENCE OF A
19870S1200B2515 - 220 -
1 QUORUM, THE AUTHENTICITY, VALIDITY AND EFFECT OF PROXIES,
2 RECEIVE VOTES OR BALLOTS, HEAR AND DETERMINE ALL CHALLENGES
3 AND QUESTIONS IN ANY WAY ARISING IN CONNECTION WITH THE RIGHT
4 TO VOTE, COUNT AND TABULATE ALL VOTES, DETERMINE THE RESULT
5 AND DO SUCH ACTS AS MAY BE PROPER TO CONDUCT THE ELECTION OR
6 VOTE WITH FAIRNESS TO ALL SHAREHOLDERS. THE JUDGES OF
7 ELECTION SHALL PERFORM THEIR DUTIES IMPARTIALLY, IN GOOD
8 FAITH, TO THE BEST OF THEIR ABILITY AND AS EXPEDITIOUSLY AS
9 IS PRACTICAL. IF THERE ARE THREE JUDGES OF ELECTION, THE
10 DECISION, ACT OR CERTIFICATE OF A MAJORITY SHALL BE EFFECTIVE
11 IN ALL RESPECTS AS THE DECISION, ACT OR CERTIFICATE OF ALL.
12 (4) REPORT.--ON REQUEST OF THE PRESIDING OFFICER OF THE
13 MEETING, OR OF ANY SHAREHOLDER, THE JUDGES SHALL MAKE A
14 REPORT IN WRITING OF ANY CHALLENGE OR QUESTION OR MATTER
15 DETERMINED BY THEM, AND EXECUTE A CERTIFICATE OF ANY FACT
16 FOUND BY THEM. ANY REPORT OR CERTIFICATE MADE BY THEM SHALL
17 BE PRIMA FACIE EVIDENCE OF THE FACTS STATED THEREIN.
18 § 1766. CONSENT OF SHAREHOLDERS IN LIEU OF MEETING.
19 (A) UNANIMOUS CONSENT.--UNLESS OTHERWISE RESTRICTED IN THE
20 BYLAWS, ANY ACTION REQUIRED OR PERMITTED TO BE TAKEN AT A
21 MEETING OF THE SHAREHOLDERS OR OF A CLASS OF SHAREHOLDERS OF A
22 BUSINESS CORPORATION MAY BE TAKEN WITHOUT A MEETING IF, PRIOR OR
23 SUBSEQUENT TO THE ACTION, A CONSENT OR CONSENTS THERETO BY ALL
24 OF THE SHAREHOLDERS WHO WOULD BE ENTITLED TO VOTE AT A MEETING
25 FOR SUCH PURPOSE SHALL BE FILED WITH THE SECRETARY OF THE
26 CORPORATION.
27 (B) PARTIAL WRITTEN CONSENT.--IF THE ARTICLES (OR, IN THE
28 CASE OF A NONREGISTERED CORPORATION, THE BYLAWS) SO PROVIDE, ANY
29 ACTION REQUIRED OR PERMITTED TO BE TAKEN AT A MEETING OF THE
30 SHAREHOLDERS OR OF A CLASS OF SHAREHOLDERS MAY BE TAKEN WITHOUT
19870S1200B2515 - 221 -
1 A MEETING UPON THE WRITTEN CONSENT OF SHAREHOLDERS WHO WOULD
2 HAVE BEEN ENTITLED TO CAST THE MINIMUM NUMBER OF VOTES THAT
3 WOULD BE NECESSARY TO AUTHORIZE THE ACTION AT A MEETING AT WHICH
4 ALL SHAREHOLDERS ENTITLED TO VOTE THEREON WERE PRESENT AND
5 VOTING. THE CONSENTS SHALL BE FILED WITH THE SECRETARY OF THE
6 CORPORATION. THE ACTION SHALL NOT BECOME EFFECTIVE UNTIL AFTER
7 AT LEAST TEN DAYS' WRITTEN NOTICE OF THE ACTION HAS BEEN GIVEN
8 TO EACH SHAREHOLDER ENTITLED TO VOTE THEREON WHO HAS NOT
9 CONSENTED THERETO. SEE SECTION 2524 (RELATING TO CONSENT OF <--
10 SHAREHOLDERS IN LIEU OF MEETING).
11 § 1767. APPOINTMENT OF CUSTODIAN OF CORPORATION ON DEADLOCK OR
12 OTHER CAUSE.
13 (A) GENERAL RULE.--UPON APPLICATION OF ANY SHAREHOLDER, THE
14 COURT MAY APPOINT ONE OR MORE PERSONS TO BE CUSTODIANS OF AND
15 FOR ANY BUSINESS CORPORATION WHEN IT IS MADE TO APPEAR THAT:
16 (1) AT ANY MEETING FOR THE ELECTION OF DIRECTORS, THE
17 SHAREHOLDERS ARE SO DIVIDED THAT THEY HAVE FAILED TO ELECT
18 SUCCESSORS TO DIRECTORS WHOSE TERMS HAVE EXPIRED OR WOULD
19 HAVE EXPIRED UPON THE QUALIFICATION OF THEIR SUCCESSORS;
20 (2) IN THE CASE OF A CLOSELY-HELD CORPORATION, THE
21 DIRECTORS OR THOSE IN CONTROL OF THE CORPORATION HAVE ACTED
22 ILLEGALLY, OPPRESSIVELY OR FRAUDULENTLY TOWARD ONE OR MORE
23 HOLDERS OR OWNERS OF 5% OR MORE OF THE OUTSTANDING SHARES OF
24 ANY CLASS OF THE CORPORATION IN THEIR CAPACITIES AS
25 SHAREHOLDERS, DIRECTORS, OFFICERS OR EMPLOYEES; OR
26 (3) THE CONDITIONS SPECIFIED IN SECTION 1981(1), (2) OR
27 (3) (RELATING TO PROCEEDINGS UPON APPLICATION OF SHAREHOLDER
28 OR DIRECTOR), OTHER THAN THAT IT IS BENEFICIAL TO THE
29 INTERESTS OF THE SHAREHOLDERS THAT THE CORPORATION BE WOUND
30 UP AND DISSOLVED, EXIST WITH RESPECT TO THE CORPORATION.
19870S1200B2515 - 222 -
1 (B) EXCEPTION.--THE COURT SHALL NOT APPOINT A CUSTODIAN TO
2 RESOLVE A DEADLOCK IF THE SHAREHOLDERS BY AGREEMENT OR OTHERWISE
3 HAVE PROVIDED FOR THE APPOINTMENT OF A PROVISIONAL DIRECTOR OR
4 OTHER MEANS FOR THE RESOLUTION OF THE DEADLOCK, BUT THE COURT
5 SHALL ENFORCE THE REMEDY SO PROVIDED IF APPROPRIATE.
6 (C) POWER AND TITLE OF CUSTODIAN.--A CUSTODIAN APPOINTED
7 UNDER THIS SECTION SHALL HAVE ALL THE POWER AND TITLE OF A
8 RECEIVER APPOINTED UNDER SUBCHAPTER G OF CHAPTER 19 (RELATING TO
9 INVOLUNTARY LIQUIDATION AND DISSOLUTION) BUT THE AUTHORITY OF
10 THE CUSTODIAN SHALL BE TO CONTINUE THE BUSINESS OF THE
11 CORPORATION AND NOT TO LIQUIDATE ITS AFFAIRS AND DISTRIBUTE ITS
12 ASSETS EXCEPT WHEN THE COURT SHALL OTHERWISE ORDER.
13 § 1768. VOTING TRUSTS AND OTHER AGREEMENTS AMONG SHAREHOLDERS.
14 (A) VOTING TRUSTS.--ONE OR MORE SHAREHOLDERS OF ANY BUSINESS
15 CORPORATION MAY, BY AGREEMENT IN WRITING, TRANSFER ALL OR PART
16 OF THEIR SHARES TO ANY PERSON FOR THE PURPOSE OF VESTING IN THE
17 TRANSFEREE VOTING OR OTHER RIGHTS PERTAINING TO THE SHARES UPON
18 THE TERMS AND CONDITIONS AND FOR THE PERIOD STATED IN THE
19 AGREEMENT.
20 (B) OTHER AGREEMENTS.--AGREEMENTS AMONG SHAREHOLDERS, OR
21 AMONG OR BETWEEN THE CORPORATION AND ONE OR MORE SHAREHOLDERS,
22 REGARDING THE VOTING OF THEIR SHARES SHALL BE VALID AND
23 ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS.
24 § 1769. MINORS AS SECURITYHOLDERS.
25 (A) GENERAL RULE.--A BUSINESS CORPORATION MAY TREAT A MINOR
26 WHO HOLDS SHARES OR OBLIGATIONS OF THE CORPORATION AS HAVING
27 CAPACITY TO RECEIVE AND TO EMPOWER OTHERS TO RECEIVE DIVIDENDS,
28 INTEREST, PRINCIPAL AND OTHER PAYMENTS OR DISTRIBUTIONS, TO VOTE
29 OR EXPRESS CONSENT OR DISSENT AND TO MAKE ELECTIONS AND EXERCISE
30 RIGHTS RELATING TO SUCH SHARES OR OBLIGATIONS UNLESS, IN THE
19870S1200B2515 - 223 -
1 CASE OF PAYMENTS OR DISTRIBUTIONS ON SHARES, THE CORPORATE
2 OFFICER RESPONSIBLE FOR MAINTAINING THE LIST OF SHAREHOLDERS OR
3 THE TRANSFER AGENT OF THE CORPORATION OR, IN THE CASE OF
4 PAYMENTS OR DISTRIBUTIONS ON OBLIGATIONS, THE TREASURER OR
5 PAYING OFFICER OR AGENT HAS RECEIVED WRITTEN NOTICE THAT THE
6 HOLDER IS A MINOR.
7 (B) DISAFFIRMANCE LIMITED.--A MINOR WHO HOLDS SHARES OR
8 OBLIGATIONS OF A CORPORATION AND WHO HAS RECEIVED OR WHO HAS
9 EMPOWERED OTHERS TO RECEIVE DIVIDENDS, INTEREST, PRINCIPAL AND
10 OTHER PAYMENTS OR DISTRIBUTIONS, VOTED OR EXPRESSED CONSENT OR
11 DISSENT OR MADE AN ELECTION OR EXERCISED A RIGHT RELATING TO THE
12 SHARES OR OBLIGATIONS SHALL HAVE NO RIGHT THEREAFTER TO
13 DISAFFIRM OR AVOID, AS AGAINST THE CORPORATION, ANY SUCH ACT ON
14 HIS PART.
15 (C) OTHER STATUTES UNAFFECTED.--THIS SECTION DOES NOT LIMIT
16 ANY OTHER STATUTE THAT AUTHORIZES ANY CORPORATION TO DEAL WITH A
17 MINOR OR LIMITS THE RIGHT OF A MINOR TO DISAFFIRM HIS ACTS.
18 § 1770. INTERESTED SHAREHOLDERS.
19 (A) GENERAL RULE.--ANY TRANSACTION AUTHORIZED UNDER
20 SUBCHAPTER C OF CHAPTER 19 (RELATING TO MERGER, CONSOLIDATION,
21 SHARE EXCHANGES AND SALE OF ASSETS) BETWEEN A BUSINESS
22 CORPORATION OR SUBSIDIARY THEREOF AND A SHAREHOLDER OF THE
23 BUSINESS CORPORATION, OR ANY TRANSACTION AUTHORIZED UNDER
24 SUBCHAPTER F OF CHAPTER 19 (RELATING TO VOLUNTARY DISSOLUTION
25 AND WINDING UP) IN WHICH A SHAREHOLDER IS TREATED DIFFERENTLY
26 FROM OTHER SHAREHOLDERS OF THE SAME CLASS (OTHER THAN ANY
27 DISSENTING SHAREHOLDERS UNDER SUBCHAPTER D OF CHAPTER 15
28 (RELATING TO DISSENTERS RIGHTS)), SHALL REQUIRE THE AFFIRMATIVE
29 VOTE OF THE SHAREHOLDERS ENTITLED TO CAST AT LEAST A MAJORITY OF
30 THE VOTES THAT ALL SHAREHOLDERS OTHER THAN THE INTERESTED
19870S1200B2515 - 224 -
1 SHAREHOLDER ARE ENTITLED TO CAST WITH RESPECT TO THE
2 TRANSACTION, WITHOUT COUNTING THE VOTE OF THE INTERESTED
3 SHAREHOLDER. FOR THE PURPOSES OF THE PRECEDING SENTENCE,
4 INTERESTED SHAREHOLDER SHALL INCLUDE THE SHAREHOLDER WHO IS A
5 PARTY TO THE TRANSACTION OR WHO IS TREATED DIFFERENTLY FROM
6 OTHER SHAREHOLDERS AND ANY PERSON, OR GROUP OF PERSONS, THAT IS
7 ACTING JOINTLY OR IN CONCERT WITH THE INTERESTED SHAREHOLDER AND
8 ANY PERSON WHO, DIRECTLY OR INDIRECTLY, CONTROLS, IS CONTROLLED
9 BY, OR IS UNDER COMMON CONTROL WITH, THE INTERESTED SHAREHOLDER.
10 AN INTERESTED SHAREHOLDER SHALL NOT INCLUDE ANY PERSON WHO, IN
11 GOOD FAITH AND NOT FOR THE PURPOSE OF CIRCUMVENTING THIS
12 SECTION, IS AN AGENT, BANK, BROKER, NOMINEE OR TRUSTEE FOR ONE
13 OR MORE OTHER PERSONS, TO THE EXTENT THAT THE OTHER PERSON OR
14 PERSONS ARE NOT INTERESTED SHAREHOLDERS.
15 (B) EXCEPTIONS.--SUBSECTION (A) SHALL NOT APPLY TO A
16 TRANSACTION:
17 (1) THAT HAS BEEN APPROVED BY A MAJORITY VOTE OF THE
18 BOARD OF DIRECTORS WITHOUT COUNTING THE VOTE OF DIRECTORS
19 WHO:
20 (I) ARE DIRECTORS OR OFFICERS OF, OR HAVE A MATERIAL
21 EQUITY INTEREST IN, THE INTERESTED SHAREHOLDER; OR
22 (II) WERE NOMINATED FOR ELECTION AS A DIRECTOR BY
23 THE INTERESTED SHAREHOLDER, AND FIRST ELECTED AS A
24 DIRECTOR, WITHIN 24 MONTHS OF THE DATE OF THE VOTE ON THE
25 PROPOSED TRANSACTION; OR
26 (2) IN WHICH THE CONSIDERATION TO BE RECEIVED BY THE
27 SHAREHOLDERS FOR SHARES OF ANY CLASS OF WHICH SHARES ARE
28 OWNED BY THE INTERESTED SHAREHOLDER IS NOT LESS THAN THE
29 HIGHEST AMOUNT PAID BY THE INTERESTED SHAREHOLDER IN
30 ACQUIRING SHARES OF THE SAME CLASS.
19870S1200B2515 - 225 -
1 (C) ADDITIONAL APPROVALS.--THE APPROVALS REQUIRED BY THIS
2 SECTION SHALL BE IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER
3 APPROVAL REQUIRED BY THIS SUBPART, THE ARTICLES OF THE
4 CORPORATION, THE BYLAWS OF THE CORPORATION, OR OTHERWISE.
5 SUBCHAPTER E
6 DERIVATIVE ACTIONS
7 SEC.
8 1781. (RESERVED).
9 1782. ACTIONS AGAINST DIRECTORS AND OFFICERS.
10 § 1781. (RESERVED).
11 § 1782. ACTIONS AGAINST DIRECTORS AND OFFICERS.
12 (A) GENERAL RULE.--EXCEPT AS PROVIDED IN SUBSECTION (B), IN
13 ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE A SECONDARY RIGHT ON
14 THE PART OF ONE OR MORE SHAREHOLDERS OF A BUSINESS CORPORATION
15 AGAINST ANY PRESENT OR FORMER OFFICER OR DIRECTOR OF THE
16 CORPORATION BECAUSE THE CORPORATION REFUSES TO ENFORCE RIGHTS
17 THAT MAY PROPERLY BE ASSERTED BY IT, EACH PLAINTIFF MUST AVER
18 AND IT MUST BE MADE TO APPEAR THAT EACH PLAINTIFF WAS A
19 SHAREHOLDER OF THE CORPORATION OR OWNER OF A BENEFICIAL INTEREST
20 IN THE SHARES AT THE TIME OF THE TRANSACTION OF WHICH HE
21 COMPLAINS, OR THAT HIS SHARES OR BENEFICIAL INTEREST IN THE
22 SHARES DEVOLVED UPON HIM BY OPERATION OF LAW FROM A PERSON WHO
23 WAS A SHAREHOLDER OR OWNER OF A BENEFICIAL INTEREST IN THE
24 SHARES AT THAT TIME.
25 (B) EXCEPTION.--ANY SHAREHOLDER OR PERSON BENEFICIALLY
26 INTERESTED IN SHARES OF THE CORPORATION WHO, EXCEPT FOR THE
27 PROVISIONS OF SUBSECTION (A), WOULD BE ENTITLED TO MAINTAIN THE
28 ACTION OR PROCEEDING AND WHO DOES NOT MEET SUCH REQUIREMENTS
29 MAY, NEVERTHELESS IN THE DISCRETION OF THE COURT, BE ALLOWED TO
30 MAINTAIN THE ACTION OR PROCEEDING ON PRELIMINARY SHOWING TO THE
19870S1200B2515 - 226 -
1 COURT, BY APPLICATION AND UPON SUCH VERIFIED STATEMENTS AND
2 DEPOSITIONS AS MAY BE REQUIRED BY THE COURT, THAT THERE IS A
3 STRONG PRIMA FACIE CASE IN FAVOR OF THE CLAIM ASSERTED ON BEHALF
4 OF THE CORPORATION AND THAT WITHOUT THE ACTION SERIOUS INJUSTICE
5 WILL RESULT.
6 (C) SECURITY FOR COSTS.--IN ANY ACTION OR PROCEEDING
7 INSTITUTED OR MAINTAINED BY HOLDERS OR OWNERS OF LESS THAN 5% OF
8 THE OUTSTANDING SHARES OF ANY CLASS OF THE CORPORATION, UNLESS
9 THE SHARES HELD OR OWNED BY THE HOLDERS OR OWNERS HAVE AN
10 AGGREGATE FAIR MARKET VALUE IN EXCESS OF $200,000, THE
11 CORPORATION IN WHOSE RIGHT THE ACTION OR PROCEEDING IS BROUGHT
12 SHALL BE ENTITLED AT ANY STAGE OF THE PROCEEDINGS TO REQUIRE THE
13 PLAINTIFFS TO GIVE SECURITY FOR THE REASONABLE EXPENSES,
14 INCLUDING ATTORNEYS' FEES, THAT MAY BE INCURRED BY IT IN
15 CONNECTION THEREWITH OR FOR WHICH IT MAY BECOME LIABLE PURSUANT
16 TO SECTION 1743 (RELATING TO MANDATORY INDEMNIFICATION) (BUT
17 ONLY INSOFAR AS RELATES TO ACTIONS BY OR IN THE RIGHT OF THE
18 CORPORATION) TO WHICH SECURITY THE CORPORATION SHALL HAVE
19 RECOURSE IN SUCH AMOUNT AS THE COURT DETERMINES UPON THE
20 TERMINATION OF THE ACTION OR PROCEEDING. THE AMOUNT OF SECURITY
21 MAY, FROM TIME TO TIME, BE INCREASED OR DECREASED IN THE
22 DISCRETION OF THE COURT UPON SHOWING THAT THE SECURITY PROVIDED
23 HAS OR MAY BECOME INADEQUATE OR EXCESSIVE. THE SECURITY MAY BE
24 DENIED OR LIMITED IN THE DISCRETION OF THE COURT UPON
25 PRELIMINARY SHOWING TO THE COURT, BY APPLICATION AND UPON SUCH
26 VERIFIED STATEMENTS AND DEPOSITIONS AS MAY BE REQUIRED BY THE
27 COURT, ESTABLISHING PRIMA FACIE THAT THE REQUIREMENT OF FULL OR
28 PARTIAL SECURITY WOULD IMPOSE UNDUE HARDSHIP ON PLAINTIFFS AND
29 SERIOUS INJUSTICE WOULD RESULT.
30 (D) CROSS REFERENCE.--SEE SECTION 4146 (RELATING TO
19870S1200B2515 - 227 -
1 PROVISIONS APPLICABLE TO ALL FOREIGN CORPORATIONS).
2 SUBCHAPTER F
3 JUDICIAL SUPERVISION OF CORPORATE ACTION
4 SEC.
5 1791. CORPORATE ACTION SUBJECT TO SUBCHAPTER.
6 1792. PROCEEDINGS PRIOR TO CORPORATE ACTION.
7 1793. REVIEW OF CONTESTED CORPORATE ACTION.
8 § 1791. CORPORATE ACTION SUBJECT TO SUBCHAPTER.
9 (A) GENERAL RULE.--THIS SUBCHAPTER SHALL APPLY TO AND THE <--
10 TERM "CORPORATE ACTION" IN THIS SUBCHAPTER SHALL MEAN ANY OF THE
11 FOLLOWING ACTIONS:
12 (1) THE ELECTION, APPOINTMENT, DESIGNATION OR OTHER
13 SELECTION AND THE SUSPENSION OR REMOVAL OF DIRECTORS OR
14 OFFICERS OF A BUSINESS CORPORATION.
15 (2) THE TAKING OF ANY ACTION ON ANY MATTER THAT IS
16 REQUIRED UNDER THIS SUBPART OR UNDER ANY OTHER PROVISION OF
17 LAW TO BE, OR THAT UNDER THE BYLAWS MAY BE, SUBMITTED FOR
18 ACTION TO THE SHAREHOLDERS, DIRECTORS OR OFFICERS OF A
19 BUSINESS CORPORATION.
20 (B) CROSS REFERENCE.--SEE SECTION 4145 (RELATING TO <--
21 APPLICABILITY OF CERTAIN SAFEGUARDS TO FOREIGN DOMICILIARY
22 CORPORATIONS).
23 § 1792. PROCEEDINGS PRIOR TO CORPORATE ACTION.
24 (A) GENERAL RULE.--WHERE UNDER APPLICABLE LAW OR THE BYLAWS
25 OF A BUSINESS CORPORATION THERE HAS BEEN A FAILURE TO HOLD A
26 MEETING TO TAKE CORPORATE ACTION AND THE FAILURE HAS CONTINUED
27 FOR 30 DAYS AFTER THE DATE DESIGNATED OR APPROPRIATE THEREFOR,
28 THE COURT MAY SUMMARILY ORDER A MEETING TO BE HELD UPON THE
29 APPLICATION OF ANY PERSON ENTITLED, EITHER ALONE OR IN
30 CONJUNCTION WITH OTHER PERSONS SIMILARLY SEEKING RELIEF UNDER
19870S1200B2515 - 228 -
1 THIS SECTION, TO CALL A MEETING TO CONSIDER THE CORPORATE ACTION
2 IN ISSUE.
3 (B) CONDUCT OF MEETING.--THE COURT MAY DETERMINE THE RIGHT
4 TO VOTE AT THE MEETING OF PERSONS CLAIMING THAT RIGHT, MAY
5 APPOINT A MASTER TO HOLD THE MEETING UNDER SUCH ORDERS AND
6 POWERS AS THE COURT DEEMS PROPER AND MAY TAKE SUCH ACTION AS MAY
7 BE REQUIRED TO GIVE DUE NOTICE OF THE MEETING AND TO CONVENE AND
8 CONDUCT THE MEETING IN THE INTERESTS OF JUSTICE.
9 (C) CROSS REFERENCE.--SEE SECTION 4145 (RELATING TO <--
10 APPLICABILITY OF CERTAIN SAFEGUARDS TO FOREIGN DOMICILIARY
11 CORPORATIONS).
12 § 1793. REVIEW OF CONTESTED CORPORATE ACTION.
13 (A) GENERAL RULE.--UPON APPLICATION OF ANY PERSON AGGRIEVED
14 BY ANY CORPORATE ACTION, THE COURT MAY HEAR AND DETERMINE THE
15 VALIDITY OF THE CORPORATE ACTION.
16 (B) POWERS AND PROCEDURES.--THE COURT MAY MAKE SUCH ORDERS
17 IN ANY SUCH CASE AS MAY BE JUST AND PROPER, WITH POWER TO
18 ENFORCE THE PRODUCTION OF ANY BOOKS, PAPERS AND RECORDS OF THE
19 CORPORATION AND OTHER RELEVANT EVIDENCE THAT MAY RELATE TO THE
20 ISSUE. THE COURT SHALL PROVIDE FOR NOTICE OF THE PENDENCY OF THE
21 PROCEEDINGS UNDER THIS SECTION TO ALL PERSONS AFFECTED THEREBY.
22 IF IT IS DETERMINED THAT NO VALID CORPORATE ACTION HAS BEEN
23 TAKEN, THE COURT MAY ORDER A MEETING TO BE HELD IN ACCORDANCE
24 WITH SECTION 1792 (RELATING TO PROCEEDINGS PRIOR TO CORPORATE
25 ACTION).
26 (C) CROSS REFERENCE.--SEE SECTION 4145 (RELATING TO <--
27 APPLICABILITY OF CERTAIN SAFEGUARDS TO FOREIGN DOMICILIARY
28 CORPORATIONS).
29 CHAPTER 19 <--
30 FUNDAMENTAL CHANGES
19870S1200B2515 - 229 -
1 SUBCHAPTER
2 A. PRELIMINARY PROVISIONS
3 B. AMENDMENT OF ARTICLES
4 C. MERGER, CONSOLIDATION, SHARE EXCHANGES AND SALE OF
5 ASSETS
6 D. DIVISION
7 E. CONVERSION
8 F. VOLUNTARY DISSOLUTION AND WINDING UP
9 G. INVOLUNTARY LIQUIDATION AND DISSOLUTION
10 H. POSTDISSOLUTION CLAIMS
11 SUBCHAPTER A
12 PRELIMINARY PROVISIONS
13 SEC.
14 1901. OMISSION OF CERTAIN PROVISIONS FROM FILED PLANS.
15 1902. STATEMENT OF TERMINATION.
16 1903. BANKRUPTCY OR INSOLVENCY PROCEEDINGS.
17 1904. DE FACTO TRANSACTION DOCTRINE ABOLISHED.
18 1905. PROPOSAL OF FUNDAMENTAL TRANSACTIONS.
19 1906. SPECIAL TREATMENT OF HOLDERS OF SHARES OF SAME CLASS OR
20 SERIES.
21 § 1901. OMISSION OF CERTAIN PROVISIONS FROM FILED PLANS.
22 A PLAN AS FILED IN THE DEPARTMENT OF STATE UNDER ANY
23 PROVISION OF THIS CHAPTER MAY OMIT ALL PROVISIONS OF THE PLAN
24 EXCEPT PROVISIONS, IF ANY, THAT ARE INTENDED TO AMEND OR
25 CONSTITUTE THE OPERATIVE PROVISIONS OF THE ARTICLES OF A
26 CORPORATION AS IN EFFECT SUBSEQUENT TO THE EFFECTIVE DATE OF THE
27 PLAN, IF THE ARTICLES OF AMENDMENT, MERGER, CONSOLIDATION,
28 EXCHANGE, DIVISION OR CONVERSION STATE THAT THE FULL TEXT OF THE
29 PLAN IS ON FILE AT THE PRINCIPAL PLACE OF BUSINESS OF THE
30 RECLASSIFYING, SURVIVING OR NEW OR A RESULTING CORPORATION AND
19870S1200B2515 - 230 -
1 STATE THE ADDRESS THEREOF. A CORPORATION THAT TAKES ADVANTAGE OF
2 THIS SECTION SHALL FURNISH A COPY OF THE FULL TEXT OF THE PLAN,
3 ON REQUEST AND WITHOUT COST, TO ANY SHAREHOLDER OF ANY
4 CORPORATION THAT WAS A PARTY TO THE PLAN AND, UNLESS ALL PARTIES
5 TO THE PLAN WERE CLOSELY-HELD CORPORATIONS, ON REQUEST AND AT
6 COST TO ANY OTHER PERSON.
7 § 1902. STATEMENT OF TERMINATION.
8 (A) GENERAL RULE--IF A STATEMENT WITH RESPECT TO SHARES,
9 ARTICLES OF AMENDMENT OR ARTICLES OF MERGER, CONSOLIDATION,
10 EXCHANGE, DIVISION OR CONVERSION OF A BUSINESS CORPORATION OR TO
11 WHICH IT IS A PARTY HAVE BEEN FILED IN THE DEPARTMENT OF STATE
12 PRIOR TO THE TERMINATION OF THE AMENDMENT OR PLAN PURSUANT TO
13 PROVISIONS THEREFOR SET FORTH IN THE RESOLUTION OR PETITION
14 RELATING TO THE AMENDMENT OR IN THE PLAN, THE TERMINATION SHALL
15 NOT BE EFFECTIVE UNLESS THE CORPORATION SHALL, PRIOR TO THE TIME
16 THE AMENDMENT OR PLAN IS TO BECOME EFFECTIVE, FILE IN THE
17 DEPARTMENT A STATEMENT OF TERMINATION. THE STATEMENT OF
18 TERMINATION SHALL BE EXECUTED BY THE CORPORATION THAT FILED THE
19 AMENDMENT OR BY EACH CORPORATION THAT IS A PARTY TO THE PLAN,
20 UNLESS THE PLAN PERMITS TERMINATION BY LESS THAN ALL OF THE
21 CORPORATIONS, IN WHICH CASE THE STATEMENT SHALL BE EXECUTED ON
22 BEHALF OF THE CORPORATION OR CORPORATIONS EXERCISING THE RIGHT
23 TO TERMINATE, AND SHALL SET FORTH:
24 (1) A COPY OF THE STATEMENT WITH RESPECT TO SHARES,
25 ARTICLES OF AMENDMENT OR ARTICLES OF MERGER, CONSOLIDATION,
26 EXCHANGE, DIVISION OR CONVERSION RELATING TO THE AMENDMENT OR
27 PLAN THAT IS TERMINATED.
28 (2) A STATEMENT THAT THE AMENDMENT OR PLAN HAS BEEN
29 TERMINATED IN ACCORDANCE WITH THE PROVISIONS THEREFOR SET
30 FORTH THEREIN.
19870S1200B2515 - 231 -
1 (B) CROSS REFERENCES.--SEE SECTIONS 134 (RELATING TO
2 DOCKETING STATEMENT) AND 138 (RELATING TO STATEMENT OF
3 CORRECTION).
4 § 1903. BANKRUPTCY OR INSOLVENCY PROCEEDINGS.
5 (A) GENERAL RULE.--WHENEVER A BUSINESS CORPORATION IS
6 INSOLVENT OR IN FINANCIAL DIFFICULTY, THE BOARD OF DIRECTORS
7 MAY, BY RESOLUTION AND WITHOUT THE CONSENT OF THE SHAREHOLDERS,
8 AUTHORIZE AND DESIGNATE THE OFFICERS OF THE CORPORATION TO
9 EXECUTE A DEED OF ASSIGNMENT FOR THE BENEFIT OF CREDITORS, OR
10 FILE A VOLUNTARY PETITION IN BANKRUPTCY, OR FILE AN ANSWER
11 CONSENTING TO THE APPOINTMENT OF A RECEIVER UPON A COMPLAINT IN
12 THE NATURE OF AN EQUITY ACTION FILED BY CREDITORS OR
13 SHAREHOLDERS, OR, IF INSOLVENT, FILE AN ANSWER TO AN INVOLUNTARY
14 PETITION IN BANKRUPTCY ADMITTING THE INSOLVENCY OF THE
15 CORPORATION AND ITS WILLINGNESS TO BE ADJUDGED A BANKRUPT ON
16 THAT GROUND.
17 (B) BANKRUPTCY PROCEEDINGS.--A BUSINESS CORPORATION MAY
18 PARTICIPATE IN PROCEEDINGS UNDER AND IN THE MANNER PROVIDED BY
19 THE BANKRUPTCY CODE (11 U.S.C. § 101 ET SEQ.) NOTWITHSTANDING
20 ANY CONTRARY PROVISION OF THIS SUBPART OR OF ITS ARTICLES OR
21 BYLAWS.
22 § 1904. DE FACTO TRANSACTION DOCTRINE ABOLISHED.
23 THE DOCTRINE OF DE FACTO MERGERS, CONSOLIDATIONS AND OTHER
24 FUNDAMENTAL TRANSACTIONS IS ABOLISHED AND THE RULES LAID DOWN BY
25 BLOCH V. BALDWIN LOCOMOTIVE WORKS, 75 PA. D. & C. 24 (C.P. DEL.
26 CTY. 1950), AND MARKS V. THE AUTOCAR CO., 153 F.SUPP. 768 (E.D.
27 PA. 1954), AND SIMILAR CASES ARE OVERRULED. A TRANSACTION THAT
28 IN FORM SATISFIES THE REQUIREMENTS OF THIS SUBPART MAY BE
29 CHALLENGED BY REASON OF ITS SUBSTANCE ONLY TO THE EXTENT
30 PERMITTED BY SECTION 1105 (RELATING TO RESTRICTION ON EQUITABLE
19870S1200B2515 - 232 -
1 RELIEF).
2 § 1905. PROPOSAL OF FUNDAMENTAL TRANSACTIONS.
3 WHERE ANY PROVISION OF THIS CHAPTER REQUIRES THAT AN
4 AMENDMENT OF THE ARTICLES OR A PLAN BE PROPOSED BY ACTION OF THE
5 BOARD OF DIRECTORS, THAT REQUIREMENT SHALL BE CONSTRUED TO
6 AUTHORIZE AND BE SATISFIED BY THE WRITTEN AGREEMENT OF ALL OF
7 THE SHAREHOLDERS OF A BUSINESS CORPORATION.
8 § 1906. SPECIAL TREATMENT OF HOLDERS OF SHARES OF SAME CLASS OR
9 SERIES.
10 (A) GENERAL RULE.--AN AMENDMENT OR PLAN MAY CONTAIN A
11 PROVISION CLASSIFYING THE HOLDERS OF SHARES OF A CLASS OR SERIES
12 INTO ONE OR MORE SEPARATE GROUPS BY REFERENCE TO ANY FACTS OR
13 CIRCUMSTANCES THAT ARE NOT MANIFESTLY UNREASONABLE AND PROVIDING
14 MANDATORY TREATMENT FOR SHARES OF THE CLASS OR SERIES HELD BY
15 PARTICULAR SHAREHOLDERS OR GROUPS OF SHAREHOLDERS THAT DIFFERS
16 MATERIALLY FROM THE TREATMENT ACCORDED OTHER SHAREHOLDERS OR
17 GROUPS OF SHAREHOLDERS HOLDING SHARES OF THE SAME CLASS OR
18 SERIES (INCLUDING A PROVISION MODIFYING OR RESCINDING RIGHTS
19 PREVIOUSLY CREATED UNDER THIS SECTION) IF:
20 (1) (I) SUCH PROVISION IS SPECIFICALLY AUTHORIZED BY A
21 MAJORITY OF THE VOTES CAST BY ALL SHAREHOLDERS ENTITLED
22 TO VOTE ON THE AMENDMENT OR PLAN, AS WELL AS BY A
23 MAJORITY OF THE VOTES CAST BY ANY CLASS OR SERIES OF
24 SHARES WHOSE RIGHTS ARE DIMINISHED THEREBY, WHETHER OR
25 NOT SUCH CLASS OR SERIES WOULD OTHERWISE BE ENTITLED TO
26 VOTE ON THE AMENDMENT OR PLAN; AND
27 (II) THE PROVISION VOTED ON SPECIFICALLY ENUMERATES
28 THE TYPE AND EXTENT OF THE SPECIAL TREATMENT AUTHORIZED;
29 OR
30 (2) UNDER ALL THE FACTS AND CIRCUMSTANCES, A COURT OF
19870S1200B2515 - 233 -
1 COMPETENT JURISDICTION FINDS SUCH SPECIAL TREATMENT IS
2 UNDERTAKEN IN GOOD FAITH, AFTER REASONABLE DELIBERATION AND
3 IS IN THE BEST INTEREST OF THE CORPORATION.
4 (B) STATUTORY VOTING RIGHTS UPON SPECIAL TREATMENT.--EXCEPT
5 AS PROVIDED IN SUBSECTION (C), IF AN AMENDMENT OR PLAN CONTAINS
6 A PROVISION FOR SPECIAL TREATMENT, EACH SUBGROUP OF THE HOLDERS
7 OF ANY OUTSTANDING SHARES OF A CLASS OR SERIES WHO ARE TO
8 RECEIVE THE SAME SPECIAL TREATMENT UNDER THE AMENDMENT OR PLAN
9 SHALL BE ENTITLED TO VOTE AS A SPECIAL CLASS IN RESPECT TO THE
10 PLAN REGARDLESS OF ANY LIMITATIONS STATED IN THE ARTICLES OR
11 BYLAWS ON THE VOTING RIGHTS OF ANY CLASS OR SERIES.
12 (C) DISSENTERS RIGHTS UPON SPECIAL TREATMENT.--IF ANY
13 AMENDMENT OR PLAN CONTAINS A PROVISION FOR SPECIAL TREATMENT
14 WITHOUT REQUIRING FOR THE ADOPTION OF THE AMENDMENT OR PLAN THE
15 STATUTORY CLASS VOTE REQUIRED BY SUBSECTION (B), THE HOLDER OF
16 ANY OUTSTANDING SHARES THE STATUTORY CLASS VOTING RIGHTS OF
17 WHICH ARE SO DENIED, WHO OBJECTS TO THE AMENDMENT OR PLAN AND
18 COMPLIES WITH SUBCHAPTER D OF CHAPTER 15 (RELATING TO DISSENTERS
19 RIGHTS), SHALL BE ENTITLED TO THE RIGHTS AND REMEDIES OF
20 DISSENTING SHAREHOLDERS PROVIDED IN THAT SUBCHAPTER.
21 (D) EXCEPTION.--THIS SECTION SHALL NOT APPLY TO THE CREATION
22 OR ISSUANCE OF SECURITIES, CONTRACTS, WARRANTS OR OTHER
23 INSTRUMENTS EVIDENCING ANY SHARES, OPTION RIGHTS, SECURITIES
24 HAVING CONVERSION OR OPTION RIGHTS OR OBLIGATIONS AUTHORIZED BY
25 SECTION 2513 (RELATING TO DISPARATE TREATMENT OF CERTAIN
26 PERSONS).
27 SUBCHAPTER B
28 AMENDMENT OF ARTICLES
29 SEC.
30 1911. AMENDMENT OF ARTICLES AUTHORIZED.
19870S1200B2515 - 234 -
1 1912. PROPOSAL OF AMENDMENTS.
2 1913. NOTICE OF MEETING OF SHAREHOLDERS.
3 1914. ADOPTION OF AMENDMENTS.
4 1915. ARTICLES OF AMENDMENT.
5 1916. FILING AND EFFECTIVENESS OF ARTICLES OF AMENDMENT.
6 § 1911. AMENDMENT OF ARTICLES AUTHORIZED.
7 (A) GENERAL RULE.--A BUSINESS CORPORATION, IN THE MANNER
8 PROVIDED IN THIS SUBCHAPTER, MAY FROM TIME TO TIME AMEND ITS
9 ARTICLES FOR ONE OR MORE OF THE FOLLOWING PURPOSES:
10 (1) TO ADOPT A NEW NAME, SUBJECT TO THE RESTRICTIONS
11 PROVIDED IN THIS SUBPART.
12 (2) TO MODIFY ANY PROVISION OF THE ARTICLES RELATING TO
13 ITS TERM OF EXISTENCE.
14 (3) TO CHANGE, ADD TO OR DIMINISH ITS PURPOSES OR TO SET
15 FORTH DIFFERENT OR ADDITIONAL PURPOSES.
16 (4) TO CANCEL OR OTHERWISE AFFECT THE RIGHT OF HOLDERS
17 OF THE SHARES OF ANY CLASS OR SERIES TO RECEIVE DIVIDENDS
18 THAT HAVE ACCRUED BUT HAVE NOT BEEN DECLARED OR TO OTHERWISE
19 EFFECT A RECLASSIFICATION OF OR OTHERWISE AFFECT THE
20 SUBSTANTIAL RIGHTS OF THE HOLDERS OF ANY SHARES.
21 (5) TO RESTATE THE ARTICLES IN THEIR ENTIRETY.
22 (6) IN ANY AND AS MANY OTHER RESPECTS AS DESIRED.
23 (B) EXCEPTIONS.--AN AMENDMENT ADOPTED UNDER THIS SECTION
24 SHALL NOT AMEND ARTICLES IN SUCH A WAY THAT AS SO AMENDED THEY
25 WOULD NOT BE AUTHORIZED BY THIS SUBPART AS ORIGINAL ARTICLES OF
26 INCORPORATION EXCEPT THAT:
27 (1) RESTATED ARTICLES SHALL, SUBJECT TO SECTION 109
28 (RELATING TO NAME OF COMMERCIAL REGISTERED OFFICE PROVIDER IN
29 LIEU OF REGISTERED ADDRESS), STATE THE ADDRESS OF THE CURRENT
30 INSTEAD OF THE INITIAL REGISTERED OFFICE OF THE CORPORATION
19870S1200B2515 - 235 -
1 IN THIS COMMONWEALTH AND NEED NOT STATE THE NAMES AND
2 ADDRESSES OF THE INCORPORATORS.
3 (2) THE CORPORATION SHALL NOT BE REQUIRED TO REVISE ANY
4 OTHER PROVISION OF ITS ARTICLES IF THE PROVISION IS VALID AND
5 OPERATIVE IMMEDIATELY PRIOR TO THE FILING OF THE AMENDMENT IN
6 THE DEPARTMENT OF STATE.
7 § 1912. PROPOSAL OF AMENDMENTS.
8 (A) GENERAL RULE.--EVERY AMENDMENT OF THE ARTICLES OF A
9 BUSINESS CORPORATION SHALL BE PROPOSED:
10 (1) BY THE ADOPTION BY THE BOARD OF DIRECTORS OF A
11 RESOLUTION SETTING FORTH THE PROPOSED AMENDMENT; OR
12 (2) UNLESS OTHERWISE PROVIDED IN THE ARTICLES, BY
13 PETITION OF SHAREHOLDERS ENTITLED TO CAST AT LEAST 10% OF THE
14 VOTES THAT ALL SHAREHOLDERS ARE ENTITLED TO CAST THEREON,
15 SETTING FORTH THE PROPOSED AMENDMENT, WHICH PETITION SHALL BE
16 DIRECTED TO THE BOARD OF DIRECTORS AND FILED WITH THE
17 SECRETARY OF THE CORPORATION.
18 EXCEPT WHERE THE APPROVAL OF THE SHAREHOLDERS IS UNNECESSARY
19 UNDER THIS SUBCHAPTER, THE BOARD OF DIRECTORS SHALL DIRECT THAT
20 THE PROPOSED AMENDMENT BE SUBMITTED TO A VOTE OF THE
21 SHAREHOLDERS ENTITLED TO VOTE THEREON. AN AMENDMENT PROPOSED
22 PURSUANT TO PARAGRAPH (2) SHALL BE SUBMITTED TO A VOTE EITHER AT
23 THE NEXT ANNUAL MEETING HELD NOT EARLIER THAN 120 DAYS AFTER THE
24 AMENDMENT IS PROPOSED OR AT A SPECIAL MEETING OF THE
25 SHAREHOLDERS CALLED FOR THAT PURPOSE BY THE SHAREHOLDERS. SEE <--
26 SECTION 2535 (RELATING TO PROPOSAL OF AMENDMENT TO ARTICLES).
27 (B) FORM OF AMENDMENT.--THE RESOLUTION OR PETITION SHALL
28 CONTAIN THE LANGUAGE OF THE PROPOSED AMENDMENT OF THE ARTICLES:
29 (1) BY SETTING FORTH THE EXISTING TEXT OF THE ARTICLES
30 OR THE PROVISION THEREOF THAT IS PROPOSED TO BE AMENDED, WITH
19870S1200B2515 - 236 -
1 BRACKETS AROUND LANGUAGE THAT IS TO BE DELETED AND
2 UNDERSCORING UNDER LANGUAGE THAT IS TO BE ADDED; OR
3 (2) BY PROVIDING THAT THE ARTICLES SHALL BE AMENDED SO
4 AS TO READ AS THEREIN SET FORTH IN FULL, OR THAT ANY
5 PROVISION THEREOF BE AMENDED SO AS TO READ AS THEREIN SET
6 FORTH IN FULL, OR THAT THE MATTER STATED IN THE RESOLUTION OR
7 PETITION BE ADDED TO OR STRICKEN FROM THE ARTICLES.
8 THE RESOLUTION OR PETITION MAY SET FORTH THE MANNER AND BASIS OF
9 RECLASSIFYING THE SHARES OF THE CORPORATION. ANY OF THE TERMS OF
10 A PLAN OF RECLASSIFICATION OR OTHER ACTION CONTAINED IN AN
11 AMENDMENT MAY BE MADE DEPENDENT UPON FACTS ASCERTAINABLE OUTSIDE
12 OF THE AMENDMENT IF THE MANNER IN WHICH THE FACTS WILL OPERATE
13 UPON THE TERMS OF THE AMENDMENT IS SET FORTH IN THE AMENDMENT.
14 § 1913. NOTICE OF MEETING OF SHAREHOLDERS.
15 (A) GENERAL RULE.--WRITTEN NOTICE OF THE MEETING OF
16 SHAREHOLDERS OF A BUSINESS CORPORATION CALLED FOR THE PURPOSE OF
17 CONSIDERING THE PROPOSED AMENDMENT SHALL BE GIVEN TO EACH
18 SHAREHOLDER ENTITLED TO VOTE THEREON. THERE SHALL BE INCLUDED
19 IN, OR ENCLOSED WITH, THE NOTICE A COPY OF THE PROPOSED
20 AMENDMENT OR A SUMMARY OF THE CHANGES TO BE EFFECTED THEREBY
21 AND, IF SUBCHAPTER D OF CHAPTER 15 (RELATING TO DISSENTERS
22 RIGHTS) IS APPLICABLE, A COPY OF THAT SUBCHAPTER.
23 (B) CROSS REFERENCE.--SEE SUBCHAPTER A OF CHAPTER 17
24 (RELATING TO NOTICE AND MEETINGS GENERALLY).
25 § 1914. ADOPTION OF AMENDMENTS.
26 (A) GENERAL RULE.--A VOTE OF THE SHAREHOLDERS ENTITLED TO
27 VOTE ON A PROPOSED AMENDMENT SHALL BE TAKEN AT THE NEXT ANNUAL
28 OR SPECIAL MEETING OF WHICH NOTICE FOR THAT PURPOSE HAS BEEN
29 DULY GIVEN. UNLESS THE ARTICLES OR A SPECIFIC PROVISION OF THIS
30 SUBPART REQUIRES A GREATER VOTE, A PROPOSED AMENDMENT OF THE
19870S1200B2515 - 237 -
1 ARTICLES OF A BUSINESS CORPORATION SHALL BE ADOPTED UPON
2 RECEIVING THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST
3 BY ALL SHAREHOLDERS ENTITLED TO VOTE THEREON AND, IF ANY CLASS
4 OR SERIES OF SHARES IS ENTITLED TO VOTE THEREON AS A CLASS, THE
5 AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST IN EACH SUCH
6 CLASS VOTE. ANY NUMBER OF AMENDMENTS MAY BE SUBMITTED TO THE
7 SHAREHOLDERS AND VOTED UPON BY THEM AT ONE MEETING. EXCEPT AS
8 PROVIDED IN SECTION 1912(A)(2) (RELATING TO PROPOSAL OF
9 AMENDMENTS), A PROPOSED AMENDMENT OF THE ARTICLES SHALL NOT BE
10 DEEMED TO HAVE BEEN ADOPTED BY THE CORPORATION UNLESS IT HAS
11 ALSO BEEN APPROVED BY THE BOARD OF DIRECTORS, REGARDLESS OF THE
12 FACT THAT THE BOARD HAS DIRECTED OR SUFFERED THE SUBMISSION OF
13 THE AMENDMENT TO THE SHAREHOLDERS FOR ACTION.
14 (B) STATUTORY VOTING RIGHTS.--EXCEPT AS PROVIDED IN
15 SUBSECTION (C), IF A PROPOSED AMENDMENT WOULD:
16 (1) AUTHORIZE THE BOARD OF DIRECTORS TO FIX AND
17 DETERMINE THE RELATIVE RIGHTS AND PREFERENCES, AS BETWEEN
18 SERIES, OF ANY PREFERRED OR SPECIAL CLASS;
19 (2) MAKE ANY CHANGE IN THE PREFERENCES, LIMITATIONS OR
20 SPECIAL RIGHTS OF THE SHARES OF A CLASS OR SERIES ADVERSE TO
21 THE CLASS OR SERIES;
22 (3) INCREASE THE NUMBER OF AUTHORIZED SHARES OF A CLASS
23 OR SERIES UNLESS OTHERWISE PROVIDED IN ORIGINAL ARTICLES OF
24 INCORPORATION FILED AFTER JANUARY 1, 1969, OR IN AN AMENDMENT
25 TO THE ARTICLES WHICH CREATED THE CLASS OR SERIES FILED AFTER
26 JANUARY 1, 1969, OR IN ANY AMENDMENT TO THE ARTICLES WHICH
27 WAS ADOPTED BY A MAJORITY OF THE VOTES CAST BY ALL
28 SHAREHOLDERS OF THE CLASS OR SERIES;
29 (4) AUTHORIZE A NEW CLASS OR SERIES OF SHARES HAVING A
30 PREFERENCE AS TO DIVIDENDS OR ASSETS WHICH IS SENIOR TO THE
19870S1200B2515 - 238 -
1 SHARES OF A CLASS OR SERIES; OR
2 (5) INCREASE THE NUMBER OF AUTHORIZED SHARES OF ANY
3 CLASS OR SERIES HAVING A PREFERENCE AS TO DIVIDENDS OR ASSETS
4 WHICH IS SENIOR IN ANY RESPECT TO THE SHARES OF A CLASS OR
5 SERIES;
6 THEN THE HOLDERS OF THE OUTSTANDING SHARES OF THE CLASS OR
7 SERIES SHALL BE ENTITLED TO VOTE AS A CLASS IN RESPECT TO THE
8 AMENDMENT REGARDLESS OF ANY LIMITATIONS STATED IN THE ARTICLES
9 OR BYLAWS ON THE VOTING RIGHTS OF ANY CLASS.
10 (C) ADOPTION BY BOARD OF DIRECTORS.--UNLESS OTHERWISE
11 RESTRICTED IN THE ARTICLES, AN AMENDMENT OF ARTICLES SHALL NOT
12 REQUIRE THE APPROVAL OF THE SHAREHOLDERS OF THE CORPORATION IF:
13 (1) SHARES HAVE NOT BEEN ISSUED;
14 (2) THE AMENDMENT IS RESTRICTED TO A CHANGE IN THE
15 CORPORATE NAME OR TO PROVIDE FOR PERPETUAL EXISTENCE OR TO
16 REFLECT A REDUCTION IN AUTHORIZED SHARES EFFECTED BY
17 OPERATION OF SECTION 1552(A) (RELATING TO POWER OF
18 CORPORATION TO ACQUIRE ITS OWN SHARES) AND, IF APPROPRIATE,
19 THE DELETION OF ALL REFERENCES TO A CLASS OR SERIES OF SHARES
20 THAT IS NO LONGER OUTSTANDING;
21 (3) THE CORPORATION HAS ONLY ONE CLASS OF SHARES
22 OUTSTANDING AND THE AMENDMENT IS EFFECTIVE SOLELY TO:
23 (I) INCREASE THE NUMBER OF AUTHORIZED SHARES TO THE
24 EXTENT NECESSARY TO PERMIT THE BOARD OF DIRECTORS TO
25 EFFECTUATE A STOCK DIVIDEND IN THE SHARES OF THE
26 CORPORATION; OR
27 (II) EFFECTUATE A SPLIT AND, IF DESIRED, INCREASE
28 THE NUMBER OF SHARES OR CHANGE THE PAR VALUE OF THE
29 AUTHORIZED SHARES, OR BOTH, IN PROPORTION THERETO;
30 (4) TO THE EXTENT THE AMENDMENT HAS NOT BEEN APPROVED BY
19870S1200B2515 - 239 -
1 THE SHAREHOLDERS, IT RESTATES WITHOUT CHANGE ALL OF THE
2 OPERATIVE PROVISIONS OF THE ARTICLES AS THERETOFORE AMENDED
3 OR AS AMENDED THEREBY; OR
4 (5) THE AMENDMENT ACCOMPLISHES ANY COMBINATION OF
5 PURPOSES SPECIFIED IN THIS SUBSECTION.
6 WHENEVER A PROVISION OF THIS SUBPART AUTHORIZES THE BOARD OF
7 DIRECTORS TO TAKE ANY ACTION WITHOUT THE APPROVAL OF THE
8 SHAREHOLDERS AND PROVIDES THAT A STATEMENT, CERTIFICATE, PLAN OR
9 OTHER DOCUMENT RELATING TO SUCH ACTION SHALL BE FILED IN THE
10 DEPARTMENT OF STATE AND SHALL OPERATE AS AN AMENDMENT OF THE
11 ARTICLES, THE BOARD UPON TAKING SUCH ACTION MAY, IN LIEU OF
12 FILING THE STATEMENT, CERTIFICATE, PLAN OR OTHER DOCUMENT, AMEND
13 THE ARTICLES UNDER THIS SUBSECTION WITHOUT THE APPROVAL OF THE
14 SHAREHOLDERS TO REFLECT THE TAKING OF SUCH ACTION. AN AMENDMENT
15 OF ARTICLES UNDER THIS SUBSECTION SHALL BE DEEMED ADOPTED BY THE
16 CORPORATION WHEN IT HAS BEEN ADOPTED BY THE BOARD OF DIRECTORS
17 PURSUANT TO SECTION 1912 (RELATING TO PROPOSAL OF AMENDMENTS).
18 (D) TERMINATION OF PROPOSAL.--PRIOR TO THE TIME WHEN AN
19 AMENDMENT BECOMES EFFECTIVE, THE AMENDMENT MAY BE TERMINATED
20 PURSUANT TO PROVISIONS THEREFOR, IF ANY, SET FORTH IN THE
21 RESOLUTION OR PETITION. IF ARTICLES OF AMENDMENT HAVE BEEN FILED
22 IN THE DEPARTMENT PRIOR TO THE TERMINATION, A STATEMENT UNDER
23 SECTION 1902 (RELATING TO STATEMENT OF TERMINATION) SHALL BE
24 FILED IN THE DEPARTMENT.
25 (E) AMENDMENT OF VOTING PROVISIONS.--UNLESS OTHERWISE
26 PROVIDED IN A BYLAW ADOPTED BY THE SHAREHOLDERS, WHENEVER THE
27 ARTICLES REQUIRE FOR THE TAKING OF ANY ACTION BY THE
28 SHAREHOLDERS OR A CLASS OF SHAREHOLDERS A SPECIFIC NUMBER OR
29 PERCENTAGE OF VOTES, THE PROVISION OF THE ARTICLES SETTING FORTH
30 THAT REQUIREMENT SHALL NOT BE AMENDED OR REPEALED BY ANY LESSER
19870S1200B2515 - 240 -
1 NUMBER OR PERCENTAGE OF VOTES OF THE SHAREHOLDERS OR OF THE
2 CLASS OF SHAREHOLDERS.
3 § 1915. ARTICLES OF AMENDMENT.
4 UPON THE ADOPTION OF AN AMENDMENT BY A BUSINESS CORPORATION,
5 AS PROVIDED IN THIS SUBCHAPTER, ARTICLES OF AMENDMENT SHALL BE
6 EXECUTED BY THE CORPORATION AND SHALL SET FORTH:
7 (1) THE NAME OF THE CORPORATION AND, SUBJECT TO SECTION
8 109 (RELATING TO NAME OF COMMERCIAL REGISTERED OFFICE
9 PROVIDER IN LIEU OF REGISTERED ADDRESS), THE ADDRESS,
10 INCLUDING STREET AND NUMBER, IF ANY, OF ITS REGISTERED
11 OFFICE.
12 (2) THE STATUTE UNDER WHICH THE CORPORATION WAS
13 INCORPORATED AND THE DATE OF INCORPORATION.
14 (3) IF THE AMENDMENT IS TO BE EFFECTIVE ON A SPECIFIED
15 DATE, THE HOUR, IF ANY, AND THE MONTH, DAY AND YEAR OF THE
16 EFFECTIVE DATE.
17 (4) THE MANNER IN WHICH THE AMENDMENT WAS ADOPTED BY THE
18 CORPORATION.
19 (5) THE AMENDMENT ADOPTED BY THE CORPORATION, WHICH
20 SHALL BE SET FORTH IN FULL.
21 (6) IF THE AMENDMENT EFFECTS A RESTATEMENT OF THE
22 ARTICLES, A STATEMENT THAT THE RESTATED ARTICLES SUPERSEDE
23 THE ORIGINAL ARTICLES AND ALL AMENDMENTS THERETO.

Historical Act text part 5

24 § 1916. FILING AND EFFECTIVENESS OF ARTICLES OF AMENDMENT.
25 (A) FILING.--THE ARTICLES OF AMENDMENT OF A BUSINESS
26 CORPORATION SHALL BE FILED IN THE DEPARTMENT OF STATE. SEE
27 SECTION 134 (RELATING TO DOCKETING STATEMENT).
28 (B) EFFECTIVENESS.--UPON THE FILING OF THE ARTICLES OF
29 AMENDMENT IN THE DEPARTMENT OR UPON THE EFFECTIVE DATE SPECIFIED
30 IN THE ARTICLES OF AMENDMENT, WHICHEVER IS LATER, THE AMENDMENT
19870S1200B2515 - 241 -
1 SHALL BECOME EFFECTIVE AND THE ARTICLES OF INCORPORATION SHALL
2 BE DEEMED TO BE AMENDED ACCORDINGLY. AN AMENDMENT SHALL NOT
3 AFFECT ANY EXISTING CAUSE OF ACTION IN FAVOR OF OR AGAINST THE
4 CORPORATION, OR ANY PENDING ACTION OR PROCEEDING TO WHICH THE
5 CORPORATION IS A PARTY, OR THE EXISTING RIGHTS OF PERSONS OTHER
6 THAN SHAREHOLDERS. IF THE CORPORATE NAME IS CHANGED BY THE
7 AMENDMENT, AN ACTION BROUGHT BY OR AGAINST THE CORPORATION UNDER
8 ITS FORMER NAME SHALL NOT BE ABATED FOR THAT REASON.
9 SUBCHAPTER C
10 MERGER, CONSOLIDATION, SHARE EXCHANGES AND
11 SALE OF ASSETS
12 SEC.
13 1921. MERGER AND CONSOLIDATION AUTHORIZED.
14 1922. PLAN OF MERGER OR CONSOLIDATION.
15 1923. NOTICE OF MEETING OF SHAREHOLDERS.
16 1924. ADOPTION OF PLAN.
17 1925. AUTHORIZATION BY FOREIGN CORPORATIONS.
18 1926. ARTICLES OF MERGER OR CONSOLIDATION.
19 1927. FILING OF ARTICLES OF MERGER OR CONSOLIDATION.
20 1928. EFFECTIVE DATE OF MERGER OR CONSOLIDATION.
21 1929. EFFECT OF MERGER OR CONSOLIDATION.
22 1930. DISSENTERS RIGHTS.
23 1931. SHARE EXCHANGES.
24 1932. VOLUNTARY TRANSFER OF CORPORATE ASSETS.
25 § 1921. MERGER AND CONSOLIDATION AUTHORIZED.
26 (A) DOMESTIC SURVIVING OR NEW CORPORATION.--ANY TWO OR MORE
27 DOMESTIC BUSINESS CORPORATIONS, OR ANY TWO OR MORE FOREIGN
28 BUSINESS CORPORATIONS, OR ANY ONE OR MORE DOMESTIC BUSINESS
29 CORPORATIONS AND ANY ONE OR MORE FOREIGN BUSINESS CORPORATIONS,
30 MAY, IN THE MANNER PROVIDED IN THIS SUBCHAPTER, BE MERGED INTO
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1 ONE OF THE DOMESTIC BUSINESS CORPORATIONS, DESIGNATED IN THIS
2 SUBCHAPTER AS THE SURVIVING CORPORATION, OR CONSOLIDATED INTO A
3 NEW CORPORATION TO BE FORMED UNDER THIS SUBPART, IF THE FOREIGN
4 BUSINESS CORPORATIONS ARE AUTHORIZED BY THE LAWS OF THE
5 JURISDICTION UNDER WHICH THEY ARE INCORPORATED TO EFFECT A
6 MERGER OR CONSOLIDATION WITH A CORPORATION OF ANOTHER
7 JURISDICTION.
8 (B) FOREIGN SURVIVING OR NEW CORPORATION.--ANY ONE OR MORE
9 DOMESTIC BUSINESS CORPORATIONS, AND ANY ONE OR MORE FOREIGN
10 BUSINESS CORPORATIONS, MAY, IN THE MANNER PROVIDED IN THIS
11 SUBCHAPTER, BE MERGED INTO ONE OF THE FOREIGN BUSINESS
12 CORPORATIONS, DESIGNATED IN THIS SUBCHAPTER AS THE SURVIVING
13 CORPORATION, OR CONSOLIDATED INTO A NEW CORPORATION TO BE
14 INCORPORATED UNDER THE LAWS OF THE JURISDICTION UNDER WHICH ONE
15 OF THE FOREIGN BUSINESS CORPORATIONS IS INCORPORATED, IF THE
16 LAWS OF THAT JURISDICTION AUTHORIZE A MERGER WITH OR
17 CONSOLIDATION INTO A CORPORATION OF ANOTHER JURISDICTION.
18 (C) BUSINESS TRUSTS AND OTHER ASSOCIATIONS.--THE PROVISIONS
19 OF THIS SUBCHAPTER APPLICABLE TO DOMESTIC AND FOREIGN BUSINESS
20 CORPORATIONS SHALL ALSO BE APPLICABLE TO A MERGER OR
21 CONSOLIDATION WITH OR INTO A DOMESTIC OR FOREIGN PARTNERSHIP,
22 BUSINESS TRUST OR OTHER ASSOCIATION. THE SURVIVING OR RESULTING
23 ENTITY IN SUCH A MERGER OR CONSOLIDATION MAY BE A CORPORATION,
24 PARTNERSHIP OR OTHER ASSOCIATION. THE SUBJECT TO THE PROVISIONS <--
25 OF SUBCHAPTER F OF CHAPTER 85 (RELATING TO MERGER AND
26 CONSOLIDATION), THE POWERS AND DUTIES VESTED IN AND IMPOSED UPON
27 THE BOARD OF DIRECTORS AND SHAREHOLDERS IN THIS SUBCHAPTER SHALL
28 BE EXERCISED AND PERFORMED BY THE GROUP OF PERSONS UNDER THE
29 DIRECTION OF WHOM THE BUSINESS AND AFFAIRS OF THE PARTNERSHIP,
30 TRUST OR OTHER ASSOCIATION ARE MANAGED AND THE HOLDERS OR OWNERS
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1 OF BENEFICIAL OR OTHER INTERESTS IN THE ASSOCIATION,
2 RESPECTIVELY, IRRESPECTIVE OF THE NAMES BY WHICH THE MANAGING
3 GROUP AND THE HOLDERS OR OWNERS OF BENEFICIAL OR OTHER INTERESTS
4 ARE DESIGNATED.
5 § 1922. PLAN OF MERGER OR CONSOLIDATION.
6 (A) PREPARATION OF PLAN.--A PLAN OF MERGER OR CONSOLIDATION,
7 AS THE CASE MAY BE, SHALL BE PREPARED, SETTING FORTH:
8 (1) THE TERMS AND CONDITIONS OF THE MERGER OR
9 CONSOLIDATION.
10 (2) IF THE SURVIVING OR NEW CORPORATION IS OR IS TO BE A
11 DOMESTIC BUSINESS CORPORATION:
12 (I) ANY CHANGES DESIRED TO BE MADE IN THE ARTICLES,
13 WHICH MAY INCLUDE A RESTATEMENT OF THE ARTICLES IN THE
14 CASE OF A MERGER; OR
15 (II) IN THE CASE OF A CONSOLIDATION, ALL OF THE
16 STATEMENTS REQUIRED BY THIS SUBPART TO BE SET FORTH IN
17 RESTATED ARTICLES.
18 (3) THE MANNER AND BASIS OF CONVERTING THE SHARES OF
19 EACH CORPORATION INTO SHARES OR OTHER SECURITIES OR
20 OBLIGATIONS OF THE SURVIVING OR NEW CORPORATION, AS THE CASE
21 MAY BE, AND, IF ANY OF THE SHARES OF ANY OF THE CORPORATIONS
22 THAT ARE PARTIES TO THE PLAN ARE NOT TO BE CONVERTED SOLELY
23 INTO SHARES OR OTHER SECURITIES OR OBLIGATIONS OF THE
24 SURVIVING OR NEW CORPORATION, THE SHARES OR OTHER SECURITIES
25 OR OBLIGATIONS OF ANY OTHER PERSON OR CASH, PROPERTY OR
26 RIGHTS THAT THE HOLDERS OF SUCH SHARES ARE TO RECEIVE IN
27 EXCHANGE FOR, OR UPON CONVERSION OF, SUCH SHARES, AND THE
28 SURRENDER OF ANY CERTIFICATES EVIDENCING THEM, WHICH
29 SECURITIES OR OBLIGATIONS, IF ANY, OF ANY OTHER PERSON OR
30 CASH, PROPERTY OR RIGHTS MAY BE IN ADDITION TO OR IN LIEU OF
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1 THE SHARES OR OTHER SECURITIES OR OBLIGATIONS OF THE
2 SURVIVING OR NEW CORPORATION.
3 (4) ANY PROVISIONS DESIRED PROVIDING SPECIAL TREATMENT
4 OF SHARES HELD BY ANY SHAREHOLDER OR GROUP OF SHAREHOLDERS.
5 (5) SUCH OTHER PROVISIONS AS ARE DEEMED DESIRABLE.
6 ANY OF THE TERMS OF THE PLAN MAY BE MADE DEPENDENT UPON FACTS
7 ASCERTAINABLE OUTSIDE OF THE PLAN IF THE MANNER IN WHICH THE
8 FACTS WILL OPERATE UPON THE TERMS OF THE PLAN IS SET FORTH IN
9 THE PLAN.
10 (B) POST-ADOPTION AMENDMENT.--A PLAN OF MERGER OR
11 CONSOLIDATION MAY CONTAIN A PROVISION THAT THE BOARDS OF
12 DIRECTORS OF THE CONSTITUENT CORPORATIONS MAY AMEND THE PLAN AT
13 ANY TIME PRIOR TO ITS EFFECTIVE DATE, EXCEPT THAT AN AMENDMENT
14 MADE SUBSEQUENT TO THE ADOPTION OF THE PLAN BY THE SHAREHOLDERS
15 OF ANY CONSTITUENT CORPORATION SHALL NOT CHANGE:
16 (1) THE AMOUNT OR KIND OF SHARES, OBLIGATIONS, CASH,
17 PROPERTY OR RIGHTS TO BE RECEIVED IN EXCHANGE FOR OR ON
18 CONVERSION OF ALL OR ANY OF THE SHARES OF THE CONSTITUENT
19 CORPORATION.
20 (2) ANY TERM OF THE ARTICLES OF THE SURVIVING OR NEW
21 CORPORATION TO BE EFFECTED BY THE MERGER OR CONSOLIDATION.
22 (3) ANY OF THE TERMS AND CONDITIONS OF THE PLAN IF THE
23 CHANGE WOULD ADVERSELY AFFECT THE HOLDERS OF ANY SHARES OF
24 THE CONSTITUENT CORPORATION.
25 (C) PROPOSAL.--EVERY MERGER OR CONSOLIDATION SHALL BE
26 PROPOSED IN THE CASE OF EACH DOMESTIC BUSINESS CORPORATION BY
27 THE ADOPTION BY THE BOARD OF DIRECTORS OF A RESOLUTION APPROVING
28 THE PLAN OF MERGER OR CONSOLIDATION. EXCEPT WHERE THE APPROVAL
29 OF THE SHAREHOLDERS IS UNNECESSARY UNDER THIS SUBCHAPTER, THE
30 BOARD OF DIRECTORS SHALL DIRECT THAT THE PLAN BE SUBMITTED TO A
19870S1200B2515 - 245 -
1 VOTE OF THE SHAREHOLDERS ENTITLED TO VOTE THEREON AT A REGULAR
2 OR SPECIAL MEETING OF THE SHAREHOLDERS.
3 (D) PARTY TO PLAN.--A CORPORATION THAT APPROVES A PLAN IN
4 ITS CAPACITY AS A SHAREHOLDER OR CREDITOR OF A MERGING OR
5 CONSOLIDATING CORPORATION, OR THAT FURNISHES ALL OR A PART OF
6 THE CONSIDERATION CONTEMPLATED BY A PLAN, DOES NOT THEREBY
7 BECOME A PARTY TO THE PLAN FOR THE PURPOSES OF THIS SUBCHAPTER.
8 § 1923. NOTICE OF MEETING OF SHAREHOLDERS.
9 (A) GENERAL RULE.--WRITTEN NOTICE OF THE MEETING OF
10 SHAREHOLDERS CALLED FOR THE PURPOSE OF CONSIDERING THE PROPOSED
11 PLAN SHALL BE GIVEN TO EACH SHAREHOLDER OF RECORD, WHETHER OR
12 NOT ENTITLED TO VOTE THEREON, OF EACH DOMESTIC BUSINESS
13 CORPORATION THAT IS A PARTY TO THE PLAN. THERE SHALL BE INCLUDED
14 IN, OR ENCLOSED WITH, THE NOTICE A COPY OF THE PROPOSED PLAN OR
15 A SUMMARY THEREOF AND, IF SUBCHAPTER D OF CHAPTER 15 (RELATING
16 TO DISSENTERS RIGHTS) IS APPLICABLE, A COPY OF THAT SUBCHAPTER
17 AND OF SECTION 1930 (RELATING TO DISSENTERS RIGHTS).
18 (B) CROSS REFERENCE REFERENCES.--SEE SUBCHAPTER A OF CHAPTER <--
19 17 (RELATING TO NOTICE AND MEETINGS GENERALLY) AND SECTION 2512 <--
20 (RELATING TO DISSENTERS RIGHTS PROCEDURE).
21 § 1924. ADOPTION OF PLAN.
22 (A) GENERAL RULE.--THE PLAN OF MERGER OR CONSOLIDATION SHALL
23 BE ADOPTED UPON RECEIVING A MAJORITY OF THE VOTES CAST BY ALL
24 SHAREHOLDERS ENTITLED TO VOTE THEREON OF EACH OF THE DOMESTIC
25 BUSINESS CORPORATIONS THAT IS A PARTY TO THE PLAN AND, IF ANY
26 CLASS OR SERIES OF SHARES IS ENTITLED TO VOTE THEREON AS A
27 CLASS, A MAJORITY OF THE VOTES CAST IN EACH CLASS VOTE. THE
28 HOLDERS OF ANY CLASS OR SERIES OF SHARES OF A DOMESTIC
29 CORPORATION THAT IS A PARTY TO A PLAN THAT EFFECTS ANY CHANGE IN
30 THE ARTICLES OF THE CORPORATION SHALL BE ENTITLED TO VOTE AS A
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1 CLASS ON THE PLAN IF THEY WOULD HAVE BEEN ENTITLED TO A CLASS
2 VOTE UNDER THE PROVISIONS OF SECTION 1914 (RELATING TO ADOPTION
3 OF AMENDMENTS) HAD THE CHANGE BEEN ACCOMPLISHED UNDER SUBCHAPTER
4 B (RELATING TO AMENDMENT OF ARTICLES). A PROPOSED PLAN OF MERGER
5 OR CONSOLIDATION SHALL NOT BE DEEMED TO HAVE BEEN ADOPTED BY THE
6 CORPORATION UNLESS IT HAS ALSO BEEN APPROVED BY THE BOARD OF
7 DIRECTORS, REGARDLESS OF THE FACT THAT THE BOARD HAS DIRECTED OR
8 SUFFERED THE SUBMISSION OF THE PLAN TO THE SHAREHOLDERS FOR
9 ACTION.
10 (B) ADOPTION BY BOARD OF DIRECTORS.--
11 (1) UNLESS OTHERWISE REQUIRED BY ITS BYLAWS, A PLAN OF
12 MERGER OR CONSOLIDATION SHALL NOT REQUIRE THE APPROVAL OF THE
13 SHAREHOLDERS OF A CORPORATION IF:
14 (I) (A) THE PLAN, WHETHER OR NOT THE CORPORATION IS
15 THE SURVIVING CORPORATION, DOES NOT ALTER THE STATUS
16 OF THE CORPORATION AS A DOMESTIC BUSINESS CORPORATION
17 OR ALTER IN ANY RESPECT THE PROVISIONS OF ITS
18 ARTICLES, EXCEPT CHANGES THAT UNDER SECTION 1914(C)
19 (RELATING TO ADOPTION BY BOARD OF DIRECTORS) MAY BE
20 MADE WITHOUT SHAREHOLDER ACTION; AND
21 (B) EACH SHARE OF THE CORPORATION OUTSTANDING
22 IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF THE MERGER
23 OR CONSOLIDATION IS TO CONTINUE AS OR TO BE CONVERTED
24 INTO, EXCEPT AS MAY BE OTHERWISE AGREED BY THE HOLDER
25 THEREOF, AN IDENTICAL SHARE OF THE SURVIVING OR NEW
26 CORPORATION AFTER THE EFFECTIVE DATE OF THE MERGER OR
27 CONSOLIDATION;
28 (II) IMMEDIATELY PRIOR TO THE ADOPTION OF THE PLAN
29 AND AT ALL TIMES THEREAFTER PRIOR TO ITS EFFECTIVE DATE,
30 ANOTHER CORPORATION THAT IS A PARTY TO THE PLAN OWNS
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1 DIRECTLY OR INDIRECTLY 90% OR MORE OF THE OUTSTANDING
2 SHARES OF EACH CLASS OF THE CORPORATION; OR
3 (III) NO SHARES OF THE CORPORATION HAVE BEEN ISSUED
4 PRIOR TO THE ADOPTION OF THE PLAN OF MERGER OR
5 CONSOLIDATION BY THE BOARD OF DIRECTORS PURSUANT TO
6 SECTION 1922 (RELATING TO PLAN OF MERGER OR
7 CONSOLIDATION).
8 (2) IF A MERGER OR CONSOLIDATION IS EFFECTED PURSUANT TO
9 PARAGRAPH (1)(I) OR (III), THE PLAN OF MERGER OR
10 CONSOLIDATION SHALL BE DEEMED ADOPTED BY THE CORPORATION WHEN
11 IT HAS BEEN ADOPTED BY THE BOARD OF DIRECTORS PURSUANT TO
12 SECTION 1922.
13 (3) IF A MERGER OR CONSOLIDATION OF A SUBSIDIARY
14 CORPORATION WITH A PARENT CORPORATION IS EFFECTED PURSUANT TO
15 PARAGRAPH (1)(II), THE PLAN OF MERGER OR CONSOLIDATION SHALL
16 BE DEEMED ADOPTED BY THE SUBSIDIARY CORPORATION WHEN IT HAS
17 BEEN ADOPTED BY THE BOARD OF THE PARENT CORPORATION AND
18 EXECUTION OF ARTICLES OF MERGER OR CONSOLIDATION BY THE
19 SUBSIDIARY CORPORATION SHALL NOT BE NECESSARY.
20 (C) TERMINATION OF PLAN.--PRIOR TO THE TIME WHEN A MERGER OR
21 CONSOLIDATION BECOMES EFFECTIVE, THE MERGER OR CONSOLIDATION MAY
22 BE TERMINATED PURSUANT TO PROVISIONS THEREFOR, IF ANY, SET FORTH
23 IN THE PLAN. IF ARTICLES OF MERGER OR CONSOLIDATION HAVE BEEN
24 FILED IN THE DEPARTMENT OF STATE PRIOR TO THE TERMINATION, A
25 STATEMENT UNDER SECTION 1902 (RELATING TO STATEMENT OF
26 TERMINATION) SHALL BE FILED IN THE DEPARTMENT.
27 § 1925. AUTHORIZATION BY FOREIGN CORPORATIONS.
28 THE PLAN OF MERGER OR CONSOLIDATION SHALL BE AUTHORIZED,
29 ADOPTED OR APPROVED BY EACH FOREIGN BUSINESS CORPORATION THAT
30 DESIRES TO MERGE OR CONSOLIDATE IN ACCORDANCE WITH THE LAWS OF
19870S1200B2515 - 248 -
1 THE JURISDICTION IN WHICH IT IS INCORPORATED.
2 § 1926. ARTICLES OF MERGER OR CONSOLIDATION.
3 UPON THE ADOPTION OF THE PLAN OF MERGER OR CONSOLIDATION BY
4 THE CORPORATIONS DESIRING TO MERGE OR CONSOLIDATE, AS PROVIDED
5 IN THIS SUBCHAPTER, ARTICLES OF MERGER OR ARTICLES OF
6 CONSOLIDATION, AS THE CASE MAY BE, SHALL, EXCEPT AS PROVIDED BY
7 SECTION 1924(B)(3) (RELATING TO ADOPTION BY BOARD OF DIRECTORS),
8 BE EXECUTED BY EACH CORPORATION AND SHALL, SUBJECT TO SECTION
9 109 (RELATING TO NAME OF COMMERCIAL REGISTERED OFFICE PROVIDER
10 IN LIEU OF REGISTERED ADDRESS), SET FORTH:
11 (1) THE NAME AND THE LOCATION OF THE REGISTERED OFFICE,
12 INCLUDING STREET AND NUMBER, IF ANY, OF THE DOMESTIC
13 SURVIVING OR NEW CORPORATION OR, IN THE CASE OF A FOREIGN
14 SURVIVING OR NEW CORPORATION, THE NAME OF THE CORPORATION AND
15 ITS JURISDICTION OF INCORPORATION, TOGETHER WITH EITHER:
16 (I) IF A QUALIFIED FOREIGN BUSINESS CORPORATION, THE
17 ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF ITS
18 REGISTERED OFFICE IN THIS COMMONWEALTH.
19 (II) IF A NONQUALIFIED FOREIGN BUSINESS CORPORATION,
20 THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF ITS
21 PRINCIPAL OFFICE UNDER THE LAWS OF THE JURISDICTION IN
22 WHICH IT IS INCORPORATED.
23 (2) THE NAME AND ADDRESS, INCLUDING STREET AND NUMBER,
24 IF ANY, OF THE REGISTERED OFFICE OF EACH OTHER DOMESTIC
25 BUSINESS CORPORATION AND QUALIFIED FOREIGN BUSINESS
26 CORPORATION THAT IS A PARTY TO THE PLAN.
27 (3) IF THE PLAN IS TO BE EFFECTIVE ON A SPECIFIED DATE,
28 THE HOUR, IF ANY, AND THE MONTH, DAY AND YEAR OF THE
29 EFFECTIVE DATE.
30 (4) THE MANNER IN WHICH THE PLAN WAS ADOPTED BY EACH
19870S1200B2515 - 249 -
1 DOMESTIC CORPORATION AND, IF ONE OR MORE FOREIGN CORPORATIONS
2 ARE PARTIES TO THE PLAN, THE FACT THAT THE PLAN WAS
3 AUTHORIZED, ADOPTED OR APPROVED, AS THE CASE MAY BE, BY EACH
4 OF THE FOREIGN CORPORATIONS IN ACCORDANCE WITH THE LAWS OF
5 THE JURISDICTION IN WHICH IT IS INCORPORATED.
6 (5) EXCEPT AS PROVIDED IN SECTION 1901 (RELATING TO
7 OMISSION OF CERTAIN PROVISIONS FROM FILED PLANS), THE PLAN OF
8 MERGER OR CONSOLIDATION.
9 § 1927. FILING OF ARTICLES OF MERGER OR CONSOLIDATION.
10 (A) GENERAL RULE.--THE ARTICLES OF MERGER OR ARTICLES OF
11 CONSOLIDATION, AS THE CASE MAY BE, AND THE CERTIFICATES OR
12 STATEMENT, IF ANY, REQUIRED BY SECTION 139 (RELATING TO TAX
13 CLEARANCE OF CERTAIN FUNDAMENTAL TRANSACTIONS) SHALL BE FILED IN
14 THE DEPARTMENT OF STATE.
15 (B) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
16 STATEMENT).
17 § 1928. EFFECTIVE DATE OF MERGER OR CONSOLIDATION.
18 UPON THE FILING OF THE ARTICLES OF MERGER OR THE ARTICLES OF
19 CONSOLIDATION IN THE DEPARTMENT OF STATE OR UPON THE EFFECTIVE
20 DATE SPECIFIED IN THE PLAN OF MERGER OR CONSOLIDATION, WHICHEVER
21 IS LATER, THE MERGER OR CONSOLIDATION SHALL BE EFFECTIVE. THE
22 MERGER OR CONSOLIDATION OF ONE OR MORE DOMESTIC BUSINESS
23 CORPORATIONS INTO A FOREIGN BUSINESS CORPORATION SHALL BE
24 EFFECTIVE ACCORDING TO THE PROVISIONS OF LAW OF THE JURISDICTION
25 IN WHICH THE FOREIGN CORPORATION IS INCORPORATED, BUT NOT UNTIL
26 ARTICLES OF MERGER OR ARTICLES OF CONSOLIDATION HAVE BEEN
27 ADOPTED AND FILED, AS PROVIDED IN THIS SUBCHAPTER.
28 § 1929. EFFECT OF MERGER OR CONSOLIDATION.
29 (A) SINGLE SURVIVING OR NEW CORPORATION.--UPON THE MERGER OR
30 CONSOLIDATION BECOMING EFFECTIVE, THE SEVERAL CORPORATIONS
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1 PARTIES TO THE PLAN OF MERGER OR CONSOLIDATION SHALL BE A SINGLE
2 CORPORATION WHICH, IN THE CASE OF A MERGER, SHALL BE THE
3 CORPORATION DESIGNATED IN THE PLAN OF MERGER AS THE SURVIVING
4 CORPORATION AND, IN THE CASE OF A CONSOLIDATION, SHALL BE THE
5 NEW CORPORATION PROVIDED FOR IN THE PLAN OF CONSOLIDATION. THE
6 SEPARATE EXISTENCE OF ALL CORPORATIONS PARTIES TO THE PLAN OF
7 MERGER OR CONSOLIDATION SHALL CEASE, EXCEPT THAT OF THE
8 SURVIVING CORPORATION, IN THE CASE OF A MERGER. THE SURVIVING OR
9 NEW CORPORATION, AS THE CASE MAY BE, IF IT IS A DOMESTIC
10 BUSINESS CORPORATION, SHALL NOT THEREBY ACQUIRE AUTHORITY TO
11 ENGAGE IN ANY BUSINESS OR EXERCISE ANY RIGHT THAT A CORPORATION
12 MAY NOT BE INCORPORATED UNDER THIS SUBPART TO ENGAGE IN OR
13 EXERCISE.
14 (B) PROPERTY RIGHTS.--ALL THE PROPERTY, REAL, PERSONAL AND
15 MIXED, AND FRANCHISES OF EACH OF THE CORPORATIONS PARTIES TO THE
16 PLAN OF MERGER OR CONSOLIDATION, AND ALL DEBTS DUE ON WHATEVER
17 ACCOUNT TO ANY OF THEM, INCLUDING SUBSCRIPTIONS FOR SHARES AND
18 OTHER CHOSES IN ACTION BELONGING TO ANY OF THEM, SHALL BE DEEMED
19 TO BE TRANSFERRED TO AND VESTED IN THE SURVIVING OR NEW
20 CORPORATION, AS THE CASE MAY BE, WITHOUT FURTHER ACTION AND THE
21 TITLE TO ANY REAL ESTATE, OR ANY INTEREST THEREIN, VESTED IN ANY
22 OF THE CORPORATIONS SHALL NOT REVERT OR BE IN ANY WAY IMPAIRED
23 BY REASON OF THE MERGER OR CONSOLIDATION. THE SURVIVING OR NEW
24 CORPORATION SHALL THENCEFORTH BE RESPONSIBLE FOR ALL THE
25 LIABILITIES OF EACH OF THE CORPORATIONS SO MERGED OR
26 CONSOLIDATED. LIENS UPON THE PROPERTY OF THE MERGING OR
27 CONSOLIDATING CORPORATIONS SHALL NOT BE IMPAIRED BY THE MERGER
28 OR CONSOLIDATION AND ANY CLAIM EXISTING OR ACTION OR PROCEEDING
29 PENDING BY OR AGAINST ANY OF THE CORPORATIONS MAY BE PROSECUTED
30 TO JUDGMENT AS IF THE MERGER OR CONSOLIDATION HAD NOT TAKEN
19870S1200B2515 - 251 -
1 PLACE OR THE SURVIVING OR NEW CORPORATION MAY BE PROCEEDED
2 AGAINST OR SUBSTITUTED IN ITS PLACE.
3 (C) TAXES.--ANY TAXES, PENALTIES AND PUBLIC ACCOUNTS OF THE
4 COMMONWEALTH, CLAIMED AGAINST ANY OF THE MERGING OR
5 CONSOLIDATING CORPORATIONS BUT NOT SETTLED, ASSESSED OR
6 DETERMINED PRIOR TO THE MERGER OR CONSOLIDATION, SHALL BE
7 SETTLED, ASSESSED OR DETERMINED AGAINST THE SURVIVING OR NEW
8 CORPORATION AND, TOGETHER WITH INTEREST THEREON, SHALL BE A LIEN
9 AGAINST THE FRANCHISES AND PROPERTY, BOTH REAL AND PERSONAL, OF
10 THE SURVIVING OR NEW CORPORATION.
11 (D) ARTICLES OF INCORPORATION.--IN THE CASE OF A MERGER, THE
12 ARTICLES OF INCORPORATION OF THE SURVIVING DOMESTIC BUSINESS
13 CORPORATION, IF ANY, SHALL BE DEEMED TO BE AMENDED TO THE
14 EXTENT, IF ANY, THAT CHANGES IN ITS ARTICLES ARE STATED IN THE
15 PLAN OF MERGER. IN THE CASE OF A CONSOLIDATION INTO A DOMESTIC
16 BUSINESS CORPORATION, THE STATEMENTS THAT ARE SET FORTH IN THE
17 PLAN OF CONSOLIDATION, OR ARTICLES OF INCORPORATION SET FORTH
18 THEREIN, SHALL BE DEEMED TO BE THE ARTICLES OF INCORPORATION OF
19 THE NEW CORPORATION.
20 § 1930. DISSENTERS RIGHTS.
21 (A) GENERAL RULE.--IF ANY SHAREHOLDER OF A DOMESTIC BUSINESS
22 CORPORATION THAT BECOMES A PARTY TO A PLAN OF MERGER OR
23 CONSOLIDATION OBJECTS TO THE PLAN OF MERGER OR CONSOLIDATION AND
24 COMPLIES WITH THE PROVISIONS OF SUBCHAPTER D OF CHAPTER 15
25 (RELATING TO DISSENTERS RIGHTS), THE SHAREHOLDER SHALL BE
26 ENTITLED TO THE RIGHTS AND REMEDIES OF DISSENTING SHAREHOLDERS
27 THEREIN PROVIDED, IF ANY. SEE ALSO SECTION 1906(C) (RELATING TO
28 DISSENTERS RIGHT UPON SPECIAL TREATMENT).
29 (B) PLANS ADOPTED BY DIRECTORS ONLY.--EXCEPT AS OTHERWISE
30 PROVIDED PURSUANT TO SECTION 1571(C) (RELATING TO GRANT OF
19870S1200B2515 - 252 -
1 OPTIONAL DISSENTERS RIGHTS), SUBCHAPTER D OF CHAPTER 15 SHALL
2 NOT APPLY TO ANY OF THE SHARES OF A CORPORATION THAT IS A PARTY
3 TO A PLAN OF MERGER OR CONSOLIDATION PURSUANT TO SECTION
4 1924(B)(1)(I) (RELATING TO ADOPTION BY BOARD OF DIRECTORS).
5 (C) CROSS REFERENCES.--SEE SECTIONS 1571(B) (RELATING TO
6 EXCEPTIONS) AND 1904 (RELATING TO DE FACTO TRANSACTION DOCTRINE
7 ABOLISHED).
8 § 1931. SHARE EXCHANGES.
9 (A) GENERAL RULE.--ALL THE OUTSTANDING SHARES OF ONE OR MORE
10 CLASSES OR SERIES OF A DOMESTIC BUSINESS CORPORATION, DESIGNATED
11 IN THIS SECTION AS THE EXCHANGING CORPORATION, MAY, IN THE
12 MANNER PROVIDED IN THIS SECTION, BE ACQUIRED BY ANY PERSON,
13 DESIGNATED IN THIS SECTION AS THE ACQUIRING PERSON, THROUGH AN
14 EXCHANGE OF ALL THE SHARES PURSUANT TO, AND OTHER SECURITIES OF <--
15 THE EXCHANGING CORPORATION NOT SO ACQUIRED MAY BE RECLASSIFIED
16 OR OTHERWISE AFFECTED BY, A PLAN OF EXCHANGE. THE PROCEDURE
17 AUTHORIZED BY THIS SECTION SHALL NOT BE DEEMED TO LIMIT THE
18 POWER OF ANY PERSON TO ACQUIRE ALL OR PART OF THE SHARES OR
19 OTHER SECURITIES OF ANY CLASS OR SERIES OF A CORPORATION THROUGH
20 A VOLUNTARY EXCHANGE OR OTHERWISE BY AGREEMENT WITH THE HOLDERS
21 OF THE SHARES OR OTHER SECURITIES.
22 (B) PLAN OF EXCHANGE.--A PLAN OF EXCHANGE SHALL BE PREPARED,
23 SETTING FORTH:
24 (1) THE TERMS AND CONDITIONS OF THE EXCHANGE.
25 (2) THE MANNER AND BASIS OF CONVERTING THE SHARES OR <--
26 OTHER SECURITIES OF THE EXCHANGING CORPORATION INTO SHARES OR
27 OTHER SECURITIES OR OBLIGATIONS OF THE ACQUIRING PERSON. IF
28 ANY OF THE SHARES OR OTHER SECURITIES OF THE EXCHANGING <--
29 CORPORATION ARE NOT TO BE CONVERTED SOLELY INTO SHARES OR
30 OTHER SECURITIES OR OBLIGATIONS OF THE ACQUIRING PERSON, THE
19870S1200B2515 - 253 -
1 SHARES OR OTHER SECURITIES OR OBLIGATIONS OF ANY OTHER PERSON
2 OR CASH, PROPERTY OR RIGHTS THAT THE HOLDERS OF THE SHARES OR <--
3 OTHER SECURITIES OF THE EXCHANGING CORPORATION ARE TO RECEIVE
4 IN EXCHANGE FOR, OR UPON CONVERSION OF, THE SHARES OR OTHER <--
5 SECURITIES, AND THE SURRENDER OF ANY CERTIFICATES OR
6 INSTRUMENTS EVIDENCING THEM, WHICH SECURITIES OR OBLIGATIONS,
7 IF ANY, OF ANY OTHER PERSON OR CASH, PROPERTY AND RIGHTS MAY
8 BE IN ADDITION TO OR IN LIEU OF THE SHARES OR OTHER
9 SECURITIES OR OBLIGATIONS OF THE ACQUIRING PERSON.
10 (3) ANY CHANGES DESIRED TO BE MADE IN THE ARTICLES OF
11 THE EXCHANGING CORPORATION, WHICH MAY INCLUDE A RESTATEMENT
12 OF THE ARTICLES.
13 (4) ANY PROVISIONS DESIRED PROVIDING SPECIAL TREATMENT
14 OF SHARES HELD BY ANY SHAREHOLDER OR GROUP OF SHAREHOLDERS.
15 (5) SUCH OTHER PROVISIONS AS ARE DEEMED DESIRABLE.
16 ANY OF THE TERMS OF THE PLAN MAY BE MADE DEPENDENT UPON FACTS
17 ASCERTAINABLE OUTSIDE OF THE PLAN IF THE MANNER IN WHICH THE
18 FACTS WILL OPERATE UPON THE TERMS OF THE PLAN IS SET FORTH IN
19 THE PLAN.
20 (C) PROPOSAL AND ADOPTION.--THE PLAN OF EXCHANGE SHALL BE
21 PROPOSED AND ADOPTED AND MAY BE TERMINATED BY THE EXCHANGING
22 CORPORATION IN THE MANNER PROVIDED BY THIS SUBCHAPTER FOR THE
23 PROPOSAL, ADOPTION AND TERMINATION OF A PLAN OF MERGER EXCEPT
24 SECTION 1924(B) (RELATING TO ADOPTION BY BOARD OF DIRECTORS).
25 THERE SHALL BE INCLUDED IN, OR ENCLOSED WITH, THE NOTICE OF THE
26 MEETING OF SHAREHOLDERS TO ACT ON THE PLAN A COPY OR A SUMMARY
27 OF THE PLAN AND, IF SUBCHAPTER D OF CHAPTER 15 (RELATING TO
28 DISSENTERS RIGHTS) IS APPLICABLE, A COPY OF THE SUBCHAPTER AND
29 OF SUBSECTION (D). THE HOLDERS OF ANY CLASS OF SHARES TO BE
30 ACQUIRED PURSUANT TO THE PLAN OF EXCHANGE SHALL BE ENTITLED TO
19870S1200B2515 - 254 -
1 VOTE AS A CLASS ON THE PLAN IF THEY WOULD HAVE BEEN ENTITLED TO
2 VOTE ON A PLAN OF MERGER THAT AFFECTS THE CLASS IN SUBSTANTIALLY
3 THE SAME MANNER AS THE PLAN OF EXCHANGE.
4 (D) DISSENTERS RIGHTS IN SHARE EXCHANGES.--ANY HOLDER OF
5 SHARES THAT ARE TO BE ACQUIRED PURSUANT TO A PLAN OF EXCHANGE
6 WHO OBJECTS TO THE PLAN AND COMPLIES WITH THE PROVISIONS OF
7 SUBCHAPTER D OF CHAPTER 15 SHALL BE ENTITLED TO THE RIGHTS AND
8 REMEDIES OF DISSENTING SHAREHOLDERS THEREIN PROVIDED, IF ANY.
9 SEE SECTION 1906(C) (RELATING TO DISSENTER RIGHTS UPON SPECIAL
10 TREATMENT).
11 (E) ARTICLES OF EXCHANGE.--UPON ADOPTION OF A PLAN OF
12 EXCHANGE, AS PROVIDED IN THIS SECTION, ARTICLES OF EXCHANGE
13 SHALL BE EXECUTED BY THE EXCHANGING CORPORATION AND SHALL SET
14 FORTH:
15 (1) THE NAME AND, SUBJECT TO SECTION 109 (RELATING TO
16 NAME OF COMMERCIAL REGISTERED OFFICE PROVIDER IN LIEU OF
17 REGISTERED ADDRESS), THE LOCATION OF THE REGISTERED OFFICE,
18 INCLUDING STREET AND NUMBER, IF ANY, OF THE EXCHANGING
19 CORPORATION.
20 (2) IF THE PLAN IS TO BE EFFECTIVE ON A SPECIFIED DATE,
21 THE HOUR, IF ANY, AND THE MONTH, DAY AND YEAR OF THE
22 EFFECTIVE DATE.
23 (3) THE MANNER IN WHICH THE PLAN WAS ADOPTED BY THE
24 EXCHANGING CORPORATION.
25 (4) EXCEPT AS PROVIDED IN SECTION 1901 (RELATING TO
26 OMISSION OF CERTAIN PROVISIONS FROM FILED PLANS), THE PLAN OF
27 EXCHANGE.
28 THE ARTICLES OF EXCHANGE SHALL BE FILED IN THE DEPARTMENT OF
29 STATE. SEE SECTION 134 (RELATING TO DOCKETING STATEMENT).
30 (F) EFFECTIVE DATE.--UPON THE FILING OF ARTICLES OF EXCHANGE
19870S1200B2515 - 255 -
1 IN THE DEPARTMENT OR UPON THE EFFECTIVE DATE SPECIFIED IN THE
2 PLAN OF EXCHANGE, WHICHEVER IS LATER, THE PLAN SHALL BECOME
3 EFFECTIVE.
4 (G) EFFECT OF PLAN.--UPON THE PLAN OF EXCHANGE BECOMING
5 EFFECTIVE, THE SHARES OF THE EXCHANGING CORPORATION THAT ARE,
6 UNDER THE TERMS OF THE PLAN, TO BE CONVERTED OR EXCHANGED SHALL
7 CEASE TO EXIST OR SHALL BE EXCHANGED. THE FORMER HOLDERS OF THE
8 SHARES SHALL THEREAFTER BE ENTITLED ONLY TO THE SHARES, OTHER
9 SECURITIES OR OBLIGATIONS OR CASH, PROPERTY OR RIGHTS INTO WHICH
10 THEY HAVE BEEN CONVERTED OR FOR WHICH THEY HAVE BEEN EXCHANGED
11 IN ACCORDANCE WITH THE PLAN, AND THE ACQUIRING PERSON SHALL BE
12 THE HOLDER OF THE SHARES OF THE EXCHANGING CORPORATION STATED IN
13 THE PLAN TO BE ACQUIRED BY SUCH PERSON. THE ARTICLES OF
14 INCORPORATION OF THE EXCHANGING CORPORATION SHALL BE DEEMED TO
15 BE AMENDED TO THE EXTENT, IF ANY, THAT CHANGES IN ITS ARTICLES
16 ARE STATED IN THE PLAN OF EXCHANGE.
17 § 1932. VOLUNTARY TRANSFER OF CORPORATE ASSETS.
18 (A) SHAREHOLDER APPROVAL NOT REQUIRED.--THE SALE, LEASE,
19 EXCHANGE OR OTHER DISPOSITION OF ALL, OR SUBSTANTIALLY ALL, THE
20 PROPERTY AND ASSETS OF A BUSINESS CORPORATION, WHEN MADE IN THE
21 USUAL AND REGULAR COURSE OF THE BUSINESS OF THE CORPORATION, OR
22 FOR THE PURPOSE OF RELOCATING ALL, OR SUBSTANTIALLY ALL, OF THE
23 BUSINESS OF THE CORPORATION, MAY BE MADE UPON SUCH TERMS AND
24 CONDITIONS, AND FOR SUCH CONSIDERATION, AS SHALL BE AUTHORIZED
25 BY ITS BOARD OF DIRECTORS. EXCEPT AS OTHERWISE RESTRICTED BY THE
26 BYLAWS, AUTHORIZATION OR CONSENT OF THE SHAREHOLDERS SHALL NOT
27 BE REQUIRED FOR SUCH A TRANSACTION.
28 (B) SHAREHOLDER APPROVAL REQUIRED.--A SALE, LEASE, EXCHANGE
29 OR OTHER DISPOSITION OF ALL, OR SUBSTANTIALLY ALL, THE PROPERTY
30 AND ASSETS, WITH OR WITHOUT THE GOODWILL, OF A BUSINESS
19870S1200B2515 - 256 -
1 CORPORATION, IF NOT MADE PURSUANT TO SUBSECTION (A) OR (D) OR TO
2 SECTION 1551 (RELATING TO DISTRIBUTIONS TO SHAREHOLDERS) OR
3 SUBCHAPTER D (RELATING TO DIVISION), MAY BE MADE ONLY PURSUANT
4 TO A PLAN OF ASSET TRANSFER. THE PROPERTY OR ASSETS OF A DIRECT
5 OR INDIRECT SUBSIDIARY CORPORATION THAT IS CONTROLLED BY A
6 PARENT CORPORATION SHALL BE DEEMED THE PROPERTY OR ASSETS OF THE
7 PARENT CORPORATION FOR THE PURPOSES OF THIS SUBSECTION AND OF
8 SUBSECTION (C). THE PLAN OF ASSET TRANSFER SHALL SET FORTH THE
9 TERMS AND CONDITIONS OF THE SALE, LEASE, EXCHANGE OR OTHER
10 DISPOSITION OR MAY AUTHORIZE THE BOARD OF DIRECTORS TO FIX ANY
11 OR ALL OF THE TERMS AND CONDITIONS, INCLUDING THE CONSIDERATION
12 TO BE RECEIVED BY THE CORPORATION THEREFOR. ANY OF THE TERMS OF
13 THE PLAN MAY BE MADE DEPENDENT UPON FACTS ASCERTAINABLE OUTSIDE
14 OF THE PLAN IF THE MANNER IN WHICH THE FACTS WILL OPERATE UPON
15 THE TERMS OF THE PLAN IS SET FORTH IN THE PLAN. THE PLAN OF
16 ASSET TRANSFER SHALL BE PROPOSED AND ADOPTED, AND MAY BE
17 TERMINATED, BY A BUSINESS CORPORATION IN THE MANNER PROVIDED IN
18 THIS SUBCHAPTER FOR THE PROPOSAL, ADOPTION AND TERMINATION OF A
19 PLAN OF MERGER, EXCEPT SECTION 1924(B) (RELATING TO ADOPTION BY
20 BOARD OF DIRECTORS). THERE SHALL BE INCLUDED IN, OR ENCLOSED
21 WITH, THE NOTICE OF THE MEETING OF THE SHAREHOLDERS TO ACT ON
22 THE PLAN A COPY OR A SUMMARY OF THE PLAN AND, IF SUBCHAPTER D OF
23 CHAPTER 15 (RELATING TO DISSENTERS RIGHTS) IS APPLICABLE, A COPY
24 OF THE SUBCHAPTER AND OF SUBSECTION (C). IN ORDER TO MAKE
25 EFFECTIVE THE PLAN OF ASSET TRANSFER SO ADOPTED, IT SHALL NOT BE
26 NECESSARY TO FILE ANY ARTICLES OR OTHER DOCUMENTS IN THE
27 DEPARTMENT OF STATE.
28 (C) DISSENTERS RIGHTS IN ASSET TRANSFERS.--
29 (1) IF A SHAREHOLDER OF A CORPORATION THAT ADOPTS A PLAN
30 OF ASSET TRANSFER OBJECTS TO THE PLAN AND COMPLIES WITH
19870S1200B2515 - 257 -
1 SUBCHAPTER D OF CHAPTER 15, THE SHAREHOLDER SHALL BE ENTITLED
2 TO THE RIGHTS AND REMEDIES OF DISSENTING SHAREHOLDERS THEREIN
3 PROVIDED, IF ANY.
4 (2) PARAGRAPH (1) SHALL NOT APPLY TO A SALE PURSUANT TO
5 AN ORDER OF A COURT HAVING JURISDICTION IN THE PREMISES OR A
6 SALE FOR MONEY ON TERMS REQUIRING THAT ALL OR SUBSTANTIALLY
7 ALL OF THE NET PROCEEDS OF SALE BE DISTRIBUTED TO THE
8 SHAREHOLDERS IN ACCORDANCE WITH THEIR RESPECTIVE INTERESTS
9 WITHIN ONE YEAR AFTER THE DATE OF SALE.
10 (3) SEE SECTIONS 1906(C) (RELATING TO DISSENTERS RIGHTS
11 UPON SPECIAL TREATMENT) AND 2537 (RELATING TO DISSENTERS
12 RIGHTS IN ASSET TRANSFERS).
13 (D) EXCEPTIONS.--SUBSECTIONS (B) AND (C)(1) SHALL NOT APPLY
14 TO A SALE, LEASE, EXCHANGE OR OTHER DISPOSITION OF ALL, OR
15 SUBSTANTIALLY ALL, OF THE PROPERTY AND ASSETS OF A BUSINESS
16 CORPORATION:
17 (1) THAT DIRECTLY OR INDIRECTLY OWNS ALL OF THE
18 OUTSTANDING SHARES OF ANOTHER CORPORATION TO THE OTHER
19 CORPORATION IF THE VOTING RIGHTS, PREFERENCES, LIMITATIONS OR
20 RELATIVE RIGHTS, GRANTED TO OR IMPOSED UPON THE SHARES OF ANY
21 CLASS OF THE PARENT CORPORATION ARE NOT ALTERED BY THE SALE,
22 LEASE, EXCHANGE OR OTHER DISPOSITION;
23 (2) WHEN MADE IN CONNECTION WITH THE DISSOLUTION OR
24 LIQUIDATION OF THE CORPORATION, WHICH TRANSACTION SHALL BE
25 GOVERNED BY THE PROVISIONS OF SUBCHAPTER F (RELATING TO
26 VOLUNTARY DISSOLUTION AND WINDING UP) OR G (RELATING TO
27 INVOLUNTARY LIQUIDATION AND DISSOLUTION), AS THE CASE MAY BE;
28 OR
29 (3) WHEN MADE IN CONNECTION WITH A TRANSACTION PURSUANT
30 TO WHICH ALL THE ASSETS SOLD, LEASED, EXCHANGED OR OTHERWISE
19870S1200B2515 - 258 -
1 DISPOSED OF ARE SIMULTANEOUSLY LEASED BACK TO THE
2 CORPORATION.
3 (E) MORTGAGE.--A MORTGAGE, PLEDGE, GRANT OF A SECURITY
4 INTEREST OR DEDICATION OF PROPERTY TO THE REPAYMENT OF
5 INDEBTEDNESS (WITH OR WITHOUT RECOURSE) SHALL NOT BE DEEMED A
6 SALE, LEASE, EXCHANGE OR OTHER DISPOSITION FOR THE PURPOSES OF
7 THIS SECTION.
8 (F) RESTRICTIONS.--THIS SECTION SHALL NOT BE CONSTRUED TO
9 AUTHORIZE THE CONVERSION OR EXCHANGE OF PROPERTY OR ASSETS IN
10 FRAUD OF CORPORATE CREDITORS OR IN VIOLATION OF LAW.
11 SUBCHAPTER D
12 DIVISION
13 SEC.
14 1951. DIVISION AUTHORIZED.
15 1952. PROPOSAL AND ADOPTION OF PLAN OF DIVISION.
16 1953. DIVISION WITHOUT SHAREHOLDER APPROVAL.
17 1954. ARTICLES OF DIVISION.
18 1955. FILING OF ARTICLES OF DIVISION.
19 1956. EFFECTIVE DATE OF DIVISION.
20 1957. EFFECT OF DIVISION.
21 § 1951. DIVISION AUTHORIZED.
22 (A) DIVISION OF DOMESTIC CORPORATION.--ANY DOMESTIC BUSINESS
23 CORPORATION MAY, IN THE MANNER PROVIDED IN THIS SUBCHAPTER, BE
24 DIVIDED INTO TWO OR MORE DOMESTIC BUSINESS CORPORATIONS
25 INCORPORATED OR TO BE INCORPORATED UNDER THIS ARTICLE, OR INTO
26 ONE OR MORE DOMESTIC BUSINESS CORPORATIONS AND ONE OR MORE
27 FOREIGN BUSINESS CORPORATIONS TO BE INCORPORATED UNDER THE LAWS
28 OF ANOTHER JURISDICTION OR JURISDICTIONS, OR INTO TWO OR MORE
29 FOREIGN BUSINESS CORPORATIONS, IF THE LAWS OF THE OTHER
30 JURISDICTIONS AUTHORIZE THE DIVISION.
19870S1200B2515 - 259 -
1 (B) DIVISION OF FOREIGN CORPORATION.--ANY FOREIGN BUSINESS
2 CORPORATION MAY, IN THE MANNER PROVIDED IN THIS SUBCHAPTER, BE
3 DIVIDED INTO ONE OR MORE DOMESTIC BUSINESS CORPORATIONS TO BE
4 INCORPORATED UNDER THIS SUBPART AND ONE OR MORE FOREIGN BUSINESS
5 CORPORATIONS INCORPORATED OR TO BE INCORPORATED UNDER THE LAWS
6 OF ANOTHER JURISDICTION OR JURISDICTIONS, OR INTO TWO OR MORE
7 DOMESTIC BUSINESS CORPORATIONS, IF THE FOREIGN BUSINESS
8 CORPORATION IS AUTHORIZED UNDER THE LAWS OF THE JURISDICTION
9 UNDER WHICH IT IS INCORPORATED TO EFFECT A DIVISION.
10 (C) SURVIVING AND NEW CORPORATIONS.--THE CORPORATION
11 EFFECTING A DIVISION, IF IT SURVIVES THE DIVISION, IS DESIGNATED
12 IN THIS SUBCHAPTER AS THE SURVIVING CORPORATION. ALL
13 CORPORATIONS ORIGINALLY INCORPORATED BY A DIVISION ARE
14 DESIGNATED IN THIS SUBCHAPTER AS NEW CORPORATIONS. THE SURVIVING
15 CORPORATION, IF ANY, AND THE NEW CORPORATION OR CORPORATIONS ARE
16 COLLECTIVELY DESIGNATED IN THIS SUBCHAPTER AS THE RESULTING
17 CORPORATIONS.
18 § 1952. PROPOSAL AND ADOPTION OF PLAN OF DIVISION.
19 (A) PREPARATION OF PLAN.--A PLAN OF DIVISION SHALL BE
20 PREPARED, SETTING FORTH:
21 (1) THE TERMS AND CONDITIONS OF THE DIVISION, INCLUDING
22 THE MANNER AND BASIS OF:
23 (I) THE RECLASSIFICATION OF THE SHARES OF THE
24 SURVIVING CORPORATION, IF THERE BE ONE, AND, IF ANY OF
25 THE SHARES OF THE DIVIDING CORPORATION ARE NOT TO BE
26 CONVERTED SOLELY INTO SHARES OR OTHER SECURITIES OR
27 OBLIGATIONS OF ONE OR MORE OF THE RESULTING CORPORATIONS,
28 THE SHARES OR OTHER SECURITIES OR OBLIGATIONS OF ANY
29 OTHER PERSON, OR CASH, PROPERTY OR RIGHTS THAT THE
30 HOLDERS OF SUCH SHARES ARE TO RECEIVE IN EXCHANGE FOR OR
19870S1200B2515 - 260 -
1 UPON CONVERSION OF SUCH SHARES, AND THE SURRENDER OF ANY
2 CERTIFICATES EVIDENCING THEM, WHICH SECURITIES OR
3 OBLIGATIONS, IF ANY, OF ANY OTHER PERSON OR CASH,
4 PROPERTY OR RIGHTS MAY BE IN ADDITION TO OR IN LIEU OF
5 SHARES OR OTHER SECURITIES OR OBLIGATIONS OF ONE OR MORE
6 OF THE RESULTING CORPORATIONS.
7 (II) THE DISPOSITION OF THE SHARES AND OTHER
8 SECURITIES OR OBLIGATIONS, IF ANY, OF THE NEW CORPORATION
9 OR CORPORATIONS RESULTING FROM THE DIVISION.
10 (2) A STATEMENT THAT THE DIVIDING CORPORATION WILL, OR
11 WILL NOT, SURVIVE THE DIVISION.
12 (3) ANY CHANGES DESIRED TO BE MADE IN THE ARTICLES OF
13 THE SURVIVING CORPORATION, IF THERE BE ONE, INCLUDING A
14 RESTATEMENT OF THE ARTICLES.
15 (4) THE ARTICLES OF INCORPORATION REQUIRED BY SUBSECTION
16 (B).
17 (5) ANY PROVISIONS DESIRED PROVIDING SPECIAL TREATMENT
18 OF SHARES HELD BY ANY SHAREHOLDER OR GROUP OF SHAREHOLDERS.
19 (6) SUCH OTHER PROVISIONS AS ARE DEEMED DESIRABLE.
20 ANY OF THE TERMS OF THE PLAN MAY BE MADE DEPENDENT UPON FACTS
21 ASCERTAINABLE OUTSIDE OF THE PLAN IF THE MANNER IN WHICH THE
22 FACTS WILL OPERATE UPON THE TERMS OF THE PLAN IS SET FORTH IN
23 THE PLAN.
24 (B) ARTICLES OF NEW CORPORATIONS.--THERE SHALL BE INCLUDED
25 IN OR ANNEXED TO THE PLAN OF DIVISION:
26 (1) ARTICLES OF INCORPORATION, WHICH SHALL CONTAIN ALL
27 OF THE STATEMENTS REQUIRED BY THIS SUBPART TO BE SET FORTH IN
28 RESTATED ARTICLES, FOR EACH OF THE NEW DOMESTIC BUSINESS
29 CORPORATIONS, IF ANY, RESULTING FROM THE DIVISION.
30 (2) ARTICLES OF INCORPORATION, CERTIFICATES OF
19870S1200B2515 - 261 -
1 INCORPORATION OR OTHER CHARTER DOCUMENTS FOR EACH OF THE NEW
2 FOREIGN BUSINESS CORPORATIONS, IF ANY, RESULTING FROM THE
3 DIVISION.
4 (C) PROPOSAL AND ADOPTION.--EXCEPT AS OTHERWISE PROVIDED IN
5 SECTION 1953 (RELATING TO DIVISION WITHOUT SHAREHOLDER
6 APPROVAL), THE PLAN OF DIVISION SHALL BE PROPOSED AND ADOPTED,
7 AND MAY BE TERMINATED, BY A DOMESTIC BUSINESS CORPORATION IN THE
8 MANNER PROVIDED FOR THE PROPOSAL, ADOPTION AND TERMINATION OF A
9 PLAN OF MERGER IN SUBCHAPTER C (RELATING TO MERGER,
10 CONSOLIDATION, SHARE EXCHANGES AND SALE OF ASSETS), EXCEPT
11 SECTION 1924(B) (RELATING TO ADOPTION BY BOARD OF DIRECTORS),
12 OR, IF THE DIVIDING CORPORATION IS A FOREIGN BUSINESS
13 CORPORATION, IN ACCORDANCE WITH THE LAWS OF THE JURISDICTION IN
14 WHICH IT IS INCORPORATED. THERE SHALL BE INCLUDED IN, OR
15 ENCLOSED WITH, THE NOTICE OF THE MEETING OF SHAREHOLDERS TO ACT
16 ON THE PLAN A COPY OR A SUMMARY OF THE PLAN AND, IF SUBCHAPTER D
17 OF CHAPTER 15 (RELATING TO DISSENTERS RIGHTS) IS APPLICABLE, A
18 COPY OF THE SUBCHAPTER AND OF SUBSECTION (D).
19 (D) DISSENTERS RIGHTS IN DIVISION.--
20 (1) EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH (2), ANY
21 SHAREHOLDER OF A BUSINESS CORPORATION THAT ADOPTS A PLAN OF
22 DIVISION WHO OBJECTS TO THE PLAN AND COMPLIES WITH THE
23 PROVISIONS OF SUBCHAPTER D OF CHAPTER 15 SHALL BE ENTITLED TO
24 THE RIGHTS AND REMEDIES OF DISSENTING SHAREHOLDERS THEREIN
25 PROVIDED, IF ANY. SEE SECTION 1906(C) (RELATING TO DISSENTERS
26 RIGHTS UPON SPECIAL TREATMENT).
27 (2) EXCEPT AS OTHERWISE PROVIDED PURSUANT TO SECTION
28 1571(C) (RELATING TO GRANT OF OPTIONAL DISSENTERS RIGHTS),
29 SUBCHAPTER D OF CHAPTER 15 SHALL NOT APPLY TO ANY OF THE
30 SHARES OF A CORPORATION THAT IS A PARTY TO A PLAN OF DIVISION
19870S1200B2515 - 262 -
1 PURSUANT TO SECTION 1953 (RELATING TO DIVISION WITHOUT
2 SHAREHOLDER APPROVAL).
3 (E) RESTRICTIONS ON CERTAIN DISTRIBUTIONS.--A PLAN OF
4 DIVISION MAY NOT BE MADE EFFECTIVE IF THE EFFECT OF THE PLAN IS
5 TO MAKE A DISTRIBUTION TO THE HOLDERS OF ANY CLASS OR SERIES OF
6 SHARES OF THE DIVIDING CORPORATION UNLESS THE DISTRIBUTION IS
7 PERMITTED BY SECTION 1551 (RELATING TO DISTRIBUTIONS TO
8 SHAREHOLDERS).
9 (F) ACTION BY HOLDERS OF PREFERRED OR SPECIAL SHARES.--IF
10 THE DIVIDING CORPORATION HAS OUTSTANDING ANY SHARES OF ANY
11 PREFERRED OR SPECIAL CLASS OR SERIES, THE HOLDERS OF THE
12 OUTSTANDING SHARES OF THE CLASS OR SERIES SHALL BE ENTITLED TO
13 VOTE AS A CLASS ON THE PLAN REGARDLESS OF ANY LIMITATIONS STATED
14 IN THE ARTICLES OR BYLAWS ON THE VOTING RIGHTS OF THE CLASS OR
15 SERIES IF THE PLAN OF DIVISION:
16 (1) PROVIDES THAT THE DIVIDING CORPORATION WILL NOT
17 SURVIVE THE DIVISION; OR
18 (2) AMENDS THE ARTICLES OR BYLAWS OF THE SURVIVING
19 CORPORATION IN A MANNER THAT WOULD ENTITLE THE HOLDERS OF
20 SUCH PREFERRED OR SPECIAL SHARES TO A CLASS VOTE THEREON
21 UNDER THE ARTICLES, BYLAWS OR SECTION 1914(B) (RELATING TO
22 STATUTORY VOTING RIGHTS).
23 (G) ACTION BY HOLDERS OF INDEBTEDNESS.--UNLESS OTHERWISE
24 PROVIDED BY AN INDENTURE OR OTHER CONTRACT BY WHICH THE DIVIDING
25 CORPORATION IS BOUND, A PLAN OF DIVISION SHALL NOT REQUIRE THE
26 APPROVAL OF THE HOLDERS OF ANY DEBT SECURITIES OR OTHER
27 OBLIGATIONS OF THE DIVIDING CORPORATION OR OF ANY REPRESENTATIVE
28 OF THE HOLDERS, IF THE TRANSFER OF ASSETS EFFECTED BY THE
29 DIVISION, IF EFFECTED BY MEANS OF A SALE, LEASE, EXCHANGE OR
30 OTHER DISPOSITION, AND ANY RELATED DISTRIBUTION, WOULD NOT
19870S1200B2515 - 263 -
1 REQUIRE THE APPROVAL OF THE HOLDERS OR REPRESENTATIVES THEREOF.
2 (H) SPECIAL REQUIREMENTS.--IF ANY PROVISION OF THE ARTICLES
3 OR BYLAWS OF A DIVIDING DOMESTIC BUSINESS CORPORATION ADOPTED
4 BEFORE JANUARY 1, 1989, REQUIRES FOR THE ADOPTION OF A PLAN OF
5 MERGER, CONSOLIDATION OR ASSET TRANSFER A SPECIFIC NUMBER OR
6 PERCENTAGE OF VOTES OF DIRECTORS OR SHAREHOLDERS OR OTHER
7 SPECIAL PROCEDURES, THE PLAN OF DIVISION SHALL NOT BE ADOPTED BY
8 THE DIRECTORS OR (IF ADOPTION BY THE SHAREHOLDERS IS OTHERWISE
9 REQUIRED BY THIS SUBCHAPTER) BY THE SHAREHOLDERS WITHOUT THAT
10 NUMBER OR PERCENTAGE OF VOTES OR COMPLIANCE WITH THE OTHER
11 SPECIAL PROCEDURES.
12 § 1953. DIVISION WITHOUT SHAREHOLDER APPROVAL.
13 UNLESS OTHERWISE RESTRICTED BY ITS BYLAWS OR REQUIRED BY
14 SECTION 1952(F) (RELATING TO ACTION BY HOLDERS OF PREFERRED OR
15 SPECIAL SHARES), A PLAN OF DIVISION THAT DOES NOT ALTER THE
16 STATE OF INCORPORATION OF A BUSINESS CORPORATION, PROVIDE FOR
17 SPECIAL TREATMENT NOR AMEND IN ANY RESPECT THE PROVISIONS OF ITS
18 ARTICLES (EXCEPT AMENDMENTS WHICH UNDER SECTION 1914(C)
19 (RELATING TO ADOPTION BY BOARD OF DIRECTORS) MAY BE MADE WITHOUT
20 SHAREHOLDER ACTION) SHALL NOT REQUIRE THE APPROVAL OF THE
21 SHAREHOLDERS OF THE CORPORATION IF:
22 (1) THE DIVIDING CORPORATION HAS ONLY ONE CLASS OF
23 SHARES OUTSTANDING AND THE SHARES AND OTHER SECURITIES, IF
24 ANY, OF EACH CORPORATION RESULTING FROM THE PLAN ARE
25 DISTRIBUTED PRO RATA TO THE SHAREHOLDERS OF THE DIVIDING
26 CORPORATION;
27 (2) THE DIVIDING CORPORATION SURVIVES THE DIVISION AND
28 ALL THE SHARES AND OTHER SECURITIES AND OBLIGATIONS, IF ANY,
29 OF ALL NEW CORPORATIONS RESULTING FROM THE PLAN ARE OWNED
30 SOLELY BY THE SURVIVING CORPORATION; OR
19870S1200B2515 - 264 -
1 (3) THE TRANSFERS OF ASSETS EFFECTED BY THE DIVISION, IF
2 EFFECTED BY MEANS OF A SALE, LEASE, EXCHANGE OR OTHER
3 DISPOSITION, WOULD NOT REQUIRE THE APPROVAL OF SHAREHOLDERS
4 UNDER SECTION 1932(B) (RELATING TO SHAREHOLDER APPROVAL
5 REQUIRED).
6 § 1954. ARTICLES OF DIVISION.
7 UPON THE ADOPTION OF A PLAN OF DIVISION BY THE CORPORATION
8 DESIRING TO DIVIDE, AS PROVIDED IN THIS SUBCHAPTER, ARTICLES OF
9 DIVISION SHALL BE EXECUTED BY THE CORPORATION AND SHALL, SUBJECT
10 TO SECTION 109 (RELATING TO NAME OF COMMERCIAL REGISTERED OFFICE
11 PROVIDER IN LIEU OF REGISTERED ADDRESS), SET FORTH:
12 (1) THE NAME AND THE LOCATION OF THE REGISTERED OFFICE,
13 INCLUDING STREET AND NUMBER, IF ANY, OF THE DIVIDING DOMESTIC
14 BUSINESS CORPORATION OR, IN THE CASE OF A DIVIDING FOREIGN
15 BUSINESS CORPORATION, THE NAME OF THE CORPORATION AND THE
16 JURISDICTION IN WHICH IT IS INCORPORATED, TOGETHER WITH
17 EITHER:
18 (I) IF A QUALIFIED FOREIGN BUSINESS CORPORATION, THE
19 ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF ITS
20 REGISTERED OFFICE IN THIS COMMONWEALTH.
21 (II) IF A NONQUALIFIED FOREIGN BUSINESS CORPORATION,
22 THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF ITS
23 PRINCIPAL OFFICE UNDER THE LAWS OF THAT JURISDICTION.
24 (2) THE STATUTE UNDER WHICH THE DIVIDING CORPORATION WAS
25 INCORPORATED AND THE DATE OF INCORPORATION.
26 (3) A STATEMENT THAT THE DIVIDING CORPORATION WILL, OR
27 WILL NOT, SURVIVE THE DIVISION.
28 (4) THE NAME AND THE ADDRESS, INCLUDING STREET AND
29 NUMBER, IF ANY, OF:
30 (I) THE REGISTERED OFFICE OF EACH NEW DOMESTIC
19870S1200B2515 - 265 -
1 BUSINESS CORPORATION OR QUALIFIED FOREIGN BUSINESS
2 CORPORATION RESULTING FROM THE DIVISION; AND
3 (II) THE PRINCIPAL OFFICE UNDER THE LAWS OF THE
4 JURISDICTION IN WHICH IT IS INCORPORATED OF EACH NEW
5 NONQUALIFIED FOREIGN BUSINESS CORPORATION RESULTING FROM
6 THE DIVISION.
7 (5) IF THE PLAN IS TO BE EFFECTIVE ON A SPECIFIC DATE,
8 THE HOUR, IF ANY, AND THE MONTH, DAY AND YEAR OF THE
9 EFFECTIVE DATE.
10 (6) THE MANNER IN WHICH THE PLAN WAS ADOPTED BY THE
11 CORPORATION.
12 (7) EXCEPT AS PROVIDED IN SECTION 1901 (RELATING TO
13 OMISSION OF CERTAIN PROVISIONS FROM FILED PLANS), THE PLAN OF
14 DIVISION.
15 § 1955. FILING OF ARTICLES OF DIVISION.
16 (A) GENERAL RULE.--THE ARTICLES OF DIVISION, AND THE
17 CERTIFICATES OR STATEMENT, IF ANY, REQUIRED BY SECTION 139
18 (RELATING TO TAX CLEARANCE OF CERTAIN FUNDAMENTAL TRANSACTIONS)
19 SHALL BE FILED IN THE DEPARTMENT OF STATE.
20 (B) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
21 STATEMENT).
22 § 1956. EFFECTIVE DATE OF DIVISION.
23 UPON THE FILING OF ARTICLES OF DIVISION IN THE DEPARTMENT OF
24 STATE OR UPON THE EFFECTIVE DATE SPECIFIED IN THE PLAN OF
25 DIVISION, WHICHEVER IS LATER, THE DIVISION SHALL BECOME
26 EFFECTIVE. THE DIVISION OF A DOMESTIC BUSINESS CORPORATION INTO
27 ONE OR MORE FOREIGN BUSINESS CORPORATIONS OR THE DIVISION OF A
28 FOREIGN BUSINESS CORPORATION SHALL BE EFFECTIVE ACCORDING TO THE
29 LAWS OF THE JURISDICTIONS WHERE THE FOREIGN CORPORATIONS ARE OR
30 ARE TO BE INCORPORATED, BUT NOT UNTIL ARTICLES OF DIVISION HAVE
19870S1200B2515 - 266 -
1 BEEN ADOPTED AND FILED AS PROVIDED IN THIS SUBCHAPTER.
2 § 1957. EFFECT OF DIVISION.
3 (A) MULTIPLE RESULTING CORPORATIONS.--UPON THE DIVISION
4 BECOMING EFFECTIVE, THE DIVIDING CORPORATION SHALL BE SUBDIVIDED
5 INTO THE DISTINCT AND INDEPENDENT RESULTING CORPORATIONS NAMED
6 IN THE PLAN OF DIVISION AND, IF THE DIVIDING CORPORATION IS NOT
7 TO SURVIVE THE DIVISION, THE EXISTENCE OF THE DIVIDING
8 CORPORATION SHALL CEASE. THE RESULTING CORPORATIONS, IF THEY ARE
9 DOMESTIC BUSINESS CORPORATIONS, SHALL NOT THEREBY ACQUIRE
10 AUTHORITY TO ENGAGE IN ANY BUSINESS OR EXERCISE ANY RIGHT THAT A
11 CORPORATION MAY NOT BE INCORPORATED UNDER THIS SUBPART TO ENGAGE
12 IN OR EXERCISE. ANY RESULTING FOREIGN BUSINESS CORPORATION THAT
13 IS STATED IN THE ARTICLES OF DIVISION TO BE A QUALIFIED FOREIGN
14 BUSINESS CORPORATION SHALL BE A QUALIFIED FOREIGN BUSINESS
15 CORPORATION UNDER ARTICLE D (RELATING TO FOREIGN BUSINESS
16 CORPORATIONS) AND THE ARTICLES OF DIVISION SHALL BE DEEMED TO BE
17 THE APPLICATION FOR A CERTIFICATE OF AUTHORITY AND THE
18 CERTIFICATE OF AUTHORITY ISSUED THEREON OF THE CORPORATION.
19 (B) PROPERTY RIGHTS.--
20 (1) ALL THE PROPERTY, REAL, PERSONAL AND MIXED, AND
21 FRANCHISES OF THE DIVIDING CORPORATION, AND ALL DEBTS DUE ON
22 WHATEVER ACCOUNT TO IT, INCLUDING SUBSCRIPTIONS FOR SHARES
23 AND OTHER CHOSES IN ACTION BELONGING TO IT, SHALL (EXCEPT AS
24 OTHERWISE PROVIDED IN PARAGRAPH (2)), TO THE EXTENT TRANSFERS
25 OF ASSETS ARE CONTEMPLATED BY THE PLAN OF DIVISION, BE DEEMED
26 WITHOUT FURTHER ACTION TO BE TRANSFERRED TO AND VESTED IN THE
27 RESULTING CORPORATIONS ON SUCH A MANNER AND BASIS AND WITH
28 SUCH EFFECT AS IS SPECIFIED IN THE PLAN, OR PER CAPITA AMONG
29 THE RESULTING CORPORATIONS, AS TENANTS IN COMMON, IF NO
30 SPECIFICATION IS MADE IN THE PLAN, AND THE TITLE TO ANY REAL
19870S1200B2515 - 267 -
1 ESTATE, OR INTEREST THEREIN, VESTED IN ANY OF THE
2 CORPORATIONS SHALL NOT REVERT OR BE IN ANY WAY IMPAIRED BY
3 REASON OF THE DIVISION. THE RESULTING CORPORATIONS SHALL EACH
4 THENCEFORTH BE RESPONSIBLE AS SEPARATE AND DISTINCT
5 CORPORATIONS ONLY FOR SUCH LIABILITIES AS EACH CORPORATION
6 MAY UNDERTAKE OR INCUR IN ITS OWN NAME BUT SHALL BE LIABLE
7 INTER SE FOR THE LIABILITIES OF THE DIVIDING CORPORATION IN
8 THE MANNER AND ON THE BASIS SPECIFIED IN THE PLAN OF
9 DIVISION. LIENS UPON THE PROPERTY OF THE DIVIDING CORPORATION
10 SHALL NOT BE IMPAIRED BY THE DIVISION. ONE OR MORE, BUT LESS
11 THAN ALL, OF THE RESULTING CORPORATIONS SHALL BE FREE OF THE
12 LIABILITIES OF THE DIVIDING CORPORATION TO THE EXTENT, IF
13 ANY, SPECIFIED IN THE PLAN, IF NO FRAUD OF CORPORATE
14 CREDITORS, OR OF MINORITY SHAREHOLDERS OR SHAREHOLDERS
15 WITHOUT VOTING RIGHTS OR VIOLATION OF LAW SHALL BE EFFECTED
16 THEREBY, AND IF ALL APPLICABLE PROVISIONS OF 13 PA.C.S. DIV.
17 6 (RELATING TO BULK TRANSFERS) AND ALL OTHER APPLICABLE
18 PROVISIONS OF LAW ARE COMPLIED WITH. OTHERWISE, THE LIABILITY
19 OF THE DIVIDING CORPORATION SHALL NOT BE AFFECTED BY THE
20 DIVISION NOR SHALL THE RIGHTS OF CREDITORS THEREOF OR OF ANY
21 PERSON DEALING WITH THE CORPORATION BE IMPAIRED BY THE
22 DIVISION AND, EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION,
23 ANY CLAIM EXISTING OR ACTION OR PROCEEDING PENDING BY OR
24 AGAINST THE CORPORATION MAY BE PROSECUTED TO JUDGMENT AS IF
25 THE DIVISION HAD NOT TAKEN PLACE, OR THE RESULTING
26 CORPORATIONS MAY BE PROCEEDED AGAINST OR SUBSTITUTED IN ITS
27 PLACE AS JOINT AND SEVERAL OBLIGORS ON SUCH LIABILITY,
28 REGARDLESS OF ANY PROVISION OF THE PLAN OF DIVISION
29 APPORTIONING THE LIABILITIES OF THE DIVIDING CORPORATION.
30 (2) (I) THE TRANSFER OF ANY FEE OR FREEHOLD INTEREST OR <--
19870S1200B2515 - 268 -
1 LEASEHOLD HAVING A REMAINING TERM OF 30 YEARS OR MORE IN
2 ANY TRACT OR PARCEL OF REAL PROPERTY SITUATE IN THIS
3 COMMONWEALTH OWNED BY A DIVIDING CORPORATION (INCLUDING
4 PROPERTY OWNED BY A FOREIGN BUSINESS CORPORATION DIVIDING
5 SOLELY UNDER THE LAW OF ANOTHER JURISDICTION) TO A NEW
6 CORPORATION RESULTING FROM THE DIVISION SHALL NOT BE
7 EFFECTIVE UNTIL ONE OF THE FOLLOWING DOCUMENTS IS FILED
8 IN THE OFFICE FOR THE RECORDING OF DEEDS OF THE COUNTY,
9 OR EACH OF THEM, IN WHICH THE TRACT OR PARCEL IS
10 SITUATED:
11 (A) A DEED, LEASE OR OTHER INSTRUMENT OF <--
12 CONFIRMATION DESCRIBING THE TRACT OR PARCEL.
13 (B) A DULY EXECUTED DUPLICATE ORIGINAL COPY OF
14 THE ARTICLES OF DIVISION.
15 (C) A COPY OF THE ARTICLES OF DIVISION CERTIFIED
16 BY THE DEPARTMENT OF STATE.
17 (D) A DECLARATION OF ACQUISITION SETTING FORTH
18 THE VALUE OF REAL ESTATE HOLDINGS IN SUCH COUNTY OF
19 THE CORPORATION AS AN ACQUIRED COMPANY.
20 (II) THE PROVISIONS OF 75 PA.C.S. § 1114 (RELATING
21 TO TRANSFER OF VEHICLE BY OPERATION OF LAW) SHALL NOT BE
22 APPLICABLE TO A TRANSFER OF OWNERSHIP OF ANY MOTOR
23 VEHICLE, TRAILER OR SEMITRAILER FROM A DIVIDING
24 CORPORATION TO A NEW CORPORATION UNDER THIS SECTION OR
25 UNDER A SIMILAR LAW OF ANY OTHER JURISDICTION BUT ANY
26 SUCH TRANSFER SHALL BE EFFECTIVE ONLY UPON COMPLIANCE
27 WITH THE REQUIREMENTS OF 75 PA.C.S. § 1116 (RELATING TO
28 ISSUANCE OF NEW CERTIFICATE FOLLOWING TRANSFER).
29 (C) TAXES.--ANY TAXES, PENALTIES AND PUBLIC ACCOUNTS OF THE
30 COMMONWEALTH, CLAIMED AGAINST THE DIVIDING CORPORATION BUT NOT
19870S1200B2515 - 269 -
1 SETTLED, ASSESSED OR DETERMINED PRIOR TO THE DIVISION, SHALL BE
2 SETTLED, ASSESSED OR DETERMINED AGAINST ANY OF THE RESULTING
3 CORPORATIONS AND, TOGETHER WITH INTEREST THEREON, SHALL BE A
4 LIEN AGAINST THE FRANCHISES AND PROPERTY, BOTH REAL AND
5 PERSONAL, OF ALL THE CORPORATIONS. UPON THE APPLICATION OF THE
6 DIVIDING CORPORATION, THE DEPARTMENT OF REVENUE, WITH THE
7 CONCURRENCE OF THE OFFICE OF EMPLOYMENT SECURITY OF THE
8 DEPARTMENT OF LABOR AND INDUSTRY, SHALL RELEASE ONE OR MORE, BUT
9 LESS THAN ALL, OF THE RESULTING CORPORATIONS FROM LIABILITY AND
10 LIENS FOR ALL TAXES, PENALTIES AND PUBLIC ACCOUNTS OF THE
11 DIVIDING CORPORATION DUE THE COMMONWEALTH FOR PERIODS PRIOR TO
12 THE EFFECTIVE DATE OF THE DIVISION IF THOSE DEPARTMENTS ARE
13 SATISFIED THAT THE PUBLIC REVENUES WILL BE ADEQUATELY SECURED.
14 (D) ARTICLES OF SURVIVING CORPORATION.--THE ARTICLES OF
15 INCORPORATION OF THE SURVIVING CORPORATION, IF THERE BE ONE,
16 SHALL BE DEEMED TO BE AMENDED TO THE EXTENT, IF ANY, THAT
17 CHANGES IN ITS ARTICLES ARE STATED IN THE PLAN OF DIVISION.
18 (E) ARTICLES OF NEW CORPORATIONS.--THE STATEMENTS THAT ARE
19 SET FORTH IN THE PLAN OF DIVISION WITH RESPECT TO EACH NEW
20 DOMESTIC BUSINESS CORPORATION AND THAT ARE REQUIRED OR PERMITTED
21 TO BE SET FORTH IN RESTATED ARTICLES OF INCORPORATION OF
22 CORPORATIONS INCORPORATED UNDER THIS SUBPART, OR THE ARTICLES OF
23 INCORPORATION OF EACH NEW CORPORATION SET FORTH THEREIN, SHALL
24 BE DEEMED TO BE THE ARTICLES OF INCORPORATION OF EACH NEW
25 CORPORATION.
26 (F) DIRECTORS AND OFFICERS.--UNLESS OTHERWISE PROVIDED IN
27 THE PLAN, THE DIRECTORS AND OFFICERS OF THE DIVIDING CORPORATION
28 SHALL BE THE INITIAL DIRECTORS AND OFFICERS OF EACH OF THE
29 RESULTING CORPORATIONS.
30 SUBCHAPTER E
19870S1200B2515 - 270 -
1 CONVERSION
2 SEC.
3 1961. CONVERSION AUTHORIZED.
4 1962. PROPOSAL AND ADOPTION OF PLAN OF CONVERSION.
5 1963. ARTICLES OF CONVERSION.
6 1964. FILING OF ARTICLES OF CONVERSION.
7 1965. EFFECTIVE DATE OF CONVERSION.
8 1966. EFFECT OF CONVERSION.
9 § 1961. CONVERSION AUTHORIZED.
10 (A) GENERAL RULE.--ANY BUSINESS CORPORATION MAY, IN THE
11 MANNER PROVIDED IN THIS SUBCHAPTER, BE CONVERTED INTO A
12 NONPROFIT CORPORATION, DESIGNATED IN THIS SUBCHAPTER AS THE
13 RESULTING CORPORATION.
14 (B) EXCEPTIONS.--THIS SUBCHAPTER SHALL NOT AUTHORIZE ANY
15 CONVERSION INVOLVING:
16 (1) BENEFICIAL, BENEVOLENT, FRATERNAL OR FRATERNAL
17 BENEFIT SOCIETIES HAVING A LODGE SYSTEM AND A REPRESENTATIVE
18 FORM OF GOVERNMENT, OR TRANSACTING ANY TYPE OF INSURANCE
19 WHATSOEVER.
20 (2) ANY CORPORATION THAT BY THE LAWS OF THIS
21 COMMONWEALTH IS SUBJECT TO THE SUPERVISION OF THE DEPARTMENT
22 OF BANKING, THE INSURANCE DEPARTMENT OR THE PENNSYLVANIA
23 PUBLIC UTILITY COMMISSION, UNLESS THE AGENCY EXPRESSLY
24 APPROVES THE TRANSACTION IN WRITING.
25 § 1962. PROPOSAL AND ADOPTION OF PLAN OF CONVERSION.
26 (A) PREPARATION OF PLAN.--A PLAN OF CONVERSION SHALL BE
27 PREPARED, SETTING FORTH:
28 (1) THE TERMS AND CONDITIONS OF THE CONVERSION.
29 (2) A RESTATEMENT OF THE ARTICLES OF THE RESULTING
30 CORPORATION, WHICH ARTICLES SHALL COMPLY WITH THE
19870S1200B2515 - 271 -
1 REQUIREMENTS OF THIS PART RELATING TO NONPROFIT CORPORATIONS.
2 (3) ANY PROVISIONS DESIRED PROVIDING SPECIAL TREATMENT
3 OF SHARES HELD BY ANY SHAREHOLDER OR GROUP OF SHAREHOLDERS.
4 (4) SUCH OTHER PROVISIONS AS ARE DEEMED DESIRABLE.
5 ANY OF THE TERMS OF THE PLAN MAY BE MADE DEPENDENT UPON FACTS
6 ASCERTAINABLE OUTSIDE OF THE PLAN IF THE MANNER IN WHICH THE
7 FACTS WILL OPERATE UPON THE TERMS OF THE PLAN IS SET FORTH IN
8 THE PLAN.
9 (B) PROPOSAL AND ADOPTION.--THE PLAN OF CONVERSION SHALL BE
10 PROPOSED AND ADOPTED, AND MAY BE TERMINATED, BY THE BUSINESS
11 CORPORATION IN THE MANNER PROVIDED FOR THE PROPOSAL, ADOPTION
12 AND TERMINATION OF A PLAN OF MERGER IN SUBCHAPTER C (RELATING TO
13 MERGER, CONSOLIDATION, SHARE EXCHANGES AND SALE OF ASSETS),
14 EXCEPT SECTION 1924(B) (RELATING TO ADOPTION BY BOARD OF
15 DIRECTORS). THERE SHALL BE INCLUDED IN, OR ENCLOSED WITH, THE
16 NOTICE OF MEETING OF SHAREHOLDERS OF THE BUSINESS CORPORATION
17 CALLED TO ACT UPON THE PLAN A COPY OR A SUMMARY OF THE PLAN AND
18 OF SUBCHAPTER D OF CHAPTER 15 (RELATING TO DISSENTERS RIGHTS)
19 AND OF SUBSECTION (C).
20 (C) DISSENTERS RIGHTS IN CONVERSION.--ANY SHAREHOLDER OF A
21 BUSINESS CORPORATION THAT ADOPTS A PLAN OF CONVERSION INTO A
22 NONPROFIT CORPORATION WHO OBJECTS TO THE PLAN OF CONVERSION AND
23 COMPLIES WITH THE PROVISIONS OF SUBCHAPTER D OF CHAPTER 15 SHALL
24 BE ENTITLED TO THE RIGHTS AND REMEDIES OF DISSENTING
25 SHAREHOLDERS THEREIN PROVIDED.
26 § 1963. ARTICLES OF CONVERSION.
27 UPON THE ADOPTION OF A PLAN OF CONVERSION BY THE BUSINESS
28 CORPORATION DESIRING TO CONVERT, AS PROVIDED IN THIS SUBCHAPTER,
29 ARTICLES OF CONVERSION SHALL BE EXECUTED BY THE CORPORATION AND
30 SHALL SET FORTH:
19870S1200B2515 - 272 -
1 (1) THE NAME OF THE CORPORATION AND, SUBJECT TO SECTION
2 109 (RELATING TO NAME OF COMMERCIAL REGISTERED OFFICE
3 PROVIDER IN LIEU OF REGISTERED ADDRESS), THE ADDRESS,
4 INCLUDING STREET AND NUMBER, IF ANY, OF ITS REGISTERED
5 OFFICE.
6 (2) THE STATUTE UNDER WHICH THE CORPORATION WAS
7 INCORPORATED AND THE DATE OF INCORPORATION.
8 (3) IF THE PLAN IS TO BE EFFECTIVE ON A SPECIFIED DATE,
9 THE HOUR, IF ANY, AND THE MONTH, DAY AND YEAR OF THE
10 EFFECTIVE DATE.
11 (4) THE MANNER IN WHICH THE PLAN WAS ADOPTED BY THE
12 CORPORATION.
13 (5) EXCEPT AS PROVIDED IN SECTION 1901 (RELATING TO
14 OMISSION OF CERTAIN PROVISIONS FROM FILED PLANS), THE PLAN OF
15 CONVERSION.
16 § 1964. FILING OF ARTICLES OF CONVERSION.
17 (A) GENERAL RULE.--THE ARTICLES OF CONVERSION SHALL BE FILED
18 IN THE DEPARTMENT OF STATE.
19 (B) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
20 STATEMENT).
21 § 1965. EFFECTIVE DATE OF CONVERSION.
22 UPON THE FILING OF ARTICLES OF CONVERSION IN THE DEPARTMENT
23 OF STATE OR UPON THE EFFECTIVE DATE SPECIFIED IN THE PLAN OF
24 CONVERSION, WHICHEVER IS LATER, THE CONVERSION SHALL BECOME
25 EFFECTIVE.
26 § 1966. EFFECT OF CONVERSION.
27 UPON THE CONVERSION BECOMING EFFECTIVE, THE CONVERTING
28 BUSINESS CORPORATION SHALL BE DEEMED TO BE A NONPROFIT
29 CORPORATION SUBJECT TO THE PROVISIONS OF THIS PART RELATING TO
30 NONPROFIT CORPORATIONS FOR ALL PURPOSES, SHALL CEASE TO BE A
19870S1200B2515 - 273 -
1 BUSINESS CORPORATION AND SHALL NOT THEREAFTER OPERATE IN ANY
2 MANNER RESULTING IN PECUNIARY PROFIT, INCIDENTAL OR OTHERWISE,
3 TO ITS MEMBERS OR SHAREHOLDERS. THE CORPORATION SHALL REMAIN
4 LIABLE FOR ALL EXISTING OBLIGATIONS, PUBLIC OR PRIVATE, AND
5 TAXES DUE THE COMMONWEALTH OR ANY OTHER TAXING AUTHORITY FOR
6 PERIODS PRIOR TO THE EFFECTIVE DATE OF THE CONVERSION AND, AS A
7 NONPROFIT CORPORATION, IT SHALL CONTINUE TO BE ENTITLED TO ALL
8 ASSETS THERETOFORE PERTAINING TO IT AS A BUSINESS CORPORATION.
9 SUBCHAPTER F
10 VOLUNTARY DISSOLUTION AND WINDING UP
11 SEC.
12 1971. VOLUNTARY DISSOLUTION BY SHAREHOLDERS OR INCORPORATORS.
13 1972. PROPOSAL OF VOLUNTARY DISSOLUTION.
14 1973. NOTICE OF MEETING OF SHAREHOLDERS.
15 1974. ADOPTION OF PROPOSAL.
16 1975. WINDING UP IN VOLUNTARY DISSOLUTION PROCEEDINGS.
17 1976. JUDICIAL SUPERVISION OF PROCEEDINGS.
18 1977. ARTICLES OF DISSOLUTION.
19 1978. WINDING UP OF CORPORATION UPON THE EXPIRATION OF ITS
20 PERIOD OF DURATION.
21 1979. SURVIVAL OF REMEDIES AND RIGHTS AFTER DISSOLUTION.
22 1980. DISSOLUTION BY DOMESTICATION.
23 § 1971. VOLUNTARY DISSOLUTION BY SHAREHOLDERS OR INCORPORATORS.
24 (A) GENERAL RULE.--THE SHAREHOLDERS OR INCORPORATORS OF A
25 BUSINESS CORPORATION THAT HAS NOT COMMENCED BUSINESS MAY EFFECT
26 THE DISSOLUTION OF THE CORPORATION BY FILING ARTICLES OF
27 DISSOLUTION IN THE DEPARTMENT OF STATE. THE ARTICLES OF
28 DISSOLUTION SHALL BE EXECUTED IN THE NAME OF THE CORPORATION BY
29 A MAJORITY OF THE INCORPORATORS OR A MAJORITY IN INTEREST OF THE
30 SHAREHOLDERS AND SHALL SET FORTH:
19870S1200B2515 - 274 -
1 (1) THE NAME OF THE CORPORATION AND, SUBJECT TO SECTION
2 109 (RELATING TO NAME OF COMMERCIAL REGISTERED OFFICE
3 PROVIDER IN LIEU OF REGISTERED ADDRESS), THE ADDRESS,
4 INCLUDING STREET AND NUMBER, IF ANY, OF ITS REGISTERED
5 OFFICE.
6 (2) THE STATUTE UNDER WHICH THE CORPORATION WAS
7 INCORPORATED AND THE DATE OF INCORPORATION.
8 (3) THAT THE CORPORATION HAS NOT COMMENCED BUSINESS.
9 (4) THAT THE AMOUNT, IF ANY, ACTUALLY PAID IN ON
10 SUBSCRIPTIONS FOR ITS SHARES, LESS ANY PART THEREOF DISBURSED
11 FOR NECESSARY EXPENSES, HAS BEEN RETURNED TO THOSE ENTITLED
12 THERETO.
13 (5) THAT ALL LIABILITIES OF THE CORPORATION HAVE BEEN
14 DISCHARGED OR THAT ADEQUATE PROVISION HAS BEEN MADE THEREFOR.
15 (6) THAT A MAJORITY OF THE INCORPORATORS OR A MAJORITY
16 IN INTEREST OF THE SHAREHOLDERS ELECT THAT THE CORPORATION BE
17 DISSOLVED.
18 (B) FILING.--THE ARTICLES OF DISSOLUTION SHALL BE FILED IN
19 THE DEPARTMENT OF STATE. SEE SECTION 134 (RELATING TO DOCKETING
20 STATEMENT).
21 (C) EFFECT.--UPON THE FILING OF THE ARTICLES OF DISSOLUTION,
22 THE EXISTENCE OF THE CORPORATION SHALL CEASE.
23 § 1972. PROPOSAL OF VOLUNTARY DISSOLUTION.
24 ANY BUSINESS CORPORATION THAT HAS COMMENCED BUSINESS MAY
25 ELECT TO DISSOLVE VOLUNTARILY, AND WIND UP ITS AFFAIRS IN THE
26 MANNER PROVIDED IN THIS SUBCHAPTER. VOLUNTARY DISSOLUTION SHALL
27 BE PROPOSED BY THE ADOPTION BY THE BOARD OF DIRECTORS OF A
28 RESOLUTION RECOMMENDING THAT THE CORPORATION BE DISSOLVED
29 VOLUNTARILY. THE BOARD OF DIRECTORS SHALL DIRECT THAT THE
30 QUESTION OF DISSOLUTION BE SUBMITTED TO A VOTE OF THE
19870S1200B2515 - 275 -
1 SHAREHOLDERS OF THE CORPORATION ENTITLED TO VOTE THEREON AT A
2 REGULAR OR SPECIAL MEETING OF THE SHAREHOLDERS.
3 § 1973. NOTICE OF MEETING OF SHAREHOLDERS.
4 (A) GENERAL RULE.--WRITTEN NOTICE OF THE MEETING OF
5 SHAREHOLDERS CALLED FOR THE PURPOSE OF CONSIDERING THE
6 ADVISABILITY OF VOLUNTARILY DISSOLVING A BUSINESS CORPORATION
7 SHALL BE GIVEN TO EACH SHAREHOLDER OF RECORD ENTITLED TO VOTE
8 THEREON AND THE PURPOSE SHALL BE INCLUDED IN THE NOTICE OF THE
9 MEETING.
10 (B) CROSS REFERENCE.--SEE SUBCHAPTER A OF CHAPTER 17
11 (RELATING TO NOTICE AND MEETINGS GENERALLY).
12 § 1974. ADOPTION OF PROPOSAL.
13 (A) GENERAL RULE.--THE RESOLUTION SHALL BE ADOPTED UPON
14 RECEIVING A MAJORITY OF THE VOTES CAST BY ALL SHAREHOLDERS OF
15 THE BUSINESS CORPORATION ENTITLED TO VOTE THEREON AND, IF ANY
16 CLASS OF SHARES IS ENTITLED TO VOTE THEREON AS A CLASS, A
17 MAJORITY OF THE VOTES CAST IN EACH CLASS VOTE. A PROPOSAL FOR
18 THE VOLUNTARY DISSOLUTION OF A CORPORATION SHALL NOT BE DEEMED
19 TO HAVE BEEN ADOPTED BY THE CORPORATION UNLESS IT HAS ALSO BEEN
20 RECOMMENDED BY RESOLUTION OF THE BOARD OF DIRECTORS, REGARDLESS
21 OF THE FACT THAT THE BOARD HAS DIRECTED OR SUFFERED THE
22 SUBMISSION OF SUCH A PROPOSAL TO THE SHAREHOLDERS FOR ACTION.
23 (B) TERMINATION OF PROPOSAL.--PRIOR TO THE TIME WHEN
24 ARTICLES OF DISSOLUTION ARE FILED IN THE DEPARTMENT OF STATE,
25 THE PROPOSAL MAY BE TERMINATED PURSUANT TO PROVISIONS THEREFOR,
26 IF ANY, SET FORTH IN THE RESOLUTION.
27 (C) ACTION RESCINDING ELECTION TO DISSOLVE.--PRIOR TO THE
28 TIME WHEN ARTICLES OF DISSOLUTION ARE FILED IN THE DEPARTMENT,
29 ANY BUSINESS CORPORATION MAY RESCIND ITS ELECTION TO DISSOLVE IN
30 THE SAME MANNER AND BY THE SAME PROCEDURE AS THAT PROVIDED IN
19870S1200B2515 - 276 -
1 THIS SUBCHAPTER FOR THE ELECTION OF A CORPORATION TO DISSOLVE
2 VOLUNTARILY.
3 § 1975. WINDING UP IN VOLUNTARY DISSOLUTION PROCEEDINGS.
4 (A) POWERS OF BOARD.--THE BOARD OF DIRECTORS OF A BUSINESS
5 CORPORATION SHALL HAVE FULL POWER TO WIND UP AND SETTLE THE
6 AFFAIRS OF A BUSINESS CORPORATION IN THE EVENT OF A VOLUNTARY
7 DISSOLUTION PROCEEDING.
8 (B) NOTICE TO CREDITORS AND TAXING AUTHORITIES.--AFTER THE
9 APPROVAL BY THE SHAREHOLDERS OF THE PROPOSAL THAT THE
10 CORPORATION DISSOLVE VOLUNTARILY, THE CORPORATION SHALL
11 IMMEDIATELY CAUSE NOTICE OF THE WINDING UP PROCEEDINGS TO BE
12 OFFICIALLY PUBLISHED AND TO BE MAILED BY CERTIFIED OR REGISTERED
13 MAIL TO EACH KNOWN CREDITOR AND CLAIMANT AND TO EACH MUNICIPAL
14 CORPORATION IN WHICH ITS REGISTERED OFFICE OR PRINCIPAL PLACE OF
15 BUSINESS IN THIS COMMONWEALTH IS LOCATED.
16 (C) WINDING UP AND DISTRIBUTION.--THE CORPORATION SHALL, AS
17 SPEEDILY AS POSSIBLE, PROCEED TO COLLECT ALL SUMS DUE IT,
18 CONVERT INTO CASH ALL CORPORATE ASSETS THE CONVERSION OF WHICH
19 INTO CASH IS REQUIRED TO DISCHARGE ITS LIABILITIES AND, OUT OF
20 THE ASSETS OF THE CORPORATION, DISCHARGE OR MAKE ADEQUATE
21 PROVISION FOR THE DISCHARGE OF ALL LIABILITIES OF THE
22 CORPORATION, ACCORDING TO THEIR RESPECTIVE PRIORITIES. ANY
23 SURPLUS REMAINING AFTER PAYING OR PROVIDING FOR ALL LIABILITIES
24 OF THE CORPORATION SHALL BE DISTRIBUTED TO THE SHAREHOLDERS
25 ACCORDING TO THEIR RESPECTIVE RIGHTS AND PREFERENCES.
26 § 1976. JUDICIAL SUPERVISION OF PROCEEDINGS.
27 A BUSINESS CORPORATION, AT ANY TIME DURING THE WINDING UP
28 PROCEEDINGS, MAY APPLY TO THE COURT TO HAVE THE PROCEEDINGS
29 CONTINUED UNDER THE SUPERVISION OF THE COURT AND THEREAFTER THE
30 PROCEEDINGS SHALL CONTINUE UNDER THE SUPERVISION OF THE COURT AS
19870S1200B2515 - 277 -
1 PROVIDED IN SUBCHAPTER G (RELATING TO INVOLUNTARY LIQUIDATION
2 AND DISSOLUTION).
3 § 1977. ARTICLES OF DISSOLUTION.
4 (A) PREPARATION OF ARTICLES.--WHEN ALL LIABILITIES OF THE
5 BUSINESS CORPORATION HAVE BEEN DISCHARGED, OR ADEQUATE PROVISION
6 HAS BEEN MADE THEREFOR, AND ALL OF THE REMAINING ASSETS OF THE
7 CORPORATION HAVE BEEN DISTRIBUTED AS PROVIDED IN THIS
8 SUBCHAPTER, OR IN CASE ITS ASSETS ARE NOT SUFFICIENT TO
9 DISCHARGE ITS LIABILITIES, WHEN ALL THE ASSETS HAVE BEEN FAIRLY
10 AND EQUITABLY APPLIED, AS FAR AS THEY WILL GO, TO THE PAYMENT OF
11 SUCH LIABILITIES, ARTICLES OF DISSOLUTION SHALL BE EXECUTED BY
12 THE CORPORATION AND SHALL SET FORTH:
13 (1) THE NAME OF THE CORPORATION AND, SUBJECT TO SECTION
14 109 (RELATING TO NAME OF COMMERCIAL REGISTERED OFFICE
15 PROVIDER IN LIEU OF REGISTERED ADDRESS), THE ADDRESS,
16 INCLUDING STREET AND NUMBER, IF ANY, OF ITS REGISTERED
17 OFFICE.
18 (2) THE STATUTE UNDER WHICH THE CORPORATION WAS
19 INCORPORATED AND THE DATE OF INCORPORATION.
20 (3) THE NAMES AND RESPECTIVE ADDRESSES, INCLUDING STREET
21 AND NUMBER, IF ANY, OF ITS DIRECTORS AND OFFICERS.
22 (4) THE MANNER IN WHICH THE PROPOSAL TO DISSOLVE
23 VOLUNTARILY WAS ADOPTED BY THE CORPORATION.
24 (5) A STATEMENT:
25 (I) THAT ALL LIABILITIES OF THE CORPORATION HAVE
26 BEEN DISCHARGED OR THAT ADEQUATE PROVISION HAS BEEN MADE
27 THEREFOR; OR
28 (II) THAT THE ASSETS OF THE CORPORATION ARE NOT
29 SUFFICIENT TO DISCHARGE ITS LIABILITIES, AND THAT ALL THE
30 ASSETS OF THE CORPORATION HAVE BEEN FAIRLY AND EQUITABLY
19870S1200B2515 - 278 -
1 APPLIED, AS FAR AS THEY WILL GO, TO THE PAYMENT OF SUCH
2 LIABILITIES.
3 AN ELECTION BY THE CORPORATION TO PROCEED UNDER SUBCHAPTER H
4 (RELATING TO POSTDISSOLUTION CLAIMS) SHALL CONSTITUTE THE
5 MAKING OF ADEQUATE PROVISION FOR THE LIABILITIES OF THE
6 CORPORATION.
7 (6) A STATEMENT:
8 (I) THAT ALL THE REMAINING ASSETS OF THE
9 CORPORATION, IF ANY, HAVE BEEN DISTRIBUTED AS PROVIDED IN
10 THE BUSINESS CORPORATION LAW OF 1988; OR
11 (II) THAT THE CORPORATION HAS ELECTED TO PROCEED
12 UNDER SUBCHAPTER H AND THAT ANY REMAINING ASSETS OF THE
13 CORPORATION WILL BE DISTRIBUTED AS PROVIDED IN THAT
14 SUBCHAPTER.
15 (7) A STATEMENT THAT NO ACTIONS OR PROCEEDINGS ARE
16 PENDING AGAINST THE CORPORATION IN ANY COURT, OR THAT
17 ADEQUATE PROVISION HAS BEEN MADE FOR THE SATISFACTION OF ANY
18 JUDGMENT OR DECREE THAT MAY BE OBTAINED AGAINST THE
19 CORPORATION IN EACH PENDING ACTION OR PROCEEDING.
20 (8) A STATEMENT THAT NOTICE OF THE WINDING-UP
21 PROCEEDINGS OF THE CORPORATION WAS MAILED BY CERTIFIED OR
22 REGISTERED MAIL TO EACH KNOWN CREDITOR AND CLAIMANT AND TO
23 EACH MUNICIPAL CORPORATION IN WHICH THE REGISTERED OFFICE OR
24 PRINCIPAL PLACE OF BUSINESS OF THE CORPORATION IN THIS
25 COMMONWEALTH IS LOCATED.
26 (B) FILING.--THE ARTICLES OF DISSOLUTION AND THE
27 CERTIFICATES OR STATEMENT REQUIRED BY SECTION 139 (RELATING TO
28 TAX CLEARANCE OF CERTAIN FUNDAMENTAL TRANSACTIONS) SHALL BE
29 FILED IN THE DEPARTMENT OF STATE. SEE SECTION 134 (RELATING TO
30 DOCKETING STATEMENT).
19870S1200B2515 - 279 -
1 (C) EFFECT.--UPON THE FILING OF THE ARTICLES OF DISSOLUTION
2 IN THE DEPARTMENT, THE EXISTENCE OF THE CORPORATION SHALL CEASE.
3 § 1978. WINDING UP OF CORPORATION UPON THE EXPIRATION OF ITS
4 PERIOD OF DURATION.
5 EVERY BUSINESS CORPORATION THAT IS DISSOLVED BY EXPIRATION OF
6 ITS PERIOD OF DURATION SHALL, NEVERTHELESS, CONTINUE TO EXIST
7 FOR THE PURPOSE OF WINDING UP ITS AFFAIRS, PROSECUTING AND
8 DEFENDING ACTIONS OR PROCEEDINGS BY OR AGAINST IT, COLLECTING
9 AND DISCHARGING OBLIGATIONS, DISPOSING OF AND CONVEYING ITS
10 PROPERTY AND COLLECTING AND DIVIDING ITS ASSETS, BUT NOT FOR THE
11 PURPOSE OF CONTINUING BUSINESS EXCEPT INSOFAR AS NECESSARY FOR
12 THE WINDING UP OF THE CORPORATION. THE BOARD OF DIRECTORS OF THE
13 CORPORATION SHALL CONTINUE AS SUCH AND SHALL HAVE FULL POWER TO
14 WIND UP THE AFFAIRS OF THE CORPORATION.
15 § 1979. SURVIVAL OF REMEDIES AND RIGHTS AFTER DISSOLUTION.
16 (A) GENERAL RULE.--THE DISSOLUTION OF A BUSINESS
17 CORPORATION, EITHER UNDER THIS SUBCHAPTER OR UNDER SUBCHAPTER G
18 (RELATING TO INVOLUNTARY LIQUIDATION AND DISSOLUTION) OR BY
19 EXPIRATION OF ITS PERIOD OF DURATION OR OTHERWISE, SHALL NOT <--
20 ELIMINATE NOR IMPAIR ANY REMEDY AVAILABLE TO OR AGAINST THE
21 CORPORATION OR ITS DIRECTORS, OFFICERS OR SHAREHOLDERS FOR ANY
22 RIGHT OR CLAIM EXISTING, OR LIABILITY INCURRED, PRIOR TO THE
23 DISSOLUTION, IF AN ACTION OR PROCEEDING THEREON IS BROUGHT ON
24 BEHALF OF:
25 (1) THE CORPORATION WITHIN THE TIME OTHERWISE LIMITED BY
26 LAW; OR
27 (2) ANY OTHER PERSON BEFORE OR WITHIN TWO YEARS AFTER
28 THE DATE OF THE DISSOLUTION OR WITHIN THE TIME OTHERWISE
29 LIMITED BY THIS SUBPART OR OTHER PROVISION OF LAW, WHICHEVER
30 IS LESS. SEE SECTIONS 1987 (RELATING TO PROOF OF CLAIMS),
19870S1200B2515 - 280 -
1 1993 (RELATING TO ACCEPTANCE OR REJECTION OF MATURED CLAIMS)
2 AND 1994 (RELATING TO DISPOSITION OF UNMATURED CLAIMS).
3 THE ACTIONS OR PROCEEDINGS MAY BE PROSECUTED AGAINST AND
4 DEFENDED BY THE CORPORATION IN ITS CORPORATE NAME.
5 (B) RIGHTS AND ASSETS.--THE DISSOLUTION OF A BUSINESS
6 CORPORATION SHALL NOT AFFECT THE LIMITED LIABILITY OF A
7 SHAREHOLDER OF THE CORPORATION THERETOFORE EXISTING WITH RESPECT
8 TO TRANSACTIONS OCCURRING OR ACTS OR OMISSIONS DONE OR OMITTED
9 IN THE NAME OF OR BY THE CORPORATION EXCEPT THAT, SUBJECT TO
10 SECTION 1998 (RELATING TO LIABILITY OF SHAREHOLDERS), IF
11 APPLICABLE, EACH SHAREHOLDER SHALL BE LIABLE FOR HIS PRO RATA
12 PORTION OF THE UNPAID LIABILITIES OF THE CORPORATION UP TO THE
13 AMOUNT OF THE NET ASSETS OF THE CORPORATION DISTRIBUTED TO THE
14 SHAREHOLDER IN CONNECTION WITH THE DISSOLUTION. SHOULD ANY
15 PROPERTY RIGHT OF A CORPORATION BE DISCOVERED AFTER THE
16 DISSOLUTION OF THE CORPORATION, THE SURVIVING MEMBER OR MEMBERS
17 OF THE BOARD OF DIRECTORS THAT WOUND UP THE AFFAIRS OF THE
18 CORPORATION, OR A RECEIVER APPOINTED BY THE COURT, SHALL HAVE
19 AUTHORITY TO ENFORCE THE PROPERTY RIGHT AND TO COLLECT AND
20 DIVIDE THE ASSETS SO DISCOVERED AMONG THE PERSONS ENTITLED
21 THERETO AND TO PROSECUTE ACTIONS OR PROCEEDINGS IN THE CORPORATE
22 NAME OF THE CORPORATION. ANY ASSETS SO COLLECTED SHALL BE
23 DISTRIBUTED AND DISPOSED OF IN ACCORDANCE WITH THE APPLICABLE
24 ORDER OF COURT, IF ANY, AND OTHERWISE IN ACCORDANCE WITH THIS
25 SUBCHAPTER.
26 § 1980. DISSOLUTION BY DOMESTICATION.
27 WHENEVER A DOMESTIC BUSINESS CORPORATION HAS DOMESTICATED
28 ITSELF UNDER THE LAWS OF ANOTHER JURISDICTION BY ACTION SIMILAR
29 TO THAT PROVIDED BY SECTION 4161 (RELATING TO DOMESTICATION) AND
30 HAS AUTHORIZED THAT ACTION BY THE VOTE REQUIRED BY THIS
19870S1200B2515 - 281 -
1 SUBCHAPTER FOR THE APPROVAL OF A PROPOSAL THAT THE CORPORATION
2 DISSOLVE VOLUNTARILY, THE CORPORATION MAY SURRENDER ITS CHARTER
3 UNDER THE LAWS OF THIS COMMONWEALTH BY FILING IN THE DEPARTMENT
4 OF STATE ARTICLES OF DISSOLUTION UNDER THIS SUBCHAPTER
5 CONTAINING THE STATEMENTS SPECIFIED BY SECTION 1977(A)(1)
6 THROUGH (4) (RELATING TO PREPARATION OF ARTICLES).
7 SUBCHAPTER G
8 INVOLUNTARY LIQUIDATION AND DISSOLUTION
9 SEC.
10 1981. PROCEEDINGS UPON APPLICATION OF SHAREHOLDER OR DIRECTOR.
11 1982. PROCEEDINGS UPON APPLICATION OF CREDITOR.
12 1983. (RESERVED).
13 1984. APPOINTMENT OF RECEIVER PENDENTE LITE AND OTHER INTERIM
14 POWERS.
15 1985. LIQUIDATING RECEIVER.
16 1986. QUALIFICATIONS OF RECEIVERS.
17 1987. PROOF OF CLAIMS.
18 1988. DISCONTINUANCE OF PROCEEDINGS; REORGANIZATION.
19 1989. ARTICLES OF INVOLUNTARY DISSOLUTION.
20 § 1981. PROCEEDINGS UPON APPLICATION OF SHAREHOLDER OR
21 DIRECTOR.
22 (A) GENERAL RULE.--UPON APPLICATION FILED BY A SHAREHOLDER <--
23 OR DIRECTOR OF A BUSINESS CORPORATION, THE COURT MAY ENTERTAIN
24 PROCEEDINGS FOR THE INVOLUNTARY WINDING UP AND DISSOLUTION OF
25 THE CORPORATION WHEN ANY ONE OF THE FOLLOWING IS MADE TO APPEAR:
26 (1) THE ACTS OF THE DIRECTORS, OR THOSE IN CONTROL OF
27 THE CORPORATION, ARE ILLEGAL, OPPRESSIVE OR FRAUDULENT AND
28 THAT IT IS BENEFICIAL TO THE INTERESTS OF THE SHAREHOLDERS
29 THAT THE CORPORATION BE WOUND UP AND DISSOLVED.
30 (2) THE CORPORATE ASSETS ARE BEING MISAPPLIED OR WASTED
19870S1200B2515 - 282 -
1 AND THAT IT IS BENEFICIAL TO THE INTERESTS OF THE
2 SHAREHOLDERS THAT THE CORPORATION BE WOUND UP AND DISSOLVED.
3 (3) THE DIRECTORS ARE DEADLOCKED IN THE DIRECTION OF THE
4 MANAGEMENT OF THE BUSINESS AND AFFAIRS OF THE CORPORATION AND
5 THE SHAREHOLDERS ARE UNABLE TO BREAK THE DEADLOCK AND THAT
6 IRREPARABLE INJURY TO THE CORPORATION IS BEING SUFFERED OR IS
7 THREATENED BY REASON THEREOF. THE COURT SHALL NOT APPOINT A
8 RECEIVER OR GRANT OTHER SIMILAR RELIEF UNDER THIS PARAGRAPH
9 IF THE SHAREHOLDERS BY AGREEMENT OR OTHERWISE HAVE PROVIDED
10 FOR THE APPOINTMENT OF A PROVISIONAL DIRECTOR OR OTHER MEANS
11 FOR THE RESOLUTION OF A DEADLOCK BUT THE COURT SHALL ENFORCE
12 THE REMEDY SO PROVIDED IF APPROPRIATE.
13 (B) CROSS REFERENCE.--SEE SECTION 2536 (RELATING TO <--
14 APPLICATION BY DIRECTOR FOR INVOLUNTARY DISSOLUTION).
15 § 1982. PROCEEDINGS UPON APPLICATION OF CREDITOR.
16 UPON APPLICATION FILED BY A CREDITOR OF A BUSINESS
17 CORPORATION WHOSE CLAIM HAS EITHER BEEN REDUCED TO JUDGMENT AND
18 AN EXECUTION THEREON RETURNED UNSATISFIED OR WHOSE CLAIM IS
19 ADMITTED BY THE CORPORATION, THE COURT MAY ENTERTAIN PROCEEDINGS
20 FOR THE INVOLUNTARY WINDING UP AND DISSOLUTION OF THE
21 CORPORATION WHEN, IN EITHER CASE, IT IS MADE TO APPEAR THAT THE
22 CORPORATION IS UNABLE TO DISCHARGE ITS LIABILITIES IN THE
23 REGULAR COURSE OF BUSINESS, AS THEY MATURE, OR IS UNABLE TO
24 AFFORD REASONABLE SECURITY TO THOSE WHO MAY DEAL WITH IT.
25 § 1983. (RESERVED).
26 § 1984. APPOINTMENT OF RECEIVER PENDENTE LITE AND OTHER INTERIM
27 POWERS.
28 UPON THE FILING OF AN APPLICATION UNDER THIS SUBCHAPTER, THE
29 COURT MAY ISSUE INJUNCTIONS, APPOINT A RECEIVER PENDENTE LITE
30 WITH SUCH POWERS AND DUTIES AS THE COURT FROM TIME TO TIME MAY
19870S1200B2515 - 283 -
1 DIRECT AND PROCEED AS MAY BE REQUISITE TO PRESERVE THE CORPORATE
2 ASSETS WHEREVER SITUATED AND TO CARRY ON THE BUSINESS OF THE
3 CORPORATION UNTIL A FULL HEARING CAN BE HAD.
4 § 1985. LIQUIDATING RECEIVER.
5 UPON A HEARING, AFTER SUCH NOTICE AS THE COURT MAY DIRECT TO
6 BE GIVEN TO ALL PARTIES TO THE PROCEEDING AND TO ANY OTHER
7 PARTIES IN INTEREST DESIGNATED BY THE COURT, THE COURT MAY
8 APPOINT A LIQUIDATING RECEIVER WITH AUTHORITY TO COLLECT THE
9 ASSETS OF THE CORPORATION. THE LIQUIDATING RECEIVER SHALL HAVE
10 AUTHORITY, SUBJECT TO THE ORDER OF THE COURT, TO DISPOSE OF ALL
11 OR ANY PART OF THE ASSETS OF THE CORPORATION WHEREVER SITUATED,
12 EITHER AT PUBLIC OR PRIVATE SALE. THE ASSETS OF THE CORPORATION,
13 OR THE PROCEEDS RESULTING FROM A DISPOSITION THEREOF, SHALL BE
14 APPLIED TO THE EXPENSES OF THE LIQUIDATION AND TO THE PAYMENT OF
15 THE LIABILITIES OF THE CORPORATION AND ANY REMAINING ASSETS OR
16 PROCEEDS SHALL BE DISTRIBUTED BY THE COURT IN THE MANNER
17 PROVIDED BY SECTION 1975(C) (RELATING TO WINDING UP AND
18 DISTRIBUTION). THE COURT MAY DIRECT THAT ANY OR ALL OF THE
19 PROVISIONS OF SUBCHAPTER H (RELATING TO POSTDISSOLUTION CLAIMS)
20 SHALL APPLY. THE ORDER APPOINTING THE LIQUIDATING RECEIVER SHALL
21 STATE HIS POWERS AND DUTIES. THE POWERS AND DUTIES MAY BE
22 INCREASED OR DIMINISHED AT ANY TIME DURING THE PROCEEDINGS. A
23 RECEIVER OF A CORPORATION APPOINTED UNDER THIS SECTION SHALL
24 HAVE AUTHORITY TO SUE AND DEFEND IN ALL COURTS IN HIS OWN NAME
25 AS RECEIVER OF THE CORPORATION. THE COURT APPOINTING THE
26 RECEIVER SHALL HAVE EXCLUSIVE JURISDICTION OF THE CORPORATION
27 AND ITS PROPERTY WHEREVER SITUATED.
28 § 1986. QUALIFICATIONS OF RECEIVERS.
29 A RECEIVER SHALL IN ALL CASES BE A NATURAL PERSON OF FULL AGE
30 OR A CORPORATION AUTHORIZED TO ACT AS RECEIVER, WHICH
19870S1200B2515 - 284 -
1 CORPORATION, IF SO AUTHORIZED, MAY BE A DOMESTIC CORPORATION FOR
2 PROFIT OR NOT-FOR-PROFIT OR A FOREIGN CORPORATION FOR PROFIT OR
3 NOT-FOR-PROFIT AUTHORIZED TO DO BUSINESS IN THIS COMMONWEALTH,
4 AND SHALL GIVE SUCH BOND, IF ANY, AS THE COURT MAY DIRECT, WITH
5 SUCH SURETIES, IF ANY, AS THE COURT MAY REQUIRE.
6 § 1987. PROOF OF CLAIMS.
7 (A) GENERAL RULE.--IN A PROCEEDING UNDER THIS SUBCHAPTER,
8 THE COURT MAY REQUIRE ALL CREDITORS OF THE BUSINESS CORPORATION
9 TO FILE WITH THE OFFICE OF THE CLERK OF THE COURT OF COMMON
10 PLEAS OR WITH THE RECEIVER, IN SUCH FORM AS THE COURT MAY
11 PRESCRIBE, VERIFIED PROOFS OF THEIR RESPECTIVE CLAIMS. IF THE
12 COURT REQUIRES THE FILING OF CLAIMS, IT SHALL FIX A DATE, WHICH
13 SHALL NOT BE LESS THAN 120 DAYS FROM THE DATE OF THE ORDER, AS
14 THE LAST DAY FOR FILING OF CLAIMS AND SHALL PRESCRIBE THE NOTICE
15 THAT SHALL BE GIVEN TO CREDITORS AND CLAIMANTS OF THE DATE SO
16 FIXED. PRIOR TO OR AFTER THE DATE SO FIXED, THE COURT MAY EXTEND
17 THE TIME FOR THE FILING OF CLAIMS. CREDITORS AND CLAIMANTS WHO
18 DO NOT FILE PROOFS OF CLAIM ON OR BEFORE THE DATE SO FIXED MAY
19 BE BARRED, BY ORDER OF COURT, FROM PARTICIPATING IN THE
20 DISTRIBUTION OF THE ASSETS OF THE CORPORATION.
21 (B) CROSS REFERENCE.--SEE SECTION 1979 (RELATING TO SURVIVAL
22 OF REMEDIES AND RIGHTS AFTER DISSOLUTION).
23 § 1988. DISCONTINUANCE OF PROCEEDINGS; REORGANIZATION.
24 THE PROCEEDINGS UNDER THIS SUBCHAPTER MAY BE DISCONTINUED AT
25 ANY TIME WHEN IT IS ESTABLISHED THAT CAUSE FOR LIQUIDATION NO
26 LONGER EXISTS. IN THAT EVENT, THE COURT SHALL DISMISS THE
27 PROCEEDINGS AND DIRECT THE RECEIVER TO REDELIVER TO THE BUSINESS
28 CORPORATION ALL ITS REMAINING PROPERTY AND ASSETS.
29 § 1989. ARTICLES OF INVOLUNTARY DISSOLUTION.
30 (A) GENERAL RULE.--IN A PROCEEDING UNDER THIS SUBCHAPTER,
19870S1200B2515 - 285 -
1 THE COURT SHALL ENTER AN ORDER DISSOLVING THE BUSINESS
2 CORPORATION WHEN THE COSTS AND EXPENSES OF THE PROCEEDING AND
3 ALL LIABILITIES OF THE CORPORATION HAVE BEEN DISCHARGED, AND ALL
4 OF ITS REMAINING ASSETS HAVE BEEN DISTRIBUTED TO ITS
5 SHAREHOLDERS OR, IN CASE ITS ASSETS ARE NOT SUFFICIENT TO
6 DISCHARGE SUCH COSTS, EXPENSES AND LIABILITIES, WHEN ALL THE
7 ASSETS HAVE BEEN APPLIED, AS FAR AS THEY WILL GO, TO THE PAYMENT
8 OF SUCH COSTS, EXPENSES AND LIABILITIES.
9 (B) FILING.--AFTER ENTRY OF AN ORDER OF DISSOLUTION, THE
10 OFFICE OF THE CLERK OF THE COURT OF COMMON PLEAS SHALL PREPARE
11 AND EXECUTE ARTICLES OF DISSOLUTION SUBSTANTIALLY IN THE FORM
12 PROVIDED BY SECTION 1977 (RELATING TO ARTICLES OF DISSOLUTION),
13 ATTACH THERETO A CERTIFIED COPY OF THE ORDER AND TRANSMIT THE
14 ARTICLES AND ATTACHED ORDER TO THE DEPARTMENT OF STATE. A
15 CERTIFICATE OR STATEMENT PROVIDED FOR BY SECTION 139 (RELATING
16 TO TAX CLEARANCE OF CERTAIN FUNDAMENTAL TRANSACTIONS) SHALL NOT
17 BE REQUIRED AND THE DEPARTMENT SHALL NOT CHARGE A FEE IN
18 CONNECTION WITH THE FILING OF ARTICLES OF DISSOLUTION UNDER THIS
19 SECTION. SEE SECTION 134 (RELATING TO DOCKETING STATEMENT).
20 (C) EFFECT.--UPON THE FILING OF THE ARTICLES OF DISSOLUTION
21 IN THE DEPARTMENT, THE EXISTENCE OF THE CORPORATION SHALL CEASE.
22 SUBCHAPTER H
23 POSTDISSOLUTION CLAIMS
24 SEC.
25 1991. DEFINITION OF SUCCESSOR ENTITY.
26 1992. NOTICE TO CLAIMANTS.
27 1993. ACCEPTANCE OR REJECTION OF MATURED CLAIMS.
28 1994. DISPOSITION OF UNMATURED CLAIMS.
29 1995. COURT PROCEEDINGS.
30 1996. NO REVIVAL OR WAIVER.
19870S1200B2515 - 286 -
1 1997. PAYMENTS AND DISTRIBUTIONS.
2 1998. LIABILITY OF SHAREHOLDERS.
3 § 1991. DEFINITION OF SUCCESSOR ENTITY.
4 AS USED IN THIS SUBCHAPTER, THE TERM "SUCCESSOR ENTITY"
5 INCLUDES ANY TRUST, RECEIVERSHIP OR OTHER LEGAL ENTITY GOVERNED
6 BY THE LAWS OF THIS COMMONWEALTH OR ANY OTHER JURISDICTION TO
7 WHICH THE REMAINING ASSETS OF A DISSOLVED BUSINESS CORPORATION
8 ARE TRANSFERRED SUBJECT TO ITS LIABILITIES AND WHICH EXISTS
9 SOLELY FOR THE PURPOSES OF PROSECUTING AND DEFENDING ACTIONS, BY
10 OR AGAINST THE CORPORATION, ENABLING THE CORPORATION TO SETTLE
11 AND CLOSE ITS BUSINESS, TO DISPOSE OF AND CONVEY THE PROPERTY OF
12 THE CORPORATION, TO DISCHARGE THE LIABILITIES OF THE
13 CORPORATION, AND TO DISTRIBUTE TO THE SHAREHOLDERS OF THE
14 CORPORATION ANY REMAINING ASSETS, BUT NOT FOR THE PURPOSE OF
15 CONTINUING THE BUSINESS FOR WHICH THE CORPORATION WAS
16 INCORPORATED.
17 § 1992. NOTICE TO CLAIMANTS.
18 (A) GENERAL RULE.--AFTER A BUSINESS CORPORATION HAS BEEN
19 DISSOLVED IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THIS
20 CHAPTER, THE CORPORATION OR ANY SUCCESSOR ENTITY MAY GIVE NOTICE
21 OF THE DISSOLUTION REQUESTING ALL PERSONS HAVING A CLAIM AGAINST
22 THE CORPORATION TO PRESENT THEIR CLAIMS AGAINST THE CORPORATION
23 IN ACCORDANCE WITH THE NOTICE. THE NOTICE SHALL STATE:
24 (1) THAT ALL CLAIMS MUST BE PRESENTED IN WRITING AND
25 MUST CONTAIN SUFFICIENT INFORMATION REASONABLY TO INFORM THE
26 CORPORATION OR SUCCESSOR ENTITY OF THE IDENTITY OF THE
27 CLAIMANT AND THE SUBSTANCE OF THE CLAIM.
28 (2) THE MAILING ADDRESS TO WHICH A CLAIM MUST BE SENT.
29 (3) THE DATE BY WHICH A CLAIM MUST BE RECEIVED BY THE
30 CORPORATION OR SUCCESSOR ENTITY, WHICH DATE SHALL BE NOT LESS
19870S1200B2515 - 287 -
1 THAN 60 DAYS AFTER THE DATE THE NOTICE IS GIVEN.
2 (4) THAT THE CORPORATION OR A SUCCESSOR ENTITY MAY MAKE
3 DISTRIBUTION TO OTHER CLAIMANTS AND THE SHAREHOLDERS OF THE
4 CORPORATION OR PERSONS INTERESTED AS HAVING BEEN SUCH WITHOUT
5 FURTHER NOTICE TO THE CLAIMANT.
6 (B) UNMATURED CLAIMS.--THE CORPORATION OR SUCCESSOR ENTITY
7 ELECTING TO FOLLOW THE PROCEDURES SPECIFIED IN SUBSECTION (A)
8 SHALL ALSO GIVE NOTICE OF THE DISSOLUTION OF THE CORPORATION TO
9 PERSONS WITH CLAIMS CONTINGENT UPON THE OCCURRENCE OR
10 NONOCCURRENCE OF FUTURE EVENTS OR OTHERWISE CONDITIONAL OR
11 UNMATURED, AND SHALL REQUEST THAT SUCH PERSONS PRESENT THEIR
12 CLAIMS IN ACCORDANCE WITH THE TERMS OF THE NOTICE. THE NOTICE
13 SHALL BE IN SUBSTANTIALLY THE FORM SPECIFIED IN SUBSECTION (A).
14 (C) PUBLICATION AND SERVICE OF NOTICES.--THE NOTICES
15 REQUIRED BY THIS SECTION SHALL BE OFFICIALLY PUBLISHED AT LEAST
16 ONCE A WEEK FOR TWO CONSECUTIVE WEEKS AND, IN THE CASE OF A
17 CORPORATION HAVING $10,000,000 OR MORE IN TOTAL ASSETS AT THE
18 TIME OF ITS DISSOLUTION, AT LEAST ONCE IN ALL EDITIONS OF A
19 DAILY NEWSPAPER WITH A NATIONAL CIRCULATION. CONCURRENTLY WITH
20 OR PRECEDING THE PUBLICATION, THE CORPORATION OR SUCCESSOR
21 ENTITY SHALL MAIL A COPY OF THE NOTICE BY REGISTERED OR
22 CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO EACH KNOWN CLAIMANT
23 OF THE CORPORATION.
24 § 1993. ACCEPTANCE OR REJECTION OF MATURED CLAIMS.
25 A DISSOLVED BUSINESS CORPORATION OR SUCCESSOR ENTITY MAY
26 REJECT, IN WHOLE OR IN PART, ANY MATURED CLAIM MADE BY A
27 CLAIMANT PURSUANT TO SECTION 1992 (RELATING TO NOTICE TO
28 CLAIMANTS) BY MAILING NOTICE OF THE REJECTION BY REGISTERED OR <--
29 CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE CLAIMANT WITHIN
30 90 DAYS AFTER RECEIPT OF THE CLAIM AND, IN ALL EVENTS, AT LEAST
19870S1200B2515 - 288 -
1 30 DAYS BEFORE THE EXPIRATION OF THE TWO-YEAR PERIOD SPECIFIED
2 IN SECTION 1979(A)(2) (RELATING TO SURVIVAL OF REMEDIES AND
3 RIGHTS AFTER DISSOLUTION). A NOTICE SENT PURSUANT TO THIS
4 SECTION SHALL INCLUDE OR BE ACCOMPANIED BY A COPY OF THIS
5 SUBCHAPTER AND OF SECTION 1979.
6 § 1994. DISPOSITION OF UNMATURED CLAIMS.
7 THE DISSOLVED BUSINESS CORPORATION OR SUCCESSOR ENTITY SHALL
8 OFFER ANY CLAIMANT WHOSE CLAIM MADE PURSUANT TO SECTION 1992
9 (RELATING TO NOTICE TO CLAIMANTS) IS CONTINGENT, CONDITIONAL OR
10 UNMATURED, SUCH SECURITY AS THE CORPORATION OR SUCCESSOR ENTITY
11 DETERMINES IS SUFFICIENT TO PROVIDE COMPENSATION TO THE CLAIMANT
12 IF THE CLAIM MATURES. THE CORPORATION OR SUCCESSOR ENTITY SHALL
13 MAIL THE OFFER TO THE CLAIMANT BY REGISTERED OR CERTIFIED MAIL, <--
14 RETURN RECEIPT REQUESTED, WITHIN 90 DAYS AFTER RECEIPT OF THE
15 CLAIM AND, IN ALL EVENTS, AT LEAST 30 DAYS BEFORE THE EXPIRATION
16 OF THE TWO-YEAR PERIOD SPECIFIED IN SECTION 1979(A)(2) (RELATING
17 TO SURVIVAL OF REMEDIES AND RIGHTS AFTER DISSOLUTION). A NOTICE
18 SENT PURSUANT TO THIS SECTION SHALL INCLUDE OR BE ACCOMPANIED BY
19 A COPY OF THIS SUBCHAPTER AND OF SECTION 1979. IF THE CLAIMANT
20 OFFERED THE SECURITY DOES NOT DELIVER TO THE CORPORATION OR
21 SUCCESSOR ENTITY A WRITTEN NOTICE REJECTING THE OFFER WITHIN 60
22 DAYS AFTER RECEIPT MAILING OF THE OFFER FOR SECURITY, THE <--
23 CLAIMANT SHALL BE DEEMED TO HAVE ACCEPTED THE SECURITY AS THE
24 SOLE SOURCE FROM WHICH TO SATISFY HIS CLAIM AGAINST THE
25 CORPORATION.
26 § 1995. COURT PROCEEDINGS.
27 (A) GENERAL RULE.--A DISSOLVED BUSINESS CORPORATION OR
28 SUCCESSOR ENTITY THAT HAS GIVEN NOTICE IN ACCORDANCE WITH
29 SECTION 1992 (RELATING TO NOTICE TO CLAIMANTS) SHALL FILE AN
30 APPLICATION WITH THE COURT FOR A DETERMINATION OF THE AMOUNT AND
19870S1200B2515 - 289 -
1 FORM OF SECURITY THAT WILL BE SUFFICIENT TO PROVIDE COMPENSATION
2 TO:
3 (1) CLAIMANTS WHOSE MATURED CLAIMS ARE KNOWN TO THE
4 CORPORATION OR SUCCESSOR ENTITY BUT WHOSE IDENTITIES ARE
5 UNKNOWN.
6 (2) ANY CLAIMANT WHO HAS REJECTED THE OFFER FOR SECURITY
7 MADE PURSUANT TO SECTION 1994 (RELATING TO DISPOSITION OF
8 UNMATURED CLAIMS).
9 (B) GUARDIAN AD LITEM.--THE COURT SHALL APPOINT A GUARDIAN
10 AD LITEM TO REPRESENT ALL CLAIMANTS WHOSE IDENTITIES ARE UNKNOWN
11 IN ANY PROCEEDING BROUGHT UNDER THIS SUBCHAPTER. THE REASONABLE
12 FEES AND EXPENSES OF THE GUARDIAN, INCLUDING ALL REASONABLE
13 EXPERT WITNESS FEES, SHALL BE PAID BY THE APPLICANT IN THE
14 PROCEEDING UNLESS OTHERWISE ORDERED BY THE COURT.
15 § 1996. NO REVIVAL OR WAIVER.
16 THE GIVING OF ANY NOTICE OR MAKING OF ANY OFFER UNDER THIS
17 SUBCHAPTER SHALL NOT REVIVE ANY CLAIM THEN BARRED OR CONSTITUTE
18 ACKNOWLEDGMENT BY THE DISSOLVED BUSINESS CORPORATION OR
19 SUCCESSOR ENTITY THAT ANY PERSON TO WHOM THE NOTICE IS SENT IS A
20 PROPER CLAIMANT AND SHALL NOT OPERATE AS A WAIVER OF ANY DEFENSE
21 OR COUNTERCLAIM IN RESPECT OF ANY CLAIM ASSERTED BY ANY PERSON
22 TO WHOM THE NOTICE IS SENT.
23 § 1997. PAYMENTS AND DISTRIBUTIONS.
24 (A) GENERAL RULE.--A DISSOLVED BUSINESS CORPORATION OR
25 SUCCESSOR ENTITY THAT HAS ELECTED TO PROCEED UNDER THE PRECEDING
26 PROVISIONS OF THIS SUBCHAPTER SHALL:
27 (1) PAY THE CLAIMS MADE AND NOT REJECTED UNDER SECTION
28 1993 (RELATING TO ACCEPTANCE OR REJECTION OF MATURED CLAIMS).
29 (2) POST THE SECURITY OFFERED AND NOT REJECTED UNDER
30 SECTION 1994 (RELATING TO DISPOSITION OF UNMATURED CLAIMS).
19870S1200B2515 - 290 -
1 (3) POST SECURITY ORDERED BY THE COURT IN ANY PROCEEDING
2 UNDER SECTION 1995 (RELATING TO COURT PROCEEDINGS).
3 (4) PAY OR MAKE PROVISION FOR ALL OTHER LIABILITIES OF
4 THE CORPORATION OR THE SUCCESSOR ENTITY.
5 (B) DISPOSITION.--THE CLAIMS AND LIABILITIES SHALL BE PAID
6 IN FULL AND ANY PROVISION FOR PAYMENT SHALL BE MADE IN FULL IF
7 THERE ARE SUFFICIENT ASSETS. IF THERE ARE INSUFFICIENT ASSETS,
8 THE CLAIMS AND LIABILITIES SHALL BE PAID OR PROVIDED FOR IN
9 ORDER OF THEIR PRIORITY, AND, AMONG CLAIMS OF EQUAL PRIORITY,
10 RATABLY TO THE EXTENT OF FUNDS LEGALLY AVAILABLE THEREFOR. ANY
11 REMAINING ASSETS SHALL BE DISTRIBUTED TO THE SHAREHOLDERS OF THE
12 CORPORATION, EXCEPT THAT THE DISTRIBUTION SHALL NOT BE MADE LESS
13 THAN 60 DAYS AFTER THE LAST NOTICE OF REJECTION, IF ANY, WAS
14 GIVEN UNDER SECTION 1993 (RELATING TO ACCEPTANCE OR REJECTION OF
15 MATURED CLAIMS).
16 (C) EVALUATION OF OTHER LIABILITIES.--IN THE ABSENCE OF
17 ACTUAL FRAUD, THE JUDGMENT OF THE BOARD OF DIRECTORS OF THE
18 DISSOLVED CORPORATION OR THE GOVERNING PERSONS OF THE SUCCESSOR
19 ENTITY AS TO THE PROVISION MADE FOR THE PAYMENT OF ALL
20 LIABILITIES UNDER SUBSECTION (A)(4) SHALL BE CONCLUSIVE.
21 (D) DISPOSITION IN ABSENCE OF CLAIMS PROCEDURE.--A DISSOLVED
22 CORPORATION OR SUCCESSOR ENTITY THAT HAS NOT FOLLOWED THE
23 PROCEDURES IN THE PRECEDING PROVISIONS OF THIS SUBCHAPTER SHALL
24 PAY OR MAKE REASONABLE PROVISION TO PAY ALL CLAIMS AND
25 LIABILITIES, INCLUDING ALL CONTINGENT, CONDITIONAL, OR UNMATURED
26 CLAIMS KNOWN TO THE CORPORATION OR THE SUCCESSOR ENTITY AND ALL
27 CLAIMS THAT ARE KNOWN TO THE CORPORATION OR THE SUCCESSOR ENTITY
28 BUT FOR WHICH THE IDENTITY OF THE CLAIMANT IS UNKNOWN. THE
29 CLAIMS SHALL BE PAID IN FULL AND ANY SUCH PROVISION FOR PAYMENT
30 MADE SHALL BE MADE IN FULL IF THERE ARE SUFFICIENT ASSETS. IF
19870S1200B2515 - 291 -
1 THERE ARE INSUFFICIENT ASSETS, THE CLAIMS AND LIABILITIES SHALL
2 BE PAID OR PROVIDED FOR ACCORDING TO THEIR PRIORITY AND, AMONG
3 CLAIMS OF EQUAL PRIORITY, RATABLY TO THE EXTENT OF FUNDS LEGALLY
4 AVAILABLE THEREFOR. ANY REMAINING ASSETS SHALL BE DISTRIBUTED TO
5 THE SHAREHOLDERS OF THE DISSOLVED CORPORATION.
6 (E) LIABILITY OF DIRECTORS.--DIRECTORS OF A DISSOLVED
7 CORPORATION OR GOVERNING PERSONS OF A SUCCESSOR ENTITY THAT HAS
8 COMPLIED WITH THIS SECTION SHALL NOT BE PERSONALLY LIABLE TO THE
9 CLAIMANTS OF THE DISSOLVED CORPORATION.
10 § 1998. LIABILITY OF SHAREHOLDERS.
11 (A) GENERAL RULE.--A SHAREHOLDER OF A DISSOLVED BUSINESS
12 CORPORATION, THE ASSETS OF WHICH WERE DISTRIBUTED PURSUANT TO
13 SECTION 1997 (RELATING TO PAYMENTS AND DISTRIBUTIONS), SHALL NOT
14 BE LIABLE FOR ANY CLAIM AGAINST THE CORPORATION IN AN AMOUNT IN
15 EXCESS OF THE SHAREHOLDER'S PRO RATA SHARE OF THE CLAIM OR THE
16 AMOUNT SO DISTRIBUTED TO THE SHAREHOLDER, WHICHEVER IS LESS.
17 (B) LIMITATION OF ACTIONS.--A SHAREHOLDER OF A DISSOLVED
18 CORPORATION, THE ASSETS OF WHICH WERE DISTRIBUTED PURSUANT TO
19 SUBSECTION 1997(A) THROUGH (C), SHALL NOT BE LIABLE FOR ANY
20 CLAIM AGAINST THE CORPORATION ON WHICH AN ACTION IS NOT
21 COMMENCED PRIOR TO THE EXPIRATION OF THE PERIOD SPECIFIED IN
22 SECTION 1979(A)(2) (RELATING TO SURVIVAL OF REMEDIES AND RIGHTS
23 AFTER DISSOLUTION).
24 (C) LIMITATION OF LIABILITY.--THE AGGREGATE LIABILITY OF ANY
25 SHAREHOLDER OF A DISSOLVED CORPORATION FOR CLAIMS AGAINST THE
26 DISSOLVED CORPORATION SHALL NOT EXCEED THE AMOUNT DISTRIBUTED TO
27 THE SHAREHOLDER IN DISSOLUTION.
28 ARTICLE C
29 DOMESTIC BUSINESS CORPORATION ANCILLARIES
30 CHAPTER
19870S1200B2515 - 292 -
1 21. NONSTOCK CORPORATIONS
2 23. STATUTORY CLOSE CORPORATIONS
3 25. REGISTERED CORPORATIONS
4 27. MANAGEMENT CORPORATIONS
5 29. PROFESSIONAL CORPORATIONS
6 CHAPTER 21
7 NONSTOCK CORPORATIONS
8 SUBCHAPTER
9 A. PRELIMINARY PROVISIONS
10 B. POWERS, DUTIES AND SAFEGUARDS
11 SUBCHAPTER A
12 PRELIMINARY PROVISIONS
13 SEC.
14 2101. APPLICATION AND EFFECT OF CHAPTER.
15 2102. FORMATION OF NONSTOCK CORPORATIONS.
16 2103. CONTENTS OF ARTICLES AND OTHER DOCUMENTS OF NONSTOCK
17 CORPORATIONS.
18 2104. ELECTION OF AN EXISTING BUSINESS CORPORATION TO BECOME A
19 NONSTOCK CORPORATION.
20 2105. TERMINATION OF NONSTOCK CORPORATION STATUS.
21 § 2101. APPLICATION AND EFFECT OF CHAPTER.
22 (A) GENERAL RULE.--THIS CHAPTER SHALL BE APPLICABLE TO:
23 (1) A BUSINESS CORPORATION THAT ELECTS TO BECOME A
24 NONSTOCK CORPORATION IN THE MANNER PROVIDED BY THIS CHAPTER.
25 (2) A DOMESTIC CORPORATION FOR PROFIT SUBJECT TO SUBPART
26 D (RELATING TO COOPERATIVE CORPORATIONS) ORGANIZED ON A
27 NONSTOCK BASIS.
28 (B) APPLICATION TO BUSINESS CORPORATIONS GENERALLY.--THE
29 EXISTENCE OF A PROVISION OF THIS CHAPTER SHALL NOT OF ITSELF
30 CREATE ANY IMPLICATION THAT A CONTRARY OR DIFFERENT RULE OF LAW
19870S1200B2515 - 293 -
1 IS OR WOULD BE APPLICABLE TO A BUSINESS CORPORATION THAT IS NOT
2 A NONSTOCK CORPORATION. THIS CHAPTER SHALL NOT AFFECT ANY
3 STATUTE OR RULE OF LAW THAT IS OR WOULD BE APPLICABLE TO A
4 BUSINESS CORPORATION THAT IS NOT A NONSTOCK CORPORATION.
5 (C) LAWS APPLICABLE TO NONSTOCK CORPORATIONS.--EXCEPT AS
6 OTHERWISE PROVIDED IN THIS CHAPTER, THIS SUBPART SHALL BE
7 GENERALLY APPLICABLE TO ALL NONSTOCK CORPORATIONS. THE SPECIFIC
8 PROVISIONS OF THIS CHAPTER SHALL CONTROL OVER THE GENERAL
9 PROVISIONS OF THIS SUBPART. IN THE CASE OF A NONSTOCK
10 CORPORATION, REFERENCES IN THIS SUBPART PART TO "SHARES," <--
11 "SHAREHOLDER," "SHARE REGISTER," "SHARE LEDGER," "TRANSFER BOOK
12 FOR SHARES," "NUMBER OF SHARES ENTITLED TO VOTE" OR "CLASS OF
13 SHARES" SHALL MEAN MEMBERSHIPS, MEMBER, MEMBERSHIP REGISTER,
14 MEMBERSHIP LEDGER, MEMBERSHIP TRANSFER BOOK, NUMBER OF VOTES
15 ENTITLED TO BE CAST OR CLASS OF MEMBERS, RESPECTIVELY. EXCEPT AS
16 OTHERWISE PROVIDED IN THIS ARTICLE, A NONSTOCK CORPORATION MAY
17 BE SIMULTANEOUSLY SUBJECT TO THIS CHAPTER AND ONE OR MORE OTHER
18 CHAPTERS OF THIS ARTICLE.
19 § 2102. FORMATION OF NONSTOCK CORPORATIONS.
20 (A) GENERAL RULE.--A NONSTOCK CORPORATION SHALL BE FORMED IN
21 ACCORDANCE WITH ARTICLE B (RELATING TO DOMESTIC BUSINESS
22 CORPORATIONS GENERALLY) EXCEPT THAT ITS ARTICLES SHALL CONTAIN:
23 (1) A HEADING STATING THE NAME OF THE CORPORATION AND
24 THAT IT IS A NONSTOCK CORPORATION.
25 (2) THE PROVISIONS REQUIRED BY SECTION 2103 (RELATING TO
26 CONTENTS OF ARTICLES AND OTHER DOCUMENTS OF NONSTOCK
27 CORPORATIONS).
28 (B) INITIAL MEMBERS.--UPON THE FILING OF ARTICLES OF A
29 NONSTOCK CORPORATION, THE SUBSCRIBERS TO THE MINIMUM GUARANTEED
30 CAPITAL OF THE CORPORATION, IF ANY, AND THE INCORPORATORS SHALL
19870S1200B2515 - 294 -
1 BE THE INITIAL MEMBERS OF THE CORPORATION.
2 § 2103. CONTENTS OF ARTICLES AND OTHER DOCUMENTS OF NONSTOCK
3 CORPORATIONS.
4 IN LIEU OF REQUIRED STATEMENTS RELATING TO SHARES OR SHARE
5 STRUCTURE, A NONSTOCK CORPORATION SHALL SET FORTH IN ANY
6 DOCUMENT PERMITTED OR REQUIRED TO BE FILED UNDER THIS SUBPART
7 THE FACT THAT THE CORPORATION IS ORGANIZED ON A NONSTOCK BASIS.
8 A NONSTOCK CORPORATION MAY, BUT NEED NOT, HAVE A MINIMUM
9 GUARANTEED CAPITAL WHICH SHALL BE FURNISHED BY THE SUBSCRIBERS
10 THERETO IN SUCH PROPORTIONS AS THEY MAY AGREE.
11 § 2104. ELECTION OF AN EXISTING BUSINESS CORPORATION TO BECOME
12 A NONSTOCK CORPORATION.
13 (A) GENERAL RULE.--ANY BUSINESS CORPORATION MAY BECOME A
14 NONSTOCK CORPORATION UNDER THIS CHAPTER BY:
15 (1) ADOPTING A PLAN OF CONVERSION PROVIDING FOR THE
16 REDEMPTION BY THE CORPORATION OF ALL OF ITS SHARES WHETHER OR
17 NOT REDEEMABLE BY THE TERMS OF ITS ARTICLES AND ADJUSTING ITS
18 AFFAIRS SO AS TO COMPLY WITH THE REQUIREMENTS OF THIS CHAPTER
19 APPLICABLE TO NONSTOCK CORPORATIONS.
20 (2) FILING ARTICLES OF AMENDMENT WHICH SHALL CONTAIN, IN
21 ADDITION TO THE REQUIREMENTS OF SECTION 1915 (RELATING TO
22 ARTICLES OF AMENDMENT):
23 (I) A HEADING STATING THE NAME OF THE CORPORATION
24 AND THAT IT IS A NONSTOCK CORPORATION.
25 (II) A STATEMENT THAT IT ELECTS TO BECOME A NONSTOCK
26 CORPORATION.
27 (III) A STATEMENT THAT THE CORPORATION IS ORGANIZED
28 ON A NONSTOCK BASIS.
29 (IV) SUCH OTHER CHANGES, IF ANY, THAT MAY BE DESIRED
30 IN THE ARTICLES.
19870S1200B2515 - 295 -
1 (B) PROCEDURE.--THE PLAN OF CONVERSION OF THE CORPORATION
2 INTO A NONSTOCK CORPORATION (WHICH PLAN SHALL INCLUDE THE
3 AMENDMENT OF THE ARTICLES REQUIRED BY SUBSECTION (A)) SHALL BE
4 ADOPTED IN ACCORDANCE WITH THE REQUIREMENTS OF SUBCHAPTER B OF
5 CHAPTER 19 (RELATING TO AMENDMENT OF ARTICLES) EXCEPT THAT:
6 (1) THE HOLDERS OF SHARES OF EVERY CLASS SHALL BE
7 ENTITLED TO VOTE ON THE PLAN REGARDLESS OF ANY LIMITATIONS
8 STATED IN THE ARTICLES OR BYLAWS ON THE VOTING RIGHTS OF ANY
9 CLASS.
10 (2) THE PLAN MUST BE APPROVED BY TWO-THIRDS OF THE VOTES
11 CAST BY ALL SHARES OF EACH CLASS.
12 (3) IF ANY SHAREHOLDER OF A BUSINESS CORPORATION THAT
13 ADOPTS A PLAN OF CONVERSION INTO A NONSTOCK CORPORATION
14 OBJECTS TO THE PLAN OF CONVERSION AND COMPLIES WITH THE
15 PROVISIONS OF SUBCHAPTER D OF CHAPTER 15 (RELATING TO
16 DISSENTERS RIGHTS), THE SHAREHOLDER SHALL BE ENTITLED TO THE
17 RIGHTS AND REMEDIES OF DISSENTING SHAREHOLDERS THEREIN
18 PROVIDED. THERE SHALL BE INCLUDED IN, OR ENCLOSED WITH, THE
19 NOTICE OF THE MEETING OF SHAREHOLDERS CALLED TO ACT UPON THE
20 PLAN OF CONVERSION A COPY OR A SUMMARY OF THE PLAN AND A COPY
21 OF THIS SUBSECTION AND OF SUBCHAPTER D OF CHAPTER 15 AND OF <--
22 THIS SUBSECTION.
23 (4) THE PLAN SHALL NOT IMPOSE ANY ADDITIONAL LIABILITY
24 UPON ANY EXISTING PATRON OF THE BUSINESS OF THE CORPORATION,
25 WHETHER OR NOT THAT PERSON BECOMES A MEMBER OF THE
26 CORPORATION PURSUANT TO THE PLAN, UNLESS THE PATRON EXPRESSLY
27 ASSUMES SUCH LIABILITY.
28 § 2105. TERMINATION OF NONSTOCK CORPORATION STATUS.
29 (A) GENERAL RULE.--A NONSTOCK CORPORATION MAY TERMINATE ITS
30 STATUS AS SUCH AND CEASE TO BE SUBJECT TO THIS CHAPTER BY:
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1 (1) ADOPTING A PLAN OF CONVERSION PROVIDING FOR THE
2 ISSUE OF APPROPRIATE SHARES TO ITS MEMBERS AND ADJUSTING ITS
3 AFFAIRS SO AS TO COMPLY WITH THE REQUIREMENTS OF THIS SUBPART
4 APPLICABLE TO BUSINESS CORPORATIONS THAT ARE NOT NONSTOCK
5 CORPORATIONS.
6 (2) AMENDING ITS ARTICLES TO DELETE THEREFROM THE
7 ADDITIONAL PROVISIONS REQUIRED OR PERMITTED BY SECTIONS
8 2102(A)(1) (RELATING TO FORMATION OF NONSTOCK CORPORATIONS)
9 AND 2103 (RELATING TO CONTENTS OF ARTICLES AND OTHER
10 DOCUMENTS OF NONSTOCK CORPORATIONS) TO BE STATED IN THE
11 ARTICLES OF A NONSTOCK CORPORATION. THE PLAN OF CONVERSION
12 (WHICH PLAN SHALL INCLUDE THE AMENDMENT OF THE ARTICLES
13 REQUIRED BY THIS SECTION) SHALL BE ADOPTED IN ACCORDANCE WITH
14 SUBCHAPTER B OF CHAPTER 19 (RELATING TO AMENDMENT OF
15 ARTICLES) EXCEPT THAT:
16 (I) THE MEMBERS OF EVERY CLASS SHALL BE ENTITLED TO
17 VOTE ON THE PLAN REGARDLESS OF ANY LIMITATIONS STATED IN
18 THE ARTICLES OR BYLAWS, OR IN A DOCUMENT EVIDENCING
19 MEMBERSHIP, ON THE VOTING RIGHTS OF ANY CLASS.
20 (II) THE PLAN MUST BE APPROVED BY A MAJORITY OF THE
21 VOTES CAST BY THE MEMBERS OF EACH CLASS.
22 (B) INCREASED VOTE REQUIREMENTS.--THE BYLAWS OF A NONSTOCK
23 CORPORATION ADOPTED BY THE MEMBERS MAY PROVIDE THAT ON ANY
24 AMENDMENT TO TERMINATE ITS STATUS AS A NONSTOCK CORPORATION, A
25 VOTE GREATER THAN THAT SPECIFIED IN SUBSECTION (A) SHALL BE
26 REQUIRED. IF THE BYLAWS CONTAIN SUCH A PROVISION, THAT PROVISION
27 SHALL NOT BE AMENDED, REPEALED OR MODIFIED BY ANY VOTE LESS THAN
28 THAT REQUIRED TO TERMINATE THE STATUS OF THE CORPORATION AS A
29 NONSTOCK CORPORATION.
30 SUBCHAPTER B
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1 POWERS, DUTIES AND SAFEGUARDS
2 SEC.
3 2121. CORPORATE NAME OF NONSTOCK CORPORATIONS.
4 2122. CLASSES OF MEMBERSHIP.
5 2123. EVIDENCE OF MEMBERSHIP; LIABILITY OF MEMBERS.
6 2124. VOTING RIGHTS OF MEMBERS.
7 2125. INAPPLICABILITY OF CERTAIN PROVISIONS TO NONSTOCK
8 CORPORATIONS.
9 2126. DISSOLUTION OF NONSTOCK CORPORATIONS.
10 § 2121. CORPORATE NAME OF NONSTOCK CORPORATIONS.
11 (A) GENERAL RULE.--THE CORPORATE NAME OF A NONSTOCK
12 CORPORATION MAY CONTAIN THE WORD "MUTUAL."
13 (B) INSURANCE NAMES.--A NONSTOCK CORPORATION SHALL NOT USE A
14 NAME CONTAINING ANY OF THE WORDS "ANNUITY," "ASSURANCE,"
15 "BENEFICIAL," "BOND," "CASUALTY," "ENDOWMENT," "FIDELITY,"
16 "FRATERNAL," "GUARANTY," "INDEMNITY," "INSURANCE," "SURETY" OR
17 "TITLE" WHEN USED IN SUCH A WAY AS TO IMPLY THAT THE CORPORATION
18 IS ENGAGED IN THE BUSINESS OF WRITING INSURANCE AS PRINCIPAL, OR
19 ANY OTHER WORDS OF LIKE PURPORT, UNLESS THERE IS SUBMITTED A
20 CERTIFICATE FROM THE INSURANCE DEPARTMENT CERTIFYING THAT THE
21 DEPARTMENT HAS NO OBJECTION TO THE USE BY THE CORPORATION OR
22 PROPOSED CORPORATION OF SUCH DESIGNATION.
23 § 2122. CLASSES OF MEMBERSHIP.
24 THE BYLAWS OF A NONSTOCK CORPORATION ADOPTED BY THE MEMBERS
25 MAY VEST IN THE BOARD OF DIRECTORS THE POWER TO ESTABLISH
26 CLASSES OF MEMBERSHIP AND TO FIX THE SEVERAL RIGHTS AND
27 LIABILITIES THEREOF.
28 § 2123. EVIDENCE OF MEMBERSHIP; LIABILITY OF MEMBERS.
29 (A) GENERAL RULE.--EVERY MEMBER OF RECORD OF A NONSTOCK
30 CORPORATION SHALL BE ENTITLED TO A WRITTEN DOCUMENT EVIDENCING
19870S1200B2515 - 298 -
1 HIS MEMBERSHIP IN THE CORPORATION. THE DOCUMENT SHALL SET FORTH
2 THE RIGHTS AND LIABILITIES OF MEMBERSHIP OR SHALL STATE THAT THE
3 CORPORATION WILL FURNISH TO ANY MEMBER, UPON REQUEST AND WITHOUT
4 CHARGE, A FULL OR SUMMARY STATEMENT OF THE RIGHTS AND
5 LIABILITIES OF MEMBERSHIP AND, IF THE MEMBERSHIP OF THE
6 CORPORATION IS DIVIDED INTO CLASSES, THE VARIATIONS IN THE
7 RIGHTS AND LIABILITIES OF MEMBERSHIP BETWEEN CLASSES. IF A
8 MEMBERSHIP IS NOT FULLY PAID OR IF THE MEMBER IS OTHERWISE
9 LIABLE TO ASSESSMENT, THE DOCUMENT EVIDENCING THE MEMBERSHIP
10 SHALL SO STATE.
11 (B) LIABILITY.--A SUBSCRIBER TO THE MINIMUM GUARANTEED
12 CAPITAL OF OR MEMBER OF A NONSTOCK CORPORATION SHALL NOT BE
13 UNDER ANY LIABILITY TO THE CORPORATION OR ANY CREDITOR THEREOF
14 OTHER THAN THE OBLIGATIONS OF COMPLYING WITH THE TERMS OF THE
15 SUBSCRIPTION TO THE MINIMUM GUARANTEED CAPITAL, IF ANY, AND WITH
16 THE TERMS OF THE DOCUMENT EVIDENCING HIS MEMBERSHIP. OTHERWISE, <--
17 THE MEMBERS OF A NONSTOCK CORPORATION SHALL NOT BE PERSONALLY
18 LIABLE FOR THE DEBTS, LIABILITIES OR OBLIGATIONS OF THE
19 CORPORATION.
20 (C) DISSENTERS RIGHTS.--THE DOCUMENT EVIDENCING MEMBERSHIP
21 SHALL CONSTITUTE A SHARE CERTIFICATE FOR THE PURPOSES OF
22 SUBCHAPTER D OF CHAPTER 15 (RELATING TO DISSENTERS RIGHTS).
23 § 2124. VOTING RIGHTS OF MEMBERS.
24 EXCEPT AS OTHERWISE PROVIDED IN A BYLAW ADOPTED BY THE
25 MEMBERS OR IN A WRITTEN DOCUMENT EVIDENCING MEMBERSHIP, EVERY
26 MEMBER OF RECORD OF A NONSTOCK CORPORATION SHALL HAVE THE RIGHT,
27 AT EVERY MEETING OF MEMBERS, TO ONE VOTE.
28 § 2125. INAPPLICABILITY OF CERTAIN PROVISIONS TO NONSTOCK
29 CORPORATIONS.
30 (A) SHARE STRUCTURE.--THE PROVISIONS OF SUBCHAPTER B OF
19870S1200B2515 - 299 -
1 CHAPTER 15 (RELATING TO SHARES AND OTHER SECURITIES) SHALL NOT
2 BE APPLICABLE TO A NONSTOCK CORPORATION. A NONSTOCK CORPORATION
3 SHALL NOT CREATE OR ISSUE SHARES.
4 (B) CORPORATE FINANCE.--A PATRONAGE REBATE OR DIVIDEND THAT
5 IS, OR IS EQUIVALENT TO, A REDUCTION IN THE CHARGE MADE BY A
6 NONSTOCK CORPORATION TO A MEMBER FOR GOODS OR SERVICES SHALL NOT
7 CONSTITUTE A DIVIDEND OR DISTRIBUTION WITHIN THE MEANING OF
8 SECTION 1551 (RELATING TO DISTRIBUTIONS TO SHAREHOLDERS).
9 § 2126. DISSOLUTION OF NONSTOCK CORPORATIONS.
10 IF AT THE TIME OF DISSOLUTION OF A NONSTOCK CORPORATION THE
11 ARTICLES, BYLAWS AND DOCUMENTS EVIDENCING MEMBERSHIP FAIL TO
12 DEFINE THE RESPECTIVE RIGHTS AND PREFERENCES OF THE MEMBERS UPON
13 DISSOLUTION, THE SURPLUS OF CASH OR PROPERTY REMAINING AFTER
14 DISCHARGING ALL LIABILITIES OF THE CORPORATION SHALL BE PAID TO
15 OR DISTRIBUTED AMONG THE MEMBERS ACCORDING TO SUCH A PLAN OF
16 DISTRIBUTION AS THE MEMBERS MAY ADOPT. THE PLAN SHALL BE ADOPTED
17 IN ACCORDANCE WITH SUBCHAPTER F OF CHAPTER 19 (RELATING TO
18 VOLUNTARY DISSOLUTION AND WINDING UP) EXCEPT THAT:
19 (1) THE MEMBERS OF EVERY CLASS SHALL BE ENTITLED TO VOTE
20 ON THE PLAN REGARDLESS OF ANY LIMITATIONS STATED IN THE
21 ARTICLES OR BYLAWS, OR IN A DOCUMENT EVIDENCING MEMBERSHIP,
22 ON THE VOTING RIGHTS OF ANY CLASS.
23 (2) THE PLAN MUST BE APPROVED BY A MAJORITY OF THE VOTES
24 CAST BY THE MEMBERS OF EACH CLASS.
25 CHAPTER 23
26 STATUTORY CLOSE CORPORATIONS
27 SUBCHAPTER
28 A. PRELIMINARY PROVISIONS
29 B. SHARES
30 C. POWERS, DUTIES AND SAFEGUARDS
19870S1200B2515 - 300 -
1 SUBCHAPTER A
2 PRELIMINARY PROVISIONS
3 SEC.

Historical Act text part 6

4 2301. APPLICATION AND EFFECT OF CHAPTER.
5 2302. DEFINITION OF MINIMUM VOTE.
6 2303. FORMATION OF STATUTORY CLOSE CORPORATIONS.
7 2304. ADDITIONAL CONTENTS OF ARTICLES OF STATUTORY CLOSE
8 CORPORATIONS.
9 2305. ELECTION OF AN EXISTING BUSINESS CORPORATION TO BECOME
10 A STATUTORY CLOSE CORPORATION.
11 2306. LIMITATIONS ON CONTINUATION OF STATUTORY CLOSE
12 CORPORATION STATUS.
13 2307. VOLUNTARY TERMINATION OF STATUTORY CLOSE CORPORATION
14 STATUS BY AMENDMENT OF ARTICLES.
15 2308. ISSUANCE OR TRANSFER OF SHARES OF A STATUTORY CLOSE
16 CORPORATION IN BREACH OF QUALIFYING CONDITIONS.
17 2309. INVOLUNTARY TERMINATION OF STATUTORY CLOSE CORPORATION
18 STATUS; PROCEEDING TO PREVENT LOSS OF STATUS.
19 § 2301. APPLICATION AND EFFECT OF CHAPTER.
20 (A) GENERAL RULE.--THIS CHAPTER SHALL BE APPLICABLE TO A
21 BUSINESS CORPORATION, OTHER THAN A MANAGEMENT CORPORATION, THAT:
22 (1) HAD ELECTED TO BECOME A CLOSE CORPORATION SUBJECT TO
23 CHAPTER B OF ARTICLE III OF THE ACT OF MAY 5, 1933 (P.L.364,
24 NO.106), KNOWN AS THE BUSINESS CORPORATION LAW OF 1933
25 (RELATING TO CLOSE CORPORATIONS) AND THAT, AS OF THE
26 EFFECTIVE DATE OF THIS CHAPTER, HAD NOT TERMINATED THAT
27 ELECTION IN THE MANNER PRESCRIBED BY STATUTE; OR
28 (2) ELECTS TO BECOME A STATUTORY CLOSE CORPORATION IN
29 THE MANNER PROVIDED BY THIS CHAPTER.
30 (B) APPLICATION OF BUSINESS CORPORATION LAW GENERALLY.--THE
19870S1200B2515 - 301 -
1 EXISTENCE OF A PROVISION OF THIS CHAPTER SHALL NOT OF ITSELF
2 CREATE ANY IMPLICATION THAT A CONTRARY OR DIFFERENT RULE OF LAW
3 IS OR WOULD BE APPLICABLE TO A BUSINESS CORPORATION THAT IS NOT
4 A STATUTORY CLOSE CORPORATION. THIS CHAPTER SHALL NOT AFFECT ANY
5 STATUTE OR RULE OF LAW THAT IS OR WOULD BE APPLICABLE TO A
6 BUSINESS CORPORATION THAT IS NOT A STATUTORY CLOSE CORPORATION.
7 (C) LAWS APPLICABLE TO STATUTORY CLOSE CORPORATIONS.--EXCEPT
8 AS OTHERWISE PROVIDED IN THIS CHAPTER, THIS SUBPART SHALL BE
9 GENERALLY APPLICABLE TO ALL STATUTORY CLOSE CORPORATIONS. THE
10 SPECIFIC PROVISIONS OF THIS CHAPTER SHALL CONTROL OVER THE
11 GENERAL PROVISIONS OF THIS SUBPART. EXCEPT AS OTHERWISE PROVIDED
12 IN THIS ARTICLE, A STATUTORY CLOSE CORPORATION MAY BE
13 SIMULTANEOUSLY SUBJECT TO THIS CHAPTER AND ONE OR MORE OTHER
14 CHAPTERS OF THIS ARTICLE.
15 (D) TRANSITIONAL PROVISIONS.--THE FOLLOWING PROVISIONS OF
16 THIS CHAPTER SHALL NOT APPLY TO A STATUTORY CLOSE CORPORATION
17 EXISTING ON JANUARY 1, 1989, UNLESS OTHERWISE PROVIDED IN A
18 BYLAW ADOPTED IN THE MANNER PROVIDED BY SECTION 2332(B)
19 (RELATING TO PROCEDURE):
20 SECTION 2321(B) (RELATING TO PREEMPTIVE RIGHTS) INSOFAR
21 AS SUCH PROVISION AUTHORIZES THE SHAREHOLDERS TO ADOPT A
22 BYLAW ELIMINATING OR LIMITING THE PREEMPTIVE RIGHTS PROVIDED
23 IN THAT SUBSECTION.
24 SECTION 2322 (RELATING TO SHARE TRANSFER RESTRICTIONS).
25 SECTION 2323 (RELATING TO TRANSFER OF SHARES IN BREACH OF
26 TRANSFER RESTRICTIONS). IF SECTION 2323 IS NOT APPLICABLE TO
27 THE CORPORATION, TRANSFER RESTRICTIONS (INCLUDING A
28 RESTRICTION THAT IS HELD NOT TO BE AUTHORIZED BY SECTION 1529
29 (RELATING TO TRANSFER OF SECURITIES; RESTRICTIONS)) SHALL BE
30 ENFORCED IN THE SAME MANNER AS IF THIS ARTICLE HAD NOT BEEN
19870S1200B2515 - 302 -
1 ENACTED.
2 SECTION 2325 (RELATING TO SALE OPTION OF ESTATE OF
3 SHAREHOLDER).
4 SECTION 2336 (RELATING TO FUNDAMENTAL CHANGES).
5 (E) CROSS REFERENCE.--SEE THE DEFINITION OF "CLOSELY-HELD
6 CORPORATION" IN SECTION 1103 (RELATING TO DEFINITIONS).
7 § 2302. DEFINITION OF MINIMUM VOTE.
8 (A) GENERAL RULE.--AS USED IN THIS CHAPTER, THE TERM
9 "MINIMUM VOTE" AS APPLIED TO CORPORATE ACTION MEANS THAT:
10 (1) THE HOLDERS OF SHARES OF EVERY CLASS SHALL BE
11 ENTITLED TO VOTE ON THE CORPORATE ACTION REGARDLESS OF ANY
12 LIMITATIONS STATED IN THE ARTICLES OR BYLAWS ON THE VOTING
13 RIGHTS OF ANY CLASS.
14 (2) THE CORPORATE ACTION MUST BE APPROVED BY VOTE OF THE
15 SHAREHOLDERS OF EACH CLASS ENTITLED TO CAST AT LEAST TWO-
16 THIRDS OF THE VOTES THAT ALL SHAREHOLDERS OF THE CLASS ARE
17 ENTITLED TO CAST THEREON.
18 (B) INCREASED VOTE REQUIREMENTS.--THE BYLAWS OF A STATUTORY
19 CLOSE CORPORATION ADOPTED BY THE SHAREHOLDERS MAY PROVIDE THAT
20 ON ANY CORPORATE ACTION SUBJECT TO THE MINIMUM VOTE REQUIREMENT
21 OF SUBSECTION (A) A VOTE GREATER THAN TWO-THIRDS OR A VOTE OF
22 ALL SHARES OF ANY CLASS SHALL BE REQUIRED. IF THE BYLAWS CONTAIN
23 SUCH A PROVISION, THAT PROVISION SHALL NOT BE AMENDED, REPEALED
24 OR MODIFIED BY ANY VOTE LESS THAN THAT REQUIRED TO EFFECT SUCH
25 CORPORATION ACTION.
26 § 2303. FORMATION OF STATUTORY CLOSE CORPORATIONS.
27 A STATUTORY CLOSE CORPORATION SHALL BE FORMED IN ACCORDANCE
28 WITH ARTICLE B (RELATING TO DOMESTIC BUSINESS CORPORATIONS
29 GENERALLY) EXCEPT THAT ITS ARTICLES SHALL CONTAIN:
30 (1) A HEADING STATING THE NAME OF THE CORPORATION AND
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1 THAT IT IS A STATUTORY CLOSE CORPORATION.
2 (2) THE PROVISION REQUIRED BY SECTION 2304(A) (RELATING
3 TO ADDITIONAL CONTENTS OF ARTICLES OF STATUTORY CLOSE
4 CORPORATIONS).
5 § 2304. ADDITIONAL CONTENTS OF ARTICLES OF STATUTORY CLOSE
6 CORPORATIONS.
7 (A) GENERAL RULE.--IN ADDITION TO THE PROVISIONS OTHERWISE
8 REQUIRED BY THIS SUBPART, THE ARTICLES OF A STATUTORY CLOSE
9 CORPORATION SHALL PROVIDE THAT THE CORPORATION SHALL NOT NEITHER <--
10 THE CORPORATION NOR ANY SHAREHOLDER SHALL MAKE AN OFFERING OF
11 ANY OF ITS SHARES OF ANY CLASS THAT WOULD CONSTITUTE A "PUBLIC
12 OFFERING" WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 (15
13 U.S.C. § 77A ET SEQ.).
14 (B) NUMBER OR QUALIFICATIONS OF SHAREHOLDERS.--THE ARTICLES
15 OF A STATUTORY CLOSE CORPORATION MAY SET FORTH:
16 (1) THE MAXIMUM NUMBER OF PERSONS WHO ARE ENTITLED TO BE
17 RECORD HOLDERS OR BENEFICIAL OWNERS OF ITS SHARES.
18 (2) THE QUALIFICATIONS OF SHAREHOLDERS, EITHER BY
19 SPECIFYING CLASSES OF PERSONS WHO SHALL BE ENTITLED TO BE
20 HOLDERS OF RECORD OF SHARES OF ANY CLASS OR BY SPECIFYING
21 CLASSES OF PERSONS WHO SHALL NOT BE ENTITLED TO BE HOLDERS OF
22 SHARES OF ANY CLASS OR BOTH.
23 (C) AGGREGATION OF HOLDINGS.--EXCEPT AS OTHERWISE PROVIDED
24 IN THE ARTICLES, FOR PURPOSES OF DETERMINING THE NUMBER OF
25 HOLDERS OF RECORD OR BENEFICIAL OWNERS OF THE SHARES OF A
26 STATUTORY CLOSE CORPORATION, SHARES THAT ARE HELD JOINTLY OR IN
27 COMMON OR IN A TRUST, BY TWO OR MORE PERSONS, AS FIDUCIARIES OR
28 OTHERWISE, OR THAT ARE HELD BY SPOUSES, SHALL BE TREATED AS HELD
29 BY ONE SHAREHOLDER.
30 § 2305. ELECTION OF AN EXISTING BUSINESS CORPORATION TO BECOME
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1 A STATUTORY CLOSE CORPORATION.
2 (A) GENERAL RULE.--A BUSINESS CORPORATION MAY BECOME A
3 STATUTORY CLOSE CORPORATION UNDER THIS CHAPTER BY AMENDING ITS
4 ARTICLES SO THAT THEY SHALL CONTAIN, IN ADDITION TO THE
5 REQUIREMENTS OF SECTION 1911(B) (RELATING TO EXCEPTIONS):
6 (1) A HEADING STATING THE NAME OF THE CORPORATION AND
7 THAT IT IS A STATUTORY CLOSE CORPORATION.
8 (2) A STATEMENT THAT IT ELECTS TO BECOME A STATUTORY
9 CLOSE CORPORATION.
10 (3) THE PROVISIONS PROVISION REQUIRED BY SECTION 2304 <--
11 2304(A) (RELATING TO ADDITIONAL CONTENTS OF ARTICLES OF <--
12 STATUTORY CLOSE CORPORATIONS).
13 (B) PROCEDURE.--THE AMENDMENT SHALL NOT BE EFFECTIVE UNLESS
14 IT IS ADOPTED BY AT LEAST THE MINIMUM VOTE THE AFFIRMATIVE VOTE <--
15 OF ALL SHAREHOLDERS OF THE CORPORATION WHETHER OR NOT OTHERWISE
16 ENTITLED TO VOTE THEREON.
17 § 2306. LIMITATIONS ON CONTINUATION OF STATUTORY CLOSE
18 CORPORATION STATUS.
19 A STATUTORY CLOSE CORPORATION CONTINUES TO BE SUCH AND TO BE
20 SUBJECT TO THIS CHAPTER UNTIL:
21 (1) IT TERMINATES ITS STATUS AS A STATUTORY CLOSE
22 CORPORATION PURSUANT TO SECTION 2307 (RELATING TO VOLUNTARY
23 TERMINATION OF STATUTORY CLOSE CORPORATION STATUS BY
24 AMENDMENT OF ARTICLES); OR
25 (2) THE PROVISIONS REQUIRED OR PERMITTED BY SECTION 2304
26 (RELATING TO ADDITIONAL CONTENTS OF ARTICLES OF STATUTORY
27 CLOSE CORPORATIONS) TO BE STATED IN THE ARTICLES TO QUALIFY A
28 BUSINESS CORPORATION AS A STATUTORY CLOSE CORPORATION HAVE IN
29 FACT BEEN BREACHED AND NEITHER THE CORPORATION NOR ANY OF ITS
30 SHAREHOLDERS TAKES THE STEPS REQUIRED BY SECTION 2309
19870S1200B2515 - 305 -
1 (RELATING TO INVOLUNTARY TERMINATION OF STATUTORY CLOSE
2 CORPORATION STATUS; PROCEEDING TO PREVENT LOSS OF STATUS) TO
3 PREVENT SUCH LOSS OF STATUS OR TO REMEDY SUCH BREACH.
4 § 2307. VOLUNTARY TERMINATION OF STATUTORY CLOSE CORPORATION
5 STATUS BY AMENDMENT OF ARTICLES.
6 (A) GENERAL RULE.--A STATUTORY CLOSE CORPORATION MAY
7 VOLUNTARILY TERMINATE ITS STATUS AS SUCH AND CEASE TO BE SUBJECT
8 TO THIS CHAPTER BY AMENDING ITS ARTICLES TO DELETE THEREFROM THE
9 ADDITIONAL PROVISION REQUIRED BY SECTION 2303(1) (RELATING TO
10 FORMATION OF STATUTORY CLOSE CORPORATIONS) TO BE STATED IN THE
11 ARTICLES OF A STATUTORY CLOSE CORPORATION.
12 (B) PROCEDURE.--THE AMENDMENT SHALL NOT BE EFFECTIVE UNLESS
13 IT IS ADOPTED BY AT LEAST THE MINIMUM VOTE.
14 § 2308. ISSUANCE OR TRANSFER OF SHARES OF A STATUTORY CLOSE
15 CORPORATION IN BREACH OF QUALIFYING CONDITIONS.
16 (A) NOTICE OF QUALIFICATIONS.--IF SHARES OF A STATUTORY
17 CLOSE CORPORATION ARE ISSUED OR TRANSFERRED TO ANY PERSON WHO IS
18 NOT ENTITLED UNDER ANY PROVISION OF THE ARTICLES PERMITTED BY
19 SECTION 2304(B) (RELATING TO NUMBER OR QUALIFICATIONS OF
20 SHAREHOLDERS) TO BE A HOLDER OF RECORD OF SHARES OF THE
21 CORPORATION AND IF THE CERTIFICATE FOR THE SHARES COMPLIES WITH
22 SECTION 2321(C) (RELATING TO NOTICE OF STATUTORY CLOSE
23 CORPORATION STATUS) OR CONSPICUOUSLY NOTES THE EXISTENCE OF SUCH
24 A PROVISION OF THE ARTICLES, THAT PERSON SHALL BE CONCLUSIVELY
25 PRESUMED TO HAVE NOTICE OF THE FACT OF HIS INELIGIBILITY TO BE A
26 SHAREHOLDER.
27 (B) NOTICE OF SIZE RESTRICTIONS.--IF THE ARTICLES OF A
28 STATUTORY CLOSE CORPORATION STATE THE NUMBER OF PERSONS WHO ARE
29 ENTITLED TO BE HOLDERS OR OWNERS OF ITS SHARES AND IF THE
30 CERTIFICATE FOR THE SHARES COMPLIES WITH SECTION 2321(C) OR
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1 CONSPICUOUSLY NOTES THE EXISTENCE OF SUCH A PROVISION OF THE
2 ARTICLES AND IF THE ISSUANCE OR TRANSFER OF SHARES TO ANY PERSON
3 WOULD CAUSE THE SHARES TO BE HELD BY MORE THAN THAT NUMBER OF
4 PERSONS, THE PERSON TO WHOM THE SHARES ARE ISSUED OR TRANSFERRED
5 SHALL BE CONCLUSIVELY PRESUMED TO HAVE NOTICE OF THAT FACT.
6 (C) REFUSAL TO REGISTER.--WHENEVER ANY PERSON TO WHOM SHARES
7 OF A STATUTORY CLOSE CORPORATION HAVE BEEN ISSUED OR TRANSFERRED
8 HAS, OR IS CONCLUSIVELY PRESUMED UNDER THIS SECTION TO HAVE,
9 NOTICE EITHER:
10 (1) THAT HE IS A PERSON NOT ELIGIBLE TO BE A HOLDER OF
11 SHARES OF THE CORPORATION; OR
12 (2) THAT THE TRANSFER OF SHARES TO HIM WOULD CAUSE THE
13 SHARES OF THE CORPORATION TO BE HELD BY MORE THAN THE NUMBER
14 OF PERSONS PERMITTED BY ITS ARTICLES TO HOLD SHARES OF THE
15 CORPORATION;
16 THE CORPORATION MAY, AT ITS OPTION, REFUSE TO REGISTER THE
17 TRANSFER OF THE SHARES INTO THE NAME OF THE TRANSFEREE.
18 (D) EXCEPTION.--THE PROVISIONS OF SUBSECTION (C) SHALL NOT
19 BE APPLICABLE IF THE TRANSFER OF SHARES, EVEN THOUGH OTHERWISE
20 CONTRARY TO SUBSECTION (A) OR (B), HAS BEEN CONSENTED TO BY ALL
21 THE SHAREHOLDERS OF THE STATUTORY CLOSE CORPORATION OR IF THE
22 STATUTORY CLOSE CORPORATION HAS AMENDED ITS ARTICLES IN
23 ACCORDANCE WITH SECTION 2307 (RELATING TO VOLUNTARY TERMINATION
24 OF STATUTORY CLOSE CORPORATION STATUS BY AMENDMENT OF ARTICLES).
25 (E) RESCISSION RIGHTS UNAFFECTED.--THE PROVISIONS OF THIS
26 SECTION DO NOT IMPAIR ANY RIGHT OF A TRANSFEREE TO RESCIND THE
27 TRANSACTION OR TO RECOVER UNDER ANY APPLICABLE WARRANTY EXPRESS
28 OR IMPLIED.
29 (F) DEFINITION.--AS USED IN THIS SECTION, THE TERM
30 "TRANSFER" IS NOT LIMITED TO A TRANSFER FOR VALUE.
19870S1200B2515 - 307 -
1 § 2309. INVOLUNTARY TERMINATION OF STATUTORY CLOSE CORPORATION
2 STATUS; PROCEEDING TO PREVENT LOSS OF STATUS.
3 (A) GENERAL RULE.--IF ANY EVENT OCCURS AS A RESULT OF WHICH
4 THE PROVISION INCLUDED IN THE ARTICLES OF A STATUTORY CLOSE
5 CORPORATION PURSUANT TO SECTION 2304(A) (RELATING TO ADDITIONAL
6 CONTENTS OF ARTICLES OF STATUTORY CLOSE CORPORATIONS) TO QUALIFY
7 IT AS A STATUTORY CLOSE CORPORATION HAS BEEN BREACHED, THE
8 STATUS OF THE BUSINESS CORPORATION AS A STATUTORY CLOSE
9 CORPORATION UNDER THIS CHAPTER SHALL TERMINATE UNLESS:
10 (1) WITHIN 30 DAYS AFTER THE OCCURRENCE OF THE EVENT OR
11 WITHIN 30 DAYS AFTER THE EVENT HAS BEEN DISCOVERED, WHICHEVER
12 IS LATER, THE CORPORATION:
13 (I) FILES IN THE DEPARTMENT OF STATE A CERTIFICATE
14 EXECUTED BY THE CORPORATION SETTING FORTH:
15 (A) THE NAME OF THE CORPORATION AND, SUBJECT TO
16 SECTION 109 (RELATING TO NAME OF COMMERCIAL
17 REGISTERED OFFICE PROVIDER IN LIEU OF REGISTERED
18 ADDRESS), THE ADDRESS, INCLUDING STREET AND NUMBER,
19 IF ANY, OF ITS REGISTERED OFFICE.
20 (B) A STATEMENT THAT THE PROVISION INCLUDED IN
21 ITS ARTICLES PURSUANT TO SECTION 2304(A) TO QUALIFY
22 IT AS A STATUTORY CLOSE CORPORATION HAS BEEN
23 BREACHED.
24 (II) FURNISHES A COPY OF THE CERTIFICATE TO EACH
25 SHAREHOLDER.
26 (2) THE CORPORATION CONCURRENTLY WITH THE FILING OF THE
27 CERTIFICATE TAKES SUCH STEPS AS ARE NECESSARY TO CORRECT THE
28 SITUATION THAT THREATENS ITS STATUS AS A STATUTORY CLOSE
29 CORPORATION INCLUDING, WITHOUT LIMITATION, THE REFUSAL TO
30 REGISTER THE TRANSFER OF SHARES THAT HAVE BEEN WRONGFULLY
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1 TRANSFERRED AS PROVIDED BY SECTION 2308 (RELATING TO ISSUANCE
2 OR TRANSFER OF SHARES OF A STATUTORY CLOSE CORPORATION IN
3 BREACH OF QUALIFYING CONDITIONS) OR INITIATION OF A
4 PROCEEDING UNDER SUBSECTION (B).
5 (B) PROCEEDING TO CURE BREACH.--UPON THE APPLICATION OF THE
6 CORPORATION OR OF ANY SHAREHOLDER, THE COURT MAY ISSUE ALL
7 ORDERS NECESSARY TO PREVENT THE CORPORATION FROM LOSING ITS
8 STATUS AS A STATUTORY CLOSE CORPORATION OR TO PREVENT THE
9 VIOLATION OF ANY PROVISION OF THE ARTICLES PERMITTED BY SECTION
10 2304(B) TO BE STATED IN THE ARTICLES OF A STATUTORY CLOSE
11 CORPORATION OR TO RESTORE ITS STATUS AS A STATUTORY CLOSE
12 CORPORATION BY ENJOINING OR SETTING ASIDE ANY ACT OR THREATENED
13 ACT ON THE PART OF THE CORPORATION OR A SHAREHOLDER THAT WOULD
14 BE INCONSISTENT WITH ANY OF THE PROVISIONS REQUIRED OR PERMITTED
15 BY SECTION 2304 TO BE STATED IN THE ARTICLES OF A STATUTORY
16 CLOSE CORPORATION UNLESS IT IS AN ACT APPROVED IN ACCORDANCE
17 WITH SECTION 2308(D) (RELATING TO EXCEPTION). THE COURT MAY
18 ENJOIN OR SET ASIDE ANY TRANSFER OR THREATENED TRANSFER OF
19 SHARES OF A STATUTORY CLOSE CORPORATION THAT IS CONTRARY TO ANY
20 OF THE TERMS OF ITS ARTICLES AND MAY ENJOIN ANY PUBLIC OFFERING,
21 AS DEFINED IN SECTION 2304(A), OR THREATENED PUBLIC OFFERING OF
22 SHARES OF THE STATUTORY CLOSE CORPORATION.
23 (C) NOTICE OF CURE OF BREACH.--WHEN THE SITUATION THAT
24 THREATENED THE STATUS OF THE CORPORATION AS A STATUTORY CLOSE
25 CORPORATION HAS BEEN REMEDIED AND IF THE CORPORATION HAS NOT
26 AMENDED ITS ARTICLES IN ACCORDANCE WITH SECTION 2307 (RELATING
27 TO VOLUNTARY TERMINATION OF STATUTORY CLOSE CORPORATION STATUS
28 BY AMENDMENT OF ARTICLES), THE CORPORATION SHALL FILE IN THE
29 DEPARTMENT A CERTIFICATE EXECUTED BY THE CORPORATION, SETTING
30 FORTH:
19870S1200B2515 - 309 -
1 (1) THE NAME OF THE CORPORATION AND, SUBJECT TO SECTION
2 109 (RELATING TO NAME OF COMMERCIAL REGISTERED OFFICE
3 PROVIDER IN LIEU OF REGISTERED ADDRESS), THE ADDRESS,
4 INCLUDING STREET AND NUMBER, IF ANY, OF ITS REGISTERED
5 OFFICE.
6 (2) A STATEMENT THAT NO BREACH OF THE PROVISION INCLUDED
7 IN ITS ARTICLES PURSUANT TO SECTION 2304(A) EXISTS.
8 UPON THE FILING OF THE CERTIFICATE, THE STATUS OF THE
9 CORPORATION AS A STATUTORY CLOSE CORPORATION UNDER THIS CHAPTER,
10 IF THERETOFORE TERMINATED BY REASON OF SUBSECTION (A), SHALL BE
11 RESTORED.
12 (D) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
13 STATEMENT).
14 SUBCHAPTER B
15 SHARES
16 SEC.
17 2321. SHARES.
18 2322. SHARE TRANSFER RESTRICTIONS.
19 2323. TRANSFER OF SHARES IN BREACH OF TRANSFER RESTRICTIONS.
20 2324. CORPORATION OPTION WHERE A RESTRICTION ON TRANSFER OF A
21 SECURITY IS HELD INVALID.
22 2325. SALE OPTION OF ESTATE OF SHAREHOLDER.
23 § 2321. SHARES.
24 (A) UNCERTIFICATED SHARES PROHIBITED.--A STATUTORY CLOSE
25 CORPORATION SHALL NOT ISSUE UNCERTIFICATED SHARES.
26 (B) PREEMPTIVE RIGHTS.--
27 (1) UNLESS OTHERWISE PROVIDED IN A BYLAW ADOPTED BY THE
28 SHAREHOLDERS, THE HOLDERS OF ANY CLASS OF VOTING SHARES OF A
29 STATUTORY CLOSE CORPORATION SHALL HAVE A PREEMPTIVE RIGHT TO
30 SUBSCRIBE FOR OR PURCHASE ANY VOTING SHARES (OR ANY OPTION
19870S1200B2515 - 310 -
1 RIGHTS OR SECURITIES HAVING CONVERSION OR OPTION RIGHTS WITH
2 RESPECT TO ANY VOTING SHARES) ISSUED OR SOLD BY THE
3 CORPORATION FOR ANY FORM OF CONSIDERATION.
4 (2) PARAGRAPH (1) SHALL NOT APPLY TO ANY ISSUE OF VOTING
5 SHARES (OR OF ANY OPTION RIGHTS OR SECURITIES HAVING
6 CONVERSION OR OPTION RIGHTS WITH RESPECT TO SUCH VOTING
7 SHARES) PURSUANT TO A PLAN TO WHICH SUBCHAPTER D OF CHAPTER
8 15 (RELATING TO DISSENTERS RIGHTS) IS APPLICABLE.
9 (C) NOTICE OF STATUTORY CLOSE CORPORATION STATUS.--A LEGEND
10 IN SUBSTANTIALLY THE FOLLOWING FORM SHALL BE SET FORTH
11 CONSPICUOUSLY ON EACH SHARE CERTIFICATE ISSUED BY A STATUTORY
12 CLOSE CORPORATION:
13 THE RIGHTS OF SHAREHOLDERS IN A STATUTORY CLOSE
14 CORPORATION MAY DIFFER MATERIALLY FROM THE RIGHTS OF
15 SHAREHOLDERS IN OTHER CORPORATIONS. COPIES OF THE ARTICLES OF
16 INCORPORATION AND BYLAWS, AGREEMENTS AMONG SHAREHOLDERS OR
17 OTHER DOCUMENTS, WHICH MAY RESTRICT TRANSFERS AND AFFECT
18 VOTING AND OTHER RIGHTS, MAY BE OBTAINED BY A SHAREHOLDER ON
19 WRITTEN REQUEST TO THE CORPORATION.
20 THIS NOTICE SHALL SATISFY ALL REQUIREMENTS OF THIS SUBPART THAT
21 NOTICE OF TRANSFER OR OTHER RESTRICTIONS OR RELATIVE RIGHTS BE
22 GIVEN. ALL PERSONS CLAIMING AN INTEREST IN SHARES OF A STATUTORY
23 CLOSE CORPORATION:
24 (1) COMPLYING WITH THE NOTICE REQUIREMENT OF THIS
25 SECTION SHALL BE BOUND BY THE DOCUMENTS REFERRED TO IN THE
26 NOTICE.
27 (2) NOT COMPLYING WITH THE REQUIREMENT OF THIS SECTION
28 SHALL BE BOUND ONLY BY ANY DOCUMENTS OF WHICH THEY, OR ANY
29 PERSON THROUGH WHOM THEY CLAIM, HAVE KNOWLEDGE OR NOTICE.
30 § 2322. SHARE TRANSFER RESTRICTIONS.
19870S1200B2515 - 311 -
1 (A) GENERAL RULE.--UNLESS OTHERWISE PROVIDED IN A BYLAW
2 ADOPTED BY THE SHAREHOLDERS, NO INTEREST IN SHARES OF A
3 STATUTORY CLOSE CORPORATION MAY BE TRANSFERRED, BY OPERATION OF
4 LAW OR OTHERWISE, WHETHER VOLUNTARY OR INVOLUNTARY.
5 (B) EXCEPTION.--SUBSECTION (A) SHALL NOT APPLY TO A
6 TRANSFER:
7 (1) TO THE CORPORATION OR TO ANY OTHER SHAREHOLDER OF
8 THE SAME CLASS OF SHARES.
9 (2) TO MEMBERS OF THE IMMEDIATE FAMILY OF A SHAREHOLDER
10 OR TO A TRUST ALL OF WHOSE BENEFICIARIES ARE MEMBERS OF THE
11 IMMEDIATE FAMILY OF A SHAREHOLDER. THE IMMEDIATE FAMILY OF A
12 SHAREHOLDER SHALL INCLUDE ONLY HIS SPOUSE, PARENTS, BROTHERS,
13 SISTERS, LINEAL DESCENDANTS (INCLUDING DESCENDANTS RELATED BY
14 ADOPTION) AND SPOUSES OF ANY LINEAL DESCENDANTS.
15 (3) THAT HAS BEEN APPROVED BY THE UNANIMOUS VOTE OF THE
16 HOLDERS OF THE MOST JUNIOR SHARES OF THE CORPORATION HAVING
17 VOTING RIGHTS FOR THE ELECTION OF DIRECTORS.
18 (4) TO AN EXECUTOR OR ADMINISTRATOR UPON THE DEATH OF A
19 SHAREHOLDER OR TO A TRUSTEE OR RECEIVER AS THE RESULT OF A
20 BANKRUPTCY, INSOLVENCY, DISSOLUTION OR SIMILAR PROCEEDING
21 BROUGHT BY OR AGAINST A SHAREHOLDER.
22 (5) BY MERGER, CONSOLIDATION OR SHARE EXCHANGE THAT
23 BECOMES EFFECTIVE PURSUANT TO SECTION 2336 (RELATING TO
24 FUNDAMENTAL CHANGES) OR A SHARE EXCHANGE OF EXISTING SHARES
25 FOR OTHER SHARES OF A DIFFERENT CLASS OR SERIES IN THE
26 CORPORATION.
27 (6) BY A PLEDGE AS COLLATERAL FOR A LOAN THAT DOES NOT
28 GRANT THE PLEDGEE ANY VOTING RIGHTS POSSESSED BY THE PLEDGOR.
29 (7) MADE AFTER TERMINATION OF THE STATUS OF THE
30 CORPORATION AS A STATUTORY CLOSE CORPORATION.
19870S1200B2515 - 312 -
1 (8) PERMITTED BY SUBSECTION (H).
2 (C) OFFER BY NONEXEMPT PURCHASER.--ANY PERSON DESIRING TO
3 TRANSFER SHARES IN A TRANSACTION NOT EXEMPT UNDER SUBSECTION
4 (B)(1) THROUGH (7) SHALL OBTAIN AN OFFER FROM A THIRD PARTY WHO
5 MEETS THE REQUIREMENTS OF SUBSECTION (D) TO PURCHASE THE SHARES
6 FOR CASH AND SHALL DELIVER WRITTEN NOTICE OF THE THIRD PARTY
7 OFFER TO THE CORPORATION AT ITS REGISTERED OFFICE STATING THE
8 NUMBER AND KIND OF SHARES, THE OFFERING PRICE, THE OTHER TERMS
9 OF THE OFFER AND THE NAME AND ADDRESS OF THE THIRD PARTY
10 OFFEROR.
11 (D) QUALIFICATIONS OF TRANSFEREE.--A TRANSFER SHALL NOT BE
12 MADE TO A THIRD PARTY UNLESS:
13 (1) THE THIRD PARTY IS ELIGIBLE TO BECOME A QUALIFIED
14 SHAREHOLDER UNDER THE PROVISIONS OF ANY FEDERAL OR STATE TAX
15 STATUTE THAT THE CORPORATION HAS ELECTED TO BE SUBJECT TO AND
16 THE THIRD PARTY AGREES IN WRITING NOT TO TAKE ANY ACTION TO
17 TERMINATE THE ELECTION WITHOUT THE APPROVAL OF THE REMAINING
18 SHAREHOLDERS.
19 (2) THE TRANSFER TO THE THIRD PARTY WILL NOT RESULT IN
20 THE IMPOSITION OF THE PERSONAL HOLDING COMPANY TAX OR ANY
21 SIMILAR FEDERAL OR STATE PENALTY TAX ON THE CORPORATION.
22 (3) THE THIRD PARTY IS ELIGIBLE TO BE A SHAREHOLDER
23 UNDER ANY PROVISION OF THE ARTICLES PERMITTED BY SECTION
24 2304(B) (RELATING TO NUMBER OR QUALIFICATIONS OF
25 SHAREHOLDERS).
26 (E) ACTION ON OFFER BY CORPORATION.--THE NOTICE SPECIFIED IN
27 SUBSECTION (C) SHALL CONSTITUTE AN OFFER BY THE SHAREHOLDER TO
28 SELL THE SHARES TO THE CORPORATION ON THE TERMS OF THE THIRD
29 PARTY OFFER. WITHIN 20 DAYS AFTER RECEIPT OF THE NOTICE BY THE
30 CORPORATION, THE SECRETARY SHALL CALL A SPECIAL MEETING OF
19870S1200B2515 - 313 -
1 SHAREHOLDERS, WHICH SHALL BE HELD NOT MORE THAN 40 DAYS AFTER
2 THE CALL, FOR THE PURPOSE OF DETERMINING WHETHER TO PURCHASE ALL
3 (BUT NOT LESS THAN ALL) OF THE OFFERED SHARES. APPROVAL OF
4 ACTION TO PURCHASE SHALL BE BY A MAJORITY OF THE VOTES OF ALL
5 SHAREHOLDERS ENTITLED TO VOTE THEREON, EXCLUDING THE HOLDERS OF
6 OFFERED SHARES. WITH THE CONSENT OF ALL THE SHAREHOLDERS
7 ENTITLED TO VOTE FOR THE APPROVAL, THE CORPORATION MAY ALLOCATE
8 SOME OR ALL OF THE SHARES TO ONE OR MORE SHAREHOLDERS, OR TO
9 OTHER PERSONS, BUT, IF THE CORPORATION HAS MORE THAN ONE CLASS
10 OF SHARES, THE REMAINING HOLDERS OF THE CLASS OF SHARES BEING
11 OFFERED FOR SALE SHALL HAVE A FIRST OPTION TO PURCHASE THE
12 SHARES THAT ARE NOT PURCHASED BY THE CORPORATION IN PROPORTION
13 TO THEIR SHAREHOLDINGS OR IN SUCH PROPORTION AS SHALL BE
14 AGREEABLE TO THOSE DESIRING TO PARTICIPATE IN THE PURCHASE.
15 (F) NOTICE OF ACTION BY CORPORATION.--WITHIN 75 DAYS AFTER
16 RECEIPT OF THE OFFER, WRITTEN NOTICE OF THE ACCEPTANCE OF THE
17 OFFER OF THE SHAREHOLDER SHALL BE DELIVERED OR SENT TO THE
18 OFFERING SHAREHOLDER AT THE ADDRESS SPECIFIED IN HIS NOTICE TO
19 THE CORPORATION OR, IN THE ABSENCE OF ANY SPECIFICATION, AT HIS
20 LAST KNOWN ADDRESS AS REFLECTED IN THE RECORDS OF THE
21 CORPORATION. IF THE NOTICE CONTAINS TERMS OF PURCHASE DIFFERENT
22 FROM THOSE CONTAINED IN THE OFFER OF THE SHAREHOLDER, THE
23 DIFFERENT TERMS SHALL BE DEEMED A COUNTEROFFER AND UNLESS THE
24 SHAREHOLDER WISHING TO TRANSFER HIS SHARES ACCEPTS IN WRITING
25 THE COUNTEROFFER OR THE SHAREHOLDER AND THE CORPORATION OR OTHER
26 PURCHASER OTHERWISE RESOLVE BY WRITTEN AGREEMENT THE DIFFERENCE
27 BETWEEN THE OFFER AND COUNTEROFFER WITHIN 15 DAYS OF RECEIPT BY
28 THE SHAREHOLDER OF THE QUALIFIED NOTICE OF ACCEPTANCE, THE
29 NOTICE CONTAINING THE COUNTEROFFER SHALL BE INEFFECTIVE AS AN
30 ACCEPTANCE.
19870S1200B2515 - 314 -
1 (G) DELIVERY AND PAYMENT.--IF A CONTRACT TO SELL IS CREATED
2 UNDER SUBSECTION (F), THE SHAREHOLDER SHALL MAKE DELIVERY OF ALL
3 THE CERTIFICATES FOR THE SHARES SO SOLD, DULY ENDORSED, WITHIN
4 20 DAYS OF RECEIPT OF THE NOTICE OF ACCEPTANCE. BREACH OF ANY OF
5 THE TERMS OF THE CONTRACT SHALL ENTITLE THE NONBREACHING PARTY
6 TO ANY REMEDY AT LAW OR EQUITY ALLOWED FOR BREACH OF A CONTRACT
7 INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE.
8 (H) LIMITED RELEASE FROM RESTRICTIONS.--IF THE OFFER TO SELL
9 IS NOT ACCEPTED PURSUANT TO SUBSECTIONS (E) AND (F), THE
10 SHAREHOLDER SHALL BE ENTITLED TO TRANSFER TO THE THIRD PARTY
11 OFFEROR ALL (BUT NOT LESS THAN ALL) OF THE OFFERED SHARES WITHIN
12 120 DAYS AFTER DELIVERY OF THE NOTICE SPECIFIED IN SUBSECTION
13 (C) IN ACCORDANCE WITH THE TERMS SPECIFIED THEREIN.
14 § 2323. TRANSFER OF SHARES IN BREACH OF TRANSFER RESTRICTIONS.
15 ANY ATTEMPTED TRANSFER OF SHARES OF A STATUTORY CLOSE
16 CORPORATION IN VIOLATION OF ANY TRANSFER RESTRICTION BINDING ON
17 THE TRANSFEREE SHALL BE INEFFECTIVE. ANY ATTEMPTED TRANSFER OF
18 SHARES OF A STATUTORY CLOSE CORPORATION IN VIOLATION OF ANY
19 TRANSFER RESTRICTION NOT BINDING ON THE TRANSFEREE SHALL GIVE
20 THE CORPORATION THE OPTION, EXERCISABLE BY NOTICE AND PAYMENT
21 WITHIN 30 DAYS AFTER PRESENTATION OF THE SHARES FOR REGISTRATION
22 IN THE NAME OF THE TRANSFEREE, TO PURCHASE THE SHARES FROM THE
23 TRANSFEREE FOR THE SAME PRICE AND TERMS AS CONTEMPLATED FOR THE
24 INEFFECTIVE TRANSFER, UNLESS SUCH TRANSFER WAS NOT INTENDED TO
25 BE A TRANSFER FOR VALUE.
26 § 2324. CORPORATION OPTION WHERE A RESTRICTION ON TRANSFER OF A
27 SECURITY IS HELD INVALID.
28 IF THE BYLAWS CONTAIN PROVISIONS PURSUANT TO SECTION 2322(A)
29 (RELATING TO SHARE TRANSFER RESTRICTIONS) AND A RESTRICTION ON
30 TRANSFER OF A SECURITY OF A STATUTORY CLOSE CORPORATION IS HELD
19870S1200B2515 - 315 -
1 NOT TO BE AUTHORIZED BY SECTION 1529 (RELATING TO TRANSFER OF
2 SECURITIES; RESTRICTIONS), THE CORPORATION SHALL NEVERTHELESS
3 HAVE AN OPTION, FOR A PERIOD OF 30 DAYS AFTER THE JUDGMENT
4 SETTING ASIDE THE RESTRICTION BECOMES FINAL, TO ACQUIRE THE
5 RESTRICTED SECURITY AT A PRICE THAT IS AGREED UPON BY THE
6 PARTIES OR, IF AN AGREEMENT IS NOT REACHED, AT THE FAIR VALUE AS
7 DETERMINED UNDER SUBCHAPTER D OF CHAPTER 15 (RELATING TO
8 DISSENTERS RIGHTS).
9 § 2325. SALE OPTION OF ESTATE OF SHAREHOLDER.
10 (A) GENERAL RULE.--UNLESS OTHERWISE PROVIDED IN A BYLAW
11 ADOPTED BY THE SHAREHOLDERS, THE PERSONAL REPRESENTATIVE OF ANY
12 DECEASED HOLDER OR OWNER OF SHARES SHALL HAVE THE RIGHT TO
13 REQUIRE A STATUTORY CLOSE CORPORATION TO ELECT EITHER TO
14 PURCHASE OR CAUSE THE PURCHASE OF ALL, BUT NOT LESS THAN ALL, OF
15 THE SHARES OWNED BY THE DECEDENT PURSUANT TO SUBSECTIONS (C)
16 THROUGH (E) OR TO BE DISSOLVED.
17 (B) MINIMUM VOTE REQUIREMENT.--AN AMENDMENT TO THE BYLAWS TO
18 PROVIDE THAT THIS SECTION SHALL APPLY OR TO DELETE OR MODIFY THE
19 PROVISIONS OF THIS SECTION SHALL REQUIRE AT LEAST THE MINIMUM
20 VOTE FOR APPROVAL. ANY SHAREHOLDER WHO VOTES AGAINST AN
21 AMENDMENT TO DELETE OR MODIFY THE PROVISIONS OF THIS SECTION
22 SHALL, IF THE AMENDMENT TERMINATES OR SUBSTANTIALLY ALTERS THE
23 EXISTING RIGHTS OF THE SHAREHOLDER PURSUANT TO THIS SECTION TO
24 HAVE HIS SHARES PURCHASED, BE ENTITLED TO RECEIVE THE FAIR VALUE
25 OF HIS SHARES UPON COMPLIANCE WITH THE PROVISIONS OF SUBCHAPTER
26 D OF CHAPTER 15 (RELATING TO DISSENTERS RIGHTS).
27 (C) INITIAL PROCEDURE.--WITHIN SIX MONTHS AFTER THE DEATH OF
28 THE HOLDER OR OWNER OF SHARES, THE PERSONAL REPRESENTATIVE SHALL
29 DELIVER A WRITTEN NOTICE TO THE CORPORATION AT ITS REGISTERED
30 OFFICE SPECIFYING THE NUMBER AND CLASS OF ALL SHARES
19870S1200B2515 - 316 -
1 BENEFICIALLY OWNED BY THE DECEASED SHAREHOLDER AND STATING THAT
2 AN OFFER BY THE CORPORATION TO PURCHASE THE SHARES IS BEING
3 SOLICITED PURSUANT TO THIS SECTION. WITHIN 20 DAYS AFTER RECEIPT
4 OF THE NOTICE BY THE CORPORATION, THE SECRETARY SHALL CALL A
5 SPECIAL MEETING OF SHAREHOLDERS, WHICH SHALL BE HELD NOT MORE
6 THAN 40 DAYS AFTER THE CALL, FOR THE PURPOSE OF DETERMINING
7 WHETHER TO OFFER TO PURCHASE THE SHARES. APPROVAL OF ACTION TO
8 OFFER TO PURCHASE THE SHARES SHALL BE BY VOTE OF A MAJORITY OF
9 THE SHARES ENTITLED TO VOTE, EXCLUDING THE SHARES COVERED BY THE
10 NOTICE. WITH THE CONSENT OF ALL THE SHAREHOLDERS ENTITLED TO
11 VOTE FOR THE APPROVAL, THE CORPORATION MAY ALLOCATE SOME OR ALL
12 OF THE SHARES TO ONE OR MORE SHAREHOLDERS, OR TO OTHER PERSONS,
13 BUT IF THE CORPORATION HAS MORE THAN ONE CLASS OF SHARES, THE
14 REMAINING HOLDERS OF THE CLASS OF SHARES BEING OFFERED FOR SALE
15 SHALL HAVE A FIRST OPTION TO PURCHASE THE SHARES THAT ARE NOT
16 PURCHASED BY THE CORPORATION IN PROPORTION TO THEIR
17 SHAREHOLDINGS OR IN SUCH PROPORTION AS SHALL BE AGREEABLE TO
18 THOSE DESIRING TO PARTICIPATE IN THE PURCHASE.
19 (D) NOTICE OF ACTION BY CORPORATION.--WRITTEN NOTICE OF THE
20 APPROVAL BY THE SHAREHOLDERS OF AN OFFER TO PURCHASE, OR THAT NO
21 OFFER TO PURCHASE WAS APPROVED, SHALL BE DELIVERED OR SENT TO
22 THE PERSONAL REPRESENTATIVE WITHIN 75 DAYS AFTER RECEIPT OF THE
23 NOTICE SOLICITING THE OFFER TO PURCHASE. ANY OFFER TO PURCHASE
24 SHALL BE ACCOMPANIED BY COPIES OF THE BALANCE SHEETS AS OF THE
25 END OF, AND PROFIT AND LOSS STATEMENTS FOR, THE PRECEDING TWO
26 FISCAL YEARS OF THE CORPORATION AND ANY AVAILABLE INTERIM
27 BALANCE SHEET AND PROFIT AND LOSS STATEMENT. ANY OFFER TO
28 PURCHASE SHALL BE ACCEPTED OR REJECTED IN WRITING WITHIN 15
29 DAYS.
30 (E) PRICE AND OTHER TERMS OF PURCHASE.--TO THE EXTENT THE
19870S1200B2515 - 317 -
1 PRICE AND OTHER TERMS FOR PURCHASING THE SHARES BY THE
2 CORPORATION OR REMAINING SHAREHOLDERS ARE FIXED OR ARE TO BE
3 DETERMINED PURSUANT TO PROVISIONS IN THE BYLAWS OR IN A WRITTEN
4 AGREEMENT, THOSE PROVISIONS SHALL BE BINDING EXCEPT THAT, IN THE
5 EVENT OF A DEFAULT IN ANY PAYMENT DUE, SUBSECTION (I) SHALL
6 APPLY AND THE PERSON EXERCISING HIS RIGHTS UNDER THIS SECTION
7 SHALL HAVE THE RIGHT TO PETITION FOR DISSOLUTION OF THE
8 CORPORATION.
9 (F) JUDICIAL PROCEEDINGS IN ABSENCE OF AGREEMENT TO
10 PURCHASE.--IF AN OFFER TO PURCHASE IS REJECTED, OR IF AN OFFER
11 TO PURCHASE IS NOT MADE UNDER THIS SECTION, THE PERSONAL
12 REPRESENTATIVE MAY COMMENCE AN ACTION OR PROCEEDING IN COURT
13 UNDER THIS SUBSECTION. THE JURISDICTION OF THE COURT SHALL BE
14 PLENARY AND EXCLUSIVE. THE CORPORATION SHALL BE MADE A PARTY
15 DEFENDANT IN THE ACTION AND SHALL, AT ITS EXPENSE, GIVE NOTICE
16 OF THE COMMENCEMENT OF THE ACTION TO ALL SHAREHOLDERS AND TO
17 SUCH OTHER PERSONS AS THE COURT MAY DIRECT. THE COURT SHALL
18 PROCEED TO DETERMINE THE FAIR VALUE OF THE SHARES CONSIDERING
19 THE GOING CONCERN VALUE OF THE CORPORATION, ANY AGREEMENT AMONG
20 SOME OR ALL OF THE SHAREHOLDERS FIXING A PRICE OR SPECIFYING A
21 FORMULA FOR DETERMINING THE VALUE OF SHARES OF THE CORPORATION
22 FOR ANY PURPOSE, THE RECOMMENDATIONS OF ANY APPRAISER APPOINTED
23 BY THE COURT, ANY LEGAL CONSTRAINT ON THE ABILITY OF THE
24 CORPORATION TO ACQUIRE THE SHARES AND OTHER RELEVANT EVIDENCE.
25 THE COURT SHALL ENTER AN ORDER REQUIRING THE CORPORATION TO
26 CAUSE THE PURCHASE OF THE SHARES AT FAIR VALUE INCLUDING SUCH
27 PROVISIONS AS ARE DEEMED PROPER CONCERNING PAYMENT OF THE
28 PURCHASE PRICE IN TWO OR MORE INSTALLMENTS, PAYMENT OF INTEREST
29 ON THE INSTALLMENTS, SUBORDINATION OF THE OBLIGATION TO THE
30 RIGHTS OF OTHER CREDITORS OF THE CORPORATION AND SECURITY FOR
19870S1200B2515 - 318 -
1 PAYMENT OF THE DEFERRED PURCHASE PRICE.
2 (G) COSTS AND EXPENSES.--EXCEPT AS OTHERWISE PRESCRIBED BY
3 GENERAL RULES:
4 (1) IF THE FAIR VALUE OF THE SHARES AS DETERMINED BY THE
5 COURT DOES NOT MATERIALLY EXCEED THE LAST OFFER MADE BY THE
6 CORPORATION PRIOR TO THE COMMENCEMENT OF AN ACTION PURSUANT
7 TO SUBSECTION (F) AND THE COURT FINDS THAT THE FAILURE OF THE
8 PERSONAL REPRESENTATIVE TO ACCEPT THE LAST OFFER OF THE
9 CORPORATION WAS DILATORY, ARBITRARY, OBDURATE, VEXATIOUS OR
10 IN BAD FAITH, THE COURT MAY ASSESS ALL OR A PORTION OF THE
11 COSTS AND EXPENSES OF THE ACTION AGAINST THE ESTATE OF THE
12 DECEASED SHAREHOLDER.
13 (2) IF THE FAIR VALUE OF THE SHARES AS DETERMINED BY THE
14 COURT MATERIALLY EXCEEDS THE AMOUNT OF THE LAST OFFER MADE BY
15 THE CORPORATION PRIOR TO THE TIME AN ACTION OR PROCEEDING WAS
16 COMMENCED PURSUANT TO SUBSECTION (F) AND THE COURT FINDS THAT
17 THE LAST OFFER OF THE CORPORATION WAS DILATORY, ARBITRARY,
18 OBDURATE, VEXATIOUS OR IN BAD FAITH, THE COURT MAY ASSESS ALL
19 OR A PORTION OF THE COSTS AND EXPENSES OF THE ACTION AGAINST
20 THE CORPORATION.
21 (3) EXPENSES ASSESSABLE UNDER PARAGRAPHS (1) AND (2)
22 SHALL INCLUDE REASONABLE COMPENSATION FOR AND REASONABLE
23 EXPENSES OF ANY APPRAISER APPOINTED BY THE COURT AND THE
24 REASONABLE FEES AND EXPENSES OF COUNSEL FOR AND EXPERTS
25 EMPLOYED BY ANY PARTY.
26 (4) EXCEPT AS PROVIDED IN PARAGRAPHS (1) AND (2), THE
27 COSTS OF AN ACTION COMMENCED PURSUANT TO SUBSECTION (F) SHALL
28 BE ASSESSED ON AN EQUAL BASIS BETWEEN THE CORPORATION AND THE
29 ESTATE OF THE DECEASED SHAREHOLDER AND ALL OTHER FEES AND
30 EXPENSES SHALL BE BORNE BY THE PARTY INCURRING THE FEES AND
19870S1200B2515 - 319 -
1 EXPENSES.
2 (H) SUBSEQUENT MODIFICATION OF ORDER.--UPON APPLICATION OF
3 THE CORPORATION, THE COURT MAY MODIFY ITS ORDER TO CHANGE THE
4 TERMS OF PAYMENT IF IT FINDS THAT THE CHANGED FINANCIAL OR LEGAL
5 ABILITY OF THE CORPORATION OR OTHER PURCHASERS OF THE SHARES TO
6 COMPLETE THE PURCHASE JUSTIFIES A MODIFICATION. ANY PERSON
7 MAKING A PAYMENT IN ORDER TO PREVENT OR CURE ANY DEFAULT BY ANY
8 PURCHASER SHALL BE ENTITLED TO RECOVER THE EXCESS PAYMENT FROM
9 THE DEFAULTING PERSON.
10 (I) FAILURE TO MAKE PAYMENT.--IF THE CORPORATION OR OTHER
11 PURCHASER FAILS FOR ANY REASON TO MAKE ANY PAYMENT SPECIFIED IN
12 THE ORDER WITHIN 30 DAYS AFTER THE DUE DATE FOR THE PAYMENT, THE
13 COURT SHALL, UPON APPLICATION OF THE PERSON TO WHOM THE PAYMENT
14 IS DUE AND IN THE ABSENCE OF GOOD CAUSE SHOWN BY THE
15 CORPORATION, ENTER AN ORDER DIRECTING THAT THE CORPORATION BE
16 DISSOLVED.
17 (J) WAIVER.--ANY SHAREHOLDER MAY WAIVE IN WRITING THE RIGHTS
18 OF HIS PERSONAL REPRESENTATIVE UNDER THIS SECTION.
19 (K) SECTION NONEXCLUSIVE.--THIS SECTION SHALL NOT BE
20 CONSTRUED TO PROHIBIT ANY OTHER AGREEMENT NOT PROHIBITED BY LAW
21 THAT PROVIDES FOR THE PURCHASE OF SHARES OF THE CORPORATION NOR
22 SHALL IT PREVENT A SHAREHOLDER FROM ENFORCING ANY OTHER REMEDY
23 HE MAY HAVE.
24 SUBCHAPTER C
25 POWERS, DUTIES AND SAFEGUARDS
26 SEC.
27 2331. DIRECTORS.
28 2332. MANAGEMENT BY SHAREHOLDERS.
29 2333. APPOINTMENT OF CUSTODIAN FOR STATUTORY CLOSE
30 CORPORATION.
19870S1200B2515 - 320 -
1 2334. APPOINTMENT OF PROVISIONAL DIRECTOR IN CERTAIN CASES.
2 2335. OPERATING CORPORATION AS PARTNERSHIP.
3 2336. FUNDAMENTAL CHANGES.
4 2337. OPTION OF SHAREHOLDER TO DISSOLVE CORPORATION.
5 § 2331. DIRECTORS.
6 (A) AGREEMENTS RESTRICTING DISCRETION OF DIRECTORS.--A
7 WRITTEN AGREEMENT AMONG THE SHAREHOLDERS OF A STATUTORY CLOSE
8 CORPORATION ENTITLED TO CAST AT LEAST A MAJORITY OF THE VOTES
9 THAT ALL SHAREHOLDERS ARE ENTITLED TO CAST FOR THE ELECTION OF
10 DIRECTORS, WHETHER SOLELY AMONG THEMSELVES OR WITH A PARTY NOT A
11 SHAREHOLDER, IS NOT INVALID, AS BETWEEN THE PARTIES TO THE
12 AGREEMENT OR THE SHAREHOLDERS OF THE CORPORATION, ON THE GROUND
13 THAT IT SO RELATES TO THE CONDUCT OF THE BUSINESS AND AFFAIRS OF
14 THE CORPORATION AS TO RESTRICT OR INTERFERE WITH THE DISCRETION
15 OR POWERS OF THE BOARD OF DIRECTORS.
16 (B) EFFECT OF AGREEMENT.--THE EFFECT OF ANY SUCH AGREEMENT
17 SHALL BE TO RELIEVE THE DIRECTORS AND IMPOSE UPON THE
18 SHAREHOLDERS WHO ARE PARTIES TO THE AGREEMENT THE LIABILITY FOR
19 ACTS OR OMISSIONS THAT IS IMPOSED BY LAW ON DIRECTORS TO THE
20 EXTENT AND SO LONG AS THE DISCRETION OR POWERS OF THE BOARD IN
21 ITS DIRECTION OF THE MANAGEMENT OF CORPORATE AFFAIRS IS
22 CONTROLLED BY THE AGREEMENT. SHAREHOLDERS UPON WHOM THE
23 LIABILITIES OF DIRECTORS ARE IMPOSED BY THIS SECTION SHALL TO
24 THAT EXTENT BE ENTITLED TO THE RIGHTS AND IMMUNITIES CONFERRED
25 BY THIS PART AND OTHER PROVISIONS OF LAW UPON DIRECTORS OF A
26 CORPORATION.
27 § 2332. MANAGEMENT BY SHAREHOLDERS.
28 (A) GENERAL RULE.--A BYLAW OF A STATUTORY CLOSE CORPORATION
29 ADOPTED BY THE SHAREHOLDERS MAY PROVIDE THAT THE BUSINESS AND
30 AFFAIRS OF THE CORPORATION SHALL BE MANAGED BY OR UNDER THE
19870S1200B2515 - 321 -
1 DIRECTION OF THE SHAREHOLDERS OF THE CORPORATION RATHER THAN BY
2 OR UNDER THE DIRECTION OF A BOARD OF DIRECTORS. SO LONG AS SUCH
3 A PROVISION CONTINUES IN EFFECT:
4 (1) MEETINGS OF SHAREHOLDERS NEED NOT BE CALLED TO ELECT
5 DIRECTORS.
6 (2) UNLESS THE CONTEXT CLEARLY REQUIRES OTHERWISE, THE
7 SHAREHOLDERS OF THE CORPORATION SHALL BE DEEMED TO BE
8 DIRECTORS FOR PURPOSES OF APPLYING PROVISIONS OF THIS
9 SUBPART.
10 (3) THE SHAREHOLDERS OF THE CORPORATION SHALL BE SUBJECT
11 TO ALL LIABILITIES IMPOSED AND SHALL ENJOY ALL RIGHTS AND
12 IMMUNITIES CONFERRED BY LAW ON DIRECTORS.
13 (B) PROCEDURE.--SUCH A PROVISION MAY BE INSERTED IN THE
14 ARTICLES OR BYLAWS BY AMENDMENT IF ALL INCORPORATORS OR ALL
15 SHAREHOLDERS, REGARDLESS OF ANY LIMITATIONS STATED IN THE
16 ARTICLES OR BYLAWS ON THE VOTING RIGHTS OF ANY CLASS, AUTHORIZE
17 THE PROVISION. AN AMENDMENT TO THE ARTICLES OR BYLAWS TO DELETE
18 THE PROVISION SHALL BE ADOPTED AND SHALL BECOME EFFECTIVE IN
19 ACCORDANCE WITH SUBCHAPTER B OF CHAPTER 19 (RELATING TO
20 AMENDMENT OF ARTICLES) OR SECTION 1504 (RELATING TO ADOPTION,
21 AMENDMENT AND CONTENTS OF BYLAWS) EXCEPT THAT THE HOLDERS OF
22 SHARES OF EVERY CLASS SHALL BE ENTITLED TO VOTE ON THE AMENDMENT
23 REGARDLESS OF ANY LIMITATIONS STATED IN THE ARTICLES OR BYLAWS
24 ON THE VOTING RIGHTS OF ANY CLASS.
25 (C) NOTICE ON SHARES.--IF THE ARTICLES OR BYLAWS CONTAIN A
26 PROVISION AUTHORIZED BY THIS SECTION, THE EXISTENCE OF THE
27 PROVISION SHALL BE NOTED CONSPICUOUSLY ON EVERY SHARE
28 CERTIFICATE ISSUED BY THE CORPORATION UNLESS THE CERTIFICATE
29 COMPLIES WITH SECTION 2321(C) (RELATING TO NOTICE OF STATUTORY
30 CLOSE CORPORATION STATUS).
19870S1200B2515 - 322 -
1 § 2333. APPOINTMENT OF CUSTODIAN FOR STATUTORY CLOSE
2 CORPORATION.
3 (A) GENERAL RULE.--IN ADDITION TO THE PROVISIONS OF SECTION
4 1767 (RELATING TO APPOINTMENT OF CUSTODIAN OF CORPORATION ON
5 DEADLOCK OR OTHER CAUSE) THE COURT, UPON APPLICATION OF ANY
6 SHAREHOLDER, MAY APPOINT ONE OR MORE PERSONS TO BE CUSTODIANS
7 AND, IF THE CORPORATION IS INSOLVENT, TO BE RECEIVERS OF ANY
8 STATUTORY CLOSE CORPORATION WHEN:
9 (1) PURSUANT TO THIS SUBCHAPTER, THE BUSINESS AND
10 AFFAIRS OF THE CORPORATION ARE MANAGED BY OR UNDER THE
11 DIRECTION OF THE SHAREHOLDERS AND THEY ARE SO DIVIDED THAT
12 THE BUSINESS OF THE CORPORATION IS SUFFERING OR IS THREATENED
13 WITH IMMEDIATE AND IRREPARABLE INJURY AND ANY REMEDY WITH
14 RESPECT TO SUCH DEADLOCK PROVIDED IN THE BYLAWS OR IN ANY
15 WRITTEN AGREEMENT OF THE SHAREHOLDERS HAS FAILED; OR
16 (2) THE APPLICANT SHAREHOLDER HAS THE RIGHT TO THE
17 DISSOLUTION OF THE CORPORATION UNDER A PROVISION OF THE
18 ARTICLES PERMITTED BY SECTION 2337 (RELATING TO OPTION OF
19 SHAREHOLDER TO DISSOLVE CORPORATION).
20 A CUSTODIAN APPOINTED UNDER PARAGRAPH (2) SHALL HAVE THE
21 AUTHORITY TO LIQUIDATE THE AFFAIRS OF THE CORPORATION AND
22 DISTRIBUTE ITS ASSETS.
23 (B) PROVISIONAL DIRECTOR.--IN LIEU OF APPOINTING A CUSTODIAN
24 FOR A STATUTORY CLOSE CORPORATION UNDER SUBSECTION (A)(1) OR
25 SECTION 1767 OR A RECEIVER UNDER SUBCHAPTER G OF CHAPTER 19
26 (RELATING TO INVOLUNTARY LIQUIDATION AND DISSOLUTION), THE COURT
27 MAY APPOINT A PROVISIONAL DIRECTOR, WHOSE POWERS AND STATUS
28 SHALL BE AS PROVIDED IN SECTION 2334 (RELATING TO APPOINTMENT OF
29 PROVISIONAL DIRECTOR IN CERTAIN CASES), IF THE COURT DETERMINES
30 THAT IT WOULD BE IN THE BEST INTEREST OF THE CORPORATION. THE
19870S1200B2515 - 323 -
1 APPOINTMENT SHALL NOT PRECLUDE ANY SUBSEQUENT ORDER OF THE COURT
2 APPOINTING A CUSTODIAN OR RECEIVER FOR THE CORPORATION.
3 § 2334. APPOINTMENT OF PROVISIONAL DIRECTOR IN CERTAIN CASES.
4 (A) GENERAL RULE.--NOTWITHSTANDING ANY CONTRARY PROVISION OF
5 THE ARTICLES OR THE BYLAWS OR AGREEMENT OF THE SHAREHOLDERS, THE
6 COURT MAY APPOINT A PROVISIONAL DIRECTOR FOR A STATUTORY CLOSE
7 CORPORATION IF THE DIRECTORS ARE SO DIVIDED RESPECTING THE
8 MANAGEMENT OF THE BUSINESS AND AFFAIRS OF THE CORPORATION THAT
9 THE VOTES REQUIRED FOR ACTION BY THE BOARD OF DIRECTORS CANNOT
10 BE OBTAINED WITH THE CONSEQUENCE THAT THE BUSINESS AND AFFAIRS
11 OF THE CORPORATION CAN NO LONGER BE CONDUCTED TO THE ADVANTAGE
12 OF THE SHAREHOLDERS GENERALLY.
13 (B) APPLICATION FOR RELIEF.--
14 (1) AN APPLICATION FOR RELIEF UNDER THIS SECTION MUST BE
15 FILED BY OR ON BEHALF OF:
16 (I) AT LEAST ONE-HALF OF THE NUMBER OF DIRECTORS
17 THEN IN OFFICE;
18 (II) THE HOLDERS OF SHARES ENTITLED TO CAST AT LEAST
19 ONE-THIRD OF THE VOTES THAT ALL SHAREHOLDERS ARE ENTITLED
20 TO CAST FOR THE ELECTION OF DIRECTORS; OR
21 (III) SHAREHOLDERS ENTITLED TO CAST AT LEAST TWO-
22 THIRDS OF THE VOTES THAT ALL SHAREHOLDERS OF THE CLASS
23 ARE ENTITLED TO CAST FOR THE ELECTION OF DIRECTORS IF
24 THERE IS MORE THAN ONE CLASS OF SHARES THEN ENTITLED TO
25 ELECT ONE OR MORE DIRECTORS.
26 A BYLAW OF A STATUTORY CLOSE CORPORATION ADOPTED BY THE
27 SHAREHOLDERS MAY PROVIDE THAT A LESSER PROPORTION OF THE
28 DIRECTORS OR OF THE SHAREHOLDERS OR OF A CLASS OF
29 SHAREHOLDERS MAY APPLY FOR RELIEF UNDER THIS SECTION.
30 (2) EVEN THOUGH THE REQUIREMENTS OF PARAGRAPH (1) ARE
19870S1200B2515 - 324 -
1 NOT SATISFIED, THE COURT MAY NEVERTHELESS APPOINT A
2 PROVISIONAL DIRECTOR IF PERMITTED BY SECTION 2333(B)
3 (RELATING TO PROVISIONAL DIRECTOR).
4 (C) QUALIFICATIONS.--A PROVISIONAL DIRECTOR SHALL BE AN
5 IMPARTIAL INDIVIDUAL WHO IS NEITHER A SHAREHOLDER NOR A CREDITOR
6 OF THE CORPORATION OR OF ANY SUBSIDIARY OR AFFILIATE OF THE
7 CORPORATION AND WHOSE FURTHER QUALIFICATIONS, IF ANY, MAY BE
8 DETERMINED BY THE COURT.
9 (D) STATUS AND POWERS.--A PROVISIONAL DIRECTOR IS NOT A
10 RECEIVER OF A CORPORATION AND DOES NOT HAVE THE TITLE AND POWERS
11 OF A CUSTODIAN OR RECEIVER APPOINTED UNDER SECTION 1767
12 (RELATING TO APPOINTMENT OF CUSTODIAN OF CORPORATION ON DEADLOCK
13 OR OTHER CAUSE) OR SUBCHAPTER G OF CHAPTER 19 (RELATING TO
14 INVOLUNTARY LIQUIDATION AND DISSOLUTION). A PROVISIONAL DIRECTOR
15 SHALL HAVE ALL THE RIGHTS AND POWERS OF A DULY ELECTED DIRECTOR
16 OF THE CORPORATION, INCLUDING THE RIGHT TO NOTICE OF AND TO VOTE
17 AT MEETINGS OF DIRECTORS, UNTIL SUCH TIME AS HE IS REMOVED BY
18 ORDER OF THE COURT OR BY THE SHAREHOLDERS ENTITLED TO CAST AT
19 LEAST TWO-THIRDS OF THE VOTES THAT ALL SHAREHOLDERS OF THAT
20 CLASS OF VOTING SHARES THAT FILED THE APPLICATION FOR
21 APPOINTMENT OF A PROVISIONAL DIRECTOR ARE ENTITLED TO CAST FOR
22 DIRECTORS, OR BY THE SHAREHOLDERS ENTITLED TO CAST AT LEAST A
23 MAJORITY OF THE VOTES THAT ALL SHAREHOLDERS ARE ENTITLED TO CAST
24 FOR THE ELECTION OF DIRECTORS, IN ANY OTHER CASE.
25 (E) COMPENSATION.--THE COMPENSATION OF THE PROVISIONAL
26 DIRECTOR SHALL BE DETERMINED BY AGREEMENT BETWEEN HIM AND THE
27 CORPORATION SUBJECT TO APPROVAL OF THE COURT. THE COURT MAY FIX
28 HIS COMPENSATION IN THE ABSENCE OF AGREEMENT OR IN THE EVENT OF
29 DISAGREEMENT BETWEEN THE PROVISIONAL DIRECTOR AND THE
30 CORPORATION.
19870S1200B2515 - 325 -
1 § 2335. OPERATING CORPORATION AS PARTNERSHIP.
2 A WRITTEN AGREEMENT AMONG SHAREHOLDERS OF A STATUTORY CLOSE
3 CORPORATION, OR ANY PROVISION OF THE ARTICLES OR BYLAWS OF THE
4 CORPORATION, WHICH AGREEMENT OR PROVISION RELATES TO ANY PHASE
5 OF THE AFFAIRS OF SUCH CORPORATION, INCLUDING BUT NOT LIMITED TO
6 THE MANAGEMENT OF ITS BUSINESS OR DECLARATION AND PAYMENT OF
7 DIVIDENDS OR OTHER DIVISION OF PROFITS OR THE ELECTION OF
8 DIRECTORS OR OFFICERS OR THE EMPLOYMENT OF SHAREHOLDERS BY THE
9 CORPORATION OR THE ARBITRATION OF DISPUTES, SHALL NOT BE INVALID
10 ON THE GROUND THAT IT IS AN ATTEMPT BY THE PARTIES TO THE
11 AGREEMENT OR BY THE SHAREHOLDERS OF THE CORPORATION TO TREAT THE
12 CORPORATION AS IF IT WERE A PARTNERSHIP OR TO ARRANGE RELATIONS
13 AMONG THE SHAREHOLDERS OR BETWEEN THE SHAREHOLDERS AND THE
14 CORPORATION IN A MANNER THAT WOULD BE APPROPRIATE ONLY AMONG
15 PARTNERS AND SHALL NOT BE GROUNDS FOR IMPOSING PERSONAL
16 LIABILITY ON THE SHAREHOLDERS FOR OBLIGATIONS OF THE
17 CORPORATION.
18 § 2336. FUNDAMENTAL CHANGES.
19 EXCEPT AS PERMITTED OR REQUIRED BY THIS CHAPTER, A STATUTORY
20 CLOSE CORPORATION SHALL NOT EFFECT ANY CORPORATE ACTION THAT
21 UNDER CHAPTER 19 (RELATING TO FUNDAMENTAL CHANGES) REQUIRES THE
22 APPROVAL OF SHAREHOLDERS UNLESS THE ACTION IS ADOPTED BY AT
23 LEAST THE MINIMUM VOTE.
24 § 2337. OPTION OF SHAREHOLDER TO DISSOLVE CORPORATION.
25 (A) GENERAL RULE.--A BYLAW OF A STATUTORY CLOSE CORPORATION
26 ADOPTED BY THE SHAREHOLDERS MAY INCLUDE A PROVISION GRANTING TO
27 ANY SHAREHOLDER, OR TO THE HOLDERS OF ANY SPECIFIED NUMBER OR
28 PERCENTAGE OF SHARES OF ANY CLASS OF SHARES, AN OPTION TO HAVE
29 THE CORPORATION DISSOLVED AT WILL OR UPON THE OCCURRENCE OF ANY
30 SPECIFIED EVENT OR CONTINGENCY. WHENEVER THE OPTION TO DISSOLVE
19870S1200B2515 - 326 -
1 IS EXERCISED, THE SHAREHOLDERS EXERCISING THE OPTION SHALL GIVE
2 WRITTEN NOTICE THEREOF TO ALL OTHER SHAREHOLDERS. AFTER THE
3 EXPIRATION OF 30 DAYS FOLLOWING THE SENDING OF THE NOTICE, THE
4 DISSOLUTION OF THE CORPORATION SHALL PROCEED AS IF THE REQUIRED
5 NUMBER OF SHAREHOLDERS HAVING VOTING RIGHTS HAD CONSENTED IN
6 WRITING TO DISSOLUTION OF THE CORPORATION AS PROVIDED BY
7 SUBCHAPTER F OF CHAPTER 19 (RELATING TO VOLUNTARY DISSOLUTION
8 AND WINDING UP).
9 (B) AMENDMENT ADDING OPTION.--IF THE BYLAWS DO NOT CONTAIN A
10 PROVISION AUTHORIZED BY SUBSECTION (A), THE BYLAWS MAY BE
11 AMENDED TO INCLUDE SUCH A PROVISION IF ADOPTED BY THE UNANIMOUS
12 VOTE OF ALL THE SHAREHOLDERS, REGARDLESS OF ANY LIMITATIONS
13 STATED IN THE BYLAWS ON THE VOTING RIGHTS OF ANY CLASS, UNLESS
14 THE ORIGINAL BYLAWS, OR BYLAWS ADOPTED BY SUCH A UNANIMOUS VOTE,
15 SPECIFICALLY AUTHORIZE SUCH AN AMENDMENT TO BE ADOPTED BY A
16 SPECIFIED VOTE OF SHAREHOLDERS, WHICH SHALL NOT BE LESS THAN THE
17 MINIMUM VOTE.
18 (C) NOTICE ON SHARES.--IF THE BYLAWS CONTAIN A PROVISION
19 AUTHORIZED BY THIS SECTION, THE EXISTENCE OF THE PROVISION SHALL
20 BE NOTED CONSPICUOUSLY ON EVERY SHARE CERTIFICATE ISSUED BY THE
21 CORPORATION UNLESS THE CERTIFICATE COMPLIES WITH SECTION 2321(C)
22 (RELATING TO NOTICE OF STATUTORY CLOSE CORPORATION STATUS).
23 CHAPTER 25
24 REGISTERED CORPORATIONS
25 SUBCHAPTER
26 A. PRELIMINARY PROVISIONS
27 B. POWERS, DUTIES AND SAFEGUARDS
28 C. DIRECTORS AND SHAREHOLDERS
29 D. FUNDAMENTAL CHANGES GENERALLY
30 E. CONTROL TRANSACTIONS
19870S1200B2515 - 327 -
1 F. BUSINESS COMBINATIONS
2 SUBCHAPTER A
3 PRELIMINARY PROVISIONS
4 SEC.
5 2501. APPLICATION AND EFFECT OF CHAPTER.
6 2502. REGISTERED CORPORATION STATUS.
7 2503. ACQUISITION OF REGISTERED CORPORATION STATUS.
8 2504. TERMINATION OF REGISTERED CORPORATION STATUS.
9 § 2501. APPLICATION AND EFFECT OF CHAPTER.
10 (A) GENERAL RULE.--EXCEPT AS OTHERWISE PROVIDED IN THE SCOPE
11 PROVISIONS OF SUBSEQUENT SUBCHAPTERS OF THIS CHAPTER, THIS
12 CHAPTER SHALL BE APPLICABLE TO ANY BUSINESS CORPORATION THAT IS
13 A REGISTERED CORPORATION AS DEFINED IN SECTION 2502 (RELATING TO
14 REGISTERED CORPORATION STATUS).
15 (B) LAWS APPLICABLE TO REGISTERED CORPORATIONS.--EXCEPT AS
16 OTHERWISE PROVIDED IN THIS CHAPTER, THIS SUBPART SHALL BE
17 GENERALLY APPLICABLE TO ALL REGISTERED CORPORATIONS. THE
18 SPECIFIC PROVISIONS OF THIS CHAPTER SHALL CONTROL OVER THE
19 GENERAL PROVISIONS OF THIS SUBPART. EXCEPT AS OTHERWISE PROVIDED
20 IN THIS ARTICLE, A REGISTERED CORPORATION MAY BE SIMULTANEOUSLY
21 SUBJECT TO THIS CHAPTER AND ONE OR MORE OTHER CHAPTERS OF THIS
22 ARTICLE.
23 (C) EFFECT OF A CONTRARY PROVISION OF THE ARTICLES.--THE
24 ARTICLES OF A REGISTERED CORPORATION MAY PROVIDE EITHER
25 EXPRESSLY OR BY NECESSARY IMPLICATION THAT ANY ONE OR MORE OF
26 THE PROVISIONS OF SUBCHAPTERS B (RELATING TO POWERS, DUTIES AND
27 SAFEGUARDS), C (RELATING TO DIRECTORS AND SHAREHOLDERS) AND D
28 (RELATING TO FUNDAMENTAL CHANGES GENERALLY) SHALL NOT BE
29 APPLICABLE IN WHOLE OR IN PART TO THE CORPORATION.
30 § 2502. REGISTERED CORPORATION STATUS.
19870S1200B2515 - 328 -
1 SUBJECT TO ADDITIONAL DEFINITIONS CONTAINED IN SUBSEQUENT
2 PROVISIONS OF THIS CHAPTER WHICH ARE APPLICABLE TO SPECIFIC
3 SUBCHAPTERS OF THIS CHAPTER, AS USED IN THIS CHAPTER, THE TERM
4 "REGISTERED CORPORATION" SHALL MEAN:
5 (1) A DOMESTIC BUSINESS CORPORATION:
6 (I) HAVING A CLASS OR SERIES OF SHARES ENTITLED TO
7 VOTE GENERALLY IN THE ELECTION OF DIRECTORS OF THE
8 CORPORATION REGISTERED UNDER THE SECURITIES EXCHANGE ACT
9 OF 1934 (15 U.S.C. § 78A ET SEQ.); OR
10 (II) SUBJECT TO THE REPORTING OBLIGATIONS IMPOSED BY
11 SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 (15
12 U.S.C. § 78M) BY REASON OF HAVING FILED A REGISTRATION
13 STATEMENT UNDER THE SECURITIES ACT OF 1933 (15 U.S.C. §
14 77A ET SEQ.) RELATING TO SHARES OF A CLASS OR SERIES OF
15 ITS EQUITY SECURITIES.
16 (2) A DOMESTIC BUSINESS CORPORATION ALL OF THE SHARES OF
17 WHICH ARE OWNED, DIRECTLY OR INDIRECTLY, BY ONE OR MORE
18 REGISTERED CORPORATIONS OR FOREIGN CORPORATIONS FOR PROFIT
19 DESCRIBED IN SECTION 4102(B) (RELATING TO REGISTERED
20 CORPORATION EXCLUSIONS).
21 § 2503. ACQUISITION OF REGISTERED CORPORATION STATUS.
22 (A) REGISTERED CORPORATIONS.--THIS CHAPTER SHALL APPLY TO A
23 REGISTERED CORPORATION DESCRIBED IN SECTION 2502(1) (RELATING TO
24 REGISTERED CORPORATION STATUS) ON THE DAY FOLLOWING THE DAY ON
25 WHICH THE CORPORATION BECOMES A REGISTERED CORPORATION.
26 (B) SUBSIDIARY CORPORATIONS.--THIS CHAPTER SHALL APPLY TO A
27 REGISTERED CORPORATION DESCRIBED IN SECTION 2502(2) IMMEDIATELY
28 UPON THE HAPPENING OF ANY EVENT WHEREBY ALL OF THE SHARES OF THE
29 CORPORATION ARE OWNED, DIRECTLY OR INDIRECTLY, BY ONE OR MORE
30 REGISTERED CORPORATIONS OR FOREIGN CORPORATIONS FOR PROFIT
19870S1200B2515 - 329 -
1 DESCRIBED IN SECTION 4102(B) (RELATING TO REGISTERED CORPORATION
2 EXCLUSIONS).
3 § 2504. TERMINATION OF REGISTERED CORPORATION STATUS.
4 (A) REGISTERED CORPORATIONS.--THE APPLICABILITY OF THIS
5 CHAPTER TO A REGISTERED CORPORATION DESCRIBED IN SECTION 2502(1)
6 (RELATING TO REGISTERED CORPORATION STATUS) SHALL TERMINATE
7 IMMEDIATELY UPON THE TERMINATION OF THE STATUS OF THE
8 CORPORATION AS A REGISTERED CORPORATION.
9 (B) SUBSIDIARY CORPORATIONS.--THE APPLICABILITY OF THIS
10 CHAPTER TO A REGISTERED CORPORATION DESCRIBED IN SECTION 2502(2)
11 SHALL TERMINATE IMMEDIATELY UPON THE HAPPENING OF ANY EVENT
12 WHEREBY ALL OF THE SHARES OF THE CORPORATION ARE NO LONGER
13 OWNED, DIRECTLY OR INDIRECTLY, BY ONE OR MORE REGISTERED
14 CORPORATIONS OR FOREIGN CORPORATIONS FOR PROFIT DESCRIBED IN
15 SECTION 4102(B) (RELATING TO REGISTERED CORPORATION EXCLUSIONS).
16 SUBCHAPTER B
17 POWERS, DUTIES AND SAFEGUARDS
18 SEC.
19 2511. FINANCIAL REPORTS TO SHAREHOLDERS.
20 2512. DISSENTERS RIGHTS PROCEDURE.
21 2513. DISPARATE TREATMENT OF CERTAIN PERSONS.
22 § 2511. FINANCIAL REPORTS TO SHAREHOLDERS.
23 (A) GENERAL RULE.--THE REQUIREMENTS OF SECTION 1554
24 (RELATING TO FINANCIAL REPORTS TO SHAREHOLDERS) SHALL NOT APPLY
25 TO A REGISTERED CORPORATION.
26 (B) EXCEPTION.--SUBSECTION (A) DOES NOT APPLY TO A
27 REGISTERED CORPORATION DESCRIBED IN SECTION 2502(2) (RELATING TO
28 REGISTERED CORPORATION STATUS) THAT HAS MORE THAN ONE
29 SHAREHOLDER.
30 § 2512. DISSENTERS RIGHTS PROCEDURE.
19870S1200B2515 - 330 -
1 (A) GENERAL RULE.--A REGISTERED CORPORATION, EXCEPT ONE
2 DESCRIBED IN SECTION 2502(1)(II) OR (2) (RELATING TO REGISTERED
3 CORPORATION STATUS), SHALL NOT BE REQUIRED BY STATUTE TO SUPPLY
4 A COPY OF SUBCHAPTER D OF CHAPTER 15 (RELATING TO DISSENTERS
5 RIGHTS) TO ANY OF ITS SHAREHOLDERS ENTITLED TO DISSENTERS RIGHTS
6 IN CONNECTION WITH A PROPOSED CORPORATE ACTION FROM WHOM THE
7 CORPORATION SOLICITS A PROXY RELATING TO APPROVAL OF, OR TO WHOM
8 IT SENDS AN INFORMATION STATEMENT RELATING TO, THE PROPOSED
9 CORPORATE ACTION.
10 (B) EXCEPTION.--SUBSECTION (A) DOES NOT APPLY TO NOTICE
11 GIVEN UNDER SECTIONS 1575(A)(4) (RELATING TO NOTICE TO DEMAND
12 PAYMENT) AND 1577(C)(3) (RELATING TO PAYMENT OF FAIR VALUE OF
13 SHARES).
14 § 2513. DISPARATE TREATMENT OF CERTAIN PERSONS.
15 (A) GENERAL RULE.--A REGISTERED CORPORATION, EXCEPT ONE
16 DESCRIBED IN SECTION 2502(1)(II) OR (2) (RELATING TO REGISTERED
17 CORPORATION STATUS), THAT CREATES AND ISSUES ANY SECURITIES,
18 CONTRACTS, WARRANTS OR OTHER INSTRUMENTS EVIDENCING ANY SHARES,
19 OPTION RIGHTS, SECURITIES HAVING CONVERSION OR OPTION RIGHTS, OR
20 OBLIGATIONS UNDER SECTION 1525 (RELATING TO STOCK RIGHTS AND
21 OPTIONS) MAY SET FORTH THEREIN SUCH TERMS AS ARE FIXED BY THE
22 BOARD OF DIRECTORS, INCLUDING, WITHOUT LIMITING THE GENERALITY
23 OF SUCH AUTHORITY, CONDITIONS INCLUDING, BUT NOT LIMITED TO,
24 CONDITIONS THAT PRECLUDE OR LIMIT ANY PERSON OR PERSONS OWNING
25 OR OFFERING TO ACQUIRE A SPECIFIED NUMBER OR PERCENTAGE OF THE
26 OUTSTANDING COMMON SHARES, OTHER SHARES, OPTION RIGHTS,
27 SECURITIES HAVING CONVERSION OR OPTION RIGHTS, OR OBLIGATIONS OF
28 THE CORPORATION OR TRANSFEREE OR TRANSFEREES OF THE PERSON OR
29 PERSONS FROM EXERCISING, CONVERTING, TRANSFERRING OR RECEIVING
30 THE SHARES, OPTION RIGHTS, SECURITIES HAVING CONVERSION OR
19870S1200B2515 - 331 -
1 OPTION RIGHTS, OR OBLIGATIONS.
2 (B) CROSS REFERENCE.--SEE SECTION 1525(C) (RELATING TO
3 STANDARD OF CARE UNAFFECTED).
4 SUBCHAPTER C
5 DIRECTORS AND SHAREHOLDERS
6 SEC.
7 2521. CALL OF SPECIAL MEETINGS OF SHAREHOLDERS.
8 2522. ADJOURNMENT OF MEETINGS OF SHAREHOLDERS.
9 2523. QUORUM AT SHAREHOLDER MEETINGS.
10 2524. CONSENT OF SHAREHOLDERS IN LIEU OF MEETING.
11 § 2521. CALL OF SPECIAL MEETINGS OF SHAREHOLDERS.
12 (A) GENERAL RULE.--THE SHAREHOLDERS OF A REGISTERED <--
13 CORPORATION SHALL NOT BE ENTITLED BY STATUTE TO CALL A SPECIAL
14 MEETING OF THE SHAREHOLDERS.
15 (B) EXCEPTION.--SUBSECTION (A) SHALL NOT APPLY TO THE CALL <--
16 OF A SPECIAL MEETING BY AN INTERESTED SHAREHOLDER (AS DEFINED IN
17 SECTION 2553 (RELATING TO INTERESTED SHAREHOLDER)) FOR THE
18 PURPOSE OF APPROVING A BUSINESS COMBINATION UNDER SECTION
19 2555(3) OR (4) (RELATING TO REQUIREMENTS RELATING TO CERTAIN
20 BUSINESS COMBINATIONS).
21 § 2522. ADJOURNMENT OF MEETINGS OF SHAREHOLDERS.
22 ANY REGULAR OR SPECIAL MEETING OF THE SHAREHOLDERS OF A
23 REGISTERED CORPORATION, INCLUDING ONE AT WHICH DIRECTORS ARE TO
24 BE ELECTED, MAY BE ADJOURNED FOR SUCH PERIOD AS THE SHAREHOLDERS
25 PRESENT AND ENTITLED TO VOTE SHALL DIRECT.
26 § 2523. QUORUM AT SHAREHOLDER MEETINGS.
27 THE BOARD OF DIRECTORS OF A REGISTERED CORPORATION MAY ADOPT
28 OR CHANGE A BYLAW ON ANY SUBJECT OTHERWISE EXPRESSLY COMMITTED
29 TO THE SHAREHOLDERS BY SECTION 1756(A) (RELATING TO QUORUM).
30 § 2524. CONSENT OF SHAREHOLDERS IN LIEU OF MEETING.
19870S1200B2515 - 332 -
1 AN ACTION AUTHORIZED BY THE SHAREHOLDERS OF A REGISTERED
2 CORPORATION BY LESS THAN UNANIMOUS WRITTEN CONSENT, IF ACTION BY
3 LESS THAN UNANIMOUS WRITTEN CONSENT IS PERMITTED BY ITS BYLAWS <--
4 ARTICLES, MAY BECOME EFFECTIVE IMMEDIATELY UPON ITS <--
5 AUTHORIZATION, BUT PROMPT NOTICE OF THE ACTION SHALL BE GIVEN TO
6 THOSE SHAREHOLDERS ENTITLED TO VOTE THEREON WHO HAVE NOT
7 CONSENTED.
8 SUBCHAPTER D
9 FUNDAMENTAL CHANGES GENERALLY
10 SEC.
11 2535. PROPOSAL OF AMENDMENT TO ARTICLES.
12 2536. APPLICATION BY DIRECTOR FOR INVOLUNTARY DISSOLUTION.
13 2537. DISSENTERS RIGHTS IN ASSET TRANSFERS.
14 § 2535. PROPOSAL OF AMENDMENT TO ARTICLES.
15 THE SHAREHOLDERS OF A REGISTERED CORPORATION SHALL NOT BE
16 ENTITLED BY STATUTE TO PROPOSE AN AMENDMENT TO THE ARTICLES.
17 § 2536. APPLICATION BY DIRECTOR FOR INVOLUNTARY DISSOLUTION.
18 A DIRECTOR OF A REGISTERED CORPORATION, AS SUCH, SHALL NOT BE
19 ENTITLED TO FILE AN APPLICATION SEEKING INVOLUNTARY WINDING UP
20 AND DISSOLUTION OF THE CORPORATION.
21 § 2537. DISSENTERS RIGHTS IN ASSET TRANSFERS.
22 THE SHAREHOLDERS OF A REGISTERED CORPORATION THAT ADOPTS A
23 PLAN OF ASSET TRANSFER SHALL NOT BE ENTITLED TO DISSENTERS
24 RIGHTS EXCEPT AS PROVIDED BY SECTION 1906(C) (RELATING TO
25 DISSENTERS RIGHTS UPON SPECIAL TREATMENT) OR UNLESS THE BOARD OF
26 DIRECTORS OR THE BYLAWS SO PROVIDE PURSUANT TO SECTION 1571(C)
27 (RELATING TO GRANT OF OPTIONAL DISSENTERS RIGHTS).
28 SUBCHAPTER E
29 CONTROL TRANSACTIONS
30 SEC.
19870S1200B2515 - 333 -
1 2541. APPLICATION AND EFFECT OF SUBCHAPTER.
2 2542. DEFINITIONS.
3 2543. CONTROLLING PERSON OR GROUP.
4 2544. RIGHT OF SHAREHOLDERS TO RECEIVE PAYMENT FOR SHARES.
5 2545. NOTICE TO SHAREHOLDERS.
6 2546. SHAREHOLDER DEMAND FOR FAIR VALUE.
7 2547. VALUATION PROCEDURES.
8 2548. COORDINATION WITH CONTROL TRANSACTION.
9 § 2541. APPLICATION AND EFFECT OF SUBCHAPTER.
10 (A) GENERAL RULE.--EXCEPT AS OTHERWISE PROVIDED IN THIS
11 SECTION, THIS SUBCHAPTER SHALL APPLY TO A REGISTERED CORPORATION
12 UNLESS:
13 (1) THE REGISTERED CORPORATION IS ONE DESCRIBED IN
14 SECTION 2502(1)(II) OR (2) (RELATING TO REGISTERED
15 CORPORATION STATUS);
16 (2) THE BYLAWS, BY AMENDMENT ADOPTED EITHER:
17 (I) BY MARCH 23, 1984; OR
18 (II) ON OR AFTER MARCH 23, 1988, AND ON OR BEFORE
19 JUNE 21, 1988; AND, IN EITHER EVENT, NOT SUBSEQUENTLY
20 RESCINDED BY AN ARTICLE AMENDMENT, EXPLICITLY PROVIDE
21 THAT THIS SUBCHAPTER SHALL NOT BE APPLICABLE TO THE
22 CORPORATION; OR
23 (3) THE ARTICLES EXPLICITLY PROVIDE THAT THIS SUBCHAPTER
24 SHALL NOT BE APPLICABLE TO THE CORPORATION BY A PROVISION
25 INCLUDED IN THE ORIGINAL ARTICLES, BY AN ARTICLE AMENDMENT
26 ADOPTED PRIOR TO THE DATE OF THE CONTROL TRANSACTION AND
27 PRIOR TO OR ON MARCH 23, 1988, PURSUANT TO THE PROCEDURES
28 THEN APPLICABLE TO THE CORPORATION, OR BY AN ARTICLE
29 AMENDMENT ADOPTED PRIOR TO THE DATE OF THE CONTROL
30 TRANSACTION AND SUBSEQUENT TO MARCH 23, 1988, PURSUANT TO
19870S1200B2515 - 334 -
1 BOTH:
2 (I) THE PROCEDURES THEN APPLICABLE TO THE
3 CORPORATION; AND
4 (II) UNLESS SUCH PROPOSED AMENDMENT HAS BEEN
5 APPROVED BY THE BOARD OF DIRECTORS OF THE CORPORATION, IN
6 WHICH EVENT THIS SUBPARAGRAPH SHALL NOT BE APPLICABLE,
7 THE AFFIRMATIVE VOTE OF THE SHAREHOLDERS ENTITLED TO CAST
8 AT LEAST 80% OF THE VOTES WHICH ALL SHAREHOLDERS ARE
9 ENTITLED TO CAST THEREON.
10 A REFERENCE IN THE ARTICLES OR BYLAWS TO FORMER SECTION 910
11 (RELATING TO RIGHT OF SHAREHOLDERS TO RECEIVE PAYMENT FOR SHARES
12 FOLLOWING A CONTROL TRANSACTION) OF THE ACT OF MAY 5, 1933
13 (P.L.364, NO.106), KNOWN AS THE BUSINESS CORPORATION LAW OF
14 1933, SHALL BE DEEMED A REFERENCE TO THIS SUBCHAPTER FOR THE
15 PURPOSES OF THIS SECTION. SEE SECTION 101(C) (RELATING TO
16 REFERENCES TO PRIOR STATUTES).
17 (B) INADVERTENT TRANSACTIONS.--THIS SUBCHAPTER SHALL NOT
18 APPLY TO ANY PERSON OR GROUP THAT INADVERTENTLY BECOMES A
19 CONTROLLING PERSON OR GROUP IF THAT CONTROLLING PERSON OR GROUP,
20 AS SOON AS PRACTICABLE, DIVESTS ITSELF OF A SUFFICIENT AMOUNT OF
21 ITS VOTING SHARES SO THAT IT IS NO LONGER A CONTROLLING PERSON
22 OR GROUP.
23 (C) CERTAIN SUBSIDIARIES.--THIS SUBCHAPTER SHALL NOT APPLY
24 TO ANY CORPORATION THAT ON DECEMBER 23, 1983, WAS A SUBSIDIARY
25 OF ANY OTHER CORPORATION.
26 (D) RIGHTS CUMULATIVE.--THE RIGHTS AND REMEDIES PROVIDED IN
27 THIS SUBCHAPTER SHALL BE IN ADDITION TO, AND NOT IN LIEU OF, ANY
28 OTHER RIGHTS OR REMEDIES PROVIDED BY THIS SUBPART, THE ARTICLES
29 OR BYLAWS OF THE CORPORATION, ANY SECURITIES, OPTION RIGHTS OR
30 OBLIGATIONS OF THE CORPORATION OR OTHERWISE.
19870S1200B2515 - 335 -
1 § 2542. DEFINITIONS.
2 THE FOLLOWING WORDS AND PHRASES WHEN USED IN THIS SUBCHAPTER
3 SHALL HAVE THE MEANINGS GIVEN TO THEM IN THIS SECTION UNLESS THE
4 CONTEXT CLEARLY INDICATES OTHERWISE:
5 "CONTROL TRANSACTION." THE ACQUISITION BY A PERSON OR GROUP
6 OF THE STATUS OF A CONTROLLING PERSON OR GROUP.
7 "CONTROLLING PERSON OR GROUP." A CONTROLLING PERSON OR GROUP
8 AS DEFINED IN SECTION 2543 (RELATING TO CONTROLLING PERSON OR
9 GROUP).
10 "FAIR VALUE." A VALUE NOT LESS THAN THE HIGHEST PRICE PAID
11 PER SHARE BY THE CONTROLLING PERSON OR GROUP AT ANY TIME DURING
12 THE 90-DAY PERIOD ENDING ON AND INCLUDING THE DATE OF THE
13 CONTROL TRANSACTION PLUS AN INCREMENT REPRESENTING ANY VALUE,
14 INCLUDING, WITHOUT LIMITATION, ANY PROPORTION OF ANY VALUE
15 PAYABLE FOR ACQUISITION OF CONTROL OF THE CORPORATION, THAT MAY
16 NOT BE REFLECTED IN SUCH PRICE.
17 "PARTIAL PAYMENT AMOUNT." THE AMOUNT PER SHARE SPECIFIED IN
18 SECTION 2545(C)(2) (RELATING TO CONTENTS OF NOTICE).
19 "SUBSIDIARY." ANY CORPORATION AS TO WHICH ANY OTHER
20 CORPORATION HAS OR HAS THE RIGHT TO ACQUIRE, DIRECTLY OR
21 INDIRECTLY, THROUGH THE EXERCISE OF ALL WARRANTS, OPTIONS AND
22 RIGHTS AND THE CONVERSION OF ALL CONVERTIBLE SECURITIES, WHETHER
23 ISSUED OR GRANTED BY THE SUBSIDIARY OR OTHERWISE, VOTING POWER
24 OVER VOTING SHARES OF THE SUBSIDIARY THAT WOULD ENTITLE THE
25 HOLDERS THEREOF TO CAST IN EXCESS OF 50% OF THE VOTES THAT ALL
26 SHAREHOLDERS WOULD BE ENTITLED TO CAST IN THE ELECTION OF
27 DIRECTORS OF SUCH SUBSIDIARY, EXCEPT THAT A SUBSIDIARY WILL NOT
28 BE DEEMED TO CEASE BEING A SUBSIDIARY AS LONG AS SUCH
29 CORPORATION REMAINS A CONTROLLING PERSON OR GROUP WITHIN THE
30 MEANING OF THIS SUBCHAPTER.
19870S1200B2515 - 336 -
1 § 2543. CONTROLLING PERSON OR GROUP.
2 (A) GENERAL RULE.-- FOR THE PURPOSE OF THIS SUBCHAPTER, A
3 CONTROLLING PERSON OR GROUP MEANS A PERSON WHO HAS, OR A GROUP
4 OF PERSONS ACTING IN CONCERT THAT HAS, VOTING POWER OVER VOTING
5 SHARES OF THE REGISTERED CORPORATION THAT WOULD ENTITLE THE
6 HOLDERS THEREOF TO CAST AT LEAST 20% OF THE VOTES THAT ALL
7 SHAREHOLDERS WOULD BE ENTITLED TO CAST IN AN ELECTION OF
8 DIRECTORS OF THE CORPORATION.
9 (B) EXCEPTIONS GENERALLY.--NOTWITHSTANDING SUBSECTION (A):
10 (1) A PERSON OR GROUP WHICH WOULD OTHERWISE BE A
11 CONTROLLING PERSON OR GROUP WITHIN THE MEANING OF THIS
12 SECTION SHALL NOT BE DEEMED A CONTROLLING PERSON OR GROUP
13 UNLESS, SUBSEQUENT TO THE LATER OF MARCH 23, 1988, OR THE
14 DATE THIS SUBCHAPTER BECOMES APPLICABLE TO A CORPORATION BY
15 BYLAW OR ARTICLE AMENDMENT OR OTHERWISE, THAT PERSON OR GROUP
16 INCREASES THE PERCENTAGE OF OUTSTANDING VOTING SHARES OF THE
17 CORPORATION OVER WHICH IT HAS VOTING POWER TO IN EXCESS OF
18 THE PERCENTAGE OF OUTSTANDING VOTING SHARES OF THE
19 CORPORATION OVER WHICH THAT PERSON OR GROUP HAD VOTING POWER
20 ON SUCH LATER DATE, AND TO AT LEAST THE AMOUNT SPECIFIED IN
21 SUBSECTION (A), AS THE RESULT OF FORMING OR ENLARGING A GROUP
22 OR ACQUIRING, BY PURCHASE, VOTING POWER OVER VOTING SHARES OF
23 THE CORPORATION.
24 (2) NO PERSON OR GROUP SHALL BE DEEMED TO BE A
25 CONTROLLING PERSON OR GROUP AT ANY PARTICULAR TIME IF VOTING
26 POWER OVER ANY OF THE FOLLOWING VOTING SHARES IS REQUIRED TO
27 BE COUNTED AT SUCH TIME IN ORDER TO MEET THE 20% MINIMUM:
28 (I) SHARES WHICH HAVE BEEN HELD CONTINUOUSLY BY A
29 NATURAL PERSON SINCE JANUARY 1, 1983, AND WHICH ARE HELD
30 BY SUCH NATURAL PERSON AT SUCH TIME.
19870S1200B2515 - 337 -
1 (II) SHARES WHICH ARE HELD AT SUCH TIME BY ANY
2 NATURAL PERSON OR TRUST, ESTATE, FOUNDATION OR OTHER
3 SIMILAR ENTITY TO THE EXTENT THE SHARES WERE ACQUIRED
4 SOLELY BY GIFT, INHERITANCE, BEQUEST, DEVISE OR OTHER
5 TESTAMENTARY DISTRIBUTION OR SERIES OF THESE
6 TRANSACTIONS, DIRECTLY OR INDIRECTLY, FROM A NATURAL
7 PERSON WHO HAD ACQUIRED THE SHARES PRIOR TO JANUARY 1,
8 1983.
9 (III) SHARES WHICH WERE ACQUIRED PURSUANT TO A STOCK
10 SPLIT, STOCK DIVIDEND, RECLASSIFICATION OR SIMILAR
11 RECAPITALIZATION WITH RESPECT TO SHARES DESCRIBED UNDER
12 THIS PARAGRAPH THAT HAVE BEEN HELD CONTINUOUSLY SINCE
13 THEIR ISSUANCE BY THE CORPORATION BY THE NATURAL PERSON
14 OR ENTITY THAT ACQUIRED THEM FROM THE CORPORATION OR THAT
15 WERE ACQUIRED, DIRECTLY OR INDIRECTLY, FROM SUCH NATURAL
16 PERSON OR ENTITY, SOLELY PURSUANT TO A TRANSACTION OR
17 SERIES OF TRANSACTIONS DESCRIBED IN SUBPARAGRAPH (II),
18 AND THAT ARE HELD AT SUCH TIME BY A NATURAL PERSON OR
19 ENTITY DESCRIBED IN SUBPARAGRAPH (II).
20 (C) CERTAIN RECORD HOLDERS.-- A PERSON SHALL NOT BE A
21 CONTROLLING PERSON UNDER SUBSECTION (A) IF THE PERSON HOLDS
22 VOTING POWER, IN GOOD FAITH AND NOT FOR THE PURPOSE OF
23 CIRCUMVENTING THIS SUBCHAPTER, AS AN AGENT, BANK, BROKER,
24 NOMINEE OR TRUSTEE FOR ONE OR MORE BENEFICIAL OWNERS WHO DO NOT
25 INDIVIDUALLY OR, IF THEY ARE A GROUP ACTING IN CONCERT, AS A
26 GROUP HAVE THE VOTING POWER SPECIFIED IN SUBSECTION (A), OR WHO
27 ARE NOT DEEMED A CONTROLLING PERSON OR GROUP UNDER SUBSECTION
28 (B).
29 (D) EXISTENCE OF VOTING POWER.--FOR THE PURPOSES OF THIS
30 SUBCHAPTER, A PERSON HAS VOTING POWER OVER A VOTING SHARE IF THE
19870S1200B2515 - 338 -
1 PERSON HAS OR SHARES, DIRECTLY OR INDIRECTLY, THROUGH ANY
2 OPTION, CONTRACT, ARRANGEMENT, UNDERSTANDING, CONVERSION RIGHT
3 OR RELATIONSHIP, OR BY ACTING JOINTLY OR IN CONCERT OR
4 OTHERWISE, THE POWER TO VOTE, OR TO DIRECT THE VOTING OF, THE
5 VOTING SHARE.
6 § 2544. RIGHT OF SHAREHOLDERS TO RECEIVE PAYMENT FOR SHARES.
7 ANY HOLDER OF VOTING SHARES OF A REGISTERED CORPORATION THAT
8 BECOMES THE SUBJECT OF A CONTROL TRANSACTION WHO SHALL OBJECT TO
9 THE TRANSACTION SHALL BE ENTITLED TO THE RIGHTS AND REMEDIES
10 PROVIDED IN THIS SUBCHAPTER.
11 § 2545. NOTICE TO SHAREHOLDERS.
12 (A) GENERAL RULE.--PROMPT NOTICE THAT A CONTROL TRANSACTION
13 HAS OCCURRED SHALL BE GIVEN BY THE CONTROLLING PERSON OR GROUP
14 TO:
15 (1) EACH SHAREHOLDER OF RECORD OF THE REGISTERED
16 CORPORATION HOLDING VOTING SHARES.
17 (2) TO THE COURT, ACCOMPANIED BY A PETITION TO THE COURT
18 PRAYING THAT THE FAIR VALUE OF THE VOTING SHARES OF THE
19 CORPORATION BE DETERMINED PURSUANT TO SECTION 2547 (RELATING
20 TO VALUATION PROCEDURES) IF THE COURT SHOULD RECEIVE PURSUANT
21 TO SECTION 2547 CERTIFICATES FROM SHAREHOLDERS OF THE
22 CORPORATION OR AN EQUIVALENT REQUEST FOR TRANSFER OF
23 UNCERTIFICATED SECURITIES.
24 (B) OBLIGATIONS OF THE CORPORATION.--IF THE CONTROLLING
25 PERSON OR GROUP SO REQUESTS, THE CORPORATION SHALL, AT THE
26 OPTION OF THE CORPORATION AND AT THE EXPENSE OF THE PERSON OR
27 GROUP, EITHER FURNISH A LIST OF ALL SUCH SHAREHOLDERS TO THE
28 PERSON OR GROUP OR MAIL THE NOTICE TO ALL SUCH SHAREHOLDERS.
29 (C) CONTENTS OF NOTICE.--THE NOTICE SHALL STATE THAT:
30 (1) ALL SHAREHOLDERS ARE ENTITLED TO DEMAND THAT THEY BE
19870S1200B2515 - 339 -
1 PAID THE FAIR VALUE OF THEIR SHARES.
2 (2) THE MINIMUM VALUE THE SHAREHOLDER CAN RECEIVE UNDER
3 THIS SUBCHAPTER IS THE HIGHEST PRICE PAID PER SHARE BY THE
4 CONTROLLING PERSON OR GROUP WITHIN THE 90-DAY PERIOD ENDING
5 ON AND INCLUDING THE DATE OF THE CONTROL TRANSACTION, AND
6 STATING THAT VALUE.
7 (3) IF THE SHAREHOLDER BELIEVES THE FAIR VALUE OF HIS
8 SHARES IS HIGHER, THAT THIS SUBCHAPTER PROVIDES AN APPRAISAL
9 PROCEDURE FOR DETERMINING THE FAIR VALUE OF SUCH SHARES,
10 SPECIFYING THE NAME OF THE COURT AND ITS ADDRESS AND THE
11 CAPTION OF THE PETITION REFERENCED IN SUBSECTION (A)(2), AND
12 STATING THAT THE INFORMATION IS PROVIDED FOR THE POSSIBLE USE
13 BY THE SHAREHOLDER IN ELECTING TO PROCEED WITH A COURT-
14 APPOINTED APPRAISER UNDER SECTION 2547.
15 THERE SHALL BE INCLUDED IN, OR ENCLOSED WITH, THE NOTICE A COPY
16 OF THIS SUBCHAPTER.
17 (D) OPTIONAL PROCEDURE.--THE CONTROLLING PERSON OR GROUP
18 MAY, AT ITS OPTION, SUPPLY WITH THE NOTICE REFERENCED IN
19 SUBSECTION (C) A FORM FOR THE SHAREHOLDER TO DEMAND PAYMENT OF
20 THE PARTIAL PAYMENT AMOUNT DIRECTLY FROM THE CONTROLLING PERSON
21 OR GROUP WITHOUT UTILIZING THE COURT-APPOINTED APPRAISER
22 PROCEDURE OF SECTION 2547, REQUIRING THE SHAREHOLDER TO STATE
23 THE NUMBER AND CLASS OR SERIES, IF ANY, OF THE SHARES OWNED BY
24 HIM, AND STATING WHERE THE PAYMENT DEMAND MUST BE SENT AND THE
25 PROCEDURES TO BE FOLLOWED.
26 § 2546. SHAREHOLDER DEMAND FOR FAIR VALUE.
27 (A) GENERAL RULE.--AFTER THE OCCURRENCE OF THE CONTROL
28 TRANSACTION, ANY HOLDER OF VOTING SHARES OF THE REGISTERED
29 CORPORATION MAY, PRIOR TO OR WITHIN A REASONABLE TIME AFTER THE
30 NOTICE REQUIRED BY SECTION 2545 (RELATING TO NOTICE TO
19870S1200B2515 - 340 -
1 SHAREHOLDERS) IS GIVEN, WHICH TIME PERIOD MAY BE SPECIFIED IN
2 THE NOTICE, MAKE WRITTEN DEMAND ON THE CONTROLLING PERSON OR
3 GROUP FOR PAYMENT OF THE AMOUNT PROVIDED IN SUBSECTION (C) WITH
4 RESPECT TO THE VOTING SHARES OF THE CORPORATION HELD BY THE
5 SHAREHOLDER, AND THE CONTROLLING PERSON OR GROUP SHALL BE
6 REQUIRED TO PAY THAT AMOUNT TO THE SHAREHOLDER PURSUANT TO THE
7 PROCEDURES SPECIFIED IN SECTION 2547 (RELATING TO VALUATION
8 PROCEDURES).
9 (B) CONTENTS OF DEMAND.--THE DEMAND OF THE SHAREHOLDER SHALL
10 STATE THE NUMBER AND CLASS OR SERIES, IF ANY, OF THE SHARES
11 OWNED BY HIM WITH RESPECT TO WHICH THE DEMAND IS MADE.
12 (C) MEASURE OF VALUE.--A SHAREHOLDER MAKING WRITTEN DEMAND
13 UNDER THIS SECTION SHALL BE ENTITLED TO RECEIVE CASH FOR EACH OF
14 HIS SHARES IN AN AMOUNT EQUAL TO THE FAIR VALUE OF EACH VOTING
15 SHARE AS OF THE DATE ON WHICH THE CONTROL TRANSACTION OCCURS,
16 TAKING INTO ACCOUNT ALL RELEVANT FACTORS, INCLUDING AN INCREMENT
17 REPRESENTING A PROPORTION OF ANY VALUE PAYABLE FOR ACQUISITION
18 OF CONTROL OF THE CORPORATION.
19 (D) PURCHASES INDEPENDENT OF SUBCHAPTER.--THE PROVISIONS OF
20 THIS SUBCHAPTER SHALL NOT PRECLUDE A CONTROLLING PERSON OR GROUP
21 SUBJECT TO THIS SUBCHAPTER FROM OFFERING, WHETHER IN THE NOTICE
22 REQUIRED BY SECTION 2545 OR OTHERWISE, TO PURCHASE VOTING SHARES
23 OF THE CORPORATION AT A PRICE OTHER THAN THAT PROVIDED IN
24 SUBSECTION (C), AND THE PROVISIONS OF THIS SUBCHAPTER SHALL NOT
25 PRECLUDE ANY SHAREHOLDER FROM AGREEING TO SELL HIS VOTING SHARES
26 AT THAT OR ANY OTHER PRICE TO ANY PERSON.
27 § 2547. VALUATION PROCEDURES.
28 (A) GENERAL RULE.--IF, WITHIN 45 DAYS (OR SUCH OTHER TIME
29 PERIOD, IF ANY, AS REQUIRED BY APPLICABLE LAW) AFTER THE DATE OF
30 THE NOTICE REQUIRED BY SECTION 2545 (RELATING TO NOTICE TO
19870S1200B2515 - 341 -
1 SHAREHOLDERS), OR, IF SUCH NOTICE WAS NOT PROVIDED PRIOR TO THE
2 DATE OF THE WRITTEN DEMAND BY THE SHAREHOLDER UNDER SECTION 2546
3 (RELATING TO SHAREHOLDER DEMAND FOR FAIR VALUE), THEN WITHIN 45
4 DAYS (OR SUCH OTHER TIME PERIOD, IF ANY, REQUIRED BY APPLICABLE
5 LAW) OF THE DATE OF SUCH WRITTEN DEMAND, THE CONTROLLING PERSON
6 OR GROUP AND THE SHAREHOLDER ARE UNABLE TO AGREE ON THE FAIR
7 VALUE OF THE SHARES OR ON A BINDING PROCEDURE TO DETERMINE THE
8 FAIR VALUE OF THE SHARES, THEN EACH SHAREHOLDER WHO IS UNABLE TO
9 AGREE ON BOTH THE FAIR VALUE AND ON SUCH A PROCEDURE WITH THE
10 CONTROLLING PERSON OR GROUP AND WHO SO DESIRES TO OBTAIN THE
11 RIGHTS AND REMEDIES PROVIDED IN THIS SUBCHAPTER SHALL, NO LATER
12 THAN 30 DAYS AFTER THE EXPIRATION OF THE APPLICABLE 45-DAY OR
13 OTHER PERIOD, SURRENDER TO THE COURT CERTIFICATES REPRESENTING
14 ANY OF THE SHARES THAT ARE CERTIFIED CERTIFICATED SHARES, DULY <--
15 ENDORSED, FOR TRANSFER TO THE CONTROLLING PERSON OR GROUP, OR <--
16 CAUSE ANY UNCERTIFICATED SHARES TO BE TRANSFERRED TO THE COURT
17 AS ESCROW AGENT UNDER SUBSECTION (C) WITH A NOTICE STATING THAT
18 THE CERTIFICATES OR UNCERTIFICATED SHARES ARE BEING SURRENDERED
19 OR TRANSFERRED, AS THE CASE MAY BE, IN CONNECTION WITH THE
20 PETITION REFERENCED IN SECTION 2545 OR, IF NO PETITION HAS
21 THERETOFORE BEEN FILED, THE SHAREHOLDER MAY FILE A PETITION
22 WITHIN THE 30-DAY PERIOD IN THE COURT PRAYING THAT THE FAIR
23 VALUE (AS DEFINED IN THIS SUBCHAPTER) OF THE SHARES BE
24 DETERMINED.
25 (B) EFFECT OF FAILURE TO GIVE NOTICE AND SURRENDER
26 CERTIFICATES.--ANY SHAREHOLDER WHO DOES NOT SO GIVE NOTICE AND
27 SURRENDER ANY CERTIFICATES OR CAUSE UNCERTIFICATED SHARES TO BE
28 TRANSFERRED WITHIN SUCH TIME PERIOD SHALL HAVE NO FURTHER RIGHT
29 TO RECEIVE, WITH RESPECT TO SHARES THE CERTIFICATES OF WHICH
30 WERE NOT SO SURRENDERED OR THE UNCERTIFICATED SHARES WHICH WERE
19870S1200B2515 - 342 -
1 NOT SO TRANSFERRED UNDER THIS SECTION, PAYMENT UNDER THIS
2 SUBCHAPTER FROM THE CONTROLLING PERSON OR GROUP WITH RESPECT TO
3 THE CONTROL TRANSACTION GIVING RISE TO THE RIGHTS OF THE
4 SHAREHOLDER UNDER THIS SUBCHAPTER.
5 (C) ESCROW AND NOTICE.--THE COURT SHALL HOLD THE
6 CERTIFICATES SURRENDERED AND THE UNCERTIFICATED SHARES
7 TRANSFERRED TO IT IN ESCROW FOR, AND SHALL PROMPTLY, FOLLOWING
8 THE EXPIRATION OF THE TIME PERIOD DURING WHICH THE CERTIFICATES
9 MAY BE SURRENDERED AND THE UNCERTIFICATED SHARES TRANSFERRED,
10 PROVIDE A NOTICE TO THE CONTROLLING PERSON OR GROUP OF THE
11 NUMBER OF SHARES SO SURRENDERED OR TRANSFERRED.
12 (D) PARTIAL PAYMENT FOR SHARES.--THE CONTROLLING PERSON OR
13 GROUP SHALL THEN MAKE A PARTIAL PAYMENT FOR THE SHARES SO
14 SURRENDERED OR TRANSFERRED TO THE COURT, WITHIN TEN BUSINESS
15 DAYS OF RECEIPT OF THE NOTICE FROM THE COURT, AT A PER-SHARE
16 PRICE EQUAL TO THE PARTIAL PAYMENT AMOUNT. THE COURT SHALL THEN
17 MAKE PAYMENT AS SOON AS PRACTICABLE, BUT IN ANY EVENT WITHIN TEN
18 BUSINESS DAYS, TO THE SHAREHOLDERS WHO SO SURRENDER OR TRANSFER
19 THEIR SHARES TO THE COURT OF THE APPROPRIATE PER-SHARE AMOUNT
20 RECEIVED FROM THE CONTROLLING PERSON OR GROUP.
21 (E) APPOINTMENT OF APPRAISER.--UPON RECEIPT OF ANY SHARE
22 CERTIFICATE SURRENDERED OR UNCERTIFICATED SHARE TRANSFERRED
23 UNDER THIS SECTION, THE COURT SHALL, AS SOON AS PRACTICABLE BUT
24 IN ANY EVENT WITHIN 30 DAYS, APPOINT AN APPRAISER WITH
25 EXPERIENCE IN APPRAISING SHARE VALUES OF COMPANIES OF LIKE
26 NATURE TO THE REGISTERED CORPORATION TO DETERMINE THE FAIR VALUE
27 OF THE SHARES.
28 (F) APPRAISAL PROCEDURE.--THE APPRAISER SO APPOINTED BY THE
29 COURT SHALL, AS SOON AS REASONABLY PRACTICABLE, DETERMINE THE
30 FAIR VALUE OF THE SHARES SUBJECT TO ITS APPRAISAL AND THE
19870S1200B2515 - 343 -
1 APPROPRIATE MARKET RATE OF INTEREST ON THE AMOUNT THEN OWED BY
2 THE CONTROLLING PERSON OR GROUP TO THE HOLDERS OF THE SHARES.
3 THE DETERMINATION OF ANY APPRAISER SO APPOINTED BY THE COURT
4 SHALL BE FINAL AND BINDING ON BOTH THE CONTROLLING PERSON OR
5 GROUP AND ALL SHAREHOLDERS WHO SO SURRENDERED THEIR SHARE
6 CERTIFICATES OR TRANSFERRED THEIR SHARES TO THE COURT, EXCEPT
7 THAT THE DETERMINATION OF THE APPRAISER SHALL BE SUBJECT TO
8 REVIEW TO THE EXTENT AND WITHIN THE TIME PROVIDED OR PRESCRIBED
9 BY LAW IN THE CASE OF OTHER APPOINTED JUDICIAL OFFICERS. SEE 42
10 PA.C.S. §§ 5105(A)(3) (RELATING TO RIGHT TO APPELLATE REVIEW)
11 AND 5571(B) (RELATING TO APPEALS GENERALLY).
12 (G) SUPPLEMENTAL PAYMENT.--ANY AMOUNT OWED, TOGETHER WITH
13 INTEREST, AS DETERMINED PURSUANT TO THE APPRAISAL PROCEDURES OF
14 THIS SECTION SHALL BE PAYABLE BY THE CONTROLLING PERSON OR GROUP
15 AFTER IT IS SO DETERMINED AND UPON AND CONCURRENTLY WITH THE
16 DELIVERY OR TRANSFER TO THE CONTROLLING PERSON OR GROUP BY THE
17 COURT (WHICH SHALL MAKE DELIVERY OF THE CERTIFICATE OR
18 CERTIFICATES SURRENDERED OR THE UNCERTIFICATED SHARES
19 TRANSFERRED TO IT TO THE CONTROLLING PERSON OR GROUP AS SOON AS
20 PRACTICABLE BUT IN ANY EVENT WITHIN TEN BUSINESS DAYS AFTER THE
21 FINAL DETERMINATION OF THE AMOUNT OWED) OF THE CERTIFICATE OR
22 CERTIFICATES REPRESENTING SHARES SURRENDERED OR THE
23 UNCERTIFICATED SHARES TRANSFERRED TO THE COURT, AND THE COURT
24 SHALL THEN MAKE PAYMENT, AS SOON AS PRACTICABLE BUT IN ANY EVENT
25 WITHIN TEN BUSINESS DAYS AFTER RECEIPT OF PAYMENT FROM THE
26 CONTROLLING PERSON OR GROUP, TO THE SHAREHOLDERS WHO SO
27 SURRENDERED OR TRANSFERRED THEIR SHARES TO THE COURT OF THE
28 APPROPRIATE PER-SHARE AMOUNT RECEIVED FROM THE CONTROLLING
29 PERSON OR GROUP.
30 (H) VOTING AND DIVIDEND RIGHTS DURING APPRAISAL
19870S1200B2515 - 344 -
1 PROCEEDINGS.--SHAREHOLDERS WHO SURRENDER THEIR SHARES TO THE
2 COURT PURSUANT TO THIS SECTION SHALL RETAIN THE RIGHT TO VOTE
3 THEIR SHARES AND RECEIVE DIVIDENDS OR OTHER DISTRIBUTIONS
4 THEREON UNTIL THE COURT RECEIVES PAYMENT IN FULL FOR EACH OF THE
5 SHARES SO SURRENDERED OR TRANSFERRED OF THE PARTIAL PAYMENT
6 AMOUNT (AND, THEREAFTER, THE CONTROLLING PERSON OR GROUP SHALL
7 BE ENTITLED TO VOTE SUCH SHARES AND RECEIVE DIVIDENDS OR OTHER
8 DISTRIBUTIONS THEREON). THE FAIR VALUE (AS DETERMINED BY THE
9 APPRAISER) OF ANY DIVIDENDS OR OTHER DISTRIBUTIONS SO RECEIVED
10 BY THE SHAREHOLDERS SHALL BE SUBTRACTED FROM ANY AMOUNT OWING TO
11 SUCH SHAREHOLDERS UNDER THIS SECTION.
12 (I) POWERS OF THE COURT.--THE COURT MAY APPOINT SUCH AGENTS,
13 INCLUDING THE TRANSFER AGENT OF THE CORPORATION, OR ANY OTHER
14 INSTITUTION, TO HOLD THE SHARE CERTIFICATES SO SURRENDERED AND
15 THE SHARES SURRENDERED OR TRANSFERRED UNDER THIS SECTION, TO
16 EFFECT ANY NECESSARY CHANGE IN RECORD OWNERSHIP OF THE SHARES
17 AFTER THE PAYMENT BY THE CONTROLLING PERSON OR GROUP TO THE
18 COURT OF THE AMOUNT SPECIFIED IN SUBSECTION (H), TO RECEIVE AND
19 DISBURSE DIVIDENDS OR OTHER DISTRIBUTIONS, TO PROVIDE NOTICES TO
20 SHAREHOLDERS AND TO TAKE SUCH OTHER ACTIONS AS THE COURT
21 DETERMINES ARE APPROPRIATE TO EFFECT THE PURPOSES OF THIS
22 SUBCHAPTER.
23 (J) COSTS AND EXPENSES.--THE COSTS AND EXPENSES OF ANY
24 APPRAISER OR OTHER AGENTS APPOINTED BY THE COURT SHALL BE
25 ASSESSED AGAINST THE CONTROLLING PERSON OR GROUP. THE COSTS AND
26 EXPENSES OF ANY OTHER PROCEDURE TO DETERMINE FAIR VALUE SHALL BE
27 PAID AS AGREED TO BY THE PARTIES AGREEING TO THE PROCEDURE.
28 (K) JURISDICTION EXCLUSIVE.--THE JURISDICTION OF THE COURT
29 UNDER THIS SUBCHAPTER IS PLENARY AND EXCLUSIVE AND THE
30 CONTROLLING PERSON OR GROUP AND ALL SHAREHOLDERS WHO SO
19870S1200B2515 - 345 -
1 SURRENDERED OR TRANSFERRED THEIR SHARES TO THE COURT SHALL BE
2 MADE A PARTY TO THE PROCEEDING AS IN AN ACTION AGAINST THEIR
3 SHARES.
4 (L) DUTY OF CORPORATION.--THE CORPORATION SHALL COMPLY WITH
5 REQUESTS FOR INFORMATION, WHICH MAY BE SUBMITTED PURSUANT TO
6 PROCEDURES MAINTAINING THE CONFIDENTIALITY OF THE INFORMATION,
7 MADE BY THE COURT OR THE APPRAISER SELECTED BY THE COURT. IF ANY
8 OF THE SHARES OF THE CORPORATION ARE NOT REPRESENTED BY
9 CERTIFICATES, THE TRANSFER, ESCROW OR RETRANSFER OF THOSE SHARES
10 CONTEMPLATED BY THIS SECTION SHALL BE REGISTERED BY THE
11 CORPORATION, WHICH SHALL GIVE THE WRITTEN NOTICE REQUIRED BY
12 SECTION 1528 1528(F) (RELATING TO UNCERTIFICATED SHARES) TO THE <--
13 TRANSFERRING SHAREHOLDER, THE COURT AND THE CONTROLLING
14 SHAREHOLDER OR GROUP, AS APPROPRIATE IN THE CIRCUMSTANCES.
15 (M) PAYMENT UNDER OPTIONAL PROCEDURE.--ANY AMOUNT AGREED
16 UPON BETWEEN THE PARTIES OR DETERMINED PURSUANT TO THE PROCEDURE
17 AGREED UPON BETWEEN THE PARTIES SHALL BE PAYABLE BY THE
18 CONTROLLING PERSON OR GROUP AFTER IT IS AGREED UPON OR
19 DETERMINED AND UPON AND CONCURRENTLY WITH THE DELIVERY OF ANY
20 CERTIFICATE OR CERTIFICATES REPRESENTING SUCH SHARES OR THE
21 TRANSFER OF ANY UNCERTIFICATED SHARES TO THE CONTROLLING PERSON
22 OR GROUP BY THE SHAREHOLDER.
23 (N) TITLE TO SHARES.--UPON FULL PAYMENT BY THE CONTROLLING
24 PERSON OR GROUP OF THE AMOUNT OWED TO THE SHAREHOLDER OR TO THE
25 COURT, AS APPROPRIATE, THE SHAREHOLDER SHALL CEASE TO HAVE ANY
26 INTEREST IN THE SHARES.
27 § 2548. COORDINATION WITH CONTROL TRANSACTION.
28 (A) GENERAL RULE.--A PERSON OR GROUP THAT PROPOSES TO ENGAGE
29 IN A CONTROL TRANSACTION MAY COMPLY WITH THE REQUIREMENTS OF
30 THIS SUBCHAPTER IN CONNECTION WITH THE CONTROL TRANSACTION, AND
19870S1200B2515 - 346 -
1 THE EFFECTIVENESS OF THE RIGHTS AFFORDED IN THIS SUBCHAPTER TO
2 SHAREHOLDERS MAY BE CONDITIONED UPON THE CONSUMMATION OF THE
3 CONTROL TRANSACTION.
4 (B) NOTICE.--THE PERSON OR GROUP SHALL GIVE PROMPT WRITTEN
5 NOTICE OF THE SATISFACTION OF ANY SUCH CONDITION TO EACH
6 SHAREHOLDER WHO HAS MADE DEMAND AS PROVIDED IN THIS SUBCHAPTER.
7 SUBCHAPTER F
8 BUSINESS COMBINATIONS
9 SEC.
10 2551. APPLICATION AND EFFECT OF SUBCHAPTER.
11 2552. DEFINITIONS.
12 2553. INTERESTED SHAREHOLDER.
13 2554. BUSINESS COMBINATION.
14 2555. REQUIREMENTS RELATING TO CERTAIN BUSINESS
15 COMBINATIONS.
16 2556. CERTAIN MINIMUM CONDITIONS.
17 § 2551. APPLICATION AND EFFECT OF SUBCHAPTER.
18 (A) GENERAL RULE.--EXCEPT AS OTHERWISE PROVIDED IN THIS
19 SECTION, THIS SUBCHAPTER SHALL APPLY TO EVERY REGISTERED
20 CORPORATION.
21 (B) EXCEPTIONS.--THE PROVISIONS OF THIS SUBCHAPTER SHALL NOT
22 APPLY TO ANY BUSINESS COMBINATION:
23 (1) OF A REGISTERED CORPORATION DESCRIBED IN SECTION
24 2502(1)(II) OR (2) (RELATING TO REGISTERED CORPORATION
25 STATUS).
26 (2) OF A CORPORATION WHOSE ARTICLES HAVE BEEN AMENDED TO
27 PROVIDE THAT THE CORPORATION SHALL BE SUBJECT TO THE
28 PROVISIONS OF THIS SUBCHAPTER, WHICH WAS NOT A REGISTERED
29 CORPORATION DESCRIBED IN SECTION 2502(1)(I) ON THE EFFECTIVE
30 DATE OF SUCH AMENDMENT, AND WHICH IS A BUSINESS COMBINATION
19870S1200B2515 - 347 -
1 WITH AN INTERESTED SHAREHOLDER WHOSE SHARE ACQUISITION DATE
2 IS PRIOR TO THE EFFECTIVE DATE OF SUCH AMENDMENT.
3 (3) OF A CORPORATION:
4 (I) THE BYLAWS OF WHICH, BY AMENDMENT ADOPTED BY
5 JUNE 21, 1988, AND NOT SUBSEQUENTLY RESCINDED EITHER BY
6 AN ARTICLE AMENDMENT OR BY A BYLAW AMENDMENT APPROVED BY
7 AT LEAST 85% OF THE WHOLE BOARD OF DIRECTORS, EXPLICITLY
8 PROVIDE THAT THIS SUBCHAPTER SHALL NOT BE APPLICABLE TO
9 THE CORPORATION; OR
10 (II) THE ARTICLES OF WHICH EXPLICITLY PROVIDE THAT
11 THIS SUBCHAPTER SHALL NOT BE APPLICABLE TO THE
12 CORPORATION BY A PROVISION INCLUDED IN THE ORIGINAL
13 ARTICLES, OR BY AN ARTICLE AMENDMENT ADOPTED PURSUANT TO
14 BOTH:
15 (A) THE PROCEDURES THEN APPLICABLE TO THE
16 CORPORATION; AND
17 (B) THE AFFIRMATIVE VOTE OF THE HOLDERS, OTHER
18 THAN INTERESTED SHAREHOLDERS AND THEIR AFFILIATES AND
19 ASSOCIATES, OF SHARES ENTITLING THE HOLDERS TO CAST A
20 MAJORITY OF THE VOTES THAT ALL SHAREHOLDERS WOULD BE
21 ENTITLED TO CAST IN AN ELECTION OF DIRECTORS OF THE
22 CORPORATION, EXCLUDING THE VOTING SHARES OF
23 INTERESTED SHAREHOLDERS AND THEIR AFFILIATES AND
24 ASSOCIATES, EXPRESSLY ELECTING NOT TO BE GOVERNED BY
25 THIS SUBCHAPTER.
26 THE AMENDMENT TO THE ARTICLES SHALL NOT BE EFFECTIVE
27 UNTIL 18 MONTHS AFTER THE VOTE OF THE SHAREHOLDERS OF THE
28 CORPORATION AND SHALL NOT APPLY TO ANY BUSINESS
29 COMBINATION OF THE CORPORATION WITH AN INTERESTED
30 SHAREHOLDER WHOSE SHARE ACQUISITION DATE IS ON OR PRIOR
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1 TO THE EFFECTIVE DATE OF THE AMENDMENT.
2 (4) OF A CORPORATION WITH AN INTERESTED SHAREHOLDER OF
3 THE CORPORATION WHICH BECAME AN INTERESTED SHAREHOLDER
4 INADVERTENTLY, IF THE INTERESTED SHAREHOLDER:
5 (I) AS SOON AS PRACTICABLE, DIVESTS ITSELF OF A
6 SUFFICIENT AMOUNT OF THE VOTING SHARES OF THE CORPORATION
7 SO THAT IT NO LONGER IS THE BENEFICIAL OWNER, DIRECTLY OR
8 INDIRECTLY, OF SHARES ENTITLING THE PERSON TO CAST AT
9 LEAST 20% OF THE VOTES THAT ALL SHAREHOLDERS WOULD BE
10 ENTITLED TO CAST IN AN ELECTION OF DIRECTORS OF THE
11 CORPORATION; AND
12 (II) WOULD NOT AT ANY TIME WITHIN THE FIVE-YEAR
13 PERIOD PRECEDING THE ANNOUNCEMENT DATE WITH RESPECT TO
14 THE BUSINESS COMBINATION HAVE BEEN AN INTERESTED
15 SHAREHOLDER BUT FOR SUCH INADVERTENT ACQUISITION.
16 (5) WITH AN INTERESTED SHAREHOLDER WHO WAS THE
17 BENEFICIAL OWNER, DIRECTLY OR INDIRECTLY, OF SHARES ENTITLING
18 THE PERSON TO CAST AT LEAST 15% OF THE VOTES THAT ALL
19 SHAREHOLDERS WOULD BE ENTITLED TO CAST IN AN ELECTION OF
20 DIRECTORS OF THE CORPORATION ON MARCH 23, 1988, AND REMAINS
21 SO TO THE SHARE ACQUISITION DATE OF THE INTERESTED
22 SHAREHOLDER.
23 (6) OF A CORPORATION THAT ON MARCH 23, 1988, WAS A
24 SUBSIDIARY OF ANY OTHER CORPORATION. A CORPORATION THAT WAS A
25 SUBSIDIARY ON SUCH DATE WILL NOT BE DEEMED TO CEASE BEING A
26 SUBSIDIARY AS LONG AS THE OTHER CORPORATION REMAINS A
27 CONTROLLING PERSON OR GROUP OF THE SUBSIDIARY WITHIN THE
28 MEANING OF SUBCHAPTER E (RELATING TO CONTROL TRANSACTIONS).
29 A REFERENCE IN THE ARTICLES OR BYLAWS TO FORMER SECTION 911
30 (RELATING TO REQUIREMENTS RELATING TO CERTAIN BUSINESS
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1 COMBINATIONS) OF THE ACT OF MAY 5, 1933 (P.L.364, NO.106), KNOWN
2 AS THE BUSINESS CORPORATION LAW OF 1933, SHALL BE DEEMED A
3 REFERENCE TO THIS SUBCHAPTER FOR THE PURPOSES OF THIS SECTION.
4 SEE SECTION 101(C) (RELATING TO REFERENCES TO PRIOR STATUTES).
5 (C) RIGHTS CUMULATIVE.--THE RIGHTS AND REMEDIES PROVIDED IN
6 THIS SUBCHAPTER SHALL BE IN ADDITION TO, AND NOT IN LIEU OF, ANY
7 OTHER RIGHTS OR REMEDIES PROVIDED BY THIS SUBPART, THE ARTICLES
8 OR BYLAWS OF THE CORPORATION, ANY SECURITIES, OPTION RIGHTS OR
9 OBLIGATIONS OF THE CORPORATION OR OTHERWISE.
10 (D) CONTINUING APPLICABILITY.--A REGISTERED CORPORATION THAT
11 IS ORGANIZED UNDER THE LAWS OF THIS COMMONWEALTH SHALL NOT CEASE
12 TO BE SUBJECT TO THIS SUBCHAPTER BY REASON OF EVENTS OCCURRING
13 OR ACTIONS TAKEN WHILE THE CORPORATION IS SUBJECT TO THE
14 PROVISIONS OF THIS SUBCHAPTER. SEE SECTION 4146 (RELATING TO
15 PROVISIONS APPLICABLE TO ALL FOREIGN CORPORATIONS).
16 § 2552. DEFINITIONS.
17 THE FOLLOWING WORDS AND PHRASES WHEN USED IN THIS SUBCHAPTER
18 SHALL HAVE THE MEANINGS GIVEN TO THEM IN THIS SECTION UNLESS THE
19 CONTEXT CLEARLY INDICATES OTHERWISE:
20 "AFFILIATE." A PERSON THAT DIRECTLY, OR INDIRECTLY THROUGH
21 ONE OR MORE INTERMEDIARIES, CONTROLS, OR IS CONTROLLED BY, OR IS
22 UNDER COMMON CONTROL WITH, A SPECIFIED PERSON.
23 "ANNOUNCEMENT DATE." WHEN USED IN REFERENCE TO ANY BUSINESS
24 COMBINATION, THE DATE OF THE FIRST PUBLIC ANNOUNCEMENT OF THE
25 FINAL, DEFINITIVE PROPOSAL FOR SUCH BUSINESS COMBINATION.
26 "ASSOCIATE." WHEN USED TO INDICATE A RELATIONSHIP WITH ANY
27 PERSON:
28 (1) ANY CORPORATION OR ORGANIZATION OF WHICH SUCH PERSON
29 IS AN OFFICER, DIRECTOR OR PARTNER OR IS, DIRECTLY OR
30 INDIRECTLY, THE BENEFICIAL OWNER OF SHARES ENTITLING THAT
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1 PERSON TO CAST AT LEAST 10% OF THE VOTES THAT ALL
2 SHAREHOLDERS WOULD BE ENTITLED TO CAST IN AN ELECTION OF
3 DIRECTORS OF THE CORPORATION OR ORGANIZATION;
4 (2) ANY TRUST OR OTHER ESTATE IN WHICH SUCH PERSON HAS A
5 SUBSTANTIAL BENEFICIAL INTEREST OR AS TO WHICH SUCH PERSON
6 SERVES AS TRUSTEE OR IN A SIMILAR FIDUCIARY CAPACITY; AND
7 (3) ANY RELATIVE OR SPOUSE OF SUCH PERSON, OR ANY
8 RELATIVE OF THE SPOUSE, WHO HAS THE SAME HOME AS SUCH PERSON.
9 "BENEFICIAL OWNER." WHEN USED WITH RESPECT TO ANY SHARES, A
10 PERSON:
11 (1) THAT, INDIVIDUALLY OR WITH OR THROUGH ANY OF ITS
12 AFFILIATES OR ASSOCIATES, BENEFICIALLY OWNS SUCH SHARES,
13 DIRECTLY OR INDIRECTLY;
14 (2) THAT, INDIVIDUALLY OR WITH OR THROUGH ANY OF ITS
15 AFFILIATES OR ASSOCIATES, HAS:
16 (I) THE RIGHT TO ACQUIRE SUCH SHARES (WHETHER THE
17 RIGHT IS EXERCISABLE IMMEDIATELY OR ONLY AFTER THE
18 PASSAGE OF TIME), PURSUANT TO ANY AGREEMENT, ARRANGEMENT
19 OR UNDERSTANDING (WHETHER OR NOT IN WRITING), OR UPON THE
20 EXERCISE OF CONVERSION RIGHTS, EXCHANGE RIGHTS, WARRANTS
21 OR OPTIONS, OR OTHERWISE, EXCEPT THAT A PERSON SHALL NOT
22 BE DEEMED THE BENEFICIAL OWNER OF SHARES TENDERED
23 PURSUANT TO A TENDER OR EXCHANGE OFFER MADE BY SUCH
24 PERSON OR THE AFFILIATES OR ASSOCIATES OF ANY SUCH PERSON
25 UNTIL THE TENDERED SHARES ARE ACCEPTED FOR PURCHASE OR
26 EXCHANGE; OR
27 (II) THE RIGHT TO VOTE SUCH SHARES PURSUANT TO ANY
28 AGREEMENT, ARRANGEMENT OR UNDERSTANDING (WHETHER OR NOT
29 IN WRITING), EXCEPT THAT A PERSON SHALL NOT BE DEEMED THE
30 BENEFICIAL OWNER OF ANY SHARES UNDER THIS SUBPARAGRAPH IF
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1 THE AGREEMENT, ARRANGEMENT OR UNDERSTANDING TO VOTE SUCH
2 SHARES:
3 (A) ARISES SOLELY FROM A REVOCABLE PROXY OR
4 CONSENT GIVEN IN RESPONSE TO A PROXY OR CONSENT
5 SOLICITATION MADE IN ACCORDANCE WITH THE APPLICABLE
6 RULES AND REGULATIONS UNDER THE EXCHANGE ACT; AND
7 (B) IS NOT THEN REPORTABLE ON A SCHEDULE 13D
8 UNDER THE EXCHANGE ACT, (OR ANY COMPARABLE OR
9 SUCCESSOR REPORT); OR
10 (3) THAT HAS ANY AGREEMENT, ARRANGEMENT OR UNDERSTANDING
11 (WHETHER OR NOT IN WRITING), FOR THE PURPOSE OF ACQUIRING,
12 HOLDING, VOTING (EXCEPT VOTING PURSUANT TO A REVOCABLE PROXY
13 OR CONSENT AS DESCRIBED IN PARAGRAPH (2)(II)), OR DISPOSING
14 OF SUCH SHARES WITH ANY OTHER PERSON THAT BENEFICIALLY OWNS,
15 OR WHOSE AFFILIATES OR ASSOCIATES BENEFICIALLY OWN, DIRECTLY
16 OR INDIRECTLY, SUCH SHARES.
17 "BUSINESS COMBINATION." A BUSINESS COMBINATION AS DEFINED IN
18 SECTION 2554 (RELATING TO BUSINESS COMBINATION).
19 "COMMON SHARES." ANY SHARES OTHER THAN PREFERRED SHARES.
20 "CONSUMMATION DATE." WITH RESPECT TO ANY BUSINESS
21 COMBINATION, THE DATE OF CONSUMMATION OF THE BUSINESS
22 COMBINATION, OR, IN THE CASE OF A BUSINESS COMBINATION AS TO
23 WHICH A SHAREHOLDER VOTE IS TAKEN, THE LATER OF THE BUSINESS DAY
24 PRIOR TO THE VOTE OR 20 DAYS PRIOR TO THE DATE OF CONSUMMATION
25 OF SUCH BUSINESS COMBINATION.
26 "CONTROL," "CONTROLLING," "CONTROLLED BY" OR "UNDER COMMON
27 CONTROL WITH." THE POSSESSION, DIRECTLY OR INDIRECTLY, OF THE
28 POWER TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT AND
29 POLICIES OF A PERSON, WHETHER THROUGH THE OWNERSHIP OF VOTING
30 SHARES, BY CONTRACT, OR OTHERWISE. A PERSON'S BENEFICIAL
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1 OWNERSHIP OF SHARES ENTITLING THAT PERSON TO CAST AT LEAST 10%
2 OF THE VOTES THAT ALL SHAREHOLDERS WOULD BE ENTITLED TO CAST IN
3 AN ELECTION OF DIRECTORS OF THE CORPORATION SHALL CREATE A
4 PRESUMPTION THAT SUCH PERSON HAS CONTROL OF THE CORPORATION.
5 NOTWITHSTANDING THE FOREGOING, A PERSON SHALL NOT BE DEEMED TO
6 HAVE CONTROL OF A CORPORATION IF SUCH PERSON HOLDS VOTING
7 SHARES, IN GOOD FAITH AND NOT FOR THE PURPOSE OF CIRCUMVENTING
8 THIS SUBCHAPTER, AS AN AGENT, BANK, BROKER, NOMINEE, CUSTODIAN
9 OR TRUSTEE FOR ONE OR MORE BENEFICIAL OWNERS WHO DO NOT
10 INDIVIDUALLY OR AS A GROUP HAVE CONTROL OF THE CORPORATION.
11 "EXCHANGE ACT." THE SECURITIES EXCHANGE ACT OF 1934 (48
12 STAT. 881, 15 U.S.C. § 78A ET SEQ.), AS AMENDED.
13 "INTERESTED SHAREHOLDER." AN INTERESTED SHAREHOLDER AS
14 DEFINED IN SECTION 2553 (RELATING TO INTERESTED SHAREHOLDER).
15 "MARKET VALUE." WHEN USED IN REFERENCE TO SHARES OR PROPERTY
16 OF ANY CORPORATION:
17 (1) IN THE CASE OF SHARES, THE HIGHEST CLOSING SALE
18 PRICE DURING THE 30-DAY PERIOD IMMEDIATELY PRECEDING THE DATE
19 IN QUESTION OF THE SHARE ON THE COMPOSITE TAPE FOR NEW YORK
20 STOCK EXCHANGE-LISTED SHARES, OR, IF THE SHARES ARE NOT
21 QUOTED ON THE COMPOSITE TAPE OR IF THE SHARES ARE NOT LISTED
22 ON THE EXCHANGE, ON THE PRINCIPAL UNITED STATES SECURITIES
23 EXCHANGE REGISTERED UNDER THE EXCHANGE ACT, ON WHICH SUCH
24 SHARES ARE LISTED, OR, IF THE SHARES ARE NOT LISTED ON ANY
25 SUCH EXCHANGE, THE HIGHEST CLOSING BID QUOTATION WITH RESPECT
26 TO THE SHARE DURING THE 30-DAY PERIOD PRECEDING THE DATE IN
27 QUESTION ON THE NATIONAL ASSOCIATION OF SECURITIES DEALERS,
28 INC. AUTOMATED QUOTATIONS SYSTEM OR ANY SYSTEM THEN IN USE,
29 OR IF NO QUOTATIONS ARE AVAILABLE, THE FAIR MARKET VALUE ON
30 THE DATE IN QUESTION OF THE SHARE AS DETERMINED BY THE BOARD
19870S1200B2515 - 353 -
1 OF DIRECTORS OF THE CORPORATION IN GOOD FAITH.
2 (2) IN THE CASE OF PROPERTY OTHER THAN CASH OR SHARES,
3 THE FAIR MARKET VALUE OF THE PROPERTY ON THE DATE IN QUESTION
4 AS DETERMINED BY THE BOARD OF DIRECTORS OF THE CORPORATION IN
5 GOOD FAITH.
6 "PREFERRED SHARES." ANY CLASS OR SERIES OF SHARES OF A
7 CORPORATION WHICH, UNDER THE BYLAWS OR ARTICLES OF THE
8 CORPORATION, IS ENTITLED TO RECEIVE PAYMENT OF DIVIDENDS PRIOR
9 TO ANY PAYMENT OF DIVIDENDS ON SOME OTHER CLASS OR SERIES OF
10 SHARES, OR IS ENTITLED IN THE EVENT OF ANY VOLUNTARY
11 LIQUIDATION, DISSOLUTION OR WINDING UP OF THE CORPORATION TO
12 RECEIVE PAYMENT OR DISTRIBUTION OF A PREFERENTIAL AMOUNT BEFORE
13 ANY PAYMENTS OR DISTRIBUTIONS ARE RECEIVED BY SOME OTHER CLASS
14 OR SERIES OF SHARES.
15 "SHARE ACQUISITION DATE." WITH RESPECT TO ANY PERSON AND ANY
16 REGISTERED CORPORATION, THE DATE THAT SUCH PERSON FIRST BECOMES
17 AN INTERESTED SHAREHOLDER OF SUCH CORPORATION.
18 "SHARES."
19 (1) ANY SHARES OR SIMILAR SECURITY, ANY CERTIFICATE OF
20 INTEREST, ANY PARTICIPATION IN ANY PROFIT-SHARING AGREEMENT,
21 ANY VOTING TRUST CERTIFICATE, OR ANY CERTIFICATE OF DEPOSIT
22 FOR SHARES.
23 (2) ANY SECURITY CONVERTIBLE, WITH OR WITHOUT
24 CONSIDERATION, INTO SHARES, OR ANY OPTION RIGHT, CONVERSION
25 RIGHT OR PRIVILEGE OF BUYING SHARES WITHOUT BEING BOUND TO DO
26 SO, OR ANY OTHER SECURITY CARRYING ANY RIGHT TO ACQUIRE,
27 SUBSCRIBE TO OR PURCHASE SHARES.
28 "SUBSIDIARY." ANY CORPORATION AS TO WHICH ANY OTHER
29 CORPORATION IS THE BENEFICIAL OWNER, DIRECTLY OR INDIRECTLY, OF
30 SHARES OF THE FIRST CORPORATION THAT WOULD ENTITLE THE OTHER
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1 CORPORATION TO CAST IN EXCESS OF 50% OF THE VOTES THAT ALL
2 SHAREHOLDERS WOULD BE ENTITLED TO CAST IN THE ELECTION OF
3 DIRECTORS OF THE FIRST CORPORATION.
4 "VOTING SHARES." SHARES OF A CORPORATION ENTITLED TO VOTE
5 GENERALLY IN THE ELECTION OF DIRECTORS.
6 § 2553. INTERESTED SHAREHOLDER.
7 (A) GENERAL RULE.--THE TERM "INTERESTED SHAREHOLDER," WHEN
8 USED IN REFERENCE TO ANY REGISTERED CORPORATION, MEANS ANY
9 PERSON (OTHER THAN THE CORPORATION OR ANY SUBSIDIARY OF THE
10 CORPORATION) THAT:
11 (1) IS THE BENEFICIAL OWNER, DIRECTLY OR INDIRECTLY, OF
12 SHARES ENTITLING THAT PERSON TO CAST AT LEAST 20% OF THE
13 VOTES THAT ALL SHAREHOLDERS WOULD BE ENTITLED TO CAST IN AN
14 ELECTION OF DIRECTORS OF THE CORPORATION; OR
15 (2) IS AN AFFILIATE OR ASSOCIATE OF SUCH CORPORATION AND
16 AT ANY TIME WITHIN THE FIVE-YEAR PERIOD IMMEDIATELY PRIOR TO
17 THE DATE IN QUESTION WAS THE BENEFICIAL OWNER, DIRECTLY OR
18 INDIRECTLY, OF SHARES ENTITLING THAT PERSON TO CAST AT LEAST
19 20% OF THE VOTES THAT ALL SHAREHOLDERS WOULD BE ENTITLED TO
20 CAST IN AN ELECTION OF DIRECTORS OF THE CORPORATION.
21 (B) EXCEPTION.--FOR THE PURPOSE OF DETERMINING WHETHER A
22 PERSON IS AN INTERESTED SHAREHOLDER:
23 (1) THE NUMBER OF VOTES THAT WOULD BE ENTITLED TO BE
24 CAST IN AN ELECTION OF DIRECTORS OF THE CORPORATION SHALL BE
25 CALCULATED BY INCLUDING SHARES DEEMED TO BE BENEFICIALLY
26 OWNED BY THE PERSON THROUGH APPLICATION OF THE DEFINITION OF
27 "BENEFICIAL OWNER" IN SECTION 2552 (RELATING TO DEFINITIONS),
28 BUT EXCLUDING ANY OTHER UNISSUED SHARES OF SUCH CORPORATION
29 WHICH MAY BE ISSUABLE PURSUANT TO ANY AGREEMENT, ARRANGEMENT
30 OR UNDERSTANDING, OR UPON EXERCISE OF CONVERSION OR OPTION
19870S1200B2515 - 355 -
1 RIGHTS, OR OTHERWISE; AND
2 (2) THERE SHALL BE EXCLUDED FROM THE BENEFICIAL
3 OWNERSHIP OF THE INTERESTED SHAREHOLDER ANY:
4 (I) SHARES WHICH HAVE BEEN HELD CONTINUOUSLY BY A
5 NATURAL PERSON SINCE JANUARY 1, 1983, AND WHICH ARE THEN
6 HELD BY THAT NATURAL PERSON;
7 (II) SHARES WHICH ARE THEN HELD BY ANY NATURAL
8 PERSON OR TRUST, ESTATE, FOUNDATION OR OTHER SIMILAR
9 ENTITY TO THE EXTENT SUCH SHARES WERE ACQUIRED SOLELY BY
10 GIFT, INHERITANCE, BEQUEST, DEVISE OR OTHER TESTAMENTARY
11 DISTRIBUTION OR SERIES OF THOSE TRANSACTIONS, DIRECTLY OR
12 INDIRECTLY, FROM A NATURAL PERSON WHO HAD ACQUIRED SUCH
13 SHARES PRIOR TO JANUARY 1, 1983; OR
14 (III) SHARES WHICH WERE ACQUIRED PURSUANT TO A STOCK
15 SPLIT, STOCK DIVIDEND, RECLASSIFICATION OR SIMILAR
16 RECAPITALIZATION WITH RESPECT TO SHARES DESCRIBED UNDER
17 THIS PARAGRAPH THAT HAVE BEEN HELD CONTINUOUSLY SINCE
18 THEIR ISSUANCE BY THE CORPORATION BY THE NATURAL PERSON
19 OR ENTITY THAT ACQUIRED THEM FROM THE CORPORATION, OR
20 THAT WERE ACQUIRED, DIRECTLY OR INDIRECTLY, FROM THE
21 NATURAL PERSON OR ENTITY, SOLELY PURSUANT TO A
22 TRANSACTION OR SERIES OF TRANSACTIONS DESCRIBED IN
23 SUBPARAGRAPH (II), AND THAT ARE THEN HELD BY A NATURAL
24 PERSON OR ENTITY DESCRIBED IN SUBPARAGRAPH (II).
25 § 2554. BUSINESS COMBINATION.
26 THE TERM "BUSINESS COMBINATION," WHEN USED IN REFERENCE TO
27 ANY REGISTERED CORPORATION AND ANY INTERESTED SHAREHOLDER OF THE
28 CORPORATION, MEANS ANY OF THE FOLLOWING:
29 (1) A MERGER OR CONSOLIDATION OF THE CORPORATION OR ANY
30 SUBSIDIARY OF THE CORPORATION WITH:
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1 (I) THE INTERESTED SHAREHOLDER; OR
2 (II) ANY OTHER CORPORATION (WHETHER OR NOT ITSELF AN
3 INTERESTED SHAREHOLDER OF THE REGISTERED CORPORATION)
4 WHICH IS, OR AFTER THE MERGER OR CONSOLIDATION WOULD BE,
5 AN AFFILIATE OR ASSOCIATE OF THE INTERESTED SHAREHOLDER.
6 (2) A SALE, LEASE, EXCHANGE, MORTGAGE, PLEDGE, TRANSFER
7 OR OTHER DISPOSITION (IN ONE TRANSACTION OR A SERIES OF
8 TRANSACTIONS) TO OR WITH THE INTERESTED SHAREHOLDER OR ANY
9 AFFILIATE OR ASSOCIATE OF SUCH INTERESTED SHAREHOLDER OF
10 ASSETS OF THE CORPORATION OR ANY SUBSIDIARY OF THE
11 CORPORATION:
12 (I) HAVING AN AGGREGATE MARKET VALUE EQUAL TO 10% OR
13 MORE OF THE AGGREGATE MARKET VALUE OF ALL THE ASSETS,
14 DETERMINED ON A CONSOLIDATED BASIS, OF SUCH CORPORATION;
15 (II) HAVING AN AGGREGATE MARKET VALUE EQUAL TO 10%
16 OR MORE OF THE AGGREGATE MARKET VALUE OF ALL THE
17 OUTSTANDING SHARES OF SUCH CORPORATION; OR
18 (III) REPRESENTING 10% OR MORE OF THE EARNING POWER
19 OR NET INCOME, DETERMINED ON A CONSOLIDATED BASIS, OF
20 SUCH CORPORATION.
21 (3) THE ISSUANCE OR TRANSFER BY THE CORPORATION OR ANY
22 SUBSIDIARY OF THE CORPORATION (IN ONE TRANSACTION OR A SERIES
23 OF TRANSACTIONS) OF ANY SHARES OF SUCH CORPORATION OR ANY
24 SUBSIDIARY OF SUCH CORPORATION WHICH HAS AN AGGREGATE MARKET
25 VALUE EQUAL TO 5% OR MORE OF THE AGGREGATE MARKET VALUE OF
26 ALL THE OUTSTANDING SHARES OF THE CORPORATION TO THE
27 INTERESTED SHAREHOLDER OR ANY AFFILIATE OR ASSOCIATE OF SUCH
28 INTERESTED SHAREHOLDER EXCEPT PURSUANT TO THE EXERCISE OF
29 OPTION RIGHTS TO PURCHASE SHARES, OR PURSUANT TO THE
30 CONVERSION OF SECURITIES HAVING CONVERSION RIGHTS, OFFERED,
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1 OR A DIVIDEND OR DISTRIBUTION PAID OR MADE, PRO RATA TO ALL
2 SHAREHOLDERS OF THE CORPORATION.
3 (4) THE ADOPTION OF ANY PLAN OR PROPOSAL FOR THE
4 LIQUIDATION OR DISSOLUTION OF THE CORPORATION PROPOSED BY, OR
5 PURSUANT TO ANY AGREEMENT, ARRANGEMENT OR UNDERSTANDING
6 (WHETHER OR NOT IN WRITING) WITH, THE INTERESTED SHAREHOLDER
7 OR ANY AFFILIATE OR ASSOCIATE OF SUCH INTERESTED SHAREHOLDER.
8 (5) A RECLASSIFICATION OF SECURITIES (INCLUDING, WITHOUT
9 LIMITATION, ANY SPLIT OF SHARES, DIVIDEND OF SHARES, OR OTHER
10 DISTRIBUTION OF SHARES IN RESPECT OF SHARES, OR ANY REVERSE
11 SPLIT OF SHARES), OR RECAPITALIZATION OF THE CORPORATION, OR
12 ANY MERGER OR CONSOLIDATION OF THE CORPORATION WITH ANY
13 SUBSIDIARY OF THE CORPORATION, OR ANY OTHER TRANSACTION
14 (WHETHER OR NOT WITH OR INTO OR OTHERWISE INVOLVING THE
15 INTERESTED SHAREHOLDER), PROPOSED BY, OR PURSUANT TO ANY
16 AGREEMENT, ARRANGEMENT OR UNDERSTANDING (WHETHER OR NOT IN
17 WRITING) WITH, THE INTERESTED SHAREHOLDER OR ANY AFFILIATE OR
18 ASSOCIATE OF THE INTERESTED SHAREHOLDER, WHICH HAS THE
19 EFFECT, DIRECTLY OR INDIRECTLY, OF INCREASING THE
20 PROPORTIONATE SHARE OF THE OUTSTANDING SHARES OF ANY CLASS OR
21 SERIES OF VOTING SHARES OR SECURITIES CONVERTIBLE INTO VOTING
22 SHARES OF THE CORPORATION OR ANY SUBSIDIARY OF THE
23 CORPORATION WHICH IS, DIRECTLY OR INDIRECTLY, OWNED BY THE
24 INTERESTED SHAREHOLDER OR ANY AFFILIATE OR ASSOCIATE OF THE
25 INTERESTED SHAREHOLDER, EXCEPT AS A RESULT OF IMMATERIAL
26 CHANGES DUE TO FRACTIONAL SHARE ADJUSTMENTS.
27 (6) THE RECEIPT BY THE INTERESTED SHAREHOLDER OR ANY
28 AFFILIATE OR ASSOCIATE OF THE INTERESTED SHAREHOLDER OF THE
29 BENEFIT, DIRECTLY OR INDIRECTLY (EXCEPT PROPORTIONATELY AS A
30 SHAREHOLDER OF SUCH CORPORATION), OF ANY LOANS, ADVANCES,
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1 GUARANTEES, PLEDGES OR OTHER FINANCIAL ASSISTANCE OR ANY TAX
2 CREDITS OR OTHER TAX ADVANTAGES PROVIDED BY OR THROUGH THE
3 CORPORATION.
4 § 2555. REQUIREMENTS RELATING TO CERTAIN BUSINESS COMBINATIONS.
5 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
6 SUBPART (EXCEPT THE PROVISIONS OF SECTION 2551 (RELATING TO
7 APPLICATION AND EFFECT OF SUBCHAPTER)), A REGISTERED CORPORATION
8 SHALL NOT ENGAGE AT ANY TIME IN ANY BUSINESS COMBINATION WITH
9 ANY INTERESTED SHAREHOLDER OF THE CORPORATION OTHER THAN:
10 (1) A BUSINESS COMBINATION APPROVED BY THE BOARD OF
11 DIRECTORS OF THE CORPORATION PRIOR TO THE INTERESTED
12 SHAREHOLDER'S SHARE ACQUISITION DATE, OR WHERE THE PURCHASE
13 OF SHARES MADE BY THE INTERESTED SHAREHOLDER ON THE
14 INTERESTED SHAREHOLDER'S SHARE ACQUISITION DATE HAD BEEN
15 APPROVED BY THE BOARD OF DIRECTORS OF THE CORPORATION PRIOR
16 TO THE INTERESTED SHAREHOLDER'S SHARE ACQUISITION DATE.
17 (2) A BUSINESS COMBINATION APPROVED:
18 (I) BY THE AFFIRMATIVE VOTE OF THE HOLDERS OF SHARES
19 ENTITLING SUCH HOLDERS TO CAST A MAJORITY OF THE VOTES
20 THAT ALL SHAREHOLDERS WOULD BE ENTITLED TO CAST IN AN
21 ELECTION OF DIRECTORS OF THE CORPORATION, NOT INCLUDING
22 ANY VOTING SHARES BENEFICIALLY OWNED BY THE INTERESTED
23 SHAREHOLDER OR ANY AFFILIATE OR ASSOCIATE OF SUCH
24 INTERESTED SHAREHOLDER, AT A MEETING CALLED FOR SUCH
25 PURPOSE NO EARLIER THAN THREE MONTHS AFTER THE INTERESTED
26 SHAREHOLDER BECAME, AND IF AT THE TIME OF THE MEETING THE
27 INTERESTED SHAREHOLDER IS, THE BENEFICIAL OWNER, DIRECTLY
28 OR INDIRECTLY, OF SHARES ENTITLING THE INTERESTED
29 SHAREHOLDER TO CAST AT LEAST 80% OF THE VOTES THAT ALL
30 SHAREHOLDERS WOULD BE ENTITLED TO CAST IN AN ELECTION OF
19870S1200B2515 - 359 -
1 DIRECTORS OF THE CORPORATION, AND IF THE BUSINESS
2 COMBINATION SATISFIES ALL THE CONDITIONS OF SECTION 2556

Historical Act text part 7

3 (RELATING TO CERTAIN MINIMUM CONDITIONS); OR
4 (II) BY THE AFFIRMATIVE VOTE OF ALL OF THE HOLDERS
5 OF ALL OF THE OUTSTANDING COMMON SHARES.
6 (3) A BUSINESS COMBINATION APPROVED BY THE AFFIRMATIVE
7 VOTE OF THE HOLDERS OF SHARES ENTITLING SUCH HOLDERS TO CAST
8 A MAJORITY OF THE VOTES THAT ALL SHAREHOLDERS WOULD BE
9 ENTITLED TO CAST IN AN ELECTION OF DIRECTORS OF THE
10 CORPORATION, NOT INCLUDING ANY VOTING SHARES BENEFICIALLY
11 OWNED BY THE INTERESTED SHAREHOLDER OR ANY AFFILIATE OR
12 ASSOCIATE OF THE INTERESTED SHAREHOLDER, AT A MEETING CALLED
13 FOR SUCH PURPOSE NO EARLIER THAN FIVE YEARS AFTER THE
14 INTERESTED SHAREHOLDER'S SHARE ACQUISITION DATE.
15 (4) A BUSINESS COMBINATION APPROVED AT A SHAREHOLDERS'
16 MEETING CALLED FOR SUCH PURPOSE NO EARLIER THAN FIVE YEARS
17 AFTER THE INTERESTED SHAREHOLDER'S SHARE ACQUISITION DATE
18 THAT MEETS ALL OF THE CONDITIONS OF SECTION 2556.
19 § 2556. CERTAIN MINIMUM CONDITIONS.
20 A BUSINESS COMBINATION CONFORMING TO SECTION 2555(2)(I) OR
21 (4) (RELATING TO REQUIREMENTS RELATING TO CERTAIN BUSINESS
22 COMBINATIONS) SHALL MEET ALL OF THE FOLLOWING CONDITIONS:
23 (1) THE AGGREGATE AMOUNT OF THE CASH AND THE MARKET
24 VALUE AS OF THE CONSUMMATION DATE OF CONSIDERATION OTHER THAN
25 CASH TO BE RECEIVED PER SHARE BY HOLDERS OF OUTSTANDING
26 COMMON SHARES OF SUCH REGISTERED CORPORATION IN THE BUSINESS
27 COMBINATION IS AT LEAST EQUAL TO THE HIGHER OF THE FOLLOWING:
28 (I) THE HIGHEST PER SHARE PRICE PAID BY THE
29 INTERESTED SHAREHOLDER AT A TIME WHEN THE SHAREHOLDER WAS
30 THE BENEFICIAL OWNER, DIRECTLY OR INDIRECTLY, OF SHARES
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1 ENTITLING THAT PERSON TO CAST AT LEAST 5% OF THE VOTES
2 THAT ALL SHAREHOLDERS WOULD BE ENTITLED TO CAST IN AN
3 ELECTION OF DIRECTORS OF THE CORPORATION, FOR ANY COMMON
4 SHARES OF THE SAME CLASS OR SERIES ACQUIRED BY IT:
5 (A) WITHIN THE FIVE-YEAR PERIOD IMMEDIATELY
6 PRIOR TO THE ANNOUNCEMENT DATE WITH RESPECT TO SUCH
7 BUSINESS COMBINATION; OR
8 (B) WITHIN THE FIVE-YEAR PERIOD IMMEDIATELY
9 PRIOR TO, OR IN, THE TRANSACTION IN WHICH THE
10 INTERESTED SHAREHOLDER BECAME AN INTERESTED
11 SHAREHOLDER;
12 WHICHEVER IS HIGHER; PLUS, IN EITHER CASE, INTEREST
13 COMPOUNDED ANNUALLY FROM THE EARLIEST DATE ON WHICH THE
14 HIGHEST PER-SHARE ACQUISITION PRICE WAS PAID THROUGH THE
15 CONSUMMATION DATE AT THE RATE FOR ONE YEAR UNITED STATES
16 TREASURY OBLIGATIONS FROM TIME TO TIME IN EFFECT; LESS
17 THE AGGREGATE AMOUNT OF ANY CASH DIVIDENDS PAID, AND THE
18 MARKET VALUE OF ANY DIVIDENDS PAID OTHER THAN IN CASH,
19 PER COMMON SHARE SINCE SUCH EARLIEST DATE, UP TO THE
20 AMOUNT OF THE INTEREST.
21 (II) THE MARKET VALUE PER COMMON SHARE ON THE
22 ANNOUNCEMENT DATE WITH RESPECT TO THE BUSINESS
23 COMBINATION OR ON THE INTERESTED SHAREHOLDER'S SHARE
24 ACQUISITION DATE, WHICHEVER IS HIGHER; PLUS INTEREST
25 COMPOUNDED ANNUALLY FROM SUCH DATE THROUGH THE
26 CONSUMMATION DATE AT THE RATE FOR ONE-YEAR UNITED STATES
27 TREASURY OBLIGATIONS FROM TIME TO TIME IN EFFECT; LESS
28 THE AGGREGATE AMOUNT OF ANY CASH DIVIDENDS PAID, AND THE
29 MARKET VALUE OF ANY DIVIDENDS PAID OTHER THAN IN CASH,
30 PER COMMON SHARE SINCE SUCH DATE, UP TO THE AMOUNT OF THE
19870S1200B2515 - 361 -
1 INTEREST.
2 (2) THE AGGREGATE AMOUNT OF THE CASH AND THE MARKET
3 VALUE AS OF THE CONSUMMATION DATE OF CONSIDERATION OTHER THAN
4 CASH TO BE RECEIVED PER SHARE BY HOLDERS OF OUTSTANDING
5 SHARES OF ANY CLASS OR SERIES OF SHARES, OTHER THAN COMMON
6 SHARES, OF THE CORPORATION IS AT LEAST EQUAL TO THE HIGHEST
7 OF THE FOLLOWING (WHETHER OR NOT THE INTERESTED SHAREHOLDER
8 HAS PREVIOUSLY ACQUIRED ANY SHARES OF SUCH CLASS OR SERIES OF
9 SHARES):
10 (I) THE HIGHEST PER-SHARE PRICE PAID BY THE
11 INTERESTED SHAREHOLDER AT A TIME WHEN THE SHAREHOLDER WAS
12 THE BENEFICIAL OWNER, DIRECTLY OR INDIRECTLY, OF SHARES
13 ENTITLING THAT PERSON TO CAST AT LEAST 5% OF THE VOTES
14 THAT ALL SHAREHOLDERS WOULD BE ENTITLED TO CAST IN AN
15 ELECTION OF DIRECTORS OF SUCH CORPORATION, FOR ANY SHARES
16 OF SUCH CLASS OR SERIES OF SHARES ACQUIRED BY IT:
17 (A) WITHIN THE FIVE-YEAR PERIOD IMMEDIATELY
18 PRIOR TO THE ANNOUNCEMENT DATE WITH RESPECT TO THE
19 BUSINESS COMBINATION; OR
20 (B) WITHIN THE FIVE-YEAR PERIOD IMMEDIATELY
21 PRIOR TO, OR IN, THE TRANSACTION IN WHICH THE
22 INTERESTED SHAREHOLDER BECAME AN INTERESTED
23 SHAREHOLDER;
24 WHICHEVER IS HIGHER; PLUS, IN EITHER CASE, INTEREST
25 COMPOUNDED ANNUALLY FROM THE EARLIEST DATE ON WHICH THE
26 HIGHEST PER-SHARE ACQUISITION PRICE WAS PAID THROUGH THE
27 CONSUMMATION DATE AT THE RATE FOR ONE-YEAR UNITED STATES
28 TREASURY OBLIGATIONS FROM TIME TO TIME IN EFFECT; LESS
29 THE AGGREGATE AMOUNT OF ANY CASH DIVIDENDS PAID, AND THE
30 MARKET VALUE OF ANY DIVIDENDS PAID OTHER THAN IN CASH,
19870S1200B2515 - 362 -
1 PER SHARE OF SUCH CLASS OR SERIES OF SHARES SINCE SUCH
2 EARLIEST DATE, UP TO THE AMOUNT OF THE INTEREST.
3 (II) THE HIGHEST PREFERENTIAL AMOUNT PER SHARE TO
4 WHICH THE HOLDERS OF SHARES OF SUCH CLASS OR SERIES OF
5 SHARES ARE ENTITLED IN THE EVENT OF ANY VOLUNTARY
6 LIQUIDATION, DISSOLUTION OR WINDING UP OF THE
7 CORPORATION, PLUS THE AGGREGATE AMOUNT OF ANY DIVIDENDS
8 DECLARED OR DUE AS TO WHICH SUCH HOLDERS ARE ENTITLED
9 PRIOR TO PAYMENT OF DIVIDENDS ON SOME OTHER CLASS OR
10 SERIES OF SHARES (UNLESS THE AGGREGATE AMOUNT OF THE
11 DIVIDENDS IS INCLUDED IN SUCH PREFERENTIAL AMOUNT).
12 (III) THE MARKET VALUE PER SHARE OF SUCH CLASS OR
13 SERIES OF SHARES ON THE ANNOUNCEMENT DATE WITH RESPECT TO
14 THE BUSINESS COMBINATION OR ON THE INTERESTED
15 SHAREHOLDER'S SHARE ACQUISITION DATE, WHICHEVER IS
16 HIGHER; PLUS INTEREST COMPOUNDED ANNUALLY FROM SUCH DATE
17 THROUGH THE CONSUMMATION DATE AT THE RATE FOR ONE-YEAR
18 UNITED STATES TREASURY OBLIGATIONS FROM TIME TO TIME IN
19 EFFECT; LESS THE AGGREGATE AMOUNT OF ANY CASH DIVIDENDS
20 PAID AND THE MARKET VALUE OF ANY DIVIDENDS PAID OTHER
21 THAN IN CASH, PER SHARE OF SUCH CLASS OR SERIES OF SHARES
22 SINCE SUCH DATE, UP TO THE AMOUNT OF THE INTEREST.
23 (3) THE CONSIDERATION TO BE RECEIVED BY HOLDERS OF A
24 PARTICULAR CLASS OR SERIES OF OUTSTANDING SHARES (INCLUDING
25 COMMON SHARES) OF THE CORPORATION IN THE BUSINESS COMBINATION
26 IS IN CASH OR IN THE SAME FORM AS THE INTERESTED SHAREHOLDER
27 HAS USED TO ACQUIRE THE LARGEST NUMBER OF SHARES OF SUCH
28 CLASS OR SERIES OF SHARES PREVIOUSLY ACQUIRED BY IT, AND THE
29 CONSIDERATION SHALL BE DISTRIBUTED PROMPTLY.
30 (4) THE HOLDERS OF ALL OUTSTANDING SHARES OF THE
19870S1200B2515 - 363 -
1 CORPORATION NOT BENEFICIALLY OWNED BY THE INTERESTED
2 SHAREHOLDER IMMEDIATELY PRIOR TO THE CONSUMMATION OF THE
3 BUSINESS COMBINATION ARE ENTITLED TO RECEIVE IN THE BUSINESS
4 COMBINATION CASH OR OTHER CONSIDERATION FOR SUCH SHARES IN
5 COMPLIANCE WITH PARAGRAPHS (1), (2) AND (3).
6 (5) AFTER THE INTERESTED SHAREHOLDER'S SHARE ACQUISITION
7 DATE AND PRIOR TO THE CONSUMMATION DATE WITH RESPECT TO THE
8 BUSINESS COMBINATION, THE INTERESTED SHAREHOLDER HAS NOT
9 BECOME THE BENEFICIAL OWNER OF ANY ADDITIONAL VOTING SHARES
10 OF SUCH CORPORATION EXCEPT:
11 (I) AS PART OF THE TRANSACTION WHICH RESULTED IN
12 SUCH INTERESTED SHAREHOLDER BECOMING AN INTERESTED
13 SHAREHOLDER;
14 (II) BY VIRTUE OF PROPORTIONATE SPLITS OF SHARES,
15 SHARE DIVIDENDS OR OTHER DISTRIBUTIONS OF SHARES IN
16 RESPECT OF SHARES NOT CONSTITUTING A BUSINESS COMBINATION
17 AS DEFINED IN THIS SUBCHAPTER;
18 (III) THROUGH A BUSINESS COMBINATION MEETING ALL OF
19 THE CONDITIONS OF SECTION 2555(1), (2) (3) OR (4);
20 (IV) THROUGH PURCHASE BY THE INTERESTED SHAREHOLDER
21 AT ANY PRICE WHICH, IF THE PRICE HAD BEEN PAID IN AN
22 OTHERWISE PERMISSIBLE BUSINESS COMBINATION THE
23 ANNOUNCEMENT DATE AND CONSUMMATION DATE OF WHICH WERE THE
24 DATE OF SUCH PURCHASE, WOULD HAVE SATISFIED THE
25 REQUIREMENTS OF PARAGRAPHS (1), (2) AND (3); OR
26 (V) THROUGH PURCHASE REQUIRED BY AND PURSUANT TO THE
27 PROVISIONS OF, AND AT NO LESS THAN THE FAIR VALUE
28 (INCLUDING INTEREST TO THE DATE OF PAYMENT) AS DETERMINED
29 BY A COURT-APPOINTED APPRAISER UNDER SECTION 2547
30 (RELATING TO VALUATION PROCEDURES) OR, IF SUCH FAIR VALUE
19870S1200B2515 - 364 -
1 WAS NOT THEN SO DETERMINED, THEN AT A PRICE THAT WOULD
2 SATISFY THE CONDITIONS IN SUBPARAGRAPH (IV).
3 CHAPTER 27
4 MANAGEMENT CORPORATIONS
5 SUBCHAPTER
6 A. PRELIMINARY PROVISIONS
7 B. POWERS, DUTIES AND SAFEGUARDS
8 C. DIRECTORS AND SHAREHOLDERS
9 SUBCHAPTER A
10 PRELIMINARY PROVISIONS
11 SEC.
12 2701. APPLICATION AND EFFECT OF CHAPTER.
13 2702. ELECTION OF AN EXISTING BUSINESS CORPORATION TO BECOME
14 A MANAGEMENT CORPORATION.
15 2703. DATE AND DURATION OF ELECTION.
16 2704. DISSENTERS RIGHTS UPON ELECTION.
17 § 2701. APPLICATION AND EFFECT OF CHAPTER.
18 (A) GENERAL RULE.--THIS CHAPTER SHALL BE APPLICABLE TO A
19 BUSINESS CORPORATION, OTHER THAN A CLOSELY-HELD CORPORATION OR A
20 PROFESSIONAL CORPORATION, THAT ELECTS TO BECOME A MANAGEMENT
21 CORPORATION IN THE MANNER PROVIDED BY THIS CHAPTER, IF THE
22 CORPORATION IS A MANAGEMENT COMPANY REGISTERED UNDER THE
23 INVESTMENT COMPANY ACT OF 1940 (54 STAT. 789, 15 U.S.C. § 80A-1
24 ET SEQ.).
25 (B) LAWS APPLICABLE TO MANAGEMENT CORPORATIONS.--EXCEPT AS
26 OTHERWISE PROVIDED IN THIS CHAPTER, THIS SUBPART SHALL BE
27 GENERALLY APPLICABLE TO ALL MANAGEMENT CORPORATIONS. THE
28 SPECIFIC PROVISIONS OF THIS CHAPTER SHALL CONTROL OVER THE
29 GENERAL PROVISIONS OF THIS SUBPART. EXCEPT AS OTHERWISE PROVIDED
30 IN THIS ARTICLE, A MANAGEMENT CORPORATION MAY BE SIMULTANEOUSLY
19870S1200B2515 - 365 -
1 SUBJECT TO THIS CHAPTER AND ONE OR MORE OTHER CHAPTERS OF THIS
2 ARTICLE. THE BYLAWS OF A MANAGEMENT CORPORATION MAY PROVIDE
3 EITHER EXPRESSLY OR BY NECESSARY IMPLICATION THAT ANY ONE OR
4 MORE OF THE PROVISIONS OF THIS CHAPTER, EXCEPT THIS SUBCHAPTER,
5 SHALL NOT BE APPLICABLE, IN WHOLE OR IN PART, TO THE
6 CORPORATION.
7 (C) FORMATION OF MANAGEMENT CORPORATIONS.--A MANAGEMENT
8 CORPORATION SHALL BE FORMED IN ACCORDANCE WITH ARTICLE B
9 (RELATING TO DOMESTIC BUSINESS CORPORATIONS GENERALLY) EXCEPT
10 THAT ITS ARTICLES SHALL CONTAIN A HEADING STATING THE NAME OF
11 THE CORPORATION AND THAT IT IS A MANAGEMENT CORPORATION.
12 § 2702. ELECTION OF AN EXISTING BUSINESS CORPORATION TO BECOME
13 A MANAGEMENT CORPORATION.
14 (A) GENERAL RULE.--A BUSINESS CORPORATION MAY BECOME A
15 MANAGEMENT CORPORATION UNDER THIS CHAPTER BY FILING ARTICLES OF
16 AMENDMENT WHICH SHALL CONTAIN IN ADDITION TO THE REQUIREMENTS OF
17 SECTION 1915 (RELATING TO ARTICLES OF AMENDMENT):
18 (1) A HEADING STATING THE NAME OF THE CORPORATION AND
19 THAT IT IS A MANAGEMENT CORPORATION.
20 (2) A STATEMENT THAT IT ELECTS TO BECOME A MANAGEMENT
21 CORPORATION.
22 (3) A STATEMENT THAT ALL SHAREHOLDERS OF THE CORPORATION <--
23 HAVE BEEN ACCORDED DISSENTERS RIGHTS UNDER THIS CHAPTER IN
24 CONNECTION WITH THE ELECTION.
25 (B) PROCEDURE.--AN ELECTION TO BECOME SUBJECT TO THIS
26 CHAPTER SHALL BE PROPOSED BY A RESOLUTION ADOPTED BY THE BOARD
27 OF DIRECTORS AND SHALL BE ADOPTED IN ACCORDANCE WITH THE
28 REQUIREMENTS OF SUBCHAPTER B OF CHAPTER 19 (RELATING TO
29 AMENDMENT OF ARTICLES).
30 (C) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
19870S1200B2515 - 366 -
1 STATEMENT).
2 § 2703. DATE AND DURATION OF ELECTION.
3 (A) DATE OF ELECTION.--IF AN EFFECTIVE DATE IS NOT STATED IN
4 THE ARTICLES OF AMENDMENT, THIS CHAPTER SHALL BECOME APPLICABLE
5 TO THE MANAGEMENT CORPORATION ON THE DATE THE ARTICLES OF
6 AMENDMENT ARE FILED IN THE DEPARTMENT OF STATE.
7 (B) DURATION OF ELECTION.--A MANAGEMENT CORPORATION SHALL BE
8 SUBJECT TO THIS CHAPTER FOR THREE YEARS AFTER ITS DATE OF
9 INCORPORATION OR THE EFFECTIVE DATE OF ITS MOST RECENT ARTICLES
10 OF AMENDMENT FILED UNDER SECTION 2702 (RELATING TO ELECTION OF
11 AN EXISTING BUSINESS CORPORATION TO BECOME A MANAGEMENT
12 CORPORATION). AN ELECTION TO BE SUBJECT TO THIS CHAPTER MAY BE
13 RENEWED BY COMPLYING WITH THE PROVISIONS OF SECTION 2702 IN THE
14 SAME MANNER AS AN INITIAL ELECTION.
15 § 2704. DISSENTERS RIGHTS UPON ELECTION.
16 IF ANY SHAREHOLDER OF A MANAGEMENT CORPORATION THAT ADOPTS OR
17 RENEWS AN ELECTION UNDER THIS CHAPTER TO BECOME OR CONTINUE AS A
18 MANAGEMENT CORPORATION OBJECTS TO THAT ACTION AND COMPLIES WITH
19 THE PROVISIONS OF SUBCHAPTER D OF CHAPTER 15 (RELATING TO
20 DISSENTERS RIGHTS), THE DISSENTING SHAREHOLDER SHALL BE ENTITLED
21 TO THE RIGHTS AND REMEDIES OF DISSENTING SHAREHOLDERS THEREIN
22 PROVIDED, UNLESS AS TO ANY CLASS OR SERIES OF SHARES THE
23 CORPORATION IN THE ORDINARY COURSE OF BUSINESS REDEEMS SUCH
24 SHARES AT THE OPTION OF A SHAREHOLDER AT NET ASSET VALUE OR AT
25 ANOTHER AGREED METHOD OR AMOUNT OF VALUE.
26 SUBCHAPTER B
27 POWERS, DUTIES AND SAFEGUARDS
28 SEC.
29 2711. BYLAW AND FUNDAMENTAL CHANGE PROCEDURES.
30 2712. CHANGES IN AUTHORIZED SHARES.
19870S1200B2515 - 367 -
1 § 2711. BYLAW AND FUNDAMENTAL CHANGE PROCEDURES.
2 EXCEPT AS OTHERWISE PROVIDED IN THE EXPRESS TERMS OF ANY
3 CLASS OR SERIES OF ANY PREFERRED OR PREFERENCE SHARES, SO LONG
4 AS A BUSINESS CORPORATION IS A MANAGEMENT CORPORATION SUBJECT TO
5 THIS CHAPTER:
6 (1) THE BOARD OF DIRECTORS SHALL HAVE THE FULL AUTHORITY
7 VESTED BY THIS SUBPART IN THE SHAREHOLDERS TO AMEND THE
8 ARTICLES UNDER SECTION 2703(B) (RELATING TO DURATION OF
9 ELECTION) AND TO ADOPT OR CHANGE THE BYLAWS, AND A BYLAW
10 ADOPTED BY THE BOARD OF DIRECTORS PURSUANT TO THIS SECTION
11 MAY CONTINUE IN EFFECT AS LONG AS THE CORPORATION REMAINS
12 SUBJECT TO THIS CHAPTER.
13 (2) A PLAN OR AMENDMENT SHALL NOT BE ADOPTED UNDER
14 CHAPTER 19 (RELATING TO FUNDAMENTAL CHANGES), AND A BYLAW
15 SHALL NOT BE ADOPTED OR CHANGED BY THE SHAREHOLDERS, WITHOUT
16 THE APPROVAL OF THE BOARD OF DIRECTORS.
17 § 2712. CHANGES IN AUTHORIZED SHARES.
18 (A) GENERAL RULE.--AN AMENDMENT OF THE ARTICLES OF A
19 MANAGEMENT CORPORATION SHALL NOT REQUIRE THE APPROVAL OF THE
20 SHAREHOLDERS OF THE CORPORATION IF IT INCREASES OR DECREASES (TO
21 A NUMBER NOT LESS THAN THAT THEN OUTSTANDING) THE NUMBER OF
22 AUTHORIZED SHARES OF THE CORPORATION, OR OF ANY CLASS OF THE
23 CORPORATION.
24 (B) PROCEDURE.--THE ARTICLES OF AMENDMENT SHALL SET FORTH IN
25 ADDITION TO THE REQUIREMENTS OF SECTION 1915 (RELATING TO
26 ARTICLES OF AMENDMENT):
27 (1) THE AGGREGATE NUMBER OF SHARES THAT THE CORPORATION
28 SHALL HAVE AUTHORITY TO ISSUE, OR THE DESIGNATIONS OF THE
29 CLASSES OF SHARES OF THE CORPORATION AND THE MAXIMUM NUMBER
30 OF SHARES OF EACH CLASS THAT MAY BE ISSUED.
19870S1200B2515 - 368 -
1 (2) A STATEMENT OF THE VOTING RIGHTS, DESIGNATIONS,
2 PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS IN RESPECT OF THE
3 SHARES OF ANY CLASS OR ANY SERIES OF ANY CLASS, TO THE EXTENT
4 THAT THEY HAVE BEEN DETERMINED.
5 (3) A STATEMENT OF ANY AUTHORITY VESTED IN THE BOARD OF
6 DIRECTORS TO DIVIDE THE AUTHORIZED AND UNISSUED SHARES INTO
7 CLASSES OR SERIES, OR BOTH, AND TO DETERMINE FOR ANY SUCH
8 CLASS OR SERIES ITS VOTING RIGHTS, DESIGNATIONS, PREFERENCES,
9 LIMITATIONS AND SPECIAL RIGHTS.
10 SUBCHAPTER C
11 DIRECTORS AND SHAREHOLDERS
12 SEC.
13 2721. SELECTION AND REMOVAL OF DIRECTORS.
14 2722. SHAREHOLDER MEETINGS UNNECESSARY.
15 § 2721. SELECTION AND REMOVAL OF DIRECTORS.
16 THE BYLAWS OF A MANAGEMENT CORPORATION MAY SPECIFY THE MANNER
17 IN WHICH AND THE PERSONS BY WHOM THE DIRECTORS OF THE
18 CORPORATION SHALL BE SELECTED AND MAY BE REMOVED. UNLESS
19 OTHERWISE PROVIDED IN THE BYLAWS, THE DIRECTORS OF A MANAGEMENT
20 CORPORATION SHALL BE SELECTED AND MAY BE REMOVED BY THE BOARD OF
21 DIRECTORS. AN INCIDENTAL REFERENCE TO THE ELECTION OF DIRECTORS
22 BY COMMON OR OTHER JUNIOR SHARES CONTAINED IN THE EXPRESS TERMS
23 OF ANY CLASS OR SERIES OF ANY PREFERRED OR PREFERENCE SHARES
24 DEFINING THE CONTINGENT OR OTHER VOTING RIGHTS OF THE PREFERRED
25 OR PREFERENCE SHARES SHALL NOT CONSTITUTE FOR THE PURPOSES OF
26 THIS SECTION A PROVISION OF THE ARTICLES PROVIDING FOR THE
27 ELECTION OF DIRECTORS BY THE COMMON OR OTHER JUNIOR SHARES.
28 § 2722. SHAREHOLDER MEETINGS UNNECESSARY.
29 ANNUAL OR OTHER REGULAR MEETINGS OF THE SHAREHOLDERS OF A
30 MANAGEMENT CORPORATION NEED NOT BE HELD.
19870S1200B2515 - 369 -
1 CHAPTER 29
2 PROFESSIONAL CORPORATIONS
3 SUBCHAPTER
4 A. PRELIMINARY PROVISIONS
5 B. POWERS, DUTIES AND SAFEGUARDS
6 SUBCHAPTER A
7 PRELIMINARY PROVISIONS
8 SEC.
9 2901. APPLICATION AND EFFECT OF CHAPTER.
10 2902. DEFINITIONS.
11 2903. FORMATION OF PROFESSIONAL CORPORATIONS.
12 2904. ELECTION OF AN EXISTING BUSINESS CORPORATION TO BECOME A
13 PROFESSIONAL CORPORATION.
14 2905. ELECTION OF PROFESSIONAL ASSOCIATIONS TO BECOME
15 PROFESSIONAL CORPORATIONS.
16 2906. TERMINATION OF PROFESSIONAL CORPORATION STATUS.
17 2907. PROCEEDINGS TO TERMINATE BREACH OF QUALIFYING CONDITIONS.
18 § 2901. APPLICATION AND EFFECT OF CHAPTER.
19 (A) GENERAL RULE.--THIS CHAPTER SHALL BE APPLICABLE TO A
20 BUSINESS CORPORATION, OTHER THAN A MANAGEMENT CORPORATION, THAT:
21 (1) ON THE EFFECTIVE DATE OF THIS CHAPTER WAS SUBJECT TO
22 THE ACT OF JULY 9, 1970 (P.L.461, NO.160), KNOWN AS THE
23 PROFESSIONAL CORPORATION LAW; OR
24 (2) ELECTS TO BECOME A PROFESSIONAL CORPORATION IN THE
25 MANNER PROVIDED BY THIS CHAPTER.
26 (B) APPLICATION TO BUSINESS CORPORATIONS GENERALLY.--THE
27 EXISTENCE OF A PROVISION OF THIS CHAPTER SHALL NOT OF ITSELF
28 CREATE ANY IMPLICATION THAT A CONTRARY OR DIFFERENT RULE OF LAW
29 IS OR WOULD BE APPLICABLE TO A BUSINESS CORPORATION THAT IS NOT
30 A PROFESSIONAL CORPORATION AND THIS CHAPTER SHALL NOT AFFECT ANY
19870S1200B2515 - 370 -
1 STATUTE OR RULE OF LAW THAT IS OR WOULD BE APPLICABLE TO A
2 BUSINESS CORPORATION THAT IS NOT A PROFESSIONAL CORPORATION.
3 THIS CHAPTER SHALL NOT ALTER OR AFFECT ANY RIGHT OR PRIVILEGE
4 EXISTING UNDER ANY STATUTE OR GENERAL RULE HERETOFORE OR
5 HEREAFTER ENACTED BY THE GENERAL ASSEMBLY OR (WITH RESPECT TO
6 ATTORNEYS AT LAW) PRESCRIBED BY THE SUPREME COURT OF
7 PENNSYLVANIA:
8 (1) NOT PROHIBITING; OR
9 (2) IN TERMS PERMITTING;
10 PERFORMANCE OF PROFESSIONAL SERVICES IN CORPORATE FORM BY A
11 CORPORATION THAT IS NOT A PROFESSIONAL CORPORATION.
12 (C) LAWS APPLICABLE TO PROFESSIONAL CORPORATIONS.--EXCEPT AS
13 OTHERWISE PROVIDED IN THIS CHAPTER, THIS SUBPART SHALL BE
14 GENERALLY APPLICABLE TO ALL PROFESSIONAL CORPORATIONS. THE
15 SPECIFIC PROVISIONS OF THIS CHAPTER SHALL CONTROL OVER THE
16 GENERAL PROVISIONS OF THIS SUBPART. EXCEPT AS OTHERWISE PROVIDED
17 IN THIS ARTICLE, A PROFESSIONAL CORPORATION MAY BE
18 SIMULTANEOUSLY SUBJECT TO THIS CHAPTER AND ONE OR MORE OTHER
19 CHAPTERS OF THIS ARTICLE.
20 § 2902. DEFINITIONS.
21 THE FOLLOWING WORDS AND PHRASES WHEN USED IN THIS CHAPTER
22 SHALL HAVE THE MEANINGS GIVEN TO THEM IN THIS SECTION UNLESS THE
23 CONTEXT CLEARLY INDICATES OTHERWISE:
24 "DISQUALIFIED PERSON." A LICENSED PERSON WHO FOR ANY REASON
25 IS OR BECOMES LEGALLY DISQUALIFIED (TEMPORARILY OR PERMANENTLY)
26 TO RENDER THE SAME PROFESSIONAL SERVICES THAT THE PARTICULAR
27 PROFESSIONAL CORPORATION OF WHICH HE IS AN OFFICER, DIRECTOR,
28 SHAREHOLDER OR EMPLOYEE IS OR WAS RENDERING.
29 "LICENSED PERSON." ANY NATURAL PERSON WHO IS DULY LICENSED
30 OR ADMITTED TO PRACTICE HIS PROFESSION BY A COURT, DEPARTMENT,
19870S1200B2515 - 371 -
1 BOARD, COMMISSION OR OTHER AGENCY TO RENDER A PROFESSIONAL
2 SERVICE THAT IS OR WILL BE RENDERED BY THE PROFESSIONAL
3 CORPORATION OF WHICH HE IS, OR INTENDS TO BECOME, AN OFFICER,
4 DIRECTOR, SHAREHOLDER, EMPLOYEE OR AGENT.
5 "PROFESSION." INCLUDES THE PERFORMANCE OF ANY TYPE OF
6 PERSONAL SERVICE TO THE PUBLIC THAT REQUIRES AS A CONDITION
7 PRECEDENT TO THE PERFORMANCE OF THE SERVICE THE OBTAINING OF A
8 LICENSE OR ADMISSION TO PRACTICE OR OTHER LEGAL AUTHORIZATION,
9 INCLUDING ALL PERSONAL SERVICES THAT PRIOR TO THE ENACTMENT OF
10 THE ACT OF JULY 9, 1970 (P.L.461, NO.160), KNOWN AS THE
11 PROFESSIONAL CORPORATION LAW, COULD NOT LAWFULLY BE RENDERED BY
12 MEANS OF A CORPORATION. BY WAY OF EXAMPLE, AND WITHOUT LIMITING
13 THE GENERALITY OF THE FOREGOING, THE TERM INCLUDES FOR THE
14 PURPOSES OF THIS CHAPTER PERSONAL SERVICES RENDERED AS AN
15 ARCHITECT, CHIROPRACTOR, DENTIST, FUNERAL DIRECTOR, OSTEOPATH,
16 PODIATRIST, PHYSICIAN, PROFESSIONAL ENGINEER, VETERINARIAN,
17 CERTIFIED PUBLIC ACCOUNTANT OR SURGEON AND, EXCEPT AS OTHERWISE
18 PRESCRIBED BY GENERAL RULES, AN ATTORNEY AT LAW. THE DEFINITION
19 SPECIFIED IN THIS PARAGRAPH SHALL BE APPLICABLE TO THIS CHAPTER
20 ONLY AND SHALL NOT AFFECT THE INTERPRETATION OF ANY OTHER
21 STATUTE OR ANY LOCAL ZONING ORDINANCE OR OTHER OFFICIAL DOCUMENT
22 HERETOFORE OR HEREAFTER ENACTED OR PROMULGATED.
23 "PROFESSIONAL SERVICES." ANY TYPE OF SERVICES THAT MAY BE
24 RENDERED BY THE MEMBER OF ANY PROFESSION WITHIN THE PURVIEW OF
25 HIS PROFESSION.
26 § 2903. FORMATION OF PROFESSIONAL CORPORATIONS.
27 (A) GENERAL RULE.--A PROFESSIONAL CORPORATION SHALL BE
28 FORMED IN ACCORDANCE WITH ARTICLE B (RELATING TO DOMESTIC
29 BUSINESS CORPORATIONS GENERALLY) EXCEPT THAT ITS ARTICLES SHALL
30 CONTAIN A HEADING STATING THE NAME OF THE CORPORATION AND THAT
19870S1200B2515 - 372 -
1 IT IS A PROFESSIONAL CORPORATION.
2 (B) LEGISLATIVE INTENT.--IT IS THE INTENT OF THE GENERAL
3 ASSEMBLY TO AUTHORIZE BY THIS CHAPTER LICENSED PERSONS TO RENDER
4 PROFESSIONAL SERVICES BY MEANS OF A PROFESSIONAL CORPORATION IN
5 ALL CASES.
6 (C) SINGLE PURPOSE CORPORATIONS.--EXCEPT AS PROVIDED IN
7 SUBSECTION (D), A PROFESSIONAL CORPORATION MAY BE INCORPORATED
8 ONLY FOR THE PURPOSE OF RENDERING ONE SPECIFIC KIND OF
9 PROFESSIONAL SERVICE.
10 (D) MULTIPLE PURPOSE CORPORATIONS.--
11 (1) A PROFESSIONAL CORPORATION MAY BE INCORPORATED TO
12 RENDER TWO OR MORE SPECIFIC KINDS OF PROFESSIONAL SERVICES TO
13 THE EXTENT THAT:
14 (I) THE SEVERAL SHAREHOLDERS OF THE PROFESSIONAL
15 CORPORATION, IF ORGANIZED AS A PARTNERSHIP, COULD CONDUCT
16 A COMBINED PRACTICE OF SUCH SPECIFIC KINDS OF
17 PROFESSIONAL SERVICES; OR
18 (II) THE COURT, DEPARTMENT, BOARD, COMMISSION OR
19 OTHER GOVERNMENT UNIT REGULATING EACH PROFESSION INVOLVED
20 IN THE PROFESSIONAL CORPORATION HAS BY RULE OR REGULATION
21 APPLICABLE TO PROFESSIONAL CORPORATIONS EXPRESSLY
22 AUTHORIZED THE COMBINED PRACTICE OF THE PROFESSION WITH
23 EACH OTHER PROFESSION INVOLVED IN THE CORPORATION.
24 EXCEPT AS OTHERWISE PROVIDED BY STATUTE, THE GOVERNMENT UNIT
25 MAY PROMULGATE REGULATIONS AUTHORIZING COMBINED PRACTICE TO
26 THE EXTENT CONSISTENT WITH THE PUBLIC INTEREST OR REQUIRED BY
27 THE PUBLIC HEALTH OR WELFARE.
28 (2) THE PROVISIONS OF PARAGRAPH (1) SHALL NOT CREATE ANY
29 VESTED RIGHTS. IF BY REASON OF A CHANGE IN LAW, RULE OR
30 REGULATION THE RIGHT TO PRACTICE PROFESSIONS IN ANY
19870S1200B2515 - 373 -
1 PARTICULAR COMBINATION IS TERMINATED, ALL EXISTING
2 PROFESSIONAL CORPORATIONS RENDERING A COMBINATION OF
3 PROFESSIONAL SERVICES SHALL PROMPTLY REDUCE THE SPECIFIC
4 KINDS OF PROFESSIONAL SERVICES RENDERED BY THE CORPORATIONS
5 OR SHALL OTHERWISE RECONSTITUTE THEMSELVES SO AS TO COMPLY
6 WITH THE CURRENTLY APPLICABLE RESTRICTIONS APPLICABLE TO ALL
7 PROFESSIONS INVOLVED.
8 § 2904. ELECTION OF AN EXISTING BUSINESS CORPORATION TO BECOME
9 A PROFESSIONAL CORPORATION.
10 (A) GENERAL RULE.--A BUSINESS CORPORATION MAY BECOME A
11 PROFESSIONAL CORPORATION UNDER THIS CHAPTER BY FILING ARTICLES
12 OF AMENDMENT WHICH SHALL CONTAIN, IN ADDITION TO THE
13 REQUIREMENTS OF SECTION 1915 (RELATING TO ARTICLES OF
14 AMENDMENT):
15 (1) A HEADING STATING THE NAME OF THE CORPORATION AND
16 THAT IT IS A PROFESSIONAL CORPORATION.
17 (2) A STATEMENT THAT IT ELECTS TO BECOME A PROFESSIONAL
18 CORPORATION.
19 (3) SUCH OTHER CHANGES, IF ANY, THAT MAY BE DESIRED IN
20 THE ARTICLES, INCLUDING ANY CHANGES NECESSARY TO CONFORM TO
21 SECTION 2903(C) AND (D) (RELATING TO FORMATION OF
22 PROFESSIONAL CORPORATIONS).
23 (B) PROCEDURE.--THE AMENDMENT SHALL BE ADOPTED IN ACCORDANCE
24 WITH THE REQUIREMENTS OF SUBCHAPTER B OF CHAPTER 19 (RELATING TO
25 AMENDMENT OF ARTICLES) EXCEPT THAT THE AMENDMENT MUST BE
26 APPROVED BY THE UNANIMOUS CONSENT OF ALL SHAREHOLDERS OF THE
27 CORPORATION REGARDLESS OF ANY LIMITATIONS ON VOTING RIGHTS
28 STATED IN THE ARTICLES OR BYLAWS.
29 § 2905. ELECTION OF PROFESSIONAL ASSOCIATIONS TO BECOME
30 PROFESSIONAL CORPORATIONS.
19870S1200B2515 - 374 -
1 (A) GENERAL RULE.--THIS CHAPTER APPLIES TO EVERY
2 PROFESSIONAL ASSOCIATION SUBJECT TO CHAPTER 93 (RELATING TO
3 PROFESSIONAL ASSOCIATIONS) THAT ELECTS TO ACCEPT THE PROVISIONS
4 OF THIS CHAPTER IN THE MANNER SET FORTH IN SUBSECTION (B).
5 (B) PROCEDURE FOR ELECTION.--A PROFESSIONAL ASSOCIATION MAY
6 ELECT TO ACCEPT THIS CHAPTER BY FILING IN THE DEPARTMENT OF
7 STATE A STATEMENT OF ELECTION OF PROFESSIONAL CORPORATION STATUS
8 WHICH SHALL BE EXECUTED BY ALL OF THE ASSOCIATES OF THE
9 PROFESSIONAL ASSOCIATION AND SHALL SET FORTH:
10 (1) THE NAME OF THE PROFESSIONAL ASSOCIATION AND,
11 SUBJECT TO SECTION 109 (RELATING TO NAME OF COMMERCIAL
12 REGISTERED OFFICE PROVIDER IN LIEU OF REGISTERED ADDRESS),
13 THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF ITS
14 PROPOSED REGISTERED OFFICE.
15 (2) THE NAME OF THE COUNTY IN THE OFFICE OF THE
16 PROTHONOTARY OF WHICH THE INITIAL ARTICLES OF ASSOCIATION OF
17 THE ASSOCIATION WERE FILED.
18 (3) A STATEMENT THAT THE ASSOCIATES OF THE PROFESSIONAL
19 ASSOCIATION HAVE ELECTED TO ACCEPT THE PROVISIONS OF THIS
20 CHAPTER FOR THE GOVERNMENT AND REGULATION OF THE AFFAIRS OF
21 THE ASSOCIATION.
22 SEE SECTION 134 (RELATING TO DOCKETING STATEMENT).
23 (C) DATE OF INCORPORATION.--THIS CHAPTER SHALL BECOME
24 APPLICABLE TO THE PROFESSIONAL ASSOCIATION, AND IT SHALL BE
25 DEEMED INCORPORATED, ON THE DATE THE STATEMENT OF ELECTION IS
26 FILED IN THE DEPARTMENT.
27 § 2906. TERMINATION OF PROFESSIONAL CORPORATION STATUS.
28 A PROFESSIONAL CORPORATION MAY TERMINATE ITS STATUS AS SUCH
29 AND CEASE TO BE SUBJECT TO THIS CHAPTER BY AMENDING ITS ARTICLES
30 TO DELETE THEREFROM THE ADDITIONAL PROVISIONS REQUIRED BY
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1 SECTION 2903(A) (RELATING TO FORMATION OF PROFESSIONAL
2 CORPORATIONS). THE AMENDMENT SHALL BE ADOPTED IN ACCORDANCE WITH
3 SUBCHAPTER B OF CHAPTER 19 (RELATING TO AMENDMENT OF ARTICLES).
4 § 2907. PROCEEDINGS TO TERMINATE BREACH OF QUALIFYING
5 CONDITIONS.
6 (A) GENERAL RULE.--IF THE CORPORATION DOES NOT OTHERWISE
7 HAVE THE RIGHT TO ACQUIRE ALL THE SHARES OF A SHAREHOLDER WHO
8 BECOMES A DISQUALIFIED PERSON OR OF A DECEASED SHAREHOLDER, THE
9 CORPORATION SHALL NEVERTHELESS HAVE AN OPTION TO ACQUIRE THE
10 SHARES, SUBJECT TO THE PROVISIONS OF SUBSECTION (C), AT A PRICE
11 THAT IS AGREED UPON BY THE PARTIES OR, IF NO AGREEMENT IS
12 REACHED, AT THEIR FAIR VALUE AS DETERMINED UNDER SUBCHAPTER D OF
13 CHAPTER 15 (RELATING TO DISSENTERS RIGHTS).
14 (B) DISSOLUTION OF CORPORATION.--IF THE CORPORATION OR A
15 LICENSED PERSON FAILS TO ACQUIRE, OR IF THE CORPORATION FAILS TO
16 COMMENCE PROCEEDINGS UNDER SUBSECTION (A) TO ACQUIRE, ALL OF THE
17 SHARES OF A SHAREHOLDER WHO BECOMES A DISQUALIFIED PERSON OR OF
18 A DECEASED SHAREHOLDER WITHIN 90 DAYS FOLLOWING THE DATE OF
19 DISQUALIFICATION OR WITHIN 13 MONTHS FOLLOWING THE DATE OF DEATH
20 OF THE SHAREHOLDER, AS THE CASE MAY BE, THEN THAT FAILURE SHALL
21 CONSTITUTE A GROUND FOR THE FORFEITURE OF THE CHARTER OF THE
22 CORPORATION AND ITS DISSOLUTION. WHEN THE FAILURE OF A
23 PROFESSIONAL CORPORATION TO COMPLY WITH THIS SECTION IS BROUGHT
24 TO THE ATTENTION OF THE COURT, DEPARTMENT, BOARD, COMMISSION OR
25 OTHER GOVERNMENT UNIT REGULATING THE PROFESSION IN WHICH THE
26 CORPORATION IS ENGAGED THE GOVERNMENT UNIT SHALL CERTIFY THAT
27 FACT TO THE ATTORNEY GENERAL FOR INSTITUTION OF PROCEEDINGS
28 UNDER SECTION 503 (RELATING TO ACTIONS TO REVOKE CORPORATE
29 FRANCHISES) TO DISSOLVE THE CORPORATION.
30 (C) NOMINAL CONSIDERATION TRANSACTIONS.--IF SECTION 1551
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1 (RELATING TO DISTRIBUTIONS TO SHAREHOLDERS) WOULD OTHERWISE
2 PROHIBIT AN ACQUISITION OF SHARES UNDER THIS SECTION, A
3 PROFESSIONAL CORPORATION SHALL HAVE THE RIGHT TO PURCHASE ITS
4 OWN SHARES FOR A NOMINAL CONSIDERATION.
5 SUBCHAPTER B
6 POWERS, DUTIES AND SAFEGUARDS
7 SEC.
8 2921. CORPORATE NAME.
9 2922. STATED PURPOSES.
10 2923. ISSUANCE AND RETENTION OF SHARES.
11 2924. RENDERING PROFESSIONAL SERVICES.
12 2925. PROFESSIONAL RELATIONSHIP RETAINED.
13 § 2921. CORPORATE NAME.
14 (A) GENERAL RULE.--A PROFESSIONAL CORPORATION MAY ADOPT ANY
15 NAME THAT IS NOT PROHIBITED BY LAW OR THE ETHICS OF THE
16 PROFESSION IN WHICH THE CORPORATION IS ENGAGED OR BY A RULE OR
17 REGULATION OF THE COURT, DEPARTMENT, BOARD, COMMISSION OR OTHER
18 GOVERNMENT UNIT REGULATING THE PROFESSION.
19 (B) ADDITIONAL NAMES PERMITTED.--THE PROVISIONS OF THE FIRST
20 SENTENCE OF SECTION 1303(A) (RELATING TO CORPORATE NAME) SHALL
21 NOT PROHIBIT THE USE OF A NAME OF A PROFESSIONAL CORPORATION IF
22 THE NAME CONTAINS AND IS RESTRICTED TO THE NAME OR THE LAST NAME
23 OF ONE OR MORE OF THE PRESENT, PROSPECTIVE OR FORMER
24 SHAREHOLDERS OR OF INDIVIDUALS WHO WERE ASSOCIATED WITH A
25 PREDECESSOR OR WHOSE INDIVIDUAL NAME OR NAMES APPEARED IN THE
26 NAME OF THE PREDECESSOR. THE NAME MAY ALSO CONTAIN:
27 (1) THE WORD "AND" OR ANY SYMBOL OR SUBSTITUTE THEREFOR;
28 (2) THE WORD "ASSOCIATES";
29 (3) THE TERM "P.C."; OR
30 (4) ANY OR ALL OF THE WORDS OR TERMS IN PARAGRAPHS (1),
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1 (2) AND (3).
2 § 2922. STATED PURPOSES.
3 (A) GENERAL RULE.--A PROFESSIONAL CORPORATION SHALL NOT
4 ENGAGE IN ANY BUSINESS OTHER THAN THE RENDERING OF THE
5 PROFESSIONAL SERVICE OR SERVICES FOR WHICH IT WAS SPECIFICALLY
6 INCORPORATED EXCEPT THAT A PROFESSIONAL CORPORATION MAY OWN REAL
7 AND PERSONAL PROPERTY NECESSARY FOR, OR APPROPRIATE OR DESIRABLE
8 IN, THE FULFILLMENT OR RENDERING OF ITS SPECIFIC PROFESSIONAL
9 SERVICE OR SERVICES AND IT MAY INVEST ITS FUNDS IN REAL ESTATE,
10 MORTGAGES, STOCKS, BONDS OR ANY OTHER TYPE OF INVESTMENT.
11 (B) ADDITIONAL POWERS.--A PROFESSIONAL CORPORATION MAY BE A
12 PARTNER IN OR A SHAREHOLDER OF A PARTNERSHIP OR CORPORATION
13 ENGAGED IN THE BUSINESS OF RENDERING THE PROFESSIONAL SERVICE OR
14 SERVICES FOR WHICH THE PROFESSIONAL CORPORATION WAS
15 INCORPORATED.
16 § 2923. ISSUANCE AND RETENTION OF SHARES.
17 (A) GENERAL RULE.--SHARES IN A PROFESSIONAL CORPORATION MAY
18 BE OWNED, DIRECTLY OR INDIRECTLY, ONLY BY ONE OR MORE LICENSED
19 PERSONS AND ANY SHARES ISSUED IN VIOLATION OF THIS RESTRICTION
20 SHALL BE VOID. A SHAREHOLDER OF A PROFESSIONAL CORPORATION SHALL
21 NOT ENTER INTO A VOTING TRUST, PROXY OR ANY OTHER ARRANGEMENT
22 VESTING ANOTHER PERSON (OTHER THAN ANOTHER LICENSED PERSON WHO
23 IS A DIRECT OR INDIRECT SHAREHOLDER OF THE SAME CORPORATION)
24 WITH THE AUTHORITY TO EXERCISE THE VOTING POWER OF ANY OR ALL OF
25 HIS SHARES AND ANY SUCH PURPORTED VOTING TRUST, PROXY OR OTHER
26 ARRANGEMENT SHALL BE VOID.
27 (B) TRANSFER OF SHARES.--SHARES IN A PROFESSIONAL
28 CORPORATION MAY BE TRANSFERRED ONLY TO OR ON BEHALF OF A
29 LICENSED PERSON OR TO THE PROFESSIONAL CORPORATION. ANY TRANSFER
30 IN VIOLATION OF THIS RESTRICTION SHALL BE VOID.
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1 (C) OWNERSHIP BY ESTATE.--UNLESS A LESSER PERIOD OF TIME IS
2 PROVIDED IN A BYLAW OF THE CORPORATION ADOPTED BY THE
3 SHAREHOLDERS OR IN A WRITTEN AGREEMENT AMONG THE SHAREHOLDERS OF
4 THE CORPORATION, THE ESTATE OF A DECEASED SHAREHOLDER MAY
5 CONTINUE TO HOLD SHARES OF THE PROFESSIONAL CORPORATION FOR A
6 REASONABLE PERIOD OF ADMINISTRATION OF THE ESTATE BUT THE
7 PERSONAL REPRESENTATIVE OF THE ESTATE SHALL NOT BY REASON OF THE
8 RETENTION OF SHARES BE AUTHORIZED TO PARTICIPATE IN ANY
9 DECISIONS CONCERNING THE RENDERING OF PROFESSIONAL SERVICE.
10 (D) INTERSTATE APPLICATION.--WHERE THE ACTIVITIES IN THIS
11 COMMONWEALTH OF A PERSON WHO IS A LICENSED PERSON UNDER THE LAWS
12 OF ANOTHER JURISDICTION WOULD BE UNLAWFUL UNLESS THAT PERSON
13 WERE ALSO A LICENSED PERSON UNDER THE LAWS OF THIS COMMONWEALTH,
14 SHARES OF A PROFESSIONAL CORPORATION SHALL NOT BE ISSUED TO OR
15 RETAINED BY OR ON BEHALF OF HIM UNLESS HE IS ALSO A LICENSED
16 PERSON UNDER THE LAWS OF THIS COMMONWEALTH. EXCEPT AS PROVIDED
17 IN THE PRECEDING SENTENCE, THIS CHAPTER SHALL NOT BE CONSTRUED
18 TO REQUIRE THAT ANY PROPORTION OR NUMBER OF THE HOLDERS OR
19 BENEFICIAL OWNERS OF A PROFESSIONAL CORPORATION WHO ARE LICENSED
20 PERSONS SHALL BE LICENSED PERSONS UNDER THE LAWS OF THIS
21 COMMONWEALTH.
22 § 2924. RENDERING PROFESSIONAL SERVICES.
23 (A) GENERAL RULE.--A PROFESSIONAL CORPORATION MAY LAWFULLY
24 RENDER PROFESSIONAL SERVICES ONLY THROUGH OFFICERS, EMPLOYEES OR
25 AGENTS WHO ARE LICENSED PERSONS. THE CORPORATION MAY EMPLOY
26 PERSONS NOT SO LICENSED BUT THOSE PERSONS SHALL NOT RENDER ANY
27 PROFESSIONAL SERVICES RENDERED OR TO BE RENDERED BY IT.
28 (B) SUPPORTING STAFF.--THIS SECTION SHALL NOT BE INTERPRETED
29 TO PRECLUDE THE USE OF CLERKS, SECRETARIES, NURSES,
30 ADMINISTRATORS, BOOKKEEPERS, TECHNICIANS AND OTHER ASSISTANTS
19870S1200B2515 - 379 -
1 WHO ARE NOT USUALLY AND ORDINARILY CONSIDERED BY LAW, CUSTOM AND
2 PRACTICE TO BE RENDERING THE PROFESSIONAL SERVICE OR SERVICES
3 FOR WHICH THE PROFESSIONAL CORPORATION WAS INCORPORATED NOR TO
4 PRECLUDE THE USE OF ANY OTHER PERSON WHO PERFORMS ALL HIS
5 EMPLOYMENT UNDER THE DIRECT SUPERVISION AND CONTROL OF A
6 LICENSED PERSON. A PERSON SHALL NOT, UNDER THE GUISE OF
7 EMPLOYMENT, RENDER PROFESSIONAL SERVICES UNLESS DULY LICENSED OR
8 ADMITTED TO PRACTICE AS REQUIRED BY LAW.
9 (C) CHARGES.--NOTWITHSTANDING ANY OTHER PROVISION OF LAW, A
10 PROFESSIONAL CORPORATION MAY CHARGE FOR THE PROFESSIONAL
11 SERVICES OF ITS OFFICERS, EMPLOYEES AND AGENTS, MAY COLLECT
12 THOSE CHARGES AND MAY COMPENSATE THOSE WHO RENDER THE
13 PROFESSIONAL SERVICES.
14 § 2925. PROFESSIONAL RELATIONSHIP RETAINED.
15 (A) GENERAL RULE.--THIS SUBPART SHALL NOT AFFECT THE LAW OF
16 THIS COMMONWEALTH APPLICABLE TO THE PROFESSIONAL RELATIONSHIP
17 AND THE CONTRACT, TORT AND OTHER LEGAL RIGHTS, DUTIES AND
18 LIABILITIES BETWEEN THE PERSON FURNISHING PROFESSIONAL SERVICES
19 AND THE PERSON RECEIVING PROFESSIONAL SERVICES AND TO THE
20 STANDARDS FOR PROFESSIONAL CONDUCT, INCLUDING THE LAW OF THIS
21 COMMONWEALTH APPLICABLE TO THE CONFIDENTIAL RELATIONSHIP, IF
22 ANY, BETWEEN THE PERSON RENDERING PROFESSIONAL SERVICES AND THE
23 PERSON RECEIVING PROFESSIONAL SERVICES, AND ALL CONFIDENTIAL
24 RELATIONSHIPS ENJOYED UNDER STATUTES HERETOFORE OR HEREAFTER
25 ENACTED SHALL REMAIN INVIOLATE.
26 (B) LIABILITY UNAFFECTED.--ANY OFFICER, SHAREHOLDER,
27 EMPLOYEE OR AGENT OF A PROFESSIONAL CORPORATION SHALL REMAIN
28 PERSONALLY AND FULLY LIABLE AND ACCOUNTABLE FOR ANY NEGLIGENT OR
29 WRONGFUL ACTS OR MISCONDUCT COMMITTED BY HIM OR BY ANY PERSON
30 UNDER HIS DIRECT SUPERVISION AND CONTROL WHILE RENDERING
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1 PROFESSIONAL SERVICES ON BEHALF OF THE CORPORATION TO THE PERSON
2 FOR WHOM THE PROFESSIONAL SERVICES WERE BEING RENDERED. THE
3 PROFESSIONAL CORPORATION SHALL BE LIABLE UP TO THE FULL VALUE OF
4 ITS PROPERTY FOR ANY NEGLIGENT OR WRONGFUL ACTS OR MISCONDUCT
5 COMMITTED BY ANY OF ITS OFFICERS, SHAREHOLDERS, EMPLOYEES OR
6 AGENTS WHILE THEY ARE ENGAGED ON BEHALF OF THE CORPORATION IN
7 RENDERING PROFESSIONAL SERVICES. UNLESS OTHERWISE PROVIDED IN
8 ITS ARTICLES, SHARES OF A PROFESSIONAL CORPORATION SHALL BE
9 NONASSESSABLE AND A HOLDER OR OWNER OF SHARES OF A PROFESSIONAL
10 CORPORATION SHALL NOT BE UNDER ANY LIABILITY TO THE PROFESSIONAL
11 CORPORATION OR ANY CREDITOR THEREOF WITH RESPECT TO THE SHARES.
12 (C) DISCIPLINARY JURISDICTION UNAFFECTED.--A PROFESSIONAL
13 CORPORATION SHALL BE SUBJECT TO THE APPLICABLE RULES AND
14 REGULATIONS ADOPTED BY, AND ALL THE DISCIPLINARY POWERS OF, THE
15 COURT, DEPARTMENT, BOARD, COMMISSION OR OTHER GOVERNMENT UNIT
16 REGULATING THE PROFESSION IN WHICH THE CORPORATION IS ENGAGED.
17 THE COURT, DEPARTMENT, BOARD OR OTHER GOVERNMENT UNIT MAY
18 REQUIRE THAT A PROFESSIONAL CORPORATION INCLUDE IN ITS ARTICLES
19 PROVISIONS THAT CONFORM TO ANY RULE OR REGULATION HERETOFORE OR
20 HEREAFTER PROMULGATED FOR THE PURPOSE OF ENFORCING THE ETHICS OF
21 A PROFESSION BUT, UNLESS OTHERWISE PROVIDED BY STATUTE, A RULE
22 OR REGULATION SHALL NOT REQUIRE THE ISSUANCE BY THE CORPORATION
23 OF ASSESSABLE SHARES OR REQUIRE THE INCLUSION OF ANY PROVISION
24 IN THE ARTICLES THAT IS INCONSISTENT WITH THE PROVISIONS OF
25 ARTICLE B (RELATING TO DOMESTIC BUSINESS CORPORATIONS GENERALLY)
26 AS MODIFIED BY THIS CHAPTER. THIS CHAPTER SHALL NOT AFFECT OR
27 IMPAIR THE DISCIPLINARY POWERS OF THE COURT, DEPARTMENT, BOARD,
28 COMMISSION OR OTHER GOVERNMENT UNIT OVER LICENSED PERSONS OR ANY
29 LAW, RULE OR REGULATION PERTAINING TO THE STANDARDS FOR
30 PROFESSIONAL CONDUCT OF LICENSED PERSONS OR TO THE PROFESSIONAL
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1 RELATIONSHIP BETWEEN ANY LICENSED PERSON RENDERING PROFESSIONAL
2 SERVICES AND THE PERSON RECEIVING PROFESSIONAL SERVICES.
3 ARTICLE D
4 FOREIGN BUSINESS CORPORATIONS
5 CHAPTER
6 41. FOREIGN BUSINESS CORPORATIONS
7 CHAPTER 41
8 FOREIGN BUSINESS CORPORATIONS
9 SUBCHAPTER
10 A. PRELIMINARY PROVISIONS
11 B. QUALIFICATION
12 C. POWERS, DUTIES AND LIABILITIES
13 D. DOMESTICATION
14 SUBCHAPTER A
15 PRELIMINARY PROVISIONS
16 SEC.
17 4101. APPLICATION OF ARTICLE.
18 4102. FOREIGN DOMICILIARY CORPORATIONS.
19 4103. ACQUISITION OF FOREIGN DOMICILIARY CORPORATION STATUS.
20 4104. TERMINATION OF FOREIGN DOMICILIARY CORPORATION STATUS.
21 § 4101. APPLICATION OF ARTICLE.
22 (A) GENERAL RULE.--EXCEPT AS OTHERWISE PROVIDED IN THIS
23 SECTION OR IN SUBSEQUENT PROVISIONS OF THIS ARTICLE, THIS
24 ARTICLE SHALL APPLY TO AND THE WORDS "CORPORATION" OR "FOREIGN
25 BUSINESS CORPORATION" IN THIS ARTICLE SHALL INCLUDE EVERY
26 FOREIGN CORPORATION FOR PROFIT, INCLUDING A CORPORATION THAT, IF
27 A DOMESTIC CORPORATION FOR PROFIT, WOULD BE A BANKING
28 INSTITUTION, CREDIT UNION, INSURANCE CORPORATION OR SAVINGS
29 ASSOCIATION.
30 (B) DOMESTIC FEDERAL FINANCIAL INSTITUTION EXCLUSION.--
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1 EXCEPT AS PERMITTED BY ACT OF CONGRESS, THIS ARTICLE SHALL NOT
2 APPLY TO:
3 (1) ANY OF THE FOLLOWING INSTITUTIONS OR SIMILAR
4 INSTITUTIONS ENGAGED IN THIS COMMONWEALTH IN ACTIVITIES
5 SIMILAR TO THOSE CONDUCTED BY BANKING INSTITUTIONS, SAVING
6 ASSOCIATIONS OR CREDIT UNIONS:
7 (I) NATIONAL BANKING ASSOCIATIONS ORGANIZED UNDER
8 THE NATIONAL BANK ACT (13 STAT. 99, 12 U.S.C. § 1 ET
9 SEQ.).
10 (II) FEDERAL SAVINGS AND LOAN ASSOCIATIONS AND
11 FEDERAL MUTUAL SAVINGS BANKS ORGANIZED UNDER THE HOME
12 OWNERS' LOAN ACT OF 1933 (48 STAT. 128, 12 U.S.C. § 1461
13 ET SEQ.).
14 (III) FEDERAL CREDIT UNIONS ORGANIZED UNDER THE
15 FEDERAL CREDIT UNION ACT (48 STAT. 1216, 12 U.S.C. § 1751
16 ET SEQ.).
17 (2) ANY OTHER FEDERAL CORPORATION INTENDED BY THE
18 CONGRESS TO BE TREATED FOR STATE LAW PURPOSES AS A DOMESTIC
19 CORPORATION OF THIS COMMONWEALTH.
20 (C) QUALIFIED INSURANCE CORPORATION EXCLUSION.--THIS ARTICLE
21 SHALL NOT APPLY TO ANY FOREIGN CORPORATION FOR PROFIT QUALIFIED
22 TO DO BUSINESS IN THIS COMMONWEALTH UNDER THE ACT OF MAY 17,
23 1921 (P.L.682, NO.284), KNOWN AS THE INSURANCE COMPANY LAW OF
24 1921, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BY STATUTE
25 APPLICABLE TO THE CORPORATION.
26 § 4102. FOREIGN DOMICILIARY CORPORATIONS.
27 (A) GENERAL RULE.--EXCEPT AS PROVIDED IN SUBSECTION (B), A
28 FOREIGN BUSINESS CORPORATION IS A FOREIGN DOMICILIARY
29 CORPORATION IF IT HAS AS RECORD HOLDERS OF ITS SHARES PERSONS
30 HAVING ADDRESSES IN THIS COMMONWEALTH WHO IN THE AGGREGATE HOLD
19870S1200B2515 - 383 -
1 SHARES:
2 (1) REPRESENTING 60% OR MORE IN INTEREST OF ITS
3 OUTSTANDING SHARES WHETHER OR NOT ENTITLED TO VOTE; OR
4 (2) ENTITLED TO CAST AT LEAST 60% OF THE VOTES THAT ALL
5 HOLDERS OF OUTSTANDING SHARES ARE ENTITLED TO CAST IN AN
6 ELECTION OF DIRECTORS.
7 (B) REGISTERED CORPORATION EXCLUSIONS.--NONE OF THE
8 FOLLOWING IS A FOREIGN DOMICILIARY CORPORATION FOR THE PURPOSES
9 OF THIS SUBPART:
10 (1) FOREIGN CORPORATION WITH REGISTERED SECURITIES.--A
11 FOREIGN BUSINESS CORPORATION THAT, IF A DOMESTIC BUSINESS
12 CORPORATION, WOULD BE A REGISTERED CORPORATION.
13 (2) SUBSIDIARY OF REGISTERED CORPORATION.--A FOREIGN
14 BUSINESS CORPORATION ALL OF THE SHARES OF WHICH ARE OWNED,
15 DIRECTLY OR INDIRECTLY, BY ONE OR MORE REGISTERED
16 CORPORATIONS OR CORPORATIONS DESCRIBED IN PARAGRAPH (1).
17 (C) DETERMINATION OF OUTSTANDING SHARES.--FOR THE PURPOSES
18 OF SUBSECTION (A):
19 (1) EXCEPT AS PROVIDED IN PARAGRAPHS (2) AND (3), ANY
20 SECURITIES HELD TO THE KNOWLEDGE OF THE CORPORATION IN THE
21 NAMES OF BROKER-DEALERS OR NOMINEES FOR BROKER-DEALERS SHALL
22 NOT BE CONSIDERED OUTSTANDING.
23 (2) PERSONS WHO ARE IDENTIFIED AS OWNERS OF SHARES
24 PURSUANT TO PROCEDURES EQUIVALENT TO SECTION 1763(C)
25 (RELATING TO CERTIFICATION BY NOMINEE) SHALL BE DEEMED RECORD
26 HOLDERS OF THE SHARES OWNED.
27 (3) (I) SECURITIES HELD TO THE KNOWLEDGE OF THE
28 CORPORATION FOR THE DIRECT OR INDIRECT BENEFIT OF
29 INDIVIDUALS WHO TO THE KNOWLEDGE OF THE CORPORATION HAVE
30 A PRINCIPAL RESIDENCE IN THIS COMMONWEALTH SHALL BE
19870S1200B2515 - 384 -
1 DEEMED HELD BY RECORD HOLDERS HAVING ADDRESSES IN THIS
2 COMMONWEALTH.
3 (II) A STATEMENT BY THE CORPORATION IN ANY NOTICE OF
4 MEETING OR OTHER DOCUMENT TRANSMITTED TO SHAREHOLDERS IN
5 CONNECTION WITH ANY CORPORATE ACTION OF THE TYPE
6 DESCRIBED IN SECTION 1791 (RELATING TO CORPORATE ACTION
7 SUBJECT TO SUBCHAPTER) TO THE EFFECT THAT IT HAS NO
8 KNOWLEDGE OR ONLY SPECIFIED KNOWLEDGE FOR THE PURPOSES OF
9 SUBPARAGRAPH (I) SHALL, EXCEPT AS PROVIDED IN
10 SUBPARAGRAPH (III), BE CONCLUSIVE IF THERE SHALL BE
11 INCLUDED IN OR ENCLOSED WITH SUCH DOCUMENT A BRIEF
12 EXPLANATION OF THE EFFECT UPON SUCH CORPORATE ACTION OF A
13 DETERMINATION THAT THE CORPORATION IS A FOREIGN
14 DOMICILIARY CORPORATION.
15 (III) IF, PRIOR TO THE CONVENING OF A MEETING OF
16 SHAREHOLDERS TO CONSIDER THE PROPOSED CORPORATE ACTION,
17 OR PRIOR TO THE EXPIRATION OF 20 DAYS AFTER THE
18 TRANSMISSION OF THE DOCUMENT TO SHAREHOLDERS, IN ANY
19 OTHER CASE, ANY PERSON SHALL GIVE THE CORPORATION WRITTEN
20 NOTICE OF FACTS RELEVANT UNDER THIS PARAGRAPH, THE
21 CORPORATION SHALL HAVE KNOWLEDGE OF SUCH FACTS FOR THE
22 PURPOSES OF SUBPARAGRAPH (I).
23 § 4103. ACQUISITION OF FOREIGN DOMICILIARY CORPORATION STATUS.
24 (A) SHAREHOLDING TEST.--A FOREIGN CORPORATION SHALL BECOME A
25 FOREIGN DOMICILIARY CORPORATION UNDER SECTION 4102(A) (RELATING
26 TO FOREIGN DOMICILIARY CORPORATIONS) ON THE FIRST DAY OF THE
27 SIXTH MONTH FOLLOWING THE MONTH IN WHICH THE CORPORATION FIRST
28 HAS KNOWLEDGE THAT THE TEST HAS BEEN MET.
29 (B) NEWLY INCORPORATED CORPORATIONS.--WHERE THE TEST UNDER
30 SECTION 4102(A) IS MET AT THE TIME OF INITIAL ISSUANCE OF SHARES
19870S1200B2515 - 385 -
1 OF THE CORPORATION AND CONTINUOUSLY THEREAFTER, FOREIGN
2 DOMICILIARY CORPORATION STATUS WHEN ESTABLISHED SHALL BE
3 RETROACTIVE TO THE INCORPORATION OF THE CORPORATION.
4 (C) FOREIGN CORPORATIONS WITH REGISTERED SECURITIES.--THE
5 EXEMPTION PROVIDED BY SECTION 4102(B)(1) SHALL TERMINATE
6 IMMEDIATELY UPON THE TERMINATION OF THE STATUS OF THE
7 CORPORATION AS A CORPORATION DESCRIBED IN THAT PROVISION.
8 (D) SUBSIDIARY CORPORATIONS.--THE EXEMPTION PROVIDED BY
9 SECTION 4102(B)(2) SHALL TERMINATE IMMEDIATELY UPON THE
10 HAPPENING OF ANY EVENT WHEREBY ALL OF THE SHARES OF THE
11 CORPORATION ARE NO LONGER OWNED, DIRECTLY OR INDIRECTLY, BY ONE
12 OR MORE REGISTERED CORPORATIONS OR CORPORATIONS DESCRIBED IN
13 SECTION 4102(B)(1).
14 § 4104. TERMINATION OF FOREIGN DOMICILIARY CORPORATION STATUS.
15 (A) SHAREHOLDING TEST.--A FOREIGN DOMICILIARY CORPORATION
16 SHALL CEASE TO BE SUCH ON THE FIRST DAY OF THE SIXTH MONTH
17 FOLLOWING THE MONTH IN WHICH THE CORPORATION FIRST HAS KNOWLEDGE
18 THAT THE TEST OF SECTION 4102(A) (RELATING TO FOREIGN
19 DOMICILIARY CORPORATIONS) IS NO LONGER MET.
20 (B) FOREIGN CORPORATIONS WITH REGISTERED SECURITIES.--THE
21 EXEMPTION PROVIDED BY SECTION 4102(B)(1) SHALL TAKE EFFECT ON
22 THE DAY FOLLOWING THE DAY ON WHICH THE CORPORATION BECOMES A
23 CORPORATION DESCRIBED IN THAT PROVISION.
24 (C) SUBSIDIARY CORPORATIONS.--THE EXEMPTION PROVIDED BY
25 SECTION 4102(B)(2) SHALL TAKE EFFECT IMMEDIATELY UPON THE
26 ACQUISITION, DIRECTLY OR INDIRECTLY, OF THE LAST OUTSTANDING
27 SHARE OF THE CORPORATION BY ONE OR MORE REGISTERED CORPORATIONS
28 OR CORPORATIONS DESCRIBED IN SECTION 4102(B)(1).
29 SUBCHAPTER B
30 QUALIFICATION
19870S1200B2515 - 386 -
1 SEC.
2 4121. ADMISSION OF FOREIGN CORPORATIONS.
3 4122. EXCLUDED ACTIVITIES.
4 4123. REQUIREMENTS FOR FOREIGN CORPORATION NAMES.
5 4124. APPLICATION FOR A CERTIFICATE OF AUTHORITY.
6 4125. ISSUANCE OF CERTIFICATE OF AUTHORITY.
7 4126. AMENDED CERTIFICATE OF AUTHORITY.
8 4127. MERGER, CONSOLIDATION OR DIVISION OF QUALIFIED FOREIGN
9 CORPORATIONS.
10 4128. REVOCATION OF CERTIFICATE OF AUTHORITY.
11 4129. APPLICATION FOR TERMINATION OF AUTHORITY.
12 4130. CHANGE OF ADDRESS AFTER WITHDRAWAL.
13 4131. REGISTRATION OF NAME.
14 § 4121. ADMISSION OF FOREIGN CORPORATIONS.
15 (A) GENERAL RULE.--A FOREIGN BUSINESS CORPORATION, BEFORE
16 DOING BUSINESS IN THIS COMMONWEALTH, SHALL PROCURE A CERTIFICATE
17 OF AUTHORITY TO DO SO FROM THE DEPARTMENT OF STATE, IN THE
18 MANNER PROVIDED IN THIS SUBCHAPTER. A FOREIGN BUSINESS
19 CORPORATION SHALL NOT BE DENIED A CERTIFICATE OF AUTHORITY BY
20 REASON OF THE FACT THAT THE LAWS OF THE JURISDICTION GOVERNING
21 ITS INCORPORATION AND INTERNAL AFFAIRS DIFFER FROM THE LAWS OF
22 THIS COMMONWEALTH.
23 (B) QUALIFICATION UNDER FORMER STATUTES.--IF A FOREIGN
24 CORPORATION FOR PROFIT WAS ON MARCH 19, 1966, ADMITTED TO DO
25 BUSINESS IN THIS COMMONWEALTH BY THE FILING OF A POWER OF
26 ATTORNEY AND STATEMENT UNDER THE ACT OF JUNE 8, 1911 (P.L.710,
27 NO. 283), THE POWER OF ATTORNEY AND STATEMENT SHALL BE DEEMED AN
28 APPROVED APPLICATION FOR A CERTIFICATE OF AUTHORITY ISSUED UNDER
29 THIS SUBCHAPTER AND THE CORPORATION SHALL BE DEEMED A HOLDER OF
30 THE CERTIFICATE. THE CORPORATION SHALL INCLUDE IN ITS INITIAL
19870S1200B2515 - 387 -
1 APPLICATION, IF ANY, FOR AN AMENDED CERTIFICATE OF AUTHORITY
2 UNDER THIS SUBCHAPTER THE INFORMATION REQUIRED BY THIS
3 SUBCHAPTER TO BE SET FORTH IN AN APPLICATION FOR A CERTIFICATE
4 OF AUTHORITY. A CERTIFICATE OF AUTHORITY ISSUED UNDER THE FORMER
5 PROVISIONS OF THE ACT OF MAY 5, 1933 (P.L.364, NO.106), KNOWN AS
6 THE BUSINESS CORPORATION LAW OF 1933, SHALL BE DEEMED TO BE
7 ISSUED UNDER THIS SUBCHAPTER AND THE CERTIFICATE OF AUTHORITY
8 SHALL BE DEEMED NOT TO CONTAIN ANY REFERENCE TO THE KIND OF
9 BUSINESS THAT THE CORPORATION PROPOSES TO DO IN THIS
10 COMMONWEALTH.
11 § 4122. EXCLUDED ACTIVITIES.
12 (A) GENERAL RULE.--WITHOUT EXCLUDING OTHER ACTIVITIES THAT
13 MAY NOT CONSTITUTE DOING BUSINESS IN THIS COMMONWEALTH, A
14 FOREIGN BUSINESS CORPORATION SHALL NOT BE CONSIDERED TO BE DOING
15 BUSINESS IN THIS COMMONWEALTH FOR THE PURPOSES OF THIS
16 SUBCHAPTER BY REASON OF CARRYING ON IN THIS COMMONWEALTH ANY ONE
17 OR MORE OF THE FOLLOWING ACTS:
18 (1) MAINTAINING OR DEFENDING ANY ACTION OR
19 ADMINISTRATIVE OR ARBITRATION PROCEEDING OR EFFECTING THE
20 SETTLEMENT THEREOF OR THE SETTLEMENT OF CLAIMS OR DISPUTES.
21 (2) HOLDING MEETINGS OF ITS DIRECTORS OR SHAREHOLDERS OR
22 CARRYING ON OTHER ACTIVITIES CONCERNING ITS INTERNAL AFFAIRS.
23 (3) MAINTAINING BANK ACCOUNTS.
24 (4) MAINTAINING OFFICES OR AGENCIES FOR THE TRANSFER,
25 EXCHANGE AND REGISTRATION OF ITS SECURITIES OR APPOINTING AND
26 MAINTAINING TRUSTEES OR DEPOSITARIES WITH RELATION TO ITS
27 SECURITIES.
28 (5) EFFECTING SALES THROUGH INDEPENDENT CONTRACTORS.
29 (6) SOLICITING OR PROCURING ORDERS, WHETHER BY MAIL OR
30 THROUGH EMPLOYEES OR AGENTS OR OTHERWISE, AND MAINTAINING
19870S1200B2515 - 388 -
1 OFFICES THEREFOR, WHERE THE ORDERS REQUIRE ACCEPTANCE WITHOUT
2 THIS COMMONWEALTH BEFORE BECOMING BINDING CONTRACTS.
3 (7) CREATING AS BORROWER OR LENDER, ACQUIRING OR
4 INCURRING, OBLIGATIONS OR MORTGAGES OR OTHER SECURITY
5 INTERESTS IN REAL OR PERSONAL PROPERTY.
6 (8) SECURING OR COLLECTING DEBTS OR ENFORCING ANY RIGHTS
7 IN PROPERTY SECURING THEM.
8 (9) TRANSACTING ANY BUSINESS IN INTERSTATE OR FOREIGN
9 COMMERCE.
10 (10) CONDUCTING AN ISOLATED TRANSACTION COMPLETED WITHIN
11 A PERIOD OF 30 DAYS AND NOT IN THE COURSE OF A NUMBER OF
12 REPEATED TRANSACTIONS OF LIKE NATURE.
13 (11) INSPECTING, APPRAISING AND ACQUIRING REAL ESTATE
14 AND MORTGAGES AND OTHER LIENS THEREON AND PERSONAL PROPERTY
15 AND SECURITY INTERESTS THEREIN, AND HOLDING, LEASING,
16 CONVEYING AND TRANSFERRING THEM, AS FIDUCIARY OR OTHERWISE.
17 (B) EXCEPTIONS.--THE SPECIFICATION OF ACTIVITIES IN
18 SUBSECTION (A) DOES NOT ESTABLISH A STANDARD FOR ACTIVITIES THAT
19 MAY SUBJECT A FOREIGN BUSINESS CORPORATION TO:
20 (1) SERVICE OF PROCESS UNDER ANY STATUTE OR GENERAL
21 RULE.
22 (2) TAXATION BY THE COMMONWEALTH OR ANY POLITICAL
23 SUBDIVISION THEREOF.
24 § 4123. REQUIREMENTS FOR FOREIGN CORPORATION NAMES.
25 (A) GENERAL RULE.--THE DEPARTMENT OF STATE SHALL NOT ISSUE A
26 CERTIFICATE OF AUTHORITY TO ANY FOREIGN BUSINESS CORPORATION
27 THAT, EXCEPT AS PROVIDED IN SUBSECTION (B), HAS A NAME THAT IS
28 RENDERED UNAVAILABLE FOR USE BY A DOMESTIC BUSINESS CORPORATION
29 BY ANY PROVISION OF SECTION 1303(A), (B) OR (C) (RELATING TO
30 CORPORATE NAME), EXCEPT SUBSECTIONS (C)(1)(II) OR (III) THEREOF
19870S1200B2515 - 389 -
1 (RELATING TO BANKING AND INSURANCE NAMES).
2 (B) EXCEPTION; NAME.--THE PROVISIONS OF SECTION 1303(B)
3 (RELATING TO DUPLICATE USE OF NAMES) SHALL NOT PREVENT THE
4 ISSUANCE OF A CERTIFICATE OF AUTHORITY TO A FOREIGN BUSINESS
5 CORPORATION SETTING FORTH A NAME THAT IS CONFUSINGLY SIMILAR TO
6 THE NAME OF ANY OTHER DOMESTIC OR FOREIGN CORPORATION FOR PROFIT
7 OR CORPORATION NOT-FOR-PROFIT, OR OF ANY DOMESTIC OR FOREIGN
8 LIMITED PARTNERSHIP THAT HAS FILED A CERTIFICATE OR QUALIFIED
9 UNDER CHAPTER 85 (RELATING TO LIMITED PARTNERSHIPS) OR
10 CORRESPONDING PROVISIONS OF PRIOR LAW, OR OF ANY CORPORATION OR
11 OTHER ASSOCIATION THEN REGISTERED UNDER 54 PA.C.S. CH. 5
12 (RELATING TO CORPORATE AND OTHER ASSOCIATION NAMES) OR TO ANY
13 NAME RESERVED OR REGISTERED AS PROVIDED IN THIS PART, IF THE
14 FOREIGN BUSINESS CORPORATION APPLYING FOR A CERTIFICATE OF
15 AUTHORITY FILES IN THE DEPARTMENT ONE OF THE FOLLOWING:
16 (1) A RESOLUTION OF ITS BOARD OF DIRECTORS ADOPTING A
17 FICTITIOUS NAME FOR USE IN TRANSACTING BUSINESS IN THIS
18 COMMONWEALTH WHICH FICTITIOUS NAME IS NOT CONFUSINGLY SIMILAR
19 TO THE NAME OF THE OTHER CORPORATION OR OTHER ASSOCIATION OR
20 TO ANY NAME RESERVED OR REGISTERED AS PROVIDED IN THIS PART.
21 (2) THE WRITTEN CONSENT OF THE OTHER CORPORATION OR
22 OTHER ASSOCIATION OR HOLDER OF A RESERVED OR REGISTERED NAME
23 TO USE THE SAME OR CONFUSINGLY SIMILAR NAME AND ONE OR MORE
24 WORDS ARE ADDED TO MAKE THE NAME APPLIED FOR DISTINGUISHABLE
25 FROM THE OTHER NAME.
26 § 4124. APPLICATION FOR A CERTIFICATE OF AUTHORITY.
27 (A) GENERAL RULE.--AN APPLICATION FOR A CERTIFICATE OF
28 AUTHORITY SHALL BE EXECUTED BY THE FOREIGN BUSINESS CORPORATION
29 AND SHALL SET FORTH:
30 (1) THE NAME OF THE CORPORATION.
19870S1200B2515 - 390 -
1 (2) THE NAME OF THE JURISDICTION UNDER THE LAWS OF WHICH
2 IT IS INCORPORATED.
3 (3) THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF
4 ITS PRINCIPAL OFFICE UNDER THE LAWS OF THE JURISDICTION IN
5 WHICH IT IS INCORPORATED.
6 (4) SUBJECT TO SECTION 109 (RELATING TO NAME OF
7 COMMERCIAL REGISTERED OFFICE PROVIDER IN LIEU OF REGISTERED
8 ADDRESS), THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY,
9 OF ITS PROPOSED REGISTERED OFFICE IN THIS COMMONWEALTH.
10 (5) A STATEMENT THAT IT IS A CORPORATION INCORPORATED
11 FOR A PURPOSE OR PURPOSES INVOLVING PECUNIARY PROFIT,
12 INCIDENTAL OR OTHERWISE.
13 (B) ADVERTISEMENT.--A FOREIGN BUSINESS CORPORATION SHALL
14 OFFICIALLY PUBLISH NOTICE OF ITS INTENTION TO APPLY OR ITS
15 APPLICATION FOR A CERTIFICATE OF AUTHORITY. THE NOTICE MAY
16 APPEAR PRIOR TO OR AFTER THE DAY ON WHICH APPLICATION IS MADE TO
17 THE DEPARTMENT OF STATE AND SHALL SET FORTH BRIEFLY:
18 (1) A STATEMENT THAT THE CORPORATION WILL APPLY OR HAS
19 APPLIED FOR A CERTIFICATE OF AUTHORITY UNDER THE PROVISIONS
20 OF THE BUSINESS CORPORATION LAW OF 1988.
21 (2) THE NAME OF THE CORPORATION AND OF THE JURISDICTION
22 UNDER THE LAWS OF WHICH IT IS INCORPORATED.
23 (3) THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF
24 ITS PRINCIPAL OFFICE UNDER THE LAWS OF THE JURISDICTION IN
25 WHICH IT IS INCORPORATED.
26 (4) SUBJECT TO SECTION 109, THE ADDRESS, INCLUDING
27 STREET AND NUMBER, IF ANY, OF ITS PROPOSED REGISTERED OFFICE
28 IN THIS COMMONWEALTH.
29 (C) FILING.--THE APPLICATION FOR A CERTIFICATE OF AUTHORITY
30 SHALL BE FILED IN THE DEPARTMENT OF STATE.
19870S1200B2515 - 391 -
1 (D) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
2 STATEMENT).
3 § 4125. ISSUANCE OF CERTIFICATE OF AUTHORITY.
4 UPON THE FILING OF THE APPLICATION FOR A CERTIFICATE OF
5 AUTHORITY, THE DEPARTMENT OF STATE SHALL ISSUE TO THE FOREIGN
6 BUSINESS CORPORATION A CERTIFICATE OF AUTHORITY TO DO BUSINESS
7 IN THIS COMMONWEALTH. THE CERTIFICATE OF AUTHORITY SHALL BE
8 ANNEXED TO OR ENDORSED UPON THE APPLICATION FOR A CERTIFICATE OF
9 AUTHORITY AND SHALL STATE THAT, SUBJECT TO THE CONSTITUTION AND
10 LAWS OF THIS COMMONWEALTH, THE CORPORATION NAMED IN THE
11 APPLICATION IS AUTHORIZED TO DO BUSINESS IN THIS COMMONWEALTH.
12 § 4126. AMENDED CERTIFICATE OF AUTHORITY.
13 (A) GENERAL RULE.--AFTER RECEIVING A CERTIFICATE OF
14 AUTHORITY, A QUALIFIED FOREIGN BUSINESS CORPORATION MAY, SUBJECT
15 TO THE PROVISIONS OF THIS SUBCHAPTER, CHANGE THE NAME UNDER
16 WHICH IT IS AUTHORIZED TO TRANSACT BUSINESS IN THIS COMMONWEALTH
17 BY FILING IN THE DEPARTMENT OF STATE AN APPLICATION FOR AN
18 AMENDED CERTIFICATE OF AUTHORITY. THE APPLICATION SHALL BE
19 EXECUTED BY THE CORPORATION AND SHALL STATE:
20 (1) THE NAME UNDER WHICH THE APPLICANT CORPORATION
21 CURRENTLY HOLDS A CERTIFICATE OF AUTHORITY TO DO BUSINESS IN
22 THIS COMMONWEALTH.
23 (2) THE NAME OF THE JURISDICTION UNDER THE LAWS OF WHICH
24 THE CORPORATION IS INCORPORATED.
25 (3) THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF
26 ITS PRINCIPAL OFFICE UNDER THE LAWS OF THE JURISDICTION IN
27 WHICH IT IS INCORPORATED.
28 (4) SUBJECT TO SECTION 109 (RELATING TO NAME OF
29 COMMERCIAL REGISTERED OFFICE PROVIDER IN LIEU OF REGISTERED
30 ADDRESS), THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY,
19870S1200B2515 - 392 -
1 OF ITS REGISTERED OFFICE IN THIS COMMONWEALTH, WHICH MAY
2 CONSTITUTE A CHANGE IN THE ADDRESS OF ITS REGISTERED OFFICE.
3 (5) THE NEW NAME OF THE CORPORATION AND A STATEMENT THAT
4 EITHER:
5 (I) THE CHANGE OF NAME REFLECTS A CHANGE EFFECTED IN
6 THE JURISDICTION OF INCORPORATION; OR
7 (II) DOCUMENTS COMPLYING WITH SECTION 4123(B)
8 (RELATING TO EXCEPTION; NAME) ACCOMPANY THE APPLICATION.
9 (B) ISSUANCE OF AMENDED CERTIFICATE OF AUTHORITY.--UPON THE
10 FILING OF THE APPLICATION, THE DEPARTMENT SHALL ISSUE TO THE
11 APPLICANT CORPORATION AN AMENDED CERTIFICATE OF AUTHORITY. THE
12 AMENDED CERTIFICATE OF AUTHORITY SHALL BE ANNEXED TO OR ENDORSED
13 UPON THE APPLICATION FOR AN AMENDED CERTIFICATE OF AUTHORITY AND
14 SHALL STATE THAT THE CERTIFICATE OF AUTHORITY OF THE CORPORATION
15 NAMED IN THE APPLICATION IS AMENDED TO REFLECT THE CHANGE OF
16 NAME SPECIFIED IN THE APPLICATION.
17 (C) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
18 STATEMENT).
19 § 4127. MERGER, CONSOLIDATION OR DIVISION OF QUALIFIED FOREIGN
20 CORPORATIONS.
21 (A) GENERAL RULE.--WHENEVER A QUALIFIED FOREIGN BUSINESS
22 CORPORATION IS A NONSURVIVING PARTY TO A STATUTORY MERGER,
23 CONSOLIDATION OR DIVISION PERMITTED BY THE LAWS OF THE
24 JURISDICTION UNDER WHICH IT IS INCORPORATED, THE CORPORATION
25 SURVIVING THE MERGER, OR THE NEW CORPORATION RESULTING FROM THE
26 CONSOLIDATION OR DIVISION, AS THE CASE MAY BE, SHALL FILE IN THE
27 DEPARTMENT OF STATE A STATEMENT OF MERGER, CONSOLIDATION OR
28 DIVISION, WHICH SHALL BE EXECUTED BY THE SURVIVING OR NEW
29 CORPORATION AND SHALL SET FORTH:
30 (1) THE NAME OF EACH NONSURVIVING QUALIFIED FOREIGN
19870S1200B2515 - 393 -
1 BUSINESS CORPORATION.
2 (2) THE NAME OF THE JURISDICTIONS UNDER THE LAWS OF
3 WHICH EACH NONSURVIVING QUALIFIED FOREIGN BUSINESS
4 CORPORATION WAS INCORPORATED.
5 (3) THE DATE ON WHICH EACH NONSURVIVING QUALIFIED
6 FOREIGN BUSINESS CORPORATION RECEIVED A CERTIFICATE OF
7 AUTHORITY TO DO BUSINESS IN THIS COMMONWEALTH.
8 (4) A STATEMENT THAT THE CORPORATE EXISTENCE OF EACH
9 NONSURVIVING QUALIFIED FOREIGN BUSINESS CORPORATION HAS BEEN
10 TERMINATED BY MERGER, CONSOLIDATION OR DIVISION, AS THE CASE
11 MAY BE.
12 (5) IN THE CASE OF A CONSOLIDATION OR DIVISION OR IF THE
13 SURVIVING CORPORATION WAS A NONQUALIFIED FOREIGN BUSINESS
14 CORPORATION PRIOR TO THE MERGER, THE STATEMENTS ON THE PART
15 OF THE SURVIVING OR NEW CORPORATION REQUIRED BY SECTION
16 4124(A) (RELATING TO APPLICATION FOR A CERTIFICATE OF
17 AUTHORITY).
18 (B) EFFECT OF FILING.--THE FILING OF THE STATEMENT SHALL
19 OPERATE, AS OF THE EFFECTIVE DATE OF THE MERGER, CONSOLIDATION
20 OR DIVISION, TO CANCEL THE CERTIFICATE OF AUTHORITY OF EACH
21 NONSURVIVING CONSTITUENT CORPORATION THAT WAS A QUALIFIED
22 FOREIGN BUSINESS CORPORATION AND TO QUALIFY THE SURVIVING OR NEW
23 CORPORATION UNDER THIS SUBCHAPTER. IF THE SURVIVING OR NEW
24 CORPORATION DOES NOT DESIRE TO CONTINUE AS A QUALIFIED FOREIGN
25 BUSINESS CORPORATION, IT MAY THEREAFTER WITHDRAW IN THE MANNER
26 PROVIDED BY SECTION 4129 (RELATING TO APPLICATION FOR
27 TERMINATION OF AUTHORITY).
28 (C) SURVIVING QUALIFIED FOREIGN CORPORATIONS.--IT SHALL NOT
29 BE NECESSARY FOR A SURVIVING CORPORATION THAT WAS A QUALIFIED
30 FOREIGN BUSINESS CORPORATION TO EFFECT ANY FILING UNDER THIS
19870S1200B2515 - 394 -
1 SUBCHAPTER WITH RESPECT TO A MERGER OR DIVISION OR TO PROCURE AN
2 AMENDED CERTIFICATE OF AUTHORITY TO DO BUSINESS IN THIS
3 COMMONWEALTH UNLESS THE NAME OF THE CORPORATION IS CHANGED BY
4 THE MERGER OR DIVISION.
5 (D) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
6 STATEMENT).
7 § 4128. REVOCATION OF CERTIFICATE OF AUTHORITY.
8 (A) GENERAL RULE.--WHENEVER THE DEPARTMENT OF STATE FINDS
9 THAT A QUALIFIED FOREIGN BUSINESS CORPORATION HAS FAILED TO
10 SECURE AN AMENDED CERTIFICATE OF AUTHORITY AS REQUIRED BY THIS
11 SUBCHAPTER AFTER CHANGING ITS NAME, OR HAS FAILED OR REFUSED TO
12 APPEAR BY ITS PROPER REPRESENTATIVES, OR OTHERWISE TO COMPLY
13 WITH ANY SUBPOENA ISSUED BY ANY COURT HAVING JURISDICTION OF THE
14 SUBJECT MATTER, OR TO PRODUCE BOOKS, PAPERS, RECORDS OR
15 DOCUMENTS AS REQUIRED BY A SUBPOENA, OR IS VIOLATING ANY OF THE
16 LAWS OF THIS COMMONWEALTH, OR THAT ITS ARTICLES HAVE BEEN
17 REVOKED OR VOIDED BY ITS JURISDICTION OF INCORPORATION, THE
18 DEPARTMENT SHALL GIVE NOTICE AND OPPORTUNITY FOR HEARING BY
19 REGISTERED OR CERTIFIED MAIL TO THE CORPORATION THAT THE DEFAULT
20 EXISTS AND THAT ITS CERTIFICATE OF AUTHORITY, INCLUDING ANY
21 AMENDMENTS THEREOF, WILL BE REVOKED UNLESS THE DEFAULT IS CURED
22 WITHIN 30 DAYS AFTER THE MAILING OF THE NOTICE. IF THE DEFAULT
23 IS NOT CURED WITHIN THE PERIOD OF 30 DAYS, THE DEPARTMENT SHALL
24 REVOKE THE CERTIFICATE OF AUTHORITY, INCLUDING ANY AMENDMENTS
25 THEREOF, OF THE FOREIGN BUSINESS CORPORATION. UPON REVOKING THE
26 CERTIFICATE OF AUTHORITY, THE DEPARTMENT SHALL MAIL TO THE
27 CORPORATION, AT ITS REGISTERED OFFICE IN THIS COMMONWEALTH, A
28 CERTIFICATE OF REVOCATION.
29 (B) EFFECT OF REVOCATION.--UPON THE ISSUANCE OF THE
30 CERTIFICATE OF REVOCATION, THE AUTHORITY OF THE CORPORATION TO
19870S1200B2515 - 395 -
1 DO BUSINESS IN THIS COMMONWEALTH SHALL CEASE AND THE CORPORATION
2 SHALL NOT THEREAFTER DO ANY BUSINESS IN THIS COMMONWEALTH UNLESS
3 IT APPLIES FOR AND RECEIVES A NEW CERTIFICATE OF AUTHORITY.
4 § 4129. APPLICATION FOR TERMINATION OF AUTHORITY.
5 (A) GENERAL RULE.--ANY QUALIFIED FOREIGN BUSINESS
6 CORPORATION MAY WITHDRAW FROM DOING BUSINESS IN THIS
7 COMMONWEALTH AND SURRENDER ITS CERTIFICATE OF AUTHORITY BY
8 FILING IN THE DEPARTMENT OF STATE AN APPLICATION FOR TERMINATION
9 OF AUTHORITY, EXECUTED BY THE CORPORATION, WHICH SHALL SET
10 FORTH:
11 (1) THE NAME OF THE CORPORATION AND, SUBJECT TO SECTION
12 109 (RELATING TO NAME OF COMMERCIAL REGISTERED OFFICE
13 PROVIDER IN LIEU OF REGISTERED ADDRESS), THE ADDRESS,
14 INCLUDING STREET AND NUMBER, IF ANY, OF ITS LAST REGISTERED
15 OFFICE IN THIS COMMONWEALTH.
16 (2) THE NAME OF THE JURISDICTION UNDER THE LAWS OF WHICH
17 IT IS INCORPORATED.
18 (3) THE DATE ON WHICH IT RECEIVED A CERTIFICATE OF
19 AUTHORITY TO DO BUSINESS IN THIS COMMONWEALTH.
20 (4) A STATEMENT THAT IT SURRENDERS ITS CERTIFICATE OF
21 AUTHORITY TO DO BUSINESS IN THIS COMMONWEALTH.
22 (5) A STATEMENT THAT NOTICE OF ITS INTENTION TO WITHDRAW
23 FROM DOING BUSINESS IN THIS COMMONWEALTH WAS MAILED BY
24 CERTIFIED OR REGISTERED MAIL TO EACH MUNICIPAL CORPORATION IN
25 WHICH THE REGISTERED OFFICE OR PRINCIPAL PLACE OF BUSINESS OF
26 THE CORPORATION IN THIS COMMONWEALTH IS LOCATED.
27 (6) THE POST OFFICE ADDRESS, INCLUDING STREET AND
28 NUMBER, IF ANY, TO WHICH PROCESS MAY BE SENT IN AN ACTION OR
29 PROCEEDING UPON ANY LIABILITY INCURRED BEFORE THE FILING OF
30 THE APPLICATION FOR TERMINATION OF AUTHORITY.
19870S1200B2515 - 396 -
1 (B) ADVERTISEMENT.--A QUALIFIED FOREIGN BUSINESS CORPORATION
2 SHALL, BEFORE FILING AN APPLICATION FOR TERMINATION OF
3 AUTHORITY, OFFICIALLY PUBLISH AND MAIL A NOTICE OF ITS INTENTION
4 TO WITHDRAW FROM DOING BUSINESS IN THIS COMMONWEALTH IN A MANNER
5 SIMILAR TO THAT REQUIRED BY SECTION 1975(B) (RELATING TO NOTICE
6 TO CREDITORS AND TAXING AUTHORITIES). THE NOTICE SHALL SET FORTH
7 BRIEFLY:
8 (1) THE NAME OF THE CORPORATION AND THE JURISDICTION
9 UNDER THE LAWS OF WHICH IT IS INCORPORATED.
10 (2) THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF
11 ITS PRINCIPAL OFFICE UNDER THE LAWS OF ITS JURISDICTION OF
12 INCORPORATION.
13 (3) SUBJECT TO SECTION 109, THE ADDRESS, INCLUDING
14 STREET AND NUMBER, IF ANY, OF ITS LAST REGISTERED OFFICE IN
15 THIS COMMONWEALTH.
16 (C) FILING.--THE APPLICATION FOR TERMINATION OF AUTHORITY
17 AND THE CERTIFICATES OR STATEMENT REQUIRED BY SECTION 139
18 (RELATING TO TAX CLEARANCE OF CERTAIN FUNDAMENTAL TRANSACTIONS)
19 SHALL BE FILED IN THE DEPARTMENT. SEE SECTION 134 (RELATING TO
20 DOCKETING STATEMENT).
21 (D) EFFECT OF FILING.--UPON THE FILING OF THE APPLICATION
22 FOR TERMINATION OF AUTHORITY, THE AUTHORITY OF THE CORPORATION
23 TO DO BUSINESS IN THIS COMMONWEALTH SHALL CEASE. THE TERMINATION
24 OF AUTHORITY SHALL NOT AFFECT ANY ACTION OR PROCEEDING PENDING
25 AT THE TIME THEREOF OR AFFECT ANY RIGHT OF ACTION ARISING WITH
26 RESPECT TO THE CORPORATION BEFORE THE FILING OF THE APPLICATION
27 FOR TERMINATION OF AUTHORITY. PROCESS AGAINST THE CORPORATION IN
28 AN ACTION UPON ANY LIABILITY INCURRED BEFORE THE FILING OF THE
29 APPLICATION FOR TERMINATION OF AUTHORITY MAY BE SERVED AS
30 PROVIDED IN 42 PA.C.S. CH. 53 (RELATING TO BASES OF JURISDICTION
19870S1200B2515 - 397 -
1 AND INTERSTATE AND INTERNATIONAL PROCEDURE) OR AS OTHERWISE
2 PROVIDED OR PRESCRIBED BY LAW.
3 § 4130. CHANGE OF ADDRESS AFTER WITHDRAWAL.
4 (A) GENERAL RULE.--ANY FOREIGN BUSINESS CORPORATION THAT HAS
5 WITHDRAWN FROM DOING BUSINESS IN THIS COMMONWEALTH, OR ITS
6 SUCCESSOR IN INTEREST, MAY, FROM TIME TO TIME, CHANGE THE
7 ADDRESS TO WHICH PROCESS MAY BE SENT IN AN ACTION UPON ANY
8 LIABILITY INCURRED BEFORE THE FILING OF AN APPLICATION FOR
9 TERMINATION OF AUTHORITY BY FILING IN THE DEPARTMENT OF STATE OF
10 A STATEMENT OF CHANGE OF ADDRESS BY WITHDRAWN CORPORATION
11 EXECUTED BY THE CORPORATION, SETTING FORTH:
12 (1) THE NAME OF THE WITHDRAWN CORPORATION AND, IF THE
13 STATEMENT IS FILED BY A SUCCESSOR IN INTEREST, THE NAME AND
14 CAPACITY OF THE SUCCESSOR.
15 (2) THE NAME OF THE JURISDICTION UNDER THE LAWS OF WHICH
16 THE CORPORATION FILING THE STATEMENT IS INCORPORATED.
17 (3) THE FORMER POST OFFICE ADDRESS, INCLUDING STREET AND
18 NUMBER, IF ANY, OF THE WITHDRAWN CORPORATION AS OF RECORD IN
19 THE DEPARTMENT.
20 (4) THE NEW POST OFFICE ADDRESS, INCLUDING STREET AND
21 NUMBER, IF ANY, OF THE WITHDRAWN CORPORATION OR ITS
22 SUCCESSOR.
23 (B) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
24 STATEMENT).
25 § 4131. REGISTRATION OF NAME.
26 (A) GENERAL RULE.--A NONQUALIFIED FOREIGN BUSINESS
27 CORPORATION MAY REGISTER ITS NAME UNDER 54 PA.C.S. CH. 5
28 (RELATING TO CORPORATE AND OTHER ASSOCIATION NAMES) IF THE NAME
29 IS AVAILABLE FOR USE BY A QUALIFIED FOREIGN BUSINESS CORPORATION
30 UNDER SECTION 4123 (RELATING TO REQUIREMENTS FOR FOREIGN
19870S1200B2515 - 398 -
1 CORPORATION NAMES), BY FILING IN THE DEPARTMENT OF STATE AN
2 APPLICATION FOR REGISTRATION OF NAME, EXECUTED BY THE
3 CORPORATION, WHICH SHALL SET FORTH:
4 (1) THE NAME OF THE CORPORATION.
5 (2) THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF
6 THE CORPORATION.
7 (B) ANNUAL RENEWAL.--A CORPORATION THAT HAS IN EFFECT A
8 REGISTRATION OF ITS CORPORATE NAME MAY RENEW THE REGISTRATION
9 FROM YEAR TO YEAR BY ANNUALLY FILING AN APPLICATION FOR RENEWAL
10 SETTING FORTH THE FACTS REQUIRED TO BE SET FORTH IN AN ORIGINAL
11 APPLICATION FOR REGISTRATION. A RENEWAL APPLICATION MAY BE FILED
12 BETWEEN OCTOBER 1 AND DECEMBER 31 IN EACH YEAR AND SHALL EXTEND
13 THE REGISTRATION FOR THE FOLLOWING CALENDAR YEAR.
14 (C) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
15 STATEMENT).
16 SUBCHAPTER C
17 POWERS, DUTIES AND LIABILITIES
18 SEC.
19 4141. PENALTY FOR DOING BUSINESS WITHOUT CERTIFICATE OF
20 AUTHORITY.
21 4142. GENERAL POWERS AND DUTIES OF QUALIFIED FOREIGN
22 CORPORATIONS.
23 4143. GENERAL POWERS AND DUTIES OF NONQUALIFIED FOREIGN
24 CORPORATIONS.
25 4144. REGISTERED OFFICE OF QUALIFIED FOREIGN CORPORATIONS.
26 4145. APPLICABILITY OF CERTAIN SAFEGUARDS TO FOREIGN
27 DOMICILIARY CORPORATIONS.
28 4146. PROVISIONS APPLICABLE TO ALL FOREIGN CORPORATIONS.
29 § 4141. PENALTY FOR DOING BUSINESS WITHOUT CERTIFICATE OF
30 AUTHORITY.
19870S1200B2515 - 399 -
1 (A) RIGHT TO BRING ACTIONS OR PROCEEDINGS SUSPENDED.--A
2 NONQUALIFIED FOREIGN BUSINESS CORPORATION DOING BUSINESS IN THIS
3 COMMONWEALTH WITHIN THE MEANING OF SUBCHAPTER B (RELATING TO
4 QUALIFICATION) SHALL NOT BE PERMITTED TO MAINTAIN ANY ACTION OR
5 PROCEEDING IN ANY COURT OF THIS COMMONWEALTH UNTIL THE
6 CORPORATION HAS OBTAINED A CERTIFICATE OF AUTHORITY. NOR, EXCEPT
7 AS PROVIDED IN SUBSECTION (B), SHALL ANY ACTION OR PROCEEDING BE
8 MAINTAINED IN ANY COURT OF THIS COMMONWEALTH BY ANY SUCCESSOR OR
9 ASSIGNEE OF THE CORPORATION ON ANY RIGHT, CLAIM OR DEMAND
10 ARISING OUT OF THE DOING OF BUSINESS BY THE CORPORATION IN THIS
11 COMMONWEALTH UNTIL A CERTIFICATE OF AUTHORITY HAS BEEN OBTAINED
12 BY THE CORPORATION OR BY A CORPORATION THAT HAS ACQUIRED ALL OR
13 SUBSTANTIALLY ALL OF ITS ASSETS.
14 (B) CONTRACTS, PROPERTY AND DEFENSE AGAINST ACTIONS
15 UNAFFECTED.--THE FAILURE OF A FOREIGN BUSINESS CORPORATION TO
16 OBTAIN A CERTIFICATE OF AUTHORITY TO TRANSACT BUSINESS IN THIS
17 COMMONWEALTH SHALL NOT IMPAIR THE VALIDITY OF ANY CONTRACT OR
18 ACT OF THE CORPORATION, SHALL NOT PREVENT THE CORPORATION FROM
19 DEFENDING ANY ACTION IN ANY COURT OF THIS COMMONWEALTH AND SHALL
20 NOT RENDER ESCHEATABLE ANY OF ITS REAL OR PERSONAL PROPERTY.
21 § 4142. GENERAL POWERS AND DUTIES OF QUALIFIED FOREIGN
22 CORPORATIONS.
23 (A) GENERAL RULE.--A QUALIFIED FOREIGN BUSINESS CORPORATION,
24 SO LONG AS ITS CERTIFICATE OF AUTHORITY IS NOT REVOKED, SHALL
25 ENJOY THE SAME RIGHTS AND PRIVILEGES AS A DOMESTIC BUSINESS
26 CORPORATION, BUT NO MORE, AND, EXCEPT AS IN THIS SUBPART
27 OTHERWISE PROVIDED, SHALL BE SUBJECT TO THE SAME LIABILITIES,
28 RESTRICTIONS, DUTIES AND PENALTIES NOW IN FORCE OR HEREAFTER
29 IMPOSED UPON DOMESTIC BUSINESS CORPORATIONS, TO THE SAME EXTENT
30 AS IF IT HAD BEEN INCORPORATED UNDER THIS SUBPART.
19870S1200B2515 - 400 -
1 (B) AGRICULTURAL LANDS.--INTERESTS IN AGRICULTURAL LAND
2 SHALL BE SUBJECT TO THE RESTRICTIONS OF, AND ESCHEATABLE AS
3 PROVIDED BY, THE ACT OF APRIL 6, 1980 (P.L.102, NO.39), REFERRED
4 TO AS THE AGRICULTURAL LAND ACQUISITION BY ALIENS LAW.
5 § 4143. GENERAL POWERS AND DUTIES OF NONQUALIFIED FOREIGN
6 CORPORATIONS.
7 (A) ACQUISITION OF REAL AND PERSONAL PROPERTY.--EVERY
8 NONQUALIFIED FOREIGN BUSINESS CORPORATION MAY ACQUIRE, HOLD,
9 MORTGAGE, LEASE AND TRANSFER REAL AND PERSONAL PROPERTY IN THIS
10 COMMONWEALTH IN THE SAME MANNER AND SUBJECT TO THE SAME
11 LIMITATIONS AS A QUALIFIED FOREIGN BUSINESS CORPORATION.
12 (B) DUTIES.--EXCEPT AS PROVIDED IN SECTION 4141(A) (RELATING
13 TO RIGHT TO BRING ACTIONS SUSPENDED), A NONQUALIFIED FOREIGN
14 BUSINESS CORPORATION DOING BUSINESS IN THIS COMMONWEALTH WITHIN
15 THE MEANING OF SUBCHAPTER B (RELATING TO QUALIFICATION) SHALL BE
16 SUBJECT TO THE SAME LIABILITIES, RESTRICTIONS, DUTIES AND
17 PENALTIES NOW OR HEREAFTER IMPOSED UPON A QUALIFIED FOREIGN
18 BUSINESS CORPORATION.
19 § 4144. REGISTERED OFFICE OF QUALIFIED FOREIGN CORPORATIONS.
20 (A) GENERAL RULE.--SUBJECT TO THE PROVISIONS OF SECTION
21 1507(C) (RELATING TO ALTERNATIVE PROCEDURE), EVERY QUALIFIED
22 FOREIGN BUSINESS CORPORATION SHALL HAVE, AND CONTINUOUSLY
23 MAINTAIN, IN THIS COMMONWEALTH A REGISTERED OFFICE, WHICH MAY
24 BUT NEED NOT BE THE SAME AS ITS PLACE OF BUSINESS IN THIS
25 COMMONWEALTH.
26 (B) CHANGE.--A QUALIFIED FOREIGN BUSINESS CORPORATION MAY,
27 FROM TIME TO TIME, CHANGE THE ADDRESS OF ITS REGISTERED OFFICE
28 IN THE MANNER PROVIDED BY SECTION 1507(B) (RELATING TO STATEMENT
29 OF CHANGE OF REGISTERED OFFICE).
30 § 4145. APPLICABILITY OF CERTAIN SAFEGUARDS TO FOREIGN
19870S1200B2515 - 401 -
1 DOMICILIARY CORPORATIONS.
2 (A) GENERAL RULE.--THE GENERAL ASSEMBLY HEREBY FINDS AND
3 DETERMINES THAT FOREIGN DOMICILIARY CORPORATIONS SUBSTANTIALLY
4 AFFECT THIS COMMONWEALTH. THE COURTS OF THIS COMMONWEALTH SHALL
5 NOT DISMISS OR STAY ANY ACTION OR PROCEEDING BROUGHT BY A
6 SHAREHOLDER OR REPRESENTATIVE OF A FOREIGN DOMICILIARY
7 CORPORATION, AS SUCH, AGAINST THE CORPORATION OR ANY ONE OR MORE
8 OF THE SHAREHOLDERS OR REPRESENTATIVES THEREOF, AS SUCH, ON THE
9 GROUND THAT THE CORPORATION IS A FOREIGN CORPORATION FOR PROFIT
10 OR THAT THE CAUSE OF ACTION RELATES TO THE INTERNAL AFFAIRS
11 THEREOF, BUT EVERY SUCH ACTION SHALL PROCEED WITH LIKE EFFECT AS
12 IF THE CORPORATION WERE A DOMESTIC CORPORATION. EXCEPT AS
13 PROVIDED IN SUBSECTION (B), THE COURT HAVING JURISDICTION OF THE
14 ACTION OR PROCEEDING SHALL APPLY THE LAW OF THE JURISDICTION
15 UNDER WHICH THE FOREIGN DOMICILIARY CORPORATION WAS
16 INCORPORATED.
17 (B) MINIMUM SAFEGUARDS.--THE FOLLOWING PROVISIONS OF THIS <--
18 SUBPART SHALL BE APPLICABLE TO FOREIGN DOMICILIARY CORPORATIONS
19 TO THE SAME EXTENT AS IF THEY WERE DOMESTIC BUSINESS
20 CORPORATIONS, EXCEPT THAT NOTHING IN THIS SUBSECTION SHALL
21 REQUIRE THE FILING OF ANY DOCUMENT IN THE DEPARTMENT OF STATE AS
22 A PREREQUISITE TO THE VALIDITY OF ANY CORPORATE ACTION OR THE
23 DOING OF ANY CORPORATE ACTION BY THE FOREIGN DOMICILIARY
24 CORPORATION THAT IS IMPOSSIBLE UNDER THE LAWS OF ITS DOMICILIARY
25 JURISDICTION:
26 SECTION 1508 (RELATING TO CORPORATE RECORDS; INSPECTION).
27 SECTION 1554 (RELATING TO FINANCIAL REPORTS TO
28 SHAREHOLDERS).
29 SECTION 1765 (RELATING TO JUDGES OF ELECTION).
30 SUBCHAPTER F OF CHAPTER 17 (RELATING TO JUDICIAL
19870S1200B2515 - 402 -
1 SUPERVISION OF CORPORATE ACTION).
2 (C) REQUIRED CHANGES IN ORGANIC LAW.--FOR THE PURPOSES OF
3 SUBSECTION (B), CORPORATE ACTION SHALL NOT BE DEEMED TO BE
4 IMPOSSIBLE UNDER THE LAWS OF THE JURISDICTION IN WHICH A FOREIGN
5 DOMICILIARY CORPORATION IS INCORPORATED MERELY BECAUSE
6 PROHIBITED OR RESTRICTED BY THE TERMS OF THE ARTICLES,
7 CERTIFICATE OF INCORPORATION, BYLAWS OR OTHER ORGANIC LAW OF THE
8 CORPORATION BUT THE COURT MAY REQUIRE THE CORPORATION TO AMEND
9 THE ORGANIC LAW SO AS TO BE CONSISTENT WITH THE MINIMUM
10 SAFEGUARDS PRESCRIBED BY SUBSECTION (B).
11 (B) (RESERVED). <--
12 (C) (RESERVED). <--
13 (D) SECTION EXCLUSIVE.--THE PROVISIONS OF THIS SUBPART,
14 OTHER THAN THE PROVISIONS OF THIS SECTION AND SECTION 4146
15 (RELATING TO PROVISIONS APPLICABLE TO ALL FOREIGN CORPORATIONS),
16 SHALL NOT BE CONSTRUED TO REGULATE THE INCORPORATION OR INTERNAL
17 AFFAIRS OF A FOREIGN CORPORATION FOR PROFIT.
18 § 4146. PROVISIONS APPLICABLE TO ALL FOREIGN CORPORATIONS.
19 THE FOLLOWING PROVISIONS OF THIS SUBPART SHALL, EXCEPT AS
20 OTHERWISE PROVIDED IN THIS SECTION, BE APPLICABLE TO EVERY
21 FOREIGN CORPORATION FOR PROFIT, WHETHER OR NOT REQUIRED TO
22 PROCURE A CERTIFICATE OF AUTHORITY UNDER THIS CHAPTER:
23 SECTION 1503 (RELATING TO DEFENSE OF ULTRA VIRES), AS TO
24 CONTRACTS AND CONVEYANCES MADE IN THIS COMMONWEALTH AND
25 CONVEYANCES AFFECTING REAL PROPERTY SITUATED IN THIS
26 COMMONWEALTH.
27 SECTION 1506 (RELATING TO FORM OF EXECUTION OF
28 INSTRUMENTS), AS TO INSTRUMENTS OR OTHER DOCUMENTS MADE OR TO
29 BE PERFORMED IN THIS COMMONWEALTH OR AFFECTING REAL PROPERTY
30 SITUATED IN THIS COMMONWEALTH.
19870S1200B2515 - 403 -
1 SECTION 1510 (RELATING TO USURY NOT A DEFENSE), AS TO
2 OBLIGATIONS (AS DEFINED IN THE SECTION) EXECUTED OR EFFECTED
3 IN THIS COMMONWEALTH OR AFFECTING REAL PROPERTY SITUATED IN
4 THIS COMMONWEALTH.
5 SECTION 1782 (RELATING TO ACTIONS AGAINST DIRECTORS AND
6 OFFICERS).
7 SUBCHAPTER F OF CHAPTER 25 (RELATING TO BUSINESS
8 COMBINATIONS), TO THE EXTENT PROVIDED IN SECTION 2551(D)
9 (RELATING TO CONTINUING APPLICABILITY).
10 SUBCHAPTER D
11 DOMESTICATION
12 SEC.
13 4161. DOMESTICATION.
14 4162. EFFECT OF DOMESTICATION.
15 § 4161. DOMESTICATION.
16 (A) GENERAL RULE.--ANY QUALIFIED FOREIGN BUSINESS
17 CORPORATION MAY BECOME A DOMESTIC BUSINESS CORPORATION BY FILING
18 IN THE DEPARTMENT OF STATE ARTICLES OF DOMESTICATION. THE
19 ARTICLES OF DOMESTICATION, UPON BEING FILED IN THE DEPARTMENT,
20 SHALL CONSTITUTE THE ARTICLES OF THE DOMESTICATED FOREIGN
21 CORPORATION AND IT SHALL THEREAFTER CONTINUE AS A CORPORATION
22 WHICH SHALL BE A DOMESTIC BUSINESS CORPORATION SUBJECT TO THIS
23 SUBPART.
24 (B) ARTICLES OF DOMESTICATION.--THE ARTICLES OF
25 DOMESTICATION SHALL BE EXECUTED BY THE CORPORATION AND SHALL SET
26 FORTH IN THE ENGLISH LANGUAGE:
27 (1) THE NAME OF THE CORPORATION. IF THE NAME IS IN A
28 FOREIGN LANGUAGE, IT SHALL BE SET FORTH IN ROMAN LETTERS OR
29 CHARACTERS OR ARABIC OR ROMAN NUMERALS.
30 (2) SUBJECT TO SECTION 109 (RELATING TO NAME OF
19870S1200B2515 - 404 -
1 COMMERCIAL REGISTERED OFFICE PROVIDER IN LIEU OF REGISTERED
2 ADDRESS), THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY,
3 OF ITS REGISTERED OFFICE IN THIS COMMONWEALTH.
4 (3) A STATEMENT THAT UPON DOMESTICATION THE CORPORATION
5 WILL BE SUBJECT TO THE DOMESTIC CORPORATION PROVISIONS OF THE
6 BUSINESS CORPORATION LAW OF 1988 AND, IF DESIRED, A BRIEF
7 STATEMENT OF THE PURPOSE OR PURPOSES FOR WHICH IT IS TO BE
8 DOMESTICATED WHICH SHALL BE A PURPOSE OR PURPOSES FOR WHICH A
9 DOMESTIC BUSINESS CORPORATION MAY BE INCORPORATED UNDER
10 ARTICLE B (RELATING TO DOMESTIC BUSINESS CORPORATIONS
11 GENERALLY) AND WHICH MAY CONSIST OF OR INCLUDE A STATEMENT
12 THAT THE CORPORATION SHALL HAVE UNLIMITED POWER TO ENGAGE IN
13 AND TO DO ANY LAWFUL ACT CONCERNING ANY OR ALL LAWFUL
14 BUSINESS FOR WHICH CORPORATIONS MAY BE INCORPORATED UNDER THE
15 BUSINESS CORPORATION LAW OF 1988.
16 (4) THE TERM FOR WHICH UPON DOMESTICATION IT IS TO
17 EXIST, IF NOT PERPETUAL.
18 (5) ANY DESIRED PROVISIONS RELATING TO THE MANNER AND
19 BASIS OF RECLASSIFYING THE SHARES OF THE CORPORATION.
20 (6) A STATEMENT THAT THE FILING OF ARTICLES OF
21 DOMESTICATION AND THE RENUNCIATION OF THE ORIGINAL CHARTER OR
22 ARTICLES OF THE CORPORATION HAS BEEN AUTHORIZED (UNLESS ITS
23 CHARTER OR OTHER ORGANIC DOCUMENTS REQUIRE A GREATER VOTE) BY
24 A MAJORITY OF THE VOTES CAST BY ALL SHAREHOLDERS ENTITLED TO
25 VOTE THEREON AND, IF ANY CLASS OF SHARES IS ENTITLED TO VOTE
26 THEREON AS A CLASS, A MAJORITY OF THE VOTES CAST IN EACH
27 CLASS VOTE.
28 (7) ANY PROVISIONS DESIRED PROVIDING SPECIAL TREATMENT
29 OF SHARES HELD BY ANY SHAREHOLDER OR GROUP OF SHAREHOLDERS IF
30 THE LAWS OF THE JURISDICTION UNDER WHICH THE CORPORATION WAS
19870S1200B2515 - 405 -
1 INCORPORATED PRIOR TO ITS DOMESTICATION PERMIT SUCH SPECIAL
2 TREATMENT.
3 (8) ANY OTHER PROVISIONS AUTHORIZED BY ARTICLE B TO BE
4 SET FORTH IN THE ORIGINAL ARTICLES.
5 (C) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
6 STATEMENT).
7 § 4162. EFFECT OF DOMESTICATION.
8 AS A DOMESTIC BUSINESS CORPORATION, THE DOMESTICATED
9 CORPORATION SHALL NO LONGER BE A FOREIGN BUSINESS CORPORATION
10 FOR THE PURPOSES OF THIS SUBPART AND SHALL HAVE ALL THE POWERS
11 AND PRIVILEGES AND BE SUBJECT TO ALL THE DUTIES AND LIMITATIONS
12 GRANTED AND IMPOSED UPON DOMESTIC BUSINESS CORPORATIONS. THE
13 PROPERTY, FRANCHISES, DEBTS, LIENS, ESTATES, TAXES, PENALTIES
14 AND PUBLIC ACCOUNTS DUE THE COMMONWEALTH SHALL CONTINUE TO BE
15 VESTED IN AND IMPOSED UPON THE CORPORATION TO THE SAME EXTENT AS
16 IF IT WERE THE SUCCESSOR BY MERGER OF THE DOMESTICATING
17 CORPORATION WITH AND INTO A DOMESTIC BUSINESS CORPORATION UNDER
18 SUBCHAPTER C OF CHAPTER 19 (RELATING TO MERGER, CONSOLIDATION,
19 SHARE EXCHANGES AND SALE OF ASSETS). THE SHARES OF THE
20 DOMESTICATED CORPORATION SHALL BE UNAFFECTED BY THE
21 DOMESTICATION EXCEPT TO THE EXTENT, IF ANY, RECLASSIFIED IN THE
22 ARTICLES OF DOMESTICATION.
23 SUBPART C
24 NONPROFIT CORPORATIONS
25 ARTICLE A
26 PRELIMINARY PROVISIONS
27 CHAPTER [71] 51
28 GENERAL PROVISIONS
29 § [7101] 5101. SHORT [TITLE OF PART] TITLES.
30 [THIS PART SHALL BE KNOWN AND MAY BE CITED AS THE
19870S1200B2515 - 406 -
1 "CORPORATION NOT-FOR-PROFIT CODE."]
2 (A) TITLE OF SUBPART.--THIS SUBPART SHALL BE KNOWN AND MAY
3 BE CITED AS THE NONPROFIT CORPORATION LAW OF 1988.
4 (B) PRIOR CONSOLIDATED STATUTE.--FORMER 15 PA.C.S. PT. III
5 ART. B (RELATING TO DOMESTIC NONPROFIT CORPORATIONS), ADDED BY
6 THE ACT OF NOVEMBER 15, 1972 (P.L.1063, NO.271), SHALL BE KNOWN
7 AND MAY BE CITED AS THE NONPROFIT CORPORATION LAW OF 1972.
8 (C) PRIOR LAW.--THE ACT OF MAY 5, 1933 (P.L.289, NO.105)
9 SHALL BE KNOWN AND MAY BE CITED AS THE NONPROFIT CORPORATION LAW
10 OF 1933.
11 § [7102] 5102. APPLICATION OF [PART] SUBPART.
12 [EXCEPT AS OTHERWISE PROVIDED IN THE SCOPE PROVISIONS OF
13 SUBSEQUENT ARTICLES, CHAPTERS OR OTHER PROVISIONS OF THIS PART,
14 THIS PART SHALL APPLY TO AND THE WORD "CORPORATION" IN THIS PART
15 SHALL MEAN A DOMESTIC OR FOREIGN CORPORATION NOT-FOR-PROFIT.]
16 (A) GENERAL RULE.--EXCEPT AS OTHERWISE PROVIDED IN THIS
17 SECTION, IN THE SCOPE PROVISIONS OF SUBSEQUENT PROVISIONS OF
18 THIS SUBPART OR WHERE THE CONTEXT CLEARLY INDICATES OTHERWISE,
19 THIS SUBPART SHALL APPLY TO AND THE WORDS "CORPORATION" OR
20 "NONPROFIT CORPORATION" IN THIS SUBPART SHALL MEAN A DOMESTIC
21 CORPORATION NOT-FOR-PROFIT. SEE SECTION 101(B) (RELATING TO
22 APPLICATION OF TITLE).
23 (B) COOPERATIVE CORPORATIONS.--THIS SUBPART SHALL APPLY TO A
24 DOMESTIC CORPORATION NOT-FOR-PROFIT ORGANIZED ON THE COOPERATIVE
25 PRINCIPLE ONLY TO THE EXTENT PROVIDED BY SUBPART D (RELATING TO
26 COOPERATIVE CORPORATIONS).
27 (C) NONPROFIT CORPORATION ANCILLARIES.--THE DOMESTIC
28 CORPORATION PROVISIONS OF THIS SUBPART SHALL APPLY TO ANY OF THE
29 FOLLOWING CORPORATIONS, WHETHER PROPOSED OR EXISTING, EXCEPT AS
30 OTHERWISE EXPRESSLY PROVIDED BY STATUTE APPLICABLE TO THE
19870S1200B2515 - 407 -
1 CORPORATION:
2 (1) THE PENNSYLVANIA DEPOSIT INSURANCE CORPORATION
3 ESTABLISHED BY THE ACT OF OCTOBER 5, 1978 (P.L.1088, NO.255),
4 KNOWN AS THE PENNSYLVANIA DEPOSIT INSURANCE CORPORATION ACT.
5 (2) THE PENNSYLVANIA SAVINGS ASSOCIATION CORPORATION
6 ESTABLISHED BY THE ACT OF APRIL 6, 1979 (P.L.17, NO.5),
7 REFERRED TO AS THE PENNSYLVANIA SAVINGS ASSOCIATION INSURANCE
8 CORPORATION ACT.
9 (3) THE LAWYER TRUST ACCOUNT BOARD ESTABLISHED BY THE
10 ACT OF APRIL 29, 1988 (P.L.373, NO.59), KNOWN AS THE INTEREST
11 ON LAWYERS' TRUST ACCOUNT ACT.
12 (4) ANY OTHER DOMESTIC CORPORATION NOT-FOR-PROFIT
13 INCORPORATED UNDER OR SUBJECT TO A STATUTE THAT PROVIDES THAT
14 THE CORPORATE AFFAIRS OF THE CORPORATION SHALL BE GOVERNED BY
15 THE LAWS APPLICABLE TO DOMESTIC NONPROFIT CORPORATIONS.
16 § [7103] 5103. DEFINITIONS.
17 SUBJECT TO ADDITIONAL DEFINITIONS CONTAINED IN SUBSEQUENT
18 PROVISIONS OF THIS [PART] SUBPART WHICH ARE APPLICABLE TO
19 SPECIFIC ARTICLES, CHAPTERS OR OTHER PROVISIONS OF THIS [PART]
20 SUBPART, THE FOLLOWING WORDS AND PHRASES, WHEN USED IN THIS
21 [PART] SUBPART SHALL HAVE, UNLESS THE CONTEXT CLEARLY INDICATES
22 OTHERWISE, THE MEANINGS GIVEN TO THEM IN THIS SECTION:
23 "ARTICLES." THE ORIGINAL ARTICLES OF INCORPORATION, ALL
24 AMENDMENTS THERETO, ARTICLES OF MERGER AND CONSOLIDATION, AND
25 ANY OTHER ARTICLES, STATEMENTS OR CERTIFICATES PERMITTED OR
26 REQUIRED TO BE FILED BY THIS [PART] SUBPART OR BY CHAPTER 1 [OF
27 THIS TITLE] (RELATING TO GENERAL PROVISIONS), AND INCLUDING WHAT
28 HAVE HERETOFORE BEEN DESIGNATED BY LAW AS CERTIFICATES OF
29 INCORPORATION OR CHARTERS. IF AN AMENDMENT OR ARTICLES OF
30 MERGER, DIVISION OR CONVERSION MADE IN THE MANNER PERMITTED BY
19870S1200B2515 - 408 -
1 THIS [PART] SUBPART RESTATES ARTICLES IN THEIR ENTIRETY OR IF
2 THERE ARE ARTICLES OF CONSOLIDATION, THENCEFORTH THE "ARTICLES"
3 SHALL NOT INCLUDE ANY PRIOR DOCUMENTS AND ANY CERTIFICATE ISSUED
4 BY THE DEPARTMENT OF STATE WITH RESPECT THERETO SHALL SO STATE.
5 "BOARD OF DIRECTORS" OR "BOARD." THE GROUP OF PERSONS VESTED
6 WITH THE MANAGEMENT OF THE BUSINESS AND AFFAIRS OF THE
7 CORPORATION IRRESPECTIVE OF THE NAME BY WHICH SUCH GROUP IS
8 DESIGNATED. THE TERM DOES NOT INCLUDE AN OTHER BODY. THE TERM,
9 WHEN USED IN ANY PROVISION OF THIS [PART] SUBPART RELATING TO
10 THE ORGANIZATION OR PROCEDURES OF OR THE MANNER OF TAKING ACTION
11 BY THE BOARD OF DIRECTORS, SHALL BE CONSTRUED TO INCLUDE AND
12 REFER TO ANY EXECUTIVE OR OTHER COMMITTEE OF THE BOARD. ANY
13 PROVISION OF THIS [PART] SUBPART RELATING OR REFERRING TO ACTION
14 TO BE TAKEN BY THE BOARD OF DIRECTORS OR THE PROCEDURE REQUIRED
15 THEREFOR SHALL BE SATISFIED BY THE TAKING OF CORRESPONDING
16 ACTION BY A COMMITTEE OF THE BOARD OF DIRECTORS TO THE EXTENT
17 AUTHORITY TO TAKE SUCH ACTION HAS BEEN DELEGATED TO SUCH
18 COMMITTEE PURSUANT TO SECTION [7731 OF THIS TITLE] 5731
19 (RELATING TO EXECUTIVE AND OTHER COMMITTEES OF THE BOARD).
20 "BUSINESS." IN THE CASE OF A DOMESTIC NONPROFIT CORPORATION
21 [NOT-FOR-PROFIT], ANY OR ALL OF THE ACTIVITIES FOR WHICH IT HAS
22 BEEN INCORPORATED, AND, IN THE CASE OF A FOREIGN CORPORATION
23 NOT-FOR-PROFIT, ANY OR ALL OF THE ACTIVITIES IN WHICH ITS
24 CERTIFICATE OF AUTHORITY AUTHORIZES IT TO ENGAGE WITHIN THIS
25 COMMONWEALTH.
26 * * *
27 "MEMBER." ONE HAVING MEMBERSHIP RIGHTS IN A CORPORATION IN
28 ACCORDANCE WITH THE PROVISIONS OF ITS BYLAWS. THE TERM, WHEN
29 USED IN RELATION TO THE TAKING OF CORPORATE ACTION INCLUDES:
30 (1) THE PROXY OF A MEMBER, IF ACTION BY PROXY IS
19870S1200B2515 - 409 -
1 PERMITTED UNDER THE BYLAWS OF THE CORPORATION; AND
2 (2) A DELEGATE TO ANY CONVENTION OR ASSEMBLY OF
3 DELEGATES OF MEMBERS ESTABLISHED PURSUANT TO ANY PROVISION OF
4 THIS [PART] SUBPART.
5 IF AND TO THE EXTENT THE BYLAWS CONFER RIGHTS OF MEMBERS UPON
6 HOLDERS OF SECURITIES EVIDENCING INDEBTEDNESS OR GOVERNMENTAL OR
7 OTHER ENTITIES PURSUANT TO ANY PROVISION OF THIS [PART] SUBPART
8 THE TERM SHALL BE CONSTRUED TO INCLUDE SUCH SECURITY HOLDERS AND
9 GOVERNMENTAL OR OTHER ENTITIES. THE TERM SHALL BE CONSTRUED TO
10 INCLUDE "SHAREHOLDER" IF THE CORPORATION ISSUES SHARES OF STOCK.
11 "NONPROFIT CORPORATION" OR "DOMESTIC NONPROFIT CORPORATION."
12 A DOMESTIC CORPORATION NOT-FOR-PROFIT [INCORPORATED UNDER
13 ARTICLE B OF THIS PART (RELATING TO DOMESTIC NONPROFIT
14 CORPORATIONS) OR HERETOFORE OR HEREAFTER INCORPORATED OR
15 DOMESTICATED IN THIS COMMONWEALTH,] WHICH IS NOT EXCLUDED FROM
16 THE SCOPE OF [ARTICLE B OF] THIS [PART] SUBPART BY SECTION [7302
17 OF THIS TITLE] 5102 (RELATING TO APPLICATION OF [ARTICLE]
18 SUBPART).
19 * * *
20 "OTHER BODY." A TERM EMPLOYED IN THIS [PART] SUBPART TO
21 DENOTE A PERSON OR GROUP, OTHER THAN THE BOARD OF DIRECTORS OR A
22 COMMITTEE THEREOF, WHO PURSUANT TO AUTHORITY EXPRESSLY CONFERRED
23 BY THIS [PART] SUBPART MAY BE VESTED BY THE BYLAWS OF THE
24 CORPORATION WITH POWERS WHICH, IF NOT VESTED BY THE BYLAWS IN
25 SUCH PERSON OR GROUP, WOULD BY THIS [PART] SUBPART BE REQUIRED
26 TO BE EXERCISED BY EITHER:
27 (1) THE MEMBERSHIP OF A CORPORATION TAKEN AS A WHOLE;
28 (2) A CONVENTION OR ASSEMBLY OF DELEGATES OF MEMBERS
29 ESTABLISHED PURSUANT TO ANY PROVISION OF THIS [PART] SUBPART;
30 OR
19870S1200B2515 - 410 -
1 (3) THE BOARD OF DIRECTORS.
2 EXCEPT AS OTHERWISE PROVIDED IN THIS [PART] SUBPART A
3 CORPORATION MAY ESTABLISH DISTINCT PERSONS OR GROUPS TO EXERCISE
4 DIFFERENT POWERS WHICH THIS [PART] SUBPART AUTHORIZES A
5 CORPORATION TO VEST IN AN OTHER BODY.
6 "QUALIFIED FOREIGN CORPORATION." A FOREIGN CORPORATION NOT-
7 FOR-PROFIT AUTHORIZED UNDER [ARTICLE C OF THIS PART] CHAPTER 61
8 (RELATING TO FOREIGN CORPORATIONS NOT-FOR-PROFIT) TO DO BUSINESS
9 IN THIS COMMONWEALTH.
10 * * *
11 § 5104. OTHER GENERAL PROVISIONS.
12 THE FOLLOWING PROVISIONS OF THIS TITLE ARE APPLICABLE TO
13 CORPORATIONS SUBJECT TO THIS SUBPART:
14 SECTION 101 (RELATING TO SHORT TITLE AND APPLICATION OF
15 TITLE).
16 SECTION 102 (RELATING TO DEFINITIONS).
17 SECTION 103 (RELATING TO SUBORDINATION OF TITLE TO
18 REGULATORY LAWS).
19 SECTION 104 (RELATING TO EQUITABLE REMEDIES).
20 SECTION 105 (RELATING TO FEES).
21 SECTION 106 (RELATING TO EFFECT OF FILING PAPERS REQUIRED
22 TO BE FILED).
23 SECTION 107 (RELATING TO FORM OF RECORDS).
24 SECTION 108 (RELATING TO CHANGE IN LOCATION OR STATUS OF
25 REGISTERED OFFICE PROVIDED BY AGENT).
26 SECTION 109 (RELATING TO NAME OF COMMERCIAL REGISTERED
27 OFFICE PROVIDER IN LIEU OF REGISTERED ADDRESS).
28 SECTION 110 (RELATING TO SUPPLEMENTARY GENERAL PRINCIPLES
29 OF LAW APPLICABLE).
30 SECTION 132 (RELATING TO FUNCTIONS OF DEPARTMENT OF
19870S1200B2515 - 411 -
1 STATE).
2 SECTION 133 (RELATING TO POWERS OF DEPARTMENT OF STATE).
3 SECTION 134 (RELATING TO DOCKETING STATEMENT).
4 SECTION 135 (RELATING TO REQUIREMENTS TO BE MET BY FILED
5 DOCUMENTS).
6 SECTION 136 (RELATING TO PROCESSING OF DOCUMENTS BY
7 DEPARTMENT OF STATE).
8 SECTION 137 (RELATING TO COURT TO PASS UPON REJECTION OF
9 DOCUMENTS BY DEPARTMENT OF STATE).
10 SECTION 138 (RELATING TO STATEMENT OF CORRECTION).
11 SECTION 139 (RELATING TO TAX CLEARANCE OF CERTAIN
12 FUNDAMENTAL TRANSACTIONS).
13 SECTION 151 (RELATING TO DOMESTICATION OF CERTAIN FOREIGN
14 ASSOCIATIONS).
15 SECTION 152 (RELATING TO CONTINGENT DOMESTICATION OF
16 CERTAIN FOREIGN ASSOCIATIONS).
17 SECTION 501 (RELATING TO RESERVED POWER OF GENERAL
18 ASSEMBLY).
19 SECTION 503 (RELATING TO ACTIONS TO REVOKE CORPORATE
20 FRANCHISES).
21 SECTION 504 (RELATING TO VALIDATION OF CERTAIN DEFECTIVE
22 CORPORATIONS).
23 SECTION 505 (RELATING TO VALIDATION OF CERTAIN DEFECTIVE
24 CORPORATE ACTS).
25 SECTION 511 (RELATING TO STANDARD OF CARE AND JUSTIFIABLE
26 RELIANCE).
27 SECTION 512 (RELATING TO PERSONAL LIABILITY OF
28 DIRECTORS).
29 SECTION 513 (RELATING TO NONEXCLUSIVITY AND SUPPLEMENTARY
30 COVERAGE).
19870S1200B2515 - 412 -
1 § [7104] 5105. SAVING CLAUSE AND RESTRICTION ON EQUITABLE
2 RELIEF.
3 (A) GENERAL RULE.--EXCEPT AS OTHERWISE PROVIDED IN
4 SUBSECTION (B) OF THIS SECTION, THIS [PART] SUBPART AND ITS
5 AMENDMENTS SHALL NOT IMPAIR OR AFFECT ANY ACT DONE, OFFENSE
6 COMMITTED, OR SUBSTANTIAL RIGHT ACCRUING, ACCRUED, OR ACQUIRED,
7 OR LIABILITY, DUTY, OBLIGATION, PENALTY, JUDGMENT OR PUNISHMENT
8 INCURRED PRIOR TO THE TIME THIS [PART] SUBPART OR ANY AMENDMENT
9 THERETO TAKES EFFECT, BUT THE SAME MAY BE ENJOYED, ASSERTED,
10 ENFORCED, PROSECUTED, OR INFLICTED AS FULLY AND TO THE SAME
11 EXTENT AS IF THIS [PART] SUBPART OR ANY AMENDMENT THERETO HAD
12 NOT BEEN ENACTED.
13 (B) EXCEPTION.--A MEMBER SHALL NOT HAVE ANY RIGHT TO CLAIM
14 THE RIGHT TO VALUATION OF AND PAYMENT FOR HIS MEMBERSHIP
15 INTEREST OR SHARES BECAUSE OF ANY PROPOSED PLAN OR AMENDMENT OF
16 ARTICLES AUTHORIZED UNDER ANY PROVISION OF THIS [PART] SUBPART,
17 OR TO OBTAIN, IN THE ABSENCE OF FRAUD OR FUNDAMENTAL UNFAIRNESS,
18 AN INJUNCTION AGAINST ANY SUCH PLAN OR AMENDMENT.
19 § [7105] 5106. LIMITED UNIFORM APPLICATION OF [PART] SUBPART.
20 (A) GENERAL RULE.--EXCEPT AS PROVIDED IN SUBSECTION (B) [OF
21 THIS SECTION] THIS [PART] SUBPART AND ITS AMENDMENTS ARE
22 INTENDED TO PROVIDE UNIFORM RULES FOR THE GOVERNMENT AND
23 REGULATION OF THE AFFAIRS OF CORPORATIONS AND OF THEIR OFFICERS,
24 DIRECTORS AND MEMBERS, REGARDLESS OF THE DATE OR MANNER OF
25 INCORPORATION OR QUALIFICATION, OR OF THE ISSUANCE OF ANY
26 EVIDENCES OF MEMBERSHIP IN OR SHARES THEREOF.
27 (B) EXCEPTIONS.--
28 (1) UNLESS EXPRESSLY PROVIDED OTHERWISE IN ANY AMENDMENT
29 TO THIS [PART] SUBPART ANY SUCH AMENDMENT SHALL TAKE EFFECT
30 ONLY PROSPECTIVELY.
19870S1200B2515 - 413 -
1 (2) ANY EXISTING CORPORATION LAWFULLY USING A NAME, OR
2 AS A PART OF ITS NAME A WORD, WHICH COULD NOT BE USED AS OR
3 INCLUDED IN THE NAME OF A CORPORATION HEREAFTER INCORPORATED
4 OR QUALIFIED UNDER THIS [PART] SUBPART, MAY CONTINUE TO USE
5 SUCH NAME, OR WORD AS PART OF ITS NAME, PROVIDED THE USE OR
6 INCLUSION OF SUCH WORD OR NAME WAS LAWFUL WHEN FIRST ADOPTED
7 BY THE CORPORATION IN THIS COMMONWEALTH.
8 (3) NOTHING IN SUBSECTION (A) [OF THIS SECTION] SHALL
9 ADVERSELY AFFECT THE RIGHTS SAVED BY THE GENERAL TERMS OF
10 SECTION [7104 OF THIS TITLE] 5105 (RELATING TO SAVING CLAUSE
11 AND RESTRICTION ON EQUITABLE RELIEF).
12 § [7106] 5107. SUBORDINATION OF [PART] SUBPART TO CANON LAW.
13 IF AND TO THE EXTENT CANON LAW APPLICABLE TO A CORPORATION
14 INCORPORATED FOR RELIGIOUS PURPOSES SHALL SET FORTH PROVISIONS
15 RELATING TO THE GOVERNMENT AND REGULATION OF THE AFFAIRS OF THE
16 CORPORATION WHICH ARE INCONSISTENT WITH THE PROVISIONS OF THIS
17 [PART] SUBPART ON THE SAME SUBJECT, THE PROVISIONS OF CANON LAW
18 SHALL CONTROL TO THE EXTENT, AND ONLY TO THE EXTENT, REQUIRED BY
19 THE CONSTITUTION OF THE UNITED STATES OR THE CONSTITUTION OF
20 PENNSYLVANIA, OR BOTH.
21 § [7107] 5108. LIMITATION ON INCORPORATION.
22 NO CORPORATION WHICH MIGHT BE INCORPORATED UNDER [ARTICLE B
23 OF] THIS [PART (RELATING TO DOMESTIC NONPROFIT CORPORATIONS)]
24 SUBPART SHALL HEREAFTER BE INCORPORATED EXCEPT UNDER THE
25 PROVISIONS OF [SUCH ARTICLE] THIS SUBPART.
26 § 5109. EXECUTION OF DOCUMENTS.
27 (A) GENERAL RULE.--ANY DOCUMENT FILED IN THE DEPARTMENT OF
28 STATE UNDER THIS TITLE BY A DOMESTIC NONPROFIT CORPORATION OR A
29 FOREIGN CORPORATION NOT-FOR-PROFIT SUBJECT TO THIS SUBPART MAY
30 BE EXECUTED ON BEHALF OF THE CORPORATION BY ANY ONE DULY
19870S1200B2515 - 414 -
1 AUTHORIZED OFFICER THEREOF. THE CORPORATE SEAL MAY BE AFFIXED
2 AND ATTESTED BUT THE AFFIXATION OR ATTESTATION OF THE CORPORATE
3 SEAL SHALL NOT BE NECESSARY FOR THE DUE EXECUTION OF ANY FILING
4 BY A CORPORATION UNDER THIS TITLE.
5 (B) CROSS REFERENCE.--SEE SECTION 135 (RELATING TO
6 REQUIREMENTS TO BE MET BY FILED DOCUMENTS.).
7 (C) TRANSITIONAL PROVISION.--THIS SECTION SUPERSEDES ANY
8 CONTRARY PROVISION OF THIS SUBPART ENACTED PRIOR TO THE
9 ENACTMENT OF THE ACT OF , 1988 (P.L. , NO. ), KNOWN
10 AS THE GENERAL ASSOCIATION ACT OF 1988.
11 ARTICLE B
12 DOMESTIC NONPROFIT CORPORATIONS GENERALLY
13 CHAPTER [73] 53
14 [APPLICATION OF ARTICLE;] INCORPORATION
15 SUBCHAPTER A
16 [SHORT TITLE AND APPLICATION OF ARTICLE
17 § 7301. SHORT TITLE OF ARTICLE.
18 (A) TITLE OF ARTICLE.--THIS ARTICLE SHALL BE KNOWN AND MAY
19 BE CITED AS THE "NONPROFIT CORPORATION LAW OF 1972."
20 (B) PRIOR LAW.--THE ACT OF MAY 5, 1933 (P.L.289, NO.105)
21 SHALL BE KNOWN AND MAY BE CITED AS THE "NONPROFIT CORPORATION
22 LAW OF 1933."
23 § 7302. APPLICATION OF ARTICLE.
24 (A) GENERAL RULE.--EXCEPT AS OTHERWISE PROVIDED IN
25 SUBSECTIONS (B) AND (C) OF THIS SECTION OR IN THE SCOPE
26 PROVISIONS OF SUBSEQUENT CHAPTERS OR OTHER PROVISIONS OF THIS
27 ARTICLE, THIS ARTICLE SHALL APPLY TO AND THE WORDS "CORPORATION"
28 OR "NONPROFIT CORPORATION" IN THIS ARTICLE SHALL MEAN A
29 "CORPORATION" AS DEFINED IN SECTION 7102 OF THIS TITLE (RELATING
30 TO APPLICATION OF PART).
19870S1200B2515 - 415 -
1 (B) FOREIGN CORPORATION EXCLUSION.--EXCEPT AS OTHERWISE
2 PROVIDED BY ARTICLE C OF THIS PART (RELATING TO FOREIGN
3 CORPORATIONS NOT-FOR-PROFIT) OR AS OTHERWISE EXPRESSLY PROVIDED
4 BY STATUTE, NO PROVISION OF THIS ARTICLE SHALL APPLY TO, AND THE
5 WORD "CORPORATION" IN THIS ARTICLE SHALL NOT INCLUDE, ANY
6 FOREIGN CORPORATION NOT-FOR-PROFIT.
7 (C) COOPERATIVE CORPORATION EXCLUSION.--EXCEPT AS OTHERWISE
8 EXPRESSLY PROVIDED BY STATUTE, NO PROVISION OF THIS ARTICLE
9 SHALL APPLY TO, AND THE WORD "CORPORATION" IN THIS ARTICLE SHALL
10 NOT INCLUDE, ANY DOMESTIC COOPERATIVE CORPORATION.
11 SUBCHAPTER B]
12 INCORPORATION GENERALLY
13 § [7311] 5301. PURPOSES.
14 * * *
15 § [7312] 5302. NUMBER AND QUALIFICATIONS OF INCORPORATORS.
16 * * *
17 § [7313] 5303. CORPORATE NAME.
18 (A) GENERAL RULE.--THE CORPORATE NAME MAY BE IN ANY
19 LANGUAGE, BUT MUST BE EXPRESSED IN ENGLISH LETTERS OR CHARACTERS
20 [AND SHALL NOT CONTAIN THE WORD "COOPERATIVE" OR AN ABBREVIATION
21 THEREOF]. THE CORPORATE NAME SHALL NOT IMPLY THAT THE
22 CORPORATION IS A GOVERNMENTAL AGENCY OF THE COMMONWEALTH OR OF
23 THE UNITED STATES, A BANK, BANK AND TRUST COMPANY, SAVINGS BANK,
24 PRIVATE BANK OR TRUST COMPANY, AS DEFINED IN THE BANKING CODE OF
25 1965, AN INSURANCE COMPANY WHICH MIGHT BE INCORPORATED UNDER THE
26 INSURANCE COMPANY LAW OF 1921, OR A PUBLIC UTILITY AS DEFINED IN
27 [THE PUBLIC UTILITY LAW] TITLE 66 (RELATING TO PUBLIC
28 UTILITIES).
29 * * *
30 § [7314] 5304. REQUIRED NAME CHANGES BY SENIOR CORPORATIONS.
19870S1200B2515 - 416 -
1 * * *
2 (B) ENFORCEMENT OF UNDERTAKING TO RELEASE NAME.--IF A
3 CORPORATION HAS USED A NAME THE SAME AS, OR DECEPTIVELY SIMILAR
4 TO, THE NAME OF ANOTHER CORPORATION OR NONPROFIT UNINCORPORATED
5 ASSOCIATION AS PERMITTED BY SECTION [7313] 5303(B)(1)(I)
6 (RELATING TO DUPLICATE USE OF NAMES) AND THE OTHER CORPORATION
7 OR NONPROFIT UNINCORPORATED ASSOCIATION CONTINUES TO USE ITS
8 NAME IN THIS COMMONWEALTH AND DOES NOT CHANGE ITS NAME, CEASE TO
9 DO BUSINESS, BE WOUND UP, OR WITHDRAW AS IT PROPOSED TO DO IN
10 ITS CONSENT OR CHANGE ITS NAME AS REQUIRED BY SUBSECTION (A),
11 ANY COURT OF COMPETENT JURISDICTION, UPON THE APPLICATION OF THE
12 ATTORNEY GENERAL, ACTING ON HIS OWN MOTION OR AT THE INSTANCE OF
13 ANY ADMINISTRATIVE DEPARTMENT, BOARD OR COMMISSION OF THIS
14 COMMONWEALTH, OR UPON THE APPLICATION OF ANY PERSON ADVERSELY
15 AFFECTED, MAY ENJOIN THE OTHER CORPORATION OR ASSOCIATION FROM
16 CONTINUING TO USE ITS NAME OR A NAME DECEPTIVELY SIMILAR
17 THERETO.
18 § [7315] 5305. RESERVATION OF CORPORATE NAME.
19 * * *
20 (C) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
21 STATEMENT).
22 § [7316] 5306. ARTICLES OF INCORPORATION.
23 * * *
24 § [7317] 5307. ADVERTISEMENT.
25 * * *
26 § [7318] 5308. FILING OF ARTICLES.
27 (A) GENERAL RULE.--THE ARTICLES OF INCORPORATION SHALL BE
28 FILED IN THE DEPARTMENT OF STATE.
29 (B) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
30 STATEMENT).
19870S1200B2515 - 417 -
1 § [7319] 5309. EFFECT OF FILING OF ARTICLES OF INCORPORATION.
2 UPON THE FILING OF THE ARTICLES OF INCORPORATION IN THE
3 DEPARTMENT OF STATE, THE CORPORATE EXISTENCE SHALL BEGIN.
4 SUBJECT TO THE PROVISIONS OF SECTION [7990 OF THIS TITLE] 503
5 (RELATING TO ACTIONS TO REVOKE CORPORATE FRANCHISES), THE
6 ARTICLES OF INCORPORATION FILED IN THE DEPARTMENT OF STATE, OR
7 APPROVED BY THE COURT AND RECORDED IN THE OFFICE OF THE RECORDER
8 OF DEEDS UNDER THE FORMER PROVISIONS OF LAW, SHALL BE CONCLUSIVE
9 EVIDENCE OF THE FACT THAT THE CORPORATION HAS BEEN INCORPORATED.
10 § [7320] 5310. ORGANIZATION MEETING.
11 * * *
12 § [7321] 5311. FILING OF CERTIFICATE OF SUMMARY OF RECORD BY
13 CERTAIN CORPORATIONS [INCORPORATED PRIOR TO 1973].
14 * * *
15 (C) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
16 STATEMENT).
17 SUBCHAPTER [C] B
18 SPECIAL PROCEDURES APPLICABLE TO CERTAIN
19 CORPORATIONS
20 § [7341] 5331. UNINCORPORATED ASSOCIATIONS.
21 * * *
22 SUBCHAPTER C
23 REVIVAL
24 (RESERVED)
25 CHAPTER [75] 55
26 CORPORATE POWERS, DUTIES AND SAFEGUARDS
27 SUBCHAPTER A
28 GENERAL PROVISIONS
29 § [7501] 5501. CORPORATE CAPACITY.
30 * * *
19870S1200B2515 - 418 -
1 § [7502] 5502. GENERAL POWERS.
2 (A) GENERAL RULE.--SUBJECT TO THE LIMITATIONS AND
3 RESTRICTIONS IMPOSED BY STATUTE AND, EXCEPT AS OTHERWISE
4 PROVIDED IN PARAGRAPH (4) OF THIS SUBSECTION, SUBJECT TO THE
5 LIMITATIONS AND RESTRICTIONS CONTAINED IN ITS ARTICLES, EVERY
6 NONPROFIT CORPORATION SHALL HAVE POWER:
7 (1) TO CONTINUE AS A CORPORATION FOR THE TIME SPECIFIED
8 IN ITS ARTICLES, SUBJECT TO THE POWER OF THE ATTORNEY GENERAL
9 UNDER SECTION [7990 OF THIS TITLE] 503 (RELATING TO ACTIONS
10 TO REVOKE CORPORATE FRANCHISES) AND TO THE POWER OF THE
11 GENERAL ASSEMBLY UNDER THE CONSTITUTION OF PENNSYLVANIA.
12 * * *
13 § [7503] 5503. DEFENSE OF ULTRA VIRES.
14 (A) GENERAL RULE.--NO LIMITATION UPON THE BUSINESS, PURPOSE
15 OR PURPOSES, OR POWERS OF A NONPROFIT CORPORATION, EXPRESSED OR
16 IMPLIED IN ITS ARTICLES OR IMPLIED BY LAW, SHALL BE ASSERTED IN
17 ORDER TO DEFEND ANY ACTION AT LAW OR IN EQUITY BETWEEN THE
18 CORPORATION AND A THIRD PERSON, OR BETWEEN A MEMBER AND THIRD
19 PERSON, INVOLVING ANY CONTRACT TO WHICH THE CORPORATION IS A
20 PARTY OR ANY RIGHT OF PROPERTY OR ANY ALLEGED LIABILITY OF
21 WHATSOEVER NATURE; BUT SUCH LIMITATION MAY BE ASSERTED:
22 * * *
23 (3) IN A PROCEEDING BY THE COMMONWEALTH UNDER SECTION
24 [7990 OF THIS TITLE] 503 (RELATING TO ACTIONS TO REVOKE
25 CORPORATE FRANCHISES), OR IN A PROCEEDING BY THE COMMONWEALTH
26 TO ENJOIN THE CORPORATION FROM THE DOING OF UNAUTHORIZED OR
27 UNLAWFUL BUSINESS.
28 * * *
29 § [7504] 5504. ADOPTION AND CONTENTS OF BYLAWS.
30 * * *
19870S1200B2515 - 419 -
1 (B) EXCEPTION.--EXCEPT AS PROVIDED IN SECTION [7320(A) OF
2 THIS TITLE] 5310(A) (RELATING TO ORGANIZATION MEETING), THE
3 BOARD OF DIRECTORS OR OTHER BODY SHALL NOT HAVE THE AUTHORITY TO
4 ADOPT A BYLAW ON ANY SUBJECT WHICH IS COMMITTED EXCLUSIVELY TO
5 THE MEMBERS BY ANY OF THE FOLLOWING PROVISIONS OF THIS ARTICLE:
6 (1) SECTION [7721] 5721 (RELATING TO [MANAGEMENT BY]
7 BOARD OF DIRECTORS).
8 (2) SECTION [7725(B)] 5725(B) (RELATING TO SELECTION OF
9 DIRECTORS).
10 (3) SECTION [7726(A)] 5726(A) (RELATING TO REMOVAL OF
11 DIRECTORS BY THE MEMBERS).
12 (4) SECTION [7726(B)] 5726(B) (RELATING TO REMOVAL OF
13 DIRECTORS BY THE BOARD).
14 (5) SECTION [7729] 5729 (RELATING TO VOTING RIGHTS OF
15 DIRECTORS).
16 (6) SECTION [7751(A)] 5751(A) (RELATING TO CLASSES AND
17 QUALIFICATIONS OF MEMBERS).
18 (7) SECTION [7752(C)] 5752(C) (RELATING TO RIGHTS OF
19 SHAREHOLDERS).
20 (8) SECTION [7754(A)] 5754(A) (RELATING TO MEMBERS
21 GROUPED IN LOCAL UNITS).
22 (9) SECTION [7755(A)] 5755(A) (RELATING TO REGULAR
23 MEETINGS).
24 (10) SECTION [7756] 5756 (RELATING TO QUORUM).
25 (11) SECTION [7757] 5757 (RELATING TO ACTION BY
26 MEMBERS).
27 (12) SECTION [7758] 5758 (RELATING TO VOTING RIGHTS OF
28 MEMBERS).
29 (13) SECTION [7759(A)] 5759(A) (RELATING TO VOTING AND
30 OTHER ACTION BY PROXY).
19870S1200B2515 - 420 -
1 (14) SECTION [7760(A)] 5760(A) (RELATING TO VOTING IN
2 NONPROFIT CORPORATION MATTERS).
3 (15) SECTION [7762] 5762 (RELATING TO JUDGES OF
4 ELECTION).
5 (16) SECTION [7767(A)] 5766(A) (RELATING TO TERMINATION
6 AND TRANSFER OF MEMBERSHIP).
7 (17) SECTION [7768] 5767 (RELATING TO VOTING POWERS AND
8 OTHER RIGHTS OF CERTAIN SECURITY HOLDERS AND OTHER ENTITIES).
9 (18) SECTION [7967(C)] 5975(C) (RELATING TO WINDING UP
10 AND DISTRIBUTION).
11 (C) BYLAW PROVISIONS IN ARTICLES.--WHERE ANY PROVISION OF
12 THIS [PART] SUBPART REFERS TO A RULE AS SET FORTH IN THE BYLAWS
13 OF A CORPORATION SUCH REFERENCE SHALL BE CONSTRUED TO INCLUDE
14 AND BE SATISFIED BY ANY RULE ON THE SAME SUBJECT AS SET FORTH IN
15 THE ARTICLES OF THE CORPORATION.
16 § [7505] 5505. PERSONS BOUND BY BYLAWS.
17 * * *
18 § [7506] 5506. FORM OF EXECUTION OF INSTRUMENTS.
19 * * *
20 § [7507] 5507. REGISTERED OFFICE.
21 * * *
22 (C) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
23 STATEMENT).
24 § [7508] 5508. CORPORATE RECORDS; INSPECTION.
25 * * *
26 § [7509] 5509. BYLAWS AND OTHER POWERS IN EMERGENCY.
27 * * *
28 § 5510. (RESERVED).
29 § [7510] 5511. ESTABLISHMENT OF SUBORDINATE UNITS.
30 * * *
19870S1200B2515 - 421 -
1 SUBCHAPTER B
2 FINANCIAL MATTERS
3 § [7541] 5541. CAPITAL CONTRIBUTIONS OF MEMBERS.
4 * * *

Historical Act text part 8

5 (C) EVIDENCE OF CONTRIBUTION.--THE CAPITAL CONTRIBUTION OF A
6 MEMBER SHALL BE RECORDED ON THE BOOKS OF THE CORPORATION AND MAY
7 BE EVIDENCED BY A WRITTEN INSTRUMENT DELIVERED TO THE MEMBER,
8 BUT SUCH INSTRUMENT SHALL NOT BE DENOMINATED A "SHARE
9 CERTIFICATE" OR BY ANY OTHER WORD OR TERM IMPLYING THAT THE
10 INSTRUMENT IS A SHARE CERTIFICATE SUBJECT TO SECTION [7752 OF
11 THIS TITLE] 5752 (RELATING TO ORGANIZATION ON A STOCK SHARE
12 BASIS).
13 * * *
14 § [7542] 5542. SUBVENTIONS.
15 * * *
16 § [7543] 5543. DEBT AND SECURITY INTERESTS.
17 * * *
18 § [7544] 5543.1. USURY NOT A DEFENSE.
19 * * *
20 § [7545] 5544. FEES, DUES AND ASSESSMENTS.
21 * * *
22 § [7546] 5545. INCOME FROM CORPORATE ACTIVITIES.
23 A NONPROFIT CORPORATION WHOSE LAWFUL ACTIVITIES INVOLVE AMONG
24 OTHER THINGS THE CHARGING OF FEES OR PRICES FOR ITS SERVICES OR
25 PRODUCTS, SHALL HAVE THE RIGHT TO RECEIVE SUCH INCOME AND, IN SO
26 DOING, MAY MAKE AN INCIDENTAL PROFIT. ALL SUCH INCIDENTAL
27 PROFITS SHALL BE APPLIED TO THE MAINTENANCE AND OPERATION OF THE
28 LAWFUL ACTIVITIES OF THE CORPORATION, AND IN NO CASE SHALL BE
29 DIVIDED OR DISTRIBUTED IN ANY MANNER WHATSOEVER AMONG THE
30 MEMBERS, DIRECTORS, OR OFFICERS OF THE CORPORATION. AS USED IN
19870S1200B2515 - 422 -
1 THIS SECTION THE TERMS FEES OR PRICES DO NOT INCLUDE RATES OF
2 CONTRIBUTION, FEES OR DUES LEVIED UNDER AN INSURANCE CERTIFICATE
3 ISSUED BY A FRATERNAL BENEFIT SOCIETY, SO LONG AS THE
4 DISTRIBUTION OF PROFITS ARISING FROM SAID FEES OR PRICES IS
5 LIMITED TO THE PURPOSES SET FORTH IN THIS SECTION AND SECTION
6 [7553] 5551 (RELATING TO DIVIDENDS PROHIBITED; COMPENSATION AND
7 CERTAIN PAYMENTS AUTHORIZED).
8 § [7547] 5546. PURCHASE, SALE, MORTGAGE AND LEASE OF REAL
9 PROPERTY.
10 * * *
11 § [7548] 5546.1. INSOLVENCY OR BANKRUPTCY.
12 * * *
13 § [7549] 5547. AUTHORITY TO TAKE AND HOLD TRUST PROPERTY.
14 * * *
15 (B) NONDIVERSION OF CERTAIN PROPERTY.--PROPERTY COMMITTED TO
16 CHARITABLE PURPOSES SHALL NOT, BY ANY PROCEEDING UNDER CHAPTER
17 [79 OF THIS TITLE] 59 (RELATING TO FUNDAMENTAL CHANGES) OR
18 OTHERWISE, BE DIVERTED FROM THE OBJECTS TO WHICH IT WAS DONATED,
19 GRANTED OR DEVISED, UNLESS AND UNTIL THE BOARD OF DIRECTORS OR
20 OTHER BODY OBTAINS FROM THE COURT AN ORDER UNDER [THE ESTATES
21 ACT OF 1947] 20 PA.C.S. CH. 61 (RELATING TO ESTATES) SPECIFYING
22 THE DISPOSITION OF THE PROPERTY.
23 § [7550] 5548. INVESTMENT OF TRUST FUNDS.
24 * * *
25 (D) SCOPE OF SECTION.--THIS SECTION SHALL APPLY TO ASSETS
26 HEREAFTER RECEIVED PURSUANT TO SECTION [7549 OF THIS TITLE] 5547
27 (RELATING TO AUTHORITY TO TAKE AND HOLD TRUST PROPERTY), TO
28 ASSETS HERETOFORE SO RECEIVED AND HELD AT THE TIME WHEN THIS
29 ARTICLE TAKES EFFECT AND TO REINVESTMENTS OF ALL SUCH ASSETS.
30 * * *
19870S1200B2515 - 423 -
1 § [7551] 5549. TRANSFER OF TRUST OR OTHER ASSETS TO
2 INSTITUTIONAL TRUSTEE.
3 (A) GENERAL RULE.--ANY NONPROFIT CORPORATION HOLDING OR
4 RECEIVING ASSETS UNDER SECTION [7549 OF THIS TITLE] 5547
5 (RELATING TO AUTHORITY TO TAKE AND HOLD TRUST PROPERTY) MAY, BY
6 APPROPRIATE ACTION OF ITS BOARD OF DIRECTORS OR OTHER BODY,
7 TRANSFER, WHICH TRANSFER MAY BE EITHER REVOCABLE OR IRREVOCABLE,
8 ANY SUCH ASSETS TO A CORPORATE TRUSTEE, WHICH SHALL BE A BANK
9 AND TRUST COMPANY OR A TRUST COMPANY INCORPORATED UNDER THE LAWS
10 OF THIS COMMONWEALTH OR A NATIONAL BANKING ASSOCIATION HAVING
11 FIDUCIARY POWERS AND HAVING ITS PRINCIPAL OFFICE IN THIS
12 COMMONWEALTH, AS TRUSTEE AND WITH LIKE INVESTMENT RESTRICTIONS.
13 IN LIKE MANNER THE CORPORATION MAY TRANSFER, WHICH TRANSFER
14 SHALL BE REVOCABLE, ANY OTHER PART OF ITS ASSETS TO SUCH A
15 CORPORATE TRUSTEE, SUBJECT TO THE SAME POWERS, RESTRICTIONS AND
16 OBLIGATIONS WITH RESPECT TO INVESTMENT AS ARE APPLICABLE TO THE
17 CORPORATION ITSELF.
18 * * *
19 § [7552] 5550. DEVISES, BEQUESTS AND GIFTS AFTER CERTAIN
20 FUNDAMENTAL CHANGES.
21 * * *
22 § [7553] 5551. DIVIDENDS PROHIBITED; COMPENSATION AND CERTAIN
23 PAYMENTS AUTHORIZED.
24 * * *
25 § [7554] 5552. LIABILITIES OF MEMBERS.
26 * * *
27 § [7555] 5553. ANNUAL REPORT OF DIRECTORS OR OTHER BODY.
28 * * *
29 SUBCHAPTER C
30 COMMON TRUST FUNDS
19870S1200B2515 - 424 -
1 § [7581] 5585. ESTABLISHMENT OR USE OF COMMON TRUST FUNDS
2 AUTHORIZED.
3 (A) GENERAL RULE.--EVERY NONPROFIT CORPORATION MAY ESTABLISH
4 AND MAINTAIN ONE OR MORE COMMON TRUST FUNDS, THE ASSETS OF WHICH
5 SHALL BE HELD, INVESTED AND REINVESTED BY THE CORPORATION ITSELF
6 OR BY A CORPORATE TRUSTEE TO WHICH THE ASSETS HAVE BEEN
7 TRANSFERRED PURSUANT TO SECTION [7551 OF THIS TITLE] 5549
8 (RELATING TO TRANSFER OF TRUST OR OTHER ASSETS TO INSTITUTIONAL
9 TRUSTEE). UPON THE PAYMENT BY THE CORPORATE TRUSTEE TO THE
10 NONPROFIT CORPORATION OF THE NET INCOME FROM SUCH ASSETS, FOR
11 USE AND APPLICATION TO THE SEVERAL PARTICIPATING INTERESTS IN
12 SUCH COMMON TRUST FUND, THE PROPORTIONATE PARTICIPATION OF EACH
13 INTEREST IN SUCH NET INCOME SHALL BE DESIGNATED BY THE CORPORATE
14 TRUSTEE. THE NONPROFIT CORPORATION MAY, AT ANY TIME, WITHDRAW
15 THE WHOLE OR PART OF ANY PARTICIPATING INTEREST IN SUCH COMMON
16 TRUST FUND FOR DISTRIBUTION BY IT AS PROVIDED IN THIS
17 SUBCHAPTER.
18 * * *
19 § [7582] 5586. RESTRICTIONS ON INVESTMENTS.
20 * * *
21 § [7583] 5587. DETERMINATION OF INTERESTS.
22 A NONPROFIT CORPORATION SHALL INVEST THE ASSETS OF A TRUST OR
23 FUND IN A COMMON TRUST FUND AUTHORIZED BY THIS SUBCHAPTER BY
24 ADDING SUCH ASSETS THERETO, AND BY APPORTIONING A PARTICIPATION
25 THEREIN TO SUCH TRUST OR FUND IN THE PROPORTION THAT THE ASSETS
26 OF THE TRUST OR FUND ADDED THERETO BEARS TO THE AGGREGATE VALUE
27 OF ALL THE ASSETS OF SUCH COMMON TRUST FUND AT THE TIME OF SUCH
28 INVESTMENT, INCLUDING IN SUCH ASSETS THE ASSETS OF THE TRUST OR
29 FUND SO ADDED. THE WITHDRAWAL OF A PARTICIPATION FROM SUCH
30 COMMON TRUST FUND SHALL BE ON A BASIS OF ITS PROPORTIONATE
19870S1200B2515 - 425 -
1 INTEREST IN THE AGGREGATE VALUE OF ALL THE ASSETS OF SUCH COMMON
2 TRUST FUND AT THE TIME OF SUCH WITHDRAWAL. THE PARTICIPATING
3 INTEREST OF ANY TRUST OR FUND IN SUCH COMMON TRUST FUND MAY FROM
4 TIME TO TIME BE WITHDRAWN, IN WHOLE OR IN PART, BY THE
5 CORPORATION. UPON SUCH WITHDRAWALS THE CORPORATION MAY MAKE
6 DISTRIBUTION IN CASH, OR RATABLY IN KIND, OR PARTLY IN CASH AND
7 PARTLY IN KIND. PARTICIPATIONS IN SUCH COMMON TRUST FUNDS SHALL
8 NOT BE SOLD BY THE CORPORATION TO ANY OTHER CORPORATION OR
9 PERSON, BUT THIS SENTENCE SHALL NOT PREVENT A CORPORATE TRUSTEE
10 DESIGNATED UNDER SECTION [7581 OF THIS TITLE] 5585 (RELATING TO
11 ESTABLISHMENT OR USE OF COMMON TRUST FUNDS AUTHORIZED) FROM
12 INVESTING THE ASSETS OF SUCH A COMMON TRUST FUND IN ANY
13 COLLECTIVE INVESTMENT FUND ESTABLISHED AND MAINTAINED BY IT IN
14 ACCORDANCE WITH LAW AND TO WHICH THE ASSETS COMPRISING SUCH A
15 COMMON TRUST FUND ARE ELIGIBLE CONTRIBUTIONS.
16 § [7584] 5588. AMORTIZATION OF PREMIUMS ON SECURITIES HELD.
17 * * *
18 § [7585] 5589. RECORDS; OWNERSHIP OF ASSETS.
19 * * *
20 CHAPTER [77] 57
21 OFFICERS, DIRECTORS AND MEMBERS
22 SUBCHAPTER A
23 NOTICE AND MEETINGS GENERALLY
24 § [7701] 5701. APPLICABILITY OF SUBCHAPTER.
25 THE PROVISIONS OF THIS SUBCHAPTER SHALL APPLY TO EVERY
26 NONPROFIT CORPORATION UNLESS OTHERWISE RESTRICTED:
27 (1) BY ANY OTHER PROVISION OF THIS ARTICLE; OR
28 (2) EXCEPT WITH RESPECT TO SECTION [7708 OF THIS TITLE]
29 5707 (RELATING TO EXCEPTION TO REQUIREMENT OF NOTICE), IN THE
30 BYLAWS.
19870S1200B2515 - 426 -
1 § [7702] 5702. MANNER OF GIVING NOTICE.
2 * * *
3 § [7703] 5702.1. OPTIONAL PROCEDURES FOR GIVING OF NOTICE.
4 * * *
5 § [7704] 5703. PLACE AND NOTICE OF MEETINGS OF BOARD OF
6 DIRECTORS OR OTHER BODY.
7 * * *
8 § [7705] 5704. PLACE AND NOTICE OF MEETINGS OF MEMBERS.
9 * * *
10 § [7706] 5705. WAIVER OF NOTICE.
11 * * *
12 § [7707] 5706. MODIFICATION OF PROPOSAL CONTAINED IN NOTICE.
13 * * *
14 § [7708] 5707. EXCEPTION TO REQUIREMENT OF NOTICE.
15 * * *
16 § [7709] 5708. USE OF CONFERENCE TELEPHONE AND SIMILAR
17 EQUIPMENT.
18 * * *
19 SUBCHAPTER B
20 DIRECTORS, OFFICERS AND MEMBERS OF
21 AN OTHER BODY
22 § [7721. MANAGEMENT BY BOARD] 5721. BOARD OF DIRECTORS.
23 * * *
24 § [7722] 5722. QUALIFICATIONS OF DIRECTORS.
25 * * *
26 § [7723] 5723. NUMBER OF DIRECTORS.
27 * * *
28 § [7724] 5724. TERM OF OFFICE OF DIRECTORS.
29 * * *
30 § [7725] 5725. SELECTION OF DIRECTORS.
19870S1200B2515 - 427 -
1 * * *
2 § [7726] 5726. REMOVAL OF DIRECTORS.
3 * * *
4 § [7727] 5727. QUORUM OF AND ACTION BY DIRECTORS.
5 * * *
6 § [7728] 5728. INTERESTED MEMBERS, DIRECTORS OR OFFICERS;
7 QUORUM.
8 * * *
9 § [7729] 5729. VOTING RIGHTS OF DIRECTORS.
10 * * *
11 § [7730] 5730. COMPENSATION OF DIRECTORS.
12 * * *
13 § [7731] 5731. EXECUTIVE AND OTHER COMMITTEES OF THE BOARD.
14 * * *
15 [(C) EFFECT ON RESPONSIBILITY OF BOARD.--THE ESTABLISHMENT
16 OF ANY COMMITTEE OF THE BOARD OF DIRECTORS AND THE DELEGATION
17 THERETO OF POWER AND AUTHORITY SHALL NOT ALONE RELIEVE ANY
18 DIRECTOR OF HIS DUTY TO THE CORPORATION UNDER SECTION 7734 OF
19 THIS TITLE (RELATING TO RELATION OF DIRECTORS AND OFFICERS TO
20 CORPORATION).]
21 § [7732] 5732. OFFICERS.
22 * * *
23 § [7733] 5733. REMOVAL OF OFFICERS AND AGENTS.
24 * * *
25 § [7735] 5734. OTHER BODY.
26 THE LIMITATIONS, SAFEGUARDS AND PROCEDURES OF THIS SUBCHAPTER
27 APPLICABLE TO THE BOARD OF DIRECTORS SHALL BE APPLICABLE ALSO TO
28 ANY "OTHER BODY" AS DEFINED IN SECTION [7103 OF THIS TITLE] 5103
29 (RELATING TO DEFINITIONS).
30 SUBCHAPTER C
19870S1200B2515 - 428 -
1 INDEMNIFICATION
2 § [7741] 5741. THIRD PARTY ACTIONS.
3 * * *
4 § [7742] 5742. DERIVATIVE ACTIONS.
5 * * *
6 § [7743] 5743. MANDATORY INDEMNIFICATION.
7 NOTWITHSTANDING ANY CONTRARY PROVISION OF ITS ARTICLES OR
8 BYLAWS, TO THE EXTENT THAT A REPRESENTATIVE OF A NONPROFIT
9 CORPORATION HAS BEEN SUCCESSFUL ON THE MERITS OR OTHERWISE IN
10 DEFENSE OF ANY ACTION, SUIT OR PROCEEDING REFERRED TO IN SECTION
11 [7741 OF THIS TITLE] 5741 (RELATING TO THIRD PARTY ACTIONS) OR
12 SECTION [7742 OF THIS TITLE] 5742 (RELATING TO DERIVATIVE
13 ACTIONS) OR IN DEFENSE OF ANY CLAIM, ISSUE OR MATTER THEREIN, HE
14 SHALL BE INDEMNIFIED AGAINST EXPENSES (INCLUDING ATTORNEYS'
15 FEES) ACTUALLY AND REASONABLY INCURRED BY HIM IN CONNECTION
16 THEREWITH.
17 § [7744] 5744. PROCEDURE FOR EFFECTING INDEMNIFICATION.
18 UNLESS ORDERED BY A COURT, ANY INDEMNIFICATION UNDER SECTION
19 [7741 OF THIS TITLE] 5741 (RELATING TO THIRD PARTY ACTIONS) OR
20 SECTION [7742 OF THIS TITLE] 5742 (RELATING TO DERIVATIVE
21 ACTIONS) SHALL BE MADE BY THE CORPORATION ONLY AS AUTHORIZED IN
22 THE SPECIFIC CASE UPON A DETERMINATION THAT INDEMNIFICATION OF
23 THE REPRESENTATIVE IS PROPER IN THE CIRCUMSTANCES BECAUSE HE HAS
24 MET THE APPLICABLE STANDARD OF CONDUCT SET FORTH IN SUCH
25 SECTION. SUCH DETERMINATION SHALL BE MADE:
26 (1) BY THE BOARD OF DIRECTORS BY A MAJORITY VOTE OF A
27 QUORUM CONSISTING OF DIRECTORS WHO WERE NOT PARTIES TO SUCH
28 ACTION, SUIT OR PROCEEDING;
29 (2) IF SUCH A QUORUM IS NOT OBTAINABLE, OR, EVEN IF
30 OBTAINABLE A MAJORITY VOTE OF A QUORUM OF DISINTERESTED
19870S1200B2515 - 429 -
1 DIRECTORS SO DIRECTS, BY INDEPENDENT LEGAL COUNSEL IN A
2 WRITTEN OPINION;
3 (3) BY SUCH OTHER BODY AS MAY BE PROVIDED IN THE BYLAWS;
4 OR
5 (4) BY THE MEMBERS.
6 § [7745. ADVANCING EXPENSES] 5745. (RESERVED).
7 [EXPENSES INCURRED IN DEFENDING A CIVIL OR CRIMINAL ACTION,
8 SUIT OR PROCEEDING MAY BE PAID BY A NONPROFIT CORPORATION IN
9 ADVANCE OF THE FINAL DISPOSITION OF SUCH ACTION, SUIT OR
10 PROCEEDING AS AUTHORIZED BY THE BOARD OF DIRECTORS OR OTHER BODY
11 IN A SPECIFIC CASE UPON RECEIPT OF AN UNDERTAKING BY OR ON
12 BEHALF OF THE REPRESENTATIVE TO REPAY SUCH AMOUNT UNLESS IT
13 SHALL ULTIMATELY BE DETERMINED THAT HE IS ENTITLED TO BE
14 INDEMNIFIED BY THE CORPORATION AS AUTHORIZED IN THIS
15 SUBCHAPTER.]
16 § [7746] 5746. SCOPE OF SUBCHAPTER.
17 * * *
18 (B) TRUST PROPERTY.--THIS SUBCHAPTER SHALL NOT AFFECT THE
19 LIABILITY OF A REPRESENTATIVE WITH RESPECT TO THE ADMINISTRATION
20 OF ASSETS HELD BY THE CORPORATION PURSUANT TO SECTION [7549 OF
21 THIS TITLE] 5547 (RELATING TO AUTHORITY TO TAKE AND HOLD TRUST
22 PROPERTY).
23 § [7747] 5747. POWER TO PURCHASE INSURANCE.
24 * * *
25 § [7748] 5748. APPLICATION TO SURVIVING OR NEW CORPORATIONS.
26 * * *
27 SUBCHAPTER D
28 MEMBERS
29 § [7751] 5751. CLASSES AND QUALIFICATIONS OF MEMBERSHIP.
30 * * *
19870S1200B2515 - 430 -
1 § [7752] 5752. ORGANIZATION ON A STOCK SHARE BASIS.
2 * * *
3 § [7753] 5753. MEMBERSHIP CERTIFICATES.
4 * * *
5 § [7754] 5754. MEMBERS GROUPED IN LOCAL UNITS.
6 * * *
7 § [7755] 5755. TIME OF HOLDING MEETINGS OF MEMBERS.
8 * * *
9 § [7756] 5756. QUORUM.
10 * * *
11 § [7757] 5757. ACTION BY MEMBERS.
12 * * *
13 § [7758] 5758. VOTING RIGHTS OF MEMBERS.
14 * * *
15 § [7759] 5759. VOTING AND OTHER ACTION BY PROXY.
16 * * *
17 § [7760] 5760. VOTING BY CORPORATIONS.
18 * * *
19 § [7761] 5761. DETERMINATION OF MEMBERS OF RECORD.
20 * * *
21 § [7762] 5762. JUDGES OF ELECTION.
22 * * *
23 § [7763] 5763. CONSENT OF MEMBERS IN LIEU OF MEETING.
24 * * *
25 § [7764] 5764. APPOINTMENT OF CUSTODIAN OF CORPORATION ON
26 DEADLOCK OR OTHER CAUSE.
27 (A) GENERAL RULE.--THE COURT, UPON APPLICATION OF ANY
28 MEMBER, MAY APPOINT ONE OR MORE PERSONS TO BE CUSTODIANS OF AND
29 FOR ANY NONPROFIT CORPORATION WHEN IT IS MADE TO APPEAR:
30 * * *
19870S1200B2515 - 431 -
1 (2) THAT ANY OF THE CONDITIONS SPECIFIED IN SECTION
2 [7981 OF THIS TITLE] 5981 (RELATING TO PROCEEDINGS UPON
3 PETITION OF MEMBER [OR DIRECTOR], ETC.) EXISTS WITH RESPECT
4 TO THE CORPORATION.
5 (B) POWER AND TITLE OF CUSTODIAN.--A CUSTODIAN APPOINTED
6 UNDER THIS SECTION SHALL HAVE ALL THE POWER AND TITLE OF A
7 RECEIVER APPOINTED UNDER SUBCHAPTER [F] G OF CHAPTER [79 OF THIS
8 TITLE] 59 (RELATING TO INVOLUNTARY LIQUIDATION AND DISSOLUTION),
9 BUT THE AUTHORITY OF THE CUSTODIAN SHALL BE TO CONTINUE THE
10 BUSINESS OF THE CORPORATION AND NOT TO LIQUIDATE ITS AFFAIRS AND
11 DISTRIBUTE ITS ASSETS, EXCEPT WHEN THE COURT SHALL OTHERWISE
12 ORDER AND EXCEPT IN CASES ARISING UNDER [PARAGRAPHS (1) THROUGH
13 (3) OF SECTION 7981 OF THIS TITLE] SECTION 5981(1), (2) AND (3)
14 (RELATING TO PROCEEDINGS UPON PETITION OF MEMBER [OR DIRECTOR],
15 ETC.).
16 § [7765] 5764.1. ACTIONS BY MEMBERS TO ENFORCE A SECONDARY
17 RIGHT.
18 * * *
19 (C) SECURITY FOR COSTS.--IN ANY SUCH ACTION INSTITUTED OR
20 MAINTAINED BY LESS THAN THE SMALLER OF 50 MEMBERS OF ANY CLASS
21 OR 5% OF THE MEMBERS OF ANY CLASS OF SUCH NONPROFIT CORPORATION
22 THE CORPORATION IN WHOSE RIGHT SUCH ACTION IS BROUGHT SHALL BE
23 ENTITLED AT ANY STAGE OF THE PROCEEDINGS TO REQUIRE THE
24 PLAINTIFF OR PLAINTIFFS TO GIVE SECURITY FOR THE REASONABLE
25 EXPENSES, INCLUDING ATTORNEYS' FEES, WHICH MAY BE INCURRED BY IT
26 IN CONNECTION THEREWITH, FOR WHICH IT MAY BECOME LIABLE PURSUANT
27 TO SECTION [7743 OF THIS TITLE] 5743 (RELATING TO MANDATORY
28 INDEMNIFICATION) (BUT ONLY INSOFAR AS RELATES TO ACTIONS BY OR
29 IN THE RIGHT OF THE CORPORATION) TO WHICH SECURITY THE
30 CORPORATION SHALL HAVE RECOURSE IN SUCH AMOUNT AS THE COURT
19870S1200B2515 - 432 -
1 HAVING JURISDICTION SHALL DETERMINE UPON THE TERMINATION OF SUCH
2 ACTION. THE AMOUNT OF SUCH SECURITY MAY, FROM TIME TO TIME, BE
3 INCREASED OR DECREASED IN THE DISCRETION OF THE COURT HAVING
4 JURISDICTION OF SUCH ACTION UPON SHOWING THAT THE SECURITY
5 PROVIDED HAS OR MAY BECOME INADEQUATE OR EXCESSIVE. SUCH
6 SECURITY MAY BE DENIED OR LIMITED IN THE DISCRETION OF THE COURT
7 UPON PRELIMINARY SHOWING TO THE COURT, BY PETITION, AND
8 AFFIDAVITS AND DEPOSITIONS AS MAY BE REQUIRED BY THE COURT,
9 ESTABLISHING PRIMA FACIE THAT THE REQUIREMENT OF SECURITY OR
10 FULL SECURITY WOULD IMPOSE UNDUE HARDSHIP ON PLAINTIFFS AND
11 SERIOUS INJUSTICE WOULD RESULT.
12 * * *
13 § [7766] 5765. REDUCTION OF MEMBERSHIP BELOW STATED NUMBER.
14 * * *
15 § [7767] 5766. TERMINATION AND TRANSFER OF MEMBERSHIP.
16 * * *
17 (B) EXPULSION.--
18 (1) NO MEMBER SHALL BE EXPELLED FROM ANY NONPROFIT
19 CORPORATION WITHOUT NOTICE, TRIAL AND CONVICTION, THE FORM OF
20 WHICH SHALL BE PRESCRIBED BY THE BYLAWS.
21 (2) PARAGRAPH (1) OF THIS SUBSECTION SHALL NOT APPLY TO
22 TERMINATION OF MEMBERSHIP PURSUANT TO SECTION [7545 OF THIS
23 TITLE] 5544(C) (RELATING TO ENFORCEMENT OF PAYMENT OF FEES,
24 DUES AND ASSESSMENTS).
25 * * *
26 § [7768] 5767. VOTING POWERS AND OTHER RIGHTS OF CERTAIN
27 [SECURITY HOLDERS] SECURITYHOLDERS AND OTHER
28 ENTITIES.
29 * * *
30 SUBCHAPTER E
19870S1200B2515 - 433 -
1 DERIVATIVE ACTIONS
2 (RESERVED)
3 SUBCHAPTER F
4 JUDICIAL SUPERVISION OF CORPORATE ACTION
5 § [7781] 5791. CORPORATE ACTION SUBJECT TO SUBCHAPTER.
6 * * *
7 § [7782] 5792. PROCEEDINGS PRIOR TO CORPORATE ACTION.
8 * * *
9 § [7783] 5793. REVIEW OF CONTESTED CORPORATE ACTION.
10 * * *
11 (B) POWERS AND PROCEDURES.--THE COURT MAY MAKE SUCH ORDERS
12 IN ANY SUCH CASE AS MAY BE JUST AND PROPER, WITH POWER TO
13 ENFORCE THE PRODUCTION OF ANY BOOKS, PAPERS AND RECORDS OF THE
14 CORPORATION AND OTHER RELEVANT EVIDENCE WHICH MAY RELATE TO THE
15 ISSUE. THE COURT SHALL PROVIDE FOR NOTICE OF THE PENDENCY OF THE
16 PROCEEDINGS UNDER THIS SECTION TO ALL PERSONS AFFECTED THEREBY.
17 IF IT IS DETERMINED THAT NO VALID CORPORATE ACTION HAS BEEN
18 TAKEN, THE COURT MAY ORDER A MEETING TO BE HELD IN ACCORDANCE
19 WITH SECTION [7782 OF THIS TITLE] 5792 (RELATING TO PROCEEDINGS
20 PRIOR TO CORPORATE ACTION).
21 CHAPTER [79] 59
22 FUNDAMENTAL CHANGES
23 SUBCHAPTER A
24 PRELIMINARY PROVISIONS
25 (RESERVED)
26 SUBCHAPTER B
27 AMENDMENT OF ARTICLES
28 § [7901] 5911. AMENDMENT OF ARTICLES AUTHORIZED.
29 * * *
30 § [7902] 5912. PROPOSAL OF AMENDMENTS.
19870S1200B2515 - 434 -
1 * * *
2 § [7903] 5913. NOTICE OF MEETING OF MEMBERS.
3 * * *
4 § [7904] 5914. ADOPTION OF AMENDMENTS.
5 * * *
6 (B) ADOPTION IN ABSENCE OF VOTING MEMBERS.--IF THE
7 CORPORATION HAS NO MEMBERS ENTITLED TO VOTE THEREON, THE
8 AMENDMENT SHALL BE DEEMED ADOPTED BY THE CORPORATION WHEN IT HAS
9 BEEN ADOPTED BY THE BOARD OF DIRECTORS OR OTHER BODY PURSUANT TO
10 SECTION [7902 OF THIS TITLE] 5912 (RELATING TO PROPOSAL OF
11 AMENDMENTS).
12 * * *
13 § [7905] 5915. ARTICLES OF AMENDMENT.
14 * * *
15 § [7906] 5916. FILING AND EFFECTIVENESS OF ARTICLES OF
16 AMENDMENT[; ADVERTISEMENT].
17 (A) FILING.--THE ARTICLES OF AMENDMENT SHALL BE FILED IN THE
18 DEPARTMENT OF STATE. SEE SECTION 134 (RELATING TO DOCKETING
19 STATEMENT).
20 (B) EFFECTIVENESS.--UPON THE FILING OF THE ARTICLES OF
21 AMENDMENT IN THE DEPARTMENT, OR UPON THE EFFECTIVE DATE
22 SPECIFIED IN THE ARTICLES OF AMENDMENT, WHICHEVER IS LATER, THE
23 AMENDMENT SHALL BECOME EFFECTIVE AND THE ARTICLES OF
24 INCORPORATION SHALL BE DEEMED TO BE AMENDED ACCORDINGLY. NO
25 AMENDMENT SHALL AFFECT ANY EXISTING CAUSE OF ACTION IN FAVOR OF
26 OR AGAINST THE CORPORATION, OR ANY PENDING ACTION TO WHICH THE
27 CORPORATION SHALL BE A PARTY, OR THE EXISTING RIGHTS OF PERSONS
28 OTHER THAN MEMBERS OR, EXCEPT AS OTHERWISE PROVIDED BY ORDER, IF
29 ANY, OBTAINED PURSUANT TO SECTION [7549(B) OF THIS TITLE]
30 5547(B) (RELATING TO NONDIVERSION OF CERTAIN PROPERTY) DIVERT
19870S1200B2515 - 435 -
1 ANY PROPERTY SUBJECT TO SUCH SECTION FROM THE PURPOSE OR
2 PURPOSES TO WHICH IT WAS COMMITTED. IN THE EVENT THE CORPORATE
3 NAME SHALL BE CHANGED BY THE AMENDMENT, NO ACTION BROUGHT BY OR
4 AGAINST THE CORPORATION UNDER ITS FORMER NAME SHALL BE ABATED
5 FOR THAT REASON.
6 (C) ADVERTISEMENT.--THE CORPORATION SHALL OFFICIALLY PUBLISH
7 NOTICE OF ITS INTENTION TO FILE OR THE FILING OF ARTICLES OF
8 AMENDMENT. THE NOTICE MAY APPEAR PRIOR TO OR AFTER THE DAY UPON
9 WHICH THE ARTICLES OF AMENDMENT ARE FILED IN THE DEPARTMENT, AND
10 SHALL SET FORTH BRIEFLY:
11 * * *
12 (2) A STATEMENT THAT THE ARTICLES OF AMENDMENT ARE TO BE
13 OR WERE FILED UNDER THE PROVISIONS OF THIS [ARTICLE] SUBPART.
14 * * *
15
16 SUBCHAPTER [B] C
17 MERGER, CONSOLIDATION AND SALE OF ASSETS
18 § [7921] 5921. MERGER AND CONSOLIDATION AUTHORIZED.
19 * * *
20 § [7922. PROPOSAL OF PLAN] 5922. PLAN OF MERGER OR
21 CONSOLIDATION.
22 * * *
23 § [7923] 5923. NOTICE OF MEETING OF MEMBERS.
24 * * *
25 § [7924] 5924. ADOPTION OF PLAN.
26 * * *
27 (B) ADOPTION IN ABSENCE OF VOTING MEMBERS.--IF THE MERGING
28 OR CONSOLIDATING CORPORATION HAS NO MEMBERS ENTITLED TO VOTE
29 THEREON, A PLAN OF MERGER OR CONSOLIDATION SHALL BE DEEMED
30 ADOPTED BY THE CORPORATION WHEN IT HAS BEEN ADOPTED BY THE BOARD
19870S1200B2515 - 436 -
1 OF DIRECTORS OR OTHER BODY PURSUANT TO SECTION [7922 OF THIS
2 TITLE] 5922 (RELATING TO [PROPOSAL OF] PLAN OF MERGER OR
3 CONSOLIDATION).
4 * * *
5 § [7925] 5925. AUTHORIZATION BY FOREIGN CORPORATIONS.
6 * * *
7 § [7926] 5926. ARTICLES OF MERGER OR CONSOLIDATION.
8 * * *
9 § [7927] 5927. FILING OF ARTICLES OF MERGER OR CONSOLIDATION.
10 (A) GENERAL RULE.--THE ARTICLES OF MERGER OR ARTICLES OF
11 CONSOLIDATION, AS THE CASE MAY BE, AND THE CERTIFICATES OR
12 STATEMENT, IF ANY, REQUIRED BY SECTION 139 (RELATING TO TAX
13 CLEARANCE OF CERTAIN FUNDAMENTAL TRANSACTIONS) SHALL BE FILED IN
14 THE DEPARTMENT OF STATE. [NO CERTIFICATE FROM ANY DEPARTMENT
15 EVIDENCING THE PAYMENT OF TAXES AND CHARGES SHALL BE REQUIRED IF
16 THE SURVIVING OR NEW CORPORATION IS TO BE A DOMESTIC
17 CORPORATION, OR SHALL, ON THE EFFECTIVE DATE OF THE MERGER OR
18 CONSOLIDATION, BE A QUALIFIED FOREIGN CORPORATION.]
19 (B) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
20 STATEMENT).
21 § [7928] 5928. EFFECTIVE DATE OF MERGER OR CONSOLIDATION.
22 * * *
23 § [7929] 5929. EFFECT OF MERGER OR CONSOLIDATION.
24 * * *
25 (B) PROPERTY RIGHTS.--EXCEPT AS OTHERWISE PROVIDED BY ORDER,
26 IF ANY, OBTAINED PURSUANT TO SECTION [7549(B) OF THIS TITLE]
27 5547(B)(RELATING TO NONDIVERSION OF CERTAIN PROPERTY), ALL THE
28 PROPERTY, REAL, PERSONAL, AND MIXED, AND FRANCHISES OF EACH OF
29 THE CORPORATIONS PARTIES TO THE PLAN OF MERGER OR CONSOLIDATION,
30 AND ALL DEBTS DUE ON WHATEVER ACCOUNT TO ANY OF THEM, INCLUDING
19870S1200B2515 - 437 -
1 SUBSCRIPTIONS FOR MEMBERSHIP AND OTHER CHOSES IN ACTION
2 BELONGING TO ANY OF THEM, SHALL BE TAKEN AND DEEMED TO BE
3 TRANSFERRED TO AND VESTED IN THE SURVIVING OR NEW CORPORATION,
4 AS THE CASE MAY BE, WITHOUT FURTHER ACT OR DEED. THE SURVIVING
5 OR NEW CORPORATION SHALL THENCEFORTH BE RESPONSIBLE FOR ALL THE
6 LIABILITIES AND OBLIGATIONS OF EACH OF THE CORPORATIONS SO
7 MERGED OR CONSOLIDATED. NO LIENS UPON THE PROPERTY OF THE
8 MERGING OR CONSOLIDATING CORPORATIONS SHALL BE IMPAIRED BY SUCH
9 MERGER OR CONSOLIDATION, AND ANY CLAIM EXISTING OR ACTION OR
10 PROCEEDING PENDING BY OR AGAINST ANY OF SUCH CORPORATIONS MAY BE
11 PROSECUTED TO JUDGMENT AS IF SUCH MERGER OR CONSOLIDATION HAD
12 NOT TAKEN PLACE, OR THE SURVIVING OR NEW CORPORATION MAY BE
13 PROCEEDED AGAINST OR SUBSTITUTED IN ITS PLACE. ANY DEVISE, GIFT
14 OR GRANT CONTAINED IN ANY WILL OR OTHER INSTRUMENT, IN TRUST OR
15 OTHERWISE, MADE BEFORE OR AFTER SUCH MERGER OR CONSOLIDATION, TO
16 OR FOR ANY OF THE CONSTITUENT CORPORATIONS, SHALL INURE TO THE
17 SURVIVING OR NEW CORPORATION, AS THE CASE MAY BE, SUBJECT TO
18 COMPLIANCE WITH THE REQUIREMENTS OF SECTION [7552 OF THIS TITLE]
19 5550 (RELATING TO DEVISES, BEQUESTS AND GIFTS AFTER CERTAIN
20 FUNDAMENTAL CHANGES).
21 * * *
22 § [7930] 5930. VOLUNTARY TRANSFER OF CORPORATE ASSETS.
23 (A) GENERAL RULE.--A NONPROFIT CORPORATION SHALL NOT SELL,
24 LEASE AWAY OR EXCHANGE ALL, OR SUBSTANTIALLY ALL, ITS PROPERTY
25 AND ASSETS, WITH OR WITHOUT GOOD WILL, UNLESS AND UNTIL A PLAN
26 OF SALE, LEASE OR EXCHANGE OF ASSETS WITH RESPECT THERETO SHALL
27 HAVE BEEN ADOPTED BY THE CORPORATION IN THE MANNER PROVIDED IN
28 THIS SUBCHAPTER WITH RESPECT TO THE ADOPTION OF A PLAN OF
29 MERGER. IN ORDER TO MAKE EFFECTIVE ANY PLAN OF SALE, LEASE OR
30 EXCHANGE OF ASSETS SO ADOPTED IT SHALL NOT BE NECESSARY TO FILE
19870S1200B2515 - 438 -
1 ANY ARTICLES OR OTHER DOCUMENT IN THE DEPARTMENT OF STATE, BUT
2 THE CORPORATION SHALL COMPLY WITH THE REQUIREMENTS OF SECTION
3 [7549(B) OF THIS TITLE] 5547(B) (RELATING TO NONDIVERSION OF
4 CERTAIN PROPERTY).
5 (B) EXCEPTIONS.--SUBSECTION (A) OF THIS SECTION SHALL NOT
6 APPLY TO A SALE, LEASE AWAY OR EXCHANGE OF ALL, OR SUBSTANTIALLY
7 ALL, THE PROPERTY AND ASSETS OF A CORPORATION WHEN MADE IN
8 CONNECTION WITH THE DISSOLUTION OR LIQUIDATION OF THE
9 CORPORATION. SUCH A TRANSACTION SHALL BE GOVERNED BY THE
10 PROVISIONS OF SUBCHAPTER [E OF THIS CHAPTER] F (RELATING TO
11 VOLUNTARY DISSOLUTION AND WINDING UP) OR SUBCHAPTER [F OF THIS
12 CHAPTER] G (RELATING TO INVOLUNTARY LIQUIDATION AND
13 DISSOLUTION), AS THE CASE MAY BE.
14 * * *
15 SUBCHAPTER [C] D
16 DIVISION
17 § [7941] 5951. DIVISION AUTHORIZED.
18 * * *
19 § [7942] 5952. PROPOSAL AND ADOPTION OF PLAN OF DIVISION.
20 * * *
21 (C) PROPOSAL AND ADOPTION.--THE PLAN OF DIVISION SHALL BE
22 PROPOSED AND ADOPTED, AND MAY BE TERMINATED, BY A DOMESTIC
23 NONPROFIT CORPORATION IN THE MANNER PROVIDED FOR THE PROPOSAL,
24 ADOPTION AND TERMINATION OF A PLAN OF MERGER IN SUBCHAPTER [B OF
25 THIS CHAPTER] C (RELATING TO MERGER, CONSOLIDATION AND SALE OF
26 ASSETS) OR, IF THE DIVIDING CORPORATION IS A FOREIGN CORPORATION
27 NOT-FOR-PROFIT, IN ACCORDANCE WITH THE LAWS OF THE JURISDICTION
28 IN WHICH IT IS INCORPORATED.
29 * * *
30 § 5953. (RESERVED).
19870S1200B2515 - 439 -
1 § [7943] 5954. ARTICLES OF DIVISION.
2 * * *
3 § [7944] 5955. FILING OF ARTICLES OF DIVISION.
4 (A) GENERAL RULE.--THE ARTICLES OF DIVISION AND THE
5 CERTIFICATES OR STATEMENT, IF ANY, REQUIRED BY SECTION 139
6 (RELATING TO TAX CLEARANCE OF CERTAIN FUNDAMENTAL TRANSACTIONS)
7 SHALL BE FILED IN THE DEPARTMENT OF STATE. [NO CERTIFICATE FROM
8 ANY DEPARTMENT EVIDENCING THE PAYMENT OF TAXES AND CHARGES SHALL
9 BE REQUIRED.]
10 (B) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
11 STATEMENT).
12 § [7945] 5956. EFFECTIVE DATE OF DIVISION.
13 * * *
14 § [7946] 5957. EFFECT OF DIVISION.
15 (A) MULTIPLE RESULTING CORPORATIONS.--UPON THE DIVISION
16 BECOMING EFFECTIVE THE DIVIDING CORPORATION SHALL BE SUBDIVIDED
17 INTO THE DISTINCT AND INDEPENDENT RESULTING CORPORATIONS NAMED
18 IN THE PLAN OF DIVISION AND, IF THE DIVIDING CORPORATION IS NOT
19 TO SURVIVE THE DIVISION, THE EXISTENCE OF THE DIVIDING
20 CORPORATION SHALL CEASE. THE RESULTING CORPORATIONS, IF THEY ARE
21 DOMESTIC CORPORATIONS, SHALL NOT THEREBY ACQUIRE AUTHORITY TO
22 ENGAGE IN ANY BUSINESS OR EXERCISE ANY RIGHT WHICH A CORPORATION
23 MAY NOT BE INCORPORATED UNDER THIS ARTICLE TO ENGAGE IN OR
24 EXERCISE. ANY RESULTING FOREIGN CORPORATION WHICH IS STATED IN
25 THE ARTICLES OF DIVISION TO BE A QUALIFIED FOREIGN CORPORATION
26 SHALL BE A QUALIFIED FOREIGN CORPORATION UNDER THIS [PART]
27 SUBPART AND THE ARTICLES OF DIVISION SHALL BE DEEMED TO BE THE
28 APPLICATION FOR A CERTIFICATE OF AUTHORITY AND THE CERTIFICATE
29 OF AUTHORITY ISSUED THEREON OF SUCH CORPORATION.
30 (B) PROPERTY RIGHTS.--EXCEPT AS OTHERWISE PROVIDED BY ORDER,
19870S1200B2515 - 440 -
1 IF ANY, OBTAINED PURSUANT TO SECTION [7549(B) OF THIS TITLE]
2 5547(B) (RELATING TO NONDIVERSION OF CERTAIN PROPERTY), ALL THE
3 PROPERTY, REAL, PERSONAL, AND MIXED, AND FRANCHISES OF THE
4 DIVIDING CORPORATION, AND ALL DEBTS DUE ON WHATEVER ACCOUNT TO
5 IT, INCLUDING SUBSCRIPTIONS FOR MEMBERSHIP AND OTHER CHOSES IN
6 ACTION BELONGING TO IT, SHALL BE TAKEN AND DEEMED WITHOUT
7 FURTHER ACT OR DEED TO BE TRANSFERRED TO AND VESTED IN THE
8 RESULTING CORPORATIONS ON SUCH A MANNER AND BASIS AND WITH SUCH
9 EFFECT AS IS SPECIFIED IN THE PLAN OF DIVISION, OR PER CAPITA
10 AMONG THE RESULTING CORPORATIONS, AS TENANTS IN COMMON, IF NO
11 SUCH SPECIFICATION IS MADE IN THE PLAN. THE RESULTING
12 CORPORATIONS SHALL EACH THENCEFORTH BE RESPONSIBLE AS SEPARATE
13 AND DISTINCT CORPORATIONS ONLY FOR SUCH LIABILITIES AND
14 OBLIGATIONS AS EACH CORPORATION MAY UNDERTAKE OR INCUR IN ITS
15 OWN NAME, BUT SHALL BE LIABLE INTER SE FOR THE DEBTS AND
16 LIABILITIES OF THE DIVIDING CORPORATION IN THE MANNER AND ON THE
17 BASIS SPECIFIED IN THE PLAN OF DIVISION. NO LIENS UPON THE
18 PROPERTY OF THE DIVIDING CORPORATION SHALL BE IMPAIRED BY THE
19 DIVISION. ONE OR MORE, BUT LESS THAN ALL, OF THE RESULTING
20 CORPORATIONS SHALL BE FREE OF ALL THE LIABILITIES AND
21 OBLIGATIONS OF THE DIVIDING CORPORATION TO THE EXTENT, IF ANY,
22 SPECIFIED IN THE PLAN, IF NO FRAUD OF CORPORATE CREDITORS OR
23 MEMBERS WITHOUT VOTING RIGHTS AND IF NO VIOLATION OF LAW SHALL
24 BE EFFECTED THEREBY, AND IF ALL APPLICABLE PROVISIONS OF
25 DIVISION 6 OF TITLE 13 (RELATING TO BULK TRANSFERS) AND ALL
26 OTHER APPLICABLE PROVISIONS OF LAW ARE COMPLIED WITH. OTHERWISE,
27 THE LIABILITY OF THE DIVIDING CORPORATION, OR OF ITS MEMBERS,
28 DIRECTORS, OR OFFICERS, SHALL NOT BE AFFECTED BY THE DIVISION,
29 NOR SHALL THE RIGHTS OF THE CREDITORS THEREOF OR OF ANY PERSON
30 DEALING WITH SUCH CORPORATION BE IMPAIRED BY SUCH DIVISION, AND,
19870S1200B2515 - 441 -
1 EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, ANY CLAIM EXISTING
2 OR ACTION OR PROCEEDING PENDING BY OR AGAINST SUCH CORPORATION
3 MAY BE PROSECUTED TO JUDGMENT AS IF SUCH DIVISION HAD NOT TAKEN
4 PLACE, OR THE RESULTING CORPORATIONS MAY BE PROCEEDED AGAINST OR
5 SUBSTITUTED IN ITS PLACE AS JOINT AND SEVERAL OBLIGORS ON SUCH
6 LIABILITY, REGARDLESS OF ANY PROVISION OF THE PLAN OF DIVISION
7 APPORTIONING THE DEBTS AND LIABILITIES OF THE DIVIDING
8 CORPORATION.
9 * * *
10 SUBCHAPTER [D] E
11 CONVERSION
12 § [7951] 5961. CONVERSION AUTHORIZED.
13 (A) [BUSINESS TO NONPROFIT.--ANY BUSINESS CORPORATION MAY,
14 IN THE MANNER PROVIDED IN THIS SUBCHAPTER, BE CONVERTED INTO A
15 NONPROFIT CORPORATION, HEREINAFTER DESIGNATED AS THE RESULTING
16 CORPORATION.
17 (B) NONPROFIT TO BUSINESS] GENERAL RULE.--ANY NONPROFIT
18 CORPORATION MAY, IN THE MANNER PROVIDED IN THIS SUBCHAPTER, BE
19 CONVERTED INTO A BUSINESS CORPORATION, HEREINAFTER DESIGNATED AS
20 THE RESULTING CORPORATION.
21 [(C)] (B) EXCEPTIONS.--
22 * * *
23 § [7952] 5962. PROPOSAL AND ADOPTION OF PLAN OF CONVERSION.
24 (A) PREPARATION OF PLAN.--A PLAN OF CONVERSION SHALL BE
25 PREPARED, SETTING FORTH:
26 * * *
27 (3) A RESTATEMENT OF THE ARTICLES OF THE RESULTING
28 CORPORATION, WHICH ARTICLES SHALL COMPLY WITH THE
29 REQUIREMENTS OF[:
30 (I) THE BUSINESS CORPORATION LAW, IF THE RESULTING
19870S1200B2515 - 442 -
1 CORPORATION IS TO BE A BUSINESS CORPORATION; OR
2 (II) THIS ARTICLE, IF THE RESULTING CORPORATION IS
3 TO BE A NONPROFIT CORPORATION] SUBPART B OF PART II
4 (RELATING TO BUSINESS CORPORATIONS).
5 * * *
6 (B) PROPOSAL AND ADOPTION.--THE PLAN OF CONVERSION SHALL BE
7 PROPOSED AND ADOPTED, AND MAY BE TERMINATED, IN THE MANNER
8 PROVIDED FOR THE PROPOSAL, ADOPTION AND TERMINATION OF A PLAN OF
9 MERGER IN [ARTICLE IX OF THE BUSINESS CORPORATION LAW (RELATING
10 TO MERGER AND CONSOLIDATION), IN THE CASE OF A BUSINESS
11 CORPORATION WHICH PROPOSES TO CONVERT INTO A NONPROFIT
12 CORPORATION, OR IN] SUBCHAPTER [B OF THIS CHAPTER] C (RELATING
13 TO MERGER, CONSOLIDATION AND SALE OF ASSETS)[, IN THE CASE OF A
14 NONPROFIT CORPORATION WHICH PROPOSES TO CONVERT INTO A BUSINESS
15 CORPORATION.
16 (C) RIGHTS OF DISSENTING SHAREHOLDERS.--IF ANY SHAREHOLDER
17 OF A BUSINESS CORPORATION WHICH ADOPTS A PLAN OF CONVERSION INTO
18 A NONPROFIT CORPORATION SHALL OBJECT TO SUCH PLAN OF CONVERSION
19 AND SHALL COMPLY WITH THE PROVISIONS OF SECTION 515 OF THE
20 BUSINESS CORPORATION LAW (RELATING TO RIGHTS OF DISSENTING
21 SHAREHOLDERS), SUCH SHAREHOLDER SHALL BE ENTITLED TO THE RIGHTS
22 AND REMEDIES OF DISSENTING SHAREHOLDERS THEREIN PROVIDED,
23 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SUBSECTION L OF SAID
24 SECTION. THERE SHALL BE INCLUDED IN, OR ENCLOSED WITH, THE
25 NOTICE OF MEETING OF SHAREHOLDERS OF THE BUSINESS CORPORATION
26 CALLED TO ACT UPON THE PLAN OF CONVERSION A COPY OR A SUMMARY OF
27 THE PLAN AND A COPY OF THIS SUBSECTION AND OF SECTION 515 OF THE
28 BUSINESS CORPORATION LAW].
29 § [7953] 5963. ARTICLES OF CONVERSION.
30 * * *
19870S1200B2515 - 443 -
1 § [7954] 5964. FILING OF ARTICLES OF CONVERSION.
2 (A) GENERAL RULE.--THE ARTICLES OF CONVERSION SHALL BE FILED
3 IN THE DEPARTMENT OF STATE.
4 (B) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
5 STATEMENT).
6 § [7955] 5965. EFFECTIVE DATE OF CONVERSION.
7 * * *
8 § [7956] 5966. EFFECT OF CONVERSION.
9 (A) [(A) BUSINESS TO NONPROFIT.--UPON THE CONVERSION <--
10 BECOMING EFFECTIVE THE CORPORATION, IF THERETOFORE A BUSINESS
11 CORPORATION, SHALL BE DEEMED TO BE A NONPROFIT CORPORATION FOR
12 ALL PURPOSES, SHALL CEASE TO BE A BUSINESS CORPORATION AND SHALL
13 NOT THEREAFTER OPERATE IN ANY MANNER RESULTING IN PECUNIARY
14 PROFIT, INCIDENTAL OR OTHERWISE, TO ITS MEMBERS OR SHAREHOLDERS.
15 THE CORPORATION SHALL REMAIN LIABLE FOR ALL EXISTING
16 OBLIGATIONS, PUBLIC OR PRIVATE, TAXES DUE THE COMMONWEALTH OR
17 ANY OTHER TAXING AUTHORITY FOR PERIODS PRIOR TO THE EFFECTIVE
18 DATE OF THE CONVERSION, AND, AS SUCH NONPROFIT CORPORATION, IT
19 SHALL CONTINUE TO BE ENTITLED TO ALL ASSETS THEREFORE PERTAINING
20 TO IT AS A BUSINESS CORPORATION.
21 (B) NONPROFIT TO BUSINESS] GENERAL RULE.--]UPON THE <--
22 CONVERSION BECOMING EFFECTIVE THE CORPORATION[, IF THERETOFORE A
23 NONPROFIT CORPORATION,] SHALL BE DEEMED TO BE A BUSINESS
24 CORPORATION FOR ALL PURPOSES, SHALL CEASE TO BE A NONPROFIT
25 CORPORATION, AND MAY THEREAFTER OPERATE FOR A PURPOSE OR
26 PURPOSES RESULTING IN PECUNIARY PROFIT, INCIDENTAL OR OTHERWISE,
27 TO ITS MEMBERS OR SHAREHOLDERS. THE CORPORATION SHALL ISSUE
28 SHARE CERTIFICATES TO EACH SHAREHOLDER ENTITLED THERETO. THE
29 CORPORATION SHALL REMAIN LIABLE FOR ALL EXISTING OBLIGATIONS,
30 PUBLIC AND PRIVATE, TAXES DUE THE COMMONWEALTH OR ANY OTHER
19870S1200B2515 - 444 -
1 TAXING AUTHORITY FOR PERIODS PRIOR TO THE EFFECTIVE DATE OF THE
2 CONVERSION, AND, AS SUCH BUSINESS CORPORATION, IT SHALL CONTINUE
3 TO BE ENTITLED TO ALL ASSETS THERETOFORE PERTAINING TO IT AS A
4 NONPROFIT CORPORATION EXCEPT AS OTHERWISE PROVIDED BY ORDER, IF
5 ANY, OBTAINED PURSUANT TO SECTION [7549(B) OF THIS TITLE]
6 5547(B) (RELATING TO NONDIVERSION OF CERTAIN PROPERTY).
7 SUBCHAPTER [E] F
8 VOLUNTARY DISSOLUTION AND WINDING UP
9 § [7961] 5971. VOLUNTARY DISSOLUTION BY MEMBERS OR
10 INCORPORATORS.
11 (A) GENERAL RULE.--* * *
12 (B) FILING.--THE ARTICLES OF DISSOLUTION SHALL BE FILED IN
13 THE DEPARTMENT OF STATE. SEE SECTION 134 (RELATING TO DOCKETING
14 STATEMENT).
15 (C) EFFECT.--UPON THE FILING OF THE ARTICLES OF DISSOLUTION,
16 THE EXISTENCE OF THE CORPORATION SHALL CEASE.
17 § [7962] 5972. PROPOSAL OF VOLUNTARY DISSOLUTION.
18 * * *
19 § [7963] 5973. NOTICE OF MEETING OF MEMBERS.
20 * * *
21 § [7964] 5974. ADOPTION OF PROPOSAL.
22 * * *
23 (B) ADOPTION IN ABSENCE OF VOTING MEMBERS.--IF THE
24 CORPORATION HAS NO MEMBERS ENTITLED TO VOTE ON THE QUESTION OF
25 THE ADVISABILITY OF VOLUNTARILY DISSOLVING THE CORPORATION, THE
26 RESOLUTION SHALL BE DEEMED ADOPTED BY THE CORPORATION WHEN IT
27 HAS BEEN ADOPTED BY THE BOARD OF DIRECTORS OR OTHER BODY
28 PURSUANT TO SECTION [7962 OF THIS TITLE] 5972 (RELATING TO
29 PROPOSAL OF VOLUNTARY DISSOLUTION).
30 * * *
19870S1200B2515 - 445 -
1 § [7965] 5974.1. ARTICLES OF ELECTION TO DISSOLVE.
2 * * *
3 (B) FILING.--THE ARTICLES OF ELECTION TO DISSOLVE SHALL BE
4 FILED IN THE DEPARTMENT OF STATE. SEE SECTION 134 (RELATING TO
5 DOCKETING STATEMENT).
6 (C) EFFECT.--UPON THE FILING IN THE DEPARTMENT OF ARTICLES
7 OF ELECTION TO DISSOLVE, THE CORPORATION SHALL CEASE TO CARRY ON
8 ITS BUSINESS, EXCEPT INSOFAR AS MAY BE NECESSARY FOR THE PROPER
9 WINDING UP THEREOF, BUT ITS CORPORATE EXISTENCE SHALL CONTINUE
10 UNTIL ARTICLES OF DISSOLUTION HAVE BEEN FILED IN THE DEPARTMENT.
11 § [7966] 5974.2. ARTICLES RESCINDING ELECTION TO DISSOLVE.
12 * * *
13 (B) FILING.--THE ARTICLES RESCINDING ELECTION TO DISSOLVE
14 SHALL BE FILED IN THE DEPARTMENT OF STATE. SEE SECTION 134
15 (RELATING TO DOCKETING STATEMENT).
16 (C) EFFECT.--UPON THE FILING IN THE DEPARTMENT OF ARTICLES
17 RESCINDING ELECTION TO DISSOLVE, THE ELECTION TO DISSOLVE SHALL
18 BE RESCINDED.
19 § [7967] 5975. WINDING UP IN VOLUNTARY DISSOLUTION PROCEEDINGS.
20 * * *
21 § [7968] 5976. JUDICIAL SUPERVISION OF PROCEEDINGS.
22 (A) GENERAL RULE.--THE BOARD OF DIRECTORS OR OTHER BODY, AT
23 ANY TIME DURING THE WINDING UP PROCEEDINGS, MAY, BY PETITION,
24 APPLY TO THE COURT TO HAVE THE PROCEEDINGS CONTINUED UNDER THE
25 SUPERVISION OF THE COURT, AND THEREAFTER THE PROCEEDINGS SHALL
26 CONTINUE UNDER THE SUPERVISION OF THE COURT, AS PROVIDED IN
27 SUBCHAPTER [F OF THIS CHAPTER] G (RELATING TO INVOLUNTARY
28 LIQUIDATION AND DISSOLUTION).
29 (B) DISTRIBUTION OF PROPERTY COMMITTED TO CHARITABLE
30 PURPOSES.--IF THE ASSETS OF THE CORPORATION INCLUDE ANY PROPERTY
19870S1200B2515 - 446 -
1 COMMITTED TO CHARITABLE PURPOSES, THE BOARD OF DIRECTORS OR
2 OTHER BODY SHALL APPLY TO THE COURT FOR AN ORDER PURSUANT TO
3 SECTION [7549(B) OF THIS TITLE] 5547(B) (RELATING TO
4 NONDIVERSION OF CERTAIN PROPERTY) SPECIFYING THE DISPOSITION OF
5 THE PROPERTY.
6 * * *
7 § [7969] 5977. ARTICLES OF DISSOLUTION.
8 * * *
9 (B) FILING.--THE ARTICLES OF DISSOLUTION AND THE
10 CERTIFICATES OR STATEMENT REQUIRED BY SECTION 139 (RELATING TO
11 TAX CLEARANCE OF CERTAIN FUNDAMENTAL TRANSACTIONS) SHALL BE
12 FILED IN THE DEPARTMENT OF STATE. AT THE SAME TIME PROOF OF THE
13 ADVERTISEMENT REQUIRED BY SECTION [7967(B) OF THIS TITLE]
14 5975(B) (RELATING TO NOTICE TO CREDITORS AND TAXING AUTHORITIES)
15 SHALL BE DELIVERED TO THE DEPARTMENT. SEE SECTION 134 (RELATING
16 TO DOCKETING STATEMENT).
17 (C) EFFECT.--UPON THE FILING OF THE ARTICLES OF DISSOLUTION
18 IN THE DEPARTMENT, THE EXISTENCE OF THE CORPORATION SHALL CEASE.
19 § [7970] 5978. WINDING UP OF CORPORATION UPON THE EXPIRATION OF
20 ITS PERIOD OF DURATION.
21 * * *
22 § [7971] 5979. SURVIVAL OF REMEDIES AND RIGHTS AFTER
23 DISSOLUTION.
24 (A) LIABILITIES.--THE DISSOLUTION OF A NONPROFIT
25 CORPORATION, EITHER UNDER THIS SUBCHAPTER OR UNDER SUBCHAPTER [F
26 OF THIS CHAPTER] G (RELATING TO INVOLUNTARY LIQUIDATION AND
27 DISSOLUTION) OR BY EXPIRATION OF ITS PERIOD OF DURATION, SHALL
28 NOT TAKE AWAY OR IMPAIR ANY REMEDY GIVEN AGAINST SUCH
29 CORPORATION, ITS DIRECTORS OR MEMBERS, FOR ANY LIABILITY
30 INCURRED PRIOR TO SUCH DISSOLUTION, IF AN ACTION THEREON IS
19870S1200B2515 - 447 -
1 BROUGHT BEFORE OR WITHIN TWO YEARS AFTER THE DATE OF SUCH
2 DISSOLUTION. SUCH ACTIONS MAY BE PROSECUTED AGAINST AND DEFENDED
3 BY THE CORPORATION IN ITS CORPORATE NAME.
4 * * *
5 SUBCHAPTER [F] G
6 INVOLUNTARY LIQUIDATION AND DISSOLUTION
7 § [7981] 5981. PROCEEDINGS UPON PETITION OF MEMBER [OR
8 DIRECTOR], ETC.
9 * * *
10 § [7982] 5982. PROCEEDINGS UPON PETITION OF CREDITOR.
11 * * *
12 § [7983] 5983. PROCEEDINGS UPON PETITION OF SUPERIOR RELIGIOUS
13 ORGANIZATION.
14 * * *
15 § [7984] 5984. APPOINTMENT OF RECEIVER PENDENTE LITE AND OTHER
16 INTERIM POWERS.
17 * * *
18 § [7985] 5985. LIQUIDATING RECEIVER.
19 UPON A HEARING AND PROOF OF THE ISSUES, AFTER SUCH NOTICE AS
20 THE COURT MAY DIRECT TO BE GIVEN TO ALL PARTIES TO THE
21 PROCEEDING, AND TO ANY OTHER PARTIES IN INTEREST DESIGNATED BY
22 THE COURT, THE COURT MAY APPOINT A LIQUIDATING RECEIVER WITH
23 AUTHORITY TO COLLECT THE ASSETS OF THE CORPORATION, INCLUDING
24 ALL AMOUNTS OWING TO THE CORPORATION BY MEMBERS ON ACCOUNT OF
25 ANY UNPAID PORTION OF THE CONSIDERATION FOR MEMBERSHIPS. SUCH
26 LIQUIDATING RECEIVER SHALL HAVE AUTHORITY, SUBJECT TO THE ORDER
27 OF THE COURT, TO DISPOSE OF ALL OR ANY PART OF THE ASSETS OF THE
28 CORPORATION, EITHER AT PUBLIC OR PRIVATE SALE. THE ASSETS OF THE
29 CORPORATION, OR THE PROCEEDS RESULTING FROM A DISPOSITION
30 THEREOF, SHALL BE APPLIED TO THE EXPENSES OF SUCH LIQUIDATION
19870S1200B2515 - 448 -
1 AND TO THE PAYMENT OF THE LIABILITIES OF THE CORPORATION, AND
2 ANY REMAINING ASSETS OR PROCEEDS SHALL BE DISTRIBUTED BY THE
3 COURT IN THE MANNER PROVIDED BY SUBCHAPTER [E OF THIS CHAPTER] F
4 (RELATING TO VOLUNTARY DISSOLUTION AND WINDING UP). THE ORDER
5 APPOINTING SUCH LIQUIDATING RECEIVER SHALL STATE HIS POWERS AND
6 DUTIES. SUCH POWERS AND DUTIES MAY BE INCREASED OR DIMINISHED AT
7 ANY TIME DURING THE PROCEEDINGS. A RECEIVER OF A CORPORATION
8 APPOINTED UNDER THIS SECTION SHALL HAVE AUTHORITY TO SUE AND
9 DEFEND IN ALL COURTS IN HIS OWN NAME AS RECEIVER OF SUCH
10 CORPORATION. THE COURT APPOINTING SUCH RECEIVER MAY ISSUE WRITS
11 IN FAVOR OF SUCH RECEIVER TO THE SHERIFF OF ANY COUNTY IN THIS
12 COMMONWEALTH FOR SERVICE.
13 § [7986] 5986. QUALIFICATIONS OF RECEIVERS.
14 * * *
15 § [7987] 5987. PROOFS OF CLAIMS.
16 * * *
17 § [7988] 5988. DISCONTINUANCE OF PROCEEDINGS; REORGANIZATION.
18 * * *
19 § [7989. INVOLUNTARY ARTICLES] 5989. ARTICLES OF INVOLUNTARY
20 DISSOLUTION.
21 (A) GENERAL RULE.--THE COURT, IN A PROCEEDING UNDER THIS
22 SUBCHAPTER, SHALL ENTER A DECREE DISSOLVING THE CORPORATION WHEN
23 THE ORDER, IF ANY, OBTAINED PURSUANT TO SECTION [7549(B) OF THIS
24 TITLE] 5547(B) (RELATING TO NONDIVERSION OF CERTAIN PROPERTY)
25 HAS BEEN ENTERED AND WHEN THE COSTS AND EXPENSES OF SUCH
26 PROCEEDING, AND ALL LIABILITIES OF THE CORPORATION SHALL HAVE
27 BEEN DISCHARGED, AND ALL OF ITS REMAINING ASSETS HAVE BEEN
28 DISTRIBUTED TO THE PERSONS ENTITLED THERETO, OR, IN CASE ITS
29 ASSETS ARE NOT SUFFICIENT TO DISCHARGE SUCH COSTS, EXPENSES AND
30 LIABILITIES, WHEN ALL THE ASSETS HAVE BEEN APPLIED, AS FAR AS
19870S1200B2515 - 449 -
1 THEY WILL GO, TO THE PAYMENT OF SUCH COSTS, EXPENSES AND
2 LIABILITIES.
3 (B) FILING.--AFTER THE COURT SHALL HAVE ENTERED A DECREE OF
4 DISSOLUTION, IT SHALL BE THE DUTY OF THE PROTHONOTARY TO PREPARE
5 AND EXECUTE ARTICLES OF DISSOLUTION SUBSTANTIALLY IN THE FORM
6 PROVIDED BY SECTION [7969 OF THIS TITLE] 5977 (RELATING TO
7 ARTICLES OF DISSOLUTION), TO ATTACH THERETO A CERTIFIED COPY OF
8 THE DECREE AND TO TRANSMIT THE ARTICLES AND ATTACHED DECREE TO
9 THE DEPARTMENT OF STATE. NO FEE SHALL BE CHARGED BY THE
10 DEPARTMENT IN CONNECTION WITH THE FILING OF ARTICLES OF
11 DISSOLUTION UNDER THIS SECTION. SEE SECTION 134 (RELATING TO
12 DOCKETING STATEMENT).
13 (C) EFFECT.--UPON THE FILING OF THE ARTICLES OF DISSOLUTION
14 IN THE DEPARTMENT, THE EXISTENCE OF THE CORPORATION SHALL CEASE.
15 [§ 7990. ACTIONS TO REVOKE CORPORATE FRANCHISES.
16 (A) GENERAL RULE.--THE ATTORNEY GENERAL MAY INSTITUTE
17 PROCEEDINGS TO REVOKE THE ARTICLES AND FRANCHISES OF A NONPROFIT
18 CORPORATION IF IT:
19 (1) MISUSED OR FAILED TO USE ITS POWERS, PRIVILEGES OR
20 FRANCHISES;
21 (2) PROCURED ITS ARTICLES BY FRAUD; OR
22 (3) SHOULD NOT HAVE BEEN INCORPORATED UNDER THE
23 STATUTORY AUTHORITY RELIED UPON.
24 (B) POWERS OF COURT.--IN EVERY ACTION INSTITUTED UNDER
25 SUBSECTION (A) OF THIS SECTION THE COURT SHALL HAVE POWER TO
26 WIND UP THE AFFAIRS OF AND TO DISSOLVE THE CORPORATION IN THE
27 MANNER PROVIDED IN THIS SUBCHAPTER.]
28 SUBCHAPTER H
29 POSTDISSOLUTION CLAIMS
30 (RESERVED)
19870S1200B2515 - 450 -
1 ARTICLE C
2 FOREIGN NONPROFIT CORPORATIONS [NOT-FOR-PROFIT]
3 CHAPTER [81] 61
4 FOREIGN NONPROFIT CORPORATIONS [NOT-FOR-PROFIT]
5 SUBCHAPTER A
6 [APPLICATION OF ARTICLE]
7 PRELIMINARY PROVISIONS
8 § [8101] 6101. APPLICATION OF ARTICLE.
9 * * *
10 SUBCHAPTER B
11 QUALIFICATION
12 § [8121] 6121. ADMISSION OF FOREIGN CORPORATIONS.
13 * * *
14 § [8122] 6122. EXCLUDED ACTIVITIES.
15 * * *
16 (B) EXCEPTIONS.--THE SPECIFICATION OF ACTIVITIES IN
17 SUBSECTION (A) [OF THIS SECTION] DOES NOT ESTABLISH A STANDARD
18 FOR ACTIVITIES WHICH MAY SUBJECT A FOREIGN CORPORATION TO:
19 * * *
20 (3) THE PROVISIONS OF SECTION [8145 OF THIS TITLE] 6145
21 (RELATING TO APPLICABILITY OF CERTAIN SAFEGUARDS TO FOREIGN
22 CORPORATIONS).
23 § [8123] 6123. RESTRICTION ON ADMISSION OF FOREIGN
24 CORPORATIONS.
25 (A) GENERAL RULE.--THE DEPARTMENT OF STATE SHALL NOT ISSUE A
26 CERTIFICATE OF AUTHORITY TO ANY FOREIGN CORPORATION NOT-FOR-
27 PROFIT:
28 * * *
29 (3) WHICH, EXCEPT AS PROVIDED IN SUBSECTION (B) [OF THIS
30 SECTION], HAS A NAME WHICH UNDER SECTION [7313 OF THIS TITLE]
19870S1200B2515 - 451 -
1 5303 (RELATING TO CORPORATE NAME) IS NOT AVAILABLE THROUGH
2 CONSENT OR OTHERWISE FOR USE BY A DOMESTIC NONPROFIT
3 CORPORATION OR A DOMESTIC COOPERATIVE CORPORATION, AS THE
4 CASE MAY BE.
5 (B) EXCEPTION; NAME.--THE PROVISIONS OF SECTION [7313(B) OF
6 THIS TITLE] 5303(B) (RELATING TO DUPLICATE USE OF NAMES) SHALL
7 NOT PREVENT THE ISSUANCE OF A CERTIFICATE OF AUTHORITY TO A
8 FOREIGN CORPORATION NOT-FOR-PROFIT SETTING FORTH A NAME WHICH IS
9 SIMILAR TO THE NAME OF ANY OTHER DOMESTIC OR FOREIGN CORPORATION
10 FOR PROFIT OR CORPORATION NOT-FOR-PROFIT, IF:
11 * * *
12 § [8124] 6124. APPLICATION FOR A CERTIFICATE OF AUTHORITY.
13 * * *
14 (B) ADVERTISEMENT.--A FOREIGN CORPORATION SHALL OFFICIALLY
15 PUBLISH NOTICE OF ITS INTENTION TO APPLY OR ITS APPLICATION FOR
16 A CERTIFICATE OF AUTHORITY. THE NOTICE MAY APPEAR PRIOR TO OR
17 AFTER THE DAY ON WHICH APPLICATION IS MADE TO THE DEPARTMENT OF
18 STATE, AND SHALL SET FORTH BRIEFLY:
19 (1) A STATEMENT THAT THE CORPORATION WILL APPLY OR HAS
20 APPLIED FOR A CERTIFICATE OF AUTHORITY UNDER THE PROVISIONS
21 OF THE [CORPORATION NOT-FOR-PROFIT CODE] NONPROFIT
22 CORPORATION LAW OF 1988.
23 * * *
24 (C) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
25 STATEMENT).
26 § [8125] 6125. ISSUANCE OF CERTIFICATE OF AUTHORITY.
27 * * *
28 § [8126] 6126. AMENDED CERTIFICATE OF AUTHORITY.
29 * * *
30 (D) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
19870S1200B2515 - 452 -
1 STATEMENT).
2 § [8127] 6127. MERGER OR CONSOLIDATION OF QUALIFIED FOREIGN
3 CORPORATIONS.
4 (A) GENERAL RULE.--WHENEVER A QUALIFIED FOREIGN CORPORATION
5 SHALL BE A NONSURVIVING PARTY TO A STATUTORY MERGER OR
6 CONSOLIDATION PERMITTED BY THE LAWS OF THE JURISDICTION UNDER
7 WHICH IT IS INCORPORATED THE CORPORATION SURVIVING THE MERGER,
8 OR THE NEW CORPORATION RESULTING FROM THE CONSOLIDATION, AS THE
9 CASE MAY BE, SHALL FILE IN THE DEPARTMENT OF STATE A STATEMENT
10 OF MERGER OR CONSOLIDATION, WHICH SHALL BE EXECUTED [UNDER THE
11 SEAL OF] BY THE SURVIVING OR NEW CORPORATION [BY TWO DULY
12 AUTHORIZED OFFICERS THEREOF,] AND SHALL SET FORTH:
13 * * *
14 (5) IN THE CASE OF A CONSOLIDATION, OR IF THE SURVIVING
15 CORPORATION WAS A NONQUALIFIED FOREIGN CORPORATION PRIOR TO
16 THE MERGER, THE STATEMENTS ON THE PART OF THE SURVIVING OR
17 NEW CORPORATION REQUIRED BY SECTION [8124(A) OF THIS TITLE]
18 6124(A) (RELATING TO APPLICATION FOR A CERTIFICATE OF
19 AUTHORITY).
20 * * *
21 (D) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
22 STATEMENT).
23 § [8128] 6128. REVOCATION OF CERTIFICATE OF AUTHORITY.
24 * * *
25 § [8129] 6129. APPLICATION FOR TERMINATION OF AUTHORITY.
26 * * *
27 (B) ADVERTISEMENT.--A QUALIFIED FOREIGN CORPORATION SHALL,
28 BEFORE FILING AN APPLICATION FOR TERMINATION OF AUTHORITY,
29 OFFICIALLY PUBLISH AND MAIL A NOTICE OF ITS INTENTION TO
30 WITHDRAW FROM DOING BUSINESS IN THIS COMMONWEALTH IN A MANNER
19870S1200B2515 - 453 -
1 SIMILAR TO THAT REQUIRED BY SECTION [7967(B) OF THIS TITLE]
2 5975(B) (RELATING TO NOTICE TO CREDITORS AND TAXING
3 AUTHORITIES). THE NOTICE SHALL SET FORTH BRIEFLY:
4 * * *
5 (C) FILING.--SUCH APPLICATION AND THE CERTIFICATES OR
6 STATEMENT REQUIRED BY SECTION 139 (RELATING TO TAX CLEARANCE OF
7 CERTAIN FUNDAMENTAL TRANSACTIONS) SHALL BE FILED IN THE
8 DEPARTMENT OF STATE AND SHALL BE ACCOMPANIED BY PROOF OF THE
9 ADVERTISEMENT REQUIRED BY SUBSECTION (B) [OF THIS SECTION AND A
10 CERTIFICATE OR CERTIFICATES FROM THE PROPER DEPARTMENTS OF THE
11 COMMONWEALTH EVIDENCING THE PAYMENT OF ALL TAXES AND CHARGES AS
12 REQUIRED BY LAW]. SEE SECTION 134 (RELATING TO DOCKETING
13 STATEMENT).
14 * * *
15 § [8130] 6130. CHANGE OF ADDRESS AFTER WITHDRAWAL.
16 (A) GENERAL RULE.--* * *
17 (B) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
18 STATEMENT).
19 SUBCHAPTER C
20 POWERS, DUTIES AND LIABILITIES
21 § [8141] 6141. PENALTY FOR DOING BUSINESS WITHOUT CERTIFICATE
22 OF AUTHORITY.
23 * * *
24 § [8142] 6142. GENERAL POWERS AND DUTIES OF QUALIFIED FOREIGN
25 CORPORATIONS.
26 * * *
27 § [8143] 6143. GENERAL POWERS AND DUTIES OF NONQUALIFIED
28 FOREIGN CORPORATIONS.
29 * * *
30 § [8144] 6144. REGISTERED OFFICE OF QUALIFIED FOREIGN
19870S1200B2515 - 454 -
1 CORPORATIONS.
2 * * *
3 (C) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
4 STATEMENT).
5 § [8145] 6145. APPLICABILITY OF CERTAIN SAFEGUARDS TO FOREIGN
6 CORPORATIONS.
7 * * *
8 (C) MINIMUM SAFEGUARDS.--THE FOLLOWING PROVISIONS OF THIS
9 [PART] SUBPART SHALL BE APPLICABLE TO FOREIGN CORPORATIONS TO
10 WHICH THIS SECTION APPLIES, EXCEPT THAT NOTHING IN THIS
11 SUBSECTION SHALL REQUIRE THE FILING OF ANY DOCUMENT IN THE
12 DEPARTMENT OF STATE AS A PREREQUISITE TO THE VALIDITY OF ANY
13 CORPORATE ACTION OR THE DOING OF ANY CORPORATE ACTION BY THE
14 FOREIGN CORPORATION WHICH IS IMPOSSIBLE UNDER THE LAWS OF ITS
15 DOMICILIARY JURISDICTION:
16 (1) SECTION [7504(B)] 5504(B) (RELATING TO ADOPTION AND
17 CONTENTS OF BYLAWS).
18 (2) SECTION [7508] 5508 (RELATING TO CORPORATE RECORDS;
19 INSPECTION).
20 (3) SECTION [7555] 5553 (RELATING TO ANNUAL REPORT OF
21 DIRECTORS OR OTHER BODY).
22 (4) SECTION [7743] 5743 (RELATING TO MANDATORY
23 INDEMNIFICATION).
24 (5) SECTION [7755] 5755 (RELATING TO TIME OF HOLDING
25 MEETINGS OF MEMBERS).
26 (6) SECTION [7758(E)] 5758(E) (RELATING TO VOTING
27 LISTS).
28 (7) SECTION [7759(B)] 5759(B) (RELATING TO MINIMUM
29 REQUIREMENTS).
30 (8) SECTION [7762] 5762 (RELATING TO JUDGES OF
19870S1200B2515 - 455 -
1 ELECTION).
2 (9) SECTION [7764] 5764 (RELATING TO APPOINTMENT OF
3 CUSTODIAN OF CORPORATION ON DEADLOCK OR OTHER CAUSE).
4 (10) SECTION [7767(B)] 5766(B) (RELATING TO EXPULSION).
5 (11) SUBCHAPTER [E] F OF CHAPTER [77] 57 (RELATING TO
6 JUDICIAL SUPERVISION OF CORPORATE ACTION).
7 (12) CHAPTER [79] 59 (RELATING TO FUNDAMENTAL CHANGES).
8 * * *
9 SUBCHAPTER D
10 DOMESTICATION
11 (RESERVED)
12 SUBPART D <--
13 COOPERATIVE CORPORATIONS
14 ARTICLE
15 A. COOPERATIVE CORPORATIONS GENERALLY
16 B. DOMESTIC COOPERATIVE CORPORATION ANCILLARIES
17 ARTICLE A
18 COOPERATIVE CORPORATIONS GENERALLY
19 CHAPTER
20 71. COOPERATIVE CORPORATIONS GENERALLY
21 CHAPTER 71
22 COOPERATIVE CORPORATIONS GENERALLY
23 SUBCHAPTER
24 A. GENERAL PROVISIONS
25 B. MEMBERSHIP AND CORPORATE FINANCE
26 C. COOPERATIVE CONTRACTS
27 SUBCHAPTER A
28 GENERAL PROVISIONS
29 SEC.
30 7101. SHORT TITLE OF SUBPART.
19870S1200B2515 - 456 -
1 7102. COOPERATIVE CORPORATIONS GENERALLY.
2 7103. USE OF TERM "COOPERATIVE" IN CORPORATE NAME.
3 § 7101. SHORT TITLE OF SUBPART.
4 THIS SUBPART SHALL BE KNOWN AND MAY BE CITED AS THE
5 COOPERATIVE CORPORATION LAW OF 1988.
6 § 7102. COOPERATIVE CORPORATIONS GENERALLY.
7 (A) GENERAL RULE.--ANY CORPORATION INCORPORATED UNDER THIS
8 PART MAY BE ORGANIZED ON THE COOPERATIVE PRINCIPLE BY SETTING
9 FORTH IN ITS ARTICLES A COMMON BOND OF MEMBERSHIP AMONG ITS
10 SHAREHOLDERS OR MEMBERS BY REASON OF OCCUPATION, RESIDENCE OR
11 OTHERWISE AND THAT IT IS A COOPERATIVE CORPORATION.
12 (B) APPLICABLE LAW.--A CORPORATION INCORPORATED UNDER THIS
13 SUBPART SHALL BE GOVERNED BY THE APPLICABLE PROVISIONS OF THIS
14 SUBPART AND, TO THE EXTENT NOT INCONSISTENT WITH THIS SUBPART:
15 (1) SUBPART B (RELATING TO BUSINESS CORPORATIONS) IF ITS
16 ARTICLES STATE THAT IT IS INCORPORATED FOR A PURPOSE OR
17 PURPOSES INVOLVING PECUNIARY PROFIT, INCIDENTAL OR OTHERWISE,
18 TO ITS SHAREHOLDERS OR MEMBERS OR IF ITS ARTICLES ARE SILENT
19 ON THE SUBJECT.
20 (2) SUBPART C (RELATING TO NONPROFIT CORPORATIONS) IF:
21 (I) ITS ARTICLES STATE THAT IT IS INCORPORATED FOR A
22 PURPOSE OR PURPOSES NOT INVOLVING PECUNIARY PROFIT.
23 (II) (RESERVED).
24 (C) CREDIT UNIONS.--THIS SUBPART SHALL NOT APPLY TO A CREDIT
25 UNION, WHETHER PROPOSED OR EXISTING, EXCEPT AS OTHERWISE
26 EXPRESSLY PROVIDED IN THIS SUBPART OR AS OTHERWISE PROVIDED BY
27 STATUTE APPLICABLE TO THE CORPORATION.
28 § 7103. USE OF TERM "COOPERATIVE" IN CORPORATE NAME.
29 (A) GENERAL RULE.--EXCEPT AS OTHERWISE PROVIDED BY STATUTE:
30 (1) THE CORPORATE NAME OF A COOPERATIVE CORPORATION
19870S1200B2515 - 457 -
1 SHALL CONTAIN THE TERM "COOPERATIVE" OR AN ABBREVIATION
2 THEREOF.
3 (2) THE NAME OF AN ASSOCIATION SHALL NOT CONTAIN THE
4 TERM "COOPERATIVE" OR AN ABBREVIATION THEREOF UNLESS THE
5 ASSOCIATION IS A COOPERATIVE CORPORATION.
6 (B) CROSS REFERENCE.--SEE SECTION 7 OF THE ACT OF JUNE 21,
7 1937 (P.L.1969, NO.389), KNOWN AS THE ELECTRIC COOPERATIVE
8 CORPORATION ACT.
9 SUBCHAPTER B
10 MEMBERSHIP AND CORPORATE FINANCE
11 SEC.
12 7111. VOTING RIGHTS.
13 7112. DISTRIBUTIONS.
14 § 7111. VOTING RIGHTS.
15 EXCEPT AS OTHERWISE PROVIDED BY STATUTE, EACH MEMBER OF A
16 COOPERATIVE CORPORATION SHALL HAVE ONE VOTE, UNLESS THE
17 CORPORATION IS ORGANIZED ON THE BASIS OF INTERESTS IN REAL
18 PROPERTY OR MARKET SHARES OR SIMILAR DIVISIONS OF USEFUL
19 PROPERTY OR COOPERATIVE ACTIVITY, IN WHICH CASE THE ARTICLES OR
20 A BYLAW ADOPTED BY THE MEMBERS MAY PROVIDE FOR VOTING ON THE
21 BASIS OF APARTMENT UNITS OR MARKET SHARES OR OTHER SIMILAR UNITS
22 OF USEFUL PROPERTY OR COOPERATIVE ACTIVITY.
23 § 7112. DISTRIBUTIONS.
24 NOTWITHSTANDING SECTION 5551 (RELATING TO DIVIDENDS
25 PROHIBITED; COMPENSATION AND CERTAIN PAYMENTS AUTHORIZED), A
26 COOPERATIVE CORPORATION MAY MAKE PATRONAGE REBATES OR OTHER
27 DISTRIBUTIONS TO ITS MEMBERS OR PATRONS IN CONFORMITY WITH THE
28 PURPOSES FOR WHICH IT IS INCORPORATED. A PATRONAGE REBATE OR
29 DIVIDEND THAT IS, OR IS EQUIVALENT TO, A REDUCTION IN THE CHARGE
30 MADE BY A COOPERATIVE CORPORATION TO A MEMBER FOR GOODS OR
19870S1200B2515 - 458 -
1 SERVICES SHALL NOT CONSTITUTE A DIVIDEND OR DISTRIBUTION WITHIN
2 THE MEANING OF THIS PART OR ANY OTHER PROVISION OF LAW.
3 SUBCHAPTER C
4 COOPERATIVE CONTRACTS
5 SEC.
6 7121. COOPERATIVE CONTRACTS GENERALLY.
7 7122. NOTICE OF COOPERATIVE CONTRACTS.
8 7123. FILING PROCEDURES.
9 7124. RELIEF AGAINST BREACH OR THREATENED BREACH OF
10 CONTRACT; PENALTY FOR INTERFERENCE.
11 7125. ACTION FOR CIVIL PENALTY FOR INDUCING BREACH OR
12 SPREADING FALSE REPORTS.
13 § 7121. COOPERATIVE CONTRACTS GENERALLY.
14 (A) GENERAL RULE.--A CONTRACT BETWEEN A COOPERATIVE
15 CORPORATION AND ANY MEMBER, WHETHER CONTAINED IN THE BYLAWS OR A
16 SEPARATE WRITING, MAY REQUIRE THE MEMBER TO:
17 (1) SELL, MARKET OR DELIVER TO OR THROUGH THE
18 CORPORATION OR ANY FACILITIES FURNISHED BY IT, ALL OR ANY
19 SPECIFIED PART OF PRODUCTS PRODUCED OR TO BE PRODUCED EITHER
20 BY THE MEMBER OR UNDER THE CONTROL OF THE MEMBER.
21 (2) AUTHORIZE THE CORPORATION OR ANY FACILITIES
22 FURNISHED BY IT TO ACT FOR THE MEMBER IN ANY MANNER WITH
23 RESPECT TO ALL OR ANY SPECIFIED PART OF PRODUCTS PRODUCED OR
24 TO BE PRODUCED EITHER BY THE MEMBER OR UNDER THE CONTROL OF
25 THE MEMBER.
26 (3) BUY OR PROCURE FROM OR THROUGH THE CORPORATION OR
27 ANY FACILITIES FURNISHED BY IT, ALL OR ANY SPECIFIED PART OF
28 GOODS OR SERVICES TO BE BOUGHT OR PROCURED BY THE MEMBER.
29 (4) AUTHORIZE THE CORPORATION OR ANY FACILITIES
30 FURNISHED BY IT TO ACT FOR THE MEMBER IN ANY MANNER IN THE
19870S1200B2515 - 459 -
1 PROCUREMENT OF GOODS OR THE PROCUREMENT OR PERFORMANCE OF
2 SERVICES.
3 (B) DAMAGES FOR BREACH.--A CONTRACT AUTHORIZED BY SUBSECTION
4 (A) MAY FIX AND REQUIRE LIQUIDATED DAMAGES TO BE PAID BY THE
5 MEMBER TO THE COOPERATIVE CORPORATION IN THE EVENT OF BREACH OF
6 THE CONTRACT BY THE MEMBER. LIQUIDATED DAMAGES MAY BE A
7 PERCENTAGE OF THE VALUE OR A SPECIFIC AMOUNT PER UNIT OF THE
8 PRODUCTS, GOODS OR SERVICES INVOLVED IN OR THE SUBJECT OF THE
9 BREACH, OR A SPECIFIC SUM.
10 (C) COLLECTIVE ACTION.--TWO OR MORE COOPERATIVE CORPORATIONS
11 MAY CONTRACT AND ACT IN ASSOCIATION, CORPORATE OR OTHERWISE, TO
12 PERFORM COLLECTIVELY ANY OF THEIR POWERS, PURPOSES OR CONTRACTS.
13 (D) DEFINITION.--A CONTRACT DESCRIBED IN SUBSECTION (A) IS
14 REFERRED TO IN THIS SUBCHAPTER AS A "COOPERATIVE CONTRACT," AND,
15 UNLESS THE CONTEXT OTHERWISE REQUIRES, THE TERM MEANS THE
16 ORIGINAL COOPERATIVE CONTRACT AND ANY AMENDMENTS.
17 § 7122. NOTICE OF COOPERATIVE CONTRACTS.
18 (A) GENERAL RULE.--A COOPERATIVE CORPORATION MAY FILE ANY
19 COOPERATIVE CONTRACT IN THE MANNER PROVIDED IN SECTION 7123
20 (RELATING TO FILING PROCEDURES) FOR THE PURPOSE OF PROVIDING
21 NOTICE OF ITS EXISTENCE AND CONTENTS AS PROVIDED IN SUBSECTION
22 (B). IF THE CORPORATION HAS SUBSTANTIALLY UNIFORM COOPERATIVE
23 CONTRACTS WITH MORE THAN ONE MEMBER, IT MAY, IN LIEU OF FILING
24 THE ORIGINAL CONTRACTS, FILE:
25 (1) A TRUE COPY OF THE UNIFORM CONTRACT; AND
26 (2) A LIST OR LISTS OF THE NAMES AND ADDRESSES OF
27 MEMBERS WHO HAVE EXECUTED THE CONTRACT AND THE EFFECTIVE DATE
28 OF THE CONTRACT AS TO EACH SUCH MEMBER.
29 (B) EFFECT OF FILING.--FILING PURSUANT TO SECTION 7123 SHALL
30 OPERATE AS CONSTRUCTIVE NOTICE TO ALL PERSONS OF THE EXISTENCE
19870S1200B2515 - 460 -
1 AND CONTENTS OF THE COOPERATIVE CONTRACT. ANY RIGHT, TITLE,
2 INTEREST OR LIEN CREATED AS TO THE PRODUCTS COVERED BY THE
3 CONTRACT SUBSEQUENT TO SUCH FILING WHILE SUCH FILING IS IN
4 EFFECT IS SUBJECT TO THE RIGHT, TITLE OR INTEREST OF THE
5 COOPERATIVE CORPORATION UNDER THE CONTRACT. IF THE MEMBER
6 CREATES ANY MORTGAGE UPON OR OTHER SECURITY INTEREST IN ANY SUCH
7 PRODUCTS SUBSEQUENT TO THE FILING OF THE CONTRACT AND IF THE
8 MEMBER AND THE MORTGAGEE OR SECURED PARTY JOINTLY NOTIFY THE
9 CORPORATION IN WRITING OF THE EXISTENCE AND AMOUNT OF THE
10 MORTGAGE OR OTHER SECURITY INTEREST, ALL PAYMENTS WHICH AFTER
11 SUCH NOTICE BECOME DUE FROM THE CORPORATION TO THAT MEMBER BY
12 REASON OF THE SALE OR OTHER HANDLING OF THOSE PRODUCTS BY THE
13 CORPORATION SHALL BE PAID BY THE CORPORATION TO THE MORTGAGEE OR
14 OTHER SECURED INTEREST UNTIL THE AMOUNT OF THE MORTGAGE OR THE
15 SUM DUE THE SECURED PARTY HAS BEEN PAID, AND THE BALANCE
16 THEREAFTER SHALL BE PAID TO THE MEMBER.
17 § 7123. FILING PROCEDURES.
18 (A) PLACE AND METHOD OF FILING.--THE PROPER PLACE TO FILE A
19 COOPERATIVE CONTRACT AUTHORIZED BY SECTION 7121(A)(1) OR (2)
20 (RELATING TO COOPERATIVE CONTRACTS GENERALLY) IS IN THE
21 DEPARTMENT OF STATE. SUBCHAPTER B OF CHAPTER 1 (RELATING TO
22 FUNCTIONS AND POWERS OF DEPARTMENT OF STATE) SHALL NOT APPLY TO
23 A FILING UNDER THIS SUBCHAPTER.
24 (B) AMENDMENTS.--A COOPERATIVE CONTRACT THAT HAS BEEN FILED
25 UNDER THIS SECTION MAY BE AMENDED BY FILING A WRITING SIGNED BY
26 BOTH THE COOPERATIVE CORPORATION AND THE MEMBER. THE FILING OF
27 AN AMENDMENT DOES NOT EXTEND THE PERIOD OF EFFECTIVENESS OF A
28 FILING OF A COOPERATIVE CONTRACT.
29 (C) SUFFICIENCY OF NAME OF MEMBER.--WHERE A MEMBER SO
30 CHANGES HIS NAME OR IN THE CASE OF AN ASSOCIATION ITS NAME,
19870S1200B2515 - 461 -
1 IDENTITY OR CORPORATE STRUCTURE THAT A FILING OF A COOPERATIVE
2 CONTRACT BECOMES SERIOUSLY MISLEADING, THE FILING IS NOT
3 EFFECTIVE MORE THAN FOUR MONTHS AFTER THE CHANGE, UNLESS A NEW
4 FILING IS MADE BEFORE THE EXPIRATION OF THAT TIME.
5 (D) EFFECT OF MINOR ERRORS.--A FILING SUBSTANTIALLY
6 COMPLYING WITH THE REQUIREMENTS OF THIS SUBCHAPTER IS EFFECTIVE
7 EVEN THOUGH IT CONTAINS MINOR ERRORS THAT ARE NOT SERIOUSLY
8 MISLEADING.
9 (E) WHAT CONSTITUTES FILING.--PRESENTATION FOR FILING OF A
10 COOPERATIVE CONTRACT AND TENDER OF THE FILING FEE TO OR
11 ACCEPTANCE OF THE CONTRACT BY THE DEPARTMENT CONSTITUTES FILING
12 UNDER THIS SUBCHAPTER.
13 (F) DURATION OF EFFECTIVENESS OF FILING IN GENERAL.--THE
14 FILING OF A COOPERATIVE CONTRACT SHALL BE EFFECTIVE FOR A PERIOD
15 OF FIVE YEARS FROM THE DATE OF FILING OR THE DURATION OF THE
16 CONTRACT, WHICHEVER IS LESS. THE EFFECTIVENESS OF A COOPERATIVE
17 CONTRACT FILING LAPSES ON THE EXPIRATION OF SUCH PERIOD UNLESS A
18 CONTINUATION STATEMENT IS FILED PRIOR TO THE LAPSE.
19 (G) CONTINUATION STATEMENT.--A CONTINUATION STATEMENT MAY BE
20 FILED BY THE COOPERATIVE CORPORATION WITHIN SIX MONTHS PRIOR TO
21 THE EXPIRATION OF THE FIVE-YEAR PERIOD SPECIFIED IN SUBSECTION
22 (F). ANY SUCH CONTINUATION STATEMENT MUST BE SIGNED BY THE
23 CORPORATION, IDENTIFY THE ORIGINAL COOPERATIVE CONTRACT FILING
24 BY FILE NUMBER AND STATE THAT THE ORIGINAL CONTRACT IS STILL
25 EFFECTIVE. UPON TIMELY FILING OF THE CONTINUATION STATEMENT, THE
26 EFFECTIVENESS OF THE ORIGINAL FILING SHALL BE CONTINUED FOR FIVE
27 YEARS AFTER THE LAST DATE TO WHICH THE FILING WAS EFFECTIVE
28 WHEREUPON IT SHALL LAPSE IN THE SAME MANNER AS PROVIDED IN
29 SUBSECTION (F) UNLESS ANOTHER CONTINUATION STATEMENT IS FILED
30 PRIOR TO SUCH LAPSE. SUCCEEDING CONTINUATION STATEMENTS MAY BE
19870S1200B2515 - 462 -
1 FILED IN THE SAME MANNER TO CONTINUE THE EFFECTIVENESS OF THE
2 ORIGINAL FILING.
3 (H) DUTIES OF DEPARTMENT.--THE DEPARTMENT SHALL MARK EACH
4 COOPERATIVE CONTRACT WITH A FILE NUMBER AND WITH THE DATE AND
5 HOUR OF FILING AND SHALL HOLD THE CONTRACT OR A MICROFILM OR
6 OTHER PHOTOGRAPHIC COPY THEREOF FOR PUBLIC INSPECTION. IN
7 ADDITION, THE DEPARTMENT SHALL INDEX THE CONTRACT ACCORDING TO
8 THE NAME OF THE COOPERATIVE CORPORATION AND THE NAME OR NAMES OF
9 THE MEMBERS WHO ARE PARTIES THERETO AND SHALL NOTE IN THE INDEX
10 THE FILE NUMBER AND THE ADDRESS OF THE CORPORATION AND THE
11 ADDRESS OR ADDRESSES OF THE MEMBERS.
12 (I) TERMINATION.--WHEN A COOPERATIVE CONTRACT FILED UNDER
13 THIS SUBCHAPTER HAS BEEN TERMINATED IN ANY MANNER, THE
14 COOPERATIVE CORPORATION SHALL GIVE, UPON DEMAND, A TERMINATION
15 STATEMENT TO THE MEMBER PARTY TO THE CONTRACT, WHO MAY FILE THE
16 STATEMENT WITH THE DEPARTMENT. A COOPERATIVE CORPORATION MAY
17 FILE AT ANY TIME A TERMINATION STATEMENT LISTING THE NAMES OF
18 ALL PERSONS WHOSE CONTRACTS HAVE BEEN TERMINATED IN ANY MANNER
19 OTHER THAN BY EXPIRATION OF THEIR TERM. UPON PRESENTATION TO THE
20 DEPARTMENT OF A TERMINATION STATEMENT, IT SHALL BE NOTED IN THE
21 INDEX. IF THE TERMINATION STATEMENT HAS BEEN FILED IN DUPLICATE,
22 THE DEPARTMENT SHALL RETURN ONE COPY OF THE TERMINATION
23 STATEMENT TO THE MEMBER OR CORPORATION STAMPED TO SHOW THE DATE
24 AND TIME OF RECEIPT THEREOF.
25 (J) MARKING COPY OF FILINGS.--IF THE PERSON FILING ANY
26 COOPERATIVE CONTRACT, CONTINUATION STATEMENT OR TERMINATION
27 STATEMENT FURNISHES THE DEPARTMENT A COPY THEREOF, THE
28 DEPARTMENT UPON REQUEST SHALL NOTE UPON THE COPY THE FILE NUMBER
29 AND DATE AND HOUR OF THE FILING OF THE ORIGINAL AND DELIVER OR
30 SEND THE COPY TO SUCH PERSON.
19870S1200B2515 - 463 -
1 (K) FURNISHING CERTIFICATES AND COPIES.--UPON REQUEST OF ANY
2 PERSON, THE DEPARTMENT SHALL ISSUE A CERTIFICATE SHOWING WHETHER
3 THERE IS ON FILE ON THE DATE AND HOUR STATED THEREIN, ANY
4 PRESENTLY EFFECTIVE COOPERATIVE CONTRACT FILING NAMING A
5 PARTICULAR MEMBER AND IF THERE IS, GIVING THE DATE AND HOUR OF
6 FILING OF EACH SUCH CONTRACT, THE FILE NUMBER THEREOF AND THE
7 NAME AND ADDRESS OF THE COOPERATIVE CORPORATION.
8 (L) RETENTION OF MICROFILM OR OTHER COPIES IN LIEU OF
9 ORIGINALS; ADMISSIBILITY OF COPIES IN EVIDENCE; DUTIES OF
10 DEPARTMENT.--IN LIEU OF RETAINING THE ORIGINALS OF ANY OR ALL
11 PAPERS FILED WITH IT UNDER THIS SUBCHAPTER, THE DEPARTMENT MAY
12 MAKE MICROFILM, PHOTOGRAPHIC, PHOTOSTATIC OR OTHER COPIES OF
13 THEM WHICH ACCURATELY REPRODUCE SUCH ORIGINALS AND MAY
14 THEREAFTER DISPOSE OF THE ORIGINALS SO COPIED, AND ANY COPY SO
15 MADE SHALL BE ADMISSIBLE IN EVIDENCE IN ANY PROCEEDING WITH THE
16 SAME EFFECT AS THOUGH IT WERE AN ORIGINAL.
17 (M) ILLEGIBLE FILINGS.--THE DUTIES OF THE DEPARTMENT
18 PRESCRIBED IN THIS SUBCHAPTER SHALL RELATE ONLY TO CLEARLY
19 LEGIBLE PAPERS FILED WITH IT OR SUBMITTED TO IT FOR FILING. THE
20 DEPARTMENT SHALL PROMPTLY RETURN TO THE PERSON SUBMITTING THE
21 SAME ANY PAPER THAT IS NOT CLEARLY LEGIBLE.
22 § 7124. RELIEF AGAINST BREACH OR THREATENED BREACH OF CONTRACT;
23 PENALTY FOR INTERFERENCE.
24 (A) RELIEF AGAINST MEMBER.--IN THE EVENT OF A BREACH OR
25 THREATENED BREACH OF A COOPERATIVE CONTRACT, THE COOPERATIVE
26 CORPORATION SHALL BE ENTITLED TO AN INJUNCTION TO PREVENT THE
27 BREACH OR ANY FURTHER BREACH THEREOF, AND TO A DECREE OF
28 SPECIFIC PERFORMANCE THEREOF. UPON SHOWING THE BREACH OR
29 THREATENED BREACH AND UPON FILING A SUFFICIENT BOND, THE
30 CORPORATION SHALL BE ENTITLED TO A PRELIMINARY OR SPECIAL
19870S1200B2515 - 464 -
1 INJUNCTION.
2 (B) RELIEF AGAINST THIRD PARTIES.--ANY PERSON WHO, WITH
3 KNOWLEDGE THAT A COOPERATIVE CONTRACT EXISTS, INDUCES OR
4 ATTEMPTS TO INDUCE ANY MEMBER TO BREACH THE CONTRACT, OR WHO IN
5 ANY MANNER AIDS A BREACH OF THE CONTRACT, SHALL BE LIABLE TO THE
6 COOPERATIVE CORPORATION FOR DAMAGES CAUSED BY SUCH INTERFERENCE.
7 THE CORPORATION SHALL ALSO BE ENTITLED TO AN INJUNCTION TO
8 PREVENT ANY INTERFERENCE OR FURTHER INTERFERENCE WITH THE
9 CONTRACT.
10 § 7125. ACTION FOR CIVIL PENALTY FOR INDUCING BREACH OR
11 SPREADING FALSE REPORTS.
12 IN ADDITION TO THE REMEDIES PROVIDED IN SECTION 7124(B)
13 (RELATING TO RELIEF AGAINST THIRD PARTIES), ANY PERSON WHO
14 KNOWINGLY AND MALICIOUSLY INDUCES OR ATTEMPTS TO INDUCE ANY
15 MEMBER OF A COOPERATIVE CORPORATION TO BREACH A COOPERATIVE
16 CONTRACT, OR WHO KNOWINGLY AND MALICIOUSLY SPREADS ANY FALSE
17 REPORT ABOUT THE FINANCES OR MANAGEMENT OF A COOPERATIVE
18 CORPORATION SHALL BE LIABLE, IN A CIVIL ACTION, TO THE
19 CORPORATION AGGRIEVED, IN THE AMOUNT OF $500 FOR EACH OFFENSE.
20 ARTICLE B
21 DOMESTIC COOPERATIVE CORPORATION
22 ANCILLARIES
23 CHAPTER
24 73. ELECTRIC COOPERATIVE CORPORATIONS
25 75. COOPERATIVE AGRICULTURAL ASSOCIATIONS
26 77. WORKERS' COOPERATIVE CORPORATIONS <--
27 CHAPTER 73
28 ELECTRIC COOPERATIVE CORPORATIONS
29 SEC.
30 7301. EXISTING LAW SAVED FROM REPEAL.
19870S1200B2515 - 465 -
1 § 7301. EXISTING LAW SAVED FROM REPEAL.
2 PENDING CODIFICATION IN THIS TITLE OF THE ACT OF JUNE 21,
3 1937 (P.L.1969, NO.389), KNOWN AS THE ELECTRIC COOPERATIVE
4 CORPORATION ACT, THIS PART SHALL NOT APPLY TO AN ELECTRIC
5 COOPERATIVE CORPORATION.
6 CHAPTER 75
7 COOPERATIVE AGRICULTURAL ASSOCIATIONS
8 SEC.
9 7501. EXISTING LAW SAVED FROM REPEAL.
10 § 7501. EXISTING LAW SAVED FROM REPEAL.
11 PENDING CODIFICATION IN THIS TITLE OF THE ACT OF JUNE 12,
12 1968 (P.L.173, NO.94), KNOWN AS THE COOPERATIVE AGRICULTURAL
13 ASSOCIATION ACT, THIS PART SHALL NOT APPLY TO A COOPERATIVE
14 AGRICULTURAL ASSOCIATION.
15 CHAPTER 77 <--
16 WORKERS' COOPERATIVE CORPORATIONS
17 SEC.
18 7701. DEFINITIONS.
19 7702. CORPORATIONS.
20 7703. ARTICLES OF INCORPORATION.
21 7704. CONTENT OF ARTICLES.
22 7705. CAPITAL STOCK.
23 7706. INTERNAL CAPITAL ACCOUNTS AND NET WORTH.
24 7707. VOTING.
25 7708. ACCEPTANCE AND TERMINATION OF MEMBERSHIP.
26 7709. POWER TO BUY, SELL OR TRADE.
27 7710. INDIVIDUAL LIABILITY OF MEMBERS.
28 7711. CORPORATE POWERS.
29 7712. INVESTMENT OF CAPITAL STOCK IN OTHER CORPORATIONS.
30 7713. MEETINGS.
19870S1200B2515 - 466 -
1 7714. RECORDS.
2 7715. AUDIT.
3 7716. DIRECTORS AND OFFICERS.
4 7717. PATRONAGE DISTRIBUTIONS.
5 7718. INDEMNITY.
6 7719. UNLAWFUL DIVIDENDS.
7 7720. AMENDMENTS OF ARTICLES.
8 7721. BYLAWS.
9 7722. BENEFITS BESTOWED ON ASSOCIATIONS BY COMPLIANCE
10 WITH THIS CHAPTER.
11 7723. DISSOLUTION.
12 7724. CONVERSION TO A CORPORATION GOVERNED BY THE BUSINESS
13 CORPORATION LAW.
14 7725. SAVINGS PROVISIONS.
15 7726. APPLICABILITY.
16 § 7701. DEFINITIONS.
17 THE FOLLOWING WORDS AND PHRASES WHEN USED IN THIS CHAPTER
18 SHALL HAVE THE MEANINGS GIVEN TO THEM IN THIS SECTION UNLESS THE
19 CONTEXT CLEARLY INDICATES OTHERWISE:
20 "BUREAU." THE CORPORATION BUREAU OF THE DEPARTMENT.
21 "CORPORATION." A CORPORATION ORGANIZED FOR PROFIT WHICH HAS
22 ELECTED TO BE GOVERNED BY THIS CHAPTER.
23 "MEMBER." AN INDIVIDUAL WHO PATRONIZES A CORPORATION BY THE
24 CONTRIBUTION OF LABOR AND WHO HAS BEEN ACCEPTED FOR MEMBERSHIP
25 IN AND OWNS A MEMBERSHIP SHARE ISSUED BY THE CORPORATION.
26 "PATRONAGE." THE NUMBER OF HOURS OF WORK PERFORMED AS A
27 MEMBER OF A CORPORATION.
28 "PATRONAGE ALLOCATION." THE SHARE OF NET EARNINGS OR LOSSES
29 WITH RESPECT TO A PERIOD OF TIME PAID OR CREDITED TO A MEMBER ON
30 THE BASIS OF THE RATIO WHICH THE MEMBER'S PATRONAGE DURING THE
19870S1200B2515 - 467 -
1 PERIOD INVOLVED BEARS TO TOTAL PATRONAGE BY ALL MEMBERS DURING
2 THAT PERIOD.
3 "WRITTEN NOTICE OF ALLOCATION." A WRITTEN INSTRUMENT WHICH
4 DISCLOSES TO A MEMBER THE STATED DOLLAR AMOUNT OF THE MEMBER'S
5 PATRONAGE ALLOCATION AND THE TERMS OF PAYMENT OF THAT AMOUNT BY
6 THE CORPORATION.
7 § 7702. CORPORATIONS.
8 (A) MEMBERS AND PURPOSE.--CORPORATIONS, PRODUCTIVE AND
9 DISTRIBUTIVE, MAY BE INCORPORATED UNDER THIS CHAPTER, UPON
10 COMPLIANCE WITH ITS REQUIREMENTS, BY FIVE OR MORE FARMERS,
11 MECHANICS, LABORERS OR OTHER PERSONS, WHO HAVE INCORPORATED
12 THEMSELVES TOGETHER BY WRITTEN ARTICLES UNDER SECTION 7703
13 (RELATING TO ARTICLES OF INCORPORATION), FOR THE PURPOSE OF
14 CARRYING ON AGRICULTURAL, HORTICULTURAL, MINING, QUARRYING,
15 BUILDING, MECHANICAL, MANUFACTURING OR COMMERCIAL BUSINESS; FOR
16 THE PURPOSE OF MANUFACTURING, CULTIVATING, RAISING, TRADING OR
17 DEALING IN GOODS, WARES, MERCHANDISE, CHATTELS, GRAINS,
18 VEGETABLES, ROOTS, FRUITS AND OTHER PRODUCE OR ANIMALS; OR FOR
19 THE PURPOSE OF BUYING, SELLING, HOLDING, LEASING OR IMPROVING
20 LANDS, TENEMENTS OR BUILDINGS.
21 (B) NAME.--
22 (1) THE CORPORATION MAY ADOPT ANY CORPORATE NAME TO
23 INDICATE ITS COOPERATIVE CHARACTER AS LONG AS THE NAME HAS
24 NOT BEEN PREVIOUSLY ADOPTED.
25 (2) THE TWO LAST WORDS OF THE NAME SHALL BE "COOPERATIVE
26 CORPORATION"; BUT IT SHALL BE UNLAWFUL TO USE IN THE NAME
27 EITHER THE WORDS "SOCIETY" OR "COMPANY." A VIOLATION OF THIS
28 PARAGRAPH BY A CORPORATION FORMED UNDER THIS CHAPTER RENDERS
29 EACH MEMBER PERSONALLY LIABLE FOR ALL DEBTS OF THE
30 CORPORATION.
19870S1200B2515 - 468 -
1 (C) BUSINESS OFFICE.--A CORPORATION MUST HAVE A REGULAR
2 BUSINESS OFFICE.
3 § 7703. ARTICLES OF INCORPORATION.
4 (A) ADVERTISEMENT.--THE INCORPORATORS SHALL ADVERTISE THEIR
5 INTENTION TO FILE OR THE CORPORATION SHALL ADVERTISE THE FILING
6 OF ARTICLES OF INCORPORATION WITH THE DEPARTMENT ONE TIME IN TWO
7 NEWSPAPERS OF GENERAL CIRCULATION, ONE OF WHICH SHALL BE A
8 NEWSPAPER DESIGNATED BY THE RULES OF COURT FOR THE PUBLICATION
9 OF LEGAL NOTICES, OR IN TWO NEWSPAPERS OF GENERAL CIRCULATION
10 PUBLISHED IN THE COUNTY IN WHICH THE INITIAL REGISTERED OFFICE
11 OF THE CORPORATION IS TO BE LOCATED. IF THERE IS ONLY ONE
12 NEWSPAPER OF GENERAL CIRCULATION PUBLISHED IN A COUNTY,
13 ADVERTISEMENTS IN THAT NEWSPAPER SHALL BE SUFFICIENT.
14 ADVERTISEMENTS MAY APPEAR PRIOR TO OR AFTER THE DAY THE ARTICLES
15 OF INCORPORATION ARE FILED WITH THE DEPARTMENT AND SHALL SET
16 FORTH BRIEFLY:
17 (1) THE NAME OF THE PROPOSED CORPORATION.
18 (2) A STATEMENT THAT THE CORPORATION IS TO BE OR HAS
19 BEEN ORGANIZED UNDER THIS CHAPTER.
20 (3) THE PURPOSE OF THE CORPORATION.
21 (4) THE TIME OF FILING THE ARTICLES WITH THE DEPARTMENT.
22 (B) APPROVAL OF ARTICLES.--THE ARTICLES OF INCORPORATION,
23 SIGNED BY EACH OF THE INCORPORATORS, TOGETHER WITH ANY FILING
24 FEE REQUIRED TO BE PAID, SHALL BE DELIVERED TO THE DEPARTMENT.
25 IF THE DEPARTMENT FINDS THAT THE ARTICLES COMPLY WITH SECTION
26 7704 (RELATING TO CONTENT OF ARTICLE) AND THAT ALL REQUIRED FEES
27 HAVE BEEN PAID, IT SHALL APPROVE THE ARTICLES OF INCORPORATION;
28 AND A COPY OF THE ARTICLES SHALL BE RECORDED IN THE BUREAU. UPON
29 THE APPROVAL OF THE ARTICLES OF INCORPORATION, THE CORPORATION'S
30 EXISTENCE BEGINS.
19870S1200B2515 - 469 -
1 (C) EVIDENCE OF INCORPORATION.--THE ARTICLES OF
2 INCORPORATION AS APPROVED ARE CONCLUSIVE EVIDENCE OF THE FACT
3 THAT THE CORPORATION HAS BEEN ORGANIZED; BUT PROCEEDINGS MAY BE
4 INSTITUTED BY THE COMMONWEALTH TO DISSOLVE, WIND UP AND
5 TERMINATE A CORPORATION WHICH SHOULD NOT HAVE BEEN INCORPORATED
6 OR WHICH HAS BEEN INCORPORATED BY MEANS OF FRAUD OR
7 MISREPRESENTATION OR WITHOUT SUBSTANTIAL GOOD FAITH COMPLIANCE
8 WITH THE CONDITIONS PRESCRIBED BY THIS CHAPTER AS PRECEDENT TO
9 INCORPORATION.
10 § 7704. CONTENT OF ARTICLES.
11 THE ARTICLES OF INCORPORATION SHALL BE SIGNED BY THE PERSONS
12 ORIGINALLY ASSOCIATING THEMSELVES TOGETHER AND SHALL STATE
13 DISTINCTLY:
14 (1) THE NAME BY WHICH THE CORPORATION SHALL BE KNOWN,
15 WHICH MAY NOT BE THE SAME AS, OR CONFUSINGLY SIMILAR TO, THE
16 NAME OF AN ASSOCIATION OR CORPORATION EXISTING UNDER THE LAW
17 OF THE COMMONWEALTH, THE NAME OF A FOREIGN OR ALIEN
18 ASSOCIATION OR CORPORATION AUTHORIZED TO TRANSACT BUSINESS IN
19 THIS COMMONWEALTH, OR A CORPORATE NAME RESERVED OR REGISTERED
20 AS PROVIDED BY LAW.
21 (2) THE PLACE IN THIS COMMONWEALTH WHERE THE PRINCIPAL
22 OFFICE IS TO BE LOCATED.
23 (3) A BRIEF STATEMENT:
24 (I) OF THE PURPOSE OR PURPOSES FOR WHICH THE
25 CORPORATION IS INCORPORATED, WHICH MAY CONSIST OF A
26 STATEMENT THAT THE CORPORATION HAS UNLIMITED POWERS TO
27 ENGAGE IN ANY LAWFUL ACT CONCERNING ANY BUSINESS FOR
28 WHICH CORPORATIONS MAY BE INCORPORATED UNDER THIS
29 CHAPTER; AND
30 (II) THAT THE CORPORATION IS INCORPORATED UNDER THIS
19870S1200B2515 - 470 -
1 ACT.
2 (4) A DESCRIPTION OF THE CAPITAL STOCK OF EACH CLASS
3 WHICH IS TO BE ISSUED; A STATEMENT OF THE PREFERENCES,
4 QUALIFICATIONS, LIMITATIONS, RESTRICTIONS AND SPECIAL OR
5 RELATIVE RIGHTS GRANTED TO OR IMPOSED UPON THE SHARES OF EACH
6 CLASS OF CAPITAL STOCK; THE TOTAL AUTHORIZED CAPITAL STOCK;
7 THE NUMBER OF SHARES INTO WHICH THE CAPITAL STOCK IS DIVIDED;
8 AND THE PAR VALUE OF EACH SHARE OF CAPITAL STOCK.
9 (5) THE AMOUNT OF CAPITAL THAT WILL BE ACTUALLY PAID IN
10 BEFORE COMMENCING BUSINESS.
11 (6) THE TERMS ON WHICH INDIVIDUALS MAY BECOME MEMBERS.
12 (7) THE NUMBER OF DIRECTORS, WHICH MAY NOT BE LESS THAN
13 FIVE, CONSTITUTING THE INITIAL BOARD OF DIRECTORS AND THE
14 NAMES AND ADDRESSES OF THE PERSONS WHO ARE TO SERVE AS
15 DIRECTORS UNTIL THE FIRST ANNUAL MEETING OF THE MEMBERS OR
16 UNTIL THEIR SUCCESSORS ARE ELECTED AND TAKE OFFICE.
17 (8) OTHER MATTERS AS MAY BE DEEMED PROPER AND NECESSARY.
18 (9) THE TERM OF ITS EXISTENCE, WHICH SHALL BE EITHER
19 PERPETUAL OR FOR A FIXED TERM OF YEARS.
20 (10) THE NAME AND POST OFFICE ADDRESS OF EACH OF THE
21 INCORPORATORS; A STATEMENT OF THE NUMBER OF SHARES SUBSCRIBED
22 TO BY EACH, WHICH MUST BE AT LEAST ONE; AND THE CLASS OF
23 SHARES TO WHICH EACH SUBSCRIBES.
24 § 7705. CAPITAL STOCK.
25 (A) ISSUANCE AND REDEMPTION.--A CORPORATION SHALL ISSUE AS
26 CAPITAL STOCK A CLASS OF VOTING COMMON STOCK DESIGNATED AS
27 MEMBERSHIP SHARES ONLY TO THOSE INDIVIDUALS WHO FULFILL ALL
28 REQUIREMENTS FOR MEMBER STATUS UPON TERMS AND CONDITIONS
29 PROVIDED IN THE ARTICLES OF INCORPORATION. EACH MEMBER MAY OWN
30 ONLY ONE MEMBERSHIP SHARE, AND ONLY MEMBERS MAY OWN MEMBERSHIP
19870S1200B2515 - 471 -
1 SHARES. A MEMBER IS ENTITLED TO ONE VOTE PER MEMBERSHIP SHARE ON
2 EACH QUESTION THAT MAY BE PRESENTED AT ANY MEETING OF THE
3 MEMBERS, REGARDLESS OF THE NUMBER OF SHARES OF STOCK OR
4 MEMBERSHIP CAPITAL OWNED BY THE MEMBER. MEMBERSHIP SHARES SHALL
5 BE ISSUED FOR A FEE DETERMINED BY THE BOARD OF DIRECTORS. EXCEPT
6 AS OTHERWISE PROVIDED IN THIS CHAPTER, A MEMBERSHIP SHARE
7 ENTITLES A MEMBER TO THE RIGHTS AND OBLIGATIONS OF A STOCKHOLDER
8 OF A CORPORATION ORGANIZED UNDER THIS TITLE. UPON VOLUNTARY OR
9 INVOLUNTARY TERMINATION OF A MEMBER'S WORK IN THE CORPORATION,
10 THE MEMBERSHIP SHARE SHALL BE TRANSFERRED BACK TO THE
11 CORPORATION AT THE TIME OF THE TERMINATION. THE REDEMPTION PRICE
12 OF A MEMBERSHIP SHARE SHALL BE DETERMINED SOLELY BY REFERENCE TO
13 THE MEMBER'S INTERNAL CAPITAL ACCOUNT UNDER SECTION 7706
14 (RELATING TO INTERNAL CAPITAL ACCOUNTS AND NET WORTH).
15 (B) VOTING POWER.--NO CAPITAL STOCK OTHER THAN MEMBERSHIP
16 SHARES SHALL BE GRANTED VOTING POWER IN A CORPORATION EXCEPT AS
17 PROVIDED IN SECTION 7720 (RELATING TO AMENDMENTS OF ARTICLES)
18 AND THE ARTICLES OF INCORPORATION.
19 (C) PREFERRED STOCK.--A CORPORATION MAY ISSUE AS CAPITAL
20 STOCK A CLASS OF NONVOTING PREFERRED STOCK UPON TERMS AND
21 CONDITIONS PROVIDED IN THE ARTICLES OF INCORPORATION. PREFERRED
22 STOCK SHALL BE FREELY TRANSFERABLE.
23 (D) PAYMENT FOR STOCK.--NO CORPORATION MAY ISSUE A
24 MEMBERSHIP SHARE, AND NO CERTIFICATE OF STOCK MAY BE ISSUED
25 UNTIL FULLY PAID FOR; EXCEPT THAT PROMISSORY NOTES MAY BE
26 ACCEPTED BY THE CORPORATION AS FULL OR PARTIAL PAYMENT IF THE
27 PROMISSORY NOTE REQUIRES PAYMENT BY REGULAR PAYROLL DEDUCTIONS
28 COMMENCING ON THE DATE OF THE MEMBER'S ACCEPTANCE FOR MEMBERSHIP
29 IN THE CORPORATION. THE CORPORATION SHALL HOLD THE MEMBERSHIP
30 SHARE OR STOCK AS SECURITY FOR THE PAYMENT OF THE NOTE, BUT
19870S1200B2515 - 472 -
1 RETENTION AS SECURITY SHALL NOT AFFECT THE MEMBER'S RIGHT TO
2 VOTE AND HOLD OFFICE.
3 (E) FRACTIONAL SHARES AND SCRIP.--FRACTIONAL SHARES OF AND
4 SCRIP FOR COMMON AND PREFERRED STOCK MAY NOT BE ISSUED BY THE
5 CORPORATION.
6 (F) FORM OF CERTIFICATES.--CERTIFICATES REPRESENTING SHARES,
7 MEMBERSHIP SHARES AND EVIDENCES OF A PERSON'S EQUITY IN A FUND,
8 CAPITAL INVESTMENT OR OTHER ASSET OF THE CORPORATION SHALL BE
9 SIGNED BY THE PRESIDENT, VICE PRESIDENT, TREASURER OR ASSISTANT
10 TREASURER AND THE SECRETARY OR AN ASSISTANT SECRETARY OF THE
11 CORPORATION. FACSIMILES OF SIGNATURES ARE ACCEPTABLE. THESE
12 CERTIFICATES MAY BE SEALED WITH THE SEAL OF THE CORPORATION OR A
13 FACSIMILE.
14 (G) DIVIDEND AND LIEN.--DIVIDENDS MAY BE PAID ON PREFERRED
15 STOCK AND MAY BE CUMULATIVE IF THE ARTICLES OF INCORPORATION SO
16 PROVIDE. A CORPORATION SHALL HAVE A LIEN ON ALL OF ITS
17 OUTSTANDING PREFERRED STOCK AND DIVIDENDS DECLARED OR ACCRUED
18 FOR ALL INDEBTEDNESS OF THE HOLDERS TO THE CORPORATION IF
19 PROVISION FOR A LIEN IS STATED ON THE FACE OF THE CERTIFICATE OF
20 STOCK.
21 (H) STATUS OF MEMBERSHIP.--A MEMBERSHIP IS NOT A SECURITY AS
22 DEFINED IN SECTION 102 OF THE ACT OF DECEMBER 5, 1972 (P.L.1280,
23 NO.284), KNOWN AS THE PENNSYLVANIA SECURITIES ACT OF 1972. SALE,
24 REDEMPTION AND OTHER TRANSACTIONS WITH RESPECT TO MEMBERSHIP
25 SHARES ARE NOT GOVERNED BY THE PENNSYLVANIA SECURITIES ACT OF
26 1972; EXCEPT THAT PART IV OF THAT ACT, RELATING TO FRAUDULENT
27 AND PROHIBITED PRACTICES, APPLIES.
28 (I) SALE, TRANSFER AND REDEMPTION OF STOCK.--THE SALE,
29 TRANSFER AND REDEMPTION OF STOCK IN THE CORPORATION OTHER THAN
30 MEMBERSHIP SHARES IS SUBJECT TO THE PENNSYLVANIA SECURITIES ACT
19870S1200B2515 - 473 -
1 OF 1972.
2 (J) ISSUANCE WITHOUT OTHER FIRST OFFER.--UNLESS OTHERWISE
3 PROVIDED IN THE ARTICLES OF INCORPORATION, A CORPORATION MAY
4 ISSUE SHARES WITHOUT FIRST OFFERING THEM TO SHAREHOLDERS OF ANY
5 CLASS.
6 § 7706. INTERNAL CAPITAL ACCOUNTS AND NET WORTH.
7 (A) PURPOSE OF ACCOUNTS.--A CORPORATION SHALL ESTABLISH
8 THROUGH ITS BYLAWS A SYSTEM OF INTERNAL CAPITAL ACCOUNTS TO
9 REFLECT THE BOOK VALUE OF THE CORPORATION AND TO DETERMINE THE
10 REDEMPTION PRICE OF MEMBERSHIP SHARES AND WRITTEN NOTICES OF
11 ALLOCATION.
12 (B) TYPES OF ACCOUNTS.--INTERNAL CAPITAL ACCOUNTS SHALL BE
13 OF TWO TYPES: INDIVIDUAL INTERNAL CAPITAL ACCOUNTS, ONE FOR EACH
14 MEMBER, AND A NONINDIVIDUATED, COLLECTIVE INTERNAL CAPITAL
15 ACCOUNT, WHICH SHALL BE CALLED THE COLLECTIVE RESERVE ACCOUNT.
16 (C) NET WORTH.--THE NET WORTH OF THE CORPORATION SHALL BE
17 REFLECTED IN:
18 (1) THE INTERNAL CAPITAL ACCOUNTS.
19 (2) THE SUM OF THE PAR VALUE OF ALL OUTSTANDING STOCK
20 WITH PAR VALUE, OTHER THAN MEMBERSHIP SHARES.
21 (3) THE STATED VALUE OF EVIDENCES OF EQUITY IN A FUND,
22 CAPITAL INVESTMENT OR OTHER ASSET OF THE CORPORATION.
23 (D) PROCEDURE.--A CORPORATION SHALL CREDIT THE PAID-IN
24 MEMBERSHIP FEE AND ADDITIONAL PAID-IN CAPITAL OF A MEMBER TO THE
25 MEMBER'S INDIVIDUAL INTERNAL CAPITAL ACCOUNT AND SHALL ALSO
26 RECORD THE APPORTIONMENT OF RETAINED NET EARNINGS OR NET LOSSES
27 TO THE MEMBER'S ACCOUNT IN ACCORDANCE WITH PATRONAGE, BY
28 APPROPRIATELY CREDITING OR DEBITING THE MEMBER'S ACCOUNT. THE
29 COLLECTIVE RESERVE ACCOUNT SHALL REFLECT PAID-IN CAPITAL,
30 RETAINED NET EARNINGS AND NET LOSSES NOT ALLOCATED TO THE
19870S1200B2515 - 474 -
1 CAPITAL ACCOUNTS OR MEMBERS OR NOT ATTRIBUTABLE TO FUNDS UNDER
2 SUBSECTION (C)(1) AND (3).
3 (E) ADJUSTMENT OF BALANCE.--THE BALANCES IN ALL OF THE
4 INDIVIDUAL INTERNAL CAPITAL ACCOUNTS AND THE COLLECTIVE RESERVE
5 ACCOUNT, IF ANY, SHALL BE ADJUSTED AT THE END OF EACH ACCOUNTING
6 PERIOD SO THAT THE SUM OF THESE BALANCES AND OF THE AMOUNTS
7 UNDER SUBSECTION (C)(2) AND (3) IS EQUAL TO THE NET WORTH OF THE
8 CORPORATION.
9 (F) USE OF FUNDS.--MONEYS ALLOCATED TO THE INTERNAL CAPITAL
10 ACCOUNTS MAY BE USED FOR CORPORATE PURPOSES AS DETERMINED BY THE
11 BOARD OF DIRECTORS.
12 § 7707. VOTING.
13 NO STOCKHOLDER OR MEMBER MAY VOTE BY PROXY OR BY MAIL.
14 § 7708. ACCEPTANCE AND TERMINATION OF MEMBERSHIP.
15 THE ARTICLES OF INCORPORATION SHALL ESTABLISH QUALIFICATIONS
16 AND THE METHOD OF ACCEPTANCE AND TERMINATION OF MEMBERS. NO
17 PERSON MAY BE ACCEPTED AS A MEMBER UNLESS EMPLOYED BY THE
18 CORPORATION ON A FULL-TIME OR PART-TIME BASIS.
19 § 7709. POWER TO BUY, SELL OR TRADE.
20 A CORPORATION MAY BUY FROM, SELL TO AND TRADE OR DEAL WITH
21 ITS MEMBERS OR OTHER PERSONS.
22 § 7710. INDIVIDUAL LIABILITY OF MEMBERS.
23 NEITHER MEMBERS OF A CORPORATION NOR THE ESTATES OF MEMBERS
24 SHALL BE INDIVIDUALLY LIABLE FOR THE DEBTS OF THE CORPORATION.
25 § 7711. CORPORATE POWERS.
26 EACH CORPORATION HAS THE FOLLOWING POWERS:
27 (1) TO EXIST FOR THE PERIOD OF TIME SET FORTH IN ITS
28 ARTICLES OF INCORPORATION UNLESS SOONER DISSOLVED BY
29 OPERATION OF LAW OR UNDER THIS CHAPTER.
30 (2) TO MAINTAIN AND DEFEND JUDICIAL PROCEEDINGS BY THE
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1 NAME SPECIFIED IN THE ARTICLES OF INCORPORATION.
2 (3) TO ADOPT AND USE A COMMON SEAL AND ALTER THE SAME.
3 (4) TO HOLD, PURCHASE, LEASE AND TRANSFER REAL AND
4 PERSONAL PROPERTY AS NECESSARY OR PROPER TO EFFECT THE
5 PURPOSES OF THE CORPORATION.
6 (5) TO ELECT A BOARD OF DIRECTORS, WHICH HAS THE POWER
7 TO APPOINT OFFICERS, AGENTS AND EMPLOYEES AS NECESSARY; TO
8 PRESCRIBE THEIR DUTIES; TO REQUIRE BONDS OF THEM; AND TO
9 DISMISS THEM IN ACCORDANCE WITH THE BYLAWS.
10 (6) TO MAKE BYLAWS.
11 (7) TO MAKE CONTRACTS AND TO ASSIST OR JOIN WITH PERSONS
12 TO EFFECT THE ACTIVITIES AUTHORIZED BY ITS ARTICLES OF
13 INCORPORATION AND CONDUCIVE TO OR EXPEDIENT FOR THE INTEREST
14 OR BENEFIT OF THE CORPORATION AND TO EXERCISE POWERS
15 NECESSARY OR PROPER FOR THE ACCOMPLISHMENT OF THE PURPOSES OF
16 THE CORPORATION.
17 (8) TO BORROW MONEY NECESSARY TO THE CONDUCT OF ITS
18 OPERATIONS; TO ISSUE NOTES, BONDS AND OTHER EVIDENCE OF
19 INDEBTEDNESS; AND TO GIVE SECURITY IN THE FORM OF MORTGAGE OR
20 OTHERWISE.
21 (9) IN FURTHERANCE OF CORPORATION PURPOSES, TO MAKE
22 LOANS OR ADVANCES TO ITS MEMBERS AND PATRONS OR TO SUBSIDIARY
23 AND AFFILIATED PERSONS OR THEIR MEMBERS AND TO PURCHASE OR
24 ACQUIRE, ENDORSE, DISCOUNT OR SELL EVIDENCE OF DEBT,
25 OBLIGATION OR SECURITY.
26 (10) TO ESTABLISH AND ACCUMULATE A COLLECTIVE RESERVE
27 ACCOUNT, SURPLUS OF CAPITAL AND OTHER FUNDS AUTHORIZED BY THE
28 ARTICLES OF INCORPORATION OR THE BYLAWS.
29 (11) TO FOSTER MEMBERSHIP IN THE CORPORATION AND TO
30 SOLICIT PATRONS BY ADVERTISING OR BY EDUCATIONAL OR OTHER
19870S1200B2515 - 476 -
1 MEANS.
2 (12) TO ISSUE AND TO SELL COMMON AND PREFERRED STOCK.
3 (13) TO OWN SHARES OF THE CAPITAL STOCK OF, TO HOLD
4 MEMBERSHIP IN AND TO HOLD BONDS OR OTHER OBLIGATIONS OF OTHER
5 WORKERS' CORPORATIONS AND TO EXERCISE ALL THE RIGHTS OF
6 OWNERSHIP, INCLUDING THE RIGHT TO VOTE.
7 (14) TO PAY PENSIONS AND TO ESTABLISH PENSION PLANS,
8 PENSION TRUSTS AND OTHER INCENTIVE PLANS FOR ITS DIRECTORS,
9 OFFICERS AND EMPLOYEES.
10 (15) TO INDEMNIFY, UNDER SECTION 7718 (RELATING TO
11 INDEMNITY), A DIRECTOR OR OFFICER OR FORMER DIRECTOR OR
12 OFFICER OF THE CORPORATION OR A PERSON WHO MAY HAVE SERVED AT
13 ITS REQUEST AS A DIRECTOR OR OFFICER OF ANOTHER CORPORATION
14 IN WHICH IT HOLDS MEMBERSHIP OR OWNS SHARES OF CAPITAL STOCK
15 OR OF WHICH IT IS A CREDITOR.
16 (16) TO MAKE CONTRIBUTIONS AND DONATIONS FOR THE PUBLIC
17 WELFARE OR FOR RELIGIOUS, CHARITABLE, SCIENTIFIC OR
18 EDUCATIONAL PURPOSES.
19 (17) TO MERGE OR CONSOLIDATE WITH OTHER WORKERS'
20 COOPERATIVE CORPORATIONS.
21 (18) TO DISSOLVE AND WIND UP.
22 (19) TO EXERCISE INCIDENTAL POWERS AS NECESSARY OR
23 PROPER IN THE CONDUCT OF ITS OPERATIONS.
24 § 7712. INVESTMENT OF CAPITAL STOCK IN OTHER CORPORATIONS.
25 IF THE ARTICLES PERMIT, A CORPORATION MAY, BY A MAJORITY VOTE
26 OF ITS MEMBERS AT A MEETING SPECIALLY CONVENED, AUTHORIZE THE
27 DIRECTORS TO INVEST, IN THE NAME OF THE CORPORATION, AN AMOUNT
28 OF ITS INTERNAL CAPITAL ACCOUNTS, INCLUDING BOTH INDIVIDUAL
29 CAPITAL ACCOUNTS AND THE COLLECTIVE RESERVE ACCOUNTS, IN THE
30 CAPITAL STOCK OF ANY OTHER DOMESTIC, FOREIGN OR ALIEN WORKERS'
19870S1200B2515 - 477 -
1 COOPERATIVE CORPORATIONS. THE CORPORATION MAY, BY A MAJORITY
2 VOTE OF ITS MEMBERS AT A MEETING SPECIALLY CONVENED, PERMIT AN
3 INVESTMENT IN THE NONVOTING PREFERRED STOCK OF THE CORPORATION
4 BY ANY OTHER DOMESTIC, FOREIGN OR ALIEN WORKERS' COOPERATIVE
5 CORPORATION.
6 § 7713. MEETINGS.
7 AFTER THE ORGANIZATION OF A CORPORATION, THE INCORPORATORS
8 SHALL HOLD AN ORGANIZATIONAL MEETING AT A TIME AND PLACE FIXED
9 BY THE BOARD OF DIRECTORS AND SHALL ADOPT A SET OF BYLAWS. NOT
10 LESS THAN TEN DAYS' WRITTEN NOTICE OF THE MEETING SHALL BE GIVEN
11 TO EACH INCORPORATOR. THEREAFTER, THERE SHALL BE AT LEAST ONE
12 MEETING OF MEMBERS EACH YEAR. ANNUAL AND SPECIAL MEMBERSHIP
13 MEETINGS SHALL BE GOVERNED BY THE CORPORATION'S BYLAWS. THE
14 BYLAWS SHALL PROVIDE FOR THE GIVING OF NOTICE TO MEMBERS OF EACH
15 MEETING OF THE CORPORATION. FOR ALL MEETINGS OF THE CORPORATION,
16 NOTICE AS PROVIDED IN THIS SECTION NEED NOT BE GIVEN TO MEMBERS
17 OR OTHER STOCKHOLDERS TO WHOM THE NOTICE MAY BE REQUIRED BY THIS
18 CHAPTER IF A WRITTEN WAIVER OF THE NOTICE IS EXECUTED BEFORE OR
19 AFTER THE MEETING BY EACH INDIVIDUAL AND IS FILED WITH THE
20 RECORDS OF THE MEETING.
21 § 7714. RECORDS.
22 (A) RECORDS REQUIREMENT.--A CORPORATION SHALL KEEP AT ITS
23 REGISTERED OFFICE OR PRINCIPAL PLACE OF BUSINESS A RECORD OF THE
24 PROCEEDINGS OF THE MEMBERS AND OF THE DIRECTORS AND THE ORIGINAL
25 OR A COPY OF ITS BYLAWS, INCLUDING AMENDMENTS TO DATE, CERTIFIED
26 BY THE SECRETARY OF THE CORPORATION, AND SHALL KEEP AT ITS
27 REGISTERED OFFICE OR PRINCIPAL PLACE OF BUSINESS OR AT THE
28 OFFICE OF ITS TRANSFER AGENT OR REGISTRAR A SHARE REGISTER
29 GIVING THE NAMES OF THE MEMBERS, THEIR RESPECTIVE ADDRESSES AND
30 THE NUMBER AND CLASSES OF SHARES HELD BY EACH. A CORPORATION
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1 SHALL KEEP AT ITS REGISTERED OFFICE OR PRINCIPAL PLACE OF
2 BUSINESS APPROPRIATE, COMPLETE AND ACCURATE BOOKS OR RECORDS OF
3 ACCOUNT, INCLUDING A RECORD OF ALL SALARIES, PER DIEM PAYMENTS
4 AND OTHER REMUNERATIONS PAID TO EACH OFFICER AND DIRECTOR BY THE
5 CORPORATION AND REMUNERATION RECEIVED FOR THE CORPORATION'S
6 BUSINESS TRANSACTIONS.
7 (B) EXAMINATION AND COPIES.--A MEMBER, UPON WRITTEN DEMAND,
8 HAS A RIGHT TO EXAMINE DURING THE USUAL HOURS FOR BUSINESS, FOR
9 ANY PROPER PURPOSE, THE SHARE REGISTER, BOOKS OR RECORDS OF
10 ACCOUNT AND RECORDS OF THE PROCEEDINGS OF THE MEMBERS AND
11 DIRECTORS AND TO MAKE COPIES OR EXTRACTS. A PROPER PURPOSE IS A
12 PURPOSE REASONABLY RELATED TO THE MEMBER'S INTEREST AS A
13 STOCKHOLDER. IF AN ATTORNEY OR OTHER AGENT IS THE PERSON WHO
14 SEEKS THE RIGHT OF INSPECTION, THE DEMAND SHALL BE ACCOMPANIED
15 BY A POWER OF ATTORNEY OR OTHER WRITING WHICH AUTHORIZES THE
16 ATTORNEY OR OTHER AGENT TO ACT ON BEHALF OF THE MEMBER. THE
17 DEMAND SHALL BE DIRECTED TO THE CORPORATION AT ITS REGISTERED
18 OFFICE IN THIS COMMONWEALTH OR AT ITS PRINCIPAL PLACE OF
19 BUSINESS.
20 (C) REMEDY TO COMPEL INSPECTION.--
21 (1) IF THE CORPORATION REFUSES TO PERMIT AN INSPECTION
22 SOUGHT BY A MEMBER UNDER SUBSECTION (B) OR DOES NOT REPLY TO
23 THE DEMAND WITHIN FIVE BUSINESS DAYS AFTER THE DEMAND HAS
24 BEEN MADE, THE MEMBER MAY APPLY TO THE COURT OF COMMON PLEAS
25 OF THE COUNTY IN WHICH THE REGISTERED OFFICE OF THE
26 CORPORATION IS LOCATED FOR AN ORDER TO COMPEL INSPECTION. THE
27 COURT OF COMMON PLEAS HAS EXCLUSIVE ORIGINAL JURISDICTION TO
28 DETERMINE WHETHER OR NOT THE PERSON SEEKING INSPECTION IS
29 ENTITLED TO THE INSPECTION SOUGHT. THE COURT MAY SUMMARILY
30 ORDER THE CORPORATION TO PERMIT THE MEMBER TO INSPECT THE
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1 MATERIAL AND TO MAKE COPIES OR EXTRACTS. THE COURT MAY ORDER
2 THE CORPORATION TO FURNISH TO THE MEMBER A LIST OF ITS
3 MEMBERS AS OF A SPECIFIC DATE ON CONDITION THAT THE MEMBER
4 FIRST PAY TO THE CORPORATION THE REASONABLE COST OF OBTAINING
5 AND FURNISHING THE LIST AND ON OTHER CONDITIONS AS THE COURT
6 DEEMS APPROPRIATE.
7 (2) IF THE MEMBER SEEKS TO INSPECT THE BOOKS AND RECORDS
8 OF THE CORPORATION, OTHER THAN ITS REGISTER OR LIST OF
9 MEMBERS, THE MEMBER MUST FIRST ESTABLISH BOTH OF THE
10 FOLLOWING:
11 (I) THAT THE MEMBER HAS COMPLIED WITH THE PROVISIONS
12 OF THIS SECTION RESPECTING THE FORM AND MANNER OF MAKING
13 DEMAND FOR INSPECTION OF THE DOCUMENT.
14 (II) THAT THE INSPECTION SOUGHT IS FOR A PROPER
15 PURPOSE.
16 (3) IF THE MEMBER SEEKS TO INSPECT THE SHARE REGISTER OR
17 LIST OF MEMBERS OF THE CORPORATION AND THE MEMBER HAS
18 COMPLIED WITH THE PROVISIONS OF THIS SUBSECTION RESPECTING
19 THE FORM AND MANNER OF MAKING DEMAND FOR INSPECTION OF THE
20 DOCUMENTS, THE BURDEN OF PROOF IS ON THE CORPORATION TO
21 ESTABLISH THAT THE INSPECTION THE MEMBER SEEKS IS FOR AN
22 IMPROPER PURPOSE. THE COURT MAY, AT ITS DISCRETION, PRESCRIBE
23 LIMITATIONS OR CONDITIONS WITH REFERENCE TO THE INSPECTION OR
24 AWARD OTHER RELIEF AS THE COURT DEEMS JUST AND PROPER. THE
25 COURT MAY ORDER BOOKS, DOCUMENTS AND RECORDS, PERTINENT
26 EXTRACTS OR AUTHENTICATED COPIES TO BE BROUGHT WITHIN THIS
27 COMMONWEALTH AND KEPT IN THIS COMMONWEALTH UPON TERMS AND
28 CONDITIONS AS IT PRESCRIBES.
29 § 7715. AUDIT.
30 (A) PROCEDURE.--AT THE CLOSE OF EACH FISCAL YEAR, A COMPLETE
19870S1200B2515 - 480 -
1 CERTIFIED AUDIT OF THE OPERATIONS OF THE CORPORATION SHALL BE
2 MADE BY A QUALIFIED CERTIFIED PUBLIC ACCOUNTANT EMPLOYED BY THE
3 BOARD OF DIRECTORS, A WRITTEN REPORT OF WHICH SHALL INCLUDE THE
4 BALANCE SHEET, OPERATING STATEMENT, COMMISSIONS, SALARIES AND
5 OTHER REMUNERATIONS OF DIRECTORS, OFFICERS AND EMPLOYEES AND
6 OTHER PROPER INFORMATION. THE AUDIT SHALL BE SUBMITTED TO THE
7 MEMBERS AT THE NEXT REGULAR MEETING. THE ANNUAL AUDIT OF A
8 CORPORATION WITH ANNUAL GROSS SALES OF $100,000 OR LESS MAY BE
9 PERFORMED BY AN AUDIT COMMITTEE OR THREE OR MORE MEMBERS OF THE
10 CORPORATION APPOINTED BY THE BOARD OF DIRECTORS; HOWEVER, ONE OF
11 THE THREE MEMBERS MUST BE A MEMBER OF THE BOARD OF DIRECTORS.
12 THE MEMBERS OF THE COMMITTEE NEED NOT BE CERTIFIED PUBLIC
13 ACCOUNTANTS OR PUBLIC ACCOUNTANTS.
14 (B) WITHDRAWAL OF AUDIT AND IMPROPER AUDITS.--A CERTIFIED
15 AUDIT MAY NOT BE WITHDRAWN WITHOUT APPROVAL OF THE BOARD OF
16 DIRECTORS. THE BOARD OF DIRECTORS MAY SEEK LEGAL RECOURSE IF THE
17 AUDIT IS CONDUCTED IMPROPERLY.
18 § 7716. DIRECTORS AND OFFICERS.
19 (A) DIRECTORS.--
20 (1) THE BUSINESS OF THE CORPORATION SHALL BE MANAGED BY
21 A BOARD OF NOT LESS THAN FIVE DIRECTORS, WHO SHALL BE NATURAL
22 PERSONS. AT LEAST A MAJORITY OF THE BOARD MUST BE MEMBERS.
23 THE FIRST DIRECTORS SHALL SERVE UNTIL THE FIRST ANNUAL
24 MEETING OF THE CORPORATION, AT WHICH TIME THEIR SUCCESSORS
25 SHALL BE ELECTED BY THE MEMBERS OF THE CORPORATION.
26 THEREAFTER, A DIRECTOR SHALL HOLD OFFICE FOR A TERM OF NOT
27 LESS THAN ONE YEAR NOR MORE THAN THREE YEARS AND UNTIL A
28 SUCCESSOR IS ELECTED AND QUALIFIED. IN AN ELECTION FOR
29 DIRECTORS, A MEMBER HAS THE RIGHT TO CAST THE NUMBER OF VOTES
30 EQUAL TO THE NUMBER OF DIRECTORS TO BE ELECTED; AND THE
19870S1200B2515 - 481 -
1 MEMBER MAY CAST THE WHOLE NUMBER OF VOTES FOR ONE DIRECTOR OR
2 MAY DISTRIBUTE THEM AMONG SEVERAL CANDIDATES. AN ELECTION FOR
3 A DIRECTOR SHALL BE BY SECRET BALLOT. A DIRECTOR MAY BE
4 ELECTED TO SUCCESSIVE TERMS.
5 (2) EXCEPT AS OTHERWISE PROVIDED IN THE BYLAWS:
6 (I) A DIRECTOR SHALL BE ELECTED FOR A TERM OF AT
7 LEAST ONE YEAR, EXCEPT THAT THE FIRST DIRECTORS SHALL
8 SERVE ONLY UNTIL THE FIRST ANNUAL MEETING.
9 (II) VACANCIES IN THE BOARD OF DIRECTORS, INCLUDING
10 VACANCIES RESULTING FROM AN INCREASE IN THE NUMBER OF
11 DIRECTORS, SHALL BE FILLED BY A MAJORITY OF THE REMAINING
12 MEMBERS OF THE BOARD, THOUGH LESS THAN A QUORUM. A PERSON
13 SO ELECTED SHALL BE A DIRECTOR UNTIL A SUCCESSOR IS
14 ELECTED BY THE MEMBERS, WHO SHALL MAKE SUCH AN ELECTION
15 AT THE NEXT ANNUAL MEETING OF THE MEMBERS OR AT A SPECIAL
16 MEETING FOR THAT PURPOSE.
17 (III) THE MEETINGS OF THE BOARD OF DIRECTORS MAY BE
18 HELD AT A PLACE DETERMINED BY A MAJORITY OF THE
19 DIRECTORS.
20 (IV) A QUORUM FOR THE TRANSACTION OF BUSINESS
21 CONSISTS OF A MAJORITY OF THE DIRECTORS IN OFFICE; AND,
22 OF THOSE PRESENT, AT LEAST A MAJORITY MUST BE MEMBERS OF
23 THE CORPORATION. THE ACTS OF A MAJORITY OF THE DIRECTORS
24 PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT ARE THE
25 ACTS OF THE BOARD OF DIRECTORS.
26 (V) THE BOARD OF DIRECTORS MAY, BY RESOLUTION
27 ADOPTED BY A MAJORITY OF THE BOARD, APPOINT TWO OR MORE
28 DIRECTORS AS AN EXECUTIVE COMMITTEE, WHICH, TO THE EXTENT
29 PROVIDED IN THE RESOLUTION, SHALL HAVE AND EXERCISE THE
30 AUTHORITY OF THE BOARD OF DIRECTORS.
19870S1200B2515 - 482 -
1 (VI) AN ACTION TAKEN AT A MEETING OF THE DIRECTORS
2 OR MEMBERS OF THE EXECUTIVE COMMITTEE MAY BE TAKEN
3 WITHOUT A MEETING, IF CONSENT IN WRITING SETTING FORTH
4 THE ACTION TAKEN IS SIGNED BY ALL OF THE DIRECTORS OR ALL
5 OF THE MEMBERS OF THE EXECUTIVE COMMITTEE, AS THE CASE
6 MAY BE. THE CONSENT SHALL BE FILED WITH THE SECRETARY OF
7 THE CORPORATION.
8 (VII) EACH DIRECTOR SHALL BE PROVIDED WITH AN
9 UPDATED COPY OF THE ARTICLES OF THE CORPORATION ALONG
10 WITH PROPOSED AMENDMENTS.
11 (3) IF THE BYLAWS SO PROVIDE, THE DIRECTORS OF A
12 CORPORATION MAY BE CLASSIFIED IN RESPECT TO THE TIME FOR
13 WHICH THEY SHALL HOLD OFFICE. IN THIS CASE EACH CLASS SHALL
14 BE AS NEARLY EQUAL IN NUMBER AS POSSIBLE; THE TERM OF OFFICE
15 OF AT LEAST ONE CLASS SHALL EXPIRE IN EACH YEAR; AND THE
16 MEMBERS OF A CLASS SHALL NOT BE ELECTED FOR A SHORTER PERIOD
17 THAN ONE YEAR OR FOR A LONGER PERIOD THAN THREE YEARS. IF, AT
18 A MEETING, DIRECTORS OF MORE THAN ONE CLASS ARE TO BE
19 ELECTED, EACH CLASS OF DIRECTORS SHALL BE ELECTED IN A
20 SEPARATE ELECTION.
21 (4) A DIRECTOR MAY BE REMOVED FROM OFFICE BY THE
22 AFFIRMATIVE VOTE OF NOT LESS THAN A MAJORITY OF THE MEMBERS
23 PRESENT AND VOTING AT A REGULAR MEETING OR A SPECIAL MEETING
24 CALLED FOR THAT PURPOSE. A DIRECTOR MAY BE REMOVED FROM
25 OFFICE FOR CAUSE BY A VOTE OF NOT LESS THAN A MAJORITY OF THE
26 DIRECTORS THEN IN OFFICE, BUT THIS REMOVAL MAY BE REVERSED BY
27 A VOTE BY A MAJORITY OF THE MEMBERS PRESENT AND VOTING AT A
28 SPECIAL MEETING CALLED FOR THAT PURPOSE. THE BYLAWS SHALL
29 PROVIDE FOR THE FILING OF CHARGES OF CAUSE, THE GIVING OF
30 NOTICE OF THE CHARGES, AN OPPORTUNITY TO BE HEARD AND THE
19870S1200B2515 - 483 -
1 PROCEDURES UNDER WHICH A DIRECTOR MAY BE REMOVED.
2 (B) OFFICERS.--
3 (1) THE BOARD SHALL ELECT A PRESIDENT, A SECRETARY AND A
4 TREASURER, AND MAY ELECT ONE OR MORE VICE PRESIDENTS, AND
5 OTHER OFFICERS AS AUTHORIZED IN THE BYLAWS. OFFICERS MUST BE
6 MEMBERS. ANY TWO OF THE OFFICES OF VICE PRESIDENT, SECRETARY
7 AND TREASURER MAY BE HELD BY ONE PERSON.
8 (2) AN OFFICER MAY BE REMOVED BY THE AFFIRMATIVE VOTE OF
9 A MAJORITY OF THE DIRECTORS IF, IN THEIR JUDGMENT, THE BEST
10 INTEREST OF THE CORPORATION WILL BE SERVED BY REMOVAL.
11 § 7717. PATRONAGE DISTRIBUTIONS.
12 (A) PROCEDURE.--NET EARNINGS OF A CORPORATION MAY BE
13 APPORTIONED, DISTRIBUTED AND PAID PERIODICALLY ON THE BASIS OF
14 PATRONAGE TO THOSE PERSONS ENTITLED TO RECEIVE THEM, AT A TIME
15 AND IN A MANNER AS THE BYLAWS PROVIDE. THE DISTRIBUTIONS SHALL
16 BE DESIGNATED AS PATRONAGE ALLOCATIONS.
17 (B) METHOD OF PAYMENT.--THE APPORTIONMENT, DISTRIBUTION AND
18 PAYMENT OF NET EARNINGS UNDER SUBSECTION (A) MAY BE IN CASH OR
19 WRITTEN NOTICES OF ALLOCATION ISSUED BY THE CORPORATION.
20 (C) MINIMUM TRANSACTION AMOUNT.--A CORPORATION MAY PROVIDE
21 IN ITS BYLAWS THE MINIMUM AMOUNT OF A SINGLE PATRONAGE
22 TRANSACTION, WHICH SHALL BE TAKEN INTO ACCOUNT FOR THE PURPOSE
23 OF PARTICIPATION IN ALLOCATION AND DISTRIBUTION OF NET EARNINGS
24 UNDER THIS SECTION.
25 (D) PERIODIC REDEMPTION.--THE BYLAWS OF A WORKERS'
26 COOPERATIVE CORPORATION SHALL PROVIDE FOR PERIODIC REDEMPTION OF
27 WRITTEN NOTICES OF ALLOCATION.
28 (E) INTEREST.--THE BYLAWS MAY PROVIDE FOR THE CORPORATION TO
29 PAY OR CREDIT INTEREST ON THE BALANCE OF EACH MEMBER'S INTERNAL
30 CAPITAL ACCOUNT.
19870S1200B2515 - 484 -
1 (F) TERMINATION REDEMPTION.--THE ARTICLES OF INCORPORATION
2 SHALL PROVIDE FOR THE RECALL AND REDEMPTION OF THE MEMBERSHIP
3 SHARE UPON THE VOLUNTARY OR INVOLUNTARY TERMINATION OF
4 MEMBERSHIP IN THE CORPORATION. THE PRICE OF THE REDEMPTION SHALL
5 BE EQUAL TO THE SUM OF THE MEMBERSHIP FEE AND ANY OTHER CAPITAL
6 PAID IN BY THE MEMBER, ADJUSTED BY THE AMOUNT OF INTEREST
7 ACCRUED AND BY DISTRIBUTIONS OF NET EARNINGS AS PROVIDED IN THE
8 BYLAWS. NO REDEMPTION MAY BE MADE WHICH WOULD RENDER THE
9 CORPORATION INSOLVENT.
10 (G) NET EARNINGS.--FOR PURPOSES OF THIS SECTION, NET
11 EARNINGS SHALL BE COMPUTED IN ACCORDANCE WITH GENERALLY ACCEPTED
12 ACCOUNTING PRINCIPLES.
13 § 7718. INDEMNITY.
14 (A) MANDATORY.--A CORPORATION SHALL INDEMNIFY A PERSON
15 ACTING AS A DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF THE
16 CORPORATION OR ACTING AT THE REQUEST OF THE CORPORATION AS A
17 DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF ANOTHER PERSON AGAINST
18 LEGAL EXPENSES, INCLUDING ATTORNEY FEES, REASONABLY INCURRED IN
19 A CIVIL OR CRIMINAL ACTION IN WHICH THE PERSON TO BE INDEMNIFIED
20 IS SUCCESSFUL.
21 (B) DISCRETIONARY.--A CORPORATION MAY INDEMNIFY A PERSON
22 ACTING AS A DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF THE
23 CORPORATION OR ACTING AT THE REQUEST OF THE CORPORATION AS A
24 DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF ANOTHER PERSON AGAINST
25 LIABILITY AND LEGAL EXPENSES, INCLUDING ATTORNEY FEES,
26 JUDGMENTS, FINES AND SETTLEMENTS, REASONABLY INCURRED IN A CIVIL
27 OR CRIMINAL ACTION IF THE PERSON TO BE INDEMNIFIED WAS
28 UNSUCCESSFUL BUT ACTED IN GOOD FAITH AND IN A MANNER THAT THE
29 PERSON REASONABLY BELIEVED TO BE IN OR NOT OPPOSED TO THE BEST
30 INTERESTS OF THE CORPORATION AND, IN A CRIMINAL ACTION, HAD NO
19870S1200B2515 - 485 -
1 REASONABLE CAUSE TO BELIEVE THE CONDUCT WAS UNLAWFUL. THE
2 ADVERSE DETERMINATION OF AN ACTION DOES NOT, OF ITSELF, CREATE A
3 PRESUMPTION THAT THE PERSON TO BE INDEMNIFIED DID NOT ACT IN
4 GOOD FAITH, DID NOT ACT IN A MANNER THAT THE PERSON REASONABLY
5 BELIEVED TO BE IN OR NOT OPPOSED TO THE BEST INTEREST OF THE
6 CORPORATION OR HAD REASONABLE CAUSE TO BELIEVE THE CONDUCT WAS
7 UNLAWFUL.
8 (C) INTEREST OF CORPORATION.--THIS SECTION APPLIES EVEN IF
9 THE ACTION IS ON BEHALF OF OR INURES TO THE BENEFIT OF THE
10 CORPORATION UNLESS THE LIABILITY FOR WHICH INDEMNIFICATION IS
11 SOUGHT IS BASED ON NEGLIGENCE IN THE PERFORMANCE OF A DUTY OWED
12 TO THE CORPORATION.
13 § 7719. UNLAWFUL DIVIDENDS.
14 (A) INSOLVENCY.--FOR SHARES OF THE CORPORATION OTHER THAN
15 MEMBERSHIP SHARES, THE BOARD OF DIRECTORS MAY DECLARE AND THE
16 CORPORATION MAY PAY DIVIDENDS ON ITS OUTSTANDING SHARES EXCEPT
17 WHEN THE CORPORATION IS INSOLVENT OR THE PAYMENT WOULD RENDER
18 THE CORPORATION INSOLVENT. IF A DIVIDEND IS PAID, THE DIRECTORS
19 UNDER WHOSE ADMINISTRATION THE PAYMENT WAS MADE, EXCEPT THOSE
20 WHO HAVE CAUSED THEIR DISSENT TO BE ENTERED ON THE MINUTES OF
21 THE MEETING AT WHICH THE ACTION WAS AUTHORIZED AND THOSE WHO,
22 BEING ABSENT AT THE TIME, HAVE PROMPTLY FILED THEIR WRITTEN
23 OBJECTION WITH THE SECRETARY OF THE CORPORATION UPON LEARNING OF
24 THE ACTION, SHALL BE JOINTLY AND SEVERALLY LIABLE TO THE
25 CORPORATION IN AN AMOUNT EQUAL TO THE AMOUNT OF THE UNLAWFUL
26 DIVIDEND.
27 (B) RELIANCE ON FINANCIAL STATEMENTS.--A DIRECTOR IS NOT
28 LIABLE UNDER THIS SECTION IF THE DIRECTOR RELIED AND ACTED IN
29 GOOD FAITH UPON FINANCIAL STATEMENTS OF THE CORPORATION
30 REPRESENTED TO BE CORRECT BY THE PRESIDENT OF THE CORPORATION OR
19870S1200B2515 - 486 -
1 BY THE OFFICER HAVING CHARGE OF THE CORPORATION'S BOOKS OF
2 ACCOUNT OR UPON WRITTEN REPORTS, ISSUED BY AN INDEPENDENT PUBLIC
3 OR CERTIFIED PUBLIC ACCOUNTANT, WHICH FAIRLY PURPORTS TO REFLECT
4 THE FINANCIAL CONDITION OF THE CORPORATION.
5 (C) LIABILITY TO CORPORATION.--IF AN UNLAWFUL DIVIDEND IS
6 PAID, EACH STOCKHOLDER IS LIABLE TO THE CORPORATION IN AN AMOUNT
7 EQUAL TO THE AMOUNT OF THE UNLAWFUL DIVIDEND TO THE STOCKHOLDER.
8 AN ACTION TO ENFORCE THIS LIABILITY MUST BE BROUGHT WITHIN TWO

Historical Act text part 9

9 YEARS FROM THE DATE OF THE RECEIPT OF THE DIVIDEND.
10 § 7720. AMENDMENTS OF ARTICLES.
11 (A) PURPOSE AND VOTING.--A CORPORATION MAY AMEND ITS
12 ARTICLES OF INCORPORATION FOR ANY PURPOSE AUTHORIZED BY THIS
13 CHAPTER, INCLUDING AN INCREASE IN THE AMOUNT OF ITS AUTHORIZED
14 CAPITAL STOCK, BY THE AFFIRMATIVE VOTE OF TWO-THIRDS OF ITS
15 MEMBERS VOTING AT A GENERAL MEETING OR AT THE SPECIAL MEETING
16 CALLED FOR THAT PURPOSE. NO AMENDMENT AFFECTING THE PRIORITY OR
17 PREFERENTIAL RIGHTS OF OUTSTANDING STOCK MAY BE ADOPTED UNTIL
18 THE CONSENT OF THE HOLDERS OF THAT STOCK IS OBTAINED BY A VOTE
19 AT A SPECIAL MEETING CALLED FOR THAT PURPOSE. IN SUCH A VOTE
20 EACH STOCKHOLDER WHOSE RIGHTS ARE AFFECTED SHALL HAVE ONLY ONE
21 VOTE PER SHARE, AND THE MARGIN NECESSARY FOR THE ADOPTION OF THE
22 AMENDMENT IS A MAJORITY OF THE OUTSTANDING SHARES IN THAT CLASS
23 OF STOCK UNLESS A GREATER VOTE IS REQUIRED BY THE ARTICLES OF
24 INCORPORATION. IF AN AMENDMENT AFFECTS THE RIGHT OF MORE THAN
25 ONE CLASS OF STOCK, THEN THE CONSENT OF EACH CLASS OF
26 STOCKHOLDER AFFECTED SHALL BE OBTAINED BY VOTING IN THE MANNER
27 DESCRIBED IN THIS SUBSECTION.
28 (B) DELIVERY AND RECORDATION.--AMENDMENTS TO THE ARTICLES OF
29 INCORPORATION, SIGNED BY TWO AUTHORIZED OFFICERS OF THE
30 CORPORATION, TOGETHER WITH A REQUIRED FILING FEE, SHALL BE
19870S1200B2515 - 487 -
1 DELIVERED TO THE DEPARTMENT. IF THE DEPARTMENT FINDS THAT THE
2 AMENDMENTS TO THE ARTICLES COMPLY WITH THE LAW AND THAT ALL THE
3 REQUIRED FEES HAVE BEEN PAID, IT SHALL APPROVE THE AMENDMENTS TO
4 THE ARTICLES OF INCORPORATION; AND A COPY OF THE AMENDED
5 ARTICLES SHALL BE RECORDED IN THE BUREAU. UPON APPROVAL OF
6 AMENDMENTS TO THE ARTICLES, THEY SHALL BECOME EFFECTIVE.
7 (C) NOTICE OF VOTE.--EACH MEMBER AND, IF REQUIRED BY
8 SUBSECTION (A), EACH STOCKHOLDER SHALL BE NOTIFIED BY THE
9 CORPORATION AT LEAST 15 DAYS BEFORE A VOTE IS TAKEN TO AMEND THE
10 ARTICLES OF INCORPORATION UNDER SUBSECTION (A). NOTIFICATION FOR
11 PROPOSED AMENDMENTS TO THE ARTICLES OF INCORPORATION SHALL
12 INCLUDE A COPY OF THE PROPOSED AMENDMENT; A STATEMENT OF ITS
13 PURPOSE AND EFFECT; AND THE TIME, DATE, PLACE AND MANNER IN
14 WHICH THE VOTE WILL BE TAKEN ON THE PROPOSED AMENDMENT. NOTICE
15 FOR ALL MEETINGS PROVIDED FOR IN THIS SUBSECTION NEED NOT BE
16 GIVEN TO MEMBERS OR OTHER STOCKHOLDERS UNDER SUBSECTION (A) IF A
17 WRITTEN WAIVER OF THE NOTICE IS EXECUTED BEFORE OR AFTER THE
18 MEETING BY EACH INDIVIDUAL ENTITLED TO NOTICE AND IS FILED WITH
19 THE RECORDS OF THE MEETING.
20 (D) NOTICE OF APPROVAL.--IF AN AMENDMENT TO THE ARTICLES OF
21 INCORPORATION IS APPROVED, THE CORPORATION SHALL NOTIFY EACH
22 MEMBER WITHIN 30 DAYS OF THE APPROVAL BY SENDING A COPY OF THE
23 APPROVED AMENDMENT TO THE ARTICLES.
24 (E) ADVERTISEMENT.--BEFORE OR AFTER AN AMENDMENT HAS BEEN
25 ADOPTED BY THE SHAREHOLDERS, THE CORPORATION SHALL ADVERTISE ITS
26 INTENTION TO FILE OR THE FILING OF AMENDMENTS TO THE ARTICLES
27 WITH THE DEPARTMENT IN A MANNER SIMILAR TO THAT PRESCRIBED IN
28 SECTION 7703 (RELATING TO ARTICLES OF INCORPORATION).
29 ADVERTISEMENTS MAY APPEAR PRIOR TO OR AFTER THE DAY UPON WHICH
30 THE ARTICLES OF AMENDMENT ARE PRESENTED TO THE DEPARTMENT AND
19870S1200B2515 - 488 -
1 SHALL SET FORTH BRIEFLY:
2 (1) THE NAME AND LOCATION OF THE REGISTERED OFFICE OF
3 THE CORPORATION.
4 (2) A STATEMENT THAT THE AMENDMENTS TO THE ARTICLES ARE
5 TO BE OR WERE FILED UNDER THIS CHAPTER.
6 (3) THE NATURE AND CHARACTER OF THE AMENDMENTS.
7 (4) THE TIME WHEN THE AMENDMENTS TO THE ARTICLES ARE TO
8 BE OR WERE FILED UNDER THIS CHAPTER.
9 § 7721. BYLAWS.
10 (A) ADOPTION, AMENDMENT AND REPEAL.--THE CORPORATION, BEFORE
11 COMMENCING BUSINESS, SHALL ADOPT BYLAWS NOT INCONSISTENT WITH
12 LAW OR ITS ARTICLES OF INCORPORATION. THE BYLAWS MAY BE AMENDED
13 IN THE MANNER PROVIDED BY LAW, THE ARTICLES OF INCORPORATION AND
14 THE BYLAWS. THE POWER TO AMEND OR REPEAL THE BYLAWS OF A
15 CORPORATION IS IN THE MEMBERS ONLY, EXCEPT TO THE EXTENT THAT
16 THE ARTICLES OF INCORPORATION REQUIRE THAT BOTH THE MEMBERS AND
17 THE BOARD OF DIRECTORS APPROVE A CHANGE. THE CORPORATION SHALL
18 NOTIFY EACH MEMBER OF A PROPOSED CHANGE IN THE BYLAWS BY SENDING
19 TO EACH MEMBER, AT LEAST 15 DAYS PRIOR TO A VOTE ON THE PROPOSED
20 CHANGE, A COPY OF THE PROPOSED CHANGE ALONG WITH THE TIME, DATE,
21 PLACE AND MANNER OF VOTING FOR THE PROPOSED CHANGES. IF A
22 PROPOSED BYLAW CHANGE IS APPROVED, THE CORPORATION SHALL MAIL
23 EACH MEMBER A COPY OF THE APPROVED CHANGE WITHIN 30 DAYS OF THE
24 APPROVAL.
25 (B) CONTENT.--THE BYLAWS MAY PROVIDE FOR THE FOLLOWING
26 MATTERS:
27 (1) THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING
28 MEETINGS OF THE MEMBERS AND THE NUMBER OF MEMBERS THAT
29 CONSTITUTE A QUORUM.
30 (2) THE MANNER OF VOTING AND THE CONDITIONS UPON WHICH
19870S1200B2515 - 489 -
1 MEMBERS MAY VOTE AT GENERAL OR SPECIAL MEETINGS.
2 (3) SUBJECT TO PROVISION IN THE ARTICLES OF
3 INCORPORATION AND IN THIS ACT, THE NUMBER, QUALIFICATIONS,
4 ELIGIBILITY REQUIREMENTS, MANNER OF NOMINATION, DUTIES AND
5 TERMS OF OFFICE OF DIRECTORS AND OFFICERS; THE TIME OF THEIR
6 ELECTION; AND MODE AND MANNER OF GIVING NOTICE OF ELECTION.
7 (4) THE TIME, PLACE AND MANNER FOR CALLING AND HOLDING
8 MEETINGS OF THE DIRECTORS AND EXECUTIVE COMMITTEES AND THE
9 NUMBER THAT CONSTITUTES A QUORUM.
10 (5) RULES CONSISTENT WITH LAW AND THE ARTICLES OF
11 INCORPORATION FOR THE MANAGEMENT OF THE CORPORATION; THE
12 MAKING OF CONTRACTS; THE ISSUANCE, REDEMPTION AND TRANSFER OF
13 STOCK; THE RELATIVE RIGHTS, DUTIES, INTERESTS AND PREFERENCES
14 OF MEMBERS AND STOCKHOLDERS; AND THE MODE, MANNER AND EFFECT
15 OF TERMINATION OF A MEMBER.
16 (6) ANY OTHER PROVISIONS DEEMED NECESSARY OR PROPER TO
17 CARRY OUT THE PURPOSES OF THE CORPORATION.
18 (7) PENALTIES FOR VIOLATIONS OF THE BYLAWS.
19 § 7722. BENEFITS BESTOWED ON ASSOCIATIONS BY COMPLIANCE WITH
20 THIS CHAPTER.
21 A COOPERATIVE ASSOCIATION, WHETHER INCORPORATED OR
22 UNINCORPORATED, SHALL BE ENTITLED TO ALL THE BENEFITS OF THIS
23 CHAPTER BY COMPLYING WITH ITS PROVISIONS; MAY, BY A VOTE OF THE
24 MAJORITY OF THE MEMBERS OF THE COOPERATIVE ASSOCIATION TAKEN
25 ACCORDING TO ITS EXISTING ARTICLES OF ASSOCIATION OR BYLAWS,
26 DETERMINE TO AVAIL ITSELF OF THE PROVISIONS OF THIS CHAPTER AND
27 TO ASSUME A CORPORATE NAME AND THE POWERS UNDER A CORPORATE
28 NAME; AND MAY, BY A LIKE VOTE, TRANSFER TO THE CORPORATION
29 FORMED UNDER THIS CHAPTER ALL ITS PROPERTY. UPON TRANSFER OF THE
30 PROPERTY, THE CORPORATION TO WHICH THE PROPERTY IS TRANSFERRED
19870S1200B2515 - 490 -
1 SHALL TAKE IT IN THE SAME MANNER, TO THE SAME EXTENT AND WITH
2 THE SAME EFFECT AS THE PROPERTY WAS PREVIOUSLY OWNED AND HELD BY
3 THE BY THE CORPORATION TRANSFERRING THE PROPERTY AND MAY, IN ITS
4 CORPORATE NAME, SUE FOR AND COLLECT DEBTS, SUBSCRIPTIONS AND
5 OTHER BENEFITS BELONGING TO THE ORIGINAL ASSOCIATION. A
6 CORPORATION TAKING PROPERTY UNDER THIS SECTION SHALL TAKE IT
7 SUBJECT TO LIENS AND TRUSTS, LEGAL AND EQUITABLE, TO WHICH THE
8 PROPERTY WAS SUBJECT BEFORE TRANSFER AND SHALL BE LIABLE FOR ALL
9 OBLIGATIONS OF THE PREVIOUS ASSOCIATION TO THE EXTENT OF THE
10 VALUE OF THE PROPERTY AT THE TIME OF TAKING.
11 § 7723. DISSOLUTION.
12 (A) GENERAL RULE.--A CORPORATION MAY DISSOLVE AND WIND UP;
13 MAY MERGE OR CONSOLIDATE WITH OTHER CORPORATIONS; AND MAY SELL
14 TO, LEASE TO OR EXCHANGE WITH OTHER CORPORATIONS ALL OR
15 SUBSTANTIALLY ALL OF ITS PROPERTY AND ASSETS. EXCEPT AS
16 OTHERWISE PROVIDED IN THIS CHAPTER, THESE ACTIONS ARE GOVERNED
17 BY CH. 19, SUBCH. C (RELATING TO MERGER, CONSOLIDATION, SHARE
18 EXCHANGE AND SALE OF ASSETS). A WORKERS' COOPERATIVE CORPORATION
19 WHICH HAS NOT REVOKED ITS ELECTION TO BE GOVERNED BY THIS
20 CHAPTER MAY NOT CONSOLIDATE OR MERGE WITH ONE OR MORE
21 CORPORATIONS ORGANIZED UNDER ANY LAW OTHER THAN THIS CHAPTER. IF
22 A MEMBER OBJECTS TO A CORPORATION'S MERGER OR CONSOLIDATION, THE
23 MEMBER MAY TERMINATE MEMBERSHIP IN THE CORPORATION. THE PRICE OF
24 REDEMPTION OF THE MEMBER'S INTEREST SHALL BE THE AMOUNT IN THE
25 MEMBER'S INDIVIDUAL CAPITAL ACCOUNT ON TERMS AND CONDITIONS AS
26 THE LAW, THE ARTICLES OF INCORPORATION AND THE BYLAWS PROVIDE.
27 (B) DISTRIBUTION OF ASSETS.--UPON DISSOLUTION, THE ASSETS OF
28 A CORPORATION SHALL BE DISTRIBUTED IN ACCORDANCE WITH THE
29 ARTICLES OF INCORPORATION OR BYLAWS. THE RECIPIENTS OF THE
30 DISTRIBUTED ASSETS SHALL BE LIMITED TO THE FOLLOWING:
19870S1200B2515 - 491 -
1 (1) EACH INDIVIDUAL WHO IS OR WAS A MEMBER OF THE
2 CORPORATION OR THE INDIVIDUAL'S ESTATE ON THE BASIS OF THE
3 RATIO OF THE MEMBER'S PATRONAGE TO THE TOTAL PATRONAGE OF ALL
4 MEMBERS DURING THE EXISTENCE OF THE CORPORATION.
5 (2) HOLDERS OF SHARES OF STOCK IN THE CORPORATION OTHER
6 THAN MEMBERSHIP SHARES.
7 (3) OTHER CORPORATIONS WHICH ARE INCORPORATED UNDER THIS
8 CHAPTER OR WHICH MEET THE REQUIREMENTS OF INCORPORATION UNDER
9 THIS CHAPTER.
10 (4) CHARITABLE INSTITUTIONS IN SUPPORT OF THE
11 COOPERATIVE MOVEMENT.
12 (C) SECURITY INTERESTS AND INDEBTEDNESS.--A MORTGAGE, PLEDGE
13 OR CREATION OF A SECURITY INTEREST IS NOT A SALE WITHIN THE
14 MEANING OF THIS SECTION. UNLESS OTHERWISE PROVIDED IN THE
15 ARTICLES OF INCORPORATION OR BYLAWS, A CORPORATION MAY CREATE OR
16 INCREASE ITS INDEBTEDNESS IN THE MANNER, TO THE EXTENT, FOR THE
17 PURPOSE, UPON TERMS AND CONDITIONS AND UPON SECURITY AS
18 AUTHORIZED BY RESOLUTION ADOPTED BY ITS BOARD OF DIRECTORS. IN
19 THIS CASE NO AUTHORIZATION OR CONSENT OF THE MEMBERS IS
20 REQUIRED.
21 § 7724. CONVERSION TO A CORPORATION GOVERNED BY THE BUSINESS
22 CORPORATION LAW.
23 (A) AMENDMENT OF ARTICLES.--A CORPORATION MAY REVOKE ITS
24 ELECTION TO BE GOVERNED BY THIS CHAPTER BY FILING AN ADOPTED
25 AMENDMENT TO ITS ARTICLES OF INCORPORATION WITH THE DEPARTMENT.
26 (B) CONVERSION OF SHARES AND ACCOUNTS.--WHEN A CORPORATION
27 REVOKES ITS ELECTION UNDER SUBSECTION (A), THE AMENDMENT TO THE
28 ARTICLES OF INCORPORATION SHALL PROVIDE FOR THE CONVERSION OF
29 MEMBERSHIP SHARES AND INTERNAL CAPITAL ACCOUNTS TO SECURITIES OR
30 OTHER PROPERTY IN A MANNER CONSISTENT WITH THIS TITLE.
19870S1200B2515 - 492 -
1 § 7725. SAVINGS PROVISIONS.
2 (A) GENERAL RULE.--IN RELATION TO A CORPORATION EXISTING ON
3 THE EFFECTIVE DATE OF THIS CHAPTER, THE PROVISIONS OF THIS
4 CHAPTER DO NOT IMPAIR OR AFFECT AN ACT DONE; OFFENSE COMMITTED;
5 RIGHT ACCRUING OR ACCRUED; OR LIABILITY, PENALTY, FORFEITURE OR
6 PUNISHMENT INCURRED PRIOR TO THE EFFECTIVE DATE OF THIS CHAPTER.
7 (B) CONTRACTS.--THIS CHAPTER DOES NOT IMPAIR OR AFFECT A
8 CONTRACT ENTERED INTO BY A CORPORATION PRIOR TO THE EFFECTIVE
9 DATE OF THIS CHAPTER.
10 § 7726. APPLICABILITY.
11 (A) GENERAL RULE.--THIS CHAPTER SHALL APPLY TO DOMESTIC
12 CORPORATIONS INCORPORATED UNDER THIS CHAPTER ON OR AFTER THE
13 EFFECTIVE DATE OF THIS CHAPTER.
14 (B) EXISTING CORPORATIONS.--THIS CHAPTER SHALL APPLY TO
15 EXISTING DOMESTIC CORPORATIONS INCORPORATED UNDER OR SUBJECT TO
16 ANY PRIOR LAW OF THE COMMONWEALTH CONCERNING INCORPORATION AND
17 REGULATION OF CORPORATIONS, WHETHER COOPERATIVE OR
18 NONCOOPERATIVE, BY THE FILING WITH THE DEPARTMENT OF A
19 CERTIFICATE EXECUTED UNDER THE SEAL OF THE CORPORATION, SIGNED
20 BY TWO AUTHORIZED OFFICERS OF THE CORPORATION AND SETTING FORTH:
21 (1) THE NAME OF THE CORPORATION.
22 (2) THE STATUTE BY OR UNDER WHICH IT WAS CREATED OR
23 FORMED.
24 (3) A STATEMENT THAT THE MEMBERS OR STOCKHOLDERS OF THE
25 CORPORATION HAVE ELECTED, BY A MAJORITY VOTE OF THE MEMBERS
26 OR STOCKHOLDERS PRESENT AT A MEETING CALLED FOR SUCH PURPOSE
27 AT WHICH A QUORUM IS PRESENT, TO ACCEPT THE PROVISIONS OF
28 THIS CHAPTER FOR THE GOVERNMENT AND REGULATION OF THE AFFAIRS
29 OF THE CORPORATION.
30 PART III
19870S1200B2515 - 493 -
1 PARTNERSHIPS
2 CHAPTER
3 81. GENERAL PROVISIONS
4 83. GENERAL PARTNERSHIPS
5 85. LIMITED PARTNERSHIPS
6 87. ELECTING PARTNERSHIPS
7 CHAPTER 81
8 GENERAL PROVISIONS
9 SEC.
10 8101. SHORT TITLE OF PART.
11 8102. INTERCHANGEABILITY OF PARTNERSHIP AND CORPORATE FORMS
12 OF ORGANIZATION.
13 § 8101. SHORT TITLE OF PART.
14 THIS PART SHALL BE KNOWN AND MAY BE CITED AS THE PARTNERSHIP
15 CODE.
16 § 8102. INTERCHANGEABILITY OF PARTNERSHIP AND CORPORATE FORMS
17 OF ORGANIZATION.
18 (A) GENERAL RULE.--SUBJECT TO ANY RESTRICTIONS ON A SPECIFIC
19 LINE OF BUSINESS MADE APPLICABLE BY SECTION 103 (RELATING TO
20 SUBORDINATION OF TITLE TO REGULATORY LAWS):
21 (1) ANY BUSINESS THAT MAY BE CONDUCTED IN A CORPORATE
22 FORM MAY ALSO BE CONDUCTED AS A PARTNERSHIP.
23 (2) A DOMESTIC OR FOREIGN PARTNERSHIP MAY EXERCISE ANY
24 RIGHT, POWER, FRANCHISE OR PRIVILEGE THAT A DOMESTIC OR
25 FOREIGN CORPORATION ENGAGED IN THE SAME LINE OF BUSINESS
26 MIGHT EXERCISE UNDER THE LAWS OF THIS COMMONWEALTH, INCLUDING
27 POWERS CONFERRED BY SECTION 1511 (RELATING TO ADDITIONAL
28 POWERS OF CERTAIN PUBLIC UTILITY CORPORATIONS) OR OTHER
29 PROVISIONS OF LAW GRANTING THE RIGHT TO A DULY AUTHORIZED
30 CORPORATION TO TAKE OR OCCUPY PROPERTY AND MAKE COMPENSATION
19870S1200B2515 - 494 -
1 THEREFOR.
2 (B) EXCEPTIONS.--SUBSECTION (A) SHALL NOT:
3 (1) AFFECT ANY LAW RELATING TO THE TAXATION OF
4 PARTNERSHIPS OR CORPORATIONS.
5 (2) APPLY TO A BANKING INSTITUTION, INSURANCE
6 CORPORATION OR SAVINGS ASSOCIATION, UNLESS THE LAWS RELATING
7 THERETO EXPRESSLY CONTEMPLATE THE CONDUCT OF THE REGULATED
8 BUSINESS IN PARTNERSHIP FORM.
9 (3) PERMIT A PARTNERSHIP TO PROVIDE FULL LIMITED
10 LIABILITY FOR ALL OF THE INVESTORS THEREIN OR OTHERWISE FAIL
11 TO PRESERVE THE INTRINSIC DIFFERENCES BETWEEN THE PARTNERSHIP
12 AND CORPORATE FORMS.
13 CHAPTER 83
14 GENERAL PARTNERSHIPS
15 SUBCHAPTER
16 A. PRELIMINARY PROVISIONS
17 B. NATURE OF A PARTNERSHIP
18 C. RELATION OF PARTNERS TO PERSONS DEALING WITH THE
19 PARTNERSHIP
20 D. RELATIONS OF PARTNERS TO ONE ANOTHER
21 E. PROPERTY RIGHTS OF A PARTNER
22 F. DISSOLUTION AND WINDING UP
23 SUBCHAPTER A
24 PRELIMINARY PROVISIONS
25 SEC.
26 8301. SHORT TITLE AND APPLICATION OF CHAPTER.
27 8302. DEFINITIONS.
28 8303. "KNOWLEDGE" AND "NOTICE."
29 8304. RULES OF CONSTRUCTION.
30 8305. RULES FOR CASES NOT PROVIDED FOR IN CHAPTER.
19870S1200B2515 - 495 -
1 § 8301. SHORT TITLE AND APPLICATION OF CHAPTER.
2 (A) SHORT TITLE OF CHAPTER.--THIS CHAPTER SHALL BE KNOWN AND
3 MAY BE CITED AS THE UNIFORM PARTNERSHIP ACT.
4 (B) APPLICATION OF CHAPTER.--THIS CHAPTER SHALL APPLY TO
5 EVERY PARTNERSHIP HERETOFORE AND HEREAFTER ORGANIZED. SEE
6 SECTION 8311 (RELATING TO PARTNERSHIP DEFINED).
7 § 8302. DEFINITIONS.
8 THE FOLLOWING WORDS AND PHRASES WHEN USED IN THIS CHAPTER
9 SHALL HAVE THE MEANINGS GIVEN TO THEM IN THIS SECTION UNLESS THE
10 CONTEXT CLEARLY INDICATES OTHERWISE:
11 "BANKRUPT." INCLUDES BANKRUPT UNDER THE BANKRUPTCY CODE (11
12 U.S.C. § 101 ET SEQ.) OR INSOLVENT UNDER ANY STATE INSOLVENCY
13 ACT.
14 "BUSINESS." INCLUDES SUBJECT TO SECTION 8102(B) (RELATING TO <--
15 EXEMPTIONS), INCLUDES EVERY TRADE, OCCUPATION OR PROFESSION.
16 "CONVEYANCE." INCLUDES EVERY ASSIGNMENT, LEASE, MORTGAGE OR
17 ENCUMBRANCE.
18 "COURT." INCLUDES EVERY COURT AND JUDGE HAVING JURISDICTION
19 IN THE CASE.
20 "REAL PROPERTY." INCLUDES LAND AND ANY INTEREST OR ESTATE IN
21 LAND.
22 § 8303. "KNOWLEDGE" AND "NOTICE."
23 (A) KNOWLEDGE.--A PERSON HAS "KNOWLEDGE" OF A FACT, WITHIN
24 THE MEANING OF THIS CHAPTER, NOT ONLY WHEN HE HAS ACTUAL
25 KNOWLEDGE THEREOF BUT ALSO WHEN HE HAS KNOWLEDGE OF SUCH OTHER
26 FACTS AS IN THE CIRCUMSTANCES SHOW BAD FAITH.
27 (B) NOTICE.--A PERSON HAS "NOTICE" OF A FACT, WITHIN THE
28 MEANING OF THIS CHAPTER, WHEN THE PERSON WHO CLAIMS THE BENEFIT
29 OF THE NOTICE:
30 (1) STATES THE FACT TO THE OTHER PERSON; OR
19870S1200B2515 - 496 -
1 (2) DELIVERS THROUGH THE MAIL, OR BY OTHER MEANS OF
2 COMMUNICATION, A WRITTEN STATEMENT OF THE FACT TO THE OTHER
3 PERSON OR TO A PROPER PERSON AT HIS PLACE OF BUSINESS OR
4 RESIDENCE.
5 § 8304. RULES OF CONSTRUCTION.
6 (A) ESTOPPEL.--THE LAW OF ESTOPPEL SHALL APPLY UNDER THIS
7 CHAPTER.
8 (B) AGENCY.--THE LAW OF AGENCY SHALL APPLY UNDER THIS
9 CHAPTER.
10 § 8305. RULES FOR CASES NOT PROVIDED FOR IN CHAPTER.
11 IN ANY CASE NOT PROVIDED FOR IN THIS CHAPTER, THE RULES OF
12 LAW AND EQUITY, INCLUDING THE LAW MERCHANT, SHALL GOVERN.
13 SUBCHAPTER B
14 NATURE OF A PARTNERSHIP
15 SEC.
16 8311. PARTNERSHIP DEFINED.
17 8312. RULES FOR DETERMINING THE EXISTENCE OF A PARTNERSHIP.
18 8313. PARTNERSHIP PROPERTY.
19 § 8311. PARTNERSHIP DEFINED.
20 (A) GENERAL RULE.--A PARTNERSHIP IS AN ASSOCIATION OF TWO OR
21 MORE PERSONS TO CARRY ON AS CO-OWNERS A BUSINESS FOR PROFIT.
22 (B) EXCEPTIONS.--ANY ASSOCIATION FORMED UNDER ANY STATUTE OF
23 THIS COMMONWEALTH EXCEPT THIS CHAPTER OR CORRESPONDING
24 PROVISIONS OF PRIOR LAW, OR UNDER ANY STATUTE ADOPTED BY
25 AUTHORITY OTHER THAN THE AUTHORITY OF THIS COMMONWEALTH, IS NOT
26 A PARTNERSHIP UNDER THIS CHAPTER UNLESS THE ASSOCIATION WOULD
27 HAVE BEEN A PARTNERSHIP IN THIS COMMONWEALTH PRIOR TO MARCH 26,
28 1915. THIS CHAPTER SHALL APPLY TO LIMITED PARTNERSHIPS EXCEPT
29 INSOFAR AS THE STATUTES RELATING TO THOSE PARTNERSHIPS ARE
30 INCONSISTENT WITH THIS CHAPTER.
19870S1200B2515 - 497 -
1 § 8312. RULES FOR DETERMINING THE EXISTENCE OF A PARTNERSHIP.
2 IN DETERMINING WHETHER A PARTNERSHIP EXISTS, THESE RULES
3 SHALL APPLY:
4 (1) EXCEPT AS PROVIDED BY SECTION 8328 (RELATING TO
5 PARTNER BY ESTOPPEL), PERSONS WHO ARE NOT PARTNERS AS TO EACH
6 OTHER ARE NOT PARTNERS AS TO THIRD PERSONS.
7 (2) JOINT TENANCY, TENANCY IN COMMON, TENANCY BY THE
8 ENTIRETIES, JOINT PROPERTY, COMMON PROPERTY OR PART OWNERSHIP
9 DOES NOT OF ITSELF ESTABLISH A PARTNERSHIP WHETHER OR NOT THE
10 CO-OWNERS SHARE ANY PROFITS MADE BY THE USE OF THE PROPERTY.
11 (3) THE SHARING OF GROSS RETURNS DOES NOT OF ITSELF
12 ESTABLISH A PARTNERSHIP WHETHER OR NOT THE PERSONS SHARING
13 THEM HAVE A JOINT OR COMMON RIGHT OR INTEREST IN ANY PROPERTY
14 FROM WHICH THE RETURNS ARE DERIVED.
15 (4) THE RECEIPT BY A PERSON OF A SHARE OF THE PROFITS OF
16 A BUSINESS IS PRIMA FACIE EVIDENCE THAT HE IS A PARTNER IN
17 THE BUSINESS BUT NO SUCH INFERENCE SHALL BE DRAWN IF THE
18 PROFITS WERE RECEIVED IN PAYMENT:
19 (I) AS A DEBT BY INSTALLMENTS OR OTHERWISE.
20 (II) AS WAGES OF AN EMPLOYEE OR RENT TO A LANDLORD.
21 (III) AS AN ANNUITY TO A SURVIVING SPOUSE OR
22 REPRESENTATIVE OF A DECEASED PARTNER.
23 (IV) AS INTEREST ON A LOAN THOUGH THE AMOUNT OF
24 PAYMENT VARIES WITH THE PROFITS OF THE BUSINESS.
25 (V) AS THE CONSIDERATION FOR THE SALE OF THE
26 GOODWILL OF A BUSINESS OR OTHER PROPERTY BY INSTALLMENTS
27 OR OTHERWISE.
28 § 8313. PARTNERSHIP PROPERTY.
29 (A) GENERAL RULE.--ALL PROPERTY ORIGINALLY BROUGHT INTO THE
30 PARTNERSHIP STOCK OR SUBSEQUENTLY ACQUIRED, BY PURCHASE OR
19870S1200B2515 - 498 -
1 OTHERWISE, ON ACCOUNT OF THE PARTNERSHIP IS PARTNERSHIP
2 PROPERTY.
3 (B) ACQUISITION WITH PARTNERSHIP FUNDS.--UNLESS THE CONTRARY
4 INTENTION APPEARS, PROPERTY ACQUIRED WITH PARTNERSHIP FUNDS IS
5 PARTNERSHIP PROPERTY.
6 (C) PROPERTY IN PARTNERSHIP NAME.--ANY ESTATE IN REAL
7 PROPERTY MAY BE ACQUIRED IN THE PARTNERSHIP NAME. TITLE SO
8 ACQUIRED CAN BE CONVEYED ONLY IN THE PARTNERSHIP NAME.
9 (D) EXTENT OF INTEREST ACQUIRED.--A CONVEYANCE TO A
10 PARTNERSHIP IN THE PARTNERSHIP NAME, THOUGH WITHOUT WORDS OF
11 INHERITANCE, PASSES THE ENTIRE ESTATE OF THE GRANTOR UNLESS A
12 CONTRARY INTENT APPEARS.
13 SUBCHAPTER C
14 RELATION OF PARTNERS TO PERSONS
15 DEALING WITH THE PARTNERSHIP
16 SEC.
17 8321. PARTNER AGENT OF PARTNERSHIP AS TO PARTNERSHIP BUSINESS.
18 8322. CONVEYANCE OF REAL PROPERTY OF THE PARTNERSHIP.
19 8323. ADMISSIONS OR REPRESENTATIONS BY PARTNER.
20 8324. PARTNERSHIP CHARGED WITH KNOWLEDGE OF OR NOTICE TO
21 PARTNER.
22 8325. WRONGFUL ACT OF PARTNER.
23 8326. BREACH OF TRUST BY PARTNER.
24 8327. NATURE OF LIABILITY OF PARTNER.
25 8328. PARTNER BY ESTOPPEL.
26 8329. LIABILITY OF INCOMING PARTNER.
27 § 8321. PARTNER AGENT OF PARTNERSHIP AS TO PARTNERSHIP
28 BUSINESS.
29 (A) GENERAL RULE.--EVERY PARTNER IS AN AGENT OF THE
30 PARTNERSHIP FOR THE PURPOSE OF ITS BUSINESS AND THE ACT OF EVERY
19870S1200B2515 - 499 -
1 PARTNER, INCLUDING THE EXECUTION IN THE PARTNERSHIP NAME OF ANY
2 INSTRUMENT, FOR APPARENTLY CARRYING ON IN THE USUAL WAY THE
3 BUSINESS OF THE PARTNERSHIP OF WHICH HE IS A MEMBER BINDS THE
4 PARTNERSHIP UNLESS THE PARTNER SO ACTING HAS IN FACT NO
5 AUTHORITY TO ACT FOR THE PARTNERSHIP IN THE PARTICULAR MATTER
6 AND THE PERSON WITH WHOM HE IS DEALING HAS KNOWLEDGE OF THE FACT
7 THAT HE HAS NO SUCH AUTHORITY.
8 (B) ABSENCE OF APPARENT AUTHORITY.--AN ACT OF A PARTNER
9 WHICH IS NOT APPARENTLY FOR THE CARRYING ON OF THE BUSINESS OF
10 THE PARTNERSHIP IN THE USUAL WAY DOES NOT BIND THE PARTNERSHIP
11 UNLESS AUTHORIZED BY THE OTHER PARTNERS.
12 (C) LIMITATIONS ON AUTHORITY OF INDIVIDUAL PARTNERS.--UNLESS
13 AUTHORIZED BY THE OTHER PARTNERS OR UNLESS THEY HAVE ABANDONED
14 THE BUSINESS, ONE OR MORE BUT LESS THAN ALL THE PARTNERS HAVE NO
15 AUTHORITY TO:
16 (1) ASSIGN THE PARTNERSHIP PROPERTY IN TRUST FOR
17 CREDITORS OR ON THE PROMISE OF THE ASSIGNEE TO PAY THE DEBTS
18 OF THE PARTNERSHIP.
19 (2) DISPOSE OF THE GOODWILL OF THE BUSINESS.
20 (3) DO ANY OTHER ACT WHICH WOULD MAKE IT IMPOSSIBLE TO
21 CARRY ON THE ORDINARY BUSINESS OF A PARTNERSHIP.
22 (4) CONFESS A JUDGMENT.
23 (5) SUBMIT A PARTNERSHIP CLAIM OR LIABILITY TO
24 ARBITRATION OR REFERENCE.
25 (D) EFFECT OF KNOWLEDGE OF RESTRICTION.--NO ACT OF A PARTNER
26 IN CONTRAVENTION OF A RESTRICTION ON HIS AUTHORITY SHALL BIND
27 THE PARTNERSHIP TO PERSONS HAVING KNOWLEDGE OF THE RESTRICTION.
28 § 8322. CONVEYANCE OF REAL PROPERTY OF THE PARTNERSHIP.
29 (A) GENERAL RULE.--WHERE TITLE TO REAL PROPERTY IS IN THE
30 PARTNERSHIP NAME, ANY PARTNER MAY CONVEY TITLE TO THE PROPERTY
19870S1200B2515 - 500 -
1 BY A CONVEYANCE EXECUTED IN THE PARTNERSHIP NAME, BUT THE
2 PARTNERSHIP MAY RECOVER THE PROPERTY UNLESS THE ACT OF THE
3 PARTNER BINDS THE PARTNERSHIP UNDER THE PROVISIONS OF SECTION
4 8321(A) (RELATING TO PARTNER AGENT OF PARTNERSHIP AS TO
5 PARTNERSHIP BUSINESS) OR UNLESS THE PROPERTY HAS BEEN CONVEYED
6 BY THE GRANTEE OR A PERSON CLAIMING THROUGH THE GRANTEE TO A
7 HOLDER FOR VALUE WITHOUT KNOWLEDGE THAT THE PARTNER, IN MAKING
8 THE CONVEYANCE, HAS EXCEEDED HIS AUTHORITY.
9 (B) EQUITABLE OWNERSHIP WHERE PARTNERSHIP IS RECORD OWNER.--
10 WHERE TITLE TO REAL PROPERTY IS IN THE NAME OF THE PARTNERSHIP,
11 A CONVEYANCE EXECUTED BY A PARTNER IN HIS OWN NAME PASSES THE
12 EQUITABLE INTEREST OF THE PARTNERSHIP IF THE ACT IS ONE WITHIN
13 THE AUTHORITY OF THE PARTNER UNDER THE PROVISIONS OF SECTION
14 8321(A).
15 (C) CONVEYANCE BY RECORD OWNERS.--WHERE TITLE TO REAL
16 PROPERTY IS IN THE NAME OF ONE OR MORE BUT NOT ALL THE PARTNERS
17 AND THE RECORD DOES NOT DISCLOSE THE RIGHT OF THE PARTNERSHIP,
18 THE PARTNERS IN WHOSE NAME THE TITLE STANDS MAY CONVEY TITLE TO
19 THE PROPERTY, BUT THE PARTNERSHIP MAY RECOVER THE PROPERTY IF
20 THE ACT OF THE PARTNERS DOES NOT BIND THE PARTNERSHIP UNDER THE
21 PROVISIONS OF SECTION 8321(A) UNLESS THE PURCHASER OR HIS
22 ASSIGNEE IS A HOLDER FOR VALUE, WITHOUT KNOWLEDGE.
23 (D) EQUITABLE OWNERSHIP WHERE PARTNERSHIP IS NOT RECORD
24 OWNER.--WHERE THE TITLE TO REAL PROPERTY IS IN THE NAME OF ONE
25 OR MORE OR ALL THE PARTNERS, OR IN A THIRD PERSON IN TRUST FOR
26 THE PARTNERSHIP, A CONVEYANCE EXECUTED BY A PARTNER IN THE
27 PARTNERSHIP NAME OR IN HIS OWN NAME PASSES THE EQUITABLE
28 INTEREST OF THE PARTNERSHIP IF THE ACT IS ONE WITHIN THE
29 AUTHORITY OF THE PARTNER UNDER THE PROVISIONS OF SECTION
30 8321(A).
19870S1200B2515 - 501 -
1 (E) EFFECT OF CONVEYANCE BY ALL PARTNERS.--WHERE THE TITLE
2 TO REAL PROPERTY IS IN THE NAMES OF ALL THE PARTNERS, A
3 CONVEYANCE EXECUTED BY ALL THE PARTNERS PASSES ALL THEIR RIGHTS
4 IN THE PROPERTY.
5 § 8323. ADMISSIONS OR REPRESENTATIONS BY PARTNER.
6 AN ADMISSION OR REPRESENTATION MADE BY ANY PARTNER CONCERNING
7 PARTNERSHIP AFFAIRS WITHIN THE SCOPE OF HIS AUTHORITY AS
8 CONFERRED BY THIS CHAPTER IS EVIDENCE AGAINST THE PARTNERSHIP.
9 § 8324. PARTNERSHIP CHARGED WITH KNOWLEDGE OF OR NOTICE TO
10 PARTNER.
11 NOTICE TO ANY PARTNER OF ANY MATTER RELATING TO PARTNERSHIP
12 AFFAIRS, AND THE KNOWLEDGE OF THE PARTNER ACTING IN THE
13 PARTICULAR MATTER ACQUIRED WHILE A PARTNER OR THEN PRESENT TO
14 HIS MIND, AND THE KNOWLEDGE OF ANY OTHER PARTNER WHO REASONABLY
15 COULD AND SHOULD HAVE COMMUNICATED IT TO THE ACTING PARTNER
16 OPERATE AS NOTICE TO OR KNOWLEDGE OF THE PARTNERSHIP EXCEPT IN
17 THE CASE OF A FRAUD ON THE PARTNERSHIP COMMITTED BY OR WITH THE
18 CONSENT OF THAT PARTNER.
19 § 8325. WRONGFUL ACT OF PARTNER.
20 WHERE, BY ANY WRONGFUL ACT OR OMISSION OF ANY PARTNER ACTING
21 IN THE ORDINARY COURSE OF THE BUSINESS OF THE PARTNERSHIP OR
22 WITH THE AUTHORITY OF HIS COPARTNERS, LOSS OR INJURY IS CAUSED
23 TO ANY PERSON, NOT BEING A PARTNER IN THE PARTNERSHIP, OR ANY
24 PENALTY IS INCURRED, THE PARTNERSHIP IS LIABLE THEREFOR TO THE
25 SAME EXTENT AS THE PARTNER SO ACTING OR OMITTING TO ACT.
26 § 8326. BREACH OF TRUST BY PARTNER.
27 THE PARTNERSHIP IS BOUND TO MAKE GOOD THE LOSS:
28 (1) WHERE ONE PARTNER, ACTING WITHIN THE SCOPE OF HIS
29 APPARENT AUTHORITY, RECEIVES MONEY OR PROPERTY OF A THIRD
30 PERSON AND MISAPPLIES IT.
19870S1200B2515 - 502 -
1 (2) WHERE THE PARTNERSHIP, IN THE COURSE OF ITS
2 BUSINESS, RECEIVES MONEY OR PROPERTY OF A THIRD PERSON AND
3 THE MONEY OR PROPERTY SO RECEIVED IS MISAPPLIED BY ANY
4 PARTNER WHILE IT IS IN THE CUSTODY OF THE PARTNERSHIP.
5 § 8327. NATURE OF LIABILITY OF PARTNER.
6 ALL PARTNERS ARE LIABLE:
7 (1) JOINTLY AND SEVERALLY FOR EVERYTHING CHARGEABLE TO
8 THE PARTNERSHIP UNDER SECTIONS 8325 (RELATING TO WRONGFUL ACT
9 OF PARTNER) AND 8326 (RELATING TO BREACH OF TRUST BY
10 PARTNER).
11 (2) JOINTLY FOR ALL OTHER DEBTS AND OBLIGATIONS OF THE
12 PARTNERSHIP BUT ANY PARTNER MAY ENTER INTO A SEPARATE
13 OBLIGATION TO PERFORM A PARTNERSHIP CONTRACT.
14 § 8328. PARTNER BY ESTOPPEL.
15 (A) GENERAL RULE.--
16 (1) WHEN A PERSON, BY WORDS SPOKEN OR WRITTEN OR BY
17 CONDUCT, REPRESENTS HIMSELF, OR CONSENTS TO ANOTHER
18 REPRESENTING HIM TO ANY ONE, AS A PARTNER IN AN EXISTING
19 PARTNERSHIP OR WITH ONE OR MORE PERSONS NOT ACTUAL PARTNERS,
20 HE IS LIABLE TO THE PERSON TO WHOM THE REPRESENTATION HAS
21 BEEN MADE WHO HAS, ON THE FAITH OF THE REPRESENTATION, GIVEN
22 CREDIT TO THE ACTUAL OR APPARENT PARTNERSHIP, AND IF HE HAS
23 MADE THE REPRESENTATION OR CONSENTED TO ITS BEING MADE IN A
24 PUBLIC MANNER HE IS LIABLE TO THAT PERSON, WHETHER THE
25 REPRESENTATION HAS OR HAS NOT BEEN MADE OR COMMUNICATED TO
26 THE PERSON SO GIVING CREDIT BY OR WITH THE KNOWLEDGE OF THE
27 APPARENT PARTNER MAKING THE REPRESENTATION OR CONSENTING TO
28 ITS BEING MADE.
29 (2) WHEN A PARTNERSHIP LIABILITY RESULTS, HE IS LIABLE
30 AS THOUGH HE WERE AN ACTUAL MEMBER OF THE PARTNERSHIP.
19870S1200B2515 - 503 -
1 (3) WHEN NO PARTNERSHIP LIABILITY RESULTS, HE IS LIABLE
2 JOINTLY WITH THE OTHER PERSONS, IF ANY, SO CONSENTING TO THE
3 CONTRACT OR REPRESENTATION AS TO INCUR LIABILITY, OTHERWISE
4 SEPARATELY.
5 (B) AUTHORITY AS REPRESENTATIVE.--WHEN A PERSON HAS BEEN
6 THUS REPRESENTED TO BE A PARTNER IN AN EXISTING PARTNERSHIP OR
7 WITH ONE OR MORE PERSONS NOT ACTUAL PARTNERS, HE IS AN AGENT OF
8 THE PERSONS CONSENTING TO THE REPRESENTATION TO BIND THEM TO THE
9 SAME EXTENT AND IN THE SAME MANNER AS THOUGH HE WERE A PARTNER
10 IN FACT WITH RESPECT TO PERSONS WHO RELY UPON THE
11 REPRESENTATION. WHERE ALL THE MEMBERS OF THE EXISTING
12 PARTNERSHIP CONSENT TO THE REPRESENTATION, A PARTNERSHIP ACT OR
13 OBLIGATION RESULTS BUT IN ALL OTHER CASES IT IS THE JOINT ACT OR
14 OBLIGATION OF THE PERSON ACTING AND THE PERSONS CONSENTING TO
15 THE REPRESENTATION.
16 § 8329. LIABILITY OF INCOMING PARTNER.
17 A PERSON ADMITTED AS A PARTNER INTO AN EXISTING PARTNERSHIP
18 IS LIABLE FOR ALL THE OBLIGATIONS OF THE PARTNERSHIP ARISING
19 BEFORE HIS ADMISSION AS THOUGH HE HAD BEEN A PARTNER WHEN THE
20 OBLIGATIONS WERE INCURRED EXCEPT THAT THIS LIABILITY SHALL BE
21 SATISFIED ONLY OUT OF PARTNERSHIP PROPERTY.
22 SUBCHAPTER D
23 RELATIONS OF PARTNERS TO ONE ANOTHER
24 SEC.
25 8331. RULES DETERMINING RIGHTS AND DUTIES OF PARTNERS.
26 8332. PARTNERSHIP BOOKS.
27 8333. DUTY TO RENDER INFORMATION.
28 8334. PARTNER ACCOUNTABLE AS FIDUCIARY.
29 8335. RIGHT OF PARTNER TO AN ACCOUNT.
30 8336. CONTINUATION OF PARTNERSHIP BEYOND FIXED TERM.
19870S1200B2515 - 504 -
1 § 8331. RULES DETERMINING RIGHTS AND DUTIES OF PARTNERS.
2 THE RIGHTS AND DUTIES OF THE PARTNERS IN RELATION TO THE
3 PARTNERSHIP SHALL BE DETERMINED, SUBJECT TO ANY AGREEMENT
4 BETWEEN THEM, BY THE FOLLOWING RULES:
5 (1) EACH PARTNER SHALL BE REPAID HIS CONTRIBUTIONS,
6 WHETHER BY WAY OF CAPITAL OR ADVANCES TO THE PARTNERSHIP
7 PROPERTY, AND SHARE EQUALLY IN THE PROFITS AND SURPLUS
8 REMAINING AFTER ALL LIABILITIES, INCLUDING THOSE TO PARTNERS,
9 ARE SATISFIED AND MUST CONTRIBUTE TOWARDS THE LOSSES, WHETHER
10 OF CAPITAL OR OTHERWISE, SUSTAINED BY THE PARTNERSHIP,
11 ACCORDING TO HIS SHARE IN THE PROFITS.
12 (2) THE PARTNERSHIP MUST INDEMNIFY EVERY PARTNER IN
13 RESPECT OF PAYMENTS MADE AND PERSONAL LIABILITIES REASONABLY
14 INCURRED BY HIM IN THE ORDINARY AND PROPER CONDUCT OF ITS
15 BUSINESS OR FOR THE PRESERVATION OF ITS BUSINESS OR PROPERTY.
16 (3) A PARTNER WHO, IN AID OF THE PARTNERSHIP, MAKES ANY
17 PAYMENT OR ADVANCE BEYOND THE AMOUNT OF CAPITAL WHICH HE
18 AGREED TO CONTRIBUTE, SHALL BE PAID INTEREST FROM THE DATE OF
19 THE PAYMENT OR ADVANCE.
20 (4) A PARTNER SHALL RECEIVE INTEREST ON THE CAPITAL
21 CONTRIBUTED BY HIM ONLY FROM THE DATE WHEN REPAYMENT SHOULD
22 BE MADE.
23 (5) ALL PARTNERS HAVE EQUAL RIGHTS IN THE MANAGEMENT AND
24 CONDUCT OF THE PARTNERSHIP BUSINESS.
25 (6) NO PARTNER IS ENTITLED TO REMUNERATION FOR ACTING IN
26 THE PARTNERSHIP BUSINESS EXCEPT THAT A SURVIVING PARTNER IS
27 ENTITLED TO REASONABLE COMPENSATION FOR HIS SERVICES IN
28 WINDING UP THE PARTNERSHIP AFFAIRS.
29 (7) NO PERSON CAN BECOME A MEMBER OF A PARTNERSHIP
30 WITHOUT THE CONSENT OF ALL THE PARTNERS.
19870S1200B2515 - 505 -
1 (8) ANY DIFFERENCE ARISING AS TO ORDINARY MATTERS
2 CONNECTED WITH THE PARTNERSHIP BUSINESS MAY BE DECIDED BY A
3 MAJORITY OF THE PARTNERS BUT NO ACT IN CONTRAVENTION OF ANY
4 AGREEMENT BETWEEN THE PARTNERS MAY BE DONE RIGHTFULLY WITHOUT
5 THE CONSENT OF ALL THE PARTNERS.
6 § 8332. PARTNERSHIP BOOKS.
7 THE PARTNERSHIP BOOKS SHALL BE KEPT, SUBJECT TO ANY AGREEMENT
8 BETWEEN THE PARTNERS, AT THE PRINCIPAL PLACE OF BUSINESS OF THE
9 PARTNERSHIP AND EVERY PARTNER SHALL AT ALL TIMES HAVE ACCESS TO
10 AND MAY INSPECT AND COPY ANY OF THEM.
11 § 8333. DUTY TO RENDER INFORMATION.
12 PARTNERS SHALL RENDER ON DEMAND TRUE AND FULL INFORMATION OF
13 ALL THINGS AFFECTING THE PARTNERSHIP TO ANY PARTNER OR THE LEGAL
14 REPRESENTATIVE OF ANY DECEASED PARTNER OR PARTNER UNDER LEGAL
15 DISABILITY.
16 § 8334. PARTNER ACCOUNTABLE AS FIDUCIARY.
17 (A) GENERAL RULE.--EVERY PARTNER MUST ACCOUNT TO THE
18 PARTNERSHIP FOR ANY BENEFIT AND HOLD AS TRUSTEE FOR IT ANY
19 PROFITS DERIVED BY HIM WITHOUT THE CONSENT OF THE OTHER PARTNERS
20 FROM ANY TRANSACTION CONNECTED WITH THE FORMATION, CONDUCT OR
21 LIQUIDATION OF THE PARTNERSHIP OR FROM ANY USE BY HIM OF ITS
22 PROPERTY.
23 (B) PERSONAL REPRESENTATIVE.--SUBSECTION (A) APPLIES ALSO TO
24 THE REPRESENTATIVES OF A DECEASED PARTNER ENGAGED IN THE
25 LIQUIDATION OF THE AFFAIRS OF THE PARTNERSHIP AS THE PERSONAL
26 REPRESENTATIVES OF THE LAST SURVIVING PARTNER.
27 § 8335. RIGHT OF PARTNER TO AN ACCOUNT.
28 ANY PARTNER SHALL HAVE THE RIGHT TO A FORMAL ACCOUNT AS TO
29 THE PARTNERSHIP AFFAIRS:
30 (1) IF HE IS WRONGFULLY EXCLUDED FROM THE PARTNERSHIP
19870S1200B2515 - 506 -
1 BUSINESS OR POSSESSION OF ITS PROPERTY BY HIS COPARTNERS.
2 (2) IF THE RIGHT EXISTS UNDER THE TERMS OF ANY
3 AGREEMENT.
4 (3) AS PROVIDED BY SECTION 8334 (RELATING TO PARTNER
5 ACCOUNTABLE AS FIDUCIARY).
6 (4) WHENEVER OTHER CIRCUMSTANCES RENDER IT JUST AND
7 REASONABLE.
8 § 8336. CONTINUATION OF PARTNERSHIP BEYOND FIXED TERM.
9 (A) GENERAL RULE.--WHEN A PARTNERSHIP FOR A FIXED TERM OR
10 PARTICULAR UNDERTAKING IS CONTINUED AFTER THE TERMINATION OF
11 THAT TERM OR PARTICULAR UNDERTAKING WITHOUT ANY EXPRESS
12 AGREEMENT, THE RIGHTS AND DUTIES OF THE PARTNERS REMAIN THE SAME
13 AS THEY WERE AT SUCH TERMINATION SO FAR AS IS CONSISTENT WITH A
14 PARTNERSHIP AT WILL.
15 (B) EFFECT OF CONTINUATION OF BUSINESS.--A CONTINUATION OF
16 THE BUSINESS BY THE PARTNERS OR SUCH OF THEM AS HABITUALLY ACTED
17 THEREIN DURING THE TERM, WITHOUT ANY SETTLEMENT OR LIQUIDATION
18 OF THE PARTNERSHIP AFFAIRS, IS PRIMA FACIE EVIDENCE OF A
19 CONTINUATION OF THE PARTNERSHIP.
20 SUBCHAPTER E
21 PROPERTY RIGHTS OF A PARTNER
22 SEC.
23 8341. EXTENT OF PROPERTY RIGHTS OF PARTNER.
24 8342. NATURE OF RIGHT OF PARTNER IN SPECIFIC PARTNERSHIP
25 PROPERTY.
26 8343. NATURE OF INTEREST OF PARTNER IN PARTNERSHIP.
27 8344. ASSIGNMENT OF INTEREST OF PARTNER.
28 8345. INTEREST OF PARTNER SUBJECT TO CHARGING ORDER.
29 § 8341. EXTENT OF PROPERTY RIGHTS OF PARTNER.
30 THE PROPERTY RIGHTS OF A PARTNER ARE:
19870S1200B2515 - 507 -
1 (1) HIS RIGHTS IN SPECIFIC PARTNERSHIP PROPERTY.
2 (2) HIS INTEREST IN THE PARTNERSHIP.
3 (3) HIS RIGHT TO PARTICIPATE IN THE MANAGEMENT.
4 § 8342. NATURE OF RIGHT OF PARTNER IN SPECIFIC PARTNERSHIP
5 PROPERTY.
6 (A) GENERAL RULE.--A PARTNER IS CO-OWNER WITH HIS PARTNERS
7 OF SPECIFIC PARTNERSHIP PROPERTY, HOLDING AS A TENANT IN
8 PARTNERSHIP.
9 (B) INCIDENTS OF TENANCY.--THE INCIDENTS OF THIS TENANCY ARE
10 AS FOLLOWS:
11 (1) A PARTNER, SUBJECT TO THE PROVISIONS OF THIS CHAPTER
12 AND TO ANY AGREEMENT BETWEEN THE PARTNERS, HAS AN EQUAL RIGHT
13 WITH HIS PARTNERS TO POSSESS SPECIFIC PARTNERSHIP PROPERTY
14 FOR PARTNERSHIP PURPOSES, BUT HE HAS NO RIGHT TO POSSESS THE
15 PROPERTY FOR ANY OTHER PURPOSE WITHOUT THE CONSENT OF HIS
16 PARTNERS.
17 (2) THE RIGHT OF A PARTNER IN SPECIFIC PARTNERSHIP
18 PROPERTY IS NOT ASSIGNABLE EXCEPT IN CONNECTION WITH THE
19 ASSIGNMENT OF THE RIGHTS OF ALL PARTNERS IN THE SAME
20 PROPERTY.
21 (3) THE RIGHT OF A PARTNER IN SPECIFIC PARTNERSHIP
22 PROPERTY IS NOT SUBJECT TO ATTACHMENT OR EXECUTION EXCEPT ON
23 A CLAIM AGAINST THE PARTNERSHIP. WHEN PARTNERSHIP PROPERTY IS
24 ATTACHED FOR A PARTNERSHIP DEBT, THE PARTNERS, OR ANY OF
25 THEM, OR THE REPRESENTATIVES OF A DECEASED PARTNER, CANNOT
26 CLAIM ANY RIGHT UNDER THE HOMESTEAD OR EXEMPTION LAWS.
27 (4) ON THE DEATH OF A PARTNER, HIS RIGHT IN SPECIFIC
28 PARTNERSHIP PROPERTY VESTS IN THE SURVIVING PARTNER OR
29 PARTNERS, EXCEPT WHERE THE DECEASED WAS THE LAST SURVIVING
30 PARTNER, WHEN HIS RIGHT IN THE PROPERTY VESTS IN HIS LEGAL
19870S1200B2515 - 508 -
1 REPRESENTATIVE. THE SURVIVING PARTNER OR PARTNERS, OR THE
2 LEGAL REPRESENTATIVE OF THE LAST SURVIVING PARTNER, HAS NO
3 RIGHT TO POSSESS THE PARTNERSHIP PROPERTY FOR ANY BUT A
4 PARTNERSHIP PURPOSE.
5 (5) THE RIGHT OF A PARTNER IN SPECIFIC PARTNERSHIP
6 PROPERTY IS NOT SUBJECT TO DOWER, CURTESY OR ALLOWANCES TO
7 SURVIVING SPOUSES, HEIRS OR NEXT OF KIN.
8 § 8343. NATURE OF INTEREST OF PARTNER IN PARTNERSHIP.
9 THE INTEREST OF A PARTNER IN THE PARTNERSHIP IS HIS SHARE OF
10 THE PROFITS AND SURPLUS AND THAT INTEREST IS PERSONAL PROPERTY.
11 § 8344. ASSIGNMENT OF INTEREST OF PARTNER.
12 (A) GENERAL RULE.--A CONVEYANCE BY A PARTNER OF HIS INTEREST
13 IN THE PARTNERSHIP DOES NOT OF ITSELF DISSOLVE THE PARTNERSHIP
14 NOR, AS AGAINST THE OTHER PARTNERS IN THE ABSENCE OF AGREEMENT,
15 ENTITLE THE ASSIGNEE, DURING THE CONTINUANCE OF THE PARTNERSHIP,
16 TO INTERFERE IN THE MANAGEMENT OR ADMINISTRATION OF THE
17 PARTNERSHIP BUSINESS OR AFFAIRS, OR TO REQUIRE ANY INFORMATION
18 OR ACCOUNT OF PARTNERSHIP TRANSACTIONS, OR TO INSPECT THE
19 PARTNERSHIP BOOKS. IT MERELY ENTITLES THE ASSIGNEE TO RECEIVE,
20 IN ACCORDANCE WITH HIS CONTRACT, THE PROFITS TO WHICH THE
21 ASSIGNING PARTNER WOULD OTHERWISE BE ENTITLED.
22 (B) DISSOLUTION.--IN CASE OF A DISSOLUTION OF THE
23 PARTNERSHIP, THE ASSIGNEE IS ENTITLED TO RECEIVE THE INTEREST OF
24 HIS ASSIGNOR AND MAY REQUIRE AN ACCOUNT FROM THE DATE ONLY OF
25 THE LAST ACCOUNT AGREED TO BY ALL THE PARTNERS.
26 § 8345. INTEREST OF PARTNER SUBJECT TO CHARGING ORDER.
27 (A) GENERAL RULE.--ON DUE APPLICATION TO A COMPETENT COURT
28 BY ANY JUDGMENT CREDITOR OF A PARTNER, THE COURT WHICH ENTERED
29 THE JUDGMENT, ORDER OR DECREE, OR ANY OTHER COURT, MAY CHARGE
30 THE INTEREST OF THE DEBTOR PARTNER WITH PAYMENT OF THE
19870S1200B2515 - 509 -
1 UNSATISFIED AMOUNT OF THE JUDGMENT DEBT WITH INTEREST THEREON
2 AND MAY THEN OR LATER APPOINT A RECEIVER OF HIS SHARE OF THE
3 PROFITS, AND OF ANY OTHER MONEY DUE OR TO FALL DUE TO HIM IN
4 RESPECT OF THE PARTNERSHIP, AND MAKE ALL OTHER ORDERS,
5 DIRECTIONS, ACCOUNTS AND INQUIRIES WHICH THE DEBTOR PARTNER
6 MIGHT HAVE MADE OR WHICH THE CIRCUMSTANCES OF THE CASE MAY
7 REQUIRE.
8 (B) REDEMPTION.--THE INTEREST CHARGED MAY BE REDEEMED AT ANY
9 TIME BEFORE FORECLOSURE OR, IN CASE OF A SALE BEING DIRECTED BY
10 THE COURT, MAY BE PURCHASED WITHOUT THEREBY CAUSING A
11 DISSOLUTION:
12 (1) WITH SEPARATE PROPERTY, BY ANY ONE OR MORE OF THE
13 PARTNERS; OR
14 (2) WITH PARTNERSHIP PROPERTY, BY ANY ONE OR MORE OF THE
15 PARTNERS WITH THE CONSENT OF ALL THE PARTNERS WHOSE INTERESTS
16 ARE NOT SO CHARGED OR SOLD.
17 (C) EXEMPTIONS UNAFFECTED.--NOTHING IN THIS CHAPTER SHALL BE
18 HELD TO DEPRIVE A PARTNER OF HIS RIGHT, IF ANY, UNDER THE
19 EXEMPTION LAWS, AS REGARDS HIS INTEREST IN THE PARTNERSHIP.
20 SUBCHAPTER F
21 DISSOLUTION AND WINDING UP
22 SEC.
23 8351. "DISSOLUTION" DEFINED.
24 8352. PARTNERSHIP CONTINUED FOR WINDING UP AFFAIRS.
25 8353. CAUSES OF DISSOLUTION.
26 8354. DISSOLUTION BY DECREE OF COURT.
27 8355. EFFECT OF DISSOLUTION ON AUTHORITY OF PARTNER.
28 8356. RIGHT OF PARTNER TO CONTRIBUTION FROM COPARTNERS.
29 8357. POWER OF PARTNER TO BIND PARTNERSHIP TO THIRD PERSONS.
30 8358. EFFECT OF DISSOLUTION ON EXISTING LIABILITY OF PARTNER.
19870S1200B2515 - 510 -
1 8359. RIGHT TO WIND UP AFFAIRS.
2 8360. RIGHTS OF PARTNERS TO APPLICATION OF PARTNERSHIP
3 PROPERTY.
4 8361. RIGHTS AFTER DISSOLUTION FOR FRAUD OR MISREPRESENTATION.
5 8362. RULES FOR DISTRIBUTION.
6 8363. LIABILITY OF PERSONS CONTINUING THE BUSINESS.
7 8364. RIGHTS OF RETIRING PARTNER OR ESTATE OF DECEASED
8 PARTNER WHEN BUSINESS IS CONTINUED.
9 8365. ACCRUAL OF RIGHT TO ACCOUNT.
10 § 8351. "DISSOLUTION" DEFINED.
11 THE DISSOLUTION OF A PARTNERSHIP IS THE CHANGE IN THE
12 RELATION OF THE PARTNERS CAUSED BY ANY PARTNER CEASING TO BE
13 ASSOCIATED IN THE CARRYING ON, AS DISTINGUISHED FROM THE WINDING
14 UP, OF THE BUSINESS.
15 § 8352. PARTNERSHIP CONTINUED FOR WINDING UP AFFAIRS.
16 ON DISSOLUTION THE PARTNERSHIP IS NOT TERMINATED BUT
17 CONTINUES UNTIL THE WINDING UP OF PARTNERSHIP AFFAIRS IS
18 COMPLETED.
19 § 8353. CAUSES OF DISSOLUTION.
20 DISSOLUTION IS CAUSED:
21 (1) WITHOUT VIOLATION OF THE AGREEMENT BETWEEN THE
22 PARTNERS:
23 (I) BY THE TERMINATION OF THE DEFINITE TERM OR
24 PARTICULAR UNDERTAKING SPECIFIED IN THE AGREEMENT.
25 (II) BY THE EXPRESS WILL OF ANY PARTNER WHEN NO
26 DEFINITE TERM OR PARTICULAR UNDERTAKING IS SPECIFIED.
27 (III) BY THE EXPRESS WILL OF ALL THE PARTNERS WHO
28 HAVE NOT ASSIGNED THEIR INTERESTS OR SUFFERED THEM TO BE
29 CHARGED FOR THEIR SEPARATE DEBTS, EITHER BEFORE OR AFTER
30 THE TERMINATION OF ANY SPECIFIED TERM OR PARTICULAR
19870S1200B2515 - 511 -
1 UNDERTAKING.
2 (IV) BY THE EXPULSION OF ANY PARTNER FROM THE
3 BUSINESS BONA FIDE IN ACCORDANCE WITH SUCH A POWER
4 CONFERRED BY THE AGREEMENT BETWEEN THE PARTNERS.
5 (2) IN CONTRAVENTION OF THE AGREEMENT BETWEEN THE
6 PARTNERS, WHERE THE CIRCUMSTANCES DO NOT PERMIT A DISSOLUTION
7 UNDER ANY OTHER PROVISION OF THIS SECTION, BY THE EXPRESS
8 WILL OF ANY PARTNER AT ANY TIME.
9 (3) BY ANY EVENT WHICH MAKES IT UNLAWFUL FOR THE
10 BUSINESS OF THE PARTNERSHIP TO BE CARRIED ON OR FOR THE
11 MEMBERS TO CARRY IT ON IN PARTNERSHIP.
12 (4) BY THE DEATH OF ANY PARTNER.
13 (5) BY THE BANKRUPTCY OF ANY PARTNER OR THE PARTNERSHIP.
14 (6) BY DECREE OF COURT UNDER SECTION 8354 (RELATING TO
15 DISSOLUTION BY DECREE OF COURT).
16 § 8354. DISSOLUTION BY DECREE OF COURT.
17 (A) GENERAL RULE.--ON APPLICATION BY OR FOR A PARTNER, THE
18 COURT SHALL DECREE A DISSOLUTION WHENEVER:
19 (1) A PARTNER HAS BEEN DECLARED A LUNATIC IN ANY
20 JUDICIAL PROCEEDING OR IS SHOWN TO BE OF UNSOUND MIND.
21 (2) A PARTNER BECOMES IN ANY OTHER WAY INCAPABLE OF
22 PERFORMING HIS PART OF THE PARTNERSHIP CONTRACT.
23 (3) A PARTNER HAS BEEN GUILTY OF SUCH CONDUCT AS TENDS
24 TO AFFECT PREJUDICIALLY THE CARRYING ON OF THE BUSINESS.
25 (4) A PARTNER WILLFULLY OR PERSISTENTLY COMMITS A BREACH
26 OF THE PARTNERSHIP AGREEMENT OR OTHERWISE SO CONDUCTS HIMSELF
27 IN MATTERS RELATING TO THE PARTNERSHIP BUSINESS THAT IT IS
28 NOT REASONABLY PRACTICABLE TO CARRY ON THE BUSINESS IN
29 PARTNERSHIP WITH HIM.
30 (5) THE BUSINESS OF THE PARTNERSHIP CAN ONLY BE CARRIED
19870S1200B2515 - 512 -
1 ON AT A LOSS.
2 (6) OTHER CIRCUMSTANCES RENDER A DISSOLUTION EQUITABLE.
3 (B) RIGHT OF PURCHASER OF INTEREST.--ON THE APPLICATION OF
4 THE PURCHASER OF THE INTEREST OF A PARTNER UNDER SECTION 8344
5 (RELATING TO ASSIGNMENT OF INTEREST OF PARTNER) OR 8345
6 (RELATING TO INTEREST OF PARTNER SUBJECT TO CHARGING ORDER), THE
7 COURT SHALL DECREE A DISSOLUTION:
8 (1) AFTER THE TERMINATION OF THE SPECIFIED TERM OR
9 PARTICULAR UNDERTAKING.
10 (2) AT ANY TIME IF THE PARTNERSHIP WAS A PARTNERSHIP AT
11 WILL WHEN THE INTEREST WAS ASSIGNED OR WHEN THE CHARGING
12 ORDER WAS ISSUED.
13 § 8355. EFFECT OF DISSOLUTION ON AUTHORITY OF PARTNER.
14 EXCEPT SO FAR AS MAY BE NECESSARY TO WIND UP PARTNERSHIP
15 AFFAIRS OR TO COMPLETE TRANSACTIONS BEGUN BUT NOT THEN FINISHED,
16 DISSOLUTION TERMINATES ALL AUTHORITY OF ANY PARTNER TO ACT FOR
17 THE PARTNERSHIP:
18 (1) WITH RESPECT TO THE PARTNERS:
19 (I) WHEN THE DISSOLUTION IS NOT BY THE ACT,
20 BANKRUPTCY OR DEATH OF A PARTNER; OR
21 (II) WHEN THE DISSOLUTION IS BY THE ACT, BANKRUPTCY
22 OR DEATH OF A PARTNER, IN CASES WHERE SECTION 8356
23 (RELATING TO RIGHT OF PARTNER TO CONTRIBUTION FROM
24 COPARTNERS) SO REQUIRES.
25 (2) WITH RESPECT TO PERSONS NOT PARTNERS, AS DECLARED IN
26 SECTION 8357 (RELATING TO POWER OF PARTNER TO BIND
27 PARTNERSHIP TO THIRD PERSONS).
28 § 8356. RIGHT OF PARTNER TO CONTRIBUTION FROM COPARTNERS.
29 WHERE THE DISSOLUTION IS CAUSED BY THE ACT, DEATH OR
30 BANKRUPTCY OF A PARTNER, EACH PARTNER IS LIABLE TO HIS
19870S1200B2515 - 513 -
1 COPARTNERS FOR HIS SHARE OF ANY LIABILITY CREATED BY ANY PARTNER
2 ACTING FOR THE PARTNERSHIP AS IF THE PARTNERSHIP HAD NOT BEEN
3 DISSOLVED UNLESS:
4 (1) THE DISSOLUTION BEING BY ACT OF ANY PARTNER, THE
5 PARTNER ACTING FOR THE PARTNERSHIP HAD KNOWLEDGE OF THE
6 DISSOLUTION; OR
7 (2) THE DISSOLUTION BEING BY THE DEATH OR BANKRUPTCY OF
8 A PARTNER, THE PARTNER ACTING FOR THE PARTNERSHIP HAD
9 KNOWLEDGE OR NOTICE OF THE DEATH OR BANKRUPTCY.
10 § 8357. POWER OF PARTNER TO BIND PARTNERSHIP TO THIRD PERSONS.
11 (A) GENERAL RULE.--AFTER DISSOLUTION, A PARTNER CAN BIND THE
12 PARTNERSHIP, EXCEPT AS PROVIDED IN SUBSECTION (C):
13 (1) BY ANY ACT APPROPRIATE FOR WINDING UP PARTNERSHIP
14 AFFAIRS OR COMPLETING TRANSACTIONS UNFINISHED AT DISSOLUTION.
15 (2) BY ANY TRANSACTION WHICH WOULD BIND THE PARTNERSHIP
16 IF DISSOLUTION HAD NOT TAKEN PLACE IF THE OTHER PARTY TO THE
17 TRANSACTION:
18 (I) HAD EXTENDED CREDIT TO THE PARTNERSHIP PRIOR TO
19 DISSOLUTION AND HAD NO KNOWLEDGE OR NOTICE OF THE
20 DISSOLUTION; OR
21 (II) THOUGH HE HAD NOT SO EXTENDED CREDIT, HAD
22 NEVERTHELESS KNOWN OF THE PARTNERSHIP PRIOR TO
23 DISSOLUTION, AND HAVING NO KNOWLEDGE OR NOTICE OF
24 DISSOLUTION, AND THE FACT OF DISSOLUTION HAD NOT BEEN
25 ADVERTISED IN A NEWSPAPER OF GENERAL CIRCULATION IN THE
26 PLACE (OR IN EACH PLACE, IF MORE THAN ONE) AT WHICH THE
27 PARTNERSHIP BUSINESS WAS REGULARLY CARRIED ON, AND IN THE
28 LEGAL PERIODICAL, IF ANY, DESIGNATED BY RULE OF COURT IN
29 SUCH PLACE OR PLACES FOR THE PUBLICATION OF LEGAL
30 NOTICES.
19870S1200B2515 - 514 -
1 (B) USE OF PARTNERSHIP ASSETS.--THE LIABILITY OF A PARTNER
2 UNDER SUBSECTION (A)(2) SHALL BE SATISFIED OUT OF PARTNERSHIP
3 ASSETS ALONE WHEN THE PARTNER HAD BEEN, PRIOR TO DISSOLUTION:
4 (1) UNKNOWN AS A PARTNER TO THE PERSONS WITH WHOM THE
5 CONTRACT IS MADE; AND
6 (2) SO FAR UNKNOWN AND INACTIVE IN PARTNERSHIP AFFAIRS
7 THAT THE BUSINESS REPUTATION OF THE PARTNERSHIP COULD NOT BE
8 SAID TO HAVE BEEN IN ANY DEGREE DUE TO HIS CONNECTION WITH
9 IT.
10 (C) RESTRICTIONS ON POSTDISSOLUTION AUTHORITY OF PARTNER.--
11 THE PARTNERSHIP IS IN NO CASE BOUND BY ANY ACT OF A PARTNER
12 AFTER DISSOLUTION:
13 (1) WHERE THE PARTNERSHIP IS DISSOLVED BECAUSE IT IS
14 UNLAWFUL TO CARRY ON THE BUSINESS UNLESS THE ACT IS
15 APPROPRIATE FOR WINDING UP PARTNERSHIP AFFAIRS;
16 (2) WHERE THE PARTNER HAS BECOME BANKRUPT; OR
17 (3) WHERE THE PARTNER HAS NO AUTHORITY TO WIND UP
18 PARTNERSHIP AFFAIRS EXCEPT BY A TRANSACTION WITH ONE WHO:
19 (I) HAD EXTENDED CREDIT TO THE PARTNERSHIP PRIOR TO
20 DISSOLUTION, AND HAD NO KNOWLEDGE OR NOTICE OF HIS WANT
21 OF AUTHORITY; OR
22 (II) HAD NOT EXTENDED CREDIT TO THE PARTNERSHIP
23 PRIOR TO DISSOLUTION, AND, HAVING NO KNOWLEDGE OR NOTICE
24 OF HIS WANT OF AUTHORITY, AND THE FACT OF HIS WANT OF
25 AUTHORITY HAS NOT BEEN ADVERTISED IN THE MANNER PROVIDED
26 FOR ADVERTISING THE FACT OF DISSOLUTION IN SUBSECTION
27 (A)(2)(II).
28 (D) PARTNER BY ESTOPPEL.--NOTHING IN THIS SECTION SHALL
29 AFFECT THE LIABILITY UNDER SECTION 8328 (RELATING TO PARTNER BY
30 ESTOPPEL) OF ANY PERSON WHO, AFTER DISSOLUTION, REPRESENTS
19870S1200B2515 - 515 -
1 HIMSELF, OR CONSENTS TO ANOTHER REPRESENTING HIM, AS A PARTNER
2 IN A PARTNERSHIP ENGAGED IN CARRYING ON BUSINESS.
3 § 8358. EFFECT OF DISSOLUTION ON EXISTING LIABILITY OF PARTNER.
4 (A) GENERAL RULE.--THE DISSOLUTION OF THE PARTNERSHIP DOES
5 NOT OF ITSELF DISCHARGE THE EXISTING LIABILITY OF ANY PARTNER.
6 (B) AGREEMENT.--A PARTNER IS DISCHARGED FROM ANY EXISTING
7 LIABILITY UPON DISSOLUTION OF THE PARTNERSHIP BY AN AGREEMENT TO
8 THAT EFFECT BETWEEN HIMSELF, THE PARTNERSHIP CREDITOR AND THE
9 PERSON OR PARTNERSHIP CONTINUING THE BUSINESS. THE AGREEMENT MAY
10 BE INFERRED FROM THE COURSE OF DEALING BETWEEN THE CREDITOR
11 HAVING KNOWLEDGE OF THE DISSOLUTION AND THE PERSON OR
12 PARTNERSHIP CONTINUING THE BUSINESS.
13 (C) ASSUMPTION OF OBLIGATION.--WHERE A PERSON AGREES TO
14 ASSUME THE EXISTING OBLIGATIONS OF A DISSOLVED PARTNERSHIP, THE
15 PARTNERS WHOSE OBLIGATIONS HAVE BEEN ASSUMED SHALL BE DISCHARGED
16 FROM ANY LIABILITY TO ANY CREDITOR OF THE PARTNERSHIP WHO,
17 KNOWING OF THE AGREEMENT, CONSENTS TO A MATERIAL ALTERATION IN
18 THE NATURE OR TIME OF PAYMENT OF THE OBLIGATIONS.
19 (D) INDIVIDUAL PROPERTY.--THE INDIVIDUAL PROPERTY OF A
20 DECEASED PARTNER SHALL BE LIABLE FOR ALL OBLIGATIONS OF THE
21 PARTNERSHIP INCURRED WHILE HE WAS A PARTNER BUT SUBJECT TO THE
22 PRIOR PAYMENT OF HIS SEPARATE DEBTS.
23 § 8359. RIGHT TO WIND UP AFFAIRS.
24 UNLESS OTHERWISE AGREED, THE PARTNERS WHO HAVE NOT WRONGFULLY
25 DISSOLVED THE PARTNERSHIP, OR THE LEGAL REPRESENTATIVE OF THE
26 LAST SURVIVING PARTNER, NOT BANKRUPT, HAS THE RIGHT TO WIND UP
27 THE PARTNERSHIP AFFAIRS EXCEPT THAT ANY PARTNER, HIS LEGAL
28 REPRESENTATIVE OR HIS ASSIGNEE, UPON CAUSE SHOWN, MAY OBTAIN
29 WINDING UP BY THE COURT.
30 § 8360. RIGHTS OF PARTNERS TO APPLICATION OF PARTNERSHIP
19870S1200B2515 - 516 -
1 PROPERTY.
2 (A) GENERAL RULE.--WHEN DISSOLUTION IS CAUSED IN ANY WAY,
3 EXCEPT IN CONTRAVENTION OF THE PARTNERSHIP AGREEMENT, EACH
4 PARTNER, AS AGAINST HIS COPARTNERS AND ALL PERSONS CLAIMING
5 THROUGH THEM IN RESPECT OF THEIR INTERESTS IN THE PARTNERSHIP,
6 UNLESS OTHERWISE AGREED, MAY HAVE THE PARTNERSHIP PROPERTY
7 APPLIED TO DISCHARGE ITS LIABILITIES AND THE SURPLUS APPLIED TO
8 PAY IN CASH THE NET AMOUNT OWING TO THE RESPECTIVE PARTNERS. BUT
9 IF DISSOLUTION IS CAUSED BY EXPULSION OF A PARTNER, BONA FIDE
10 UNDER THE PARTNERSHIP AGREEMENT, AND IF THE EXPELLED PARTNER IS
11 DISCHARGED FROM ALL PARTNERSHIP LIABILITIES, EITHER BY PAYMENT
12 OR AGREEMENT UNDER SECTION 8358(B) (RELATING TO EFFECT OF
13 DISSOLUTION ON EXISTING LIABILITY OF PARTNER), HE SHALL RECEIVE
14 IN CASH ONLY THE NET AMOUNT DUE HIM FROM THE PARTNERSHIP.
15 (B) DISSOLUTION IN CONTRAVENTION OF AGREEMENT.--WHEN
16 DISSOLUTION IS CAUSED IN CONTRAVENTION OF THE PARTNERSHIP
17 AGREEMENT, THE RIGHTS OF THE PARTNERS SHALL BE AS FOLLOWS:
18 (1) EACH PARTNER WHO HAS NOT CAUSED DISSOLUTION
19 WRONGFULLY SHALL HAVE:
20 (I) ALL THE RIGHTS SPECIFIED IN SUBSECTION (A).
21 (II) THE RIGHT, AS AGAINST EACH PARTNER WHO HAS
22 CAUSED THE DISSOLUTION WRONGFULLY, TO DAMAGES FOR BREACH
23 OF THE AGREEMENT.
24 (2) THE PARTNERS WHO HAVE NOT CAUSED THE DISSOLUTION
25 WRONGFULLY, IF THEY ALL DESIRE TO CONTINUE THE BUSINESS IN
26 THE SAME NAME, EITHER BY THEMSELVES OR JOINTLY WITH OTHERS,
27 MAY DO SO, DURING THE AGREED TERM FOR THE PARTNERSHIP, AND
28 FOR THAT PURPOSE MAY POSSESS THE PARTNERSHIP PROPERTY, IF
29 THEY SECURE THE PAYMENT BY BOND APPROVED BY THE COURT, OR PAY
30 TO ANY PARTNER WHO HAS CAUSED THE DISSOLUTION WRONGFULLY, THE
19870S1200B2515 - 517 -
1 VALUE OF HIS INTEREST IN THE PARTNERSHIP AT THE DISSOLUTION,
2 LESS ANY DAMAGES RECOVERABLE UNDER PARAGRAPH (1)(II), AND IN
3 LIKE MANNER INDEMNIFY HIM AGAINST ALL PRESENT OR FUTURE
4 PARTNERSHIP LIABILITIES.
5 (3) A PARTNER WHO HAS CAUSED THE DISSOLUTION WRONGFULLY
6 SHALL HAVE:
7 (I) IF THE BUSINESS IS NOT CONTINUED UNDER THE
8 PROVISIONS OF PARAGRAPH (2), ALL THE RIGHTS OF A PARTNER
9 UNDER SUBSECTION (A) SUBJECT TO PARAGRAPH (1)(II).
10 (II) IF THE BUSINESS IS CONTINUED UNDER PARAGRAPH
11 (2), THE RIGHT, AS AGAINST HIS COPARTNERS AND ALL
12 CLAIMING THROUGH THEM IN RESPECT OF THEIR INTERESTS IN
13 THE PARTNERSHIP, TO HAVE THE VALUE OF HIS INTEREST IN THE
14 PARTNERSHIP, LESS ANY DAMAGES CAUSED TO HIS COPARTNERS BY
15 THE DISSOLUTION, ASCERTAINED AND PAID TO HIM IN CASH, OR
16 THE PAYMENT SECURED BY BOND APPROVED BY THE COURT, AND TO
17 BE RELEASED FROM ALL EXISTING LIABILITIES OF THE
18 PARTNERSHIP BUT, IN ASCERTAINING THE VALUE OF THE
19 INTEREST OF THE PARTNER, THE VALUE OF THE GOODWILL OF THE
20 BUSINESS SHALL NOT BE CONSIDERED.
21 § 8361. RIGHTS AFTER DISSOLUTION FOR FRAUD OR
22 MISREPRESENTATION.
23 WHERE A PARTNERSHIP CONTRACT IS RESCINDED ON THE GROUND OF
24 THE FRAUD OR MISREPRESENTATION OF ONE OF THE PARTIES THERETO,
25 THE PARTY ENTITLED TO RESCIND IS, WITHOUT PREJUDICE TO ANY OTHER
26 RIGHT, ENTITLED:
27 (1) TO A LIEN ON, OR RIGHT OF RETENTION OF, THE SURPLUS
28 OF THE PARTNERSHIP PROPERTY, AFTER SATISFYING THE PARTNERSHIP
29 LIABILITIES TO THIRD PERSONS, FOR ANY SUM OF MONEY PAID BY
30 HIM FOR THE PURCHASE OF AN INTEREST IN THE PARTNERSHIP AND
19870S1200B2515 - 518 -
1 FOR ANY CAPITAL OR ADVANCES CONTRIBUTED BY HIM.
2 (2) TO STAND, AFTER ALL LIABILITIES TO THIRD PERSONS
3 HAVE BEEN SATISFIED, IN THE PLACE OF THE CREDITORS OF THE
4 PARTNERSHIP FOR ANY PAYMENTS MADE BY HIM IN RESPECT OF THE
5 PARTNERSHIP LIABILITIES.
6 (3) TO BE INDEMNIFIED BY THE PERSON GUILTY OF THE FRAUD
7 OR MAKING THE REPRESENTATION AGAINST ALL DEBTS AND
8 LIABILITIES OF THE PARTNERSHIP.
9 § 8362. RULES FOR DISTRIBUTION.
10 IN SETTLING ACCOUNTS BETWEEN THE PARTNERS AFTER DISSOLUTION,
11 THE FOLLOWING RULES SHALL BE OBSERVED, SUBJECT TO ANY AGREEMENT
12 TO THE CONTRARY:
13 (1) THE ASSETS OF THE PARTNERSHIP ARE:
14 (I) THE PARTNERSHIP PROPERTY.
15 (II) THE CONTRIBUTIONS OF THE PARTNERS NECESSARY FOR
16 THE PAYMENT OF ALL THE LIABILITIES SPECIFIED IN PARAGRAPH
17 (2).
18 (2) THE LIABILITIES OF THE PARTNERSHIP SHALL RANK, IN
19 ORDER OF PAYMENT, AS FOLLOWS:
20 (I) THOSE OWING TO CREDITORS OTHER THAN PARTNERS.
21 (II) THOSE OWING TO PARTNERS OTHER THAN FOR CAPITAL
22 AND PROFITS.
23 (III) THOSE OWING TO PARTNERS IN RESPECT OF CAPITAL.
24 (IV) THOSE OWING TO PARTNERS IN RESPECT OF PROFITS.
25 (3) THE ASSETS SHALL BE APPLIED, IN ORDER OF THEIR
26 DECLARATION IN PARAGRAPH (1), TO THE SATISFACTION OF THE
27 LIABILITIES.
28 (4) THE PARTNERS SHALL CONTRIBUTE, AS PROVIDED BY
29 SECTION 8331(1) (RELATING TO RULES DETERMINING RIGHTS AND
30 DUTIES OF PARTNERS), THE AMOUNT NECESSARY TO SATISFY THE
19870S1200B2515 - 519 -
1 LIABILITIES BUT IF ANY, BUT NOT ALL, OF THE PARTNERS ARE
2 INSOLVENT OR, NOT BEING SUBJECT TO PROCESS, REFUSE TO
3 CONTRIBUTE, THE OTHER PARTNERS SHALL CONTRIBUTE THEIR SHARE
4 OF THE LIABILITIES AND, IN THE RELATIVE PROPORTIONS IN WHICH
5 THEY SHARE THE PROFITS, THE ADDITIONAL AMOUNT NECESSARY TO
6 PAY THE LIABILITIES.
7 (5) AN ASSIGNEE FOR THE BENEFIT OF CREDITORS, OR ANY
8 PERSON APPOINTED BY THE COURT, SHALL HAVE THE RIGHT TO
9 ENFORCE THE CONTRIBUTIONS SPECIFIED IN PARAGRAPH (4).
10 (6) ANY PARTNER OR HIS LEGAL REPRESENTATIVE SHALL HAVE
11 THE RIGHT TO ENFORCE THE CONTRIBUTIONS SPECIFIED IN PARAGRAPH
12 (4) TO THE EXTENT OF THE AMOUNT WHICH HE HAS PAID IN EXCESS
13 OF HIS SHARE OF THE LIABILITY.
14 (7) THE INDIVIDUAL PROPERTY OF A DECEASED PARTNER SHALL
15 BE LIABLE FOR THE CONTRIBUTIONS SPECIFIED IN PARAGRAPH (4).
16 (8) WHEN PARTNERSHIP PROPERTY AND THE INDIVIDUAL
17 PROPERTIES OF THE PARTNERS ARE IN THE POSSESSION OF A COURT
18 FOR DISTRIBUTION, PARTNERSHIP CREDITORS SHALL HAVE PRIORITY
19 ON PARTNERSHIP PROPERTY, AND SEPARATE CREDITORS ON INDIVIDUAL
20 PROPERTY, SAVING THE RIGHTS OF LIEN OR SECURED CREDITORS AS
21 HERETOFORE.
22 (9) WHERE A PARTNER HAS BECOME BANKRUPT OR HIS ESTATE IS
23 INSOLVENT, THE CLAIMS AGAINST HIS SEPARATE PROPERTY SHALL
24 RANK IN THE FOLLOWING ORDER:
25 (I) THOSE OWING TO SEPARATE CREDITORS.
26 (II) THOSE OWING TO PARTNERSHIP CREDITORS.
27 (III) THOSE OWING TO PARTNERS BY WAY OF
28 CONTRIBUTION.
29 § 8363. LIABILITY OF PERSONS CONTINUING THE BUSINESS.
30 (A) ADMISSION OR RETIREMENT OF A PARTNER.--WHEN ANY NEW
19870S1200B2515 - 520 -
1 PARTNER IS ADMITTED INTO AN EXISTING PARTNERSHIP OR WHEN ANY
2 PARTNER RETIRES AND ASSIGNS (OR THE REPRESENTATIVE OF THE
3 DECEASED PARTNER ASSIGNS) HIS RIGHTS IN PARTNERSHIP PROPERTY TO
4 TWO OR MORE OF THE PARTNERS, OR TO ONE OR MORE OF THE PARTNERS
5 AND ONE OR MORE THIRD PERSONS, IF THE BUSINESS IS CONTINUED
6 WITHOUT LIQUIDATION OF THE PARTNERSHIP AFFAIRS, CREDITORS OF THE
7 FIRST OR DISSOLVED PARTNERSHIP ARE ALSO CREDITORS OF THE
8 PARTNERSHIP SO CONTINUING THE BUSINESS.
9 (B) RETIREMENT OF ALL BUT ONE PARTNER.--WHEN ALL BUT ONE
10 PARTNER RETIRE AND ASSIGN (OR THE REPRESENTATIVE OF A DECEASED
11 PARTNER ASSIGNS) THEIR RIGHTS IN PARTNERSHIP PROPERTY TO THE
12 REMAINING PARTNER WHO CONTINUES THE BUSINESS WITHOUT LIQUIDATION
13 OF PARTNERSHIP AFFAIRS, EITHER ALONE OR WITH OTHERS, CREDITORS
14 OF THE DISSOLVED PARTNERSHIP ARE ALSO CREDITORS OF THE PERSON OR
15 PARTNERSHIP SO CONTINUING THE BUSINESS.
16 (C) RETIREMENT OR DEATH WITHOUT ASSIGNMENT OF RIGHTS.--WHEN
17 ANY PARTNER RETIRES OR DIES AND THE BUSINESS OF THE DISSOLVED
18 PARTNERSHIP IS CONTINUED AS SET FORTH IN SUBSECTIONS (A) AND (B)
19 WITH THE CONSENT OF THE RETIRED PARTNERS OR THE REPRESENTATIVE
20 OF THE DECEASED PARTNER, BUT WITHOUT ANY ASSIGNMENT OF HIS RIGHT
21 IN PARTNERSHIP PROPERTY, RIGHTS OF CREDITORS OF THE DISSOLVED
22 PARTNERSHIP AND OF THE CREDITORS OF THE PERSON OR PARTNERSHIP
23 CONTINUING THE BUSINESS SHALL BE AS IF THE ASSIGNMENT HAD BEEN
24 MADE.
25 (D) ASSIGNMENT OF RIGHTS OF ALL PARTNERS.--WHEN ALL THE
26 PARTNERS OR THEIR REPRESENTATIVES ASSIGN THEIR RIGHTS IN
27 PARTNERSHIP PROPERTY TO ONE OR MORE THIRD PERSONS WHO PROMISE TO
28 PAY THE DEBTS AND WHO CONTINUE THE BUSINESS OF THE DISSOLVED
29 PARTNERSHIP, CREDITORS OF THE DISSOLVED PARTNERSHIP ARE ALSO
30 CREDITORS OF THE PERSON OR PARTNERSHIP CONTINUING THE BUSINESS.
19870S1200B2515 - 521 -
1 (E) WRONGFUL DISSOLUTION BY PARTNER.--WHEN ANY PARTNER
2 WRONGFULLY CAUSES A DISSOLUTION AND THE REMAINING PARTNERS
3 CONTINUE THE BUSINESS UNDER THE PROVISIONS OF SECTION 8360(B)(2)
4 (RELATING TO DISSOLUTION IN CONTRAVENTION OF AGREEMENT), EITHER
5 ALONE OR WITH OTHERS AND WITHOUT LIQUIDATION OF THE PARTNERSHIP
6 AFFAIRS, CREDITORS OF THE DISSOLVED PARTNERSHIP ARE ALSO
7 CREDITORS OF THE PERSON OR PARTNERSHIP CONTINUING THE BUSINESS.
8 (F) EXPULSION OF PARTNER.--WHEN A PARTNER IS EXPELLED AND
9 THE REMAINING PARTNERS CONTINUE THE BUSINESS, EITHER ALONE OR
10 WITH OTHERS AND WITHOUT LIQUIDATION OF THE PARTNERSHIP AFFAIRS,
11 CREDITORS OF THE DISSOLVED PARTNERSHIP ARE ALSO CREDITORS OF THE
12 PERSON OR PARTNERSHIP CONTINUING THE BUSINESS.
13 (G) LIMITATION ON LIABILITY OF NEW PARTNER.--THE LIABILITY
14 OF A THIRD PERSON BECOMING A PARTNER IN THE PARTNERSHIP
15 CONTINUING THE BUSINESS UNDER THIS SECTION TO THE CREDITORS OF
16 THE DISSOLVED PARTNERSHIP SHALL BE SATISFIED OUT OF PARTNERSHIP
17 PROPERTY ONLY.
18 (H) PRIORITY OF CLAIMS OF CREDITORS.--WHEN THE BUSINESS OF A
19 PARTNERSHIP AFTER DISSOLUTION IS CONTINUED UNDER ANY CONDITIONS
20 SET FORTH IN THIS SECTION, THE CREDITORS OF THE DISSOLVED
21 PARTNERSHIP, AS AGAINST THE SEPARATE CREDITORS OF THE RETIRING
22 OR DECEASED PARTNER OR THE REPRESENTATIVE OF THE DECEASED
23 PARTNER, HAVE A PRIOR RIGHT TO ANY CLAIM OF THE RETIRED PARTNER
24 OR THE REPRESENTATIVE OF THE DECEASED PARTNER AGAINST THE PERSON
25 OR PARTNERSHIP CONTINUING THE BUSINESS ON ACCOUNT OF THE
26 INTEREST OF THE RETIRED OR DECEASED PARTNER IN THE DISSOLVED
27 PARTNERSHIP OR ON ACCOUNT OF ANY CONSIDERATION PROMISED FOR THAT
28 INTEREST OR FOR HIS RIGHT IN PARTNERSHIP PROPERTY.
29 (I) SETTING ASIDE ASSIGNMENT FOR FRAUD.--NOTHING IN THIS
30 SECTION SHALL BE HELD TO MODIFY ANY RIGHT OF CREDITORS TO SET
19870S1200B2515 - 522 -
1 ASIDE ANY ASSIGNMENT ON THE GROUND OF FRAUD.
2 (J) EFFECT OF USE OF NAME OF DECEASED PARTNER.--THE USE BY
3 THE PERSON OR PARTNERSHIP CONTINUING THE BUSINESS OF THE
4 PARTNERSHIP NAME, OR THE NAME OF A DECEASED PARTNER AS PART
5 THEREOF, SHALL NOT OF ITSELF MAKE THE INDIVIDUAL PROPERTY OF THE
6 DECEASED PARTNER LIABLE FOR ANY DEBTS CONTRACTED BY THAT PERSON
7 OR PARTNERSHIP.
8 § 8364. RIGHTS OF RETIRING PARTNER OR ESTATE OF DECEASED
9 PARTNER WHEN BUSINESS IS CONTINUED.
10 WHEN ANY PARTNER RETIRES OR DIES AND THE BUSINESS IS
11 CONTINUED UNDER ANY OF THE CONDITIONS SET FORTH IN SECTION
12 8360(B)(2) (RELATING TO DISSOLUTION IN CONTRAVENTION OF
13 AGREEMENT) OR 8363(A), (B), (C), (E) AND (F) (RELATING TO
14 LIABILITY OF PERSONS CONTINUING THE BUSINESS) WITHOUT ANY
15 SETTLEMENT OF ACCOUNTS AS BETWEEN HIM OR HIS ESTATE AND THE
16 PERSON OR PARTNERSHIP CONTINUING THE BUSINESS, UNLESS OTHERWISE
17 AGREED, HE OR HIS LEGAL REPRESENTATIVE AS AGAINST SUCH PERSONS
18 OR PARTNERSHIP MAY HAVE THE VALUE OF HIS INTEREST AT THE DATE OF
19 DISSOLUTION ASCERTAINED AND SHALL RECEIVE AS AN ORDINARY
20 CREDITOR AN AMOUNT EQUAL TO THE VALUE OF HIS INTEREST IN THE
21 DISSOLVED PARTNERSHIP WITH INTEREST OR, AT HIS OPTION OR AT THE
22 OPTION OF HIS LEGAL REPRESENTATIVE, IN LIEU OF INTEREST, THE
23 PROFITS ATTRIBUTABLE TO THE USE OF HIS RIGHT IN THE PROPERTY OF
24 THE DISSOLVED PARTNERSHIP EXCEPT THAT THE CREDITORS OF THE
25 DISSOLVED PARTNERSHIP, AS AGAINST THE SEPARATE CREDITORS OR THE
26 REPRESENTATIVE OF THE RETIRED OR DECEASED PARTNER, SHALL HAVE
27 PRIORITY ON ANY CLAIM ARISING UNDER THIS SECTION AS PROVIDED BY
28 SECTION 8363(H).
29 § 8365. ACCRUAL OF RIGHT TO ACCOUNT.
30 THE RIGHT TO AN ACCOUNT OF HIS INTEREST SHALL ACCRUE TO ANY
19870S1200B2515 - 523 -
1 PARTNER, OR HIS LEGAL REPRESENTATIVE, AS AGAINST THE WINDING UP
2 PARTNERS OR THE SURVIVING PARTNERS OR THE PERSON OR PARTNERSHIP
3 CONTINUING THE BUSINESS AT THE DATE OF DISSOLUTION IN THE
4 ABSENCE OF ANY AGREEMENT TO THE CONTRARY.
5 CHAPTER 85
6 LIMITED PARTNERSHIPS
7 SUBCHAPTER
8 A. PRELIMINARY PROVISIONS
9 B. FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP
10 C. LIMITED PARTNERS
11 D. GENERAL PARTNERS
12 E. FINANCE
13 F. MERGER AND CONSOLIDATION
14 G. DISTRIBUTIONS AND WITHDRAWAL
15 H. ASSIGNMENT OF PARTNERSHIP INTERESTS
16 I. DISSOLUTION
17 J. FOREIGN LIMITED PARTNERSHIPS
18 K. DERIVATIVE ACTIONS
19 SUBCHAPTER A
20 PRELIMINARY PROVISIONS
21 SEC.
22 8501. SHORT TITLE OF CHAPTER.
23 8502. APPLICABILITY OF CHAPTER TO EXISTING LIMITED
24 PARTNERSHIPS.
25 8503. DEFINITIONS.
26 8504. RULES FOR CASES NOT PROVIDED FOR IN THIS CHAPTER.
27 8505. NAME.
28 8506. REGISTERED OFFICE.
29 8507. RECORDS TO BE KEPT.
30 8508. BUSINESS THAT MAY BE CARRIED ON.
19870S1200B2515 - 524 -
1 8509. BUSINESS TRANSACTIONS OF PARTNER WITH LIMITED
2 PARTNERSHIP.
3 8510. INDEMNIFICATION.
4 § 8501. SHORT TITLE OF CHAPTER.
5 THIS CHAPTER SHALL BE KNOWN AND MAY BE CITED AS THE
6 PENNSYLVANIA REVISED UNIFORM LIMITED PARTNERSHIP ACT.
7 § 8502. APPLICABILITY OF CHAPTER TO EXISTING LIMITED
8 PARTNERSHIPS.
9 (A) GENERAL RULE.--LIMITED PARTNERSHIPS FORMED UNDER THE
10 FORMER PROVISIONS OF THE FOLLOWING STATUTES SHALL BE GOVERNED BY
11 THIS CHAPTER:
12 (1) ACT OF MARCH 21, 1836 (P.L.143, NO.51), RELATING TO
13 LIMITED PARTNERSHIPS.
14 (2) ACT OF APRIL 12, 1917 (P.L.55, NO.37), KNOWN AS THE
15 UNIFORM LIMITED PARTNERSHIP ACT.
16 (3) FORMER 59 PA.C.S. CH. 5 (RELATING TO LIMITED
17 PARTNERSHIPS) AS ADDED BY THE ACT OF DECEMBER 19, 1975
18 (P.L.524, NO.155).
19 (B) TRANSITIONAL PROVISION.--ALL PROVISIONS OF THIS CHAPTER
20 SHALL BE APPLICABLE TO A LIMITED PARTNERSHIP FORMED UNDER PRIOR
21 LAW EXCEPT THAT THE FOLLOWING PROVISIONS SHALL BE APPLICABLE TO
22 THE PARTNERSHIP ONLY AS FOLLOWS:
23 (1) SECTIONS 8541 (RELATING TO FORM OF CONTRIBUTIONS <--
24 CONTRIBUTION), 8542 (RELATING TO LIABILITY FOR CONTRIBUTIONS) <--
25 AND 8558 (RELATING TO LIABILITY UPON RETURN OF CONTRIBUTION)
26 APPLY ONLY TO CONTRIBUTIONS AND DISTRIBUTIONS MADE AFTER THE
27 LIMITED PARTNERSHIP BECOMES SUBJECT TO THIS CHAPTER.
28 (2) SECTION 8564 (RELATING TO RIGHT OF ASSIGNEE TO
29 BECOME LIMITED PARTNER) APPLIES ONLY TO ASSIGNMENTS MADE
30 AFTER THE LIMITED PARTNERSHIP BECOMES SUBJECT TO THIS
19870S1200B2515 - 525 -
1 CHAPTER.
2 § 8503. DEFINITIONS.
3 THE FOLLOWING WORDS AND PHRASES WHEN USED IN THIS CHAPTER
4 SHALL HAVE THE MEANINGS GIVEN TO THEM IN THIS SECTION UNLESS THE
5 CONTEXT CLEARLY INDICATES OTHERWISE:
6 "CERTIFICATE OF LIMITED PARTNERSHIP." THE CERTIFICATE
7 REFERRED TO IN SECTION 8511 (RELATING TO CERTIFICATE OF LIMITED
8 PARTNERSHIP) AND THE CERTIFICATE AS AMENDED. THE TERM INCLUDES
9 ANY OTHER STATEMENTS OR CERTIFICATES PERMITTED OR REQUIRED TO BE
10 FILED IN THE DEPARTMENT OF STATE BY SECTIONS 108 (RELATING TO
11 CHANGE IN LOCATION OR STATUS OF REGISTERED OFFICE PROVIDED BY
12 AGENT) AND 138 (RELATING TO STATEMENT OF CORRECTION) OR THIS
13 CHAPTER. IF AN AMENDMENT OF THE CERTIFICATE OF LIMITED
14 PARTNERSHIP OR A CERTIFICATE OF MERGER MADE IN THE MANNER <--
15 PERMITTED BY THIS CHAPTER RESTATES THE CERTIFICATE IN ITS
16 ENTIRETY OR IF THERE IS A CERTIFICATE OF CONSOLIDATION, <--
17 THENCEFORTH THE "CERTIFICATE OF LIMITED PARTNERSHIP" SHALL NOT
18 INCLUDE ANY PRIOR DOCUMENTS AND ANY CERTIFICATE ISSUED BY THE
19 DEPARTMENT WITH RESPECT THERETO SHALL SO STATE.
20 "CONTRIBUTION." ANY CASH, TANGIBLE OR INTANGIBLE PROPERTY,
21 SERVICES RENDERED OR A PROMISSORY NOTE OR OTHER BINDING
22 OBLIGATION TO CONTRIBUTE CASH OR TANGIBLE OR INTANGIBLE PROPERTY
23 OR TO PERFORM SERVICES THAT A PARTNER CONTRIBUTES TO A LIMITED
24 PARTNERSHIP IN HIS CAPACITY AS A PARTNER.
25 "COURT." SUBJECT TO ANY INCONSISTENT GENERAL RULE PRESCRIBED
26 BY THE SUPREME COURT OF PENNSYLVANIA:
27 (1) THE COURT OF COMMON PLEAS OF THE JUDICIAL DISTRICT
28 EMBRACING THE COUNTY WHERE THE REGISTERED OFFICE OF THE
29 LIMITED PARTNERSHIP IS OR IS TO BE LOCATED; OR
30 (2) WHERE A LIMITED PARTNERSHIP WITHDRAWS AS A FOREIGN
19870S1200B2515 - 526 -
1 LIMITED PARTNERSHIP, THE COURT OF COMMON PLEAS IN WHICH VENUE
2 WOULD HAVE BEEN LAID IMMEDIATELY PRIOR TO THE WITHDRAWAL.
3 "DEPARTMENT." THE DEPARTMENT OF STATE OF THE COMMONWEALTH.
4 "DISTRIBUTION." ANY CASH OR TANGIBLE OR INTANGIBLE PROPERTY
5 THAT A LIMITED PARTNERSHIP DISTRIBUTES TO A PARTNER IN THAT <--
6 PERSON'S CAPACITY THE CAPACITY OF THAT PERSON AS A PARTNER. <--
7 "ENTITLED TO VOTE." THOSE PERSONS ENTITLED AT THE TIME TO <--
8 VOTE ON THE MATTER UNDER THE CERTIFICATE OF LIMITED PARTNERSHIP
9 OR PARTNERSHIP AGREEMENT OF THE LIMITED PARTNERSHIP OR ANY
10 APPLICABLE CONTROLLING PROVISION OF LAW.
11 "EVENT OF WITHDRAWAL OF A GENERAL PARTNER." AN EVENT THAT
12 CAUSES A PERSON TO CEASE TO BE A GENERAL PARTNER AS PROVIDED IN
13 SECTION 8532 (RELATING TO EVENTS OF WITHDRAWAL).
14 "EXCEPT AS OTHERWISE PROVIDED." WHEN USED TO INTRODUCE OR
15 MODIFY A RULE, IMPLIES THAT THE ALTERNATIVE PROVISIONS
16 CONTEMPLATED MAY EITHER RELAX OR RESTRICT THE STATED RULE.
17 "FOREIGN LIMITED PARTNERSHIP." A PARTNERSHIP FORMED UNDER
18 THE LAWS OF ANY JURISDICTION OTHER THAN THIS COMMONWEALTH AND
19 HAVING AS PARTNERS ONE OR MORE GENERAL PARTNERS AND ONE OR MORE
20 LIMITED PARTNERS, WHETHER OR NOT REQUIRED TO REGISTER UNDER
21 SUBCHAPTER J (RELATING TO FOREIGN LIMITED PARTNERSHIPS).
22 "GENERAL PARTNER." A PERSON WHO HAS BEEN ADMITTED TO A
23 LIMITED PARTNERSHIP AS A GENERAL PARTNER IN ACCORDANCE WITH THE
24 PARTNERSHIP AGREEMENT AND NAMED IN THE CERTIFICATE OF LIMITED
25 PARTNERSHIP AS A GENERAL PARTNER.
26 "LIMITED PARTNER." A PERSON WHO HAS BEEN ADMITTED TO A
27 LIMITED PARTNERSHIP AS A LIMITED PARTNER IN ACCORDANCE WITH THE
28 PARTNERSHIP AGREEMENT.
29 "LIMITED PARTNERSHIP" AND "DOMESTIC LIMITED PARTNERSHIP." A
30 PARTNERSHIP FORMED BY TWO OR MORE PERSONS UNDER THE LAWS OF THIS
19870S1200B2515 - 527 -
1 COMMONWEALTH AND HAVING ONE OR MORE GENERAL PARTNERS AND ONE OR
2 MORE LIMITED PARTNERS.
3 "LIQUIDATING TRUSTEE." A PERSON, OTHER THAN A GENERAL
4 PARTNER, BUT INCLUDING A LIMITED PARTNER, CARRYING OUT THE
5 WINDING UP OF A LIMITED PARTNERSHIP.
6 "NONQUALIFIED FOREIGN LIMITED PARTNERSHIP." A FOREIGN
7 LIMITED PARTNERSHIP THAT IS NOT A QUALIFIED FOREIGN LIMITED
8 PARTNERSHIP AS DEFINED IN THIS SECTION.
9 "OBLIGATION." INCLUDES A NOTE OR OTHER FORM OF INDEBTEDNESS,
10 WHETHER SECURED OR UNSECURED.
11 "PARTNER." A LIMITED OR GENERAL PARTNER.
12 "PARTNERSHIP AGREEMENT." ANY VALID AGREEMENT, WRITTEN OR <--
13 ORAL, OF THE PARTNERS AS TO THE AFFAIRS OF A LIMITED PARTNERSHIP
14 AND THE CONDUCT OF ITS BUSINESS. A WRITTEN PARTNERSHIP <--
15 AGREEMENT:
16 (1) MAY PROVIDE THAT A PERSON SHALL BE ADMITTED AS A
17 LIMITED PARTNER, OR SHALL BECOME AN ASSIGNEE OF A PARTNERSHIP
18 INTEREST OR OTHER RIGHTS OR POWERS OF A LIMITED PARTNER TO
19 THE EXTENT ASSIGNED, AND SHALL BECOME BOUND BY THE
20 PARTNERSHIP AGREEMENT:
21 (I) IF SUCH PERSON (OR A REPRESENTATIVE AUTHORIZED
22 BY SUCH PERSON ORALLY, IN WRITING OR BY OTHER ACTION SUCH
23 AS PAYMENT FOR A PARTNERSHIP INTEREST) EXECUTES THE
24 PARTNERSHIP AGREEMENT OR ANY OTHER WRITING EVIDENCING THE
25 INTENT OF SUCH PERSON TO BECOME A LIMITED PARTNER OR
26 ASSIGNEE; OR
27 (II) WITHOUT SUCH EXECUTION, IF SUCH PERSON (OR A
28 REPRESENTATIVE AUTHORIZED BY SUCH PERSON ORALLY, IN
29 WRITING OR BY OTHER ACTION SUCH AS PAYMENT FOR A
30 PARTNERSHIP INTEREST) COMPLIES WITH THE CONDITIONS FOR
19870S1200B2515 - 528 -
1 BECOMING A LIMITED PARTNER OR ASSIGNEE AS SET FORTH IN
2 THE PARTNERSHIP AGREEMENT OR ANY OTHER WRITING AND
3 REQUESTS (ORALLY, IN WRITING OR BY OTHER ACTION SUCH AS
4 PAYMENT FOR A PARTNERSHIP INTEREST) THAT THE RECORDS OF
5 THE LIMITED PARTNERSHIP REFLECT SUCH ADMISSION OR
6 ASSIGNMENT; AND
7 (2) SHALL NOT BE UNENFORCEABLE BY REASON OF ITS NOT
8 HAVING BEEN SIGNED BY A PERSON BEING ADMITTED AS A LIMITED
9 PARTNER OR BECOMING AN ASSIGNEE AS PROVIDED IN PARAGRAPH (1)
10 OR BY REASON OF ITS HAVING BEEN SIGNED BY A REPRESENTATIVE AS
11 PROVIDED IN SECTION 8514(B) (RELATING TO ATTORNEY-IN-FACT).
12 "PARTNERSHIP INTEREST." A PARTNER'S SHARE OF THE PROFITS AND
13 LOSSES OF A LIMITED PARTNERSHIP AND THE RIGHT TO RECEIVE
14 DISTRIBUTIONS OF PARTNERSHIP ASSETS.
15 "QUALIFIED FOREIGN LIMITED PARTNERSHIP." A FOREIGN LIMITED
16 PARTNERSHIP THAT IS REGISTERED UNDER SUBCHAPTER J (RELATING TO
17 FOREIGN LIMITED PARTNERSHIPS) TO DO BUSINESS IN THIS
18 COMMONWEALTH.
19 "REGISTERED INVESTMENT COMPANY." A DOMESTIC OR FOREIGN
20 LIMITED PARTNERSHIP THAT IS REGISTERED AS AN INVESTMENT COMPANY
21 UNDER THE INVESTMENT COMPANY ACT OF 1940 (54 STAT. 789, 15
22 U.S.C. § 80A-1 ET SEQ.).
23 "REGISTERED OFFICE." THAT OFFICE MAINTAINED BY A DOMESTIC OR
24 FOREIGN LIMITED PARTNERSHIP IN THIS COMMONWEALTH, THE ADDRESS OF
25 WHICH IS FILED WITH THE DEPARTMENT OF STATE. SEE SECTION 109
26 (RELATING TO NAME OF COMMERCIAL REGISTERED OFFICE PROVIDER IN
27 LIEU OF REGISTERED ADDRESS).
28 § 8504. RULES FOR CASES NOT PROVIDED FOR IN THIS CHAPTER.
29 IN ANY CASE NOT PROVIDED FOR IN THIS CHAPTER, THE PROVISIONS
30 OF CHAPTER CHAPTERS 81 (RELATING TO GENERAL PROVISIONS) AND 83 <--
19870S1200B2515 - 529 -
1 (RELATING TO GENERAL PARTNERSHIPS) GOVERN.
2 § 8505. NAME.
3 (A) GENERAL RULE.--THE NAME OF EACH LIMITED PARTNERSHIP AS
4 SET FORTH IN ITS CERTIFICATE OF LIMITED PARTNERSHIP:
5 (1) SHALL BE EXPRESSED IN ROMAN LETTERS OR CHARACTERS OR
6 ARABIC OR ROMAN NUMERALS.
7 (2) SHALL NOT BE ONE RENDERED UNAVAILABLE TO USE BY A
8 CORPORATION BY ANY PROVISION OF SECTION 1303(B) AND (C)
9 (RELATING TO CORPORATE NAME).
10 (3) MAY CONTAIN THE NAME OF A LIMITED PARTNER OR A
11 GENERAL PARTNER. SEE SECTION 8523(D) (RELATING TO USE OF NAME
12 OF LIMITED PARTNER).
13 (B) RESERVATION OF NAME.--THE EXCLUSIVE RIGHT TO THE USE OF
14 A NAME FOR PURPOSES OF THIS CHAPTER MAY BE RESERVED AND
15 TRANSFERRED IN THE MANNER PROVIDED BY SECTION 1305 (RELATING TO
16 RESERVATION OF CORPORATE NAME).
17 § 8506. REGISTERED OFFICE.
18 (A) GENERAL RULE.--EVERY LIMITED PARTNERSHIP SHALL HAVE AND
19 CONTINUOUSLY MAINTAIN IN THIS COMMONWEALTH A REGISTERED OFFICE
20 WHICH MAY, BUT NEED NOT, BE THE SAME AS ITS PLACE OF BUSINESS.
21 (B) CHANGE OF REGISTERED OFFICE.--AFTER FORMATION, A CHANGE
22 IN THE LOCATION OF THE REGISTERED OFFICE MAY BE EFFECTED AT ANY
23 TIME BY THE LIMITED PARTNERSHIP. BEFORE THE CHANGE BECOMES
24 EFFECTIVE, THE LIMITED PARTNERSHIP SHALL AMEND ITS CERTIFICATE
25 OF LIMITED PARTNERSHIP UNDER THE PROVISIONS OF THIS CHAPTER TO
26 REFLECT THE CHANGE IN LOCATION, OR SHALL FILE IN THE DEPARTMENT
27 OF STATE A STATEMENT CERTIFICATE OF CHANGE OF REGISTERED OFFICE <--
28 SETTING FORTH:
29 (1) THE NAME OF THE LIMITED PARTNERSHIP.
30 (2) THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF
19870S1200B2515 - 530 -
1 ITS THEN REGISTERED OFFICE.
2 (3) THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, TO
3 WHICH THE REGISTERED OFFICE IS TO BE CHANGED.
4 (C) ALTERNATIVE PROCEDURE.--A LIMITED PARTNERSHIP MAY
5 SATISFY THE REQUIREMENTS OF THIS CHAPTER CONCERNING THE
6 MAINTENANCE OF A REGISTERED OFFICE IN THIS COMMONWEALTH BY
7 SETTING FORTH IN ANY DOCUMENT FILED IN THE DEPARTMENT UNDER ANY
8 PROVISION OF THIS CHAPTER THAT PERMITS OR REQUIRES THE STATEMENT
9 OF THE ADDRESS OF ITS THEN REGISTERED OFFICE, IN LIEU OF THAT
10 ADDRESS, THE STATEMENT AUTHORIZED BY SECTION 109(A) (RELATING TO
11 NAME OF COMMERCIAL REGISTERED OFFICE PROVIDER IN LIEU OF
12 REGISTERED ADDRESS).
13 (D) CROSS REFERENCE.--SEE SECTIONS 108 (RELATING TO CHANGE
14 IN LOCATION OR STATUS OF REGISTERED OFFICE PROVIDED BY AGENT),
15 134 (RELATING TO DOCKETING STATEMENT), 8512 (RELATING TO
16 AMENDMENT OF CERTIFICATE) AND 8514 (RELATING TO EXECUTION OF
17 CERTIFICATES AND STATEMENTS). <--
18 § 8507. RECORDS TO BE KEPT.
19 (A) GENERAL RULE.--EACH LIMITED PARTNERSHIP SHALL KEEP AT
20 THE REGISTERED OFFICE OF THE LIMITED PARTNERSHIP IN THIS
21 COMMONWEALTH OR AT ITS PRINCIPAL PLACE OF BUSINESS, WHEREVER
22 SITUATED, THE FOLLOWING:
23 (1) A CURRENT LIST OF THE FULL NAME AND LAST KNOWN
24 BUSINESS ADDRESS OF EACH PARTNER, SEPARATELY IDENTIFYING THE
25 GENERAL PARTNERS (IN ALPHABETICAL ORDER) AND THE LIMITED
26 PARTNERS (IN ALPHABETICAL ORDER).
27 (2) A COPY OF THE CERTIFICATE OF LIMITED PARTNERSHIP AND
28 ALL CERTIFICATES OF AMENDMENT THERETO, TOGETHER WITH EXECUTED
29 COPIES OF ANY POWERS OF ATTORNEY PURSUANT TO WHICH ANY
30 CERTIFICATE HAS BEEN EXECUTED.
19870S1200B2515 - 531 -
1 (3) COPIES OF THE LIMITED PARTNERSHIP'S FEDERAL, STATE
2 AND LOCAL INCOME TAX RETURNS AND REPORTS, IF ANY, FOR THE
3 THREE MOST RECENT YEARS.
4 (4) COPIES OF ANY THEN EFFECTIVE WRITTEN PARTNERSHIP
5 AGREEMENTS AND OF ANY FINANCIAL STATEMENTS OF THE LIMITED
6 PARTNERSHIP FOR THE THREE MOST RECENT YEARS.
7 (B) INSPECTION AND COPYING.--RECORDS KEPT UNDER THIS SECTION
8 ARE SUBJECT TO INSPECTION AND COPYING AT THE REASONABLE REQUEST,
9 AND AT THE EXPENSE, OF ANY PARTNER DURING ORDINARY BUSINESS
10 HOURS.
11 (C) CROSS REFERENCE.--SEE SECTION 8525 (RELATING TO
12 INFORMATION).
13 § 8508. BUSINESS THAT MAY BE CARRIED ON.
14 A LIMITED PARTNERSHIP MAY CARRY ON ANY BUSINESS THAT A
15 PARTNERSHIP WITHOUT LIMITED PARTNERS MAY CARRY ON.
16 § 8509. BUSINESS TRANSACTIONS OF PARTNER WITH LIMITED
17 PARTNERSHIP.
18 EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, A
19 PARTNER MAY LEND MONEY TO, BORROW MONEY FROM, ACT AS A SURETY,
20 GUARANTOR OR ENDORSER FOR, GUARANTEE OR ASSUME ONE OR MORE
21 SPECIFIC OBLIGATIONS OF, PROVIDE COLLATERAL FOR, AND TRANSACT
22 OTHER BUSINESS WITH THE LIMITED PARTNERSHIP AND, SUBJECT TO
23 OTHER APPLICABLE LAW, HAS THE SAME RIGHTS AND OBLIGATIONS WITH
24 RESPECT THERETO AS A PERSON WHO IS NOT A PARTNER.
25 § 8510. INDEMNIFICATION.
26 (A) GENERAL RULE.--SUBJECT TO SUCH STANDARDS AND
27 RESTRICTIONS, IF ANY, AS ARE SET FORTH IN THE PARTNERSHIP
28 AGREEMENT, A LIMITED PARTNERSHIP MAY, AND SHALL HAVE THE POWER
29 TO, INDEMNIFY AND HOLD HARMLESS ANY PARTNER OR OTHER PERSON FROM
30 AND AGAINST ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER.
19870S1200B2515 - 532 -
1 (B) WHEN INDEMNIFICATION IS NOT TO BE MADE.--INDEMNIFICATION
2 PURSUANT TO SUBSECTION (A) SHALL NOT BE MADE IN ANY CASE WHERE
3 THE ACT OR FAILURE TO ACT GIVING RISE TO THE CLAIM FOR
4 INDEMNIFICATION IS DETERMINED BY A COURT TO HAVE CONSTITUTED
5 WILLFUL MISCONDUCT OR RECKLESSNESS.
6 (C) GROUNDS.--INDEMNIFICATION PURSUANT TO SUBSECTION (A) MAY
7 BE GRANTED FOR ANY ACTION TAKEN OR ANY FAILURE TO TAKE ANY
8 ACTION AND MAY BE MADE WHETHER OR NOT THE LIMITED PARTNERSHIP
9 WOULD HAVE THE POWER TO INDEMNIFY THE PERSON UNDER ANY OTHER
10 PROVISION OF LAW EXCEPT AS PROVIDED IN THIS SECTION AND WHETHER
11 OR NOT THE INDEMNIFIED LIABILITY ARISES OR AROSE FROM ANY
12 THREATENED, PENDING OR COMPLETED ACTION BY OR IN THE RIGHT OF
13 THE LIMITED PARTNERSHIP. SUCH INDEMNIFICATION IS DECLARED TO BE
14 CONSISTENT WITH THE PUBLIC POLICY OF THIS COMMONWEALTH.
15 (D) PAYMENT OF EXPENSES.--EXPENSES INCURRED BY A PARTNER OR
16 OTHER PERSON IN DEFENDING A CIVIL OR CRIMINAL ACTION, SUIT ANY <--
17 ACTION OR PROCEEDING AGAINST WHICH INDEMNIFICATION MAY BE MADE <--
18 PURSUANT TO THIS SECTION MAY BE PAID BY THE LIMITED PARTNERSHIP
19 IN ADVANCE OF THE FINAL DISPOSITION OF SUCH ACTION, SUIT OR <--
20 PROCEEDING UPON RECEIPT OF AN UNDERTAKING BY OR ON BEHALF OF
21 SUCH PERSON TO REPAY SUCH AMOUNT IF IT SHALL ULTIMATELY BE
22 DETERMINED THAT HE IS NOT ENTITLED TO BE INDEMNIFIED BY THE
23 LIMITED PARTNERSHIP.
24 (E) RIGHTS TO INDEMNIFICATION.--THE INDEMNIFICATION AND
25 ADVANCEMENT OF EXPENSES PROVIDED BY, OR GRANTED PURSUANT TO,
26 THIS SECTION SHALL, UNLESS OTHERWISE PROVIDED WHEN AUTHORIZED OR
27 RATIFIED, CONTINUE AS TO A PERSON WHO HAS CEASED TO SERVE IN THE
28 CAPACITY AS TO WHICH HE WAS INDEMNIFIED AND SHALL INURE TO THE
29 BENEFIT OF THE HEIRS, EXECUTORS AND ADMINISTRATORS OF SUCH
30 PERSON.
19870S1200B2515 - 533 -
1 SUBCHAPTER B
2 FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP
3 SEC.
4 8511. CERTIFICATE OF LIMITED PARTNERSHIP.
5 8512. AMENDMENT OF CERTIFICATE.
6 8513. CANCELLATION OF CERTIFICATE.
7 8514. EXECUTION OF CERTIFICATES AND STATEMENTS. <--
8 8515. EXECUTION BY JUDICIAL ACT.
9 8516. LIABILITY FOR FALSE STATEMENT IN CERTIFICATE.
10 8517. NOTICE.
11 8518. DELIVERY OF FILED DOCUMENTS TO LIMITED PARTNERS.
12 8519. FILING OF CERTIFICATE OF SUMMARY OF RECORD BY LIMITED
13 PARTNERSHIPS FORMED PRIOR TO 1976.
14 § 8511. CERTIFICATE OF LIMITED PARTNERSHIP.
15 (A) GENERAL RULE.--IN ORDER TO FORM A LIMITED PARTNERSHIP, A
16 CERTIFICATE OF LIMITED PARTNERSHIP MUST BE EXECUTED AND FILED IN
17 THE DEPARTMENT OF STATE. THE CERTIFICATE SHALL SET FORTH:
18 (1) THE NAME OF THE LIMITED PARTNERSHIP.
19 (2) SUBJECT TO SECTION 109 (RELATING TO NAME OF
20 COMMERCIAL REGISTERED OFFICE PROVIDER IN LIEU OF REGISTERED
21 ADDRESS), THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY,
22 OF ITS REGISTERED OFFICE.
23 (3) THE NAME AND BUSINESS ADDRESS OF EACH GENERAL
24 PARTNER.
25 (4) ANY OTHER MATTERS THE PARTNERS DETERMINE TO INCLUDE
26 THEREIN. A PROVISION INCLUDED IN THE CERTIFICATE OF LIMITED
27 PARTNERSHIP PURSUANT TO THIS PARAGRAPH SHALL BE DEEMED TO BE
28 A PROVISION OF THE PARTNERSHIP AGREEMENT FOR PURPOSES OF ANY
29 PROVISION OF THIS CHAPTER THAT REFERS TO A RULE AS SET FORTH
30 IN THE PARTNERSHIP AGREEMENT.
19870S1200B2515 - 534 -
1 (B) EFFECTIVE DATE OF FORMATION.--A LIMITED PARTNERSHIP IS
2 FORMED AT THE TIME OF THE FILING OF THE CERTIFICATE OF LIMITED
3 PARTNERSHIP IN THE DEPARTMENT OR AT ANY LATER TIME SPECIFIED IN
4 THE CERTIFICATE OF LIMITED PARTNERSHIP IF, IN EITHER CASE, THERE
5 HAS BEEN SUBSTANTIAL COMPLIANCE WITH THE REQUIREMENTS OF THIS
6 SECTION OR THE CORRESPONDING PROVISIONS OF PRIOR LAW.
7 (C) DUTIES OF RECORDERS OF DEEDS.--EACH RECORDER OF DEEDS
8 SHALL CONTINUE TO KEEP OPEN FOR PUBLIC INSPECTION THE RECORD OF
9 LIMITED PARTNERSHIP CERTIFICATES RECORDED UNDER THE STATUTES
10 SUPPLIED BY THIS CHAPTER AND BY PRIOR LAW.
11 (D) CROSS REFERENCES.--SEE SECTIONS 134 (RELATING TO
12 DOCKETING STATEMENT) AND 8514 (RELATING TO EXECUTION OF
13 CERTIFICATES AND STATEMENTS). <--
14 § 8512. AMENDMENT OF CERTIFICATE.
15 (A) GENERAL RULE.--A CERTIFICATE OF LIMITED PARTNERSHIP IS
16 AMENDED BY FILING A CERTIFICATE OF AMENDMENT THERETO AND, IF
17 REQUIRED BY SECTION 8519 (RELATING TO FILING OF CERTIFICATE OF
18 SUMMARY OF RECORD BY LIMITED PARTNERSHIPS FORMED PRIOR TO 1976),
19 A CERTIFICATE OF SUMMARY OF RECORD IN THE DEPARTMENT OF STATE.
20 THE CERTIFICATE OF AMENDMENT SHALL SET FORTH:
21 (1) THE NAME OF THE LIMITED PARTNERSHIP.
22 (2) THE DATE OF FILING OF THE ORIGINAL CERTIFICATE.
23 (3) THE AMENDMENT TO THE CERTIFICATE.
24 (4) IF THE AMENDMENT IS TO BE EFFECTIVE ON A SPECIFIED
25 DATE, THE HOUR, IF ANY, AND THE MONTH, DAY AND YEAR OF THE
26 EFFECTIVE DATE.
27 (B) EVENTS REQUIRING AMENDMENT.--AN AMENDMENT TO A
28 CERTIFICATE OF LIMITED PARTNERSHIP SHALL BE FILED UPON THE
29 OCCURRENCE OF ANY OF THE FOLLOWING EVENTS:
30 (1) A CHANGE IN THE NAME OF THE LIMITED PARTNERSHIP.
19870S1200B2515 - 535 -
1 (2) THE ADMISSION OF A NEW GENERAL PARTNER.
2 (3) THE WITHDRAWAL OF A GENERAL PARTNER.
3 (4) THE CONTINUATION OF THE BUSINESS UNDER SECTION 8571
4 (RELATING TO NONJUDICIAL DISSOLUTION) AFTER AN EVENT OF
5 WITHDRAWAL OF A GENERAL PARTNER.
6 (C) DUTY OF A GENERAL PARTNER.--A GENERAL PARTNER WHO
7 BECOMES AWARE THAT ANY STATEMENT IN A CERTIFICATE OF LIMITED
8 PARTNERSHIP WAS FALSE WHEN MADE OR THAT ANY ARRANGEMENTS OR
9 OTHER FACTS DESCRIBED HAVE CHANGED, MAKING THE CERTIFICATE
10 INACCURATE IN ANY RESPECT, SHALL PROMPTLY AMEND THE CERTIFICATE.
11 (D) OTHER CHANGES.--A CERTIFICATE OF LIMITED PARTNERSHIP MAY
12 BE AMENDED AT ANY TIME FOR ANY OTHER PROPER PURPOSE THE GENERAL
13 PARTNERS MAY DETERMINE, INCLUDING A RESTATEMENT OF THE
14 CERTIFICATE IN ITS ENTIRETY, OMITTING ANY MATTER THAT IS
15 OBSOLETE OR NO LONGER REQUIRED.
16 (E) EFFECTIVENESS OF CERTIFICATE OF AMENDMENT.--UPON THE
17 FILING OF THE CERTIFICATE OF AMENDMENT IN THE DEPARTMENT OR UPON
18 THE EFFECTIVE DATE SPECIFIED IN THE CERTIFICATE OF AMENDMENT,
19 WHICHEVER IS LATER, THE CERTIFICATE OF AMENDMENT SHALL BECOME
20 EFFECTIVE AND THE CERTIFICATE OF LIMITED PARTNERSHIP SHALL BE
21 DEEMED TO BE AMENDED ACCORDINGLY.
22 (F) CROSS REFERENCES.--SEE SECTIONS 134 (RELATING TO
23 DOCKETING STATEMENT), 8514 (RELATING TO EXECUTION OF
24 CERTIFICATES AND STATEMENTS) AND 8516 (RELATING TO LIABILITY FOR <--
25 FALSE STATEMENT IN CERTIFICATE).
26 § 8513. CANCELLATION OF CERTIFICATE.
27 (A) GENERAL RULE.--A CERTIFICATE OF LIMITED PARTNERSHIP
28 SHALL BE CANCELED UPON THE DISSOLUTION AND THE COMMENCEMENT OF
29 WINDING UP OF THE LIMITED PARTNERSHIP OR AT ANY OTHER TIME THERE
30 ARE NO LIMITED PARTNERS. A CERTIFICATE OF CANCELLATION SHALL BE
19870S1200B2515 - 536 -
1 FILED IN THE DEPARTMENT OF STATE AND SHALL SET FORTH:
2 (1) THE NAME OF THE LIMITED PARTNERSHIP.
3 (2) THE DATE OF FILING OF ITS ORIGINAL CERTIFICATE OF
4 LIMITED PARTNERSHIP.
5 (3) THE REASON FOR FILING THE CERTIFICATE OF
6 CANCELLATION.
7 (4) THE EFFECTIVE DATE (WHICH SHALL BE A DATE CERTAIN)
8 OF CANCELLATION IF IT IS NOT TO BE EFFECTIVE UPON THE FILING
9 OF THE CERTIFICATE.
10 (5) ANY OTHER INFORMATION THE GENERAL PARTNERS FILING
11 THE CERTIFICATE DETERMINE.
12 (B) EFFECTIVENESS OF CERTIFICATE OF CANCELLATION.--UPON THE
13 FILING OF THE CERTIFICATE OF CANCELLATION IN THE DEPARTMENT OR
14 UPON THE EFFECTIVE DATE SPECIFIED IN THE CERTIFICATE OF
15 CANCELLATION, WHICHEVER IS LATER, THE CERTIFICATE OF
16 CANCELLATION SHALL BECOME EFFECTIVE AND THE CERTIFICATE OF
17 LIMITED PARTNERSHIP SHALL BE CANCELED.
18 (C) CROSS REFERENCES.--SEE SECTIONS 134 (RELATING TO
19 DOCKETING STATEMENT) AND 8514 (RELATING TO EXECUTION OF
20 CERTIFICATES AND STATEMENTS). <--
21 § 8514. EXECUTION OF CERTIFICATES AND STATEMENTS. <--
22 (A) GENERAL RULE.--EACH CERTIFICATE OR STATEMENT OTHER <--
23 DOCUMENT REQUIRED OR PERMITTED BY THIS CHAPTER TO BE FILED IN
24 THE DEPARTMENT OF STATE SHALL BE EXECUTED IN THE FOLLOWING
25 MANNER:
26 (1) AN ORIGINAL CERTIFICATE OF LIMITED PARTNERSHIP MUST
27 BE SIGNED BY ALL GENERAL PARTNERS NAMED THEREIN.
28 (2) A CERTIFICATE OF AMENDMENT MUST BE SIGNED BY AT
29 LEAST ONE GENERAL PARTNER AND BY EACH OTHER GENERAL PARTNER
30 DESIGNATED IN THE CERTIFICATE AS A NEW GENERAL PARTNER.
19870S1200B2515 - 537 -
1 (3) A CERTIFICATE OF CANCELLATION MUST BE SIGNED BY ALL
2 GENERAL PARTNERS OR LIQUIDATING TRUSTEES OR, IF THERE IS NO
3 GENERAL PARTNER OR LIQUIDATING TRUSTEE, BY A MAJORITY IN
4 INTEREST OF THE LIMITED PARTNERS.
5 (4) A STATEMENT CERTIFICATE OF CHANGE OF REGISTERED <--
6 OFFICE MUST BE SIGNED BY A GENERAL PARTNER.
7 (5) A CERTIFICATE OF SUMMARY OF RECORD MUST BE SIGNED BY
8 ALL GENERAL PARTNERS.
9 (6) A CERTIFICATE OF WITHDRAWAL MUST BE SIGNED BY THE
10 PERSON WITHDRAWING.
11 (7) A STATEMENT CERTIFICATE OF TERMINATION MUST BE <--
12 SIGNED BY A GENERAL PARTNER.
13 (8) A CERTIFICATE OF MERGER OR CONSOLIDATION MUST BE
14 SIGNED BY A GENERAL PARTNER.
15 (9) AN APPLICATION FOR REGISTRATION AS A FOREIGN LIMITED
16 PARTNERSHIP MUST BE SIGNED BY A GENERAL PARTNER.
17 (10) A CERTIFICATE OF AMENDMENT OF REGISTRATION OF A
18 FOREIGN LIMITED PARTNERSHIP MUST BE SIGNED BY A GENERAL
19 PARTNER.
20 (11) A CERTIFICATE OF CANCELLATION OF REGISTRATION OF A
21 FOREIGN LIMITED PARTNERSHIP MUST BE SIGNED BY A GENERAL
22 PARTNER.
23 (B) ATTORNEY-IN-FACT.--ANY EXCEPT AS OTHERWISE PROVIDED IN <--
24 THE PARTNERSHIP AGREEMENT, ANY PERSON MAY SIGN A CERTIFICATE OR
25 STATEMENT OTHER DOCUMENT AFFECTING THE EXISTENCE, ORGANIZATION <--
26 OR INTERNAL AFFAIRS OF A LIMITED PARTNERSHIP BY AN ATTORNEY-IN-
27 FACT OR FIDUCIARY. IT SHALL NOT BE NECESSARY TO PRESENT TO OR
28 FILE IN THE DEPARTMENT THE ORIGINAL OR A COPY OF ANY DOCUMENT
29 EVIDENCING THE AUTHORITY OF AN ATTORNEY-IN-FACT OR FIDUCIARY.
30 § 8515. EXECUTION BY JUDICIAL ACT.
19870S1200B2515 - 538 -
1 (A) GENERAL RULE.--IF A PERSON REQUIRED BY THIS CHAPTER TO
2 EXECUTE ANY CERTIFICATE OR STATEMENT FAILS OR REFUSES TO DO SO, <--
3 ANY OTHER PERSON WHO IS ADVERSELY AFFECTED BY THE FAILURE OR
4 REFUSAL MAY PETITION THE COURT TO DIRECT THE EXECUTION OF THE
5 CERTIFICATE OR STATEMENT. IF THE COURT FINDS THAT IT IS PROPER <--
6 FOR THE CERTIFICATE OR STATEMENT TO BE EXECUTED AND THAT ANY <--
7 PERSON SO DESIGNATED HAS FAILED OR REFUSED TO EXECUTE THE
8 CERTIFICATE OR STATEMENT, IT SHALL ORDER THE DEPARTMENT OF STATE <--
9 TO RECORD AN APPROPRIATE CERTIFICATE OR STATEMENT. THE CLERK OF <--
10 THE COURT SHALL FILE A CERTIFIED COPY OF THE ORDER (WHICH SHALL
11 INCLUDE THE CERTIFICATE OR STATEMENT FULL TEXT OF THE <--
12 CERTIFICATE) IN THE DEPARTMENT.
13 (B) EFFECTIVENESS OF JUDICIAL ORDER.--UPON THE FILING OF THE
14 JUDICIAL ORDER OF AMENDMENT IN THE DEPARTMENT OR UPON THE
15 EFFECTIVE DATE SPECIFIED IN THE CERTIFICATE OR STATEMENT, <--
16 WHICHEVER IS LATER, THE CERTIFICATE OR STATEMENT SHALL BE <--
17 EFFECTIVE.
18 (C) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
19 STATEMENT).
20 § 8516. LIABILITY FOR FALSE STATEMENT IN CERTIFICATE.
21 IF ANY CERTIFICATE OF LIMITED PARTNERSHIP OR CERTIFICATE OF
22 AMENDMENT OR CANCELLATION CONTAINS A MATERIALLY FALSE STATEMENT,
23 ONE WHO SUFFERS LOSS BY REASONABLE RELIANCE ON THE STATEMENT MAY
24 RECOVER DAMAGES FOR THE LOSS FROM:
25 (1) ANY PERSON WHO EXECUTES THE CERTIFICATE, OR CAUSES
26 ANOTHER TO EXECUTE IT ON HIS BEHALF, AND KNEW, AND ANY
27 GENERAL PARTNER WHO KNEW OR SHOULD HAVE KNOWN, THE STATEMENT
28 TO BE FALSE IN ANY MATERIAL RESPECT AT THE TIME THE
29 CERTIFICATE WAS EXECUTED; AND
30 (2) ANY GENERAL PARTNER WHO THEREAFTER KNOWS OR SHOULD
19870S1200B2515 - 539 -
1 HAVE KNOWN THAT ANY ARRANGEMENT OR OTHER FACT DESCRIBED IN
2 THE CERTIFICATE HAS CHANGED, MAKING THE STATEMENT INACCURATE
3 IN ANY MATERIAL RESPECT WITHIN A SUFFICIENT TIME BEFORE THE
4 STATEMENT WAS RELIED UPON REASONABLY TO HAVE ENABLED THAT
5 GENERAL PARTNER TO CANCEL OR AMEND THE CERTIFICATE, OR TO
6 FILE AN APPLICATION FOR ITS CANCELLATION OR AMENDMENT UNDER
7 SECTION 8515 (RELATING TO EXECUTION BY JUDICIAL ACT).
8 § 8517. NOTICE.
9 THE FACT THAT A CERTIFICATE OF LIMITED PARTNERSHIP IS ON FILE
10 IN THE DEPARTMENT OF STATE IS NOTICE THAT THE PARTNERSHIP IS A
11 LIMITED PARTNERSHIP AND THAT ALL PARTNERS ARE LIMITED PARTNERS
12 EXCEPT THE PERSONS DESIGNATED THEREIN AS GENERAL PARTNERS, BUT
13 IT IS NOT NOTICE OF ANY OTHER FACT.
14 § 8518. DELIVERY OF FILED DOCUMENTS TO LIMITED PARTNERS.
15 UPON THE RETURN BY THE DEPARTMENT OF STATE PURSUANT TO
16 SECTION 136 (RELATING TO PROCESSING OF DOCUMENTS BY DEPARTMENT
17 OF STATE) OF A CERTIFICATE OR STATEMENT MARKED "FILED," THE <--
18 GENERAL PARTNERS SHALL PROMPTLY DELIVER OR MAIL A COPY OF THE
19 ORIGINAL CERTIFICATE OF LIMITED PARTNERSHIP AND EACH CERTIFICATE
20 OF AMENDMENT OR CANCELLATION OR OTHER CERTIFICATE OR STATEMENT <--
21 REQUIRED OR PERMITTED TO BE FILED UNDER THIS CHAPTER TO EACH
22 LIMITED PARTNER EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP
23 AGREEMENT.
24 § 8519. FILING OF CERTIFICATE OF SUMMARY OF RECORD BY LIMITED
25 PARTNERSHIPS FORMED PRIOR TO 1976.
26 (A) GENERAL RULE.--ANY LIMITED PARTNERSHIP THAT WAS NOT
27 FORMED UNDER THIS CHAPTER, HAS NEVER MADE ANY FILING UNDER THIS
28 SECTION OR CORRESPONDING PROVISIONS OF PRIOR LAW AND DESIRES TO
29 FILE ANY DOCUMENT IN THE DEPARTMENT OF STATE UNDER ANY OTHER
30 PROVISION OF THIS CHAPTER OR THAT DESIRES TO SECURE FROM THE
19870S1200B2515 - 540 -
1 DEPARTMENT A CERTIFIED COPY OF THE CERTIFICATE OF LIMITED
2 PARTNERSHIP SHALL FILE IN THE DEPARTMENT A CERTIFICATE OF
3 SUMMARY OF RECORD WHICH SHALL SET FORTH:
4 (1) THE NAME OF THE LIMITED PARTNERSHIP.
5 (2) SUBJECT TO SECTION 109 (RELATING TO NAME OF
6 COMMERCIAL REGISTERED OFFICE PROVIDER IN LIEU OF REGISTERED
7 ADDRESS), THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY,
8 OF ITS REGISTERED OFFICE.
9 (3) THE STATUTE UNDER WHICH THE LIMITED PARTNERSHIP WAS
10 FORMED.
11 (4) THE NAME UNDER WHICH, AND THE DATE ON WHICH, THE
12 LIMITED PARTNERSHIP WAS ORIGINALLY FORMED, INCLUDING THE DATE
13 WHEN AND THE PLACE WHERE THE ORIGINAL CERTIFICATE WAS
14 RECORDED.
15 (5) THE PLACE OR PLACES, INCLUDING THE VOLUME AND PAGE
16 NUMBERS OR THEIR EQUIVALENT, WHERE THE DOCUMENTS CONSTITUTING
17 THE CURRENTLY EFFECTIVE CERTIFICATE ARE RECORDED, THE DATE OR
18 DATES OF EACH RECORDING AND THE TEXT OF THE CURRENTLY
19 EFFECTIVE CERTIFICATE. THE INFORMATION SPECIFIED IN THIS
20 PARAGRAPH MAY BE OMITTED IN A CERTIFICATE OF SUMMARY OF
21 RECORD THAT IS DELIVERED TO THE DEPARTMENT CONTEMPORANEOUSLY
22 WITH AN AMENDED CERTIFICATE FILED UNDER THIS CHAPTER THAT
23 RESTATES THE CERTIFICATE IN ITS ENTIRETY.
24 (6) EACH NAME BY WHICH THE LIMITED PARTNERSHIP WAS
25 KNOWN, IF ANY, OTHER THAN ITS ORIGINAL NAME AND ITS CURRENT
26 NAME AND THE DATE OR DATES ON WHICH EACH CHANGE OF NAME OF
27 THE PARTNERSHIP BECAME EFFECTIVE.
28 (B) CROSS REFERENCES.--SEE SECTIONS 134 (RELATING TO
29 DOCKETING STATEMENT) AND 8514 (RELATING TO EXECUTION OF
30 CERTIFICATES AND STATEMENTS). <--
19870S1200B2515 - 541 -
1 SUBCHAPTER C
2 LIMITED PARTNERS
3 SEC.
4 8521. ADMISSION OF LIMITED PARTNERS.
5 8522. CLASSES OF LIMITED PARTNERS.
6 8523. LIABILITY OF LIMITED PARTNERS TO THIRD PARTIES.
7 8524. PERSON ERRONEOUSLY BELIEVING HIMSELF LIMITED PARTNER.
8 8525. INFORMATION.
9 § 8521. ADMISSION OF LIMITED PARTNERS.
10 (A) DATE OF ADMISSION.--A PERSON BECOMES A LIMITED PARTNER
11 ON THE LATER OF:
12 (1) THE DATE THE LIMITED PARTNERSHIP IS FORMED; OR
13 (2) THE DATE STATED IN THE RECORDS OF THE LIMITED
14 PARTNERSHIP AS THE DATE THAT PERSON BECOMES A LIMITED
15 PARTNER.
16 (B) ADMISSION OF ADDITIONAL LIMITED PARTNERS.--AFTER THE
17 FILING OF THE ORIGINAL CERTIFICATE OF LIMITED PARTNERSHIP, A
18 PERSON MAY BE ADMITTED AS AN ADDITIONAL LIMITED PARTNER:
19 (1) IN THE CASE OF A PERSON ACQUIRING A PARTNERSHIP
20 INTEREST DIRECTLY FROM THE LIMITED PARTNERSHIP, UPON THE
21 COMPLIANCE WITH THE PARTNERSHIP AGREEMENT OR, IF THE
22 PARTNERSHIP AGREEMENT DOES NOT SO PROVIDE, UPON THE CONSENT
23 OF ALL PARTNERS.
24 (2) IN THE CASE OF AN ASSIGNEE OF A PARTNERSHIP INTEREST
25 OF A PARTNER WHO HAS THE POWER AS PROVIDED IN SECTION 8564
26 (RELATING TO RIGHT OF ASSIGNEE TO BECOME LIMITED PARTNER) TO
27 GRANT THE ASSIGNEE THE RIGHT TO BECOME A LIMITED PARTNER,
28 UPON THE EXERCISE OF THAT POWER AND COMPLIANCE WITH ANY
29 CONDITIONS LIMITING THE GRANT OR EXERCISE OF THE POWER.
30 (3) IN THE CASE OF AN ASSIGNEE OF A PARTNERSHIP
19870S1200B2515 - 542 -
1 INTEREST, REGARDLESS OF WHETHER THE ASSIGNEE HAS BEEN GRANTED
2 THE RIGHT TO BECOME A LIMITED PARTNER AS PROVIDED IN SECTION
3 8564(A)(1), AT THE TIME OR UPON THE HAPPENING OF EVENTS
4 SPECIFIED IN THE PARTNERSHIP AGREEMENT.
5 § 8522. CLASSES OF LIMITED PARTNERS.
6 (A) GENERAL RULE.--A PARTNERSHIP AGREEMENT MAY PROVIDE FOR:
7 (1) CLASSES OR GROUPS OF LIMITED PARTNERS HAVING SUCH
8 RELATIVE RIGHTS, POWERS AND DUTIES AS THE PARTNERSHIP
9 AGREEMENT MAY PROVIDE;
10 (2) THE FUTURE CREATION IN THE MANNER PROVIDED IN THE
11 PARTNERSHIP AGREEMENT OF ADDITIONAL CLASSES OR GROUPS OF
12 LIMITED PARTNERS HAVING SUCH RELATIVE RIGHTS, POWERS AND
13 DUTIES AS MAY FROM TIME TO TIME BE ESTABLISHED, INCLUDING
14 RIGHTS, POWERS AND DUTIES SENIOR TO EXISTING CLASSES AND
15 GROUPS OF LIMITED PARTNERS; AND
16 (3) THE TAKING OF AN ACTION, INCLUDING, WITHOUT
17 LIMITATION, AMENDMENT OF THE PARTNERSHIP AGREEMENT OR
18 CREATION UNDER THE PROVISIONS OF THE PARTNERSHIP AGREEMENT OF
19 A CLASS OR GROUP OF PARTNERSHIP INTERESTS THAT WAS NOT
20 PREVIOUSLY OUTSTANDING, WITHOUT THE VOTE OR APPROVAL OF ANY
21 LIMITED PARTNER OR CLASS OR GROUP OF LIMITED PARTNERS.
22 (B) CLASS VOTING.--SUBJECT TO SECTION 8523 (RELATING TO
23 LIABILITY OF LIMITED PARTNERS TO THIRD PARTIES), THE PARTNERSHIP
24 AGREEMENT MAY GRANT TO ALL OR CERTAIN IDENTIFIED LIMITED
25 PARTNERS OR A SPECIFIED CLASS OR GROUP OF THE LIMITED PARTNERS
26 THE RIGHT TO VOTE (ON A PER CAPITA OR OTHER BASIS), SEPARATELY
27 OR WITH ALL OR ANY CLASS OR GROUP OF THE LIMITED PARTNERS OR THE
28 GENERAL PARTNERS, UPON ANY MATTER.
29 (C) NOTICE, RECORD DATE, ETC.--A PARTNERSHIP AGREEMENT THAT
30 GRANTS A RIGHT TO VOTE MAY SET FORTH PROVISIONS RELATING TO
19870S1200B2515 - 543 -
1 NOTICE OF THE TIME, PLACE OR PURPOSE OF ANY MEETING AT WHICH ANY
2 MATTER IS TO BE VOTED ON BY ANY LIMITED PARTNERS, WAIVER OF ANY
3 SUCH NOTICE, ACTION BY CONSENT WITHOUT A MEETING, THE
4 ESTABLISHMENT OF A RECORD DATE, QUORUM REQUIREMENTS, VOTING IN
5 PERSON OR BY PROXY, OR ANY OTHER MATTER WITH RESPECT TO THE
6 EXERCISE OF ANY SUCH RIGHT TO VOTE.
7 § 8523. LIABILITY OF LIMITED PARTNERS TO THIRD PARTIES.
8 (A) GENERAL RULE.--A LIMITED PARTNER IS NOT LIABLE FOR THE
9 OBLIGATIONS OF A LIMITED PARTNERSHIP UNLESS HE IS ALSO A GENERAL
10 PARTNER OR, IN ADDITION TO THE EXERCISE OF HIS RIGHTS AND POWERS
11 AS A LIMITED PARTNER, HE PARTICIPATES IN THE CONTROL OF THE
12 BUSINESS. HOWEVER, IF THE LIMITED PARTNER PARTICIPATES IN THE
13 CONTROL OF THE BUSINESS, HE IS LIABLE ONLY TO PERSONS WHO
14 TRANSACT BUSINESS WITH THE LIMITED PARTNERSHIP REASONABLY
15 BELIEVING, BASED UPON THE CONDUCT OF THE LIMITED PARTNER, THAT
16 THE LIMITED PARTNER IS A GENERAL PARTNER.
17 (B) ACTIVITIES COMPATIBLE WITH LIMITED PARTNER STATUS.--A
18 LIMITED PARTNER DOES NOT PARTICIPATE IN THE CONTROL OF THE
19 BUSINESS WITHIN THE MEANING OF SUBSECTION (A) SOLELY BY DOING
20 ONE OR MORE OF THE FOLLOWING:
21 (1) BEING A CONTRACTOR FOR, OR AN AGENT OR EMPLOYEE OF
22 THE LIMITED PARTNERSHIP OR OF A GENERAL PARTNER, OR BEING AN
23 OFFICER, DIRECTOR, TRUSTEE, PARTNER OR SHAREHOLDER OF A
24 GENERAL PARTNER.
25 (2) CONSULTING WITH AND ADVISING A GENERAL PARTNER WITH
26 RESPECT TO ANY MATTER, INCLUDING, WITHOUT LIMITATION, THE <--
27 BUSINESS OF THE LIMITED PARTNERSHIP.
28 (3) (I) ACTING AS SURETY FOR THE LIMITED PARTNERSHIP,
29 OR GUARANTEEING, ENDORSING OR ASSUMING ONE OR MORE
30 SPECIFIC OBLIGATIONS OF THE LIMITED PARTNERSHIP, OR A
19870S1200B2515 - 544 -
1 GENERAL PARTNER.
2 (II) BORROWING MONEY FROM THE LIMITED PARTNERSHIP OR
3 A GENERAL PARTNER.
4 (III) LENDING MONEY TO THE LIMITED PARTNERSHIP OR A
5 GENERAL PARTNER.
6 (IV) PROVIDING COLLATERAL FOR THE LIMITED
7 PARTNERSHIP OR A GENERAL PARTNER.
8 (4) TAKING ANY ACTION REQUIRED OR PERMITTED BY LAW TO
9 BRING, PURSUE OR SETTLE OR OTHERWISE TERMINATE A DERIVATIVE
10 ACTION IN THE RIGHT OF THE LIMITED PARTNERSHIP.
11 (5) REQUESTING OR ATTENDING A MEETING OF PARTNERS.
12 (6) ACTING OR CAUSING THE TAKING OR REFRAINING FROM THE
13 TAKING OF ANY ACTION, INCLUDING, WITHOUT LIMITATION, BY
14 PROPOSING, APPROVING, CONSENTING OR DISAPPROVING, BY VOTING
15 OR OTHERWISE, WITH RESPECT TO ONE OR MORE OF THE FOLLOWING
16 MATTERS:
17 (I) THE DISSOLUTION AND WINDING UP OF THE LIMITED
18 PARTNERSHIP, OR AN ELECTION TO CONTINUE THE LIMITED
19 PARTNERSHIP OR THE BUSINESS OF THE LIMITED PARTNERSHIP.
20 (II) THE SALE, EXCHANGE, LEASE, MORTGAGE, PLEDGE OR
21 OTHER TRANSFER OF, OR THE GRANT OF A SECURITY INTEREST
22 IN, ANY ASSET OR ASSETS OF THE LIMITED PARTNERSHIP.
23 (III) THE INCURRENCE, RENEWAL, REFINANCING OR
24 PAYMENT OR OTHER DISCHARGE OF INDEBTEDNESS BY THE LIMITED
25 PARTNERSHIP.
26 (IV) A CHANGE IN THE NATURE OF THE BUSINESS.
27 (V) THE ADMISSION OR REMOVAL OF A GENERAL PARTNER.
28 (VI) THE ADMISSION OR REMOVAL OF A LIMITED PARTNER.
29 (VII) A TRANSACTION INVOLVING AN ACTUAL OR POTENTIAL
30 CONFLICT OF INTEREST BETWEEN A GENERAL PARTNER AND THE
19870S1200B2515 - 545 -
1 LIMITED PARTNERSHIP OR THE LIMITED PARTNERS.
2 (VIII) AN AMENDMENT TO THE PARTNERSHIP AGREEMENT OR
3 CERTIFICATE OF LIMITED PARTNERSHIP.
4 (IX) THE MERGER OR CONSOLIDATION OF THE LIMITED
5 PARTNERSHIP.
6 (X) THE INDEMNIFICATION OF ANY PARTNER OR OTHER
7 PERSON.
8 (XI) MATTERS RELATED TO THE BUSINESS OF THE LIMITED
9 PARTNERSHIP NOT OTHERWISE ENUMERATED IN THIS SUBSECTION,
10 WHICH THE PARTNERSHIP AGREEMENT STATES IN WRITING MAY BE
11 SUBJECT TO THE APPROVAL OR DISAPPROVAL OF LIMITED
12 PARTNERS.
13 (7) APPLYING FOR DISSOLUTION OF THE PARTNERSHIP PURSUANT
14 TO SECTION 8572 (RELATING TO JUDICIAL DISSOLUTION).
15 (8) WINDING UP THE LIMITED PARTNERSHIP PURSUANT TO
16 SECTION 8573 (RELATING TO WINDING UP).
17 (9) IN THE CASE OF A REGISTERED INVESTMENT COMPANY,
18 VOTING ON ONE OR MORE OF THE FOLLOWING MATTERS:
19 (I) THE APPROVAL OR TERMINATION OF INVESTMENT
20 ADVISORY OR UNDERWRITING CONTRACTS.
21 (II) THE APPROVAL OF AUDITORS.
22 (III) ANY OTHER MATTER THAT BY REASON OF THE
23 INVESTMENT COMPANY ACT OF 1940 (54 STAT. 789, 15 U.S.C. §
24 80A-1 ET SEQ.) THE GENERAL PARTNERS CONSIDER TO BE A
25 PROPER MATTER FOR THE VOTE OF THE HOLDERS OF VOTING
26 SECURITIES OR BENEFICIAL INTERESTS IN THE LIMITED
27 PARTNERSHIP.
28 (10) SERVING ON A COMMITTEE OF THE LIMITED PARTNERSHIP
29 OR THE LIMITED PARTNERS.
30 (11) EXERCISING ANY RIGHT OR POWER PERMITTED TO LIMITED
19870S1200B2515 - 546 -
1 PARTNERS UNDER THIS CHAPTER AND NOT SPECIFICALLY ENUMERATED
2 IN THIS SUBSECTION.
3 (12) EXERCISING ANY OTHER RIGHT OR POWER STATED IN THE
4 PARTNERSHIP AGREEMENT.
5 (C) ENUMERATION NONEXCLUSIVE.--THE ENUMERATION IN SUBSECTION
6 (B) DOES NOT MEAN THAT THE POSSESSION OR EXERCISE OF ANY OTHER
7 POWERS, OR HAVING OR ACTING IN OTHER CAPACITIES, BY A LIMITED
8 PARTNER CONSTITUTES PARTICIPATION BY HIM IN THE CONTROL OF THE
9 BUSINESS OF THE LIMITED PARTNERSHIP.
10 (D) USE OF NAME OF LIMITED PARTNER.--A LIMITED PARTNER DOES
11 NOT PARTICIPATE IN THE CONTROL OF THE BUSINESS WITHIN THE
12 MEANING OF SUBSECTION (A) BY REASON OF THE FACT THAT ALL OR ANY
13 PART OF THE NAME OF THE LIMITED PARTNER IS INCLUDED IN THE NAME
14 OF THE LIMITED PARTNERSHIP.
15 (E) EFFECT OF SECTION.--THIS SECTION DOES NOT CREATE RIGHTS
16 OR POWERS OF LIMITED PARTNERS. SUCH RIGHTS AND POWERS MAY BE
17 CREATED ONLY BY THE CERTIFICATE OF LIMITED PARTNERSHIP,
18 PARTNERSHIP AGREEMENT OR ANY OTHER AGREEMENT OR OTHER PROVISIONS
19 OF THIS CHAPTER.
20 § 8524. PERSON ERRONEOUSLY BELIEVING HIMSELF LIMITED PARTNER.
21 (A) GENERAL RULE.--EXCEPT AS PROVIDED IN SUBSECTION (B), A
22 PERSON WHO MAKES A CONTRIBUTION TO A BUSINESS ENTERPRISE AND
23 ERRONEOUSLY BUT IN GOOD FAITH BELIEVES THAT HE HAS BECOME A
24 LIMITED PARTNER IN THE ENTERPRISE IS NOT A GENERAL PARTNER IN
25 THE ENTERPRISE AND IS NOT BOUND BY ITS OBLIGATIONS AS A GENERAL
26 PARTNER BY REASON OF MAKING THE CONTRIBUTION, RECEIVING
27 DISTRIBUTIONS FROM THE ENTERPRISE OR EXERCISING ANY RIGHTS OF A
28 LIMITED PARTNER IF, WITHIN A REASONABLE TIME AFTER ASCERTAINING
29 THE MISTAKE, HE:
30 (1) CAUSES AN APPROPRIATE CERTIFICATE OF LIMITED
19870S1200B2515 - 547 -
1 PARTNERSHIP OR A CERTIFICATE OF AMENDMENT TO BE EXECUTED AND
2 FILED; OR
3 (2) WITHDRAWS FROM FUTURE EQUITY PARTICIPATION IN THE
4 ENTERPRISE BY EXECUTING AND FILING IN THE DEPARTMENT OF STATE
5 A CERTIFICATE OF WITHDRAWAL WHICH SHALL SET FORTH:
6 (I) THE NAME OF THE LIMITED PARTNERSHIP.
7 (II) THE DATE OF FILING OF THE ORIGINAL CERTIFICATE.
8 (III) THE NAME OF THE PERSON WITHDRAWING.
9 THE CERTIFICATE OF WITHDRAWAL SHALL BE EFFECTIVE UPON FILING
10 IN THE DEPARTMENT. THE PERSON WITHDRAWING SHALL SEND A COPY
11 OF THE FILED CERTIFICATE OF WITHDRAWAL TO THE LIMITED
12 PARTNERSHIP.
13 (B) THIRD PARTY LIABILITY.--A PERSON WHO MAKES A
14 CONTRIBUTION OF THE KIND DESCRIBED IN SUBSECTION (A) IS LIABLE
15 AS A GENERAL PARTNER TO ANY THIRD PARTY WHO TRANSACTS BUSINESS
16 WITH THE ENTERPRISE:
17 (1) BEFORE THE PERSON WITHDRAWS AND AN APPROPRIATE
18 CERTIFICATE IS FILED TO SHOW WITHDRAWAL; OR
19 (2) BEFORE AN APPROPRIATE CERTIFICATE OR AMENDMENT IS
20 FILED TO SHOW THAT HE IS NOT A GENERAL PARTNER;
21 BUT ONLY IF THE THIRD PARTY ACTUALLY BELIEVED IN GOOD FAITH THAT
22 THE PERSON WAS A GENERAL PARTNER AT THE TIME OF THE TRANSACTION,
23 ACTED IN REASONABLE RELIANCE ON THAT BELIEF AND EXTENDED CREDIT
24 TO THE ENTERPRISE IN REASONABLE RELIANCE ON THE CREDIT OF THE
25 PERSON AND, IF A CERTIFICATE OF LIMITED PARTNERSHIP HAS BEEN
26 FILED PRIOR TO THE TRANSACTION, THE LIMITED PARTNER IS
27 ERRONEOUSLY NAMED AS A GENERAL PARTNER IN THE CERTIFICATE OR IN
28 A CERTIFICATE OF AMENDMENT.
29 (C) CROSS REFERENCES.--SEE SECTIONS 134 (RELATING TO
30 DOCKETING STATEMENT) AND 8514 (RELATING TO EXECUTION OF
19870S1200B2515 - 548 -
1 CERTIFICATES AND STATEMENTS). <--
2 § 8525. INFORMATION.
3 (A) GENERAL RULE.--EACH LIMITED PARTNER HAS THE RIGHT,
4 SUBJECT TO SUCH REASONABLE STANDARDS (INCLUDING, WITHOUT
5 LIMITATION, STANDARDS GOVERNING WHAT INFORMATION AND DOCUMENTS
6 ARE TO BE FURNISHED, AT WHAT TIME AND LOCATION AND AT WHOSE
7 EXPENSE) AS MAY BE SET FORTH IN THE PARTNERSHIP AGREEMENT, TO
8 OBTAIN FROM THE GENERAL PARTNERS FROM TIME TO TIME UPON
9 REASONABLE DEMAND:
10 (1) TRUE AND FULL INFORMATION REGARDING THE STATE OF THE
11 BUSINESS AND FINANCIAL CONDITION OF THE LIMITED PARTNERSHIP.
12 (2) PROMPTLY AFTER BECOMING AVAILABLE, A COPY OF THE
13 FEDERAL, STATE AND LOCAL INCOME TAX RETURNS FOR EACH YEAR OF
14 THE LIMITED PARTNERSHIP.

Historical Act text part 10

15 (3) OTHER INFORMATION REGARDING THE AFFAIRS OF THE
16 LIMITED PARTNERSHIP AS IS JUST AND REASONABLE.
17 (B) CONFIDENTIALITY.--A GENERAL PARTNER SHALL HAVE THE RIGHT
18 TO KEEP CONFIDENTIAL FROM LIMITED PARTNERS, FOR SUCH PERIOD OF
19 TIME AS THE GENERAL PARTNER DEEMS REASONABLE, ANY INFORMATION
20 THAT THE GENERAL PARTNER REASONABLY BELIEVES TO BE IN THE NATURE
21 OF TRADE SECRETS OR OTHER INFORMATION, THE DISCLOSURE OF WHICH
22 THE GENERAL PARTNER IN GOOD FAITH BELIEVES IS NOT IN THE BEST
23 INTERESTS OF THE LIMITED PARTNERSHIP OR COULD DAMAGE THE LIMITED
24 PARTNERSHIP OR ITS BUSINESS OR WHICH THE LIMITED PARTNERSHIP IS
25 REQUIRED BY LAW OR BY AGREEMENT WITH A THIRD PARTY TO KEEP
26 CONFIDENTIAL.
27 (C) CROSS REFERENCES.--SEE SECTIONS 107 (RELATING TO FORM OF
28 RECORDS) AND 8507 (RELATING TO RECORDS TO BE KEPT).
29 SUBCHAPTER D
30 GENERAL PARTNERS
19870S1200B2515 - 549 -
1 SEC.
2 8531. ADMISSION OF ADDITIONAL GENERAL PARTNERS.
3 8532. EVENTS OF WITHDRAWAL.
4 8533. GENERAL POWERS AND LIABILITIES OF GENERAL PARTNERS.
5 8534. CONTRIBUTIONS BY A GENERAL PARTNER.
6 8535. CLASSES OF GENERAL PARTNERS.
7 § 8531. ADMISSION OF ADDITIONAL GENERAL PARTNERS.
8 (A) GENERAL RULE.--AFTER THE FILING OF THE ORIGINAL
9 CERTIFICATE OF LIMITED PARTNERSHIP, ADDITIONAL GENERAL PARTNERS
10 MAY BE ADMITTED AS PROVIDED IN WRITING IN THE PARTNERSHIP
11 AGREEMENT OR, IF THE PARTNERSHIP AGREEMENT DOES NOT PROVIDE IN
12 WRITING FOR THE ADMISSION OF ADDITIONAL GENERAL PARTNERS, WITH
13 THE WRITTEN CONSENT OF ALL GENERAL PARTNERS AND A MAJORITY IN
14 INTEREST OF THE LIMITED PARTNERS.
15 (B) CROSS REFERENCE.--SEE SECTION 8512(B) (RELATING TO
16 EVENTS REQUIRING AMENDMENT).
17 § 8532. EVENTS OF WITHDRAWAL.
18 (A) GENERAL RULE.--A PERSON CEASES TO BE A GENERAL PARTNER
19 OF A LIMITED PARTNERSHIP UPON THE HAPPENING OF ANY OF THE
20 FOLLOWING EVENTS:
21 (1) THE GENERAL PARTNER WITHDRAWS FROM THE LIMITED
22 PARTNERSHIP AS PROVIDED IN SECTION 8552 (RELATING TO
23 VOLUNTARY WITHDRAWAL OF GENERAL PARTNER). <--
24 (2) THE GENERAL PARTNER CEASES TO BE A GENERAL PARTNER
25 OF THE LIMITED PARTNERSHIP AS PROVIDED IN SECTION 8562
26 (RELATING TO ASSIGNMENT OF PARTNERSHIP INTEREST).
27 (3) THE GENERAL PARTNER IS REMOVED AS A GENERAL PARTNER
28 IN ACCORDANCE WITH THE PARTNERSHIP AGREEMENT.
29 (4) EXCEPT AS OTHERWISE PROVIDED IN WRITING IN THE
30 PARTNERSHIP AGREEMENT, OR WITH THE WRITTEN CONSENT OF ALL <--
19870S1200B2515 - 550 -
1 PARTNERS, THE GENERAL PARTNER:
2 (I) MAKES AN ASSIGNMENT FOR THE BENEFIT OF
3 CREDITORS;
4 (II) FILES A VOLUNTARY PETITION IN BANKRUPTCY;
5 (III) IS ADJUDICATED A BANKRUPT OR INSOLVENT;
6 (IV) FILES AN APPLICATION OR ANSWER SEEKING FOR
7 HIMSELF ANY REORGANIZATION, ARRANGEMENT, COMPOSITION,
8 READJUSTMENT, LIQUIDATION, DISSOLUTION OR SIMILAR RELIEF
9 UNDER ANY STATUTE, LAW OR REGULATION;
10 (V) FILES AN ANSWER OR OTHER PLEADING ADMITTING OR
11 FAILING TO CONTEST THE MATERIAL ALLEGATIONS OF A PETITION
12 OR APPLICATION FILED AGAINST HIM IN ANY PROCEEDING OF A
13 TYPE REFERRED TO IN SUBPARAGRAPH (II) OR (IV); OR
14 (VI) SEEKS, CONSENTS TO OR ACQUIESCES IN THE
15 APPOINTMENT OF A TRUSTEE, RECEIVER OR LIQUIDATOR OF THE
16 GENERAL PARTNER OR OF ALL OR ANY SUBSTANTIAL PART OF HIS
17 PROPERTIES.
18 (5) EXCEPT AS OTHERWISE PROVIDED IN WRITING IN THE
19 PARTNERSHIP AGREEMENT, OR WITH THE WRITTEN CONSENT OF ALL <--
20 PARTNERS, IF, WITHIN 120 DAYS AFTER THE COMMENCEMENT OF ANY
21 PROCEEDING AGAINST THE GENERAL PARTNER SEEKING
22 REORGANIZATION, ARRANGEMENT, COMPOSITION, READJUSTMENT,
23 LIQUIDATION, DISSOLUTION OR SIMILAR RELIEF UNDER ANY STATUTE,
24 LAW OR REGULATION, THE PROCEEDING HAS NOT BEEN DISMISSED OR
25 IF, WITHIN 90 DAYS AFTER THE APPOINTMENT WITHOUT HIS CONSENT
26 OR ACQUIESCENCE OF A TRUSTEE, RECEIVER OR LIQUIDATOR OF THE
27 GENERAL PARTNER OR OF ALL OR ANY SUBSTANTIAL PART OF HIS
28 PROPERTIES, THE APPOINTMENT IS NOT VACATED OR STAYED OR
29 WITHIN 90 DAYS AFTER THE EXPIRATION OF ANY SUCH STAY THE
30 APPOINTMENT IS NOT VACATED.
19870S1200B2515 - 551 -
1 (6) IN THE CASE OF A GENERAL PARTNER WHO IS A NATURAL
2 PERSON:
3 (I) HIS DEATH; OR
4 (II) THE ENTRY OF AN ORDER BY A COURT OF COMPETENT
5 JURISDICTION ADJUDICATING HIM INCOMPETENT TO MANAGE HIS
6 PERSON OR HIS ESTATE.
7 (7) EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP
8 AGREEMENT, OR WITH THE WRITTEN CONSENT OF ALL PARTNERS, IN <--
9 THE CASE OF A GENERAL PARTNER WHO IS ACTING AS A GENERAL
10 PARTNER BY VIRTUE OF BEING A TRUSTEE OF A TRUST, THE
11 TERMINATION OF THE TRUST (BUT NOT MERELY THE SUBSTITUTION OF
12 A NEW TRUSTEE).
13 (8) IN THE CASE OF A GENERAL PARTNER THAT IS A SEPARATE
14 PARTNERSHIP, THE DISSOLUTION AND COMMENCEMENT OF WINDING UP
15 OF THE SEPARATE PARTNERSHIP.
16 (9) IN THE CASE OF A GENERAL PARTNER THAT IS A
17 CORPORATION, THE FILING OF ARTICLES OF DISSOLUTION OR THEIR
18 EQUIVALENT FOR THE CORPORATION OR THE REVOCATION OF ITS
19 CHARTER.
20 (10) EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP
21 AGREEMENT, OR WITH THE WRITTEN CONSENT OF ALL PARTNERS, IN <--
22 THE CASE OF AN ESTATE, THE DISTRIBUTION BY THE FIDUCIARY OF
23 THE ENTIRE INTEREST OF THE ESTATE IN THE PARTNERSHIP.
24 (11) IN THE CASE OF A GENERAL PARTNER IN A REGISTERED
25 INVESTMENT COMPANY, THE FAILURE OF THE PARTNER TO BE
26 REELECTED IN ACCORDANCE WITH THE PARTNERSHIP AGREEMENT.
27 (B) CERTIFICATE OF WITHDRAWAL.--A PERSON WHO CEASES TO BE A
28 GENERAL PARTNER MAY FILE A CERTIFICATE OF WITHDRAWAL PREPARED IN
29 CONFORMITY WITH SECTION 8524(A)(2) (RELATING TO PERSON
30 ERRONEOUSLY BELIEVING HIMSELF LIMITED PARTNER). SEE SECTIONS 134
19870S1200B2515 - 552 -
1 (RELATING TO DOCKETING STATEMENT) AND 8514 (RELATING TO
2 EXECUTION OF CERTIFICATES AND STATEMENTS). <--
3 § 8533. GENERAL POWERS AND LIABILITIES OF GENERAL PARTNERS.
4 (A) POWERS OF A GENERAL PARTNER.--EXCEPT AS OTHERWISE
5 PROVIDED IN THIS CHAPTER OR IN THE PARTNERSHIP AGREEMENT, A
6 GENERAL PARTNER OF A LIMITED PARTNERSHIP HAS THE RIGHTS AND
7 POWERS AND IS SUBJECT TO THE RESTRICTIONS OF A PARTNER IN A
8 PARTNERSHIP WITHOUT LIMITED PARTNERS.
9 (B) LIABILITIES OF A GENERAL PARTNER.--EXCEPT AS PROVIDED IN
10 THIS CHAPTER, A GENERAL PARTNER OF A LIMITED PARTNERSHIP HAS THE
11 LIABILITIES OF A PARTNER IN A PARTNERSHIP WITHOUT LIMITED
12 PARTNERS TO PERSONS OTHER THAN THE PARTNERSHIP AND THE OTHER
13 PARTNERS. EXCEPT AS OTHERWISE PROVIDED IN THIS CHAPTER OR IN THE
14 PARTNERSHIP AGREEMENT, A GENERAL PARTNER OF A LIMITED
15 PARTNERSHIP HAS THE LIABILITIES OF A PARTNER IN A PARTNERSHIP
16 WITHOUT LIMITED PARTNERS TO THE PARTNERSHIP AND TO THE OTHER
17 PARTNERS.
18 § 8534. CONTRIBUTIONS BY A GENERAL PARTNER.
19 A GENERAL PARTNER OF A LIMITED PARTNERSHIP MAY MAKE
20 CONTRIBUTIONS TO THE PARTNERSHIP AND SHARE IN THE PROFITS AND
21 LOSSES OF, AND IN DISTRIBUTIONS FROM, THE LIMITED PARTNERSHIP AS
22 A GENERAL PARTNER. A GENERAL PARTNER ALSO MAY MAKE CONTRIBUTIONS
23 TO AND SHARE IN PROFITS, LOSSES AND DISTRIBUTIONS AS A LIMITED
24 PARTNER. A PERSON WHO IS BOTH A GENERAL PARTNER AND A LIMITED
25 PARTNER HAS THE RIGHTS AND POWERS, AND IS SUBJECT TO THE
26 RESTRICTIONS AND LIABILITIES, OF A GENERAL PARTNER AND, EXCEPT
27 AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, ALSO HAS THE
28 RIGHTS AND POWERS, AND IS SUBJECT TO THE RESTRICTIONS, OF A <--
29 LIMITED PARTNER TO THE EXTENT OF HIS PARTICIPATION IN THE
30 PARTNERSHIP AS A LIMITED PARTNER.
19870S1200B2515 - 553 -
1 § 8535. CLASSES OF GENERAL PARTNERS.
2 (A) GENERAL RULE.--A PARTNERSHIP AGREEMENT MAY PROVIDE FOR:
3 (1) CLASSES OR GROUPS OF GENERAL PARTNERS HAVING SUCH
4 RELATIVE RIGHTS, POWERS AND DUTIES AS THE PARTNERSHIP
5 AGREEMENT MAY PROVIDE;
6 (2) THE FUTURE CREATION IN THE MANNER PROVIDED IN THE
7 PARTNERSHIP AGREEMENT OF ADDITIONAL CLASSES OR GROUPS OF
8 GENERAL PARTNERS HAVING SUCH RELATIVE RIGHTS, POWERS AND
9 DUTIES AS MAY FROM TIME TO TIME BE ESTABLISHED, INCLUDING, <--
10 WITHOUT LIMITATION, RIGHTS, POWERS AND DUTIES SENIOR TO
11 EXISTING CLASSES AND GROUPS OF GENERAL PARTNERS; AND
12 (3) THE TAKING OF AN ACTION, INCLUDING, WITHOUT
13 LIMITATION, AMENDMENT OF THE PARTNERSHIP AGREEMENT OR
14 CREATION UNDER THE PROVISIONS OF THE PARTNERSHIP AGREEMENT OF
15 A CLASS OR GROUP OF PARTNERSHIP INTERESTS THAT WAS NOT
16 PREVIOUSLY OUTSTANDING, WITHOUT THE VOTE OR APPROVAL OF ANY
17 GENERAL PARTNER OR CLASS OR GROUP OF GENERAL PARTNERS.
18 (B) CLASS VOTING.--THE PARTNERSHIP AGREEMENT MAY GRANT TO
19 ALL OR CERTAIN IDENTIFIED GENERAL PARTNERS OR A SPECIFIED CLASS
20 OR GROUP OF GENERAL PARTNERS THE RIGHT TO VOTE (ON A PER CAPITA
21 OR ANY OTHER BASIS), SEPARATELY OR WITH ALL OR ANY CLASS OR
22 GROUP OF THE LIMITED PARTNERS OR THE GENERAL PARTNERS, ON ANY
23 MATTER.
24 (C) NOTICE, RECORD DATE, ETC.--A PARTNERSHIP AGREEMENT THAT
25 GRANTS A RIGHT TO VOTE MAY SET FORTH PROVISIONS RELATING TO
26 NOTICE OF THE TIME, PLACE OR PURPOSE OF ANY MEETING AT WHICH ANY
27 MATTER IS TO BE VOTED ON BY ANY GENERAL PARTNER, WAIVER OF ANY
28 SUCH NOTICE, ACTION BY CONSENT WITHOUT A MEETING, THE
29 ESTABLISHMENT OF A RECORD DATE, QUORUM REQUIREMENTS, VOTING IN
30 PERSON OR BY PROXY, OR ANY OTHER MATTER WITH RESPECT TO THE
19870S1200B2515 - 554 -
1 EXERCISE OF ANY SUCH RIGHT TO VOTE.
2 SUBCHAPTER E
3 FINANCE
4 SEC.
5 8541. FORM OF CONTRIBUTION.
6 8542. LIABILITY FOR CONTRIBUTIONS.
7 8543. SHARING OF PROFITS AND LOSSES.
8 8544. SHARING OF DISTRIBUTIONS.
9 § 8541. FORM OF CONTRIBUTION.
10 THE CONTRIBUTION OF A PARTNER MAY BE IN CASH, TANGIBLE OR
11 INTANGIBLE PROPERTY, SERVICES RENDERED OR A PROMISSORY NOTE OR
12 OTHER OBLIGATION TO CONTRIBUTE CASH OR TANGIBLE OR INTANGIBLE
13 PROPERTY OR TO PERFORM SERVICES.
14 § 8542. LIABILITY FOR CONTRIBUTIONS.
15 (A) GENERAL RULE.--A PROMISE BY A LIMITED PARTNER TO
16 CONTRIBUTE TO THE LIMITED PARTNERSHIP IS NOT ENFORCEABLE UNLESS
17 SET OUT IN A WRITING SIGNED BY THE LIMITED PARTNER.
18 (B) OBLIGATION TO THE PARTNERSHIP.--EXCEPT AS OTHERWISE
19 PROVIDED IN THE PARTNERSHIP AGREEMENT, A PARTNER IS OBLIGATED TO
20 THE LIMITED PARTNERSHIP TO PERFORM ANY ENFORCEABLE PROMISE TO
21 CONTRIBUTE CASH OR PROPERTY OR TO PERFORM SERVICES EVEN IF HE IS
22 UNABLE TO PERFORM BECAUSE OF DEATH, DISABILITY OR ANY OTHER
23 REASON. IF A PARTNER DOES NOT MAKE THE REQUIRED CONTRIBUTION OF
24 PROPERTY OR SERVICES, HE IS OBLIGATED AT THE OPTION OF THE
25 LIMITED PARTNERSHIP TO CONTRIBUTE CASH EQUAL TO THAT PORTION OF
26 THE VALUE (AS STATED OR DETERMINED IN THE MANNER PROVIDED IN THE <--
27 WRITING REQUIRED BY SUBSECTION (A) OR THE PARTNERSHIP AGREEMENT,
28 IF STATED OR PROVIDED FOR THEREIN) OF THE STATED CONTRIBUTION
29 THAT HAS NOT BEEN MADE.
30 (C) COMPROMISE OF OBLIGATION TO CONTRIBUTE.--EXCEPT AS
19870S1200B2515 - 555 -
1 OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, THE OBLIGATION
2 OF A PARTNER TO MAKE A CONTRIBUTION OR RETURN MONEY OR OTHER
3 PROPERTY PAID OR DISTRIBUTED IN VIOLATION OF THIS CHAPTER MAY BE
4 COMPROMISED ONLY BY CONSENT OF ALL THE PARTNERS. NOTWITHSTANDING
5 THE COMPROMISE, A CREDITOR OF A LIMITED PARTNERSHIP WHO EXTENDS
6 CREDIT OR OTHERWISE ACTS IN RELIANCE ON THAT OBLIGATION AFTER
7 THE PARTNER SIGNS A WRITING THAT REFLECTS THE OBLIGATION, AND
8 BEFORE THE AMENDMENT OR CANCELLATION THEREOF TO REFLECT THE
9 COMPROMISE, MAY ENFORCE THE ORIGINAL OBLIGATION.
10 § 8543. SHARING OF PROFITS AND LOSSES.
11 THE PROFITS AND LOSSES OF A LIMITED PARTNERSHIP SHALL BE
12 ALLOCATED AMONG THE PARTNERS, AND AMONG CLASSES OF PARTNERS, IN
13 THE MANNER PROVIDED IN WRITING IN THE PARTNERSHIP AGREEMENT. IF
14 THE PARTNERSHIP AGREEMENT DOES NOT SO PROVIDE IN WRITING,
15 PROFITS AND LOSSES SHALL BE ALLOCATED ON THE BASIS OF THE VALUE
16 (AS STATED OR DETERMINED IN THE MANNER PROVIDED IN THE
17 PARTNERSHIP AGREEMENT, IF STATED OR PROVIDED FOR THEREIN) OF THE
18 CONTRIBUTIONS MADE BY EACH PARTNER TO THE EXTENT THEY HAVE BEEN
19 RECEIVED BY THE PARTNERSHIP AND HAVE NOT BEEN RETURNED, AND
20 OTHERWISE PER CAPITA.
21 § 8544. SHARING OF DISTRIBUTIONS.
22 DISTRIBUTIONS OF CASH OR OTHER ASSETS OF A LIMITED
23 PARTNERSHIP SHALL BE ALLOCATED AMONG THE PARTNERS, AND AMONG
24 CLASSES OF PARTNERS, IN THE MANNER PROVIDED IN WRITING IN THE
25 PARTNERSHIP AGREEMENT. IF THE PARTNERSHIP AGREEMENT DOES NOT SO
26 PROVIDE IN WRITING, DISTRIBUTIONS SHALL BE MADE ON THE BASIS OF
27 THE VALUE (AS STATED OR DETERMINED IN THE MANNER PROVIDED IN THE
28 PARTNERSHIP AGREEMENT, IF STATED OR PROVIDED FOR THEREIN) OF THE
29 CONTRIBUTIONS MADE BY EACH PARTNER TO THE EXTENT THEY HAVE BEEN
30 RECEIVED BY THE PARTNERSHIP AND HAVE NOT BEEN RETURNED, AND
19870S1200B2515 - 556 -
1 OTHERWISE PER CAPITA.
2 SUBCHAPTER F
3 MERGER AND CONSOLIDATION
4 SEC.
5 8545. MERGER AND CONSOLIDATION OF LIMITED PARTNERSHIPS
6 AUTHORIZED.
7 8546. APPROVAL OF MERGER OR CONSOLIDATION.
8 8547. CERTIFICATE OF MERGER OR CONSOLIDATION.
9 8548. EFFECTIVE DATE OF MERGER OR CONSOLIDATION.
10 8549. EFFECT OF MERGER OR CONSOLIDATION.
11 § 8545. MERGER AND CONSOLIDATION OF LIMITED PARTNERSHIPS
12 AUTHORIZED.
13 (A) DOMESTIC SURVIVING OR NEW LIMITED PARTNERSHIP.--ANY TWO
14 OR MORE DOMESTIC LIMITED PARTNERSHIPS, OR ANY TWO OR MORE
15 FOREIGN LIMITED PARTNERSHIPS, OR ANY ONE OR MORE DOMESTIC
16 LIMITED PARTNERSHIPS AND ANY ONE OR MORE FOREIGN LIMITED
17 PARTNERSHIPS, MAY, IN THE MANNER PROVIDED IN THIS SUBCHAPTER, BE
18 MERGED INTO ONE OF THE DOMESTIC LIMITED PARTNERSHIPS, DESIGNATED
19 IN THIS SUBCHAPTER AS THE SURVIVING LIMITED PARTNERSHIP, OR
20 CONSOLIDATED INTO A NEW LIMITED PARTNERSHIP TO BE FORMED UNDER
21 THIS CHAPTER, IF THE FOREIGN LIMITED PARTNERSHIPS ARE AUTHORIZED
22 BY THE LAWS OF THE JURISDICTION UNDER WHICH THEY ARE ORGANIZED
23 TO EFFECT A MERGER OR CONSOLIDATION WITH A LIMITED PARTNERSHIP
24 OF ANOTHER JURISDICTION.
25 (B) FOREIGN SURVIVING OR NEW LIMITED PARTNERSHIP.--ANY ONE
26 OR MORE DOMESTIC LIMITED PARTNERSHIPS, AND ANY ONE OR MORE
27 FOREIGN LIMITED PARTNERSHIPS, MAY, IN THE MANNER PROVIDED IN
28 THIS SUBCHAPTER, BE MERGED INTO ONE OF THE FOREIGN LIMITED
29 PARTNERSHIPS, DESIGNATED IN THIS SUBCHAPTER AS THE SURVIVING
30 LIMITED PARTNERSHIP, OR CONSOLIDATED INTO A NEW LIMITED
19870S1200B2515 - 557 -
1 PARTNERSHIP TO BE ORGANIZED UNDER THE LAWS OF THE JURISDICTION
2 UNDER WHICH ONE OF THE FOREIGN LIMITED PARTNERSHIPS IS
3 ORGANIZED, IF THE LAWS OF THAT JURISDICTION AUTHORIZE A MERGER
4 WITH OR CONSOLIDATION INTO A LIMITED PARTNERSHIP OF ANOTHER
5 JURISDICTION.
6 (C) BUSINESS TRUSTS AND OTHER ASSOCIATIONS.--THE PROVISIONS
7 OF THIS SUBCHAPTER APPLICABLE TO DOMESTIC AND FOREIGN LIMITED
8 PARTNERSHIPS SHALL ALSO BE APPLICABLE TO A MERGER OR
9 CONSOLIDATION WITH OR INTO A DOMESTIC OR FOREIGN CORPORATION,
10 BUSINESS TRUST, GENERAL PARTNERSHIP OR OTHER ASSOCIATION. THE <--
11 SURVIVING OR RESULTING ENTITY IN SUCH A MERGER OR CONSOLIDATION
12 MAY BE A CORPORATION, PARTNERSHIP OR OTHER ASSOCIATION. EXCEPT
13 AS OTHERWISE PROVIDED BY LAW IN THIS OR ANY OTHER STATE, THE
14 POWERS AND DUTIES VESTED IN AND IMPOSED UPON THE GENERAL
15 PARTNERS AND LIMITED PARTNERS IN THIS SUBCHAPTER SHALL BE
16 EXERCISED AND PERFORMED BY THE GROUP OF PERSONS UNDER THE
17 DIRECTION OF WHOM THE BUSINESS AND AFFAIRS OF THE CORPORATION,
18 TRUST OR OTHER ASSOCIATION ARE MANAGED AND THE HOLDERS OR OWNERS
19 OF SHARES OR OTHER INTERESTS IN THE ASSOCIATION, RESPECTIVELY,
20 IRRESPECTIVE OF THE NAMES BY WHICH THE MANAGING GROUP AND THE
21 HOLDERS OR OWNERS OF SHARES OR OTHER INTERESTS ARE DESIGNATED.
22 § 8546. APPROVAL OF MERGER OR CONSOLIDATION.
23 (A) PREPARATION OF PLAN OF MERGER OR CONSOLIDATION.--A PLAN
24 OF MERGER OR CONSOLIDATION, AS THE CASE MAY BE, SHALL BE
25 PREPARED, SETTING FORTH:
26 (1) THE TERMS AND CONDITIONS OF THE MERGER OR
27 CONSOLIDATION.
28 (2) IF THE SURVIVING OR NEW PARTNERSHIP IS OR IS TO BE A
29 DOMESTIC LIMITED PARTNERSHIP:
30 (I) IN THE CASE OF A MERGER, ANY CHANGES DESIRED TO <--
19870S1200B2515 - 558 -
1 BE MADE IN THE CERTIFICATE OF LIMITED PARTNERSHIP OR
2 PARTNERSHIP AGREEMENT, WHICH MAY INCLUDE A RESTATEMENT OF
3 EITHER OR BOTH IN THE CASE OF A MERGER; OR <--
4 (II) IN THE CASE OF A CONSOLIDATION, ALL OF THE <--
5 STATEMENTS REQUIRED BY THIS CHAPTER TO BE SET FORTH IN A
6 RESTATED CERTIFICATE OF LIMITED PARTNERSHIP, AND THE
7 PROVISIONS OF THE PARTNERSHIP AGREEMENT.
8 (II) IN THE CASE OF A CONSOLIDATION: <--
9 (A) ALL OF THE STATEMENTS REQUIRED BY THIS
10 CHAPTER TO BE SET FORTH IN A RESTATED CERTIFICATE OF
11 LIMITED PARTNERSHIP; AND
12 (B) THE WRITTEN PROVISIONS, IF ANY, OF THE
13 PARTNERSHIP AGREEMENT.
14 (3) THE MANNER AND BASIS OF CONVERTING THE PARTNERSHIP
15 INTERESTS OF EACH LIMITED PARTNERSHIP INTO PARTNERSHIP
16 INTERESTS, SECURITIES OR OBLIGATIONS OF THE SURVIVING OR NEW
17 LIMITED PARTNERSHIP, AS THE CASE MAY BE, AND, IF ANY OF THE
18 PARTNERSHIP INTERESTS OF ANY OF THE LIMITED PARTNERSHIPS THAT
19 ARE PARTIES TO THE PLAN ARE NOT TO BE CONVERTED SOLELY INTO
20 PARTNERSHIP INTERESTS, SECURITIES OR OBLIGATIONS OF THE
21 SURVIVING OR NEW LIMITED PARTNERSHIP, THE PARTNERSHIP
22 INTERESTS, SECURITIES OR OBLIGATIONS OF ANY OTHER PERSON OR
23 CASH, PROPERTY OR RIGHTS THAT THE HOLDERS OF SUCH PARTNERSHIP
24 INTERESTS ARE TO RECEIVE IN EXCHANGE FOR, OR UPON CONVERSION
25 OF, SUCH PARTNERSHIP INTERESTS, AND THE SURRENDER OF ANY
26 CERTIFICATES EVIDENCING THEM, WHICH SECURITIES OR
27 OBLIGATIONS, IF ANY, OF ANY OTHER PERSON OR CASH, PROPERTY OR
28 RIGHTS MAY BE IN ADDITION TO OR IN LIEU OF THE PARTNERSHIP
29 INTERESTS, SECURITIES OR OBLIGATIONS OF THE SURVIVING OR NEW
30 LIMITED PARTNERSHIP.
19870S1200B2515 - 559 -
1 (4) SUCH OTHER PROVISIONS AS ARE DEEMED DESIRABLE.
2 ANY OF THE TERMS OF THE PLAN MAY BE MADE DEPENDENT UPON FACTS
3 ASCERTAINABLE OUTSIDE OF THE PLAN IF THE MANNER IN WHICH THE
4 FACTS WILL OPERATE UPON THE TERMS OF THE PLAN IS SET FORTH IN
5 THE PLAN.
6 (B) POST-ADOPTION AMENDMENT OF PLAN OF MERGER OR
7 CONSOLIDATION.--A PLAN OF MERGER OR CONSOLIDATION MAY CONTAIN A
8 PROVISION THAT THE GENERAL PARTNERS OF THE CONSTITUENT LIMITED
9 PARTNERSHIPS MAY AMEND THE PLAN AT ANY TIME PRIOR TO ITS
10 EFFECTIVE DATE, EXCEPT THAT AN AMENDMENT MADE SUBSEQUENT TO ANY
11 ADOPTION OF THE PLAN BY THE LIMITED PARTNERS OF ANY CONSTITUENT
12 LIMITED PARTNERSHIP SHALL NOT CHANGE:
13 (1) THE AMOUNT OR KIND OF PARTNERSHIP INTERESTS,
14 OBLIGATIONS, CASH, PROPERTY OR RIGHTS TO BE RECEIVED IN
15 EXCHANGE FOR OR ON CONVERSION OF ALL OR ANY OF THE
16 PARTNERSHIP INTERESTS OF THE CONSTITUENT LIMITED PARTNERSHIP.
17 (2) ANY TERM OF THE CERTIFICATE OF LIMITED PARTNERSHIP
18 OR PARTNERSHIP AGREEMENT OF THE SURVIVING OR NEW LIMITED
19 PARTNERSHIP TO BE EFFECTED BY THE MERGER OR CONSOLIDATION.
20 (3) ANY OF THE TERMS AND CONDITIONS OF THE PLAN IF THE
21 CHANGE WOULD ADVERSELY AFFECT THE HOLDERS OF ANY PARTNERSHIP
22 INTERESTS OF THE CONSTITUENT LIMITED PARTNERSHIP.
23 (C) PROPOSAL OF MERGER OR CONSOLIDATION.--EVERY MERGER OR
24 CONSOLIDATION SHALL BE PROPOSED IN THE CASE OF EACH DOMESTIC
25 LIMITED PARTNERSHIP BY THE ADOPTION BY THE GENERAL PARTNERS OF A
26 RESOLUTION APPROVING THE PLAN OF MERGER OR CONSOLIDATION. EXCEPT
27 WHERE THE APPROVAL OF THE LIMITED PARTNERS IS UNNECESSARY UNDER
28 THIS SUBCHAPTER OR THE PARTNERSHIP AGREEMENT, THE GENERAL
29 PARTNERS SHALL SUBMIT THE PLAN TO A VOTE OF THE LIMITED PARTNERS
30 ENTITLED TO VOTE THEREON AT A REGULAR OR SPECIAL MEETING OF THE
19870S1200B2515 - 560 -
1 LIMITED PARTNERS.
2 (D) PARTY TO PLAN.--A LIMITED PARTNERSHIP THAT APPROVES A
3 PLAN IN ITS CAPACITY AS A PARTNER OR CREDITOR OF A MERGING OR
4 CONSOLIDATING LIMITED PARTNERSHIP, OR THAT FURNISHES ALL OR A
5 PART OF THE CONSIDERATION CONTEMPLATED BY A PLAN, DOES NOT
6 THEREBY BECOME A PARTY TO THE PLAN FOR THE PURPOSES OF THIS
7 SUBCHAPTER.
8 (E) NOTICE OF MEETING OF LIMITED PARTNERS.--NOTWITHSTANDING
9 ANY OTHER PROVISION OF THE PARTNERSHIP AGREEMENT, WRITTEN NOTICE
10 OF THE MEETING OF LIMITED PARTNERS CALLED FOR THE PURPOSE OF
11 CONSIDERING THE PROPOSED PLAN SHALL BE GIVEN TO EACH LIMITED
12 PARTNER OF RECORD, WHETHER OR NOT ENTITLED TO VOTE THEREON, OF
13 EACH DOMESTIC LIMITED PARTNERSHIP THAT IS A PARTY TO THE PLAN.
14 THERE SHALL BE INCLUDED IN, OR ENCLOSED WITH, THE NOTICE A COPY
15 OF THE PROPOSED PLAN OR A SUMMARY THEREOF.
16 (F) ADOPTION OF PLAN BY LIMITED PARTNERS.--THE PLAN OF
17 MERGER OR CONSOLIDATION SHALL BE ADOPTED UPON RECEIVING A
18 MAJORITY OF THE VOTES CAST BY ALL LIMITED PARTNERS, IF ANY,
19 ENTITLED TO VOTE THEREON OF EACH OF THE DOMESTIC LIMITED
20 PARTNERSHIPS THAT IS A PARTY TO THE PLAN AND, IF ANY CLASS OF
21 LIMITED PARTNERS IS ENTITLED TO VOTE THEREON AS A CLASS, A
22 MAJORITY OF THE VOTES CAST IN EACH CLASS VOTE. A PROPOSED PLAN
23 OF MERGER OR CONSOLIDATION SHALL NOT BE DEEMED TO HAVE BEEN
24 ADOPTED BY THE LIMITED PARTNERSHIP UNLESS IT HAS ALSO BEEN
25 APPROVED BY THE GENERAL PARTNERS, REGARDLESS OF THE FACT THAT
26 THE GENERAL PARTNERS HAVE DIRECTED OR SUFFERED THE SUBMISSION OF
27 THE PLAN TO THE LIMITED PARTNERS FOR ACTION.
28 (G) ADOPTION BY GENERAL PARTNERS.--
29 (1) UNLESS OTHERWISE REQUIRED BY THE PARTNERSHIP
30 AGREEMENT, A PLAN OF MERGER OR CONSOLIDATION SHALL NOT
19870S1200B2515 - 561 -
1 REQUIRE THE APPROVAL OF THE LIMITED PARTNERS OF A LIMITED
2 PARTNERSHIP IF:
3 (I) THE PLAN, WHETHER OR NOT THE LIMITED PARTNERSHIP
4 IS THE SURVIVING LIMITED PARTNERSHIP, DOES NOT ALTER THE
5 STATUS OF THE LIMITED PARTNERSHIP AS A DOMESTIC LIMITED
6 PARTNERSHIP OR ALTER IN ANY RESPECT THE PROVISIONS OF ITS
7 CERTIFICATE OF LIMITED PARTNERSHIP OR PARTNERSHIP
8 AGREEMENT, EXCEPT CHANGES THAT MAY BE MADE WITHOUT ACTION
9 BY THE LIMITED PARTNERS; AND
10 (II) EACH PARTNERSHIP INTEREST OUTSTANDING
11 IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF THE MERGER OR
12 CONSOLIDATION IS TO CONTINUE AS OR TO BE CONVERTED INTO,
13 EXCEPT AS MAY BE OTHERWISE AGREED BY THE HOLDER THEREOF,
14 AN IDENTICAL PARTNERSHIP INTEREST IN THE SURVIVING OR NEW
15 LIMITED PARTNERSHIP AFTER THE EFFECTIVE DATE OF THE
16 MERGER OR CONSOLIDATION.
17 (2) IF A MERGER OR CONSOLIDATION IS EFFECTED PURSUANT TO
18 PARAGRAPH (1), THE PLAN OF MERGER OR CONSOLIDATION SHALL BE
19 DEEMED ADOPTED BY THE LIMITED PARTNERSHIP WHEN IT HAS BEEN
20 ADOPTED BY THE GENERAL PARTNERS PURSUANT TO SUBSECTION (C).
21 (H) TERMINATION OF PLAN.--PRIOR TO THE TIME WHEN A MERGER OR
22 CONSOLIDATION BECOMES EFFECTIVE, THE MERGER OR CONSOLIDATION MAY
23 BE TERMINATED PURSUANT TO PROVISIONS THEREFOR, IF ANY, SET FORTH
24 IN THE PLAN. IF A CERTIFICATE OF MERGER OR CONSOLIDATION HAS
25 BEEN FILED IN THE DEPARTMENT PRIOR TO THE TERMINATION, A
26 STATEMENT CERTIFICATE OF TERMINATION EXECUTED BY EACH LIMITED <--
27 PARTNERSHIP THAT IS A PARTY TO THE PLAN, UNLESS THE PLAN PERMITS
28 TERMINATION BY LESS THAN ALL OF THE LIMITED PARTNERSHIPS, IN
29 WHICH CASE THE STATEMENT CERTIFICATE SHALL BE EXECUTED ON BEHALF <--
30 OF THE LIMITED PARTNERSHIP EXERCISING THE RIGHT TO TERMINATE,
19870S1200B2515 - 562 -
1 SHALL BE FILED IN THE DEPARTMENT. THE STATEMENT CERTIFICATE OF <--
2 TERMINATION SHALL SET FORTH:
3 (1) A COPY OF THE CERTIFICATE OF MERGER OR CONSOLIDATION
4 RELATING TO THE PLAN THAT IS TERMINATED.
5 (2) A STATEMENT THAT THE PLAN HAS BEEN TERMINATED IN
6 ACCORDANCE WITH THE PROVISIONS THEREFOR SET FORTH THEREIN.
7 SEE SECTIONS 134 (RELATING TO DOCKETING STATEMENT), 138
8 (RELATING TO STATEMENT OF CORRECTION) AND 8514 (RELATING TO
9 EXECUTION OF CERTIFICATES AND STATEMENTS). <--
10 (I) AUTHORIZATION BY FOREIGN LIMITED PARTNERSHIPS.--THE PLAN
11 OF MERGER OR CONSOLIDATION SHALL BE AUTHORIZED, ADOPTED OR
12 APPROVED BY EACH FOREIGN LIMITED PARTNERSHIP THAT DESIRES TO
13 MERGE OR CONSOLIDATE IN ACCORDANCE WITH THE LAWS OF THE
14 JURISDICTION IN WHICH IT IS ORGANIZED.
15 § 8547. CERTIFICATE OF MERGER OR CONSOLIDATION.
16 (A) GENERAL RULE.--UPON THE ADOPTION OF THE PLAN OF MERGER
17 OR CONSOLIDATION BY THE LIMITED PARTNERSHIPS DESIRING TO MERGE
18 OR CONSOLIDATE, AS PROVIDED IN THIS SUBCHAPTER, A CERTIFICATE OF
19 MERGER OR A CERTIFICATE OF CONSOLIDATION, AS THE CASE MAY BE,
20 SHALL BE EXECUTED BY EACH LIMITED PARTNERSHIP AND SHALL, SUBJECT
21 TO SECTION 109 (RELATING TO NAME OF COMMERCIAL REGISTERED OFFICE
22 PROVIDER IN LIEU OF REGISTERED ADDRESS), SET FORTH:
23 (1) THE NAME AND THE LOCATION OF THE REGISTERED OFFICE,
24 INCLUDING STREET AND NUMBER, IF ANY, OF THE DOMESTIC
25 SURVIVING OR NEW LIMITED PARTNERSHIP OR, IN THE CASE OF A
26 FOREIGN SURVIVING OR NEW LIMITED PARTNERSHIP, THE NAME OF THE
27 LIMITED PARTNERSHIP AND ITS JURISDICTION OF ORGANIZATION,
28 TOGETHER WITH EITHER OF THE FOLLOWING:
29 (I) IF A QUALIFIED FOREIGN LIMITED PARTNERSHIP, THE
30 ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF ITS
19870S1200B2515 - 563 -
1 REGISTERED OFFICE IN THIS COMMONWEALTH.
2 (II) IF A NONQUALIFIED FOREIGN LIMITED PARTNERSHIP,
3 THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF ITS
4 PRINCIPAL OFFICE UNDER THE LAWS OF THE JURISDICTION IN
5 WHICH IT IS ORGANIZED.
6 (2) THE NAME AND ADDRESS, INCLUDING STREET AND NUMBER,
7 IF ANY, OF THE REGISTERED OFFICE OF EACH OTHER DOMESTIC
8 LIMITED PARTNERSHIP AND QUALIFIED FOREIGN LIMITED PARTNERSHIP
9 THAT IS A PARTY TO THE PLAN.
10 (3) IF THE PLAN IS TO BE EFFECTIVE ON A SPECIFIED DATE,
11 THE HOUR, IF ANY, AND THE MONTH, DAY AND YEAR OF THE
12 EFFECTIVE DATE.
13 (4) THE MANNER IN WHICH THE PLAN WAS ADOPTED BY EACH
14 DOMESTIC LIMITED PARTNERSHIP AND, IF ONE OR MORE FOREIGN
15 LIMITED PARTNERSHIPS ARE PARTIES TO THE PLAN, THE FACT THAT
16 THE PLAN WAS AUTHORIZED, ADOPTED OR APPROVED, AS THE CASE MAY
17 BE, BY EACH OF THE FOREIGN LIMITED PARTNERSHIPS IN ACCORDANCE
18 WITH THE LAWS OF THE JURISDICTION IN WHICH IT IS ORGANIZED.
19 (5) EXCEPT AS PROVIDED IN SUBSECTION (B), THE PLAN OF
20 MERGER OR CONSOLIDATION.
21 (B) OMISSION OF CERTAIN PROVISIONS OF PLAN OF MERGER OR
22 CONSOLIDATION.--A CERTIFICATE OF MERGER OR CONSOLIDATION MAY
23 OMIT ALL PROVISIONS OF THE PLAN OF MERGER OR CONSOLIDATION
24 EXCEPT PROVISIONS, IF ANY, THAT ARE INTENDED TO AMEND OR
25 CONSTITUTE THE OPERATIVE PROVISIONS OF THE CERTIFICATE OF
26 LIMITED PARTNERSHIP OF A LIMITED PARTNERSHIP AS IN EFFECT
27 SUBSEQUENT TO THE EFFECTIVE DATE OF THE PLAN, IF THE CERTIFICATE
28 OF MERGER OR CONSOLIDATION STATES THAT THE FULL TEXT OF THE PLAN
29 IS ON FILE AT THE PRINCIPAL PLACE OF BUSINESS OF THE SURVIVING
30 OR NEW LIMITED PARTNERSHIP AND STATES THE ADDRESS THEREOF. A
19870S1200B2515 - 564 -
1 LIMITED PARTNERSHIP THAT TAKES ADVANTAGE OF THIS SUBSECTION
2 SHALL FURNISH A COPY OF THE FULL TEXT OF THE PLAN, ON REQUEST
3 AND WITHOUT COST, TO ANY PARTNER OF ANY LIMITED PARTNERSHIP THAT
4 WAS A PARTY TO THE PLAN AND, UNLESS ALL PARTIES TO THE PLAN HAD
5 FEWER THAN 30 PARTNERS EACH, ON REQUEST AND AT COST TO ANY OTHER
6 PERSON.
7 (C) FILING OF CERTIFICATE OF MERGER OR CONSOLIDATION.--THE
8 CERTIFICATE OF MERGER OR CERTIFICATE OF CONSOLIDATION, AS THE
9 CASE MAY BE, AND THE CERTIFICATES OR STATEMENT, IF ANY, REQUIRED
10 BY SECTION 139 (RELATING TO TAX CLEARANCE OF CERTAIN FUNDAMENTAL
11 TRANSACTIONS) SHALL BE FILED IN THE DEPARTMENT.
12 (D) CROSS REFERENCES.--SEE SECTIONS 134 (RELATING TO
13 DOCKETING STATEMENT) AND 8514 (RELATING TO EXECUTION OF
14 CERTIFICATES AND STATEMENTS). <--
15 § 8548. EFFECTIVE DATE OF MERGER OR CONSOLIDATION.
16 UPON THE FILING OF THE CERTIFICATE OF MERGER OR THE
17 CERTIFICATE OF CONSOLIDATION IN THE DEPARTMENT OF STATE OR UPON
18 THE EFFECTIVE DATE SPECIFIED IN THE PLAN OF MERGER OR
19 CONSOLIDATION, WHICHEVER IS LATER, THE MERGER OR CONSOLIDATION
20 SHALL BE EFFECTIVE. THE MERGER OR CONSOLIDATION OF ONE OR MORE
21 DOMESTIC LIMITED PARTNERSHIPS INTO A FOREIGN LIMITED PARTNERSHIP
22 SHALL BE EFFECTIVE ACCORDING TO THE PROVISIONS OF LAW OF THE
23 JURISDICTION IN WHICH THE FOREIGN LIMITED PARTNERSHIP IS
24 ORGANIZED, BUT NOT UNTIL A CERTIFICATE OF MERGER OR CERTIFICATE
25 OF CONSOLIDATION HAS BEEN ADOPTED AND FILED, AS PROVIDED IN THIS
26 SUBCHAPTER.
27 § 8549. EFFECT OF MERGER OR CONSOLIDATION.
28 (A) SINGLE SURVIVING OR NEW LIMITED PARTNERSHIP.--UPON THE
29 MERGER OR CONSOLIDATION BECOMING EFFECTIVE, THE SEVERAL LIMITED
30 PARTNERSHIPS PARTIES TO THE PLAN OF MERGER OR CONSOLIDATION
19870S1200B2515 - 565 -
1 SHALL BE A SINGLE LIMITED PARTNERSHIP WHICH, IN THE CASE OF A
2 MERGER, SHALL BE THE LIMITED PARTNERSHIP DESIGNATED IN THE PLAN
3 OF MERGER AS THE SURVIVING LIMITED PARTNERSHIP AND, IN THE CASE
4 OF A CONSOLIDATION, SHALL BE THE NEW LIMITED PARTNERSHIP
5 PROVIDED FOR IN THE PLAN OF CONSOLIDATION. THE SEPARATE
6 EXISTENCE OF ALL LIMITED PARTNERSHIPS PARTIES TO THE PLAN OF
7 MERGER OR CONSOLIDATION SHALL CEASE, EXCEPT THAT OF THE
8 SURVIVING LIMITED PARTNERSHIP, IN THE CASE OF A MERGER. THE <--
9 SURVIVING OR NEW LIMITED PARTNERSHIP, AS THE CASE MAY BE, IF IT
10 IS A DOMESTIC LIMITED PARTNERSHIP, SHALL NOT THEREBY ACQUIRE
11 AUTHORITY TO ENGAGE IN ANY BUSINESS OR EXERCISE ANY RIGHT THAT A
12 LIMITED PARTNERSHIP MAY NOT BE ORGANIZED UNDER THIS CHAPTER TO
13 ENGAGE IN OR EXERCISE.
14 (B) PROPERTY RIGHTS.--ALL THE PROPERTY, REAL, PERSONAL AND
15 MIXED, AND FRANCHISES OF EACH OF THE LIMITED PARTNERSHIPS <--
16 PARTIES TO THE PLAN OF MERGER OR CONSOLIDATION, AND ALL DEBTS
17 DUE ON WHATEVER ACCOUNT TO ANY OF THEM, AS WELL AS ALL OTHER
18 THINGS AND CAUSES OF ACTION BELONGING TO ANY OF THEM, SHALL BE
19 DEEMED TO BE TRANSFERRED TO AND VESTED IN THE SURVIVING OR NEW
20 LIMITED PARTNERSHIP, AS THE CASE MAY BE, WITHOUT FURTHER ACTION,
21 AND THE TITLE TO ANY REAL ESTATE, OR ANY INTEREST THEREIN,
22 VESTED IN ANY OF THE LIMITED PARTNERSHIPS SHALL NOT REVERT OR BE
23 IN ANY WAY IMPAIRED BY REASON OF THE MERGER OR CONSOLIDATION.
24 THE SURVIVING OR NEW LIMITED PARTNERSHIP SHALL THENCEFORTH BE
25 RESPONSIBLE FOR ALL THE LIABILITIES OF EACH OF THE LIMITED
26 PARTNERSHIPS SO MERGED OR CONSOLIDATED. LIENS UPON THE PROPERTY
27 OF THE MERGING OR CONSOLIDATING LIMITED PARTNERSHIPS SHALL NOT
28 BE IMPAIRED BY THE MERGER OR CONSOLIDATION, AND ANY CLAIM
29 EXISTING OR ACTION OR PROCEEDING PENDING BY OR AGAINST ANY OF
30 THE LIMITED PARTNERSHIPS MAY BE PROSECUTED TO JUDGMENT AS IF THE
19870S1200B2515 - 566 -
1 MERGER OR CONSOLIDATION HAD NOT TAKEN PLACE OR THE SURVIVING OR
2 NEW LIMITED PARTNERSHIP MAY BE PROCEEDED AGAINST OR SUBSTITUTED
3 IN ITS PLACE.
4 (C) TAXES.--ANY TAXES, PENALTIES AND PUBLIC ACCOUNTS OF THE
5 COMMONWEALTH CLAIMED AGAINST ANY OF THE MERGING OR CONSOLIDATING
6 LIMITED PARTNERSHIPS BUT NOT SETTLED, ASSESSED OR DETERMINED
7 PRIOR TO THE MERGER OR CONSOLIDATION SHALL BE SETTLED, ASSESSED
8 OR DETERMINED AGAINST THE SURVIVING OR NEW LIMITED PARTNERSHIP
9 AND, TOGETHER WITH INTEREST THEREON, SHALL BE A LIEN AGAINST THE
10 FRANCHISES AND PROPERTY, BOTH REAL AND PERSONAL, OF THE <--
11 SURVIVING OR NEW LIMITED PARTNERSHIP.
12 (D) CERTIFICATE OF LIMITED PARTNERSHIP.--IN THE CASE OF A
13 MERGER, THE CERTIFICATE OF LIMITED PARTNERSHIP OF THE SURVIVING
14 DOMESTIC LIMITED PARTNERSHIP, IF ANY, SHALL BE DEEMED TO BE
15 AMENDED TO THE EXTENT, IF ANY, THAT CHANGES IN ITS CERTIFICATE
16 OF LIMITED PARTNERSHIP ARE STATED IN THE PLAN OF MERGER. IN THE
17 CASE OF A CONSOLIDATION INTO A DOMESTIC LIMITED PARTNERSHIP, THE
18 STATEMENTS THAT ARE SET FORTH IN THE PLAN OF CONSOLIDATION, OR
19 CERTIFICATE OF LIMITED PARTNERSHIP SET FORTH THEREIN, SHALL BE
20 DEEMED TO BE THE CERTIFICATE OF LIMITED PARTNERSHIP OF THE NEW
21 LIMITED PARTNERSHIP.
22 SUBCHAPTER G
23 DISTRIBUTIONS AND WITHDRAWAL
24 SEC.
25 8551. INTERIM DISTRIBUTIONS.
26 8552. VOLUNTARY WITHDRAWAL OF GENERAL PARTNER.
27 8553. VOLUNTARY WITHDRAWAL OF LIMITED PARTNER.
28 8554. DISTRIBUTION UPON WITHDRAWAL.
29 8555. DISTRIBUTION IN KIND.
30 8556. RIGHT TO DISTRIBUTION.
19870S1200B2515 - 567 -
1 8557. LIMITATIONS ON DISTRIBUTION.
2 8558. LIABILITY UPON RETURN OF CONTRIBUTION.
3 § 8551. INTERIM DISTRIBUTIONS.
4 EXCEPT AS PROVIDED IN THIS SUBCHAPTER, A PARTNER IS ENTITLED
5 TO RECEIVE DISTRIBUTIONS FROM A LIMITED PARTNERSHIP BEFORE HIS
6 WITHDRAWAL FROM THE LIMITED PARTNERSHIP AND BEFORE THE
7 DISSOLUTION AND WINDING UP THEREOF TO THE EXTENT AND AT THE
8 TIMES OR UPON THE HAPPENING OF THE EVENTS SPECIFIED IN THE
9 PARTNERSHIP AGREEMENT.
10 § 8552. VOLUNTARY WITHDRAWAL OF GENERAL PARTNER.
11 (A) GENERAL RULE.--A GENERAL PARTNER MAY WITHDRAW FROM A
12 LIMITED PARTNERSHIP AT ANY TIME BY GIVING WRITTEN NOTICE TO THE
13 OTHER PARTNERS BUT, IF THE PARTNERSHIP AGREEMENT PROHIBITS THE
14 WITHDRAWAL OF THE GENERAL PARTNER OR THE WITHDRAWAL OTHERWISE
15 VIOLATES THE PARTNERSHIP AGREEMENT, THE LIMITED PARTNERSHIP MAY
16 RECOVER FROM THE WITHDRAWING GENERAL PARTNER DAMAGES FOR BREACH
17 OF THE PARTNERSHIP AGREEMENT AND OFFSET THE DAMAGES AGAINST THE
18 AMOUNT OTHERWISE DISTRIBUTABLE TO HIM.
19 (B) CROSS REFERENCE.--SEE SECTION 8512(B) (RELATING TO
20 EVENTS REQUIRING AMENDMENT).
21 § 8553. VOLUNTARY WITHDRAWAL OF LIMITED PARTNER.
22 (A) GENERAL RULE.--A LIMITED PARTNER MAY WITHDRAW FROM A
23 LIMITED PARTNERSHIP AT THE TIME OR UPON THE HAPPENING OF EVENTS
24 SPECIFIED IN WRITING IN THE PARTNERSHIP AGREEMENT. IF THE
25 PARTNERSHIP AGREEMENT DOES NOT SPECIFY IN WRITING THE TIME OR
26 THE EVENTS UPON THE HAPPENING OF WHICH A LIMITED PARTNER MAY
27 WITHDRAW OR A DEFINITE TIME FOR THE DISSOLUTION AND WINDING UP
28 OF THE LIMITED PARTNERSHIP, A LIMITED PARTNER MAY WITHDRAW UPON
29 NOT LESS THAN SIX MONTHS' PRIOR WRITTEN NOTICE TO EACH GENERAL
30 PARTNER AT HIS ADDRESS ON THE BOOKS OF THE LIMITED PARTNERSHIP.
19870S1200B2515 - 568 -
1 (B) PROHIBITION OF WITHDRAWAL.--THE PARTNERSHIP AGREEMENT
2 MAY PROVIDE THAT A LIMITED PARTNER MAY NOT WITHDRAW FROM THE
3 LIMITED PARTNERSHIP OR ASSIGN A PARTNERSHIP INTEREST IN THE
4 LIMITED PARTNERSHIP PRIOR TO THE DISSOLUTION AND WINDING UP OF
5 THE LIMITED PARTNERSHIP.
6 § 8554. DISTRIBUTION UPON WITHDRAWAL.
7 EXCEPT AS PROVIDED IN THIS SUBCHAPTER, UPON WITHDRAWAL ANY
8 WITHDRAWING PARTNER IS ENTITLED TO RECEIVE ANY DISTRIBUTION TO
9 WHICH HE IS ENTITLED UNDER THE PARTNERSHIP AGREEMENT AND, EXCEPT
10 AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, HE IS
11 ENTITLED TO RECEIVE, WITHIN A REASONABLE TIME AFTER WITHDRAWAL,
12 THE FAIR VALUE OF HIS INTEREST IN THE LIMITED PARTNERSHIP AS OF
13 THE DATE OF WITHDRAWAL BASED UPON HIS RIGHT TO SHARE IN
14 DISTRIBUTIONS FROM THE LIMITED PARTNERSHIP.
15 § 8555. DISTRIBUTION IN KIND.
16 EXCEPT AS OTHERWISE PROVIDED IN WRITING IN THE PARTNERSHIP
17 AGREEMENT, A PARTNER DOES NOT HAVE THE RIGHT TO DEMAND AND
18 RECEIVE ANY DISTRIBUTION FROM A LIMITED PARTNERSHIP IN ANY FORM
19 OTHER THAN CASH, REGARDLESS OF THE NATURE OF HIS CONTRIBUTION.
20 EXCEPT AS OTHERWISE PROVIDED IN WRITING IN THE PARTNERSHIP
21 AGREEMENT, A PARTNER MAY NOT BE COMPELLED TO ACCEPT A
22 DISTRIBUTION OF ANY ASSET IN KIND FROM A LIMITED PARTNERSHIP TO
23 THE EXTENT THAT THE PERCENTAGE OF THE ASSET DISTRIBUTED TO HIM
24 EXCEEDS A PERCENTAGE OF THAT ASSET THAT IS EQUAL TO THE
25 PERCENTAGE IN WHICH HE SHARES IN DISTRIBUTIONS FROM THE LIMITED
26 PARTNERSHIP.
27 § 8556. RIGHT TO DISTRIBUTION.
28 (A) GENERAL RULE.--EXCEPT AS OTHERWISE PROVIDED IN THE
29 PARTNERSHIP AGREEMENT, AT THE TIME A PARTNER BECOMES ENTITLED TO
30 RECEIVE A DISTRIBUTION, HE HAS THE STATUS OF, AND IS ENTITLED TO
19870S1200B2515 - 569 -
1 ALL REMEDIES AVAILABLE TO, A CREDITOR OF THE LIMITED PARTNERSHIP
2 WITH RESPECT TO THE DISTRIBUTION.
3 (B) RECORD DATE.--THE PARTNERSHIP AGREEMENT MAY PROVIDE FOR
4 THE ESTABLISHMENT OF A RECORD DATE WITH RESPECT TO ALLOCATIONS
5 AND DISTRIBUTIONS BY A LIMITED PARTNERSHIP.
6 § 8557. LIMITATIONS ON DISTRIBUTION.
7 A PARTNER MAY NOT RECEIVE A DISTRIBUTION FROM A LIMITED
8 PARTNERSHIP TO THE EXTENT THAT, AFTER GIVING EFFECT TO THE
9 DISTRIBUTION, ALL LIABILITIES OF THE LIMITED PARTNERSHIP, OTHER
10 THAN LIABILITIES TO PARTNERS ON ACCOUNT OF THEIR PARTNERSHIP
11 INTERESTS AND LIABILITIES AS TO WHICH RECOURSE OF CREDITORS IS
12 LIMITED TO SPECIFIED PROPERTY OF THE LIMITED PARTNERSHIP, EXCEED
13 THE FAIR VALUE OF THE PARTNERSHIP ASSETS. THE FAIR VALUE OF ANY
14 PROPERTY THAT IS SUBJECT TO A LIABILITY AS TO WHICH RECOURSE OF
15 CREDITORS IS SO LIMITED SHALL BE INCLUDED IN THE PARTNERSHIP
16 ASSETS ONLY TO THE EXTENT THAT THE FAIR VALUE OF THE PROPERTY
17 EXCEEDS THAT LIABILITY.
18 § 8558. LIABILITY UPON RETURN OF CONTRIBUTION.
19 (A) GENERAL RULE.--IF A GENERAL PARTNER HAS RECEIVED THE
20 RETURN OF ANY PART OF HIS CONTRIBUTION WITHOUT VIOLATION OF THE
21 PARTNERSHIP AGREEMENT OR THIS CHAPTER, HE IS LIABLE TO THE
22 LIMITED PARTNERSHIP FOR A PERIOD OF ONE YEAR THEREAFTER FOR THE
23 AMOUNT OF THE RETURNED CONTRIBUTION BUT ONLY TO THE EXTENT
24 NECESSARY TO DISCHARGE THE LIABILITIES OF THE LIMITED
25 PARTNERSHIP TO CREDITORS WHO EXTENDED CREDIT TO THE LIMITED
26 PARTNERSHIP DURING THE PERIOD THE CONTRIBUTION WAS HELD BY THE
27 PARTNERSHIP.
28 (B) UNLAWFUL DISTRIBUTIONS.--IF A PARTNER HAS RECEIVED THE
29 RETURN OF ANY PART OR HIS CONTRIBUTION IN VIOLATION OF THE
30 PARTNERSHIP AGREEMENT OR THIS CHAPTER, HE IS LIABLE TO THE
19870S1200B2515 - 570 -
1 LIMITED PARTNERSHIP FOR A PERIOD OF SIX FOUR YEARS THEREAFTER <--
2 FOR THE AMOUNT OF THE CONTRIBUTION WRONGFULLY RETURNED.
3 (C) DETERMINATION OF RETURN OF CONTRIBUTION.--A PARTNER
4 RECEIVES A RETURN OF HIS CONTRIBUTION TO THE EXTENT THAT A
5 DISTRIBUTION TO HIM REDUCES HIS SHARE OF THE FAIR VALUE OF THE
6 NET ASSETS OF THE LIMITED PARTNERSHIP, AS DETERMINED UNDER
7 SECTION 8557 (RELATING TO LIMITATIONS ON DISTRIBUTION), BELOW
8 THE VALUE (AS STATED OR DETERMINED IN THE MANNER PROVIDED IN THE
9 PARTNERSHIP AGREEMENT, IF STATED OR PROVIDED FOR THEREIN) OF HIS
10 CONTRIBUTION (TO THE EXTENT IT HAS BEEN RECEIVED BY THE LIMITED
11 PARTNERSHIP) THAT HAS NOT BEEN DISTRIBUTED TO HIM, AND OTHERWISE
12 TO THE EXTENT OF THE FAIR VALUE OF THE DISTRIBUTION.
13 SUBCHAPTER H
14 ASSIGNMENT OF PARTNERSHIP INTERESTS
15 SEC.
16 8561. NATURE OF PARTNERSHIP INTEREST.
17 8562. ASSIGNMENT OF PARTNERSHIP INTEREST.
18 8563. RIGHTS OF CREDITOR.
19 8564. RIGHT OF ASSIGNEE TO BECOME LIMITED PARTNER.
20 8565. POWER OF ESTATE OF DECEASED OR INCOMPETENT PARTNER.
21 § 8561. NATURE OF PARTNERSHIP INTEREST.
22 A PARTNERSHIP INTEREST IS PERSONAL PROPERTY.
23 § 8562. ASSIGNMENT OF PARTNERSHIP INTEREST.
24 (A) GENERAL RULE.--EXCEPT AS OTHERWISE PROVIDED IN THE
25 PARTNERSHIP AGREEMENT:
26 (1) A PARTNERSHIP INTEREST IS ASSIGNABLE IN WHOLE OR IN
27 PART;
28 (2) AN ASSIGNMENT OF A PARTNERSHIP INTEREST DOES NOT
29 DISSOLVE A LIMITED PARTNERSHIP OR ENTITLE THE ASSIGNEE TO
30 BECOME OR TO EXERCISE ANY RIGHTS OF A PARTNER;
19870S1200B2515 - 571 -
1 (3) AN ASSIGNMENT ENTITLES THE ASSIGNEE TO SHARE IN SUCH
2 PROFITS AND LOSSES, TO RECEIVE SUCH DISTRIBUTIONS, AND TO
3 RECEIVE SUCH ALLOCATIONS OF INCOME, GAIN, LOSS, DEDUCTION, OR
4 CREDIT OR SIMILAR ITEM TO WHICH THE ASSIGNOR WAS ENTITLED, TO
5 THE EXTENT ASSIGNED; AND
6 (4) A PARTNER CEASES TO BE A PARTNER AND TO HAVE THE
7 POWER TO EXERCISE ANY RIGHTS OR POWERS OF A PARTNER UPON
8 ASSIGNMENT OF ALL OF HIS PARTNERSHIP INTEREST.
9 (B) CERTIFICATE OF PARTNERSHIP INTEREST.--THE PARTNERSHIP
10 AGREEMENT MAY PROVIDE THAT A PARTNER'S INTEREST IN A LIMITED
11 PARTNERSHIP MAY BE EVIDENCED BY A CERTIFICATE OF PARTNERSHIP
12 INTEREST ISSUED BY THE LIMITED PARTNERSHIP AND MAY ALSO PROVIDE
13 FOR THE ASSIGNMENT OR TRANSFER OF ANY PARTNERSHIP INTEREST
14 REPRESENTED BY SUCH A CERTIFICATE AND MAKE OTHER PROVISIONS WITH
15 RESPECT TO SUCH CERTIFICATES.
16 (C) EFFECT OF ASSIGNMENT.--EXCEPT AS OTHERWISE PROVIDED IN
17 THE PARTNERSHIP AGREEMENT AND EXCEPT TO THE EXTENT ASSUMED BY
18 AGREEMENT, UNTIL AN ASSIGNEE OF A PARTNERSHIP INTEREST BECOMES A
19 PARTNER, THE ASSIGNEE SHALL NOT BE LIABLE AS A PARTNER SOLELY AS
20 A RESULT OF THE ASSIGNMENT.
21 § 8563. RIGHTS OF CREDITOR.
22 ON APPLICATION TO A COURT OF COMPETENT JURISDICTION BY ANY
23 JUDGMENT CREDITOR OF A PARTNER, THE COURT MAY CHARGE THE
24 PARTNERSHIP INTEREST OF THE PARTNER WITH PAYMENT OF THE
25 UNSATISFIED AMOUNT OF THE JUDGMENT WITH INTEREST. TO THE EXTENT
26 SO CHARGED, THE JUDGMENT CREDITOR HAS ONLY THE RIGHTS OF AN
27 ASSIGNEE OF THE PARTNERSHIP INTEREST. THIS CHAPTER DOES NOT
28 DEPRIVE ANY PARTNER OF THE BENEFIT OF ANY EXEMPTION LAWS
29 APPLICABLE TO HIS PARTNERSHIP INTEREST.
30 § 8564. RIGHT OF ASSIGNEE TO BECOME LIMITED PARTNER.
19870S1200B2515 - 572 -
1 (A) GENERAL RULE.--AN ASSIGNEE OF A PARTNERSHIP INTEREST,
2 INCLUDING AN ASSIGNEE OF A GENERAL PARTNER, MAY BECOME A LIMITED
3 PARTNER:
4 (1) IF AND TO THE EXTENT THAT THE ASSIGNOR GIVES THE
5 ASSIGNEE THAT RIGHT IN ACCORDANCE WITH AUTHORITY DESCRIBED IN
6 THE PARTNERSHIP AGREEMENT;
7 (2) IF AND TO THE EXTENT THAT ALL OTHER PARTNERS
8 CONSENT; OR
9 (3) AT THE TIME OR UPON THE HAPPENING OF EVENTS
10 SPECIFIED IN THE PARTNERSHIP AGREEMENT.
11 (B) EFFECT OF ADMISSION OF ASSIGNEE GENERALLY.--AN ASSIGNEE
12 WHO HAS BECOME A LIMITED PARTNER HAS, TO THE EXTENT ASSIGNED,
13 THE RIGHTS AND POWERS, AND IS SUBJECT TO THE RESTRICTIONS AND
14 LIABILITIES, OF A LIMITED PARTNER UNDER THE PARTNERSHIP
15 AGREEMENT AND THIS CHAPTER. AN ASSIGNEE WHO BECOMES A LIMITED
16 PARTNER ALSO IS LIABLE FOR THE OBLIGATIONS OF HIS ASSIGNOR TO
17 MAKE AND RETURN CONTRIBUTIONS AS PROVIDED IN SUBCHAPTER E
18 (RELATING TO FINANCE) AND SUBCHAPTER G (RELATING TO
19 DISTRIBUTIONS AND WITHDRAWAL). HOWEVER, THE ASSIGNEE IS NOT
20 OBLIGATED FOR LIABILITIES UNKNOWN TO THE ASSIGNEE AT THE TIME HE
21 BECAME A LIMITED PARTNER.
22 (C) LIABILITY OF ASSIGNOR.--IF AN ASSIGNEE OF A PARTNERSHIP
23 INTEREST BECOMES A LIMITED PARTNER, THE ASSIGNOR IS NOT RELEASED
24 FROM HIS LIABILITY TO THE LIMITED PARTNERSHIP UNDER SECTIONS
25 8516 (RELATING TO LIABILITY FOR FALSE STATEMENT IN CERTIFICATE)
26 AND 8542 (RELATING TO LIABILITY FOR CONTRIBUTIONS).
27 § 8565. POWER OF ESTATE OF DECEASED OR INCOMPETENT PARTNER.
28 (A) GENERAL RULE.--IF A PARTNER WHO IS AN INDIVIDUAL DIES OR
29 A COURT OF COMPETENT JURISDICTION ADJUDGES HIM TO BE INCOMPETENT
30 TO MANAGE HIS PERSON OR HIS PROPERTY, THE EXECUTOR,
19870S1200B2515 - 573 -
1 ADMINISTRATOR, GUARDIAN, CONSERVATOR OR OTHER LEGAL
2 REPRESENTATIVE OF THE PARTNER MAY EXERCISE ALL OF THE RIGHTS OF
3 THE PARTNER FOR THE PURPOSE OF SETTLING HIS ESTATE OR
4 ADMINISTERING HIS PROPERTY, INCLUDING ANY POWER THE PARTNER HAD
5 TO GIVE AN ASSIGNEE THE RIGHT TO BECOME A LIMITED PARTNER. IF A
6 PARTNER IS A CORPORATION, TRUST OR OTHER ENTITY AND IS DISSOLVED
7 OR TERMINATED, THE POWERS OF THAT PARTNER MAY BE EXERCISED BY
8 ITS LEGAL REPRESENTATIVE OR SUCCESSOR.
9 (B) CROSS REFERENCE.--SEE SECTION 8532 (RELATING TO EVENTS
10 OF WITHDRAWAL).
11 SUBCHAPTER I
12 DISSOLUTION
13 SEC.
14 8571. NONJUDICIAL DISSOLUTION.
15 8572. JUDICIAL DISSOLUTION.
16 8573. WINDING UP.
17 8574. DISTRIBUTION OF ASSETS.
18 8575. SURVIVAL OF REMEDIES AND RIGHTS AFTER DISSOLUTION.
19 § 8571. NONJUDICIAL DISSOLUTION.
20 (A) GENERAL RULE.--A LIMITED PARTNERSHIP IS DISSOLVED AND
21 ITS AFFAIRS SHALL BE WOUND UP UPON THE HAPPENING OF THE FIRST TO
22 OCCUR OF THE FOLLOWING:
23 (1) AT THE TIME OR UPON THE HAPPENING OF EVENTS
24 SPECIFIED IN THE CERTIFICATE OF LIMITED PARTNERSHIP.
25 (2) AT THE TIME OR UPON THE HAPPENING OF EVENTS
26 SPECIFIED IN WRITING IN THE PARTNERSHIP AGREEMENT.
27 (3) WRITTEN CONSENT OF ALL PARTNERS.
28 (4) AN EVENT OF WITHDRAWAL OF A GENERAL PARTNER UNLESS
29 AT THE TIME THERE IS A LEAST ONE OTHER GENERAL PARTNER AND
30 THE WRITTEN PROVISIONS OF THE PARTNERSHIP AGREEMENT PERMIT
19870S1200B2515 - 574 -
1 THE BUSINESS OF THE LIMITED PARTNERSHIP TO BE CARRIED ON BY
2 THE REMAINING GENERAL PARTNER AND THAT PARTNER DOES SO. THE
3 LIMITED PARTNERSHIP IS NOT DISSOLVED AND IS NOT REQUIRED TO
4 BE WOUND UP BY REASON OF ANY EVENT OF WITHDRAWAL IF, WITHIN
5 180 DAYS AFTER THE WITHDRAWAL, ALL PARTNERS AGREE, AS <--
6 NECESSARY, (EXCEPT AS PROVIDED IN SUBSECTION (C)) AGREE IN <--
7 WRITING TO CONTINUE THE BUSINESS OF THE LIMITED PARTNERSHIP
8 OR TO THE APPOINTMENT OF ONE OR MORE REPLACEMENT GENERAL
9 PARTNERS.
10 (5) ENTRY OF AN ORDER OF JUDICIAL DISSOLUTION UNDER
11 SECTION 8572 (RELATING TO JUDICIAL DISSOLUTION).
12 (B) INTERIM MANAGEMENT.--IN THE CASE OF AN EVENT OF
13 WITHDRAWAL BY A SOLE REMAINING GENERAL PARTNER, THE COURT MAY,
14 UPON APPLICATION OF A LIMITED PARTNER OR HIS ASSIGNEE, APPOINT A
15 PERSON TO MANAGE THE BUSINESS OF THE LIMITED PARTNERSHIP SUBJECT
16 TO SUCH TERMS AS THE COURT SHALL FIND ARE IN THE BEST INTERESTS
17 OF THE PARTNERSHIP, UNTIL THE EARLIER OF:
18 (1) THE EXPIRATION OF THE 180-DAY PERIOD SPECIFIED IN
19 SUBSECTION (A)(4); OR
20 (2) THE APPOINTMENT OF ONE OR MORE REPLACEMENT GENERAL
21 PARTNERS.
22 (C) MODIFICATION BY AGREEMENT.--IF THE PARTNERSHIP AGREEMENT
23 SO PROVIDES IN WRITING, THE ACTION UNDER SUBSECTION (A)(4) TO
24 ELECT TO CONTINUE THE BUSINESS OF THE LIMITED PARTNERSHIP OR TO
25 APPOINT ONE OR MORE REPLACEMENT GENERAL PARTNERS, OR BOTH, MAY
26 BE EFFECTED BY LESS THAN ALL, BUT NOT LESS THAN A MAJORITY IN
27 INTEREST, OF THE PARTNERS.
28 (D) CROSS REFERENCE.--SEE SECTION 8512(B) (RELATING TO
29 EVENTS REQUIRING AMENDMENT).
30 § 8572. JUDICIAL DISSOLUTION.
19870S1200B2515 - 575 -
1 ON APPLICATION BY OR FOR A PARTNER, THE COURT MAY ORDER
2 DISSOLUTION OF A LIMITED PARTNERSHIP WHENEVER IT IS NOT
3 REASONABLY PRACTICABLE TO CARRY ON THE BUSINESS IN CONFORMITY
4 WITH THE PARTNERSHIP AGREEMENT.
5 § 8573. WINDING UP.
6 EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT,
7 THE GENERAL PARTNERS WHO HAVE NOT WRONGFULLY DISSOLVED A LIMITED
8 PARTNERSHIP OR, IF NONE, THE LIMITED PARTNERS, OR A PERSON
9 APPROVED BY THE LIMITED PARTNERS OR, IF THERE IS MORE THAN ONE
10 CLASS OR GROUP OF LIMITED PARTNERS, BY EACH CLASS OR GROUP OF
11 LIMITED PARTNERS, IN EITHER CASE BY A MAJORITY IN INTEREST OF
12 THE LIMITED PARTNERS IN EACH CLASS OR GROUP, MAY WIND UP THE
13 AFFAIRS OF THE LIMITED PARTNERSHIP, BUT THE COURT MAY WIND UP
14 THE AFFAIRS OF THE LIMITED PARTNERSHIP UPON APPLICATION OF ANY
15 PARTNER, HIS LEGAL REPRESENTATIVE OR ASSIGNEE, AND IN CONNECTION
16 THEREWITH, MAY APPOINT A LIQUIDATING TRUSTEE.
17 § 8574. DISTRIBUTION OF ASSETS.
18 (A) GENERAL RULE.--UPON THE WINDING UP OF A LIMITED
19 PARTNERSHIP, THE ASSETS SHALL BE DISTRIBUTED IN THE FOLLOWING
20 ORDER:
21 (1) TO CREDITORS, INCLUDING PARTNERS WHO ARE CREDITORS,
22 TO THE EXTENT OTHERWISE PERMITTED BY LAW, IN SATISFACTION OF
23 LIABILITIES OF THE LIMITED PARTNERSHIP (WHETHER BY PAYMENT OR
24 THE MAKING OF REASONABLE PROVISION FOR PAYMENT THEREOF) OTHER
25 THAN LIABILITIES FOR DISTRIBUTIONS TO PARTNERS UNDER SECTION
26 8551 (RELATING TO INTERIM DISTRIBUTIONS) OR 8554 (RELATING TO
27 DISTRIBUTION UPON WITHDRAWAL).
28 (2) EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP
29 AGREEMENT, TO PARTNERS AND FORMER PARTNERS IN SATISFACTION OF
30 LIABILITIES FOR DISTRIBUTIONS UNDER SECTION 8551 OR 8554.
19870S1200B2515 - 576 -
1 (3) EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP
2 AGREEMENT, TO PARTNERS:
3 (I) FOR THE RETURN OF THEIR CONTRIBUTIONS.
4 (II) RESPECTING THEIR PARTNERSHIP INTERESTS, IN THE
5 PROPORTIONS IN WHICH THE PARTNERS SHARE IN DISTRIBUTIONS.
6 (B) PROVISION FOR CLAIMS.--A LIMITED PARTNERSHIP THAT HAS
7 DISSOLVED SHALL PAY OR MAKE REASONABLE PROVISION TO PAY ALL
8 CLAIMS AND OBLIGATIONS, INCLUDING ALL CONTINGENT, CONDITIONAL OR
9 UNMATURED CLAIMS AND OBLIGATIONS, KNOWN TO THE LIMITED
10 PARTNERSHIP AND ALL CLAIMS AND OBLIGATIONS WHICH ARE KNOWN TO
11 THE LIMITED PARTNERSHIP BUT FOR WHICH THE IDENTITY OF THE
12 CLAIMANT IS UNKNOWN. IF THERE ARE SUFFICIENT ASSETS, SUCH CLAIMS
13 AND OBLIGATIONS SHALL BE PAID IN FULL AND ANY SUCH PROVISION FOR
14 PAYMENT MADE SHALL BE MADE IN FULL. IF THERE ARE INSUFFICIENT
15 ASSETS, SUCH CLAIMS AND OBLIGATIONS SHALL BE PAID OR PROVIDED
16 FOR ACCORDING TO THEIR PRIORITY AND, AMONG CLAIMS AND
17 OBLIGATIONS OF EQUAL PRIORITY, RATABLY TO THE EXTENT OF ASSETS
18 AVAILABLE THEREFOR. UNLESS EXCEPT AS OTHERWISE PROVIDED IN THE <--
19 PARTNERSHIP AGREEMENT, ANY REMAINING ASSETS SHALL BE DISTRIBUTED
20 AS PROVIDED IN THIS CHAPTER. ANY LIQUIDATING TRUSTEE WINDING UP
21 THE AFFAIRS OF A LIMITED PARTNERSHIP WHO HAS COMPLIED WITH THIS
22 SECTION SHALL NOT BE PERSONALLY LIABLE TO THE CLAIMANTS OF THE
23 DISSOLVED LIMITED PARTNERSHIP BY REASON OF HIS ACTIONS IN
24 WINDING UP THE LIMITED PARTNERSHIP.
25 § 8575. SURVIVAL OF REMEDIES AND RIGHTS AFTER DISSOLUTION.
26 (A) GENERAL RULE.--THE DISSOLUTION OF A LIMITED PARTNERSHIP
27 SHALL NOT ELIMINATE OR IMPAIR ANY REMEDY AVAILABLE TO OR AGAINST
28 THE LIMITED PARTNERSHIP OR ITS PARTNERS FOR ANY RIGHT OR CLAIM
29 EXISTING, OR LIABILITY INCURRED, PRIOR TO THE DISSOLUTION, IF AN
30 ACTION THEREON IS BROUGHT ON BEHALF OF:
19870S1200B2515 - 577 -
1 (1) THE LIMITED PARTNERSHIP WITHIN THE TIME OTHERWISE
2 LIMITED BY LAW; OR
3 (2) ANY OTHER PERSON BEFORE OR WITHIN FOUR YEARS AFTER
4 THE DATE OF THE DISSOLUTION OR WITHIN THE TIME OTHERWISE
5 LIMITED BY LAW, WHICHEVER IS LESS.
6 THE ACTIONS MAY BE PROSECUTED AGAINST AND DEFENDED BY THE
7 LIMITED PARTNERSHIP UNDER THE NAME OF THE LIMITED PARTNERSHIP.
8 (B) RIGHTS AND ASSETS.--THE DISSOLUTION OF A LIMITED
9 PARTNERSHIP SHALL NOT AFFECT THE LIMITED LIABILITY OF A LIMITED
10 PARTNER WITH RESPECT TO TRANSACTIONS OCCURRING OR ACTS OR
11 OMISSIONS DONE OR OMITTED IN THE NAME OF OR BY THE LIMITED
12 PARTNERSHIP EXCEPT THAT EACH LIMITED PARTNER SHALL BE LIABLE FOR
13 HIS PRO RATA PORTION OF THE UNPAID LIABILITIES OF THE LIMITED
14 PARTNERSHIP UP TO THE AMOUNT OF THE NET ASSETS OF THE LIMITED
15 PARTNERSHIP DISTRIBUTED TO THE LIMITED PARTNER IN CONNECTION
16 WITH THE DISSOLUTION. SHOULD ANY PROPERTY RIGHT OF A LIMITED
17 PARTNERSHIP BE DISCOVERED AFTER THE DISSOLUTION OF THE LIMITED
18 PARTNERSHIP, THE SURVIVING GENERAL PARTNER OR PARTNERS THAT
19 WOUND UP THE AFFAIRS OF THE LIMITED PARTNERSHIP, OR A RECEIVER
20 APPOINTED BY THE COURT, SHALL HAVE AUTHORITY TO ENFORCE THE
21 PROPERTY RIGHT AND TO COLLECT AND DIVIDE THE ASSETS SO
22 DISCOVERED AMONG THE PERSONS ENTITLED THERETO AND TO PROSECUTE
23 ACTIONS IN THE NAME OF THE LIMITED PARTNERSHIP. ANY ASSETS SO
24 COLLECTED SHALL BE DISTRIBUTED AND DISPOSED OF IN ACCORDANCE
25 WITH THE APPLICABLE ORDER OF COURT, IF ANY, AND OTHERWISE IN
26 ACCORDANCE WITH THIS SUBCHAPTER.
27 SUBCHAPTER J
28 FOREIGN LIMITED PARTNERSHIPS
29 SEC.
30 8581. GOVERNING LAW.
19870S1200B2515 - 578 -
1 8582. REGISTRATION.
2 8583. EFFECT OF FILING.
3 8584. NAME.
4 8585. CHANGES AND AMENDMENTS.
5 8586. CANCELLATION OF REGISTRATION.
6 8587. DOING BUSINESS WITHOUT REGISTRATION.
7 8588. ACTION BY ATTORNEY GENERAL.
8 8589. GENERAL POWERS AND DUTIES OF QUALIFIED FOREIGN LIMITED
9 PARTNERSHIPS.
10 § 8581. GOVERNING LAW.
11 SUBJECT TO THE CONSTITUTION OF PENNSYLVANIA:
12 (1) THE LAWS OF THE JURISDICTION UNDER WHICH A FOREIGN
13 LIMITED PARTNERSHIP IS ORGANIZED GOVERN ITS ORGANIZATION AND
14 INTERNAL AFFAIRS AND THE LIABILITY OF ITS LIMITED PARTNERS.
15 (2) A FOREIGN LIMITED PARTNERSHIP MAY NOT BE DENIED
16 REGISTRATION BY REASON OF ANY DIFFERENCE BETWEEN THOSE LAWS
17 AND THE LAWS OF THIS COMMONWEALTH.
18 § 8582. REGISTRATION.
19 (A) GENERAL RULE.--BEFORE DOING BUSINESS IN THIS
20 COMMONWEALTH, A FOREIGN LIMITED PARTNERSHIP SHALL REGISTER UNDER
21 THIS SUBCHAPTER. IN ORDER TO REGISTER, A FOREIGN LIMITED
22 PARTNERSHIP SHALL EXECUTE AND FILE IN THE DEPARTMENT OF STATE AN <--
23 APPLICATION FOR REGISTRATION AS A FOREIGN LIMITED PARTNERSHIP, <--
24 SIGNED BY A GENERAL PARTNER AND SETTING FORTH:
25 (1) THE NAME OF THE FOREIGN LIMITED PARTNERSHIP AND, IF
26 DIFFERENT, THE NAME UNDER WHICH IT PROPOSES TO REGISTER AND
27 DO BUSINESS IN THIS COMMONWEALTH.
28 (2) THE JURISDICTION AND DATE OF ITS FORMATION.
29 (3) SUBJECT TO SECTION 109 (RELATING TO NAME OF
30 COMMERCIAL REGISTERED OFFICE PROVIDER IN LIEU OF REGISTERED
19870S1200B2515 - 579 -
1 ADDRESS), THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY,
2 OF ITS REGISTERED OFFICE.
3 (4) THE ADDRESS OF THE OFFICE REQUIRED TO BE MAINTAINED
4 IN THE JURISDICTION OF ITS ORGANIZATION BY THE LAWS OF THAT
5 JURISDICTION OR, IF NOT SO REQUIRED, OF THE PRINCIPAL OFFICE
6 OF THE FOREIGN LIMITED PARTNERSHIP.
7 (5) THE NAME AND BUSINESS ADDRESS OF EACH GENERAL
8 PARTNER.
9 (6) THE ADDRESS OF THE OFFICE AT WHICH IS KEPT A LIST OF
10 THE NAMES AND ADDRESSES OF THE LIMITED PARTNERS AND THEIR
11 CAPITAL CONTRIBUTIONS, TOGETHER WITH AN UNDERTAKING BY THE
12 FOREIGN LIMITED PARTNERSHIP TO KEEP THOSE RECORDS UNTIL THE
13 REGISTRATION OF THE FOREIGN LIMITED PARTNERSHIP IN THIS
14 COMMONWEALTH IS CANCELED OR WITHDRAWN.
15 (B) EXCEPTIONS.--NONE OF THE ACTIVITIES DESCRIBED IN SECTION
16 4122 (RELATING TO EXCLUDED ACTIVITIES) SHALL BE CONSIDERED DOING
17 BUSINESS IN THIS COMMONWEALTH FOR THE PURPOSES OF THIS
18 SUBCHAPTER.
19 (C) CROSS REFERENCE.--SEE SECTION REFERENCES.--SEE SECTIONS <--
20 134 (RELATING TO DOCKETING STATEMENT) AND 8514 (RELATING TO <--
21 EXECUTION OF CERTIFICATES).
22 § 8583. EFFECT OF FILING.
23 UPON THE FILING OF THE APPLICATION FOR REGISTRATION AS A
24 FOREIGN LIMITED PARTNERSHIP, THE PARTNERSHIP SHALL BE AUTHORIZED
25 TO DO BUSINESS IN THIS COMMONWEALTH.
26 § 8584. NAME.
27 (A) GENERAL RULE.--A FOREIGN LIMITED PARTNERSHIP MAY
28 REGISTER WITH THE DEPARTMENT OF STATE UNDER ANY NAME (WHETHER OR
29 NOT IT IS THE NAME UNDER WHICH IT IS REGISTERED IN ITS
30 JURISDICTION OF ORGANIZATION) THAT COULD BE USED BY A DOMESTIC
19870S1200B2515 - 580 -
1 LIMITED PARTNERSHIP.
2 (B) CROSS REFERENCE.--SEE SECTION 8505 (RELATING TO NAME).
3 § 8585. CHANGES AND AMENDMENTS.
4 (A) GENERAL RULE.--IF ANY ARRANGEMENTS OR OTHER FACTS
5 DESCRIBED IN THE APPLICATION FOR REGISTRATION OF A FOREIGN
6 LIMITED PARTNERSHIP HAVE CHANGED, MAKING THE APPLICATION
7 INACCURATE IN ANY MATERIAL RESPECT, THE FOREIGN LIMITED
8 PARTNERSHIP SHALL PROMPTLY EXECUTE AND FILE IN THE DEPARTMENT OF <--
9 STATE A CERTIFICATE OF AMENDMENT OF REGISTRATION, SIGNED BY A <--
10 GENERAL PARTNER, AND SETTING FORTH:
11 (1) THE NAME UNDER WHICH THE FOREIGN LIMITED PARTNERSHIP
12 IS REGISTERED TO DO BUSINESS IN THIS COMMONWEALTH.
13 (2) SUBJECT TO SECTION 109 (RELATING TO NAME OF
14 COMMERCIAL REGISTERED OFFICE PROVIDER IN LIEU OF REGISTERED
15 ADDRESS), THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY,
16 OF ITS REGISTERED OFFICE IN THIS COMMONWEALTH.
17 (3) THE ARRANGEMENTS OR OTHER FACTS THAT HAVE CHANGED.
18 (B) EFFECT OF FILING.--THE APPLICATION FOR REGISTRATION AS A
19 FOREIGN LIMITED PARTNERSHIP SHALL BE AMENDED UPON FILING OF THE
20 CERTIFICATE OF AMENDMENT OF REGISTRATION IN THE DEPARTMENT.
21 (C) CROSS REFERENCES.--SEE SECTIONS 134 (RELATING TO
22 DOCKETING STATEMENT) AND, 138 (RELATING TO STATEMENT OF <--
23 CORRECTION) AND 8514 (RELATING TO EXECUTION OF CERTIFICATES). <--
24 § 8586. CANCELLATION OF REGISTRATION.
25 (A) GENERAL RULE.--A QUALIFIED FOREIGN LIMITED PARTNERSHIP
26 MAY CANCEL ITS REGISTRATION BY EXECUTING AND FILING IN THE <--
27 DEPARTMENT OF STATE A CERTIFICATE OF CANCELLATION OF
28 REGISTRATION SIGNED BY A GENERAL PARTNER AND SETTING FORTH: <--
29 (1) THE NAME UNDER WHICH THE FOREIGN LIMITED PARTNERSHIP
30 IS REGISTERED TO DO BUSINESS IN THIS COMMONWEALTH.
19870S1200B2515 - 581 -
1 (2) SUBJECT TO SECTION 109 (RELATING TO NAME OF
2 COMMERCIAL REGISTERED OFFICE PROVIDER IN LIEU OF REGISTERED
3 ADDRESS), THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY,
4 OF ITS LAST REGISTERED OFFICE IN THIS COMMONWEALTH.
5 (3) THE NAME OF THE JURISDICTION UNDER THE LAWS OF WHICH
6 IT IS ORGANIZED.
7 (4) THE DATE ON WHICH IT REGISTERED TO DO BUSINESS IN
8 THIS COMMONWEALTH.
9 (5) A STATEMENT THAT IT WITHDRAWS FROM DOING BUSINESS IN
10 THIS COMMONWEALTH.
11 (6) A STATEMENT THAT NOTICE OF ITS INTENTION TO WITHDRAW
12 FROM DOING BUSINESS IN THIS COMMONWEALTH WAS MAILED BY
13 CERTIFIED OR REGISTERED MAIL TO EACH MUNICIPAL CORPORATION IN
14 WHICH THE REGISTERED OFFICE OR PRINCIPAL PLACE OF BUSINESS OF
15 THE FOREIGN LIMITED PARTNERSHIP IN THIS COMMONWEALTH IS
16 LOCATED.
17 (7) THE POST OFFICE ADDRESS, INCLUDING STREET AND
18 NUMBER, IF ANY, TO WHICH PROCESS MAY BE SENT IN AN ACTION
19 UPON ANY LIABILITY INCURRED BEFORE THE FILING OF THE
20 CERTIFICATE OF CANCELLATION OF REGISTRATION.
21 (B) EFFECT OF FILING.--UPON THE FILING OF THE CERTIFICATE OF
22 CANCELLATION OF REGISTRATION, THE AUTHORITY OF THE FOREIGN
23 LIMITED PARTNERSHIP TO DO BUSINESS IN THIS COMMONWEALTH SHALL
24 CEASE. THE TERMINATION OF AUTHORITY SHALL NOT AFFECT ANY ACTION
25 PENDING AT THE TIME THEREOF OR AFFECT ANY RIGHT OF ACTION
26 ARISING WITH RESPECT TO THE FOREIGN LIMITED PARTNERSHIP BEFORE
27 THE FILING OF THE CERTIFICATE OF CANCELLATION OF REGISTRATION.
28 PROCESS AGAINST THE FOREIGN LIMITED PARTNERSHIP IN AN ACTION
29 UPON ANY LIABILITY INCURRED BEFORE THE FILING OF THE CERTIFICATE
30 OF CANCELLATION OF REGISTRATION MAY BE SERVED AS PROVIDED IN 42
19870S1200B2515 - 582 -
1 PA.C.S. CH. 53 (RELATING TO BASES OF JURISDICTION AND INTERSTATE
2 AND INTERNATIONAL PROCEDURE) OR AS OTHERWISE PROVIDED OR
3 PRESCRIBED BY LAW.
4 (C) CROSS REFERENCE.--SEE SECTION REFERENCES.--SEE SECTIONS <--
5 134 (RELATING TO DOCKETING STATEMENT) AND 8514 (RELATING TO <--
6 EXECUTION OF CERTIFICATES).
7 § 8587. DOING BUSINESS WITHOUT REGISTRATION.
8 (A) MAINTENANCE OF ACTIONS OR PROCEEDINGS PROHIBITED.--A
9 NONQUALIFIED FOREIGN LIMITED PARTNERSHIP DOING BUSINESS IN THIS
10 COMMONWEALTH MAY NOT MAINTAIN ANY ACTION OR PROCEEDING IN ANY
11 COURT OF THIS COMMONWEALTH UNTIL IT HAS REGISTERED UNDER THIS
12 SUBCHAPTER. NOR, EXCEPT AS PROVIDED IN SUBSECTION (B), SHALL ANY
13 ACTION OR PROCEEDING BE MAINTAINED IN ANY COURT OF THIS
14 COMMONWEALTH ON ANY RIGHT, CLAIM OR DEMAND ARISING OUT OF THE
15 DOING OF BUSINESS BY THE FOREIGN LIMITED PARTNERSHIP IN THIS
16 COMMONWEALTH BY ANY SUCCESSOR, ASSIGNEE OR ACQUIROR OF ALL OR
17 SUBSTANTIALLY ALL OF THE ASSETS OF THE FOREIGN LIMITED
18 PARTNERSHIP THAT IS A FOREIGN CORPORATION FOR PROFIT OR NOT-FOR-
19 PROFIT OR A FOREIGN LIMITED PARTNERSHIP UNTIL SUCH FOREIGN
20 CORPORATION OR FOREIGN LIMITED PARTNERSHIP HAS BEEN AUTHORIZED
21 TO DO BUSINESS IN THIS COMMONWEALTH.
22 (B) CONTRACTS, PROPERTY AND DEFENSE OF ACTIONS UNAFFECTED.--
23 THE FAILURE OF A FOREIGN LIMITED PARTNERSHIP TO REGISTER UNDER
24 THIS SUBCHAPTER SHALL NOT IMPAIR THE VALIDITY OF ANY CONTRACT OR
25 ACT OF THE FOREIGN LIMITED PARTNERSHIP, SHALL NOT PREVENT THE
26 FOREIGN LIMITED PARTNERSHIP FROM DEFENDING ANY ACTION IN ANY
27 COURT OF THIS COMMONWEALTH, AND SHALL NOT RENDER ESCHEATABLE ANY
28 OF ITS REAL OR PERSONAL PROPERTY.
29 (C) LIABILITY OF LIMITED PARTNER.--A LIMITED PARTNER OF A
30 FOREIGN LIMITED PARTNERSHIP IS NOT LIABLE AS A GENERAL PARTNER
19870S1200B2515 - 583 -
1 OF THE FOREIGN LIMITED PARTNERSHIP SOLELY BY REASON OF THE
2 FOREIGN LIMITED PARTNERSHIP HAVING DONE BUSINESS IN THIS
3 COMMONWEALTH WITHOUT REGISTRATION UNDER THIS SUBCHAPTER.
4 (D) ACQUISITION OF REAL AND PERSONAL PROPERTY.--EVERY
5 NONQUALIFIED FOREIGN LIMITED PARTNERSHIP MAY ACQUIRE, HOLD,
6 MORTGAGE, LEASE AND TRANSFER REAL AND PERSONAL PROPERTY IN THIS
7 COMMONWEALTH IN THE SAME MANNER AND SUBJECT TO THE SAME
8 LIMITATIONS AS A QUALIFIED FOREIGN LIMITED PARTNERSHIP.
9 (E) DUTIES.--EXCEPT AS PROVIDED IN SUBSECTION (A), A
10 NONQUALIFIED FOREIGN LIMITED PARTNERSHIP DOING BUSINESS IN THIS
11 COMMONWEALTH SHALL BE SUBJECT TO THE SAME LIABILITIES,
12 RESTRICTIONS, DUTIES AND PENALTIES NOW OR HEREAFTER IMPOSED UPON
13 A QUALIFIED FOREIGN LIMITED PARTNERSHIP.
14 § 8588. ACTION BY ATTORNEY GENERAL.
15 THE ATTORNEY GENERAL MAY BRING AN ACTION TO RESTRAIN A
16 FOREIGN LIMITED PARTNERSHIP FROM DOING BUSINESS IN THIS
17 COMMONWEALTH IN VIOLATION OF THIS SUBCHAPTER.
18 § 8589. GENERAL POWERS AND DUTIES OF QUALIFIED FOREIGN LIMITED
19 PARTNERSHIPS.
20 (A) GENERAL RULE.--A QUALIFIED FOREIGN LIMITED PARTNERSHIP,
21 SO LONG AS ITS REGISTRATION UNDER THIS SUBCHAPTER IS NOT
22 CANCELED OR REVOKED, SHALL ENJOY THE SAME RIGHTS AND PRIVILEGES
23 AS A DOMESTIC LIMITED PARTNERSHIP, BUT NO MORE, AND, EXCEPT AS
24 IN THIS PART OTHERWISE PROVIDED, SHALL BE SUBJECT TO THE SAME
25 LIABILITIES, RESTRICTIONS, DUTIES AND PENALTIES NOW IN FORCE OR
26 HEREAFTER IMPOSED UPON DOMESTIC LIMITED PARTNERSHIPS, TO THE
27 SAME EXTENT AS IF IT HAD BEEN FORMED UNDER THIS CHAPTER.
28 (B) AGRICULTURAL LANDS.--INTERESTS IN AGRICULTURAL LAND
29 SHALL BE SUBJECT TO THE RESTRICTIONS OF, AND ESCHEATABLE AS
30 PROVIDED BY, THE ACT OF APRIL 6, 1980 (P.L.102, NO.39), REFERRED
19870S1200B2515 - 584 -
1 TO AS THE AGRICULTURAL LAND ACQUISITION BY ALIENS LAW.
2 SUBCHAPTER K
3 DERIVATIVE ACTIONS
4 SEC.
5 8591. RIGHT OF ACTION.
6 8592. PROPER PLAINTIFF.
7 8593. PLEADING.
8 8594. EXPENSES.
9 § 8591. RIGHT OF ACTION.
10 A LIMITED PARTNER MAY BRING AN ACTION IN THE RIGHT OF A
11 LIMITED PARTNERSHIP TO RECOVER A JUDGMENT IN ITS FAVOR IF
12 GENERAL PARTNERS WITH AUTHORITY TO DO SO HAVE REFUSED TO BRING
13 THE ACTION OR IF AN EFFORT TO CAUSE THOSE GENERAL PARTNERS TO
14 BRING THE ACTION IS NOT LIKELY TO SUCCEED. THE DERIVATIVE ACTION
15 MAY NOT BE MAINTAINED IF IT APPEARS THAT THE PLAINTIFF CANNOT
16 FAIRLY AND ADEQUATELY REPRESENT THE INTERESTS OF THE LIMITED
17 PARTNERS IN ENFORCING THE RIGHTS OF THE PARTNERSHIP.
18 § 8592. PROPER PLAINTIFF.
19 (A) GENERAL RULE.--IN A DERIVATIVE ACTION UNDER THIS
20 SUBCHAPTER, THE PLAINTIFF MUST BE A PARTNER AT THE TIME OF
21 BRINGING THE ACTION AND:
22 (1) AT THE TIME OF THE TRANSACTION OF WHICH HE
23 COMPLAINS; OR
24 (2) HIS STATUS AS A PARTNER SHALL HAVE DEVOLVED UPON HIM
25 BY OPERATION OF LAW OR PURSUANT TO THE TERMS OF THE
26 PARTNERSHIP AGREEMENT FROM A PERSON WHO WAS A PARTNER AT THE
27 TIME OF THE TRANSACTION.
28 (B) EXCEPTION.--ANY PARTNER WHO, EXCEPT FOR THE PROVISIONS
29 OF SUBSECTION (A), WOULD BE ENTITLED TO MAINTAIN THE ACTION AND
30 WHO DOES NOT MEET SUCH REQUIREMENTS MAY, NEVERTHELESS IN THE
19870S1200B2515 - 585 -
1 DISCRETION OF THE COURT, BE ALLOWED TO MAINTAIN THE ACTION ON
2 PRELIMINARY SHOWING TO THE COURT, BY APPLICATION AND UPON SUCH
3 VERIFIED STATEMENTS AND DEPOSITIONS AS MAY BE REQUIRED BY THE
4 COURT, THAT THERE IS A STRONG PRIMA FACIE CASE IN FAVOR OF THE
5 CLAIM ASSERTED ON BEHALF OF THE LIMITED PARTNERSHIP AND THAT
6 WITHOUT THE ACTION SERIOUS INJUSTICE WILL RESULT.
7 § 8593. PLEADING.
8 EXCEPT AS OTHERWISE PRESCRIBED BY GENERAL RULE, IN A
9 DERIVATIVE ACTION UNDER THIS SUBCHAPTER, THE COMPLAINT SHALL SET
10 FORTH WITH PARTICULARITY THE EFFORT OF THE PLAINTIFF TO SECURE
11 INITIATION OF THE ACTION BY A GENERAL PARTNER OR THE REASONS FOR
12 NOT MAKING THE EFFORT.
13 § 8594. EXPENSES.
14 (A) GENERAL RULE.--EXCEPT AS OTHERWISE PRESCRIBED BY GENERAL
15 RULE, IF A DERIVATIVE ACTION UNDER THIS SUBCHAPTER IS
16 SUCCESSFUL, IN WHOLE OR IN PART, OR IF ANYTHING IS RECEIVED BY
17 THE PLAINTIFF AS A RESULT OF A JUDGMENT, COMPROMISE OR
18 SETTLEMENT OF AN ACTION OR CLAIM, THE COURT MAY AWARD THE
19 PLAINTIFF REASONABLE EXPENSES, INCLUDING REASONABLE ATTORNEY
20 FEES, AND SHALL DIRECT HIM TO REMIT TO THE LIMITED PARTNERSHIP
21 THE REMAINDER OF THOSE PROCEEDS RECEIVED BY HIM. IF THE PROCEEDS
22 RECEIVED BY THE PLAINTIFF ARE INSUFFICIENT TO REIMBURSE THE
23 REASONABLE EXPENSES AWARDED TO THE PLAINTIFF, THE COURT MAY
24 DIRECT THAT THE AWARD OF EXPENSES OR A PORTION THEREOF BE PAID
25 BY THE LIMITED PARTNERSHIP.
26 (B) SECURITY FOR COSTS.--IN ANY ACTION INSTITUTED OR
27 MAINTAINED BY HOLDERS OR OWNERS OF LESS THAN 5% OF THE
28 OUTSTANDING OWNERSHIP INTERESTS IN THE LIMITED PARTNERSHIP,
29 UNLESS THOSE INTERESTS HAVE AN AGGREGATE FAIR MARKET VALUE IN
30 EXCESS OF $200,000, THE LIMITED PARTNERSHIP IN WHOSE RIGHT THE
19870S1200B2515 - 586 -
1 ACTION IS BROUGHT SHALL BE ENTITLED AT ANY STAGE OF THE
2 PROCEEDINGS TO REQUIRE THE PLAINTIFFS TO GIVE SECURITY FOR THE
3 REASONABLE EXPENSES, INCLUDING ATTORNEY FEES, THAT MAY BE
4 INCURRED BY IT IN CONNECTION THEREWITH, TO WHICH SECURITY THE
5 LIMITED PARTNERSHIP SHALL HAVE RECOURSE IN SUCH AMOUNT AS THE
6 COURT HAVING JURISDICTION DETERMINES UPON THE TERMINATION OF THE
7 ACTION. THE AMOUNT OF SECURITY MAY, FROM TIME TO TIME, BE
8 INCREASED OR DECREASED IN THE DISCRETION OF THE COURT HAVING
9 JURISDICTION OF THE ACTION UPON SHOWING THAT THE SECURITY
10 PROVIDED HAS OR MAY BECOME INADEQUATE OR EXCESSIVE. THE SECURITY
11 MAY BE DENIED OR LIMITED IN THE DISCRETION OF THE COURT UPON
12 PRELIMINARY SHOWING TO THE COURT, BY APPLICATION AND UPON SUCH
13 VERIFIED STATEMENTS AND DEPOSITIONS AS MAY BE REQUIRED BY THE
14 COURT, ESTABLISHING PRIMA FACIE THAT THE REQUIREMENT OF FULL OR
15 PARTIAL SECURITY WOULD IMPOSE UNDUE HARDSHIP ON PLAINTIFFS AND
16 SERIOUS INJUSTICE WOULD RESULT.
17 CHAPTER 87
18 ELECTING PARTNERSHIPS
19 SEC.
20 8701. SCOPE AND DEFINITION.
21 8702. CENTRALIZED MANAGEMENT.
22 8703. CONTINUITY OF LIFE.
23 8704. FREE TRANSFERABILITY OF INTERESTS.
24 8705. LIMITED LIABILITY IN CERTAIN CASES.
25 8706. ONE PERSON AS BOTH PARTNER AND EMPLOYEE.
26 8707. MODIFICATION BY AGREEMENT.
27 § 8701. SCOPE AND DEFINITION.
28 (A) APPLICATION OF CHAPTER.--THIS CHAPTER APPLIES TO A
29 GENERAL OR LIMITED PARTNERSHIP FORMED UNDER THE LAWS OF THIS
30 COMMONWEALTH THAT ELECTS TO BE GOVERNED BY THIS CHAPTER. ANY
19870S1200B2515 - 587 -
1 PARTNERSHIP THAT DESIRES TO ELECT TO BE GOVERNED BY THIS
2 CHAPTER, OR TO AMEND OR TERMINATE THE ELECTION, SHALL FILE IN
3 THE DEPARTMENT OF STATE A STATEMENT OF ELECTION, AMENDMENT OR
4 TERMINATION, AS THE CASE MAY BE, WHICH SHALL BE SIGNED BY A
5 GENERAL PARTNER AND SHALL SET FORTH:
6 (1) THE NAME OF THE PARTNERSHIP.
7 (2) THE LOCATION OF THE PRINCIPAL PLACE OF BUSINESS.
8 (3) THE NAME OF EACH MEMBER OF THE PARTNERSHIP AS OF THE
9 DATE OF THE STATEMENT.
10 (4) A STATEMENT THAT THE PARTNERSHIP ELECTS TO BE
11 GOVERNED BY THIS CHAPTER OR THAT THE ELECTION TO BE GOVERNED
12 BY THIS CHAPTER SHALL BE AMENDED OR TERMINATED, AS THE CASE
13 MAY BE.
14 (5) IF THE ELECTION IS TO BE MADE OR TERMINATED, A
15 STATEMENT THAT THE ELECTION OR TERMINATION HAS BEEN
16 AUTHORIZED BY AT LEAST A MAJORITY IN INTEREST OF THE
17 PARTNERS.
18 UPON THE FILING OF THE STATEMENT OF ELECTION, AMENDMENT OR
19 TERMINATION IN THE DEPARTMENT, THE ELECTION TO BE GOVERNED BY
20 THIS CHAPTER SHALL BE EFFECTIVE, AMENDED OR TERMINATED, AS THE
21 CASE MAY BE.
22 (B) EFFECT OF ELECTION.--AS LONG AS AN ELECTION UNDER
23 SUBSECTION (A) IS IN EFFECT, THE PARTNERSHIP SHALL BE GOVERNED
24 BY THE PROVISIONS OF THIS CHAPTER AND, TO THE EXTENT NOT
25 INCONSISTENT WITH THIS CHAPTER, CHAPTER 83 (RELATING TO GENERAL
26 PARTNERSHIPS) AND, IF A LIMITED PARTNERSHIP, CHAPTER 85
27 (RELATING TO LIMITED PARTNERSHIPS).
28 (C) DEFINITION.--AS USED IN THIS CHAPTER, THE TERM "ELECTING
29 PARTNERSHIP" MEANS A PARTNERSHIP AS TO WHICH AN ELECTION UNDER
30 SUBSECTION (A) IS IN EFFECT.
19870S1200B2515 - 588 -
1 (D) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
2 STATEMENT).
3 § 8702. CENTRALIZED MANAGEMENT.
4 THE BUSINESS AND AFFAIRS OF EVERY ELECTING PARTNERSHIP SHALL
5 BE MANAGED BY ONE-THIRD OR LESS, BUT NOT LESS THAN ONE, OF THE
6 PARTNERS SELECTED FOR THAT PURPOSE IN THE MANNER PROVIDED BY ANY
7 AGREEMENT BETWEEN THE PARTNERS AND NO OTHER PARTNER SHALL HAVE A
8 RIGHT TO PARTICIPATE IN THE MANAGEMENT OF THE PARTNERSHIP. A
9 PARTNER OF AN ELECTING PARTNERSHIP SHALL BE AN AGENT OF THE
10 PARTNERSHIP ONLY TO THE EXTENT THAT AN EMPLOYEE OF THE
11 PARTNERSHIP WOULD BE UNDER LIKE CIRCUMSTANCES. IN MAKING SUCH A
12 DETERMINATION THE COURT MAY CONSIDER AMONG OTHER THINGS WHETHER
13 A PERSON DEALING WITH THE PARTNERSHIP HAS KNOWLEDGE, AS DEFINED
14 IN SECTION 8303(A) (RELATING TO KNOWLEDGE), THAT THIS SECTION IS
15 APPLICABLE TO THE PARTNERSHIP.
16 § 8703. CONTINUITY OF LIFE.
17 AN ELECTING PARTNERSHIP SHALL NOT BE DISSOLVED BY THE DEATH,
18 DISSOLUTION, INSANITY, RETIREMENT, RESIGNATION OR EXPULSION OF A
19 PARTNER OR BY THE BANKRUPTCY OF A PARTNER OR THE PARTNERSHIP.
20 CHANGES IN THE COMPOSITION OF THE PARTNERSHIP SHALL BE EVIDENCED
21 BY THE PROMPT FILING OF A STATEMENT OF AMENDMENT UNDER SECTION
22 8701(A) (RELATING TO APPLICATION OF CHAPTER). IF FEWER THAN TWO
23 PARTNERS WHO ARE NOT BANKRUPT OR INSANE REMAIN, THE COURT SHALL
24 APPOINT A CUSTODIAN OF THE PARTNERSHIP PROPERTY FOR THE PURPOSE
25 OF CONTINUING ITS BUSINESS OR, UPON CAUSE SHOWN, WINDING UP ITS
26 AFFAIRS.
27 § 8704. FREE TRANSFERABILITY OF INTERESTS.
28 THE AGREEMENT BETWEEN THE PARTNERS OF AN ELECTING PARTNERSHIP
29 MAY PROVIDE THAT THE PROPERTY RIGHTS OF A PARTNER IN THE
30 PARTNERSHIP SHALL BE EVIDENCED BY SHARES OF ONE OR MORE CLASSES
19870S1200B2515 - 589 -
1 OR SERIES. IN THAT EVENT, THE TRANSFER OF ALL OF THE SHARES BY A
2 PARTNER SHALL OPERATE TO TERMINATE HIS MEMBERSHIP IN THE
3 PARTNERSHIP AND THE TRANSFER OF ANY SHARE BY A PARTNER SHALL
4 OPERATE TO MAKE THE TRANSFEREE A MEMBER OF THE PARTNERSHIP
5 WITHOUT THE CONSENT OF ANY OTHER PARTNER. THE TRANSFER OF
6 CERTIFICATES AND THE SHARES REPRESENTED THEREBY MAY BE REGULATED
7 BY THE AGREEMENT BETWEEN THE PARTNERS IF THE AGREEMENT IS NOT
8 INCONSISTENT WITH 13 PA.C.S. DIV. 8 (RELATING TO INVESTMENT
9 SECURITIES).
10 § 8705. LIMITED LIABILITY IN CERTAIN CASES.
11 (A) GENERAL RULE.--THE LIABILITY OF A PARTNER OF AN ELECTING
12 PARTNERSHIP FOR THE DEBTS AND OBLIGATIONS OF THE PARTNERSHIP
13 SHALL BE SATISFIED OUT OF PARTNERSHIP ASSETS ALONE IF:
14 (1) THE DEBT OR OBLIGATION ARISES FROM A TRANSACTION OR
15 OCCURRENCE IN WHICH THE PERSON DEALING WITH THE PARTNERSHIP
16 HAS NOTICE, AS DEFINED IN SECTION 8303(B) (RELATING TO
17 NOTICE), THAT THIS SECTION IS APPLICABLE TO THE PARTNERSHIP;
18 OR
19 (2) THE FACT THAT THIS SECTION IS APPLICABLE TO THE
20 PARTNERSHIP HAS BEEN ADVERTISED IN THE MANNER PROVIDED BY
21 SECTION 8357(A)(2)(II) (RELATING TO POWER OF PARTNER TO BIND
22 PARTNERSHIP TO THIRD PERSONS).
23 (B) EXCEPTIONS.--SUBSECTION (A) DOES NOT APPLY:
24 (1) UNLESS OTHERWISE AGREED BY THE OBLIGEE, TO A DEBT OR
25 OBLIGATION ARISING PRIOR TO THE TIME A PARTNERSHIP BECOMES AN
26 ELECTING PARTNERSHIP AND COMPLIES WITH SUBSECTION (A)(1) OR
27 (2).
28 (2) TO A TRANSACTION OR OCCURRENCE INVOLVING THE
29 FURNISHING OR SALE OF ANY GOODS OR SERVICES BY THE
30 PARTNERSHIP.
19870S1200B2515 - 590 -
1 § 8706. ONE PERSON AS BOTH PARTNER AND EMPLOYEE.
2 (A) GENERAL RULE.--A PERSON MAY BE A PARTNER IN AND AN
3 EMPLOYEE OF THE SAME ELECTING PARTNERSHIP AT THE SAME TIME.
4 (B) EFFECT.--A PERSON WHO IS A PARTNER AND ALSO, AT THE SAME
5 TIME, AN EMPLOYEE SHALL IN HIS CAPACITY AS AN EMPLOYEE HAVE SUCH
6 RIGHTS AND DUTIES WITH RESPECT TO THE EMPLOYING PARTNERSHIP AS
7 MAY BE AGREED BETWEEN EMPLOYER AND EMPLOYEE GENERALLY.
8 § 8707. MODIFICATION BY AGREEMENT.
9 (A) GENERAL RULE.--THE PROVISIONS OF THIS CHAPTER ARE
10 INTENDED TO PERMIT AN ELECTING PARTNERSHIP TO QUALIFY FOR
11 TAXATION AS AN ASSOCIATION UNDER THE UNITED STATES INTERNAL
12 REVENUE CODE AND TO PERMIT PARTNERS OF AN ELECTING PARTNERSHIP
13 TO BE EMPLOYED BY, AND COMPENSATED AS EMPLOYEES OF, THE
14 ASSOCIATION. THE AGREEMENT BETWEEN THE PARTNERS OF AN ELECTING
15 PARTNERSHIP MAY EFFECT ANY CHANGE IN THE FORM OF ORGANIZATION OF
16 THE PARTNERSHIP IN ADDITION TO OR IN CONTRAVENTION OF THE
17 CHANGES AUTHORIZED BY THIS CHAPTER THAT MAY BE NECESSARY TO
18 ACCOMPLISH THOSE PURPOSES BUT ONLY TO THE EXTENT NECESSARY TO
19 ACCOMPLISH THOSE PURPOSES.
20 (B) EXCEPTION.--A PROVISION ADOPTED UNDER SUBSECTION (A)
21 SHALL NOT MODIFY SECTION 8705 (RELATING TO LIMITED LIABILITY IN
22 CERTAIN CASES).
23 PART IV
24 UNINCORPORATED ASSOCIATIONS
25 CHAPTER
26 91. UNINCORPORATED ASSOCIATIONS GENERALLY
27 93. PROFESSIONAL ASSOCIATIONS
28 CHAPTER 91
29 UNINCORPORATED ASSOCIATIONS GENERALLY
30 SEC.
19870S1200B2515 - 591 -
1 9101. CUSTOMARY PARLIAMENTARY LAW APPLICABLE.
2 9102. FUNERAL AND SIMILAR BENEFITS.
3 9103. NONTRANSFERABLE MEMBERSHIP INTERESTS.
4 § 9101. CUSTOMARY PARLIAMENTARY LAW APPLICABLE.
5 EXCEPT AS OTHERWISE PROVIDED BY STATUTE OR BY THE ORGANIC
6 DOCUMENTS UNDER WHICH AN UNINCORPORATED ASSOCIATION IS
7 CONSTITUTED, EACH UNINCORPORATED ASSOCIATION SHALL BE GOVERNED
8 BY CUSTOMARY USAGES AND PRINCIPLES OF PARLIAMENTARY LAW AND
9 PROCEDURE.
10 § 9102. FUNERAL AND SIMILAR BENEFITS.
11 MEMBERS OF UNINCORPORATED ASSOCIATIONS PAYING PERIODICAL OR
12 FUNERAL BENEFITS SHALL NOT BE INDIVIDUALLY LIABLE FOR THE
13 PAYMENT OF PERIODICAL OR FUNERAL BENEFITS OR OTHER SIMILAR
14 LIABILITIES OF THE ASSOCIATION. THE LIABILITIES SHALL BE PAYABLE
15 ONLY OUT OF THE TREASURY OF THE ASSOCIATION.
16 § 9103. NONTRANSFERABLE MEMBERSHIP INTERESTS.
17 (A) GENERAL RULE.--FOR THE PURPOSE OF ENCOURAGING LAWFUL
18 ASSOCIATIONAL ACTIVITY AMONG AGRICULTURAL AND INDUSTRIAL WORKERS
19 THROUGH THE ORGANIZATION OF UNINCORPORATED ASSOCIATIONS FOR
20 MUTUAL BENEFIT INSURANCE, SAVING OR OTHER LAWFUL OBJECTS WHERE
21 THE PERSONS SO ORGANIZING DERIVE BENEFITS FROM THE PRESERVATION
22 AND CONTINUANCE OF THE MEMBERSHIP AND INTEREST AMONG PERSONS
23 ENGAGED IN A COMMON CALLING, LABOR OR ENTERPRISE, THE
24 UNINCORPORATED ASSOCIATION MAY PROVIDE, IN ITS ORGANIC
25 DOCUMENTS, THAT MEMBERSHIP IN THE ASSOCIATION OR INTEREST IN ITS
26 FUNDS OR PROPERTY SHALL BE NONTRANSFERABLE WITHOUT THE CONSENT
27 OF THE ASSOCIATION.
28 (B) ASSIGNMENTS AND PLEDGES.--NO ATTEMPTED ASSIGNMENT,
29 TRANSFER OR PLEDGE OF A MEMBERSHIP OR INTEREST MADE IN VIOLATION
30 OF A TRANSFER RESTRICTION ADOPTED PURSUANT TO SUBSECTION (A)
19870S1200B2515 - 592 -
1 SHALL PASS ANY RIGHT OR INTEREST, LEGAL OR EQUITABLE, TO THE
2 PERSON TO WHOM IT IS ATTEMPTED TO BE MADE IF THE TRANSFER
3 RESTRICTION IS BROUGHT TO THE KNOWLEDGE OF THAT PERSON.
4 (C) KNOWLEDGE OF NONTRANSFERABILITY.--WHENEVER THE INTEREST
5 OF A MEMBER IN THE FUNDS OR PROPERTY OF ANY UNINCORPORATED
6 ASSOCIATION SUBJECT TO SUBSECTION (A) IS EVIDENCED BY A
7 CERTIFICATE, AN ENDORSEMENT THEREON THAT THE CERTIFICATE IS
8 NONTRANSFERABLE SHALL BE CONCLUSIVE EVIDENCE THAT THE PERSON TO
9 WHOM ANY ATTEMPTED ASSIGNMENT, TRANSFER OR PLEDGE OF THE
10 CERTIFICATE IS MADE HAS KNOWLEDGE OF THE NONTRANSFERABLE
11 CHARACTER OF THE INTEREST OF THE MEMBER.
12 CHAPTER 93
13 PROFESSIONAL ASSOCIATIONS
14 SEC.
15 9301. SHORT TITLE OF CHAPTER.
16 9302. APPLICATION OF CHAPTER.
17 9303. DEFINITIONS.
18 9304. PURPOSE OF ASSOCIATION.
19 9305. ARTICLES OF ASSOCIATION.
20 9306. BOARD OF GOVERNORS.
21 9307. BYLAWS.
22 9308. EMPLOYEES.
23 9309. COMPENSATION.
24 9310. DISTRIBUTION OF EXCESS EARNINGS.
25 9311. INTERESTS OF ASSOCIATES.
26 9312. TRANSFER OF INTERESTS.
27 9313. REDEMPTION OF INTERESTS.
28 9314. TERM OF EXISTENCE.
29 9315. NAME.
30 9316. VOTING OF ASSOCIATES.
19870S1200B2515 - 593 -
1 9317. LIABILITY OF ASSOCIATES.
2 9318. PROFESSIONAL DISQUALIFICATIONS.
3 9319. DISSOLUTION.
4 § 9301. SHORT TITLE OF CHAPTER.
5 THIS CHAPTER SHALL BE KNOWN AND MAY BE CITED AS THE
6 PROFESSIONAL ASSOCIATION ACT OF 1988.
7 § 9302. APPLICATION OF CHAPTER.
8 THIS CHAPTER SHALL APPLY TO AND THE WORD "ASSOCIATION" IN
9 THIS CHAPTER SHALL MEAN A PROFESSIONAL ASSOCIATION ORGANIZED
10 UNDER THE ACT OF AUGUST 7, 1961 (P.L.941, NO.416), KNOWN AS THE
11 PROFESSIONAL ASSOCIATION ACT, WHICH HAS NOT:
12 (1) REORGANIZED AS AN ELECTING PARTNERSHIP UNDER CHAPTER
13 87 (RELATING TO ELECTING PARTNERSHIPS).
14 (2) ELECTED TO BECOME A PROFESSIONAL CORPORATION IN THE
15 MANNER PROVIDED BY SECTION 2905 (RELATING TO ELECTION OF
16 PROFESSIONAL ASSOCIATIONS TO BECOME PROFESSIONAL
17 CORPORATIONS).
18 AN ASSOCIATION MAY NOT BE ORIGINALLY ORGANIZED UNDER THIS
19 CHAPTER.
20 § 9303. DEFINITIONS.
21 THE FOLLOWING WORDS AND PHRASES WHEN USED IN THIS CHAPTER
22 SHALL HAVE THE MEANINGS GIVEN TO THEM IN THIS SECTION UNLESS THE
23 CONTEXT CLEARLY INDICATES OTHERWISE:
24 "ASSOCIATES." THE MEMBERS OF ANY ASSOCIATION.
25 "PROFESSION." INCLUDES ALL OCCUPATIONS LEGALLY OR
26 TRADITIONALLY DESIGNATED AS PROFESSIONS IN WHICH MEMBERS BY LAW
27 (APART FROM CHAPTER 29 (RELATING TO PROFESSIONAL CORPORATIONS)),
28 TRADITION OR ETHICS ARE FORBIDDEN TO INCORPORATE FOR THE PURPOSE
29 OF RENDERING PROFESSIONAL SERVICES INCLUDING, BUT NOT LIMITED
30 TO, ARCHITECTS, ATTORNEYS AT LAW, CERTIFIED PUBLIC ACCOUNTANTS,
19870S1200B2515 - 594 -
1 CHIROPRACTORS, DENTISTS, OSTEOPATHS, PHYSICIANS AND SURGEONS.
2 "PROFESSIONAL SERVICE." ANY TYPE OF SERVICE WHICH CAN BE
3 RENDERED BY THE MEMBER OF ANY PROFESSION WITHIN THE PURVIEW OF
4 THAT PROFESSION.
5 § 9304. PURPOSE OF ASSOCIATION.
6 AN ASSOCIATION MAY BE ORGANIZED ONLY FOR THE PURPOSE OF
7 RENDERING THE ONE SPECIFIC KIND OF PROFESSIONAL SERVICE ITS
8 ASSOCIATES ARE AUTHORIZED TO RENDER AND IT SHALL NOT ENGAGE IN
9 ANY BUSINESS OTHER THAN RENDERING THE PROFESSIONAL SERVICE FOR
10 WHICH IT WAS ORGANIZED. THE PROFESSIONAL SERVICES SHALL BE
11 RENDERED SUBJECT TO RULES AND REGULATIONS OF THE PROFESSIONAL
12 LICENSING BOARDS WITH PARTICULAR REFERENCE TO MANNER OF
13 PRACTICE, NUMBER OF LOCATIONS OF PRACTICE AND PROFESSIONAL
14 CONDUCT AS WELL AS ANY OTHER MATTER WHICH MAY PROPERLY COME
15 WITHIN THE JURISDICTION OF THE PROFESSIONAL LICENSING BOARDS.
16 HOWEVER, IT MAY INVEST ITS FUNDS IN REAL ESTATE, MORTGAGES,
17 SHARES, BONDS OR ANY OTHER TYPE OF INVESTMENT AND IT MAY OWN
18 REAL AND PERSONAL PROPERTY NECESSARY OR APPROPRIATE FOR
19 RENDERING ITS PROFESSIONAL SERVICE.
20 § 9305. ARTICLES OF ASSOCIATION.
21 (A) GENERAL RULE.--THE ARTICLES OF ASSOCIATION SHALL CONTAIN
22 THE NAME OF THE ASSOCIATION, THE NAMES AND ADDRESSES OF ALL OF
23 THE ASSOCIATES, THE ADDRESS OF THE PRINCIPAL OFFICE OF THE
24 ASSOCIATION AND A GENERAL PURPOSE CLAUSE OF THE ASSOCIATION. ONE
25 COPY OF THE ARTICLES OF ASSOCIATION, FULLY EXECUTED, SHALL BE
26 FILED WITH THE OFFICE OF THE CLERK OF THE COURT OF COMMON PLEAS
27 OF THE COUNTY IN WHICH THE ASSOCIATION HAS ITS PRINCIPAL OFFICE.
28 (B) AMENDED ARTICLES OF ASSOCIATION.--AMENDED ARTICLES OF
29 ASSOCIATION SHALL BE FILED IN THE DEPARTMENT OF STATE BY THE
30 ASSOCIATION WITHIN 30 DAYS OF ANY CHANGE IN ITS MEMBERSHIP OR
19870S1200B2515 - 595 -
1 PRINCIPAL OFFICE ADDRESS.
2 (C) STATEMENT OF SUMMARY OF RECORD.--THE ASSOCIATION SHALL
3 BE SUBJECT TO SECTION 1311 (RELATING TO FILING OF STATEMENT OF
4 SUMMARY OF RECORD BY CERTAIN CORPORATIONS) TO THE SAME EXTENT AS
5 IF IT WERE A BUSINESS CORPORATION EXCEPT THAT ANY SUBSISTENCE
6 CERTIFICATE ISSUED BY THE DEPARTMENT THEREUNDER SHALL STATE THAT
7 THE ASSOCIATION IS A PROFESSIONAL ASSOCIATION DULY EXISTING
8 UNDER THE LAWS OF THIS COMMONWEALTH.
9 (D) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
10 STATEMENT).
11 § 9306. BOARD OF GOVERNORS.
12 THE ASSOCIATES SHALL ELECT A BOARD OF GOVERNORS WHICH SHALL
13 MANAGE ALL OF THE AFFAIRS OF THE ASSOCIATION. THE MEMBERSHIP OF
14 THE BOARD OF GOVERNORS SHALL CONSIST OF ONE OR MORE PERSONS WHO
15 MAY BUT NEED NOT BE ASSOCIATES. THE BOARD SHALL ELECT A
16 CHAIRMAN, A SECRETARY, A TREASURER AND ANY OTHER OFFICERS IT
17 DEEMS NECESSARY FOR THE SUCCESSFUL MANAGEMENT OF THE
18 ASSOCIATION.
19 § 9307. BYLAWS.
20 THE ASSOCIATES SHALL ADOPT BYLAWS TO REGULATE THE AFFAIRS OF
21 THE ASSOCIATION. THE BYLAWS SHALL PROVIDE FOR:
22 (1) THE METHOD OF ELECTION OF THE MEMBERS OF THE BOARD
23 OF GOVERNORS.
24 (2) THE NUMBER OF MEMBERS OF THE BOARD OF GOVERNORS.
25 (3) THE METHOD OF ELECTION OF OFFICERS OF THE BOARD OF
26 GOVERNORS.
27 (4) THE DATES OF THE REGULAR MEETINGS OF THE ASSOCIATES
28 WHICH SHALL OCCUR AT LEAST ONCE EACH YEAR.
29 (5) THE DATES OF THE REGULAR MEETINGS OF THE BOARD OF
30 GOVERNORS WHICH SHALL OCCUR AT LEAST ONCE EACH YEAR.
19870S1200B2515 - 596 -
1 (6) A METHOD FOR DETERMINING THE VALUES OF THE
2 RESPECTIVE INTERESTS OF THE ASSOCIATES.
3 (7) THE METHOD OF AMENDING THE BYLAWS.
4 (8) THE TERM OF EXISTENCE OF THE ASSOCIATION.
5 (9) SUCH OTHER PROVISIONS AS THE ASSOCIATES MAY DEEM
6 NECESSARY FOR THE SUCCESSFUL REGULATION OF THE AFFAIRS OF THE
7 ASSOCIATION.
8 § 9308. EMPLOYEES.
9 THE BOARD OF GOVERNORS MAY ENGAGE SUCH EMPLOYEES AS IT DEEMS
10 NECESSARY FOR THE OPERATION OF THE ASSOCIATION. AN EMPLOYEE
11 SHALL NOT BE ENGAGED TO RENDER PROFESSIONAL SERVICES UNLESS HE
12 IS DULY LICENSED OR OTHERWISE LEGALLY AUTHORIZED TO RENDER THE
13 PROFESSIONAL SERVICES IN THIS COMMONWEALTH EXCEPT THAT THE
14 ASSOCIATION MAY ENGAGE AGENTS OR EMPLOYEES WHO ARE NOT DULY
15 LICENSED OR OTHERWISE LEGALLY AUTHORIZED TO RENDER PROFESSIONAL
16 SERVICES TO RENDER SERVICES OF A NONPROFESSIONAL NATURE. AN
17 ASSOCIATE MAY BE AN EMPLOYEE OF THE ASSOCIATION.
18 § 9309. COMPENSATION.
19 THE BOARD OF GOVERNORS SHALL HAVE THE RIGHT TO ESTABLISH THE
20 AMOUNT AND METHOD OF COMPENSATION OF ALL OF THE EMPLOYEES.
21 § 9310. DISTRIBUTION OF EXCESS EARNINGS.
22 THE BOARD OF GOVERNORS MAY ESTABLISH WHAT PORTION OF EXCESS
23 EARNINGS OF THE ASSOCIATION SHALL BE DISTRIBUTED AMONG THE
24 ASSOCIATES. ANY DISTRIBUTION OF EXCESS EARNINGS OF THE
25 ASSOCIATION SHALL BE MADE TO EACH ASSOCIATE ACCORDING TO HIS
26 PROPORTIONATE OWNERSHIP IN THE ASSOCIATION.
27 § 9311. INTERESTS OF ASSOCIATES.
28 THE PORTION OF OWNERSHIP OF EACH ASSOCIATE IN AN ASSOCIATION
29 SHALL BE EVIDENCED BY AN OWNERSHIP CERTIFICATE.
30 § 9312. TRANSFER OF INTERESTS.
19870S1200B2515 - 597 -
1 ANY ASSOCIATE OR THE PERSONAL REPRESENTATIVE OF HIS ESTATE
2 MAY TRANSFER, IN WHOLE OR IN PART, HIS INTEREST IN AN
3 ASSOCIATION ONLY TO A TRANSFEREE WHO IS LICENSED OR OTHERWISE
4 LEGALLY AUTHORIZED TO RENDER THE SAME KIND OF PROFESSIONAL
5 SERVICE WHICH THE ASSOCIATION WAS ORGANIZED TO RENDER. IF ANY
6 RESTRICTIONS ARE IMPOSED ON THE RIGHT TO TRANSFER, THE
7 RESTRICTIONS SHALL BE SPECIFICALLY SET FORTH IN THE BYLAWS OF
8 THE ASSOCIATION AND REFERENCE TO THE RESTRICTION SHALL BE SET
9 FORTH EITHER GENERALLY OR SPECIFICALLY ON ANY CERTIFICATES WHICH
10 EVIDENCE OWNERSHIP IN THE ASSOCIATION.
11 § 9313. REDEMPTION OF INTERESTS.
12 AN ASSOCIATION MAY, UPON AGREEMENT WITH ANY ASSOCIATE
13 (INCLUDING ANY ASSOCIATE WHO HAS BEEN EXPELLED) OR THE PERSONAL
14 REPRESENTATIVE OF HIS ESTATE, REDEEM THE INTEREST IN THE
15 ASSOCIATION OF THE ASSOCIATE OR HIS ESTATE.
16 § 9314. TERM OF EXISTENCE.
17 AN ASSOCIATION MAY BE ORGANIZED FOR ANY TERM OF YEARS OR ITS
18 EXISTENCE MAY BE PERPETUAL. NEITHER DEATH, BANKRUPTCY,
19 RESIGNATION, EXPULSION, INSANITY, RETIREMENT NOR TRANSFER OR
20 REDEMPTION OF THE INTEREST OF ANY ASSOCIATE SHALL CAUSE ITS
21 DISSOLUTION.
22 § 9315. NAME.
23 THE ASSOCIATES MAY ADOPT ANY NAME FOR THEIR ASSOCIATION WHICH
24 IS NOT CONTRARY TO LAW OR THE ETHICS OF THEIR PROFESSION.
25 § 9316. VOTING OF ASSOCIATES.
26 AT ANY MEETING OF THE ASSOCIATES OF AN ASSOCIATION, EACH
27 ASSOCIATE SHALL HAVE THE RIGHT TO VOTE ACCORDING TO HIS
28 PROPORTIONATE OWNERSHIP IN THE ASSOCIATION.
29 § 9317. LIABILITY OF ASSOCIATES.
30 (A) JOINT AND SEVERAL LIABILITY.--ALL OF THE ASSOCIATES OF
19870S1200B2515 - 598 -
1 AN ASSOCIATION ARE LIABLE, JOINTLY AND SEVERALLY, FOR:
2 (1) THE TORTS OF ANY AGENT OR EMPLOYEE OF THE
3 ASSOCIATION COMMITTED WHILE THE AGENT OR EMPLOYEE IS ACTING
4 WITHIN THE ORDINARY COURSE OF OPERATION OF THE ASSOCIATION.
5 (2) THE MISAPPLICATION BY ANY ASSOCIATE OF ANY MONEY OR
6 PROPERTY OF A THIRD PERSON IF THE MONEY OR PROPERTY WAS
7 RECEIVED BY THE ASSOCIATION IN THE ORDINARY COURSE OF ITS
8 OPERATION.
9 (B) JOINT LIABILITY.--ALL OF THE ASSOCIATES OF AN
10 ASSOCIATION ARE LIABLE, JOINTLY, FOR ALL DEBTS AND LEGAL
11 OBLIGATIONS OF THE ASSOCIATION OTHER THAN THOSE CHARGEABLE UNDER
12 SUBSECTION (A).
13 § 9318. PROFESSIONAL DISQUALIFICATIONS.
14 IF ANY AGENT OR EMPLOYEE OF THE ASSOCIATION ENGAGED FOR THE
15 PURPOSE OF RENDERING PROFESSIONAL SERVICES OR ANY ASSOCIATE
16 BECOMES LEGALLY DISQUALIFIED TO RENDER PROFESSIONAL SERVICES,
17 THE AGENCY OR EMPLOYMENT SHALL BE IMMEDIATELY TERMINATED UPON
18 DISQUALIFICATION AND, IN THE CASE OF AN ASSOCIATE, THE ASSOCIATE
19 SHALL BE IMMEDIATELY EXPELLED FROM THE ASSOCIATION. THE EXPELLED
20 ASSOCIATE SHALL HAVE THE RIGHT TO TRANSFER HIS INTEREST IN THE
21 ASSOCIATION IN ACCORDANCE WITH SECTION 9312 (RELATING TO
22 TRANSFER OF INTERESTS).
23 § 9319. DISSOLUTION.
24 (A) GENERAL RULE.--AN ASSOCIATION SHALL BE DISSOLVED ONLY
25 UPON THE OCCURRENCE OF ONE OF THE FOLLOWING:
26 (1) EXPIRATION OF THE TERM OF EXISTENCE AS PROVIDED IN
27 THE BYLAWS OF THE ASSOCIATION BUT NOT UNTIL ARTICLES OF
28 DISSOLUTION HAVE BEEN FILED AS PROVIDED IN SUBSECTION (C).
29 (2) UPON VOTE OF A MAJORITY (OR SUCH PERCENTAGE AS MAY
30 BE PROVIDED IN THE BYLAWS BUT IN NO EVENT LESS THAN A SIMPLE
19870S1200B2515 - 599 -
1 MAJORITY) OF THE ASSOCIATES, VOTING ACCORDING TO THEIR
2 PROPORTIONATE SHARES OF OWNERSHIP, TO DISSOLVE PRIOR TO THE
3 EXPIRATION OF THE TERM OF EXISTENCE OF THE ASSOCIATION.
4 (B) PROCEDURE.--IF A SPECIAL MEETING IS CALLED FOR THE
5 PURPOSE OF VOTING TO DISSOLVE AN ASSOCIATION, NOTICE SHALL BE
6 GIVEN TO EACH OF THE ASSOCIATES AT HIS ADDRESS OF RECORD WITH
7 THE ASSOCIATION OF THE TIME, PLACE AND PURPOSE OF THE MEETING,
8 BY FIRST CLASS MAIL, AT LEAST TEN DAYS PRIOR TO THE MEETING
9 UNLESS A GREATER PERIOD IS REQUIRED BY THE BYLAWS.
10 (C) ARTICLES OF DISSOLUTION.--THE ASSOCIATION SHALL FILE
11 ARTICLES OF DISSOLUTION SUBSTANTIALLY AS PROVIDED BY SECTION
12 1977 (RELATING TO ARTICLES OF DISSOLUTION).
13 (D) EFFECT OF DISSOLUTION.--UPON DISSOLUTION, ALL DEBTS AND
14 OBLIGATIONS OF THE ASSOCIATION SHALL BE SATISFIED AND, IF ANY
15 PROPERTY OF THE ASSOCIATION REMAINS, IT SHALL BE DIVIDED AMONG
16 THE ASSOCIATES PROPORTIONALLY ACCORDING TO THEIR OWNERSHIP IN
17 THE ASSOCIATION. IF ALL OF THE DEBTS AND LEGAL OBLIGATIONS OF
18 THE ASSOCIATION HAVE NOT BEEN SATISFIED AT THE TIME OF
19 DISSOLUTION, ALL OF THE ASSOCIATES SHALL REMAIN JOINTLY AND
20 SEVERALLY LIABLE UNTIL ALL THE DEBTS AND OBLIGATIONS ARE
21 SATISFIED.
22 PART V
23 BUSINESS TRUSTS
24 CHAPTER
25 95. BUSINESS TRUSTS
26 CHAPTER 95
27 BUSINESS TRUSTS
28 SEC.
29 9501. APPLICATION AND EFFECT OF CHAPTER.
30 9502. CREATION OF BUSINESS TRUSTS.
19870S1200B2515 - 600 -
1 9503. DOCUMENTATION OF TRUST.
2 9504. REGISTERED OFFICE.
3 9505. SUCCESSION OF TRUSTEES.
4 9506. LIABILITY OF TRUSTEES AND BENEFICIARIES.
5 § 9501. APPLICATION AND EFFECT OF CHAPTER.
6 (A) GENERAL RULE.--THIS CHAPTER SHALL APPLY TO AND THE WORDS
7 "BUSINESS TRUST" IN THIS CHAPTER SHALL MEAN A BUSINESS TRUST:
8 (1) HEREAFTER ESTABLISHED UNDER THE LAWS OF THIS
9 COMMONWEALTH.
10 (2) WHOSE DEED OF TRUST OR OTHER ORGANIC DOCUMENT
11 STATES, BY AMENDMENT OR OTHERWISE, THAT THE TRUST EXISTS
12 SUBJECT TO THE PROVISIONS OF THIS CHAPTER, IN THE CASE OF A
13 BUSINESS TRUST HERETOFORE ESTABLISHED UNDER THE LAWS OF THIS
14 COMMONWEALTH OR HERETOFORE OR HEREAFTER ESTABLISHED UNDER THE
15 LAWS OF ANY OTHER JURISDICTION.
16 (B) NO FRANCHISE.--THIS CHAPTER SHALL NOT CONFER ON A
17 BUSINESS TRUST THE POWER TO ENGAGE IN ANY ACTIVITY THAT MAY BE
18 UNDERTAKEN ONLY IN CORPORATE FORM.
19 (C) EFFECT ON TAXATION.--THIS CHAPTER IS ENACTED TO CODIFY
20 AND CLARIFY CERTAIN COMMON LAW PRINCIPLES APPLICABLE TO BUSINESS
21 TRUSTS AND IS NOT INTENDED TO AFFECT THE LIABILITY OF ANY
22 BUSINESS TRUST TO ANY TAX. A TRUST THAT IS SUBJECT TO THIS
23 CHAPTER SHALL NOT BE DEEMED TO BE ORGANIZED OR CREATED BY OR
24 UNDER THIS OR ANY OTHER STATUTE OR TO HAVE THE BENEFIT OF ANY
25 STATE FRANCHISE FOR THE PURPOSE OF EXISTING LAW RELATING TO
26 TAXATION.
27 § 9502. CREATION OF BUSINESS TRUSTS.
28 A BUSINESS TRUST MAY BE CREATED IN REAL OR PERSONAL PROPERTY,
29 OR BOTH, WITH POWER IN THE TRUSTEE, OR A MAJORITY OF THE
30 TRUSTEES:
19870S1200B2515 - 601 -
1 (1) TO RECEIVE TITLE TO, HOLD, BUY, SELL, EXCHANGE,
2 TRANSFER AND CONVEY REAL AND PERSONAL PROPERTY FOR THE USE OF
3 THE BUSINESS TRUST.
4 (2) TO TAKE, RECEIVE, INVEST OR DISBURSE THE RECEIPTS,
5 EARNINGS, RENTS, PROFITS OR RETURNS FROM THE TRUST ESTATE.
6 (3) TO CARRY ON AND CONDUCT ANY LAWFUL BUSINESS
7 DESIGNATED IN THE DEED OR OTHER INSTRUMENT OF TRUST, AND
8 GENERALLY TO DO ANY LAWFUL ACT IN RELATION TO SUCH TRUST
9 PROPERTY THAT ANY INDIVIDUAL OWNING THE SAME ABSOLUTELY MIGHT
10 DO.
11 § 9503. DOCUMENTATION OF TRUST.
12 (A) GENERAL RULE.--A BUSINESS TRUST SHALL NOT BE VALID
13 UNLESS CREATED BY DEED OF TRUST OR OTHER WRITTEN INSTRUMENT
14 SUBSCRIBED BY ONE OR MORE INDIVIDUALS, ASSOCIATIONS OR OTHER
15 ENTITIES AND FILED IN THE DEPARTMENT OF STATE.
16 (B) DEFINITION OF "INSTRUMENT."--THE TERM "INSTRUMENT" AS
17 USED IN THIS CHAPTER SHALL MEAN THE ORIGINAL DEED OF TRUST OR
18 OTHER WRITTEN INSTRUMENT, ALL AMENDMENTS THEREOF AND ANY OTHER
19 STATEMENTS OR CERTIFICATES PERMITTED OR REQUIRED TO BE FILED IN
20 THE DEPARTMENT BY SECTIONS 108 (RELATING TO CHANGE IN LOCATION
21 OR STATUS OF REGISTERED OFFICE PROVIDED BY AGENT) AND 138
22 (RELATING TO STATEMENT OF CORRECTION) OR THIS CHAPTER. IF AN
23 AMENDMENT OF THE INSTRUMENT OR ARTICLES OF MERGER MADE IN THE
24 MANNER PERMITTED BY SECTION 1921(C) (RELATING TO BUSINESS TRUSTS
25 AND OTHER ASSOCIATIONS) OR A CERTIFICATE OF MERGER MADE IN THE <--
26 MANNER PERMITTED BY SECTION 8545(C) (RELATING TO BUSINESS TRUSTS
27 AND OTHER ASSOCIATIONS) RESTATES AN INSTRUMENT IN ITS ENTIRETY,
28 THENCEFORTH THE "INSTRUMENT" SHALL NOT INCLUDE ANY PRIOR
29 DOCUMENTS AND ANY CERTIFICATE ISSUED BY THE DEPARTMENT WITH
30 RESPECT THERETO SHALL SO STATE.
19870S1200B2515 - 602 -
1 (C) AMENDMENT.--THE INSTRUMENT MAY BE AMENDED IN THE MANNER
2 AND TO THE EXTENT PROVIDED THEREIN OR BY THE TRUSTEE OR A
3 MAJORITY OF THE TRUSTEES, IF NOT OTHERWISE PROVIDED THEREIN. THE
4 AMENDMENT SHALL BE EVIDENCED BY A WRITTEN INSTRUMENT SUBSCRIBED
5 BY ONE OR MORE AUTHORIZED PERSONS ON BEHALF OF THE BUSINESS
6 TRUST. THE INSTRUMENT OF AMENDMENT SHALL BE FILED IN THE
7 DEPARTMENT AND SHALL BECOME EFFECTIVE UPON FILING OR SUCH LATER
8 DATE AND TIME, IF ANY, AS MAY BE SET FORTH IN THE INSTRUMENT OF
9 AMENDMENT.
10 (D) DURATION.--THE INSTRUMENT CREATING A BUSINESS TRUST
11 SHALL SPECIFY THE PERIOD OF ITS DURATION, WHICH SHALL NOT EXCEED
12 21 YEARS FROM ITS CREATION OR FROM ITS LAST EXTENSION, WHICHEVER
13 IS LATER. A BENEFICIARY OF A BUSINESS TRUST WHO OBJECTS TO THE
14 EXTENSION OF THE TERM OF EXISTENCE OF A BUSINESS TRUST AND WHO
15 COMPLIES WITH THE PROVISIONS OF SUBCHAPTER D OF CHAPTER 15
16 (RELATING TO DISSENTERS RIGHTS) SHALL BE ENTITLED TO THE RIGHTS
17 AND REMEDIES THEREIN PROVIDED. THE DATE OF THE ADOPTION OF THE
18 AMENDMENT TO THE INSTRUMENT CHANGING THE TERM OF EXISTENCE SHALL
19 BE DEEMED TO BE THE EFFECTIVE DATE OF THE PLAN, THE
20 BENEFICIARIES WHO MAKE WRITTEN DEMAND SHALL BE DEEMED TO BE THE
21 DISSENTING SHAREHOLDERS, AND THE TRUST SHALL BE DEEMED THE
22 CORPORATION FOR THE PURPOSES OF THAT SUBCHAPTER.
23 (E) CROSS REFERENCE.--SEE SECTION 134 (RELATING TO DOCKETING
24 STATEMENT).
25 § 9504. REGISTERED OFFICE.
26 (A) GENERAL RULE.--THE INSTRUMENT SHALL SET FORTH, SUBJECT
27 TO SECTION 109 (RELATING TO NAME OF COMMERCIAL REGISTERED OFFICE
28 PROVIDER IN LIEU OF REGISTERED ADDRESS), THE ADDRESS, INCLUDING
29 STREET AND NUMBER, IF ANY, OF THE REGISTERED OFFICE OF THE
30 BUSINESS TRUST IN THIS COMMONWEALTH.
19870S1200B2515 - 603 -
1 (B) CHANGE.--THE REGISTERED OFFICE LOCATION OF A BUSINESS
2 TRUST MAY BE CHANGED BY AN AMENDMENT OF THE INSTRUMENT.
3 (C) ALTERNATIVE PROCEDURE.--A BUSINESS TRUST MAY SATISFY THE
4 REQUIREMENTS OF THIS CHAPTER CONCERNING THE MAINTENANCE OF A
5 REGISTERED OFFICE IN THIS COMMONWEALTH BY SETTING FORTH IN ANY
6 DOCUMENT FILED IN THE DEPARTMENT PURSUANT TO ANY PROVISIONS OF
7 THIS TITLE THAT PERMITS OR REQUIRES THE STATEMENT OF THE ADDRESS
8 OF ITS THEN REGISTERED OFFICE, IN LIEU OF THAT ADDRESS, THE
9 STATEMENT AUTHORIZED BY SECTION 109(A) (RELATING TO NAME OF
10 COMMERCIAL REGISTERED OFFICE PROVIDER IN LIEU OF REGISTERED
11 ADDRESS).
12 § 9505. SUCCESSION OF TRUSTEES.
13 AN INSTRUMENT MAY PROVIDE FOR THE SUCCESSION TO ANY TRUSTEE,
14 IN CASE OF THE DEATH, RESIGNATION, REMOVAL OR INCAPACITY OF SUCH
15 TRUSTEE. IN THE CASE OF ANY SUCH SUCCESSION THE TITLE TO THE
16 TRUST PROPERTY SHALL AT ONCE VEST IN THE SUCCEEDING TRUSTEE.
17 § 9506. LIABILITY OF TRUSTEES AND BENEFICIARIES.
18 (A) GENERAL RULE.--LIABILITY TO THIRD PARTIES FOR ANY ACT,
19 OMISSION OR OBLIGATION OF A TRUSTEE OF A BUSINESS TRUST WHEN
20 ACTING IN SUCH CAPACITY SHALL EXTEND TO THE WHOLE OF THE TRUST
21 ESTATE OR SO MUCH THEREOF AS MAY BE NECESSARY TO DISCHARGE SUCH
22 LIABILITY, BUT PERSONAL LIABILITY SHALL NOT ATTACH TO THE
23 TRUSTEE OR THE BENEFICIARIES OF THE TRUST FOR ANY SUCH ACT,
24 OMISSION OR LIABILITY.
25 (B) STANDARDS AND IMMUNITIES.--THE PROVISIONS OF SUBCHAPTER
26 B OF CHAPTER 5 (RELATING TO INDEMNIFICATION AND CORPORATE
27 DIRECTORS' LIABILITY) SHALL BE APPLICABLE TO TRUSTEES OF A
28 BUSINESS TRUST.
29 SECTION 104. LEGISLATIVE FINDINGS AS TO ACCEPTANCE OF
30 CONSTITUTION OF PENNSYLVANIA.
19870S1200B2515 - 604 -
1 (A) GENERAL RULE.--THE GENERAL ASSEMBLY FINDS AND DETERMINES
2 AS FOLLOWS FOR THE PURPOSE OF SECTION 3B OF THE ACT OF MAY 5,
3 1933 (P.L.289, NO.105), KNOWN AS THE NONPROFIT CORPORATION LAW
4 OF 1933, AS ADDED BY THE ACT OF JANUARY 18, 1966 (1965 P.L.1406,
5 NO.520), SECTION 3B OF THE ACT OF MAY 5, 1933 (P.L.364, NO.106),
6 KNOWN AS THE BUSINESS CORPORATION LAW OF 1933, AS ADDED BY THE
7 ACT OF JANUARY 18, 1966 (1965 P.L.1305, NO.519), AND SECTIONS 3
8 AND 5 OF THE ACT OF JANUARY 18, 1966 (1965 P.L.1443, NO.521)
9 (REFERRED TO COLLECTIVELY IN THIS SECTION AS THE REGISTRY ACTS
10 OF 1966);
11 (1) THE CORPORATION INCORPORATED BY THE ACT OF FEBRUARY
12 24, 1846 (P.L.56, NO.47) IS SUBJECT TO THE CONSTITUTION OF
13 PENNSYLVANIA BY REASON OF THE ENACTMENT AND ACCEPTANCE OF THE
14 ACT OF APRIL 8, 1867 (P.L.916, NO.836).
15 (2) THE CORPORATION INCORPORATED BY THE ACT SIGNED MARCH
16 27, 1855 (1857 P.L.729, NO.732) IS SUBJECT TO THE
17 CONSTITUTION OF PENNSYLVANIA BY REASON OF HAVING ITS CHARTER
18 ENROLLED UNDER THE ACT OF APRIL 16, 1845 (P.L.532, NO.348)
19 AFTER THE ENACTMENT OF THE ACT OF MAY 3, 1855 (P.L.423,
20 NO.448).
21 (3) THE CEDAR GROVE CEMETERY ASSOCIATION, INCORPORATED
22 PURSUANT TO THE ACT OF APRIL 6, 1791 (3 SM.L.20, CH.1536, 14
23 STAT. 50), REFERRED TO AS THE CORPORATION ACT OF 1791, AS
24 SUPPLEMENTED BY THE ACT OF OCTOBER 13, 1840 (1841 P.L.1,
25 NO.258), IS SUBJECT TO THE CONSTITUTION OF PENNSYLVANIA BY
26 REASON OF THE RESERVED POWER CONTAINED IN THE PROVISO TO
27 SECTION 3 OF THE ACT OF APRIL 6, 1791 (3 SM.L.20, CH.1536, 14
28 STAT. 50).
29 (4) THE CORPORATION INCORPORATED BY THE ACT OF MAY 11
30 1751 (1 SM.L. 208, CH.390, 5 STAT. 128) IS SUBJECT TO THE
19870S1200B2515 - 605 -
1 CONSTITUTION OF PENNSYLVANIA BY REASON OF THE ACCEPTANCE OF
2 THE BENEFITS OF LAWS PASSED BY THE GENERAL ASSEMBLY AFTER
3 1873 GOVERNING THE AFFAIRS OF CORPORATIONS, AS EVIDENCED BY A
4 WRITTEN ACKNOWLEDGMENT OF THAT FACT FILED BY THE CORPORATION
5 IN THE DEPARTMENT OF STATE ON DECEMBER 17, 1981.
6 (5) AS REPORTED BY THE DEPARTMENT OF STATE, NO
7 CORPORATIONS, OTHER THAN THOSE MENTIONED IN PARAGRAPHS (1)
8 THROUGH (4), FILED IN THE DEPARTMENT OF STATE UNDER THE
9 REGISTRY ACTS OF 1966 ON OR BEFORE JANUARY 1, 1967, A
10 CERTIFICATE DECLINING TO ACCEPT THE PROVISIONS OF THE
11 CONSTITUTION OF PENNSYLVANIA.
12 (6) ALL CORPORATIONS INCORPORATED PRIOR TO OCTOBER 14,
13 1857, UNDER THE AUTHORITY OF THE COMMONWEALTH OR OF THE LATE
14 PROPRIETARIES OF THE PROVINCE OF PENNSYLVANIA ARE NOW SUBJECT
15 TO THE CONSTITUTION OF PENNSYLVANIA AND THE GENERAL
16 LEGISLATIVE JURISDICTION OF THE GENERAL ASSEMBLY.
17 (B) PROCEEDINGS TO CHALLENGE FINDINGS.--UNLESS A PERSON
18 ADVERSELY AFFECTED BY THE FINDINGS SET FORTH IN SUBSECTION (A)
19 COMMENCES A DECLARATORY JUDGMENT PROCEEDING AGAINST THE
20 COMMONWEALTH UNDER 42 PA.C.S. CH. 75, SUBCH. C (RELATING TO
21 DECLARATORY JUDGMENTS), CHALLENGING SUCH FINDINGS AND
22 DETERMINATIONS WITHIN ONE YEAR AFTER THE ENACTMENT OF THIS ACT,
23 THE FINDINGS AND DETERMINATIONS SHALL BE FINAL AND CONCLUSIVE.
24 IN ANY SUCH PROCEEDING THE COMMONWEALTH MAY ASSERT ANY PROPER
25 GROUND, WHETHER OR NOT SPECIFIED IN THIS SECTION, IN SUPPORT OF
26 THE DETERMINATION THAT THE OBJECTING CORPORATION IS SUBJECT TO
27 THE CONSTITUTION OF PENNSYLVANIA AND THE GENERAL LEGISLATIVE
28 JURISDICTION OF THE GENERAL ASSEMBLY.
29 SECTION 105. ADDITIONAL FILING FEE.
30 THE FEE PAYABLE FOR FILING A STATEMENT OF CHANGE OF
19870S1200B2515 - 606 -
1 REGISTERED OFFICE BY AGENT UNDER 15 PA.C.S. § 108 (RELATING TO
2 CHANGE IN LOCATION OR STATUS OF REGISTERED OFFICE PROVIDED BY
3 AGENT) SHALL BE $3.
4 SECTION 106. TAXATION OF ELECTING PARTNERSHIPS.
5 NOTWITHSTANDING ANY OTHER PROVISION OF LAW, A PARTNERSHIP AS
6 TO WHICH AN ELECTION UNDER 15 PA.C.S. CH. 87 (RELATING TO
7 ELECTING PARTNERSHIPS) IS IN EFFECT SHALL BE DEEMED TO BE A
8 CORPORATION ORGANIZED AND EXISTING UNDER 15 PA.C.S. PT. II,
9 SUBPT. B, KNOWN AS THE BUSINESS CORPORATION LAW OF 1988, FOR THE
10 PURPOSES OF THE IMPOSITION BY THE COMMONWEALTH OR ANY POLITICAL
11 SUBDIVISION OF ANY TAX OR LICENSE FEE ON OR WITH RESPECT TO ANY
12 PROPERTY, PRIVILEGE, TRANSACTION, SUBJECT OR OCCUPATION.
13 SECTION 107. STUDY OF TRANSFER OF LOCAL CORPORATE RECORDS. <--
14 THE DEPARTMENT OF STATE SHALL STUDY THE FEASIBILITY AND COST
15 OF TRANSFERRING TO THE CUSTODY OR CONTROL OF THE DEPARTMENT ALL
16 CORPORATE RECORDS IN THE POSSESSION OF THE OFFICES OF THE CLERK
17 OF THE COURTS OF COMMON PLEAS AND RECORDERS OF DEEDS AND
18 OFFICERS SERVING SIMILAR FUNCTIONS IN HOME RULE CHARTER COUNTIES
19 UNDER REPEALED STATUTES, AND THE PRESENT AND PROSPECTIVE
20 CONDITION, INTEGRITY AND AVAILABILITY OF THOSE RECORDS, AND
21 SHALL REPORT THE RESULTS OF THE STUDY TO THE GENERAL ASSEMBLY
22 WITHIN ONE YEAR AFTER THE EFFECTIVE DATE OF THIS SECTION.
23 SECTION 107. PRIOR LAW TRANSITIONAL PROVISION. <--
24 (A) GENERAL RULE.--A BUSINESS CORPORATION AS DEFINED IN 15
25 PA.C.S. § 1103 (RELATING TO DEFINITIONS) THAT WAS INCORPORATED
26 PRIOR TO THE ENACTMENT OF THIS ACT AND THAT DESIRES TO CONTINUE
27 IN EFFECT ANY OF THE PROVISIONS OF PRIOR LAW CONTAINED IN
28 PARAGRAPH (2) MAY FILE IN THE DEPARTMENT OF STATE, PRIOR TO THE
29 GENERAL EFFECTIVE DATE OF THIS ACT, A STATEMENT WITH RESPECT TO
30 CONTINUATION OF PROCEDURE EXECUTED BY THE CORPORATION IN THE
19870S1200B2515 - 607 -
1 MANNER PROVIDED BY 15 PA.C.S. § 1108 (RELATING TO EXECUTION OF
2 DOCUMENTS) SETTING FORTH:
3 (1) THE NAME OF THE CORPORATION.
4 (2) ONE OR MORE OF THE FOLLOWING PARAGRAPHS, IN HAEC
5 VERBA:
6 THE ENTIRE BOARD OF DIRECTORS, OR A CLASS OF THE
7 BOARD, WHERE THE BOARD IS CLASSIFIED WITH RESPECT TO THE
8 POWER TO ELECT DIRECTORS, OR ANY INDIVIDUAL DIRECTOR MAY
9 BE REMOVED FROM OFFICE WITHOUT ASSIGNING ANY CAUSE BY THE
10 VOTE OF SHAREHOLDERS ENTITLED TO CAST AT LEAST A MAJORITY
11 OF THE VOTES WHICH ALL SHAREHOLDERS WOULD BE ENTITLED TO
12 CAST AT ANY ANNUAL ELECTION OF DIRECTORS OR OF SUCH CLASS
13 OF DIRECTORS. THE PRECEDING SENTENCE SHALL BE INTERPRETED
14 IN THE SAME MANNER AS THE FIRST SENTENCE OF SECTION 405
15 OF THE ACT OF MAY 5, 1933 (P.L.364, NO.106), KNOWN AS THE
16 BUSINESS CORPORATION LAW OF 1933, AS AMENDED BY THE ACT
17 OF JULY 20, 1968 (P.L.459, NO.216).
18 SPECIAL MEETINGS OF THE SHAREHOLDERS MAY BE CALLED AT
19 ANY TIME BY THE PRESIDENT, OR THE BOARD OF DIRECTORS, OR
20 SHAREHOLDERS ENTITLED TO CAST AT LEAST ONE-FIFTH OF THE
21 VOTES WHICH ALL SHAREHOLDERS ARE ENTITLED TO CAST AT THE
22 PARTICULAR MEETING, OR BY SUCH OTHER OFFICERS OR PERSONS
23 AS MAY BE PROVIDED IN THE ARTICLES OR BYLAWS. THE
24 PRECEDING SENTENCE SHALL BE INTERPRETED IN THE SAME
25 MANNER AS THE FIRST SENTENCE OF SUBSECTION C OF SECTION
26 501 OF THE BUSINESS CORPORATION LAW OF 1933, AS AMENDED
27 BY THE ACT OF AUGUST 27, 1963 (P.L.1355, NO.534).
28 EVERY AMENDMENT TO THE ARTICLES SHALL BE PROPOSED BY
29 EITHER THE BOARD OF DIRECTORS BY THE ADOPTION OF A
30 RESOLUTION SETTING FORTH THE PROPOSED AMENDMENT OR BY
19870S1200B2515 - 608 -
1 PETITION OF SHAREHOLDERS ENTITLED TO CAST AT LEAST TEN
2 PERCENT OF THE VOTES WHICH ALL SHAREHOLDERS ARE ENTITLED
3 TO CAST THEREON, SETTING FORTH THE PROPOSED AMENDMENT,
4 WHICH PETITION SHALL BE DIRECTED TO, AND FILED WITH, THE
5 BOARD OF DIRECTORS. THE PRECEDING SENTENCE SHALL BE
6 INTERPRETED IN THE SAME MANNER AS THE FIRST SENTENCE OF
7 SECTION 802 OF THE BUSINESS CORPORATION LAW OF 1933, AS
8 AMENDED BY THE ACT OF AUGUST 27, 1963 (P.L.1355, NO.534).
9 (3) A STATEMENT THAT THE FILING OF THE STATEMENT WITH
10 RESPECT TO CONTINUATION OF PROCEDURE WAS AUTHORIZED BY THE
11 BOARD OF DIRECTORS.
12 (B) ALTERNATIVE PROCEDURE.--A QUALIFIED SHAREHOLDER OF A
13 REGISTERED CORPORATION AS DEFINED IN 15 PA.C.S. § 2502 (RELATING
14 TO REGISTERED CORPORATION STATUS) WHO DESIRES TO CONTINUE TO
15 ENJOY THE BENEFITS OF ANY OF THE PROVISIONS OF PRIOR LAW
16 DESCRIBED IN SUBSECTION (A)(2), MAY FILE IN THE DEPARTMENT OF
17 STATE, PRIOR TO THE GENERAL EFFECTIVE DATE OF THIS ACT, A

Historical Act text part 11

18 STATEMENT WITH RESPECT TO CONTINUATION OF PROCEDURE EXECUTED BY
19 THE QUALIFIED SHAREHOLDER SETTING FORTH:
20 (1) THE NAME OF THE CORPORATION.
21 (2) ONE OR MORE OF THE FOLLOWING PARAGRAPHS, IN HAEC
22 VERBA:
23 ON THE PETITION OF A QUALIFIED SHAREHOLDER, AS
24 DEFINED IN SECTION 107(F) OF THE GENERAL ASSOCIATION ACT
25 OF 1988, WHICH PETITION SHALL BE DIRECTED TO, AND FILED
26 WITH THE BOARD OF DIRECTORS, THE ENTIRE BOARD OF
27 DIRECTORS, OR A CLASS OF THE BOARD, WHERE THE BOARD IS
28 CLASSIFIED WITH RESPECT TO THE POWER TO ELECT DIRECTORS
29 (WHICH TERM INCLUDES DIRECTORS ELECTED FOR TERMS OF MORE
30 THAN ONE YEAR AND DIRECTORS ELECTED BY HOLDERS OF
19870S1200B2515 - 609 -
1 SPECIFIED CLASSES OR SERIES OF SHARES), OR ANY INDIVIDUAL
2 DIRECTOR MAY BE REMOVED FROM OFFICE WITHOUT ASSIGNING ANY
3 CAUSE BY THE VOTE OF SHAREHOLDERS ENTITLED TO CAST AT
4 LEAST A MAJORITY OF THE VOTES WHICH ALL SHAREHOLDERS
5 WOULD BE ENTITLED TO CAST AT ANY ANNUAL ELECTION OF
6 DIRECTORS OR OF SUCH CLASS OF DIRECTORS.
7 SPECIAL MEETINGS OF THE SHAREHOLDERS MAY BE CALLED AT
8 ANY TIME BY A QUALIFIED SHAREHOLDER AS DEFINED IN SECTION
9 107(F) OF THE GENERAL ASSOCIATION ACT OF 1988.
10 EVERY AMENDMENT TO THE ARTICLES SHALL BE PROPOSED BY
11 EITHER THE BOARD OF DIRECTORS BY THE ADOPTION OF A
12 RESOLUTION SETTING FORTH THE PROPOSED AMENDMENT OR BY
13 PETITION OF ANY QUALIFIED SHAREHOLDER AS DEFINED IN
14 SECTION 107(F) OF THE GENERAL ASSOCIATION ACT OF 1988,
15 SETTING FORTH THE PROPOSED AMENDMENT, WHICH PETITION
16 SHALL BE DIRECTED TO, AND FILED WITH, THE BOARD OF
17 DIRECTORS.
18 (3) A STATEMENT THAT THE PERSON EXECUTING THE STATEMENT
19 IS A QUALIFIED SHAREHOLDER OF THE CORPORATION AS DEFINED IN
20 SECTION 107(F) OF THE GENERAL ASSOCIATION ACT OF 1988.
21 (C) EFFECT OF FILING.--UPON FILING IN THE DEPARTMENT OF
22 STATE, THE STATEMENT WITH RESPECT TO CONTINUATION OF PROCEDURE
23 SHALL OPERATE AS AN AMENDMENT OF THE ARTICLES OF THE CORPORATION
24 EFFECTIVE AS OF THE GENERAL EFFECTIVE DATE OF THIS ACT. A
25 PROVISION OF THE ARTICLES SET FORTH IN A STATEMENT WITH RESPECT
26 TO CONTINUATION OF PROCEDURE MAY BE AMENDED OR STRICKEN IN THE
27 MANNER PROVIDED BY LAW AND THE ARTICLES OF INCORPORATION. FOR
28 THE PURPOSES OF 15 PA.C.S. § 1103, THE STATEMENT SHALL BE A PART
29 OF THE "ARTICLES" AS THEREIN DEFINED. THE FILING OF A STATEMENT
30 WITH RESPECT TO CONTINUATION OF PROCEDURE AS PERMITTED BY THIS
19870S1200B2515 - 610 -
1 SECTION SHALL NOT BE VOID OR VOIDABLE BY REASON OF THE
2 PARTICIPATION OF ONE OR MORE DIRECTORS WHO ARE AFFILIATED WITH
3 ANY SHAREHOLDER.
4 (D) DISCRETIONARY ACTION OR INACTION.--A DIRECTOR OR
5 QUALIFIED SHAREHOLDER SHALL NOT BE HELD LIABLE FOR TAKING OR
6 OMITTING TO TAKE ANY ACTION PERMITTED BY SUBSECTION (A) OR (B)
7 RESPECTIVELY, IT BEING THE INTENTION OF THIS SECTION THAT ANY
8 SUCH DIRECTOR OR QUALIFIED SHAREHOLDER MAY EXERCISE ABSOLUTE
9 DISCRETION IN TAKING OR OMITTING TO TAKE ANY SUCH ACTION.
10 (E) STATEMENT OF CORRECTION.--THE PROVISIONS OF 15 PA.C.S. §
11 138 (RELATING TO STATEMENT OF CORRECTION) SHALL BE APPLICABLE TO
12 A FILING UNDER THIS SECTION. THE CORPORATION SHALL BE DEEMED A
13 PERSON ADVERSELY AFFECTED BY ANY FILING UNDER SUBSECTION (B)
14 THAT IS ERRONEOUSLY EXECUTED.
15 (F) DEFINITION.--AS USED IN THIS SECTION, THE TERM
16 "QUALIFIED SHAREHOLDER" MEANS A SHAREHOLDER WHO:
17 (1) ON JANUARY 1, 1980 AND CONTINUOUSLY THEREAFTER TO
18 THE DATE OF THE EXERCISE OF ANY POWER CONFERRED UPON A
19 QUALIFIED SHAREHOLDER BY THIS SECTION OR THE ARTICLES, OR
20 (2) IF THE CORPORATION WAS INCORPORATED AFTER JANUARY 1,
21 1980, AND BEFORE THE DATE OF ENACTMENT OF THIS ACT WITHIN ONE
22 YEAR AFTER THE INCORPORATION OF THE CORPORATION AND
23 CONTINUOUSLY THEREAFTER TO THE DATE OF THE EXERCISE OF ANY
24 POWER CONFERRED UPON A QUALIFIED SHAREHOLDER BY THIS SECTION
25 OR THE ARTICLES,
26 HELD (TOGETHER WITH ITS AFFILIATES OR ASSOCIATES AS DEFINED IN
27 15 PA.C.S. § 2552 (RELATING TO DEFINITIONS)) SUFFICIENT SHARES
28 OF A CORPORATION TO BE ENTITLED UNDER THE FIRST SENTENCE OF
29 SUBSECTION C OF SECTION 501 OF THE BUSINESS CORPORATION LAW OF
30 1933, TO CALL A SPECIAL MEETING OF SHAREHOLDERS OF THE
19870S1200B2515 - 611 -
1 CORPORATION.
2 DIVISION II
3 CONFORMING AMENDMENTS
4 SECTION 201. CONFORMING AMENDMENT TO TITLE 13.
5 SECTION 9103 OF TITLE 13 IS AMENDED BY ADDING A SUBSECTION TO
6 READ:
7 § 9103. PERFECTION OF SECURITY INTERESTS IN MULTIPLE STATE
8 TRANSACTIONS.
9 * * *
10 (F) UNCERTIFICATED SECURITIES.--
11 (1) EXCEPT AS PROVIDED IN PARAGRAPH (2), THE LAW
12 (INCLUDING THE CONFLICT OF LAWS RULES) OF THE JURISDICTION OF
13 ORGANIZATION OF THE ISSUER GOVERNS THE PERFECTION AND THE
14 EFFECT OF PERFECTION OR NONPERFECTION OF A SECURITY INTEREST
15 IN UNCERTIFICATED SECURITIES.
16 (2) IN THE CASE OF A REGISTERED CORPORATION AS DEFINED
17 IN 15 PA.C.S. § 2502 (RELATING TO REGISTERED CORPORATION
18 STATUS), WHICH HAS A CLASS OF UNCERTIFICATED SECURITIES
19 LISTED ON THE NEW YORK STOCK EXCHANGE OR THE AMERICAN STOCK
20 EXCHANGE, THE LAW (INCLUDING THE CONFLICT OF LAWS RULES) OF
21 THE JURISDICTION IN WHICH THOSE EXCHANGES ARE LOCATED GOVERNS
22 THE PERFECTION AND THE EFFECT OF PERFECTION OR NONPERFECTION
23 OF A SECURITY INTEREST IN SUCH UNCERTIFICATED SECURITIES.
24 SECTION 202. CONFORMING AMENDMENT TO TITLE 20.
25 THE DEFINITION OF "INTER VIVOS TRUST" IN SECTION 711(3) OF
26 TITLE 20 IS AMENDED TO READ:
27 § 711. MANDATORY EXERCISE OF JURISDICTION THROUGH ORPHANS'
28 COURT DIVISION IN GENERAL.
29 EXCEPT AS PROVIDED IN SECTION 712 (RELATING TO NONMANDATORY
30 EXERCISE OF JURISDICTION THROUGH THE ORPHANS' COURT DIVISION)
19870S1200B2515 - 612 -
1 AND SECTION 713 (RELATING TO SPECIAL PROVISIONS FOR PHILADELPHIA
2 COUNTY), THE JURISDICTION OF THE COURT OF COMMON PLEAS OVER THE
3 FOLLOWING SHALL BE EXERCISED THROUGH ITS ORPHANS' COURT
4 DIVISION:
5 * * *
6 (3) INTER VIVOS TRUSTS.--THE ADMINISTRATION AND
7 DISTRIBUTION OF THE REAL AND PERSONAL PROPERTY OF INTER VIVOS
8 TRUSTS, AND THE REFORMATION OR SETTING ASIDE OF ANY SUCH
9 TRUSTS, WHETHER CREATED BEFORE OR AFTER THE EFFECTIVE DATE OF
10 THIS CHAPTER, EXCEPT ANY INTER VIVOS TRUST JURISDICTION OF
11 WHICH WAS ACQUIRED BY THE COURT OF COMMON PLEAS PRIOR TO
12 JANUARY 1, 1969 UNLESS THE PRESIDENT JUDGE OF SUCH COURT
13 ORDERS THE JURISDICTION OF THE TRUST TO BE EXERCISED THROUGH
14 THE ORPHANS' COURT DIVISION.
15 "INTER VIVOS TRUST" MEANS AN EXPRESS TRUST OTHER THAN A
16 TRUST CREATED BY A WILL, TAKING EFFECT DURING THE LIFETIME OR
17 AT OR AFTER THE DEATH OF THE SETTLOR.
18 IT INCLUDES:
19 (I) A LIFE INSURANCE TRUST;
20 (II) A TRUST CREATED UNDER A DEED, AGREEMENT, OR
21 DECLARATION EXCEPT AS HEREINAFTER EXCLUDED;
22 (III) A COMMON TRUST FUND OR MORTGAGE INVESTMENT
23 FUND CREATED BY A CORPORATE FIDUCIARY FOR THE INVESTMENT
24 OF FUNDS HELD BY IT AS FIDUCIARY OR CO-FIDUCIARY;
25 (IV) A TENTATIVE TRUST; AND
26 (V) SIMILAR TRUSTS.
27 "INTER VIVOS TRUST" DOES NOT INCLUDE:
28 (VI) A RESULTING OR CONSTRUCTIVE TRUST CREATED BY
29 OPERATION OF LAW;
30 (VII) A TRUST FOR CREDITORS;
19870S1200B2515 - 613 -
1 (VIII) AN ESCROW RELATIONSHIP;
2 (IX) A TEMPORARY TRUST TO HOLD DISPUTED PROPERTY;
3 (X) A PRINCIPAL AND AGENT RELATIONSHIP;
4 (XI) A TRUST PRIMARILY FOR THE BENEFIT OF BUSINESS
5 EMPLOYEES, THEIR FAMILIES OR APPOINTEES, UNDER A STOCK
6 BONUS, PENSION, DISABILITY OR DEATH BENEFIT, PROFIT-
7 SHARING OR OTHER EMPLOYEE-BENEFIT PLAN;
8 (XII) A TRUST FOR BONDHOLDERS;
9 (XIII) A MORTGAGEE IN POSSESSION RELATIONSHIP; [AND]
10 (XIV) A BUSINESS TRUST, INCLUDING A TRUST SUBJECT TO
11 15 PA.C.S. CH. 95 (RELATING TO BUSINESS TRUSTS); AND
12 (XV) SIMILAR TRUSTS OR FIDUCIARY RELATIONSHIPS.
13 * * *
14 SECTION 203. CONFORMING AMENDMENTS TO TITLE 42.
15 SECTIONS 2524, 8362, 8365(A) AND 8366 OF TITLE 42 ARE AMENDED
16 TO READ:
17 § 2524. PENALTY FOR UNAUTHORIZED PRACTICE OF LAW.
18 ANY PERSON WHO WITHIN THIS COMMONWEALTH SHALL PRACTICE LAW,
19 OR WHO SHALL HOLD HIMSELF OUT TO THE PUBLIC AS BEING ENTITLED TO
20 PRACTICE LAW, OR USE OR ADVERTISE THE TITLE OF LAWYER, ATTORNEY
21 AT LAW, ATTORNEY AND [COUNSELLOR] COUNSELOR AT LAW, [COUNSELLOR]
22 COUNSELOR, OR THE EQUIVALENT IN ANY LANGUAGE, IN SUCH A MANNER
23 AS TO CONVEY THE IMPRESSION THAT HE IS A PRACTITIONER OF THE LAW
24 OF ANY JURISDICTION, WITHOUT BEING AN ATTORNEY AT LAW OR A
25 CORPORATION COMPLYING WITH [THE ACT OF JULY 9, 1970 (P.L.461,
26 NO.160), KNOWN AS THE "PROFESSIONAL CORPORATION LAW,"] 15
27 PA.C.S. CH. 29 (RELATING TO PROFESSIONAL CORPORATIONS), COMMITS
28 A MISDEMEANOR OF THE THIRD DEGREE. WITH SECTION 6801(E).
29 § 8362. DEFINITIONS OF SUBCHAPTER.
30 THE FOLLOWING WORDS AND PHRASES WHEN USED IN THIS SUBCHAPTER
19870S1200B2515 - 614 -
1 SHALL HAVE THE MEANINGS GIVEN TO THEM IN THIS SECTION UNLESS THE
2 CONTEXT CLEARLY INDICATES OTHERWISE:
3 "BUSINESS CORPORATION." ANY CORPORATION SUBJECT TO THE ACT
4 OF MAY 17, 1921 (P.L.682, NO.284), KNOWN AS THE INSURANCE
5 COMPANY LAW OF 1921, [THE ACT OF MAY 5, 1933 (P.L.364, NO.106),
6 KNOWN AS THE BUSINESS CORPORATION LAW OF 1933,] THE ACT OF
7 NOVEMBER 30, 1965 (P.L.847, NO.356), KNOWN AS THE BANKING CODE
8 OF 1965, [OR] THE ACT OF DECEMBER 14, 1967 (P.L.746, NO.345),
9 KNOWN AS THE SAVINGS ASSOCIATION CODE OF 1967, OR 15 PA.C.S. PT.
10 II SUBPT. B (RELATING TO BUSINESS CORPORATIONS).
11 "NONPROFIT CORPORATION." A CORPORATION SUBJECT TO 15 PA.C.S.
12 [PART III (RELATING TO CORPORATIONS NOT-FOR-PROFIT)] PT. II
13 SUBPT. C (RELATING TO NONPROFIT CORPORATIONS) OR ANY FRATERNAL
14 BENEFIT SOCIETY SUBJECT TO THE ACT OF JULY 29, 1977 (P.L.105,
15 NO.38), KNOWN AS THE FRATERNAL BENEFIT SOCIETY CODE.
16 § 8365. NONEXCLUSIVITY AND SUPPLEMENTARY COVERAGE.
17 (A) GENERAL RULE.--THE INDEMNIFICATION AND ADVANCEMENT OF
18 EXPENSES PROVIDED BY OR PURSUANT TO [SECTION 410 OF THE ACT OF
19 MAY 5, 1933 (P.L.364, NO.106), KNOWN AS THE BUSINESS CORPORATION
20 LAW, SECTION 4 OF THE ACT OF APRIL 18, 1945 (P.L.253, NO.114),
21 ENTITLED "AN ACT RELATING TO SUITS BY SHAREHOLDERS AGAINST
22 OFFICERS OR DIRECTORS IN A CORPORATION, DOMESTIC OR FOREIGN, TO
23 ENFORCE A SECONDARY RIGHT BECAUSE THE CORPORATION REFUSES TO
24 ENFORCE RIGHTS, WHICH MAY BE ASSERTED BY IT, REQUIRING THAT
25 PLAINTIFF BE A SHAREHOLDER AT THE TIME OF THE TRANSACTION OF
26 WHICH HE COMPLAINS, OR THAT HIS SHARES THEREAFTER DEVOLVED UPON
27 HIM BY OPERATION OF LAW; REQUIRING SECURITY FOR DEFENDANT'S
28 EXPENSES, INCLUDING ATTORNEYS' FEES; AND PROVIDING FOR THE
29 ASSESSMENT AND RECOVERY OF SUCH EXPENSES, INCLUDING ATTORNEYS'
30 FEES," AND] 15 PA.C.S. §§ [7741] 522 (RELATING TO
19870S1200B2515 - 615 -
1 INDEMNIFICATION OF AUTHORIZED REPRESENTATIVES), 1741 (RELATING
2 TO THIRD PARTY ACTIONS), 1742 (RELATING TO DERIVATIVE ACTIONS),
3 1743 (RELATING TO MANDATORY INDEMNIFICATION), 5741 (RELATING TO
4 THIRD PARTY ACTIONS), [7742] 5742 (RELATING TO DERIVATIVE
5 ACTIONS) AND [7743] 5743 (RELATING TO MANDATORY
6 INDEMNIFICATION), OR ANY OTHER PROVISIONS OF LAW PROVIDING FOR
7 INDEMNIFICATION OR ADVANCEMENT OF EXPENSES APPLICABLE TO ANY
8 BUSINESS CORPORATION OR NONPROFIT CORPORATION SHALL NOT BE
9 DEEMED EXCLUSIVE OF ANY OTHER RIGHTS TO WHICH A PERSON SEEKING
10 INDEMNIFICATION OR ADVANCEMENT OF EXPENSES MAY BE ENTITLED UNDER
11 ANY BYLAW, AGREEMENT, VOTE OF SHAREHOLDERS, MEMBERS OR DIRECTORS
12 OR OTHERWISE, BOTH AS TO ACTION IN HIS OFFICIAL CAPACITY AND AS
13 TO ACTION IN ANOTHER CAPACITY WHILE HOLDING THAT OFFICE. THE
14 PROVISIONS OF [SECTION 409.1 OF THE BUSINESS CORPORATION LAW
15 AND] 15 PA.C.S. [§ 7728] §§ 1728 (RELATING TO INTERESTED
16 DIRECTORS OR OFFICERS; QUORUM) AND 5528 (RELATING TO INTERESTED
17 MEMBERS, DIRECTORS OR OFFICERS; QUORUM) OR CORRESPONDING
18 PROVISIONS OF LAW APPLICABLE TO ANY BUSINESS CORPORATION OR
19 NONPROFIT CORPORATION SHALL BE APPLICABLE TO ANY BYLAW, CONTRACT
20 OR TRANSACTION AUTHORIZED BY THE DIRECTORS UNDER THIS SECTION.
21 ANY BUSINESS CORPORATION OR NONPROFIT CORPORATION MAY CREATE A
22 FUND OF ANY NATURE, WHICH MAY, BUT NEED NOT BE, UNDER THE
23 CONTROL OF A TRUSTEE, OR OTHERWISE SECURE OR INSURE IN ANY
24 MANNER ITS INDEMNIFICATION OBLIGATIONS, WHETHER ARISING UNDER OR
25 PURSUANT TO THIS SECTION OR OTHERWISE.
26 * * *
27 § 8366. CONSTRUCTION OF SUBCHAPTER.
28 THIS SUBCHAPTER SHALL NOT BE CONSTRUED TO REPEAL OR OTHERWISE
29 AFFECT OR IMPAIR [SECTION 409.1 OF THE ACT OF MAY 5, 1933
30 (P.L.364, NO.106), KNOWN AS THE BUSINESS CORPORATION LAW, OR]
19870S1200B2515 - 616 -
1 SECTION 8332.2 (RELATING TO OFFICER, DIRECTOR OR TRUSTEE OF
2 NONPROFIT ORGANIZATION NEGLIGENCE STANDARD), OR 15 PA.C.S. §
3 1728 (RELATING TO INTERESTED DIRECTORS OR OFFICERS; QUORUM) OR
4 5728 (RELATING TO INTERESTED MEMBERS, DIRECTORS OR OFFICERS;
5 QUORUM).
6 SECTION 204. CONFORMING AMENDMENTS TO TITLE 54.
7 AS MUCH OF TITLE 54 AS IS HEREINAFTER SET FORTH IS AMENDED OR
8 ADDED TO READ:
9 § 101. DEFINITIONS.
10 SUBJECT TO ADDITIONAL DEFINITIONS CONTAINED IN SUBSEQUENT
11 PROVISIONS OF THIS TITLE WHICH ARE APPLICABLE TO SPECIFIC
12 PROVISIONS OF THIS TITLE, THE FOLLOWING WORDS AND PHRASES WHEN
13 USED IN THIS TITLE SHALL HAVE, UNLESS THE CONTEXT CLEARLY
14 INDICATES OTHERWISE, THE MEANINGS GIVEN TO THEM IN THIS SECTION:
15 ["CORPORATION NOT-FOR-PROFIT." A CORPORATION NOT-FOR-PROFIT
16 AS DEFINED IN TITLE 15 (RELATING TO CORPORATIONS AND
17 UNINCORPORATED ASSOCIATIONS).]
18 "DEPARTMENT." THE DEPARTMENT OF STATE OF THE COMMONWEALTH.
19 "DOMESTIC CORPORATION." A CORPORATION INCORPORATED UNDER THE
20 LAWS OF THIS COMMONWEALTH.
21 "DOMESTIC CORPORATION NOT-FOR-PROFIT." A DOMESTIC
22 CORPORATION NOT-FOR-PROFIT AS DEFINED IN 15 PA.C.S. § 1103
23 (RELATING TO DEFINITIONS).
24 "OFFICIALLY PUBLISH." THE MEANING SPECIFIED IN 15 PA.C.S. §
25 [102] 1103 (RELATING TO DEFINITIONS) EXCEPT THAT THE COUNTY OF
26 PUBLICATION SHALL BE AS SPECIFIED IN THIS TITLE.
27 "QUALIFIED FOREIGN CORPORATION." A CORPORATION INCORPORATED
28 UNDER ANY LAWS OTHER THAN THOSE OF THIS COMMONWEALTH THAT IS
29 AUTHORIZED TO DO BUSINESS IN THIS COMMONWEALTH UNDER EITHER 15
30 PA.C.S. CH. 41 (RELATING TO FOREIGN BUSINESS CORPORATIONS) OR
19870S1200B2515 - 617 -
1 CH. 61 (RELATING TO FOREIGN NONPROFIT CORPORATIONS).
2 "VERIFIED STATEMENT." A DOCUMENT FILED UNDER THIS TITLE
3 CONTAINING STATEMENTS OF FACT AND A STATEMENT BY THE SIGNATORY
4 THAT IT IS MADE SUBJECT TO THE PENALTIES OF 18 PA.C.S. § 4904
5 (RELATING TO FALSIFICATION TO AUTHORITIES).
6 § 103. EXECUTION OF DOCUMENTS.
7 (A) GENERAL RULE.--ANY DOCUMENT FILED IN THE DEPARTMENT OF
8 STATE UNDER THIS TITLE BY A CORPORATION MAY BE EXECUTED ON
9 BEHALF OF THE CORPORATION BY ANY ONE DULY AUTHORIZED OFFICER
10 THEREOF. THE CORPORATE SEAL MAY BE AFFIXED AND ATTESTED BUT THE
11 AFFIXATION AND ATTESTATION OF THE CORPORATE SEAL SHALL NOT BE
12 NECESSARY FOR THE DUE EXECUTION OF ANY FILING BY A CORPORATION
13 UNDER THIS TITLE.
14 (B) CROSS REFERENCE.--SEE 15 PA.C.S. § 135 (RELATING TO
15 REQUIREMENTS TO BE MET BY FILED DOCUMENTS).
16 § 303. SCOPE OF CHAPTER.
17 * * *
18 (B) MANDATORY REGISTRATION.--
19 * * *
20 (2) PARAGRAPH (1) SHALL NOT APPLY TO ANY:
21 (I) NONPROFIT OR PROFESSIONAL ACTIVITIES.
22 (II) ACTIVITIES WHICH ARE EXPRESSLY OR IMPLIEDLY
23 PROHIBITED BY LAW FROM BEING CARRIED ON UNDER A
24 FICTITIOUS NAME.
25 (III) LIMITED PARTNERSHIP WHICH IS REGISTERED IN THE
26 DEPARTMENT PURSUANT TO [CHAPTER 5 OF TITLE 59] 15 PA.C.S.
27 CH. 85 (RELATING TO LIMITED PARTNERSHIPS) OR UNDER
28 CORRESPONDING PROVISIONS OF PRIOR LAW. THE PRECEDING
29 SENTENCE SHALL NOT APPLY TO ANY ENTITY WHICH INCLUDES THE
30 LIMITED PARTNERSHIP AS A PARTICIPANT UNLESS THE ENTITY IS
19870S1200B2515 - 618 -
1 ITSELF SUCH A LIMITED PARTNERSHIP.
2 (IV) [AN UNINCORPORATED] UNINCORPORATED ASSOCIATION.
3 (V) ELECTING PARTNERSHIP EXISTING UNDER 15 PA.C.S.
4 CH. 87 (RELATING TO ELECTING PARTNERSHIPS).
5 * * *
6 § 311. REGISTRATION.
7 (A) GENERAL RULE.--A FICTITIOUS NAME MAY BE REGISTERED UNDER
8 THIS CHAPTER BY FILING IN THE DEPARTMENT AN APPLICATION FOR
9 REGISTRATION OF FICTITIOUS NAME, WHICH SHALL BE EXECUTED AS
10 PROVIDED IN SUBSECTION (D), AND SHALL SET FORTH:
11 * * *
12 (3) THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF
13 THE PRINCIPAL PLACE OF BUSINESS OF THE BUSINESS OR OTHER
14 ACTIVITY TO BE CARRIED ON UNDER OR THROUGH THE FICTITIOUS
15 NAME.
16 * * *
17 (B) USE OF CORPORATE DESIGNATORS.--A FICTITIOUS NAME
18 REGISTERED UNDER THIS CHAPTER:
19 (1) MAY NOT CONTAIN A CORPORATE DESIGNATOR SUCH AS
20 "CORPORATION," "INCORPORATED" OR "LIMITED" OR ANY DERIVATION
21 OR ABBREVIATION THEREOF UNLESS THE ENTITY OR AT LEAST ONE
22 ENTITY NAMED IN THE APPLICATION FOR REGISTRATION OF
23 FICTITIOUS NAME IS A CORPORATION. THE USE OF THE WORD
24 "COMPANY" OR ANY DERIVATION OR ABBREVIATION THEREOF BY A SOLE
25 PROPRIETORSHIP, A PARTNERSHIP OR A CORPORATION IS
26 PERMISSIBLE.
27 * * *
28 (D) EXECUTION.--
29 (1) WHERE THE APPLICATION FOR REGISTRATION RELATES TO AN
30 ENTITY WHICH INCLUDES ONE OR MORE PARTICIPANTS WHICH ARE
19870S1200B2515 - 619 -
1 PARTNERSHIPS OR OTHER ENTITIES COMPOSED OF TWO OR MORE
2 PARTIES, IT SHALL NOT BE NECESSARY FOR EACH ULTIMATE PARTY TO
3 BE NAMED IN AND TO EXECUTE THE APPLICATION, BUT ONLY THE
4 CONSTITUENT PARTICIPANTS SHALL BE NAMED IN THE APPLICATION
5 AND A PARTNER OR OTHER AUTHORIZED REPRESENTATIVE OF A
6 PARTICIPANT MAY EXECUTE THE APPLICATION ON BEHALF OF THE
7 PARTICIPANT.
8 (2) WHERE THE APPLICATION FOR REGISTRATION RELATES TO A
9 TRUST OR SIMILAR ENTITY, IT SHALL NOT BE NECESSARY FOR EACH
10 BENEFICIAL OWNER OR SIMILAR ULTIMATE PARTY TO BE NAMED IN AND
11 TO EXECUTE THE APPLICATION, BUT ONLY THE TRUSTEES OF THE
12 TRUST OR THE GOVERNING BODY OF THE SIMILAR ENTITY SHALL BE
13 NAMED IN AND SHALL EXECUTE THE APPLICATION.
14 (3) OTHERWISE, THE APPLICATION FOR REGISTRATION SHALL BE
15 EXECUTED BY EACH INDIVIDUAL PARTY THERETO AND, IN THE CASE OF
16 ANY OTHER ENTITY, BY [TWO DULY AUTHORIZED OFFICERS THEREOF
17 UNDER THE SEAL, IF ANY, OF] THE ENTITY. SEE SECTION 103
18 (RELATING TO EXECUTION OF DOCUMENTS).
19 (4) THE APPLICATION OF ANY PARTY MAY BE EXECUTED BY THE
20 ATTORNEY-IN-FACT OF THE PARTY [ACCOMPANIED BY WRITTEN
21 EVIDENCE OF THE AUTHORITY OF THE ATTORNEY-IN-FACT].
22 (E) DUPLICATE USE OF NAMES.--THE FICTITIOUS NAME SHALL NOT
23 BE THE SAME AS OR [DECEPTIVELY] CONFUSINGLY SIMILAR TO:
24 (1) THE NAME OF ANY DOMESTIC CORPORATION, OR ANY FOREIGN
25 CORPORATION AUTHORIZED TO DO BUSINESS IN THIS COMMONWEALTH,
26 OR THE NAME OF ANY [NONPROFIT UNINCORPORATED] CORPORATION OR
27 OTHER ASSOCIATION REGISTERED AT ANY TIME UNDER CHAPTER 5
28 (RELATING TO CORPORATE AND OTHER ASSOCIATION NAMES) UNLESS
29 SUCH NAME IS AVAILABLE OR IS MADE AVAILABLE FOR USE UNDER THE
30 PROVISIONS OR PROCEDURES OF 15 PA.C.S. § [7313] 5303(B)(1)(I)
19870S1200B2515 - 620 -
1 OR (II) (RELATING TO DUPLICATE USE OF NAMES) OR THE
2 EQUIVALENT.
3 (2) THE NAME OF ANY LIMITED PARTNERSHIP ORGANIZED UNDER
4 [CHAPTER 5 OF TITLE 59] 15 PA.C.S. CH. 85 (RELATING TO
5 LIMITED PARTNERSHIPS).
6 * * *
7 (F) REQUIRED APPROVALS.--THE FICTITIOUS NAME SHALL NOT
8 CONTAIN:
9 * * *
10 (4) THE WORD "COOPERATIVE" OR ANY ABBREVIATION THEREOF
11 UNLESS IT [HAS COMPLIED WITH ONE OF THE ACTS OF ASSEMBLY
12 RELATIVE TO COOPERATIVE CORPORATIONS OR ASSOCIATIONS] IS
13 SUBJECT TO 15 PA.C.S. PT. II SUBPT. D (RELATING TO
14 COOPERATIVE CORPORATIONS) OR A STATUTE THEREBY SAVED FROM
15 REPEAL.
16 * * *
17 (G) ADVERTISEMENT.--AN ENTITY WHICH INCLUDES AN INDIVIDUAL
18 PARTY SHALL OFFICIALLY PUBLISH IN THE COUNTY IN WHICH THE
19 PRINCIPAL OFFICE OR PLACE OF BUSINESS OF THE ENTITY IS, OR IN
20 THE CASE OF A PROPOSED ENTITY IS TO BE, LOCATED, NOTICE OF ITS
21 INTENTION TO FILE OR THE FILING OF AN APPLICATION FOR
22 REGISTRATION OF A FICTITIOUS NAME UNDER THIS CHAPTER. THE NOTICE
23 MAY APPEAR PRIOR TO OR AFTER THE DAY UPON WHICH THE APPLICATION
24 IS FILED IN THE DEPARTMENT AND SHALL BE KEPT WITH THE PERMANENT
25 RECORDS OF THE BUSINESS AND SHALL SET FORTH BRIEFLY:
26 (1) THE FICTITIOUS NAME.
27 (2) THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF
28 THE PRINCIPAL OFFICE OR PLACE OF BUSINESS OF THE BUSINESS TO
29 BE CARRIED ON UNDER OR THROUGH THE FICTITIOUS NAME.
30 (3) THE NAMES AND RESPECTIVE ADDRESSES, INCLUDING STREET
19870S1200B2515 - 621 -
1 AND NUMBER, IF ANY, OF ALL PERSONS WHO ARE PARTIES TO THE
2 REGISTRATION.
3 (4) A STATEMENT THAT AN APPLICATION FOR REGISTRATION OF
4 A FICTITIOUS NAME IS TO BE OR WAS FILED UNDER THE FICTITIOUS
5 NAMES ACT.
6 [(5) A DATE ON OR BEFORE WHICH THE APPLICATION WILL BE
7 FILED IN THE DEPARTMENT OF STATE OR THE DATE WHEN THE
8 APPLICATION WAS FILED.]
9 (H) CROSS REFERENCE.--SEE 15 PA.C.S. § 134 (RELATING TO
10 DOCKETING STATEMENT).
11 § 312. AMENDMENT.
12 * * *
13 (D) CROSS REFERENCE.--SEE 15 PA.C.S. § 134 (RELATING TO
14 DOCKETING STATEMENT).
15 § 313. CANCELLATION OR WITHDRAWAL.
16 * * *
17 (C) CROSS REFERENCE.--SEE 15 PA.C.S. § 134 (RELATING TO
18 DOCKETING STATEMENT).
19 § 321. DECENNIAL FILINGS REQUIRED.
20 * * * <--
21 (A) GENERAL RULE.--EVERY REGISTRANT OF A FICTITIOUS NAME <--
22 REGISTERED UNDER THIS CHAPTER SHALL DECENNIALLY, DURING THE YEAR
23 [1990] 2000 AND EACH YEAR THEREAFTER DIVISIBLE BY TEN, FILE IN
24 THE DEPARTMENT A REPORT, WHICH SHALL BE EXECUTED IN THE SAME
25 MANNER AS AN APPLICATION FOR AMENDMENT OF FICTITIOUS NAME
26 REGISTRATION, AND SHALL SET FORTH:
27 * * *
28 (D) CROSS REFERENCE.--SEE 15 PA.C.S. § 134 (RELATING TO
29 DOCKETING STATEMENT).
30 CHAPTER 5
19870S1200B2515 - 622 -
1 CORPORATE AND OTHER ASSOCIATION NAMES
2 § 501. REGISTER ESTABLISHED.
3 (A) GENERAL RULE.--A REGISTER IS ESTABLISHED BY THIS CHAPTER
4 WHICH SHALL CONSIST OF SUCH OF THE FOLLOWING NAMES AS ARE NOT
5 DELETED THEREFROM BY OPERATION OF SECTION 504 (RELATING TO
6 EFFECT OF FAILURE TO MAKE DECENNIAL FILINGS) OR 506 (RELATING TO
7 VOLUNTARY TERMINATION OF REGISTRATION BY [NONPROFIT]
8 CORPORATIONS AND OTHER ASSOCIATIONS):
9 (1) A NAME REGISTERED PRIOR TO FEBRUARY 13, 1973 UNDER
10 THE ACT OF MAY 16, 1923 (P.L.246, NO.160), RELATING TO
11 REGISTRATION OF CERTAIN NAMES.
12 (2) A NAME REGISTERED UNDER SECTION 502 (RELATING TO
13 CERTAIN ADDITIONS TO REGISTER).
14 (3) IN THE CASE OF A DOMESTIC OR QUALIFIED FOREIGN
15 CORPORATION [NOT-FOR-PROFIT], A NAME RENDERED UNAVAILABLE FOR
16 CORPORATE USE BY OTHER CORPORATIONS BY REASON OF ANY FILING
17 IN THE DEPARTMENT BY SUCH DOMESTIC OR QUALIFIED FOREIGN
18 CORPORATION [NOT-FOR-PROFIT].
19 (4) A NAME REGISTERED UNDER 15 PA.C.S. § 4131 (RELATING
20 TO REGISTRATION OF NAME) OR ANY SIMILAR PROVISION OF LAW.
21 (5) IN THE CASE OF A BUSINESS TRUST WHICH EXISTS SUBJECT
22 TO 15 PA.C.S. CH. 95 (RELATING TO BUSINESS TRUSTS), THE NAME
23 OF THE TRUST AS SET FORTH IN THE INSTRUMENT FILED IN THE
24 DEPARTMENT UNDER 15 PA.S.C. § 9503 (RELATING TO DOCUMENTATION
25 OF TRUST).
26 (B) SUBSEQUENT AVAILABILITY OF CERTAIN NAMES.--WHENEVER, BY
27 REASON OF CHANGE IN NAME, WITHDRAWAL OR DISSOLUTION OF A
28 DOMESTIC OR QUALIFIED FOREIGN CORPORATION [NOT-FOR-PROFIT],
29 FAILURE TO RENEW A REGISTRATION OF ITS NAME BY A NONQUALIFIED
30 FOREIGN CORPORATION, OR FOR ANY OTHER CAUSE, ITS NAME IS NO
19870S1200B2515 - 623 -
1 LONGER RENDERED UNAVAILABLE BY THE EXPRESS PROVISIONS OF TITLE
2 15 (RELATING TO CORPORATIONS AND UNINCORPORATED ASSOCIATIONS),
3 SUCH NAME SHALL NO LONGER BE DEEMED TO BE REGISTERED UNDER
4 SUBSECTION (A)(3) OR (4) ON THE REGISTER ESTABLISHED BY THIS
5 CHAPTER.
6 § 502. CERTAIN ADDITIONS TO REGISTER.
7 (A) CORPORATIONS.--A DOMESTIC CORPORATION NOT-FOR-PROFIT
8 INCORPORATED PRIOR TO MAY 16, 1923 MAY REGISTER ITS NAME WITH
9 THE DEPARTMENT UNDER THIS CHAPTER BY EFFECTING THE FILING
10 SPECIFIED IN 15 PA.C.S. [7321] 5311 (RELATING TO FILING OF
11 CERTIFICATE OF SUMMARY OF RECORD BY CERTAIN CORPORATIONS
12 [INCORPORATED PRIOR TO 1973]).
13 (B) [UNINCORPORATED ASSOCIATIONS] ASSOCIATIONS GENERALLY.--
14 [A NONPROFIT UNINCORPORATED] AN ASSOCIATION OTHER THAN A
15 CORPORATION MAY REGISTER WITH THE DEPARTMENT THE NAME UNDER
16 WHICH IT IS DOING BUSINESS OR OPERATING BY FILING AN APPLICATION
17 FOR REGISTRATION, WHICH SHALL BE EXECUTED BY [TWO DULY
18 AUTHORIZED OFFICERS OF] THE ASSOCIATION, AND SHALL SET FORTH:
19 (1) THE NAME TO BE REGISTERED.
20 (2) THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF
21 THE ASSOCIATION.
22 (3) THE LENGTH OF TIME, IF ANY, DURING WHICH THE NAME
23 HAS BEEN USED BY THE APPLICANT.
24 (4) SUCH OTHER INFORMATION NECESSARY TO THE
25 ADMINISTRATION OF THIS CHAPTER AS THE DEPARTMENT MAY SPECIFY
26 BY REGULATION.
27 (C) LIMITATION ON NAMES WHICH MAY BE REGISTERED.--
28 NOTWITHSTANDING SUBSECTIONS (A) AND (B), NO NEW NAME SHALL BE
29 REGISTERED OR DEEMED TO BE REGISTERED UNDER THIS SECTION WHICH
30 IS THE SAME AS OR [DECEPTIVELY] CONFUSINGLY SIMILAR TO ANY OTHER
19870S1200B2515 - 624 -
1 NAME THEN REGISTERED OR DEEMED TO BE REGISTERED UNDER THIS
2 CHAPTER, WITHOUT THE CONSENT OF THE SENIOR REGISTRANT.
3 (D) CROSS REFERENCE.--SEE 15 PA.C.S. § 134 (RELATING TO
4 DOCKETING STATEMENT).
5 § 503. DECENNIAL FILINGS REQUIRED.
6 (A) GENERAL RULE.--EVERY CORPORATION [NOT-FOR-PROFIT] OR
7 [NONPROFIT] OTHER ASSOCIATION WHOSE NAME IS REGISTERED UNDER
8 THIS CHAPTER SHALL DECENNIALLY, DURING THE YEAR [1990] 2000 AND <--
9 EACH YEAR THEREAFTER DIVISIBLE BY TEN, FILE IN THE DEPARTMENT A
10 REPORT, WHICH SHALL BE EXECUTED BY [TWO DULY AUTHORIZED OFFICERS
11 UNDER THE SEAL, IF ANY, OF] THE CORPORATION OR OTHER
12 ASSOCIATION, AND SHALL SET FORTH:
13 (1) THE NAME OF THE CORPORATION OR OTHER ASSOCIATION.
14 (2) THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF
15 ITS REGISTERED OR OTHER OFFICE.
16 (3) A STATEMENT THAT THE CORPORATION OR OTHER
17 ASSOCIATION CONTINUES TO EXIST.
18 (4) SUCH OTHER INFORMATION NECESSARY TO THE
19 ADMINISTRATION OF THIS CHAPTER AS THE DEPARTMENT MAY SPECIFY
20 BY REGULATION.
21 (B) [REQUIREMENT SATISFIED BY OTHER FILINGS] EXCEPTIONS.--
22 SUBSECTION (A) SHALL NOT APPLY TO:
23 (1) A CORPORATION OR OTHER ASSOCIATION WHICH DURING THE
24 PRECEDING TEN YEARS HAS MADE ANY FILING IN THE DEPARTMENT A
25 PERMANENT RECORD OF WHICH IS RETAINED BY THE DEPARTMENT; OR
26 (2) A CORPORATION WHOSE NAME IS REGISTERED PURSUANT TO
27 SECTION 501(A)(4) (RELATING TO REGISTER ESTABLISHED).
28 (C) CROSS REFERENCE.--SEE 15 PA.C.S. § 134 (RELATING TO
29 DOCKETING STATEMENT).
30 § 506. VOLUNTARY TERMINATION OF REGISTRATION BY [NONPROFIT]
19870S1200B2515 - 625 -
1 CORPORATIONS AND OTHER ASSOCIATIONS.
2 (A) GENERAL RULE.--ANY [NONPROFIT] CORPORATION OR OTHER
3 ASSOCIATION WHICH HAS ITS NAME REGISTERED UNDER THIS CHAPTER MAY
4 TERMINATE SUCH REGISTRATION BY FILING IN THE DEPARTMENT A
5 STATEMENT OF TERMINATION OF REGISTRATION OF NAME, WHICH SHALL BE
6 EXECUTED BY [TWO DULY AUTHORIZED OFFICERS UNDER THE SEAL, IF
7 ANY, OF] THE CORPORATION OR OTHER ASSOCIATION, AND SHALL SET
8 FORTH:
9 (1) THE NAME OF THE CORPORATION OR OTHER ASSOCIATION.
10 (2) THE ADDRESS, INCLUDING STREET AND NUMBER, IF ANY, OF
11 THE CORPORATION OR OTHER ASSOCIATION.
12 (3) THE DATE ON WHICH AND THE STATUTE UNDER WHICH THE
13 NAME OF THE CORPORATION OR OTHER ASSOCIATION WAS REGISTERED.
14 (4) A STATEMENT THAT THE REGISTRATION OF THE NAME OF THE
15 CORPORATION OR OTHER ASSOCIATION UNDER THIS CHAPTER IS
16 TERMINATED.
17 (5) SUCH OTHER INFORMATION NECESSARY TO THE
18 ADMINISTRATION OF THIS CHAPTER AS THE DEPARTMENT MAY SPECIFY
19 BY REGULATION.
20 (B) CROSS REFERENCE.--SEE 15 PA.C.S. § 134 (RELATING TO
21 DOCKETING STATEMENT).
22 § 1112. APPLICATION FOR REGISTRATION.
23 * * *
24 (C) CROSS REFERENCE.--SEE 15 PA.C.S. § 134 (RELATING TO
25 DOCKETING STATEMENT).
26 § 1114. DURATION AND RENEWAL.
27 (A) GENERAL RULE.--* * *
28 (B) CROSS REFERENCE.--SEE 15 PA.C.S. § 134 (RELATING TO
29 DOCKETING STATEMENT).
30 § 1115. ASSIGNMENT.
19870S1200B2515 - 626 -
1 * * *
2 (C) CROSS REFERENCE.--SEE 15 PA.C.S. § 134 (RELATING TO
3 DOCKETING STATEMENT).
4 § 1116. CANCELLATION.
5 (A) GENERAL RULE.--* * *
6 (B) CROSS REFERENCE.--SEE 15 PA.C.S. § 134 (RELATING TO
7 DOCKETING STATEMENT).
8 § 1311. REGISTRATION OF INSIGNIA.
9 * * *
10 (D) CROSS REFERENCE.--SEE 15 PA.C.S. § 134 (RELATING TO
11 DOCKETING STATEMENT).
12 § 1312. AMENDMENT.
13 * * *
14 (C) CROSS REFERENCE.--SEE 15 PA.C.S. § 134 (RELATING TO
15 DOCKETING STATEMENT).
16 § 1313. CANCELLATION.
17 (A) GENERAL RULE.--* * *
18 (B) CROSS REFERENCE.--SEE 15 PA.C.S. § 134 (RELATING TO
19 DOCKETING STATEMENT).
20 § 1314. DECENNIAL FILINGS REQUIRED.
21 * * * <--
22 (A) GENERAL RULE.--EVERY REGISTRANT OF ANY INSIGNIA <--
23 REGISTERED UNDER THIS CHAPTER SHALL DECENNIALLY, DURING THE YEAR
24 [1990] 2000 AND EACH YEAR THEREAFTER DIVISIBLE BY TEN, FILE IN
25 THE DEPARTMENT A REPORT, WHICH SHALL SET FORTH:
26 * * *
27 (D) CROSS REFERENCE.--SEE 15 PA.C.S. § 134 (RELATING TO
28 DOCKETING STATEMENT).
29 § 1511. REGISTRATION OF ARTICLES OR SUPPLIES.
30 * * *
19870S1200B2515 - 627 -
1 (D) CROSS REFERENCE.--SEE 15 PA.C.S. § 134 (RELATING TO
2 DOCKETING STATEMENT).
3 § 1512. AMENDMENT.
4 (A) GENERAL RULE.--* * *
5 (B) CROSS REFERENCE.--SEE 15 PA.C.S. § 134 (RELATING TO
6 DOCKETING STATEMENT).
7 § 1513. ASSIGNMENT.
8 (A) GENERAL RULE.--* * *
9 (B) CROSS REFERENCE.--SEE 15 PA.C.S. § 134 (RELATING TO
10 DOCKETING STATEMENT).
11 § 1514. CANCELLATION OF REGISTRATION.
12 (A) GENERAL RULE.--* * *
13 (B) CROSS REFERENCE.--SEE 15 PA.C.S. § 134 (RELATING TO
14 DOCKETING STATEMENT).
15 § 1515. DECENNIAL FILINGS REQUIRED.
16 * * * <--
17 (A) GENERAL RULE.--EVERY REGISTRANT OF A MARK REGISTERED <--
18 UNDER THIS CHAPTER SHALL DECENNIALLY, DURING THE YEAR [1990]
19 2000 AND EACH YEAR THEREAFTER DIVISIBLE BY TEN, FILE IN THE
20 DEPARTMENT A REPORT, WHICH SHALL SET FORTH:
21 * * *
22 (D) CROSS REFERENCE.--SEE 15 PA.C.S. § 134 (RELATING TO
23 DOCKETING STATEMENT).
24 SECTION 205. CONFORMING AMENDMENT TO TITLE 66.
25 SECTION 3103 OF TITLE 66 IS REPEALED.
26 SECTION 206. CONFORMING CROSS REFERENCES IN UNCONSOLIDATED
27 STATUTES.
28 (A) BUSINESS CORPORATION LAW OF 1933.--REFERENCES IN THE
29 FOLLOWING ACTS AND PARTS OF ACTS ENACTED PRIOR TO JULY 1, 1971
30 (SEE 1 PA.C.S. § 1937 (RELATING TO REFERENCES TO STATUTES AND
19870S1200B2515 - 628 -
1 REGULATIONS)) TO THE ACT OF MAY 5, 1933 (P.L.364, NO.106), KNOWN
2 AS THE BUSINESS CORPORATION LAW OF 1933, SHALL BE DEEMED TO BE A
3 REFERENCE TO 15 PA.C.S. PT. II SUBPT. B, KNOWN AS THE BUSINESS
4 CORPORATION LAW OF 1988, AND ALL SUCH ACTS AND PARTS OF ACTS ARE
5 REPEALED TO THE EXTENT INCONSISTENT WITH THIS SUBSECTION:
6 SECTIONS 3, 7 AND 13 OF THE ACT OF APRIL 8, 1937 (P.L.262,
7 NO.66), KNOWN AS THE CONSUMER DISCOUNT COMPANY ACT.
8 SECTION 8(B) OF THE ACT OF JANUARY 14, 1952 (1951 P.L.1898,
9 NO.522), KNOWN AS THE FUNERAL DIRECTOR LAW.
10 SECTIONS 4 AND 8 OF THE ACT OF DECEMBER 1, 1959 (P.L.1647,
11 NO.606), KNOWN AS THE BUSINESS DEVELOPMENT CREDIT CORPORATION
12 LAW.
13 SECTIONS 1204, 1207 AND 1222 OF THE ACT OF NOVEMBER 30, 1965
14 (P.L.847, NO.356), KNOWN AS THE BANKING CODE OF 1965.
15 (B) SECTION 202B OF THE BUSINESS CORPORATION LAW OF 1933.--
16 REFERENCES IN THE FOLLOWING ACT ENACTED PRIOR TO JULY 1, 1971
17 (SEE 1 PA.C.S. § 1937 (RELATING TO REFERENCES TO STATUTES AND
18 REGULATIONS)) TO SECTION 202B OF THE ACT OF MAY 5, 1933
19 (P.L.364, NO.106), KNOWN AS THE BUSINESS CORPORATION LAW OF
20 1933, SHALL BE DEEMED TO BE A REFERENCE TO 15 PA.C.S. § 1303(B)
21 (RELATING TO DUPLICATE USE OF NAMES) AND SUCH ACT IS REPEALED TO
22 THE EXTENT INCONSISTENT WITH THIS SUBSECTION: SECTION 802 OF THE
23 ACT OF NOVEMBER 30, 1965 (P.L.847, NO.356), KNOWN AS THE BANKING
24 CODE OF 1965.
25 (C) ARTICLE VIII OF THE BUSINESS CORPORATION LAW OF 1933.--
26 REFERENCES IN THE FOLLOWING ACT ENACTED PRIOR TO JULY 1, 1971
27 (SEE 1 PA.C.S. § 1937 (RELATING TO REFERENCES TO STATUTES AND
28 REGULATIONS)) TO ARTICLE VIII OF THE ACT OF MAY 5, 1933
29 (P.L.364, NO.106), KNOWN AS THE BUSINESS CORPORATION LAW OF
30 1933, SHALL BE DEEMED TO BE A REFERENCE TO 15 PA.C.S. CH. 19
19870S1200B2515 - 629 -
1 SUBCHS. A (RELATING TO PRELIMINARY PROVISIONS) AND B (RELATING
2 TO AMENDMENT OF ARTICLES) AND SUCH ACT IS REPEALED TO THE EXTENT
3 INCONSISTENT WITH THIS SUBSECTION: SECTION 9.1 OF THE ACT OF
4 DECEMBER 1, 1959 (P.L.1647, NO.606), KNOWN AS THE BUSINESS
5 DEVELOPMENT CREDIT CORPORATION ACT.
6 (D) ARTICLE IX OF THE BUSINESS CORPORATION LAW OF 1933.--
7 REFERENCES IN THE FOLLOWING ACT ENACTED PRIOR TO JULY 1, 1971
8 (SEE 1 PA.C.S. § 1937 (RELATING TO REFERENCES TO STATUTES AND
9 REGULATIONS)) TO ARTICLE IX OF THE ACT OF MAY 5, 1933 (P.L.364,
10 NO.106), KNOWN AS THE BUSINESS CORPORATION LAW OF 1933, SHALL BE
11 DEEMED TO BE A REFERENCE TO 15 PA.C.S. CH. 19 SUBCHS. A
12 (RELATING TO PRELIMINARY PROVISIONS) AND C (RELATING TO MERGER,
13 CONSOLIDATION, SHARE EXCHANGES AND SALE OF ASSETS) AND SUCH ACT
14 IS REPEALED TO THE EXTENT INCONSISTENT WITH THIS SUBSECTION:
15 SECTION 751(A) OF THE ACT OF MAY 17, 1921 (P.L.682, NO.284),
16 KNOWN AS THE INSURANCE COMPANY LAW OF 1921.
17 (E) PROFESSIONAL CORPORATION LAW.--REFERENCES IN THE
18 FOLLOWING ACTS AND PARTS OF ACTS ENACTED PRIOR TO JULY 1, 1971
19 (SEE 1 PA.C.S. § 1937 (RELATING TO REFERENCES TO STATUTES AND
20 REGULATIONS)) TO THE ACT OF JULY 9, 1970 (P.L.461, NO.160),
21 KNOWN AS THE PROFESSIONAL CORPORATION LAW, SHALL BE DEEMED TO BE
22 A REFERENCE TO 15 PA.C.S. CH. 29 (RELATING TO PROFESSIONAL
23 CORPORATIONS) AND ALL SUCH ACTS AND PARTS OF ACTS ARE REPEALED
24 TO THE EXTENT INCONSISTENT WITH THIS SUBSECTION:
25 SECTIONS 2, 8.4 AND 8.6 OF THE ACT OF MAY 26, 1947 (P.L.318,
26 NO.140), KNOWN AS THE C.P.A. LAW.
27 SECTION 8(D) OF THE ACT OF JANUARY 14, 1952 (1951 P.L.1898,
28 NO.522), KNOWN AS THE FUNERAL DIRECTOR LAW.
29 DIVISION III
30 MISCELLANEOUS PROVISIONS
19870S1200B2515 - 630 -
1 SECTION 301. TRANSITIONAL PROVISIONS.
2 THE DEPARTMENT OF STATE IS AUTHORIZED TO ADOPT AND PUBLISH
3 ONE OR MORE FORMS OF TEMPORARY DOCKETING STATEMENT UNDER 15
4 PA.C.S. § 134 (RELATING TO DOCKETING STATEMENT) AND OTHER
5 TEMPORARY FORMS NECESSARY OR APPROPRIATE FOR THE IMPLEMENTATION
6 OF TITLE 15 (RELATING TO CORPORATIONS AND UNINCORPORATED
7 ASSOCIATIONS) AS AMENDED BY THIS ACT UPON COMPLIANCE WITH THE
8 REQUIREMENTS OF TITLE 15 AND TITLE 45 (RELATING TO LEGAL
9 NOTICES) ONLY. ANY SUCH TEMPORARY DOCKETING STATEMENT OR FORM
10 SHALL AUTOMATICALLY BE DEEMED WITHDRAWN TWO YEARS AFTER THE
11 ENACTMENT OF THIS ACT UNLESS, PRIOR THERETO, IT SHALL HAVE BEEN
12 SUPERSEDED BY A PERMANENT DOCKETING STATEMENT OR FORM
13 PROMULGATED IN THE MANNER REQUIRED BY LAW.
14 SECTION 302. REPEALS.
15 (A) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
16 SUBSECTION, THE FOLLOWING ACTS AND PARTS OF ACTS ARE REPEALED:
17 RESOLUTION OF APRIL 17, 1838 (P.L.694, NO.22), ENTITLED "A
18 RESOLUTION RELATIVE TO CHANGING THE LOTS ATTACHED TO CERTAIN
19 LOCK HOUSES ON THE JUNIATA DIVISION OF THE PENNSYLVANIA CANAL,
20 AND RELATIVE TO OTHER PURPOSES."
21 ACT OF MARCH 28, 1840 (P.L.196, NO.91), ENTITLED "A
22 SUPPLEMENT TO THE ACT ENTITLED 'AN ACT REGULATING LATERAL RAIL
23 ROADS.'"
24 ACT OF FEBRUARY 12, 1842 (P.L.18, NO.14), ENTITLED "A FURTHER
25 SUPPLEMENT TO THE ACT ENTITLED 'AN ACT REGULATING LATERAL RAIL
26 ROADS.'"
27 SECTION 10 OF THE ACT OF APRIL 24, 1843 (P.L.359, NO.173),
28 ENTITLED "AN ACT TO INCORPORATE THE BUTLER COUNTY MUTUAL
29 INSURANCE COMPANY, AND FOR OTHER PURPOSES."
30 ACT OF APRIL 11, 1845 (P.L.364, NO.243), ENTITLED "AN ACT TO
19870S1200B2515 - 631 -
1 RELIEVE CANAL AND RAILROAD COMPANIES FROM PENALTIES FOR NOT
2 PERFORMING CERTAIN ACTS ON THE SABBATH DAY."
3 ACT OF MARCH 13, 1847 (P.L.333, NO.273), ENTITLED "AN ACT
4 RELATING TO CERTAIN CORPORATIONS."
5 ACT OF MARCH 13, 1847 (P.L. 337, NO.276), ENTITLED "AN ACT IN
6 REFERENCE TO RUNNING OF LOCOMOTIVE ENGINES AND CARS ON
7 CONNECTING RAILROADS."
8 ACT OF JANUARY 6, 1848 (P.L.1, NO.1), ENTITLED "A SUPPLEMENT
9 TO THE ACT OF FIFTH OF MAY, ONE THOUSAND EIGHT HUNDRED AND
10 THIRTY-TWO, ENTITLED 'AN ACT REGULATING LATERAL RAILROADS.'"
11 ACT OF APRIL 11, 1848 (P.L.516, NO.363), ENTITLED "AN ACT TO
12 AUTHORIZE MARGARET PARTHEMORE, ADMINISTRATRIX WITH THE WILL
13 ANNEXED OF JOHN PARTHEMORE, DECEASED, TO COLLECT CERTAIN
14 OUTSTANDING TAXES OF THE NORTH WARD OF THE BOROUGH OF
15 HARRISBURG, IN THE COUNTY OF DAUPHIN, RELATIVE TO SCHOOL TAXES
16 IN MANOR TOWNSHIP, LANCASTER COUNTY, TO THE APPEAL OF THE EASTON
17 BANK, AND RELATIVE TO LATERAL RAILROADS, AND THE ACCOUNTS OF
18 JOHN FORESMAN, OF LYCOMING COUNTY."
19 ACT OF FEBRUARY 19, 1849 (P.L.79, NO.76), ENTITLED "AN ACT
20 REGULATING RAILROAD COMPANIES."
21 ACT OF APRIL 11, 1853 (P.L.366, NO.239), ENTITLED "AN ACT
22 REPEALING THE ACTS REGULATING THE GAUGE OF THE TRACK OF
23 RAILROADS."
24 ACT OF FEBRUARY 25, 1856 (P.L.61, NO.74), ENTITLED "AN ACT
25 DECLARATORY OF THE CONSTRUCTION OF THE ELEVENTH SECTION OF AN
26 ACT PASSED ON THE TWENTY-SIXTH DAY OF JULY, ANNO DOMINI ONE
27 THOUSAND EIGHT HUNDRED AND FORTY-TWO."
28 ACT OF MAY 16, 1857 (P.L.538, NO.595), ENTITLED "AN ACT
29 RELATIVE TO ASSIGNEES AND TRUSTEES OF RAILROAD COMPANIES."
30 ACT OF MAY 20, 1857 (P.L.629, NO.664), ENTITLED "A SUPPLEMENT
19870S1200B2515 - 632 -
1 TO THE ACT REGULATING RAILROADS."
2 ACT OF APRIL 20, 1858 (P.L.361, NO.402), ENTITLED "A FURTHER
3 SUPPLEMENT TO THE ACT, ENTITLED 'AN ACT REGULATING LATERAL
4 RAILROADS,' PASSED MAY FIFTH, ONE THOUSAND EIGHT HUNDRED AND
5 THIRTY-TWO."
6 ACT OF MARCH 29, 1859 (P.L.290, NO.293), ENTITLED "A
7 SUPPLEMENT TO AN ACT IN REFERENCE TO RUNNING OF LOCOMOTIVE
8 ENGINES AND CARS ON CONNECTING RAILROADS, APPROVED THIRTEENTH
9 MARCH, ONE THOUSAND EIGHT HUNDRED FORTY-SEVEN."
10 ACT OF JANUARY 9, 1861 (P.L.2, NO.3), ENTITLED "AN ACT TO
11 ENABLE CITIZENS TO HOLD TITLE WHICH HAD BEEN HELD BY ALIENS AND
12 CORPORATIONS." EXCEPT AS OTHERWISE PROVIDED BY STATUTE, A
13 NONRESIDENT OR AN ALIEN MAY HOLD TITLE TO PROPERTY LOCATED IN
14 THIS COMMONWEALTH TO THE SAME EXTENT AS A RESIDENT CITIZEN.
15 ACT OF APRIL 8, 1861 (P.L.259, NO.262), ENTITLED "AN ACT
16 CONCERNING THE SALE OF RAILROADS, CANALS, TURNPIKES, BRIDGES AND
17 PLANK ROADS."
18 ACT OF APRIL 23, 1861 (P.L.410, NO.379), ENTITLED "AN ACT
19 RELATING TO CERTAIN CORPORATIONS."
20 ACT OF MAY 1, 1861 (P.L.433, NO.405), ENTITLED "A SUPPLEMENT
21 TO AN ACT RELATING TO CORPORATIONS, PASSED THE TWENTY-SIXTH DAY
22 OF APRIL, ONE THOUSAND EIGHT HUNDRED AND FIFTY-FIVE."
23 ACT OF MAY 1, 1861 (P.L.485, NO.453), ENTITLED "A FURTHER
24 SUPPLEMENT TO AN ACT IN REFERENCE TO RUNNING OF LOCOMOTIVE
25 ENGINES AND CARS ON CONNECTING RAILROADS, APPROVED THIRTEENTH
26 MARCH, ONE THOUSAND EIGHT HUNDRED AND FORTY-SEVEN."
27 ACT OF MAY 16, 1861 (P.L.702, NO.657), ENTITLED "AN ACT
28 RELATING TO RAILROAD COMPANIES."
29 ACT OF MARCH 21, 1862 (P.L.149, NO.148), ENTITLED "AN ACT TO
30 ENCOURAGE THE DEVELOPMENT OF COAL AND MINERAL LANDS IN THE
19870S1200B2515 - 633 -
1 COUNTIES OF HUNTINGDON, CAMBRIA AND BEDFORD."
2 ACT OF APRIL 11, 1862 (P.L.497, NO.490), ENTITLED "AN ACT
3 AUTHORIZING RAILROAD COMPANIES TO RE-LOCATE THEIR ROADS IN
4 CERTAIN CASES."
5 ACT OF APRIL 22, 1863 (P.L.534, NO.530), ENTITLED "AN ACT TO
6 REGULATE RAILROAD GAUGES."
7 ACT OF MARCH 23, 1865 (P.L.33, NO.18), ENTITLED "AN ACT TO
8 AUTHORIZE RAILROAD COMPANIES, WHOSE LINES REACH NAVIGABLE
9 STREAMS, TO ERECT DOCKS, PIERS OR WHARVES THEREIN, AND TO TAKE
10 PRIVATE PROPERTY FOR SUCH PUBLIC USE, ON COMPENSATION, AND
11 RATIFYING THE PURCHASE OF THE SAME."
12 ACT OF MARCH 24, 1865 (P.L.43, NO.28), ENTITLED "A SUPPLEMENT
13 TO THE GENERAL LAW RELATING TO RAILROAD COMPANIES, APPROVED
14 NINETEENTH FEBRUARY, ONE THOUSAND EIGHT HUNDRED AND FORTY-NINE."
15 ACT OF MARCH 24, 1865 (P.L.49, NO.35), ENTITLED "AN ACT
16 SUPPLEMENTARY TO AN ACT, REGULATING RAILROAD COMPANIES, APPROVED
17 THE NINETEENTH DAY OF FEBRUARY, ANNO DOMINI ONE THOUSAND EIGHT
18 HUNDRED AND FORTY-NINE."
19 SECTION 2 OF THE ACT OF MARCH 23, 1865 (P.L.631, NO.626),
20 ENTITLED "A SUPPLEMENT TO AN ACT, APPROVED THE FIRST DAY OF MAY,
21 ANNO DOMINI ONE THOUSAND EIGHT HUNDRED AND SIXTY-ONE, ENTITLED
22 'A SUPPLEMENT TO AN ACT RELATING TO CORPORATIONS, PASSED THE
23 TWENTY-SIXTH DAY OF APRIL, ANNO DOMINI ONE THOUSAND EIGHT
24 HUNDRED AND FIFTY-FIVE,' AND TO EXTEND THE BENEFIT OF THE SAID
25 ACT TO PURCHASES, OR SALES, OF REAL ESTATE, FOR, OR BY, ALIENS,
26 BEFORE THAT DATE."
27 ACT OF MAY 20, 1865 (P.L.847, NO.837), ENTITLED "AN ACT TO
28 ENTITLE THE STOCKHOLDERS OF ANY RAILROAD COMPANY, INCORPORATED
29 BY THIS COMMONWEALTH, ACCEPTING THIS ACT, TO ONE VOTE FOR EACH
30 SHARE OF STOCK."
19870S1200B2515 - 634 -
1 ACT OF JUNE 21, 1865 (P.L.849, NO.839), ENTITLED "AN ACT
2 RELATING TO THE USE OF TUNNELS AND BRIDGES BY RAILROAD
3 COMPANIES."
4 ACT OF JUNE 21, 1865 (P.L.852, NO.841), ENTITLED "AN ACT
5 AUTHORIZING THE PURCHASE, BY RAILROAD COMPANIES, OF BRANCH, OR
6 CONNECTING, ROADS."
7 ACT OF MARCH 23, 1866 (P.L.299, NO.273), ENTITLED "AN ACT
8 SUPPLEMENTARY TO AN ACT TO INCORPORATE THE CITY OF PHILADELPHIA,
9 AUTHORIZING THE IMPROVEMENT OF BROAD STREET, IN SAID CITY."
10 ACT OF APRIL 17, 1866 (P.L.106, NO.95), ENTITLED "AN ACT
11 RELATING TO RAILROADS."
12 ACT OF JANUARY 7, 1867 (P.L.1368, NO.1283), ENTITLED "AN ACT
13 RELATING TO THE QUALIFICATIONS OF DIRECTORS OF RAILROAD
14 COMPANIES."
15 ACT OF APRIL 10, 1867 (P.L.61, NO.40), ENTITLED "AN ACT TO
16 AUTHORIZE THE PRESIDENT AND DIRECTORS OF ANY RAILROAD COMPANY TO
17 DETERMINE, BY RESOLUTION, THE MANNER IN WHICH, AND THE PERSONS
18 TO WHOM, THE INCREASED CAPITAL THEREOF MAY BE SOLD, AND THE
19 AMOUNTS OF THE INSTALLMENTS THEREON, AND THE TIMES AND MANNER OF
20 THEIR PAYMENT."
21 ACT OF FEBRUARY 14, 1868 (P.L.40, NO.4), ENTITLED "A
22 SUPPLEMENT TO AN ACT, ENTITLED 'AN ACT RELATING TO CERTAIN
23 CORPORATIONS,' APPROVED MARCH THIRTEENTH, ANNO DOMINI ONE
24 THOUSAND EIGHT HUNDRED AND FORTY-SEVEN, AUTHORIZING THE GOVERNOR
25 TO APPOINT DIRECTORS FOR CERTAIN CORPORATIONS IN CERTAIN CASES."
26 ACT OF MARCH 10, 1868 (P.L.294, NO.267), ENTITLED "A
27 SUPPLEMENT TO AN ACT, ENTITLED 'AN ACT CONCERNING THE SALE OF
28 RAILROADS, CANALS, TURNPIKES, BRIDGES AND PLANK ROADS,' APPROVED
29 THE EIGHTH DAY OF APRIL, ANNO DOMINI ONE THOUSAND EIGHT HUNDRED
30 AND SIXTY-ONE, SO FAR AS RELATES TO CERTAIN COUNTIES.'"
19870S1200B2515 - 635 -
1 ACT OF MARCH 18, 1868 (P.L.372, NO.335), ENTITLED "A
2 SUPPLEMENT TO AN ACT, ENTITLED 'AN ACT TO AUTHORIZE THE SALE OF
3 THE PROPERTY OF ANY INCORPORATED COMPANY, UPON THE BONDS SECURED
4 BY A MORTGAGE GIVEN BY IT WITH LIKE EFFECT AS IF SOLD UPON THE
5 MORTGAGE,' APPROVED THE TENTH DAY OF APRIL, ANNO DOMINI ONE
6 THOUSAND EIGHT HUNDRED AND SIXTY-SEVEN, EXTENDING THE SAME TO
7 INCORPORATED COAL COMPANIES IN THE COUNTY OF LUZERNE,
8 AUTHORIZING THE PURCHASERS OF THE SAME TO ORGANIZE NEW
9 CORPORATIONS."
10 ACT OF MARCH 31, 1868 (P.L.50, NO.17), ENTITLED "AN ACT TO
11 AUTHORIZE INCORPORATED COMPANIES TO INVEST AND RE-INVEST SURPLUS
12 FUNDS IN MORTGAGES, STOCKS AND OTHER SECURITIES, AND FIXING THE
13 TIME FOR HOLDING ELECTIONS FOR DIRECTORS."
14 ACT OF APRIL 2, 1868 (P.L.53, NO.20), ENTITLED "AN ACT
15 RELATING TO THE CONSOLIDATION OF RAILROAD COMPANIES."
16 ACT OF APRIL 14, 1868 (P.L.62, NO.29), ENTITLED "AN ACT TO
17 AUTHORIZE THE FORMATION AND REGULATION OF RAILROAD
18 CORPORATIONS."
19 ACT OF APRIL 14, 1868 (P.L.100, NO.61), ENTITLED "AN ACT TO
20 AUTHORIZE RAILROAD COMPANIES LEASING OR USING OTHER RAILROADS TO
21 PROVIDE FOR THE PAYMENT OF LIENS THEREON."
22 ACT OF MARCH 17, 1869 (P.L.11, NO.9), ENTITLED "AN ACT
23 SUPPLEMENTARY TO AN ACT RELATING TO CERTAIN CORPORATIONS,
24 APPROVED THE TWENTY-THIRD DAY OF APRIL, ANNO DOMINI ONE THOUSAND
25 EIGHT HUNDRED AND SIXTY-ONE."
26 ACT OF MARCH 17, 1869 (P.L.11, NO.10), ENTITLED "AN ACT TO
27 AUTHORIZE AN INCREASE IN THE NUMBER OF DIRECTORS OR MANAGERS OF
28 RAILROAD COMPANIES, AND TO GIVE STOCKHOLDERS THE POWER TO LOCATE
29 THE GENERAL OFFICE OF SUCH COMPANIES."
30 ACT OF MARCH 17, 1869 (P.L.12, NO.11), ENTITLED "AN ACT TO
19870S1200B2515 - 636 -
1 ENABLE RAILROAD, CANAL AND SLACK-WATER NAVIGATION COMPANIES TO
2 STRAIGHTEN, WIDEN, DEEPEN AND OTHERWISE IMPROVE THEIR LINES OF
3 RAILROADS, CANALS AND SLACK-WATER NAVIGATION, AND THE BRIDGES,
4 AQUEDUCTS, PIERS AND STRUCTURES THEREOF."
5 ACT OF APRIL 6, 1869 (P.L.17, NO.16), ENTITLED "A FURTHER
6 SUPPLEMENT TO AN ACT REGULATING LATERAL RAILROADS, APPROVED THE
7 FIFTH DAY OF MAY, ANNO DOMINI ONE THOUSAND EIGHT HUNDRED AND
8 THIRTY-TWO."
9 ACT OF APRIL 10, 1869 (P.L.24, NO.24), ENTITLED "AN ACT
10 SUPPLEMENTARY TO AN ACT RELATING TO RAILROAD COMPANIES, APPROVED
11 MAY SIXTEENTH, ANNO DOMINI ONE THOUSAND EIGHT HUNDRED AND SIXTY-
12 ONE."
13 ACT OF APRIL 15, 1869 (P.L.31, NO.33), ENTITLED "AN ACT TO
14 AUTHORIZE RAILROAD AND CANAL COMPANIES TO AID IN THE DEVELOPMENT
15 OF THE COAL, IRON, LUMBER AND OTHER MATERIAL INTERESTS OF THIS
16 COMMONWEALTH."
17 ACT OF APRIL 26, 1869 (P.L.96, NO.70), ENTITLED "A FURTHER
18 SUPPLEMENT TO THE ACT, ENTITLED 'AN ACT TO ENABLE CITIZENS TO
19 HOLD TITLE WHICH HAD BEEN HELD BY ALIENS AND CORPORATIONS,'
20 APPROVED THE NINTH DAY OF JANUARY, ANNO DOMINI ONE THOUSAND
21 EIGHT HUNDRED AND SIXTY-ONE."
22 ACT OF FEBRUARY 17, 1870 (P.L.31, NO.8), ENTITLED "AN ACT TO
23 AUTHORIZE RAILROAD COMPANIES TO LEASE OR BECOME LESSEES, AND TO
24 MAKE CONTRACTS WITH OTHER RAILROAD COMPANIES, CORPORATIONS AND
25 PARTIES."
26 ACT OF APRIL 1, 1870 (P.L.45, NO.26), ENTITLED "AN ACT TO
27 AUTHORIZE AND DIRECT THE ATTORNEY GENERAL, UPON COMPLAINT MADE
28 BY PARTIES WHOSE INTERESTS ARE THEREBY AFFECTED, TO INSTITUTE
29 PROCEEDINGS, ACCORDING TO LAW, AGAINST CORPORATIONS ALLEGED TO
30 HAVE VIOLATED DUTIES IMPOSED UPON THEM BY LAW."
19870S1200B2515 - 637 -
1 ACT OF APRIL 14, 1870 (P.L.73, NO.46), ENTITLED "A SUPPLEMENT
2 TO AN ACT REGULATING RAILROAD COMPANIES, APPROVED FEBRUARY
3 NINETEENTH, ONE THOUSAND EIGHT HUNDRED AND FORTY-NINE."
4 RESOLUTION OF APRIL 14, 1870 (P.L.1334, NO.13), ENTITLED "A
5 JOINT RESOLUTION FOR THE PROTECTION OF THE RIGHTS OF
6 CORPORATIONS CHARTERED BY THE COMMONWEALTH."
7 ACT OF APRIL 14, 1870 (P.L.75, NO.48), ENTITLED "A SUPPLEMENT
8 TO AN ACT, ENTITLED 'AN ACT RELATING TO RAILROAD AND CANAL
9 COMPANIES,' APPROVED APRIL ELEVENTH, ONE THOUSAND EIGHT HUNDRED
10 AND SIXTY-FOUR."
11 ACT OF APRIL 26, 1870 (P.L.1274, NO.1170), ENTITLED "AN ACT
12 FURTHER SUPPLEMENTARY TO AN ACT REGULATING RAILROAD COMPANIES,
13 APPROVED THE NINETEENTH DAY OF FEBRUARY, ANNO DOMINI ONE
14 THOUSAND EIGHT HUNDRED AND FORTY-NINE."
15 ACT OF FEBRUARY 17, 1871 (P.L.56, NO.61), ENTITLED "AN ACT
16 SUPPLEMENTARY TO THE ACTS RELATING TO LATERAL RAILROADS."
17 ACT OF APRIL 28, 1871 (P.L.246, NO.232), ENTITLED "A
18 SUPPLEMENT TO THE ACT OF APRIL FOURTH, ONE THOUSAND EIGHT
19 HUNDRED AND SIXTY-EIGHT, RELATIVE TO THE FORMATION AND
20 REGULATION OF RAILROAD CORPORATIONS."
21 ACT OF MAY 2, 1871 (P.L.248, NO.234), ENTITLED "A SUPPLEMENT
22 TO AN ACT TO ENABLE RAILROAD, CANAL AND SLACK-WATER NAVIGATION
23 COMPANIES TO STRAIGHTEN, WIDEN, DEEPEN AND OTHERWISE IMPROVE
24 THEIR LINES OF RAILROADS, CANALS AND SLACK-WATER NAVIGATION, AND
25 THE BRIDGES, AQUEDUCTS, PIERS AND STRUCTURES THEREOF, APPROVED
26 THE SEVENTEENTH DAY OF MARCH, ANNO DOMINI ONE THOUSAND EIGHT
27 HUNDRED AND SIXTY-NINE."
28 ACT OF MAY 18, 1871 (P.L.942, NO.830), ENTITLED "AN ACT
29 RELATING TO CERTAIN RAILROAD, CANAL AND INCORPORATED COMPANIES
30 AUTHORIZED TO CONSTRUCT RAILROADS, AND AUTHORIZING SUCH
19870S1200B2515 - 638 -
1 COMPANIES TO PURCHASE AND HOLD STOCK AND BONDS, TO LEASE ROADS
2 AND PROPERTY OF AND CONSOLIDATE WITH EACH OTHER, IN THE COUNTIES
3 OF SUSQUEHANNA, WYOMING, WAYNE AND LUZERNE."
4 ACT OF JUNE 2, 1871 (P.L.283, NO.263), ENTITLED "AN ACT TO
5 AUTHORIZE MARRIED WOMEN OWNING CAPITAL STOCK OF ANY RAILROAD
6 COMPANY TO SELL AND TRANSFER THE SAME."
7 ACT OF APRIL 3, 1872 (P.L.35, NO.25), ENTITLED "AN ACT
8 RELATING TO STRAIGHTENED OR IMPROVED LINES OF RAILROAD."
9 ACT OF APRIL 4, 1872 (P.L.46, NO.39), ENTITLED "AN ACT FOR
10 THE APPOINTMENT OF A RECEIVER IN CASES WHERE CORPORATIONS HAVE
11 BEEN DISSOLVED BY JUDGMENT OF OUSTER, UPON PROCEEDINGS OF QUO
12 WARRANTO."
13 ACT OF FEBRUARY 7, 1873 (P.L.126, NO.95), ENTITLED "AN ACT
14 EXTENDING THE TIME FOR THE COMPLETION OF THE PITTSBURG, VIRGINIA
15 AND CHARLESTON RAILWAY."
16 ACT OF MARCH 27, 1873 (P.L.435, NO.450), ENTITLED "AN ACT
17 PROVIDING FOR THE SURRENDER BY THE THIRTEENTH AND FIFTEENTH
18 STREETS PASSENGER RAILWAY COMPANY OF THE CITY OF PHILADELPHIA,
19 OF CERTAIN CORPORATE RIGHTS UPON BROAD STREET, AND IN
20 CONSIDERATION THEREOF, CONFIRMING THE MERGER WITH THE NAVY YARD,
21 BROAD STREET AND FAIRMOUNT RAILWAY COMPANY, AND GRANTING AND
22 CONFIRMING UNTO SAID THIRTEENTH AND FIFTEENTH STREETS PASSENGER
23 RAILWAY COMPANY, CERTAIN RIGHTS AS TO LAYING TRACKS UPON SAID
24 BROAD STREET AND THIRTEENTH AND FIFTEENTH STREETS, AND EXCLUDING
25 ALL OTHER PERSONS OR BODIES CORPORATE FROM HEREAFTER LAYING
26 TRACKS UPON ANY OF SAID STREETS."
27 ACT OF JUNE 5, 1873 (1874 P.L.331, NO.219), ENTITLED "AN ACT
28 AUTHORIZING DIRECTORS OF RAILROAD COMPANIES TO ELECT VICE
29 PRESIDENT."
30 ACT OF JUNE 6, 1873 (1874 P.L.417, NO.303), ENTITLED "A
19870S1200B2515 - 639 -
1 SUPPLEMENT TO AN ACT, ENTITLED 'AN ACT REGULATING LATERAL
2 RAILROADS,' APPROVED THE FIFTH DAY OF MAY, ANNO DOMINI ONE
3 THOUSAND EIGHT HUNDRED AND THIRTY-TWO, IN THE COUNTY OF
4 ARMSTRONG."
5 ACT OF APRIL 1, 1874 (P.L.51, NO.13), ENTITLED "AN ACT TO
6 VALIDATE ACTS DONE BY CORPORATIONS CREATED BY THE COURTS BEFORE
7 THE RECORDING OF THEIR CHARTERS."
8 ACT OF APRIL 29, 1874 (P.L.73, NO.32), ENTITLED "AN ACT TO
9 PROVIDE FOR THE INCORPORATION AND REGULATION OF CERTAIN
10 CORPORATIONS."
11 ACT OF APRIL 20, 1874 (P.L.110, NO.36), ENTITLED, AS AMENDED,
12 "AN ACT TO ENABLE THE OFFICERS OF DISSOLVED CORPORATIONS TO
13 CONVEY REAL ESTATE HELD BY SUCH CORPORATIONS."
14 ACT OF MAY 11, 1874 (P.L.133, NO.64), ENTITLED "AN ACT
15 RELATING TO THE VALIDITY OF THE CHARTERS OF CERTAIN
16 INCORPORATIONS."
17 ACT OF MAY 15, 1874 (P.L.185, NO.117), ENTITLED "AN ACT TO
18 PROVIDE FOR THE ADJUSTMENT, SETTLEMENT AND COLLECTION OF
19 COMPENSATION FROM RAILROAD COMPANIES, FOR RAILROADS LOCATED OR
20 THAT MAY BE LOCATED ON COUNTY BRIDGES, AND TO EMPOWER COUNTY
21 COMMISSIONERS TO MAKE CONTRACTS RELATING THERETO."
22 ACT OF JUNE 8, 1874 (P.L.277, NO.162), ENTITLED "A SUPPLEMENT
23 TO AN ACT, ENTITLED 'AN ACT TO AUTHORIZE THE FORMATION AND
24 REGULATION OF RAILROAD CORPORATIONS.'"
25 ACT OF JUNE 9, 1874 (P.L.282, NO.169), ENTITLED "AN ACT TO
26 AUTHORIZE THE COUNTIES, CITIES, TOWNS OR TOWNSHIPS OF THIS
27 STATE, RESPECTIVELY, TO ENTER INTO CONTRACTS WITH RAILROAD
28 COMPANIES WHOSE ROADS ENTER THEIR LIMITS, WHEREBY SAID COMPANIES
29 MAY RE-LOCATE, CHANGE OR ELEVATE THEIR RAILROADS."
30 ACT OF JUNE 15, 1874 (P.L.289, NO.175), ENTITLED "AN ACT
19870S1200B2515 - 640 -
1 REQUIRING EVERY RAILROAD OR CANAL CORPORATION, ORGANIZED IN THIS
2 STATE, TO MAINTAIN AN OFFICE THEREIN FOR THE TRANSACTION OF ITS
3 BUSINESS."
4 ACT OF MARCH 17, 1875 (P.L.7, NO.9), ENTITLED "AN ACT TO
5 EXTEND THE TIME FOR THE COMPLETION OF RAILROADS AUTHORIZED TO BE
6 CONSTRUCTED BY RAILROAD OR RAILWAY CORPORATIONS OF THIS
7 COMMONWEALTH UNDER ANY GENERAL LAW."
8 ACT OF MARCH 18, 1875 (P.L.28, NO.30), ENTITLED "A SUPPLEMENT
9 TO AN ACT TO AUTHORIZE THE FORMATION AND REGULATION OF RAILROAD
10 CORPORATIONS, APPROVED APRIL FOUR, ANNO DOMINI ONE THOUSAND
11 EIGHT HUNDRED AND SIXTY-EIGHT."
12 ACT OF APRIL 25, 1876 (P.L.47, NO.36), ENTITLED "AN ACT
13 SUPPLEMENTARY TO THE ACT, ENTITLED 'AN ACT TO PROVIDE FOR THE
14 INCORPORATION AND REGULATION OF CERTAIN CORPORATIONS,' APPROVED
15 THE TWENTY-NINTH DAY OF APRIL, ANNO DOMINI EIGHTEEN HUNDRED AND
16 SEVENTY-FOUR, EXTENDING ITS PROVISIONS TO ALL WHO MAY HAVE THE
17 RIGHT TO VOTE AT ELECTIONS FOR DIRECTORS, MANAGERS OR TRUSTEES."
18 ACT OF APRIL 28, 1876 (P.L.53, NO.45), ENTITLED "AN ACT
19 RELIEVING MEMBERS OF BENEFICIAL SOCIETIES FROM INDIVIDUAL
20 LIABILITY FOR LODGE INDEBTEDNESS."
21 ACT OF MAY 1, 1876 (P.L.90, NO.52), ENTITLED "AN ACT
22 SUPPLEMENTARY TO AN ACT, ENTITLED 'AN ACT TO PROVIDE FOR THE
23 INCORPORATION AND REGULATION OF CERTAIN CORPORATIONS,' APPROVED
24 APRIL TWENTY-NINTH, ONE THOUSAND EIGHT HUNDRED AND SEVENTY-FOUR,
25 RELATIVE TO THE INCORPORATION AND POWERS OF TELEGRAPH COMPANIES
26 FOR THE USE OF INDIVIDUALS, FIRMS AND CORPORATIONS, AND FOR FIRE
27 ALARM, POLICE AND MESSENGER BUSINESS."
28 ACT OF MAY 1, 1876 (P.L.93, NO.57), ENTITLED "AN ACT DEFINING
29 THE RIGHTS AND OBLIGATIONS OF CORPORATIONS FORMED UNDER THE LAWS
30 OF OTHER STATES, AND UNDER THE SAID LAWS SUCCEEDING TO OR
19870S1200B2515 - 641 -
1 BECOMING INVESTED WITH THE RIGHTS OF PURCHASERS OR MORTGAGEES
2 UNDER MORTGAGES EXECUTED BY RAILROAD COMPANIES OF OTHER STATES,
3 BUT AUTHORIZED OR CONFIRMED BY THE LAWS OF THIS STATE, WHERE
4 SUCH MORTGAGES EXTEND TO OR INCLUDE RAILROADS PARTLY WITHIN THIS
5 AND PARTLY WITHIN ANOTHER OR OTHER STATE OR STATES, AND WHERE
6 FORECLOSURES OR SALES OF THE MORTGAGED PREMISES HAVE BEEN
7 DECREED BY COURTS OF THE STATES WITHIN WHICH THE SAID LAST NAMED
8 COMPANIES WERE INCORPORATED, AND SUCH DECREES OF SALE OR
9 FORECLOSURE HAVE BEEN CONFIRMED OR ENFORCED BY CONFIRMATORY OR
10 ANCILLARY DECREES RENDERED BY STATE OR FEDERAL COURTS OF OR IN
11 THIS COMMONWEALTH."
12 ACT OF MAY 8, 1876 (P.L.127, NO.93), ENTITLED "AN ACT TO
13 ENABLE CITIZENS OF THE UNITED STATES AND CORPORATIONS CHARTERED
14 UNDER THE LAWS OF THIS COMMONWEALTH, AND AUTHORIZED TO HOLD REAL
15 ESTATE, TO HOLD AND CONVEY TITLE WHICH HAD BEEN HELD BY ALIENS
16 AND CORPORATIONS NOT AUTHORIZED BY LAW TO HOLD THE SAME."
17 ACT OF MAY 13, 1876 (P.L.157, NO.128), ENTITLED "A FURTHER
18 SUPPLEMENT TO AN ACT, ENTITLED 'AN ACT TO AUTHORIZE THE
19 FORMATION AND REGULATION OF RAILROAD CORPORATIONS,' APPROVED
20 APRIL FOURTH, ANNO DOMINI ONE THOUSAND EIGHT HUNDRED AND SIXTY-
21 EIGHT, AUTHORIZING ARTICLES OF ASSOCIATION TO BE FILED AND
22 RECORDED IN THE OFFICE OF THE SECRETARY OF THE COMMONWEALTH, AND
23 COMPANIES TO ORGANIZE, WHEN TWO THOUSAND DOLLARS OF STOCK IS
24 SUBSCRIBED AND TEN PER CENTUM THEREON PAID IN GOOD FAITH, IN
25 CASH, TO THE DIRECTORS, FOR ROADS NOT EXCEEDING FIFTEEN MILES IN
26 LENGTH."
27 ACT OF MAY 22, 1878 (P.L.85, NO.108), ENTITLED "A SUPPLEMENT
28 TO AN ACT, ENTITLED 'AN ACT TO ENABLE CITIZENS TO HOLD TITLE
29 WHICH HAS BEEN HELD BY ALIENS AND CORPORATIONS,' APPROVED THE
30 NINTH DAY OF JANUARY, ANNO DOMINI ONE THOUSAND EIGHT HUNDRED AND
19870S1200B2515 - 642 -
1 SIXTY-ONE."
2 ACT OF MAY 25, 1878 (P.L.145, NO.184), ENTITLED "A SUPPLEMENT
3 TO AN ACT, ENTITLED 'AN ACT CONCERNING THE SALE OF RAILROADS,
4 CANALS, TURNPIKES, BRIDGES AND PLANK ROADS,' APPROVED THE EIGHTH
5 DAY OF APRIL, ANNO DOMINI ONE THOUSAND EIGHT HUNDRED AND SIXTY-
6 ONE, EXTENDING THE PROVISIONS OF SAID ACT TO COAL, IRON, STEEL,
7 LUMBER, OR OIL OR MINING, MANUFACTURING, TRANSPORTATION AND
8 TELEGRAPH COMPANIES, IN THIS COMMONWEALTH."
9 ACT OF JUNE 12, 1878 (P.L.183, NO.224), ENTITLED "A
10 SUPPLEMENT TO AN ACT TO AUTHORIZE RAILROAD CORPORATIONS TO
11 SECURE THE PAYMENT OF THEIR BONDS AND OBLIGATIONS, BY A MORTGAGE
12 UPON THEIR PROPERTY, RIGHTS AND FRANCHISES,' APPROVED THE
13 THIRTEENTH DAY OF MARCH, ANNO DOMINI ONE THOUSAND EIGHT HUNDRED
14 AND SEVENTY-THREE, APPLYING THE PROVISIONS THEREOF TO MORTGAGES
15 UPON CERTAIN PERSONAL PROPERTY OF SUCH CORPORATIONS."
16 ACT OF APRIL 22, 1879 (P.L.31, NO.26), ENTITLED "AN ACT TO
17 EXTEND THE TIME FOR THE COMPLETION OF PUBLIC WORKS BY
18 CORPORATIONS CHARTERED FOR THE CONSTRUCTION THEREOF, AND
19 AUTHORIZING SUCH CORPORATIONS TO BORROW MONEY FOR THAT PURPOSE."
20 ACT OF APRIL 8, 1881 (P.L.9, NO.8), ENTITLED "A SUPPLEMENT TO
21 THE ACT, ENTITLED, 'AN ACT TO ENABLE CITIZENS OF THE UNITED
22 STATES AND CORPORATIONS CHARTERED UNDER THE LAWS OF THIS
23 COMMONWEALTH, AND AUTHORIZED TO HOLD REAL ESTATE, TO HOLD AND
24 CONVEY TITLE, WHICH HAD BEEN HELD BY ALIENS AND CORPORATIONS NOT
25 AUTHORIZED BY LAW TO HOLD THE SAME,' APPROVED THE EIGHTH DAY OF
26 MAY, ANNO DOMINI ONE THOUSAND EIGHT HUNDRED AND SEVENTY-SIX."
27 ACT OF MAY 21, 1881 (P.L.27, NO.31), ENTITLED "A FURTHER
28 SUPPLEMENT TO AN ACT, ENTITLED 'AN ACT TO AUTHORIZE THE
29 FORMATION AND REGULATION OF RAILROAD CORPORATIONS' APPROVED THE
30 FOURTH DAY OF APRIL, ANNO DOMINI ONE THOUSAND EIGHT HUNDRED AND
19870S1200B2515 - 643 -
1 SIXTY-EIGHT, AUTHORIZING RAILROAD COMPANIES INCORPORATED UNDER
2 SAID ACT, AND SUPPLEMENTS THERETO, NOT EXCEEDING FIFTEEN MILES
3 IN LENGTH, TO EXTEND THEIR LINES."
4 ACT OF MAY 24, 1881 (P.L.27, NO.30), ENTITLED "AN ACT TO
5 EXTEND THE TIME FOR THE COMPLETION OF RAILROADS IN THIS
6 COMMONWEALTH."
7 ACT OF JUNE 1, 1883 (P.L.49, NO.40), ENTITLED "AN ACT TO
8 EXTEND THE TIME FOR THE COMPLETION OF RAILROADS IN THIS
9 COMMONWEALTH."
10 ACT OF JUNE 1, 1883 (P.L.57, NO.52), ENTITLED "AN ACT
11 RELATING TO THE TERMINAL POINTS TO WHICH RAILROADS MAY BE
12 CONSTRUCTED."
13 ACT OF JUNE 2, 1883 (P.L.61, NO.54), ENTITLED "AN ACT
14 SUPPLEMENTARY TO AN ACT, ENTITLED 'AN ACT FOR THE INCORPORATION
15 AND REGULATION OF CORPORATIONS,' APPROVED APRIL TWENTY-NINTH,
16 ONE THOUSAND EIGHT HUNDRED AND SEVENTY-FOUR, AUTHORIZING THE
17 INCORPORATION OF PIPE LINES FOR THE TRANSPORTATION OF PETROLEUM,
18 AND PROVIDING FOR THE EXERCISE OF THE RIGHT OF EMINENT DOMAIN IN
19 TAKING LANDS AND PROPERTY FOR SUCH PURPOSES."
20 ACT OF JUNE 13, 1883 (P.L.122, NO.108), ENTITLED "A
21 SUPPLEMENT TO AN ACT, ENTITLED 'AN ACT TO PROVIDE FOR THE
22 INCORPORATION AND REGULATION OF CERTAIN CORPORATIONS,' APPROVED
23 APRIL TWENTY-NINTH, ONE THOUSAND EIGHT HUNDRED AND SEVENTY-FOUR,
24 PROVIDING FOR THE IMPROVEMENT, AMENDMENT AND ALTERATION OF THE
25 CHARTERS OF CORPORATIONS OF THE SECOND CLASS, AND AUTHORIZING
26 THE INCORPORATION OF TRACTION MOTOR COMPANIES."
27 ACT OF JULY 5, 1883 (P.L.176, NO.165), ENTITLED "A SUPPLEMENT
28 TO AN ACT, ENTITLED 'AN ACT REGULATING LATERAL RAILROADS,'
29 APPROVED THE FIFTH DAY OF MAY, ANNO DOMINI ONE THOUSAND EIGHT
30 HUNDRED AND THIRTY-TWO, AUTHORIZING THE OWNERS OR LESSEES OF
19870S1200B2515 - 644 -
1 IRON ORE OR COAL MINES TO CONSTRUCT LATERAL RAILROADS FROM SAID
2 MINES TO ANY RAILROAD, PUBLIC ROAD OR NAVIGABLE STREAM, WITHIN
3 THE COUNTY IN WHICH SUCH MINES ARE SITUATED."
4 ACT OF MAY 29, 1885 (P.L.29, NO.32), ENTITLED "AN ACT TO
5 PROVIDE FOR THE INCORPORATION AND REGULATION OF NATURAL GAS
6 COMPANIES."
7 ACT OF JUNE 25, 1885 (P.L.186, NO.155), ENTITLED "AN ACT
8 LIMITING THE TIME FOR THE COMPLETION OF RAILROADS BY
9 CORPORATIONS ORGANIZED BY PURCHASERS AT JUDICIAL SALES."
10 ACT OF MAY 7, 1887 (P.L.94, NO.44), ENTITLED "AN ACT TO
11 ENFORCE AGAINST RAILROAD CORPORATIONS THE PROVISIONS OF SECTION
12 SEVEN OF ARTICLE SIXTEEN, OF THE CONSTITUTION."
13 ACT OF MAY 31, 1887 (P.L.275, NO.162), ENTITLED "A SUPPLEMENT
14 TO AN ACT, ENTITLED 'AN ACT TO AUTHORIZE THE FORMATION AND
15 REGULATION OF RAILROAD CORPORATIONS,' APPROVED THE FOURTH DAY OF
16 APRIL, ANNO DOMINI ONE THOUSAND EIGHT HUNDRED AND SIXTY-EIGHT."
17 ACT OF JUNE 6, 1887 (P.L.350, NO.242), ENTITLED "AN ACT TO
18 ENABLE THE CITIZENS OF THE UNITED STATES AND CORPORATIONS,
19 CHARTERED UNDER THE LAWS OF THIS COMMONWEALTH AND AUTHORIZED TO
20 HOLD REAL ESTATE, TO HOLD AND CONVEY TITLE WHICH HAD BEEN HELD
21 BY ALIENS AND CORPORATIONS NOT AUTHORIZED BY LAW TO HOLD THE
22 SAME."
23 ACT OF JUNE 7, 1887 (P.L.365, NO.252), REFERRED TO AS THE
24 COOPERATIVE ASSOCIATION ACT.
25 ACT OF MAY 7, 1889 (P.L.102, NO.108), ENTITLED "AN ACT
26 DEFINING EVIDENCE OF STOCK OWNERSHIP IN CORPORATIONS AND FOR
27 DETERMINING THE RIGHT TO VOTE THEREON."
28 ACT OF MAY 8, 1889 (P.L.136, NO.153), ENTITLED "AN ACT TO
29 AMEND AN ACT, ENTITLED 'AN ACT TO PROVIDE FOR THE INCORPORATION
30 AND REGULATION OF CERTAIN CORPORATIONS,' APPROVED THE TWENTY-
19870S1200B2515 - 645 -
1 NINTH DAY OF APRIL, ANNO DOMINI ONE THOUSAND EIGHT HUNDRED AND
2 SEVENTY-FOUR, PROVIDING FOR THE INCORPORATION AND REGULATION OF
3 ELECTRIC LIGHT, HEAT AND POWER COMPANIES."
4 ACT OF MAY 13, 1889 (P.L.205, NO.223), ENTITLED "AN ACT
5 PRESCRIBING THE AMOUNT OF STOCK AND BONDS WHICH MAY BE ISSUED BY
6 RAILROAD COMPANIES HERETOFORE OR HEREAFTER CONSOLIDATED AND
7 MERGED."
8 ACT OF JUNE 16, 1891 (P.L.301, NO.231), ENTITLED "AN ACT
9 AUTHORIZING THE EXTENSION OF THE CORPORATE EXISTENCE OF ANY
10 RAILROAD CORPORATION ORGANIZED UNDER EITHER A SPECIAL OR GENERAL
11 LAW OF THIS COMMONWEALTH."
12 ACT OF MAY 26, 1893 (P.L.141, NO.90), ENTITLED "AN ACT
13 AMENDING AN ACT, ENTITLED 'AN ACT DEFINING EVIDENCE OF STOCK
14 OWNERSHIP IN CORPORATIONS, AND FOR DETERMINING THE RIGHT TO VOTE
15 THEREON,' APPROVED MAY SEVENTH, ONE THOUSAND EIGHT HUNDRED AND
16 EIGHTY-NINE, FURTHER DEFINING EVIDENCE OF STOCK OWNERSHIP AND
17 THE RIGHT TO VOTE THEREON."
18 ACT OF MAY 26, 1893 (P.L.158, NO.103), ENTITLED "AN ACT
19 AUTHORIZING WATER COMPANIES TO RE-LOCATE ROADS DESTROYED, AND TO
20 ACQUIRE LAND TO PRESERVE WATER SUPPLY FROM CONTAMINATION."
21 ACT OF JUNE 8, 1893 (P.L.355, NO.289), ENTITLED "AN ACT TO
22 REGULATE THE CHANGE OF LOCATION OF THE PRINCIPAL OFFICE, THE
23 PLACE OF ANNUAL AND OTHER MEETINGS OF STOCKHOLDERS, AND THE TIME
24 OF SUCH ANNUAL MEETING OF CORPORATIONS OF THIS COMMONWEALTH."
25 ACT OF JUNE 18, 1895 (P.L.195, NO.116), ENTITLED "AN ACT
26 VALIDATING PURCHASES OR LEASES HERETOFORE MADE OR ACQUIRED BY
27 WATER COMPANIES OF LANDS TO PRESERVE THEIR WATER SUPPLY FROM
28 CONTAMINATION."
29 ACT OF JUNE 24, 1895 (P.L.258, NO.172), ENTITLED "AN ACT
30 RELATING TO AND REGULATING THE ISSUE AND TRANSFER OF
19870S1200B2515 - 646 -
1 CERTIFICATES OF STOCK BY COMPANIES INCORPORATED UNDER THE LAWS
2 OF THIS COMMONWEALTH."
3 ACT OF JUNE 24, 1895 (P.L.264, NO.176), ENTITLED "AN ACT TO
4 ENABLE THE CITIZENS OF THE UNITED STATES, AND CORPORATIONS
5 CHARTERED UNDER THE LAWS OF THIS COMMONWEALTH AND AUTHORIZED TO
6 HOLD REAL ESTATE, TO HOLD AND CONVEY TITLE WHICH HAD BEEN HELD
7 BY ALIENS AND CORPORATIONS NOT AUTHORIZED BY LAW TO HOLD THE
8 SAME."
9 ACT OF JULY 2, 1895 (P.L.425, NO.302), ENTITLED "AN ACT
10 GRANTING TO WATER POWER COMPANIES, AND OTHER CORPORATIONS OWNING
11 OR CONTROLLING WATER POWER, AUTHORITY TO DEVELOP AND DISTRIBUTE
12 ELECTRIC POWER BY MEANS OF THEIR WATER POWER, AND TO ERECT,
13 CONSTRUCT AND MAINTAIN THE NECESSARY BUILDINGS, PLANT AND
14 APPARATUS FOR THAT PURPOSE."
15 ACT OF JULY 2, 1895 (P.L.432, NO.309), ENTITLED "AN ACT BEING
16 A FURTHER SUPPLEMENT TO AN ACT, ENTITLED 'AN ACT TO PROVIDE FOR
17 THE INCORPORATION AND REGULATION OF CERTAIN CORPORATIONS,'
18 APPROVED THE TWENTY-NINTH DAY OF APRIL, ONE THOUSAND EIGHT
19 HUNDRED AND SEVENTY-FOUR, TO FURTHER PROVIDE FOR THE
20 INCORPORATION AND REGULATION OF CORPORATIONS HERETOFORE OR
21 HEREAFTER INCORPORATED FOR THE PURPOSE OF THE SUPPLY, STORAGE OR
22 TRANSPORTATION OF WATER AND WATER POWER FOR COMMERCIAL AND
23 MANUFACTURING PURPOSES."
24 ACT OF FEBRUARY 9, 1901 (P.L.3, NO.1), ENTITLED "AN ACT TO
25 PROVIDE FOR INCREASING THE CAPITAL STOCK AND INDEBTEDNESS OF
26 CORPORATIONS."
27 ACT OF FEBRUARY 9, 1901 (P.L.6, NO.2), ENTITLED "AN ACT TO
28 PERMIT THE CLASSIFICATION BY RAILROAD, RAILWAY AND
29 TRANSPORTATION CORPORATIONS OF THEIR BOARDS OF DIRECTORS OR
30 MANAGERS."
19870S1200B2515 - 647 -
1 ACT OF MARCH 22, 1901 (P.L.53, NO.20), ENTITLED "AN ACT TO
2 AUTHORIZE AND EMPOWER ANY RAILROAD CORPORATION OF THIS
3 COMMONWEALTH, WHICH SHALL OWN AT LEAST TWO-THIRDS OF THE WHOLE
4 CAPITAL STOCK OF ANY OTHER LIKE CORPORATION OF THIS
5 COMMONWEALTH, AND SHALL HAVE A RAILROAD CONNECTING WITH THE
6 RAILROAD OF THE LATTER, TO ACQUIRE THE FRANCHISES, PROPERTY,
7 RIGHTS AND CREDITS OF THE LATTER."
8 ACT OF APRIL 4, 1901 (P.L.63, NO.29), ENTITLED "AN ACT TO
9 AUTHORIZE RAILROADS, HERETOFORE OR HEREAFTER CONSTRUCTED TO ANY
10 RIVER FORMING THE BOUNDARY BETWEEN THIS AND ANY ADJOINING STATE,
11 TO BE BUILT BY MEANS OF A BRIDGE AND ITS APPROACHES TO THE
12 MIDDLE OF SUCH RIVER, AND THERE CONNECT WITH ANY RAILROAD OF
13 SUCH ADJOINING STATE, HERETOFORE OR HEREAFTER CONSTRUCTED."
14 ACT OF APRIL 4, 1901 (P.L.67, NO.36), ENTITLED "AN ACT TO
15 VALIDATE CHANGES HERETOFORE MADE IN THE NAMES OF CORPORATIONS BY
16 THE SEVERAL COURTS OF COMMON PLEAS OF THIS COMMONWEALTH."
17 ACT OF MAY 21, 1901 (P.L.270, NO.177), ENTITLED "AN ACT
18 GRANTING CERTAIN RIGHTS AND PRIVILEGES TO REGULARLY ORGANIZED
19 AND INCORPORATED WATER COMPANIES."
20 ACT OF MAY 29, 1901 (P.L.326, NO.207), ENTITLED "A SUPPLEMENT
21 TO AN ACT, ENTITLED 'AN ACT TO PROVIDE FOR THE INCORPORATION AND
22 REGULATION OF CERTAIN CORPORATIONS,' APPROVED APRIL TWENTY-
23 NINTH, ONE THOUSAND EIGHT HUNDRED AND SEVENTY-FOUR; AUTHORIZING
24 FORMATION OF CORPORATIONS FOR PROFIT BY VOLUNTARY ASSOCIATION OF
25 THREE OR MORE PERSONS, ONE OF WHOM, AT LEAST, MUST BE A CITIZEN
26 OF THIS COMMONWEALTH."
27 ACT OF JULY 10, 1901 (P.L.651, NO.329), ENTITLED "AN ACT TO
28 VALIDATE ACTS DONE BY CORPORATIONS BEFORE THE RECORDING OF THEIR
29 CHARTERS."
30 ACT OF MARCH 19, 1903 (P.L.34, NO.41), ENTITLED "AN ACT TO
19870S1200B2515 - 648 -
1 PREVENT THE MULTIPLICATION OF POLES, WIRES, AND CONDUITS FOR
2 ELECTRICAL PURPOSES, BY AUTHORIZING CORPORATIONS, MANUFACTURING
3 OR USING ELECTRICAL CURRENT FOR ANY PURPOSES, TO ENTER INTO
4 CONTRACTS WITH EACH OTHER RELATING TO THE EXCHANGE OF CURRENT,
5 THE JOINT USE OF POLES, WIRES, AND CONDUITS, OR THE LEASE OR
6 OPERATION OF EACH OTHERS SYSTEMS."
7 ACT OF MARCH 24, 1903 (P.L.50, NO.52), ENTITLED "AN ACT
8 RELATING TO THE TAKING OF STOCK VOTES, UPON SUBJECTS PRESENTED
9 TO STOCKHOLDERS OF CORPORATIONS OF THIS COMMONWEALTH FOR THEIR
10 ACTION."
11 ACT OF APRIL 22, 1903 (P.L.251, NO.185), ENTITLED "AN ACT
12 REGULATING THE CHANGE OF CORPORATE TITLES."
13 ACT OF APRIL 23, 1903 (P.L.280, NO.208), ENTITLED "A FURTHER
14 SUPPLEMENT TO THE ACT APPROVED APRIL FOURTH, ANNO DOMINI ONE
15 THOUSAND EIGHT HUNDRED AND SIXTY-EIGHT, ENTITLED 'AN ACT TO
16 AUTHORIZE THE FORMATION AND REGULATION OF RAILROAD
17 CORPORATIONS.'"
18 ACT OF MARCH 24, 1905 (P.L.56, NO.39), ENTITLED "A SUPPLEMENT
19 TO AN ACT, ENTITLED 'A SUPPLEMENT TO AN ACT, ENTITLED "AN ACT TO
20 PROVIDE FOR THE INCORPORATION AND REGULATION OF CERTAIN
21 CORPORATIONS," APPROVED THE TWENTY-NINTH DAY OF APRIL, ANNO
22 DOMINI ONE THOUSAND EIGHT HUNDRED AND SEVENTY-FOUR, FURTHER
23 AMENDING THE TWELFTH SECTION THEREOF SO AS TO PERMIT
24 CORPORATIONS ORGANIZED THEREUNDER, EITHER FOR THE PURPOSE OF
25 CARRYING ON ANY MANUFACTURING BUSINESS, OR FOR THE SUPPLY OF
26 WATER, OR FOR THE MANUFACTURE OR SUPPLYING OF LIGHT, TO PURCHASE
27 BONDS OR STOCK OF OTHER CORPORATIONS OF THE SAME CHARACTER, OR
28 TO GUARANTEE THE PAYMENT OF INTEREST AND PRINCIPAL OF SUCH
29 BONDS, OR EITHER PRINCIPAL OR INTEREST, OR TO LEASE AND OPERATE
30 CORPORATE PROPERTY,' APPROVED THE TWENTY-SIXTH DAY OF JUNE, ANNO
19870S1200B2515 - 649 -
1 DOMINI ONE THOUSAND EIGHT HUNDRED AND NINETY-FIVE, CORRECTING
2 ERRORS THEREIN AND VALIDATING ALL ACTS DONE IN PURSUANCE
3 THEREOF."
4 ACT OF APRIL 22, 1905 (P.L.264, NO.184), ENTITLED "AN ACT TO
5 AUTHORIZE RAILROAD COMPANIES OF THIS COMMONWEALTH, IN ORDER TO
6 SECURE AN ADEQUATE SUPPLY OF WATER FOR THEIR CORPORATE PURPOSE,
7 TO ACQUIRE, HOLD, DISPOSE OF, AND GUARANTEE THE STOCK AND
8 SECURITIES OF WATER COMPANIES."
9 ACT OF JUNE 6, 1907 (P.L.417, NO.287), ENTITLED "AN ACT
10 REQUIRING THAT ALL WATER, GAS, OR ELECTRIC LIGHT CORPORATIONS,
11 BEFORE ENTERING UPON OR OCCUPYING ANY PUBLIC STREET OR HIGHWAY
12 IN ANY TOWNSHIP OF THE FIRST CLASS OF THIS COMMONWEALTH, SHALL
13 FIRST MAKE APPLICATION TO THE PROPER AUTHORITIES OF SUCH
14 TOWNSHIP OF THE FIRST CLASS AND OBTAIN ITS CONSENT TO SUCH ENTRY
15 OR OCCUPANCY."
16 ACT OF APRIL 27, 1909 (P.L.244, NO.154), ENTITLED "AN ACT TO
17 VALIDATE ACTS DONE BY CORPORATIONS BEFORE THE RECORDING OF THEIR
18 CHARTER."
19 ACT OF MAY 3, 1909 (P.L.408, NO.229), ENTITLED, AS AMENDED,
20 "AN ACT AUTHORIZING THE MERGER OR CONSOLIDATION OF CERTAIN
21 CORPORATIONS."
22 ACT OF MARCH 15, 1911 (P.L.17, NO.15), ENTITLED "AN ACT TO
23 VALIDATE ACTS DONE AND CONVEYANCES MADE BY OR TO CORPORATIONS
24 AFTER LETTERS PATENT ARE ISSUED, AND BEFORE THE RECORDING OF
25 THEIR CHARTERS."
26 ACT OF MAY 11, 1911 (P.L.261, NO.165), ENTITLED "AN ACT
27 RELATING TO RECEIVERS' SALES."
28 ACT OF JUNE 3, 1911 (P.L.635, NO.243), ENTITLED "AN ACT TO
29 FURTHER AMEND THE EIGHTEENTH PARAGRAPH OF THE SECOND SECTION OF
30 AN ACT, ENTITLED 'AN ACT TO PROVIDE FOR THE INCORPORATION AND
19870S1200B2515 - 650 -
1 REGULATION OF CERTAIN CORPORATIONS,' APPROVED THE TWENTY-NINTH
2 DAY OF APRIL, ANNO DOMINI ONE THOUSAND EIGHT HUNDRED AND
3 SEVENTY-FOUR, SO AS TO COMPEL CORPORATIONS HERETOFORE OR
4 HEREAFTER INCORPORATED FOR THE PURPOSE OF THE STORAGE,
5 TRANSPORTATION AND FURNISHING OF WATER FOR MANUFACTURING AND
6 OTHER PURPOSES, AND FOR THE CREATION, ESTABLISHING, FURNISHING,
7 TRANSMISSION AND USING OF WATER-POWER THEREFROM, TO FURNISH SUCH
8 POWER FOR PUBLIC PURPOSES."
9 ACT OF APRIL 24, 1913 (P.L.114, NO.77), ENTITLED "AN ACT TO
10 VALIDATE RECEIVER'S SALES OF REAL ESTATE, HELD SUBSEQUENT TO THE
11 PASSAGE OF AN ACT, ENTITLED 'AN ACT RELATING TO RECEIVER'S
12 SALES,' APPROVED THE ELEVENTH DAY OF MAY, ANNO DOMINI ONE
13 THOUSAND NINE HUNDRED AND ELEVEN, IN ALL CASES WHERE NOTICES OF
14 SAID SALES HAVE BEEN MAILED WITHIN THE TIME SPECIFIED IN SAID
15 ACT."
16 ACT OF MAY 15, 1913 (P.L.213, NO.149), ENTITLED "AN ACT TO
17 VALIDATE CERTAIN CHARTERS ISSUED BY THE GOVERNOR OF THE
18 COMMONWEALTH TO ELECTRIC LIGHT COMPANIES, FOR DISTRICTS
19 COMPRISING TWO OR MORE MUNICIPALITIES OR TOWNSHIPS, UNDER THE
20 THIRTY-FOURTH SECTION OF THE ACT APPROVED APRIL TWENTY-NINE, ONE
21 THOUSAND EIGHT HUNDRED SEVENTY-FOUR, ENTITLED 'AN ACT TO PROVIDE
22 FOR THE INCORPORATION AND REGULATION OF CERTAIN CORPORATIONS,'
23 AND ITS SUPPLEMENTS."
24 ACT OF JUNE 6, 1913 (P.L.458, NO.304), ENTITLED "AN ACT
25 PROVIDING FOR THE MAKING VALID OF THE CHARTERS OF CERTAIN
26 CORPORATIONS, HERETOFORE INCORPORATED FOR THE PURPOSE OF
27 SUPPLYING HEAT, LIGHT, AND POWER, BY MEANS OF ELECTRICITY, TO
28 THE PUBLIC, UPON THE FILING OF CERTAIN CERTIFICATES WITH THE
29 SECRETARY OF THE COMMONWEALTH."
30 ACT OF APRIL 26, 1917 (P.L.102, NO.61), ENTITLED "A
19870S1200B2515 - 651 -
1 SUPPLEMENT TO AN ACT, ENTITLED 'AN ACT TO PROVIDE FOR THE
2 INCORPORATION AND REGULATION OF NATURAL GAS COMPANIES,' APPROVED
3 THE TWENTY-NINTH DAY OF MAY, ONE THOUSAND EIGHT HUNDRED AND
4 EIGHTY-FIVE; PROVIDING THAT CORPORATIONS ENGAGED IN THE BUSINESS
5 OF SUPPLYING NATURAL GAS MAY MANUFACTURE OR PURCHASE, AND
6 TRANSPORT AND SUPPLY, MANUFACTURED FUEL GAS."
7 ACT OF MAY 3, 1917 (P.L.146, NO.78), ENTITLED "AN ACT TO
8 VALIDATE ACTS DONE BY CORPORATIONS BEFORE THE RECORDING OF THEIR
9 CHARTERS."
10 ACT OF MAY 17, 1917 (P.L.228, NO.126), ENTITLED "AN ACT TO
11 AUTHORIZE THE PAYMENT BY CORPORATIONS TO THEIR DIRECTORS OF
12 COMPENSATION FOR SERVICES RENDERED BY THEM."
13 ACT OF JULY 5, 1917 (P.L.698, NO.258), ENTITLED "AN ACT TO
14 AUTHORIZE CORPORATIONS ORGANIZED FOR PROFIT, UNDER THE LAWS OF
15 PENNSYLVANIA, TO CONTINUE THE SALARIES OF EMPLOYES ENLISTING OR
16 ENROLLING IN ANY BRANCH OF THE MILITARY OR NAVAL SERVICE OF THE
17 UNITED STATES, OR OTHER PROTECTIVE ORGANIZATION."
18 ACT OF JULY 19, 1917 (P.L.1123, NO.382), ENTITLED "AN ACT TO
19 AUTHORIZE THE CONSTRUCTION OF BRANCHES BY RAILROAD COMPANIES."
20 ACT OF APRIL 18, 1919 (P.L.67, NO.52), ENTITLED "AN ACT TO
21 GIVE TO WOMEN, MARRIED AND SINGLE, THE SAME RIGHT AS MEN TO BE
22 CORPORATORS, AND, IN FURTHERANCE OF THEIR INTERESTS AS
23 STOCKHOLDERS, TO SERVE AS DIRECTORS AND OFFICERS OF CORPORATIONS
24 FOR PROFIT."
25 ACT OF MAY 23, 1919 (P.L.240, NO.132), ENTITLED "AN ACT
26 VALIDATING THE HOLDING, OWNERSHIP, AND EXERCISE OF MATERIAL,
27 ROLLING STOCK, PROPERTY, AND FRANCHISES, SOLD AND CONVEYED UNDER
28 AND BY VIRTUE OF ANY PROCESS OR DECREE OF ANY COURT OR UNDER OR
29 BY VIRTUE OF A POWER OF SALE CONTAINED IN ANY MORTGAGE OR DEED
30 OF TRUST, AS THE PROPERTY OF ANY GAS, WATER, COAL, IRON, STEEL,
19870S1200B2515 - 652 -
1 LUMBER, OIL OR MINING OR MANUFACTURING, TRANSPORTATION OR
2 TELEGRAPH COMPANY, OR ANY RAILROAD, CANAL, TURNPIKE, BRIDGE, OR
3 PLANK ROAD OR ANY CORPORATION, NOTWITHSTANDING THE FAILURE OF
4 THE OWNER OR OWNERS THEREOF TO REORGANIZE SAID COMPANY OR
5 CORPORATION IN ACCORDANCE WITH THE ACT OF ASSEMBLY, ENTITLED 'AN
6 ACT CONCERNING THE SALE OF RAILROADS, CANALS, TURNPIKES,
7 BRIDGES, AND PLANK ROADS,' APPROVED THE EIGHTH DAY OF APRIL,
8 ANNO DOMINI ONE THOUSAND EIGHT HUNDRED SIXTY-ONE, AND THE
9 SUPPLEMENTS AND AMENDMENTS THERETO."
10 ACT OF MAY 23, 1919 (P.L.253, NO.135), ENTITLED "A SUPPLEMENT
11 TO THE ACT, APPROVED THE TWENTY-NINTH DAY OF MAY, ONE THOUSAND
12 EIGHT HUNDRED AND EIGHTY-FIVE (PAMPHLET LAWS, TWENTY-NINE),
13 ENTITLED 'AN ACT TO PROVIDE FOR THE INCORPORATION AND REGULATION
14 OF NATURAL GAS COMPANIES,' AUTHORIZING CORPORATIONS CREATED
15 UNDER SAID ACT TO RENEW THEIR CHARTERS WHICH ARE ABOUT TO EXPIRE
16 OR HAVE ALREADY EXPIRED, AND PROVIDING A PROCEDURE THEREFOR, AND
17 FOR THE PAYMENT OF FEES AND BONUS."
18 ACT OF JUNE 20, 1919 (P.L.509, NO.249), ENTITLED "A
19 SUPPLEMENT TO AN ACT, APPROVED THE EIGHTH DAY OF MAY, ONE
20 THOUSAND EIGHT HUNDRED AND EIGHTY-NINE (PAMPHLET LAWS, ONE
21 HUNDRED AND THIRTY-SIX), ENTITLED 'AN ACT TO AMEND AN ACT,
22 ENTITLED "AN ACT TO PROVIDE FOR THE INCORPORATION AND REGULATION
23 OF CERTAIN CORPORATIONS," APPROVED THE TWENTY-NINTH DAY OF
24 APRIL, ANNO DOMINI ONE THOUSAND EIGHT HUNDRED AND SEVENTY-FOUR,
25 PROVIDING FOR THE INCORPORATION AND REGULATION OF ELECTRIC
26 LIGHT, HEAT AND POWER COMPANIES,' GRANTING ELECTRIC LIGHT, HEAT,
27 AND POWER COMPANIES THE RIGHT TO EXERCISE THEIR CHARTER POWERS
28 IN ADJOINING STATES."
29 ACT OF JULY 22, 1919 (P.L.1123, NO.456), ENTITLED "A
30 SUPPLEMENT TO AN ACT, ENTITLED 'AN ACT TO PROVIDE FOR THE
19870S1200B2515 - 653 -
1 INCORPORATION AND REGULATION OF CERTAIN CORPORATIONS,' APPROVED
2 THE TWENTY-NINTH DAY OF APRIL, ANNO DOMINI ONE THOUSAND EIGHT
3 HUNDRED AND SEVENTY-FOUR; PROVIDING FOR THE INCORPORATION AND
4 REGULATION OF TELEPHONE COMPANIES; DEFINING THE RIGHTS, POWERS,
5 AND PRIVILEGES OF SUCH CORPORATIONS; AUTHORIZING AND REGULATING
6 THE PURCHASE, ACQUISITION, AND LEASING THE WHOLE OR ANY PART OF
7 THE PROPERTIES, SYSTEMS, CAPITAL STOCK, AND SECURITIES OF OTHER
8 CORPORATIONS, ASSOCIATIONS, AND PERSONS ENGAGED IN THE TELEPHONE
9 BUSINESS; AND AUTHORIZING EXISTING TELEGRAPH CORPORATIONS TO
10 ACCEPT THE PROVISIONS OF THIS ACT."
11 ACT OF MAY 20, 1921 (P.L.949, NO.334), ENTITLED "AN ACT
12 AUTHORIZING CERTAIN TELEPHONE COMPANIES AND CERTAIN TELEPHONE
13 AND TELEGRAPH COMPANIES TO ACQUIRE ALL OR ANY PART OF THE
14 CAPITAL STOCK, FRANCHISES, PROPERTY, RIGHTS, AND CREDITS OF EACH
15 OTHER, AND TO PURCHASE, LEASE, OR OTHERWISE ACQUIRE ALL OR ANY
16 PART OF THE LINES, SYSTEMS, RIGHTS, PRIVILEGES, MUNICIPAL
17 CONSENTS, AND CORPORATE FRANCHISES OF EACH OTHER."
18 ACT OF MAY 25, 1921 (P.L.1159, NO.426), ENTITLED "AN ACT
19 AUTHORIZING CERTAIN CORPORATIONS TO ISSUE PREFERRED OR COMMON
20 STOCK OF ONE OR MORE CLASSES; PROVIDING FOR THE MANNER OF
21 ISSUANCE, RESTRICTIONS AND REGULATIONS IN THE MANNER OF VOTING
22 THEREOF, AND THE RIGHTS AND PRIVILEGES OF THE HOLDERS THEREOF;
23 VALIDATING CERTAIN ACTS OF CORPORATIONS NOT PARTICIPATED IN BY
24 THE HOLDERS OF NON-VOTING STOCK; AND REPEALING ALL ACTS AND
25 PARTS OF ACTS INCONSISTENT THEREWITH."
26 ACT OF MARCH 20, 1923 (P.L.27, NO.19), ENTITLED "AN ACT TO
27 VALIDATE ACTS DONE BY OR RIGHTS ACCRUED TO CORPORATIONS BEFORE
28 THE RECORDING OF THEIR CHARTERS."
29 ACT OF MAY 21, 1923 (P.L.288, NO.185), ENTITLED "AN ACT
30 AUTHORIZING CERTAIN CORPORATIONS TO AUTHORIZE, CREATE, AND ISSUE
19870S1200B2515 - 654 -
1 CAPITAL STOCK OF ANY CLASS OR KIND WITHOUT NOMINAL OR PAR VALUE,
2 AND TO CHANGE OR CONVERT THEIR AUTHORIZED OR OUTSTANDING CAPITAL
3 STOCK OF ANY CLASS OR KIND INTO SHARES OF ANY CLASS OR KIND,
4 EITHER WITH OR WITHOUT NOMINAL OR PAR VALUE; AND VALIDATING THE
5 CREATIONS AND ISSUES OF STOCK HERETOFORE MADE BY CORPORATIONS IN
6 ACCORDANCE WITH THE PROVISIONS HEREOF."
7 ACT OF JUNE 30, 1923 (P.L.984, NO.404), ENTITLED "AN ACT FOR
8 THE ENCOURAGEMENT OF UNINCORPORATED COOPERATIVE ASSOCIATIONS OF
9 AGRICULTURAL AND INDUSTRIAL WORKERS; PROVIDING THAT MEMBERSHIP
10 THEREIN, AND INTEREST IN THE FUNDS AND PROPERTY THEREOF, MAY BE
11 MADE NONTRANSFERABLE; AND IMPOSING PENALTIES UPON PERSONS MAKING
12 OR ACCEPTING UNLAWFUL ASSIGNMENT, TRANSFER, OR PLEDGE OF SUCH
13 MEMBERSHIP OR INTEREST."
14 ACT OF MARCH 3, 1925 (P.L.9, NO.7), ENTITLED "AN ACT TO
15 VALIDATE ACTS DONE BY CORPORATIONS BEFORE THE RECORDING OF THEIR
16 CHARTERS."
17 SECTION 2 OF THE ACT OF APRIL 7, 1925 (P.L.183, NO.131),
18 ENTITLED "AN ACT PROVIDING THAT CERTIFICATES OF ASSOCIATION AND
19 ARTICLES OF INCORPORATION OR OF ANY IMPROVEMENTS, AMENDMENTS, OR
20 ALTERATIONS THERETO MAY BE ACKNOWLEDGED AND SWORN OR AFFIRMED TO
21 BEFORE A NOTARY PUBLIC OR JUSTICE OF THE PEACE; VALIDATING SUCH
22 ACKNOWLEDGMENTS MADE PRIOR TO THE APPROVAL OF THIS ACT."
23 ACT OF MARCH 22, 1927 (P.L.51, NO.32), ENTITLED "AN ACT TO
24 VALIDATE ACTS DONE BY CORPORATIONS BEFORE THE RECORDING OF THEIR
25 CHARTERS."
26 ACT OF APRIL 6, 1927 (P.L.126, NO.97), ENTITLED "A SUPPLEMENT
27 TO AN ACT, ENTITLED 'AN ACT TO PROVIDE FOR THE INCORPORATION AND
28 REGULATION OF CERTAIN CORPORATIONS,' APPROVED THE TWENTY-NINTH
29 DAY OF APRIL, ONE THOUSAND EIGHT HUNDRED AND SEVENTY-FOUR,
30 PROVIDING THAT COMPANIES INCORPORATED FOR THE MANUFACTURE AND
19870S1200B2515 - 655 -
1 SUPPLY OF GAS, OR THE SUPPLY OF LIGHT OR HEAT TO THE PUBLIC BY
2 ANY OTHER MEANS, OR FOR THE MANUFACTURE AND SUPPLY OF LIGHT,
3 HEAT, AND FUEL OR ANY OF THEM BY ANY PROCESS OF MANUFACTURE,
4 SHALL, IN ADDITION TO THE POWERS HERETOFORE GRANTED, BE
5 AUTHORIZED AND EMPOWERED TO PRODUCE, DEAL IN, TRANSPORT, CONVEY,
6 AND DISTRIBUTE NATURAL GAS OR GAS FORMED BY MIXING NATURAL GAS
7 WITH MANUFACTURED GAS."
8 ACT OF APRIL 14, 1927 (P.L.297, NO.169), ENTITLED "AN ACT
9 AUTHORIZING ANY NATURAL GAS COMPANY, OR ANY MANUFACTURED GAS
10 COMPANY, INCORPORATED UNDER THE LAWS OF THIS COMMONWEALTH, TO
11 SELL, ASSIGN, DISPOSE OF, CONVEY, OR LEASE TO ANY NATURAL GAS
12 COMPANY, OR TO ANY MANUFACTURED GAS COMPANY, INCORPORATED UNDER
13 THE LAWS OF THIS COMMONWEALTH, ITS FRANCHISES AND PROPERTY OR
14 ANY PART THEREOF; PROVIDING THE MANNER IN WHICH SUCH SALES,
15 CONVEYANCES, OR LEASES, SHALL BE CONSUMMATED; AND REQUIRING THE
16 PAYMENT OF ALL TAXES DUE THE COMMONWEALTH BEFORE THE RETURNS
17 AUTHORIZING SUCH SALES, CONVEYANCES, AND LEASES SHALL BE FILED
18 IN THE OFFICE OF THE SECRETARY OF THE COMMONWEALTH."
19 ACT OF APRIL 28, 1927 (P.L.503, NO.327), ENTITLED "AN ACT
20 AUTHORIZING CHURCHES, CEMETERY COMPANIES, AND BURIAL
21 ASSOCIATIONS TO LEASE OR CONVEY COAL AND OTHER MINERALS;
22 PROVIDING FOR THE USE AND EXPENDITURE OF THE FUNDS DERIVED
23 THEREFROM AND FOR THE SUPPORT OF THE OVERLYING SURFACE."
24 ACT OF MARCH 27, 1929 (P.L.74, NO.84), ENTITLED "AN ACT
25 AMENDING SECTION ONE OF AN ACT ENTITLED 'AN ACT AUTHORIZING
26 CORPORATIONS, ORGANIZED FOR PROFIT, TO PURCHASE, HOLD, SELL,
27 ASSIGN, TRANSFER, MORTGAGE, PLEDGE, OR OTHERWISE DISPOSE OF, THE
28 SHARES OF CAPITAL STOCK OF, OR ANY BONDS, SECURITIES OR
29 EVIDENCES OF INDEBTEDNESS CREATED BY, ANY OTHER CORPORATION,'
30 APPROVED THE SECOND DAY OF JULY, ANNO DOMINI ONE THOUSAND NINE
19870S1200B2515 - 656 -
1 HUNDRED AND ONE (PAMPHLET LAWS, SIX HUNDRED AND THREE), SO AS TO
2 INCLUDE CORPORATIONS, EITHER PUBLIC OR PRIVATE, OF THIS OR ANY
3 OTHER STATE OR OF THE UNITED STATES OF AMERICA, OR OF ANY
4 TERRITORY OR DEPENDENCY THEREOF, OR OF ANY FOREIGN COUNTRY OR
5 ANY SUBDIVISION OR AGENCY THEREOF; AND TO VALIDATE ALL
6 PURCHASES, SALES, ASSIGNMENTS, TRANSFERS, MORTGAGES, PLEDGES, OR
7 OTHER DISPOSITION THEREOF AT ANY TIME HERETOFORE MADE."
8 AS MUCH AS READS "EXAMINE AND" AND ALL OF THE PROVISO OF
9 SECTION 805 OF THE ACT OF APRIL 9, 1929 (P.L.177, NO.175), KNOWN
10 AS THE ADMINISTRATIVE CODE OF 1929.
11 SECTION 730 (EXCEPT AS TO CORPORATIONS SPECIFIED IN 15
12 PA.C.S. § 1102(C) (RELATING TO EXCLUSIONS) AND JOINT STOCK
13 ASSOCIATIONS) AND THE PENULTIMATE SENTENCE OF SECTION 1401,
14 INSOFAR AS IT RELATES TO THE RELEASE OF LIEN AS PROVIDED BY 15
15 PA.C.S. §§ 1957(C) (RELATING TO TAXES) AND 5957(C) (RELATING TO
16 TAXES), OF THE ACT OF APRIL 9, 1929 (P.L.364, NO.176), KNOWN AS
17 THE FISCAL CODE.
18 ACT OF APRIL 11, 1929 (P.L.482, NO.200), ENTITLED "AN ACT TO
19 VALIDATE ACTS DONE BY CORPORATIONS BEFORE THE RECORDING OF THEIR
20 CHARTERS."
21 ACT OF APRIL 17, 1929 (P.L.531, NO.234), ENTITLED "AN ACT
22 AUTHORIZING THE COURTS OF COMMON PLEAS TO DIRECT THE FILING BY
23 CORPORATIONS OF BONDS TO THE COMMONWEALTH, TO SECURE PAYMENT OF
24 DAMAGES FOR THE TAKING OF LANDS, WATERS, MATERIALS, OR OTHER
25 PROPERTY OR RIGHTS, OR FOR INJURY THERETO, IN CASES WHERE THERE
26 IS A DISPUTED, DOUBTFUL, OR DEFECTIVE TITLE, OR WHERE ANY PARTY
27 INTERESTED IS ABSENT, UNKNOWN, NOT OF FULL AGE, OF UNSOUND MIND,
28 OR IS AN UNINCORPORATED ASSOCIATION, OR, FROM ANY CAUSE, CANNOT
29 BE BARGAINED WITH OR BE SERVED WITH NOTICE OR TENDERED A BOND
30 WITHIN THE COUNTY, AND TO APPOINT GUARDIANS AD LITEM OR TRUSTEES
19870S1200B2515 - 657 -
1 FOR SUCH PERSONS."
2 ACT OF APRIL 18, 1929 (P.L.544, NO.241), ENTITLED "AN ACT TO
3 AMEND THE ACT, APPROVED THE SECOND DAY OF JULY, ONE THOUSAND
4 NINE HUNDRED AND ONE (PAMPHLET LAWS, SIX HUNDRED THREE) ENTITLED
5 'AN ACT AUTHORIZING CORPORATIONS, ORGANIZED FOR PROFIT, TO
6 PURCHASE, HOLD, SELL, ASSIGN, TRANSFER, MORTGAGE, PLEDGE, OR
7 OTHERWISE DISPOSE OF, THE SHARES OF CAPITAL STOCK OF, OR ANY
8 BONDS, SECURITIES, OR EVIDENCES OF INDEBTEDNESS CREATED BY, ANY
9 OTHER CORPORATION' BY EXTENDING THE PROVISIONS THEREOF SO AS TO
10 APPLY TO ALL CORPORATIONS, AND VALIDATING PAST TRANSACTIONS OF
11 SUCH CHARACTER."
12 ACT OF JUNE 25, 1931 (P.L.1366, NO.338), ENTITLED "AN ACT TO
13 AUTHORIZE ANY CORPORATION OF THIS COMMONWEALTH, CREATED BY
14 VIRTUE OF ANY SPECIAL ACT OF ASSEMBLY, AND POSSESSING UNDER SUCH
15 ACT, OR SUPPLEMENTS THERETO, FRANCHISES FOR VARIOUS PURPOSES,
16 INCLUDING THE RIGHT TO CONSTRUCT AND OPERATE RAILROADS FOR
17 PUBLIC USE, TO SEGREGATE ITS RAILROAD LINES AND FRANCHISES BY
18 THE SALE AND CONVEYANCE THEREOF TO ANY DULY ORGANIZED RAILROAD
19 CORPORATION OF THIS COMMONWEALTH WHICH OWNS OR CONTROLS A LINE
20 OR LINES OF RAILROAD CONNECTING THEREWITH NOT PARALLEL OR
21 COMPETING."
22 ACT OF APRIL 13, 1933 (P.L.34, NO.28), ENTITLED "AN ACT TO
23 VALIDATE ACTS DONE BY CORPORATIONS BEFORE THE RECORDING OF THEIR
24 CHARTERS."
25 ACT OF MAY 3, 1933 (P.L.227, NO.80), ENTITLED "AN ACT
26 AUTHORIZING STOCK CORPORATIONS, WITH CERTAIN EXCEPTIONS, TO MAKE
27 PROVISION FOR, AND TO ISSUE, SHARES OF CAPITAL STOCK OF ANY
28 CLASS OR CLASSES, OR TO CHANGE SHARES OF AUTHORIZED OR
29 OUTSTANDING CAPITAL STOCK OF ANY CLASS INTO ONE OR MORE CLASSES,
30 WITH OR WITHOUT NOMINAL OR PAR VALUE, AND WITH SUCH
19870S1200B2515 - 658 -
1 DESIGNATIONS, TERMS, RELATIVE RIGHTS, POWERS, PRIVILEGES,
2 PREFERENCES, LIMITATIONS, RESTRICTIONS AND QUALIFICATIONS AS MAY
3 BE SPECIFIED; REGULATING SUCH CORPORATIONS AND THE LIABILITIES
4 OF THEIR DIRECTORS; MAKING OTHER PROVISIONS RELATING TO THE
5 CAPITAL AND CAPITAL STOCK OF SUCH CORPORATIONS; AND REPEALING
6 ALL ACTS OR PARTS OF ACTS INCONSISTENT HEREWITH."
7 ACT OF MAY 5, 1933 (P.L.364, NO.106), KNOWN AS THE BUSINESS
8 CORPORATION LAW OF 1933, EXCEPT THAT THE PROVISIONS AND
9 REQUIREMENTS OF SECTIONS 2, 206, 909 AND 1004 RELATING TO
10 REGISTRY STATEMENTS SHALL CONTINUE TO BE APPLICABLE UNTIL THE
11 DEPARTMENT OF STATE ADOPTS TEMPORARY REGULATIONS UNDER 15
12 PA.C.S. § 134 (RELATING TO DOCKETING STATEMENT) AND SECTION 301
13 OF THIS ACT AND SUCH REGULATIONS BECOME EFFECTIVE.
14 ACT OF MAY 25, 1933 (P.L.1027, NO.236), REFERRED TO AS THE
15 COOPERATIVE AGRICULTURAL CREDIT ASSOCIATION LAW.
16 ACT OF MAY 25, 1937 (P.L.794, NO.219), ENTITLED "AN ACT
17 AUTHORIZING THE ELECTION OF OFFICERS OF CERTAIN CORPORATIONS OF
18 THIS COMMONWEALTH, CREATED BY SPECIAL ACT OF ASSEMBLY PRIOR TO
19 JANUARY 1, 1874, TO BE HELD IN ACCORDANCE WITH THE PROVISIONS OF
20 BY-LAWS DULY ADOPTED BY THEIR SHAREHOLDERS."
21 ACT OF JULY 2, 1937 (P.L.2859, NO.600), ENTITLED "AN ACT
22 CONCERNING PROXIES AUTHORIZING REPRESENTATION AND VOTING OF
23 CAPITAL STOCK OF RAILROAD CORPORATIONS, AT MEETINGS AND
24 ELECTIONS THEREOF."
25 ACT OF JUNE 9, 1939 (P.L.313, NO.170), ENTITLED "AN ACT
26 PERMITTING RAILROAD CORPORATIONS TO FIX IN THEIR BY-LAWS THE
27 TIME FOR ANNUAL AND OTHER MEETINGS AND THE ELECTION OF
28 DIRECTORS."
29 ACT OF JUNE 9, 1939 (P.L.313, NO.171), ENTITLED "AN ACT TO
30 PROVIDE FOR INCREASING THE INDEBTEDNESS OF RAILROAD
19870S1200B2515 - 659 -
1 CORPORATIONS, WITH THE PRIVILEGE OF CONVERTING THE SAME INTO
2 CAPITAL STOCK."
3 ACT OF APRIL 18, 1945 (P.L.253, NO.114), ENTITLED "AN ACT
4 RELATING TO SUITS BY SHAREHOLDERS AGAINST OFFICERS OR DIRECTORS
5 IN A CORPORATION, DOMESTIC OR FOREIGN, TO ENFORCE A SECONDARY
6 RIGHT BECAUSE THE CORPORATION REFUSES TO ENFORCE RIGHTS, WHICH
7 MAY BE ASSERTED BY IT, REQUIRING THAT PLAINTIFF BE A SHAREHOLDER
8 AT THE TIME OF THE TRANSACTION OF WHICH HE COMPLAINS, OR THAT
9 HIS SHARES THEREAFTER DEVOLVED UPON HIM BY OPERATION OF LAW;
10 REQUIRING SECURITY FOR DEFENDANT'S EXPENSES, INCLUDING
11 ATTORNEYS' FEES; AND PROVIDING FOR THE ASSESSMENT AND RECOVERY
12 OF SUCH EXPENSES, INCLUDING ATTORNEY'S FEES."
13 ACT OF MAY 8, 1947 (P.L.178, NO.79), ENTITLED "AN ACT TO
14 AUTHORIZE RAILROAD CORPORATIONS, INCORPORATED IN THIS
15 COMMONWEALTH, TO HOLD DIRECTORS' MEETINGS AT SUCH PLACE WITHIN
16 THIS COMMONWEALTH OR ELSEWHERE AS APPOINTED BY A MAJORITY OF THE
17 DIRECTORS."
18 ACT OF MAY 23, 1947 (P.L.307, NO.136), ENTITLED "AN ACT
19 PROVIDING FOR AND REGULATING THE MERGER AND CONSOLIDATION OF
20 CORPORATIONS ORGANIZED FOR THE TRANSPORTATION AND STORAGE OF OIL
21 OR ANY PETROLEUM PRODUCTS BY MEANS OF PIPE LINES AND TANKS;
22 DEFINING THE RIGHTS AND POWERS OF THE SURVIVING OR NEW
23 CORPORATION; PROVIDING FOR THE SERVICE OF PROCESS ON FOREIGN
24 CORPORATIONS AND DEFINING THE RIGHTS OF DISSENTING
25 STOCKHOLDERS."
26 ACT OF JUNE 5, 1947 (P.L.424, NO.196), ENTITLED "A FURTHER
27 SUPPLEMENT TO THE ACT, APPROVED THE TWENTY-NINTH DAY OF APRIL,
28 ONE THOUSAND EIGHT HUNDRED SEVENTY-FOUR (PAMPHLET LAWS 73),
29 ENTITLED 'AN ACT TO PROVIDE FOR THE INCORPORATION AND REGULATION
30 OF CERTAIN CORPORATIONS,' GRANTING TO EVERY CORPORATION
19870S1200B2515 - 660 -
1 HERETOFORE OR HEREAFTER INCORPORATED FOR THE PURPOSE OF ENGAGING
2 IN THE TELEPHONE OR TELEGRAPH BUSINESS THE POWER TO APPROPRIATE
3 PRIVATE PROPERTY, IN CERTAIN CASES, AND, SUBJECT TO APPROVAL BY
4 THE PUBLIC UTILITY COMMISSION, FOR THE CONSTRUCTION, MAINTENANCE
5 AND OPERATION OF ITS LINES AND FACILITIES, AND PROVIDING FOR THE
6 ASSESSMENT OF DAMAGES ARISING FROM SUCH APPROPRIATION AND THE
7 METHOD OF APPROPRIATION."
8 ACT OF JUNE 10, 1947 (P.L.534, NO.243), ENTITLED "AN ACT
9 VALIDATING THE CHARTERS AND THE REGISTRATION OF THE CORPORATE
10 NAME OF CERTAIN NONPROFIT CORPORATIONS."
11 ACT OF MARCH 10, 1949 (P.L.307, NO.17), ENTITLED "AN ACT
12 MAKING IT LAWFUL FOR THE BOARD OF DIRECTORS OF ANY RAILROAD
13 COMPANY TO ELECT A CHAIRMAN OF SAID BOARD, IN SUCH MANNER AND
14 WITH SUCH POWERS AND DUTIES AND COMPENSATION, INCLUDING
15 PENSIONS, AS MAY BE FIXED BY SAID BOARD; MAKING IT LAWFUL FOR
16 THE BOARD OF DIRECTORS OF ANY SUCH COMPANY TO SELECT FROM AMONG
17 THEIR NUMBER OR FROM THE STOCKHOLDERS, A PRESIDENT AND ONE OR
18 MORE VICE-PRESIDENTS, IN SUCH MANNER AND WITH SUCH POWERS AND
19 DUTIES AND COMPENSATION, INCLUDING PENSIONS, AS MAY BE FIXED BY
20 SAID BOARD; MAKING IT LAWFUL FOR THE BOARD OF DIRECTORS OF ANY
21 SUCH COMPANY TO PROVIDE FOR THE NUMBER OF DIRECTORS THEREOF, NOT
22 LESS THAN THREE; AND PROVIDING FOR THE EFFECTIVENESS OF ACTION
23 TAKEN BY ANY SUCH BOARD IN ACCORDANCE HEREWITH, WITHOUT FURTHER
24 CORPORATE ACTION AND NOTWITHSTANDING ANY CONTRARY OR
25 INCONSISTENT PROVISION IN ANY PREVIOUSLY ENACTED ACT OR IN ANY
26 EXISTING CHARTER OR BY-LAWS OF ANY SUCH COMPANY; AND FOR OTHER
27 PURPOSES."
28 ACT OF AUGUST 17, 1951 (P.L.1267, NO.302), ENTITLED "AN ACT
29 TO AMEND THE TITLE AND THE ACT, APPROVED THE THIRD DAY OF MAY,
30 ONE THOUSAND NINE HUNDRED AND NINE (PAMPHLET LAWS 408), ENTITLED
19870S1200B2515 - 661 -
1 'AN ACT AUTHORIZING THE MERGER AND CONSOLIDATION OF CERTAIN
2 CORPORATIONS,' BY PERMITTING THE MERGER OR CONSOLIDATION OF
3 CERTAIN FOREIGN AND DOMESTIC CORPORATIONS; PRESCRIBING THE
4 PROCEDURE FOR AND THE EFFECT OF A MERGER OR CONSOLIDATION;
5 PROVIDING FOR PAYMENT OF CERTAIN FEES, TAXES AND BONUS; AND
6 DEFINING THE RIGHTS, POWERS AND PRIVILEGES OF DISSENTING
7 STOCKHOLDERS AND THE SURVIVING CORPORATION IN THE CASE OF A
8 MERGER AND OF THE NEW CORPORATION IN THE CASE OF A
9 CONSOLIDATION."
10 SECTIONS 2, 3 AND 4 OF THE ACT OF AUGUST 19, 1953 (P.L.1075,
11 NO.280), ENTITLED "AN ACT AUTHORIZING CORPORATIONS TO GRANT
12 STOCK OPTIONS, PENSIONS AND ALLOWANCES, UNDER CERTAIN
13 CIRCUMSTANCES; AND VALIDATING STOCK OPTIONS, PENSIONS AND
14 ALLOWANCES HERETOFORE GRANTED."
15 ACT OF JUNE 14, 1957 (P.L.321, NO.169), ENTITLED "AN ACT
16 AUTHORIZING CORPORATIONS SUBJECT TO THE CORPORATION AMENDMENT
17 ACT OF ONE THOUSAND EIGHT HUNDRED AND EIGHTY-THREE, TO RESTATE
18 THEIR ARTICLES OF INCORPORATION IN THEIR ENTIRETY."
19 ACT OF JULY 11, 1957 (P.L.691, NO.366), ENTITLED "AN ACT TO
20 ELIMINATE THE REQUIREMENT OF CERTIFICATES EVIDENCING PAYMENT OF
21 BONUS TAXES AND CHARGES IN CASES OF MERGER OR CONSOLIDATION OF
22 CERTAIN CORPORATIONS WHENEVER THE SURVIVING OR NEW CORPORATION
23 IS A DOMESTIC CORPORATION OR A FOREIGN CORPORATION DULY
24 AUTHORIZED TO DO BUSINESS IN PENNSYLVANIA."
25 ACT OF JULY 11, 1957 (P.L.707, NO.368), ENTITLED "AN ACT
26 RELATING TO THE FORM AND MANNER OF SERVICE OF CORPORATE NOTICES
27 REQUIRED TO BE GIVEN BY CERTAIN CORPORATIONS ORGANIZED OR
28 EXISTING UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, AND
29 AUTHORIZING THE WAIVER OF SUCH NOTICES AND CONSENT TO CORPORATE
30 ACTION WITHOUT A MEETING."
19870S1200B2515 - 662 -
1 ACT OF NOVEMBER 10, 1959 (P.L.1461, NO.508), ENTITLED "AN ACT
2 AUTHORIZING THE BOARD OF DIRECTORS OF RAILROAD COMPANIES TO
3 CONSTITUTE AN EXECUTIVE COMMITTEE FROM AMONG THEIR NUMBER, AND
4 CONFERRING SUCH AUTHORITY UPON THE COMMITTEE AS THE BOARD SHALL
5 PROVIDE."
6 ACT OF NOVEMBER 10, 1959 (P.L.1461, NO.509), ENTITLED "AN ACT
7 CONCERNING THE RIGHT OF STOCKHOLDERS OF RECORD OF RAILROAD
8 CORPORATIONS TO VOTE AT MEETINGS AND ELECTIONS THEREOF;
9 PROVIDING FOR THE VOTING IN PERSON, OR BY PROXY, OF SHARES OF
10 CAPITAL STOCK OF RAILROAD CORPORATIONS HELD OF RECORD BY
11 FIDUCIARIES OR BY TWO OR MORE PERSONS AND FOR VOTING SHARES
12 PLEDGED BY THE HOLDER THEREOF; AND REPEALING CERTAIN ACTS AND
13 PARTS OF ACTS RELATING TO RAILROAD CORPORATIONS."
14 ACT OF AUGUST 7, 1961 (P.L.941, NO.416), KNOWN AS THE
15 PROFESSIONAL ASSOCIATION ACT.
16 AS MUCH AS FOLLOWS THE WORDS "ACT OF JUNE 1, 1945 (P.L.1242),
17 AS AMENDED," OF SECTION 901 OF THE ACT OF JUNE 22, 1964 (P.L.84,
18 NO.6), KNOWN AS THE EMINENT DOMAIN CODE. A COURT MAY ISSUE A
19 WRIT OF POSSESSION TO THE CONDEMNOR PRIOR TO THE DISPOSITION OF
20 PRELIMINARY OBJECTIONS WHICH CHALLENGE THE VALIDITY OF A
21 CONDEMNATION OF RIGHTS-OF-WAY OR EASEMENTS FOR OCCUPATION BY
22 WATER, ELECTRIC, GAS, OIL AND/OR PETROLEUM PRODUCTS, TELEPHONE
23 OR TELEGRAPH LINES USED DIRECTLY OR INDIRECTLY IN FURNISHING
24 SERVICE TO THE PUBLIC, AND IF IT SHALL BE DETERMINED FINALLY
25 THAT THE CONDEMNATION IS INVALID IN WHOLE OR IN PART, THE
26 AFFECTED OWNERS MAY RECOVER DAMAGES FOR ANY INJURIES SUSTAINED
27 THEREBY AND SHALL BE ENTITLED TO SUCH EQUITABLE RELIEF AS MAY BE
28 APPROPRIATE IN THE CIRCUMSTANCES.
29 ACT OF SEPTEMBER 30, 1965 (P.L.569, NO.293), ENTITLED "AN ACT
30 AMENDING THE ACT OF MAY 5, 1933 (P.L.364), ENTITLED 'AN ACT
19870S1200B2515 - 663 -
1 RELATING TO BUSINESS CORPORATIONS; DEFINING AND PROVIDING FOR
2 THE ORGANIZATION, MERGER, CONSOLIDATION, REORGANIZATION, WINDING
3 UP AND DISSOLUTION OF SUCH CORPORATIONS; CONFERRING CERTAIN
4 RIGHTS, POWERS, DUTIES AND IMMUNITIES UPON THEM AND THEIR
5 OFFICERS AND SHAREHOLDERS; PRESCRIBING THE CONDITIONS ON WHICH
6 SUCH CORPORATIONS MAY EXERCISE THEIR POWERS; PROVIDING FOR THE
7 INCLUSION OF CERTAIN EXISTING CORPORATIONS OF THE SECOND CLASS
8 WITHIN THE PROVISIONS OF THIS ACT; PRESCRIBING THE TERMS AND
9 CONDITIONS UPON WHICH FOREIGN BUSINESS CORPORATIONS MAY BE
10 ADMITTED, OR MAY CONTINUE, TO DO BUSINESS WITHIN THE
11 COMMONWEALTH; CONFERRING POWERS AND IMPOSING DUTIES ON THE
12 COURTS OF COMMON PLEAS, AND CERTAIN STATE DEPARTMENTS,
13 COMMISSIONS, AND OFFICERS; AUTHORIZING CERTAIN STATE
14 DEPARTMENTS, BOARDS, COMMISSIONS, OR OFFICERS TO COLLECT FEES
15 FOR SERVICES REQUIRED TO BE RENDERED BY THIS ACT; IMPOSING
16 PENALTIES; AND REPEALING CERTAIN ACTS AND PARTS OF ACTS RELATING
17 TO CORPORATIONS,' REQUIRING APPROVAL BY THE STATE REGISTRATION
18 BOARD FOR PROFESSIONAL ENGINEERS PRIOR TO THE USE OF CERTAIN
19 WORDS IN CORPORATE NAMES."
20 SECTION 1411 OF THE ACT OF NOVEMBER 30, 1965 (P.L.847,
21 NO.356), KNOWN AS THE BANKING CODE OF 1965.
22 ACT OF JANUARY 18, 1966 (1965 P.L.1443, NO.521), ENTITLED "AN
23 ACT FOR THE REGISTRATION OF CERTAIN PRE-1858 CORPORATIONS;
24 PROVIDING THAT SUCH CORPORATIONS SHALL BE CONCLUSIVELY DEEMED TO
25 HAVE ACCEPTED THE CONSTITUTION OF PENNSYLVANIA UNLESS SUCH
26 CORPORATIONS FILE A CERTIFICATE OF NONACCEPTANCE WITH THE
27 DEPARTMENT OF STATE."
28 ACT OF JANUARY 25, 1966 (1965 P.L.1587, NO.556), ENTITLED "AN
29 ACT RELATING TO RAILROAD CORPORATIONS AND OTHER CORPORATIONS
30 SUBJECT TO THE JURISDICTION OF THE PENNSYLVANIA PUBLIC UTILITY
19870S1200B2515 - 664 -
1 COMMISSION WHICH HAVE SHAREHOLDERS OUTSIDE OF PENNSYLVANIA,
2 ELIMINATING ANY REQUIREMENT THAT ANY MEMBERS OF THE BOARD OF
3 DIRECTORS BE RESIDENTS OF THIS COMMONWEALTH, VALIDATING CERTAIN
4 CORPORATE ACTION, AND REPEALING INCONSISTENT LEGISLATION."
5 SECTION 509 OF THE ACT OF DECEMBER 14, 1967 (P.L.746,
6 NO.345), KNOWN AS THE SAVINGS ASSOCIATION CODE OF 1967.
7 ACT OF NOVEMBER 18, 1968 (P.L.1050, NO.321), ENTITLED "AN ACT
8 PROVIDING FOR THE EXERCISE OF THE RIGHT OF EMINENT DOMAIN BY
9 CERTAIN CORPORATIONS FOR THE TRANSPORTATION OF OXYGEN OR
10 NITROGEN WITH CERTAIN RESTRICTIONS, EXCEPTIONS AND LIMITATIONS,
11 AND PRESERVING THE JURISDICTION OF THE PENNSYLVANIA PUBLIC
12 UTILITY COMMISSION."
13 ACT OF JULY 9, 1970 (P.L.461, NO.160), KNOWN AS THE
14 PROFESSIONAL CORPORATION LAW.
15 SECTION 7 OF THE ACT OF NOVEMBER 15, 1972 (P.L.1063, NO.271), <--
16 ENTITLED "AN ACT AMENDING THE ACT OF NOVEMBER 25, 1970 (NO.230),
17 ENTITLED 'AN ACT CODIFYING AND COMPILING A PART OF THE LAW OF
18 THE COMMONWEALTH,' ADDING PROVISIONS RELATING TO BURIAL GROUNDS,
19 CORPORATIONS, INCLUDING CORPORATIONS NOT-FOR-PROFIT, EDUCATIONAL
20 INSTITUTIONS, PRIVATE POLICE, CERTAIN CHARITABLE OR ELEEMOSYNARY
21 INSTITUTIONS, CERTAIN NONPROFIT INSURERS, SERVICE OF PROCESS ON
22 CERTAIN NONRESIDENT PERSONS, NAMES, PRESCRIBING PENALTIES AND
23 MAKING REPEALS."
24 ACT OF JULY 10, 1981 (P.L.237, NO.77), ENTITLED "AN ACT
25 AMENDING TITLE 59 (PARTNERSHIPS) OF THE PENNSYLVANIA
26 CONSOLIDATED STATUTES, FURTHER PROVIDING FOR THE GOVERNMENT AND
27 REGULATION OF CERTAIN PARTNERSHIPS AND THEIR RELATIONSHIPS WITH
28 THIRD PARTIES, ADDING PROVISIONS RELATING TO FOREIGN LIMITED
29 PARTNERSHIPS AND MAKING A CONFORMING AMENDMENT TO TITLE 42 AS TO
30 FOREIGN PARTNERSHIPS AND OTHER ENTITLES."
19870S1200B2515 - 665 -
1 AS MUCH AS READS "INCORPORATION" OF THE SECTION HEADING, THE
2 ENTIRE TEXT OF SUBSECTIONS (A) AND (B) AND AS MUCH AS READS
3 "ORGANIZED UNDER THIS ACT" OF THE FIRST SENTENCE OF SUBSECTION
4 (C) OF SECTION 203 OF THE ACT OF DECEMBER 17, 1981 (P.L.435,
5 NO.135), KNOWN AS THE RACE HORSE INDUSTRY REFORM ACT. A
6 CORPORATION LICENSED UNDER THE ACT SHALL BE INCORPORATED BY NOT
7 LESS THAN FIVE PERSONS AND THE NUMBER OF ITS DIRECTORS SHALL BE
8 NOT LESS THAN FIVE NOR MORE THAN 13.
9 SECTION 5 OF THE ACT OF DECEMBER 16, 1982 (P.L.1309, NO.295), <--
10 ENTITLED "AN ACT AMENDING TITLE 54 (NAMES) OF THE PENNSYLVANIA
11 CONSOLIDATED STATUTES, ADDING REVISED, CODIFIED AND COMPILED
12 PROVISIONS RELATING TO NAMES AND MARKS AND MAKING CONFORMING AND
13 RELATED AMENDMENTS TO TITLES 15 (CORPORATIONS AND UNINCORPORATED
14 ASSOCIATIONS) AND 18 (CRIMES AND OFFENSES) AND SEPARATELY
15 ENACTING CERTAIN RELATED PROVISIONS OF LAW."
16 ACT OF DECEMBER 23, 1983 (P.L.395, NO.92), ENTITLED "AN ACT
17 AMENDING THE ACT OF MAY 5, 1933 (P.L.364, NO.106), ENTITLED, AS
18 AMENDED, 'AN ACT RELATING TO CORPORATIONS; DEFINING AND
19 PROVIDING FOR THE ORGANIZATION, MERGER, CONSOLIDATION,
20 REORGANIZATION, WINDING UP AND DISSOLUTION OF CERTAIN
21 CORPORATIONS FOR PROFIT; CONFERRING CERTAIN RIGHTS, POWERS,
22 DUTIES AND IMMUNITIES UPON THEM AND THEIR OFFICERS AND
23 SHAREHOLDERS; PRESCRIBING THE CONDITIONS ON WHICH SUCH
24 CORPORATIONS MAY EXERCISE THEIR POWERS; PROVIDING FOR THE
25 INCLUSION OF CERTAIN EXISTING CORPORATIONS AND ASSOCIATIONS
26 WITHIN THE PROVISIONS OF THIS ACT; PRESCRIBING THE TERMS AND
27 CONDITIONS UPON WHICH CERTAIN FOREIGN CORPORATIONS MAY BE
28 ADMITTED, OR MAY CONTINUE, TO DO BUSINESS WITHIN THE
29 COMMONWEALTH; CONFERRING POWERS AND IMPOSING DUTIES ON THE
30 COURTS OF COMMON PLEAS, AND CERTAIN STATE DEPARTMENTS,
19870S1200B2515 - 666 -
1 COMMISSIONS, AND OFFICERS; AUTHORIZING CERTAIN STATE
2 DEPARTMENTS, BOARDS, COMMISSIONS, OR OFFICERS TO COLLECT FEES
3 FOR SERVICES REQUIRED TO BE RENDERED BY THIS ACT; IMPOSING
4 PENALTIES; AND REPEALING CERTAIN ACTS AND PARTS OF ACTS RELATING
5 TO CORPORATIONS AND OTHER ENTITIES,' CLARIFYING THE RIGHT OF
6 DIRECTORS AND OFFICERS TO CONSIDER THE EFFECTS OF CORPORATE
7 ACTIONS UPON EMPLOYEES, SUPPLIERS, CUSTOMERS AND COMMUNITIES;
8 PROVIDING FOR INTERESTED SHAREHOLDER TRANSACTIONS; AND
9 CONFERRING CERTAIN RIGHTS ON NONCONTROLLING SHAREHOLDERS."
10 (B) THE FOLLOWING ACTS AND PARTS OF ACTS ARE REPEALED BUT
11 SHALL CONTINUE TO BE APPLICABLE TO CORPORATIONS INCORPORATED
12 UNDER OR SUBJECT TO THE ACT OF MAY 17, 1921 (P.L.682, NO.284),
13 KNOWN AS THE INSURANCE COMPANY LAW OF 1921, OR ANY OTHER STATUTE
14 RELATING TO THE INCORPORATION OR REINCORPORATION OF LIMITED LIFE
15 INSURANCE COMPANIES:
16 ACT OF NOVEMBER 27, 1865 (1866 P.L.1228, NO.1119), ENTITLED
17 "AN ACT RELATING TO THE ORGANIZATION AND MEETINGS OF CERTAIN
18 CORPORATIONS, INCORPORATED UNDER THE LAWS OF THIS COMMONWEALTH."
19 ACT OF APRIL 15, 1869 (P.L.29, NO.30), ENTITLED "AN ACT
20 REQUIRING A MAJORITY OF THE DIRECTORS OR MANAGERS OF
21 CORPORATIONS TO CONSTITUTE A QUORUM."
22 ACT OF MAY 15, 1874 (P.L.186, NO.118), ENTITLED "AN ACT TO
23 AUTHORIZE THE ISSUING OF LETTERS PATENT TO CERTAIN
24 CORPORATIONS."
25 ACT OF JUNE 17, 1887 (P.L.411, NO.274), ENTITLED "A FURTHER
26 SUPPLEMENT TO AN ACT, ENTITLED 'AN ACT TO PROVIDE FOR THE
27 INCORPORATION AND REGULATION OF CERTAIN CORPORATIONS,' APPROVED
28 APRIL TWENTY-NINTH, ONE THOUSAND EIGHT HUNDRED AND SEVENTY-FOUR,
29 PROVIDING FOR THE FURTHER REGULATION OF SUCH CORPORATIONS."
30 ACT OF MAY 20, 1891 (P.L.101, NO.77), ENTITLED "AN ACT
19870S1200B2515 - 667 -
1 AUTHORIZING SALARIED OFFICERS OF PRIVATE OR BUSINESS
2 CORPORATIONS TO CONCURRENTLY SERVE AS DIRECTORS THEREIN."
3 ACT OF APRIL 19, 1901 (P.L.80, NO.51), ENTITLED "AN ACT TO
4 REGULATE THE NUMBER OF DIRECTORS IN CORPORATIONS CHARTERED UNDER
5 THE LAWS OF THIS COMMONWEALTH."
6 ACT OF JULY 2, 1901 (P.L.603, NO.298), ENTITLED "AN ACT
7 AUTHORIZING CORPORATIONS, ORGANIZED FOR PROFIT, TO PURCHASE,
8 HOLD, SELL, ASSIGN, TRANSFER, MORTGAGE, PLEDGE, OR OTHERWISE
9 DISPOSE OF, THE SHARES OF CAPITAL STOCK OF, OR ANY BONDS,
10 SECURITIES OR EVIDENCES OF INDEBTEDNESS CREATED BY, ANY OTHER
11 CORPORATION."
12 ACT OF MARCH 5, 1903 (P.L.14, NO.17), ENTITLED "AN ACT
13 CONCERNING PROXIES, AUTHORIZING REPRESENTATION AND VOTING OF
14 SHARES OF CAPITAL STOCK OF CORPORATIONS AT MEETINGS AND
15 ELECTIONS THEREOF."
16 ACT OF MARCH 16, 1905 (P.L.42, NO.26), ENTITLED "AN ACT
17 PROVIDING FOR THE VOTING OF SHARES OF STOCK IN CORPORATIONS IN
18 THIS COMMONWEALTH, HELD BY EXECUTORS, ADMINISTRATORS, GUARDIANS,

Historical Act text part 12

19 AND TRUSTEES, AND THE MANNER OF VOTING THE SAME."
20 ACT OF MAY 28, 1913 (P.L.336, NO.222), ENTITLED "AN ACT
21 AUTHORIZING CORPORATIONS OF THIS COMMONWEALTH TO DECLARE, AT ANY
22 TIME OR TIMES, DIVIDENDS OUT OF NET PROFITS; AND PRESCRIBING THE
23 TIME WITHIN WHICH THE SAME SHALL BE PAID."
24 ACT OF MARCH 30, 1921 (P.L.54, NO.28), ENTITLED "AN ACT
25 PERMITTING CORPORATIONS TO CHANGE THE DATE OF THEIR ANNUAL
26 MEETING AS FIXED BY ITS CHARTER."
27 ACT OF MARCH 15, 1923 (P.L.10, NO.8), ENTITLED "AN ACT
28 RELATING TO THE RECORDING OF CERTIFICATES OF INCORPORATION OF
29 DOMESTIC CORPORATIONS; PROVIDING FOR THE RECORDING OF CERTIFIED
30 COPIES THEREOF IN CERTAIN CASES; VALIDATING THE RECORDING OF
19870S1200B2515 - 668 -
1 SUCH CERTIFIED COPIES HERETOFORE RECORDED; AND MAKING THE RECORD
2 OF SUCH CERTIFIED COPIES COMPETENT EVIDENCE FOR ALL PURPOSES."
3 ACT OF JULY 12, 1923 (P.L.1083, NO.443), ENTITLED "AN ACT
4 AUTHORIZING CORPORATIONS TO ISSUE STOCK AT A PRICE IN EXCESS OF
5 THE PAR VALUE THEREOF."
6 ACT OF APRIL 7, 1925 (P.L.183, NO.131), ENTITLED "AN ACT
7 PROVIDING THAT CERTIFICATES OF ASSOCIATION AND ARTICLES OF
8 INCORPORATION OR OF ANY IMPROVEMENTS, AMENDMENTS, OR ALTERATIONS
9 THERETO MAY BE ACKNOWLEDGED AND SWORN OR AFFIRMED TO BEFORE A
10 NOTARY PUBLIC OR JUSTICE OF THE PEACE; VALIDATING SUCH
11 ACKNOWLEDGMENTS MADE PRIOR TO THE APPROVAL OF THIS ACT."
12 ACT OF MAY 12, 1925 (P.L.615, NO.329), ENTITLED "AN ACT
13 PERTAINING TO CORPORATIONS ORGANIZED OR DOING BUSINESS WITHIN
14 THE COMMONWEALTH; LIMITING THE OPERATION OF THEIR BY-LAWS; AND
15 PROVIDING FOR THE EXECUTION OF CONTRACTS, NOTES, MORTGAGES, ET
16 CETERA, BY SUCH CORPORATIONS."
17 ACT OF MAY 13, 1925 (P.L.679, NO.368), ENTITLED, AS AMENDED,
18 "AN ACT AUTHORIZING CORPORATIONS TO ISSUE STOCK TO THEIR
19 EMPLOYES AND TO EMPLOYES OF THEIR SUBSIDIARIES, AND AUTHORIZING
20 SUCH AN ISSUE WITHOUT FIRST OFFERING SUCH SHARES TO THE
21 STOCKHOLDERS, SUBJECT TO CERTAIN LIMITATIONS."
22 ACT OF APRIL 27, 1927 (P.L.404, NO.260), ENTITLED "AN ACT
23 PROHIBITING CORPORATIONS FROM PLEADING USURY AS A DEFENSE."
24 ACT OF APRIL 30, 1929 (P.L.903, NO.401), ENTITLED "AN ACT
25 RELATING TO CORPORATIONS; PROVIDING METHODS OF DETERMINING WHAT
26 STOCKHOLDERS SHALL BE ENTITLED TO VOTE AT MEETINGS, OR TO
27 RECEIVE DIVIDENDS, OR ALLOTMENTS OF RIGHTS, OR TO EXERCISE
28 RIGHTS; AND THE EFFECT THEREON OF TRANSFERS OF STOCK WITHIN
29 SIXTY DAYS OF ANY ELECTION OR MEETING."
30 ACT OF MAY 16, 1945 (P.L.594, NO.249), ENTITLED, AS AMENDED,
19870S1200B2515 - 669 -
1 "AN ACT AUTHORIZING AND EMPOWERING ANY CORPORATION FOR PROFIT,
2 AND ANY MUTUAL INSURANCE COMPANY, MUTUAL SAVINGS BANK, OR OTHER
3 CORPORATION ON A MUTUAL PLAN HERETOFORE OR HEREAFTER ORGANIZED
4 UNDER ANY GENERAL OR SPECIAL LAW OF THIS COMMONWEALTH, BY ACTION
5 OF ITS BOARD OF DIRECTORS TO MAKE CONTRIBUTIONS FOR PUBLIC AND
6 CHARITABLE PURPOSES; AND RATIFYING CERTAIN CONTRIBUTIONS."
7 SECTION 1 OF THE ACT OF AUGUST 19, 1953 (P.L.1075, NO.280),
8 ENTITLED "AN ACT AUTHORIZING CORPORATIONS TO GRANT STOCK
9 OPTIONS, PENSIONS AND ALLOWANCES, UNDER CERTAIN CIRCUMSTANCES;
10 AND VALIDATING STOCK OPTIONS, PENSIONS AND ALLOWANCES HERETOFORE
11 GRANTED."
12 (C) THE FOLLOWING ACTS AND PARTS OF ACTS ARE REPEALED
13 ABSOLUTELY AS OF THE EFFECTIVE DATE OF THE ACT OF JANUARY 18,
14 1966 (1965 P.L.1406, NO.520):
15 SECTION 5 OF THE ACT OF APRIL 26, 1855 (P.L.328, NO.347),
16 ENTITLED "AN ACT RELATING TO CORPORATIONS AND TO ESTATES HELD
17 FOR CORPORATE, RELIGIOUS AND CHARITABLE USES."
18 ACT OF MAY 23, 1887 (P.L.176, NO.112), ENTITLED "AN ACT TO
19 AUTHORIZE CERTAIN CORPORATIONS, INCORPORATED AND EXISTING UNDER
20 THE LAWS OF ANY OTHER STATE OF THE UNITED STATES, TO PURCHASE
21 CERTAIN REAL ESTATE AT JUDICIAL SALES, AND TO HOLD AND CONVEY
22 THE SAME UNDER CERTAIN CONDITIONS."
23 ACT OF MAY 3, 1909 (P.L.386, NO.215), ENTITLED "AN ACT TO
24 PROVIDE THAT NOTICE, WHENEVER REQUIRED BY LAW, IN CONNECTION
25 WITH THE FORMATION, AMENDMENT, INCREASE OR REDUCTION OF CAPITAL
26 STOCK, CONDUCT OF BUSINESS, MERGER, TRANSFER OF FRANCHISES, OR
27 DISSOLUTION OF CORPORATIONS, JOINT-STOCK COMPANIES, LIMITED
28 PARTNERSHIPS OR PARTNERSHIP ASSOCIATION, SHALL BE PUBLISHED IN
29 THE LEGAL JOURNAL, OF THE PROPER COUNTY, IN WHICH COURT NOTICES
30 USUALLY APPEAR."
19870S1200B2515 - 670 -
1 ACT OF JUNE 8, 1911 (P.L.710, NO.283), ENTITLED "AN ACT TO
2 REGULATE THE DOING OF BUSINESS IN THIS COMMONWEALTH BY FOREIGN
3 CORPORATIONS; THE REGISTRATION THEREOF AND SERVICE OF PROCESS
4 THEREON; AND PROVIDING PUNISHMENT AND PENALTIES FOR THE
5 VIOLATION OF ITS PROVISIONS; AND REPEALING PREVIOUS LEGISLATION
6 ON THE SUBJECT."
7 ACT OF JUNE 23, 1911 (P.L.1114, NO.840), ENTITLED "AN ACT
8 ENABLING CORPORATIONS, NOT AUTHORIZED BY LAW TO HOLD REAL ESTATE
9 IN PENNSYLVANIA, TO CONVEY AND MAKE TITLE TO SUCH REAL ESTATE AS
10 MAY HAVE BEEN PURCHASED AND HELD BY THEM PRIOR TO THE PASSAGE OF
11 THIS ACT."
12 ACT OF MAY 13, 1915 (P.L.296, NO.179), ENTITLED "AN ACT
13 VALIDATING CONTRACTS, BONDS, OR OBLIGATIONS OF OR BELONGING TO
14 CORPORATIONS OF OTHER STATES, MADE, ENTERED INTO, OR ACQUIRED
15 PRIOR TO THE PASSAGE OF AN ACT, ENTITLED 'AN ACT TO REGULATE THE
16 DOING OF BUSINESS IN THIS COMMONWEALTH BY FOREIGN CORPORATIONS;
17 THE REGISTRATION THEREOF AND SERVICE OF PROCESS THEREON; AND
18 PROVIDING PUNISHMENT AND PENALTIES FOR THE VIOLATION OF ITS
19 PROVISIONS; AND REPEALING PREVIOUS LEGISLATION ON THE SUBJECT,'
20 APPROVED THE EIGHTH DAY OF JUNE, ANNO DOMINI ONE THOUSAND NINE
21 HUNDRED AND ELEVEN (PAMPHLET LAWS, SEVEN HUNDRED AND TEN),
22 WITHOUT SUCH CORPORATIONS FIRST HAVING ESTABLISHED KNOWN PLACES
23 OF BUSINESS AND DESIGNATED AUTHORIZED AGENTS FOR THE TRANSACTION
24 OF THEIR BUSINESS WITHIN THIS COMMONWEALTH, AND PROVIDING FOR
25 THE ENFORCEMENT OF SUCH CONTRACTS, BONDS, OR OBLIGATIONS UPON
26 THE PAYMENT OF A PENALTY AND TAXES TO THE COMMONWEALTH."
27 ACT OF MAY 24, 1923 (P.L.438, NO.232), ENTITLED "AN ACT
28 AUTHORIZING CORPORATIONS INCORPORATED UNDER THE LAWS OF ANY
29 OTHER STATE OF THE UNITED STATES TO ACQUIRE, USE, ENCUMBER, AND
30 DISPOSE OF SUCH REAL ESTATE, AND RIGHTS, AND INTERESTS IN, IN
19870S1200B2515 - 671 -
1 THE NATURE OF OR IN RESPECT TO REAL ESTATE, IN PENNSYLVANIA, AS
2 MAY BE NECESSARY AND PROPER FOR THE EXERCISE OF SUCH OF THEIR
3 CORPORATE PURPOSES AS IT MAY BE LAWFUL FOR THEM TO EXERCISE IN
4 THIS STATE; DEFINING CERTAIN OF THEIR POWERS, RIGHTS, AND
5 LIABILITIES IN CONNECTION THEREWITH; REGULATING THE EXERCISE OF
6 SAID RIGHTS BY FOREIGN PUBLIC SERVICE CORPORATIONS; REPEALING
7 CERTAIN ACTS; AND VALIDATING CERTAIN TITLES, RIGHTS, AND
8 INTERESTS HERETOFORE ACQUIRED."
9 ACT OF JUNE 15, 1939 (P.L.344, NO.201), ENTITLED "AN ACT TO
10 VALIDATE MORTGAGES ON REAL ESTATE IN THIS COMMONWEALTH GIVEN BY
11 A FOREIGN CORPORATION UNAUTHORIZED TO HOLD TITLE TO THE SAID
12 REAL ESTATE."
13 ACT OF JANUARY 14, 1952 (1951 P.L.1946, NO.546), ENTITLED "AN
14 ACT TO VALIDATE AND QUIET THE TITLE TO REAL ESTATE IN THIS
15 COMMONWEALTH HELD BY A FOREIGN CORPORATION NOT AUTHORIZED TO
16 TRANSACT BUSINESS IN PENNSYLVANIA, AND HERETOFORE CONVEYED TO A
17 CITIZEN OR CITIZENS OF THE UNITED STATES OR A CORPORATION
18 AUTHORIZED TO HOLD SUCH REAL ESTATE."
19 ACT OF NOVEMBER 19, 1959 (P.L.1541, NO.549), ENTITLED "AN ACT
20 TO VALIDATE AND QUIET THE TITLE TO REAL ESTATE IN THIS
21 COMMONWEALTH HELD BY A FOREIGN CORPORATION NOT AUTHORIZED TO
22 TRANSACT BUSINESS IN PENNSYLVANIA AND HERETOFORE CONVEYED TO A
23 CITIZEN OR CITIZENS OF THE UNITED STATES OR A CORPORATION
24 AUTHORIZED TO HOLD SUCH REAL ESTATE."
25 (D) THE FOLLOWING ACTS AND PARTS OF ACTS ARE REPEALED
26 INSOFAR AS THEY ARE INCONSISTENT WITH 15 PA.C.S. § 1511
27 (RELATING TO ADDITIONAL POWERS OF CERTAIN PUBLIC UTILITY
28 CORPORATIONS):
29 SECTION 3 OF THE ACT OF APRIL 16, 1838 (P.L.626, NO.96),
30 ENTITLED "AN ACT GRANTING CERTAIN POWERS TO THE AUTHORITIES OF
19870S1200B2515 - 672 -
1 THE CITIES OF LANCASTER AND PHILADELPHIA, AND FOR OTHER
2 PURPOSES."
3 LAST PARAGRAPH OF SECTION 18 OF THE ACT OF MAY 11, 1911
4 (P.L.244, NO.158), ENTITLED "AN ACT PROVIDING FOR THE ORIGINAL
5 LOCATION, LAYING OUT AND CONSTRUCTION OF PUBLIC ROADS OR
6 HIGHWAYS IN THE SEVERAL COUNTIES OF THIS COMMONWEALTH, AND FOR
7 THE PERMANENT IMPROVEMENT OF CERTAIN PUBLIC ROADS OR HIGHWAYS
8 THEREIN; MAKING SUCH ORIGINALLY CONSTRUCTED OR IMPROVED ROADS
9 AND HIGHWAYS COUNTY ROADS; AUTHORIZING THE RELOCATION, OPENING,
10 STRAIGHTENING, WIDENING, EXTENSION AND ALTERATION OF THE SAME,
11 AND THE VACATION OF SO MUCH OF ANY ROAD AS MAY THEREBY BECOME
12 UNNECESSARY; PROVIDING THAT THE COUNTY COMMISSIONERS OF ANY
13 COUNTY MAY PRESCRIBE RULES REGULATING THE USE OF ROADS
14 CONSTRUCTED OR MAINTAINED BY THE VARIOUS COUNTIES, AND
15 PRESCRIBING PENALTIES FOR THE VIOLATION THEREOF; PROVIDING FOR
16 THE TAKING OF PROPERTY FOR SUCH IMPROVEMENT, THE COMPENSATION TO
17 BE PAID THEREFOR, AND THE PAYMENT OF DAMAGES RESULTING FROM SUCH
18 TAKING, AND THE MANNER IN WHICH SUCH DAMAGES MAY BE DETERMINED;
19 PROVIDING FOR THE PAYMENT OF THE COSTS AND EXPENSES OF SUCH
20 CONSTRUCTION OR IMPROVEMENT AND IN THEREAFTER REPAIRING AND
21 MAINTAINING SAID ROADS; AUTHORIZING THE LEVY OF A TAX OR THE
22 ISSUING OF BONDS TO PROVIDE A FUND FOR THE EXPENSE THEREOF;
23 PRESCRIBING A METHOD FOR IMPROVING A COUNTY ROAD LYING WITHIN OR
24 TRAVERSING A BOROUGH, AND APPORTIONING THE COST OF SUCH
25 IMPROVEMENT; AND AUTHORIZING THE VACATION OF ANY COUNTY ROAD."
26 SECTION 1057 OF THE ACT OF JUNE 23, 1931 (P.L.932, NO.317),
27 KNOWN AS THE THIRD CLASS CITY CODE.
28 CLAUSE LVII OF SECTION 1502 AND SECTION 2084 OF THE ACT OF
29 JUNE 24, 1931 (P.L.1206, NO.331), KNOWN AS THE FIRST CLASS
30 TOWNSHIP CODE.
19870S1200B2515 - 673 -
1 SECTION 1156 OF THE ACT OF MAY 1, 1933 (P.L.103, NO.69),
2 KNOWN AS THE SECOND CLASS TOWNSHIP CODE.
3 SECTION 1202 OF THE ACT OF FEBRUARY 1, 1966 (1965 P.L.1656,
4 NO.581), KNOWN AS THE BOROUGH CODE.
5 (E)(1) TITLE 59 OF THE PENNSYLVANIA CONSOLIDATED STATUTES IS
6 REPEALED.
7 (2) IN PRINTING THE PENNSYLVANIA CONSOLIDATED STATUTES,
8 AFTER THE REPEAL OF 59 PA.C.S. CH. 5 HAS TAKEN EFFECT
9 PURSUANT TO SECTION 304(A)(5) OF THIS ACT, THE LEGISLATIVE
10 REFERENCE BUREAU SHALL CHANGE THE TITLE OF TITLE 59 TO
11 "(RESERVED)" AND SHALL NOT INDICATE ANY DIVISION OF TITLE 59
12 INTO CHAPTERS OR MAJOR SUBDIVISIONS.
13 (F) ALL OTHER PARTS OF THOSE ACTS WHICH ARE SPECIFIED IN
14 THIS SECTION AND ALL OTHER ACTS AND PARTS OF ACTS ARE REPEALED
15 INSOFAR AS THEY ARE IN ANY MANNER INCONSISTENT WITH THIS ACT.
16 SECTION 303. PREPARATION OF ACT FOR PRINTING.
17 IN EDITING AND PREPARING THIS ACT FOR PRINTING IN THE LAWS OF
18 PENNSYLVANIA, OR PURSUANT TO 1 PA.C.S. CH. 5 (RELATING TO
19 OFFICIAL PUBLICATION OF THE CONSOLIDATED STATUTES), THE DIRECTOR
20 OF THE LEGISLATIVE REFERENCE BUREAU SHALL INSERT THE DATE OF
21 ENACTMENT, PAMPHLET LAW PAGE NUMBER AND ACT NUMBER OF THIS ACT
22 IN THE APPROPRIATE BLANKS OF THE ENROLLED BILL VERSION OF THIS
23 ACT, WITHOUT OBTAINING THE APPROVALS OR MARKING THE NOTATIONS
24 REQUIRED UNDER 1 PA.C.S. § 1105 (RELATING TO EDITING STATUTES
25 FOR PRINTING).
26 SECTION 304. EFFECTIVE DATE AND APPLICABILITY.
27 (A) THIS ACT SHALL TAKE EFFECT OCTOBER 1, 1989, EXCEPT THAT:
28 (1) SECTIONS 101, 104, 301, 303 AND 304 SHALL TAKE
29 EFFECT IMMEDIATELY.
30 (2) THE FOLLOWING PROVISIONS OF TITLE 15 AND AS MUCH OF
19870S1200B2515 - 674 -
1 THE ACT AS MAY BE NECESSARY TO MAKE THOSE PROVISIONS
2 OPERATIVE SHALL TAKE EFFECT IMMEDIATELY AND SHALL BE
3 RETROACTIVE TO JANUARY 27, 1987, INSOFAR AS RELATES TO THE
4 IMPLEMENTATION OF 42 PA.C.S. CH. 83 SUBCH. F (RELATING TO
5 CORPORATE DIRECTORS' LIABILITY): 15 PA.C.S. § 1102(B)
6 (RELATING TO COORDINATION WITH OTHER LAWS), 15 PA.C.S. §
7 1310(A) (RELATING TO ORGANIZATION MEETING), 15 PA.C.S. §
8 1504(C) (RELATING TO BYLAW PROVISIONS IN ARTICLES), 15
9 PA.C.S. § 1757(A) (RELATING TO ACTION BY SHAREHOLDERS), 15
10 PA.C.S. § 1762(C) (RELATING TO CONTROLLED SHARES) AND 15
11 PA.C.S. § 1766 (RELATING TO CONSENT OF SHAREHOLDERS IN LIEU
12 OF MEETING).
13 (3) THE AMENDMENT TO 54 PA.C.S. § 311(B)(1) (RELATING TO
14 USE OF CORPORATE DESIGNATORS) SHALL TAKE EFFECT IMMEDIATELY
15 AND SHALL BE RETROACTIVE TO MARCH 16, 1983.
16 (4) SECTION 138 (RELATING TO STATEMENT OF CORRECTION) OF
17 TITLE 15 SHALL TAKE EFFECT IMMEDIATELY AND SHALL BE
18 RETROACTIVE TO JANUARY 1, 1980, INSOFAR AS RELATES TO FILINGS
19 UNDER THE BUSINESS CORPORATION LAW OF 1933. WITH RESPECT TO
20 MATTERS COVERED BY THIS PARAGRAPH, THE ONE-YEAR PERIOD OF THE
21 LAST SENTENCE OF 15 PA.C.S. § 138(C) SHALL RUN FROM THE LATER
22 OF THE DATE OF ENACTMENT OF THIS ACT OR THE DATE UPON WHICH
23 SUCH FILING WAS OR IS MADE BY OR WITH RESPECT TO A
24 CORPORATION SUBJECT TO THE BUSINESS CORPORATION LAW OF 1933.
25 (5) SECTION 302(E), INSOFAR AS IT REPEALS 59 PA.C.S. CH.
26 5 (RELATING TO LIMITED PARTNERSHIPS), AND SECTION 103,
27 INSOFAR AS IT ENACTS 15 PA.C.S. § 8502(A) (RELATING TO
28 APPLICABILITY OF CHAPTER TO EXISTING LIMITED PARTNERSHIPS),
29 SHALL TAKE EFFECT 90 DAYS AFTER THE GOVERNOR PUBLISHES A
30 PROCLAMATION IN THE PENNSYLVANIA BULLETIN STATING THAT THE
19870S1200B2515 - 675 -
1 GOVERNOR HAS FOUND THAT THE UNITED STATES INTERNAL REVENUE
2 SERVICE HAS DETERMINED THAT 15 PA.C.S. CH. 85 (RELATING TO
3 LIMITED PARTNERSHIPS) CORRESPONDS TO THE UNIFORM LIMITED
4 PARTNERSHIP ACT FOR PURPOSES OF 26 C.F.R. § 301.7701-2. THE
5 GOVERNOR SHALL ISSUE SUCH A PROCLAMATION UPON BEING FURNISHED
6 WITH A COPY OF A RULING BY THE INTERNAL REVENUE SERVICE TO
7 THAT EFFECT. DELAY IN THE REPEAL OF 59 PA.C.S. CH. 5 AND
8 ENACTMENT OF 15 PA.C.S. § 8502(A) SHALL NOT POSTPONE THE
9 EFFECTIVE DATE OF 15 PA.C.S. CH. 85, AND PENDING REPEAL OF 59
10 PA.C.S. CH. 5, PERSONS MAY UTILIZE EITHER STATUTE AT THEIR
11 ELECTION, WHICH SHALL BE EXPRESSED IN THE PARTNERSHIP
12 AGREEMENT, FOR THE GOVERNMENT AND REGULATION OF THE AFFAIRS
13 OF THE LIMITED PARTNERSHIP. A PARTNERSHIP AGREEMENT THAT
14 FAILS TO IDENTIFY EXPRESSLY THE STATUTE APPLICABLE TO THE
15 PARTNERSHIP SHALL BE DEEMED TO CONTAIN AN ELECTION TO BE
16 GOVERNED BY 59 PA.C.S. CH. 5. ON THE EFFECTIVE DATE OF THE
17 REPEAL OF 59 PA.C.S. CH. 5, ANY PARTNERSHIP THEN GOVERNED BY
18 THAT CHAPTER SHALL THEREAFTER BE GOVERNED BY 15 PA.C.S. CH.
19 85.
20 (6) SECTION 103, INSOFAR AS IT ENACTS 15 PA.C.S. §
21 8571(C) (RELATING TO MODIFICATION BY AGREEMENT), SHALL TAKE
22 EFFECT 90 DAYS AFTER THE GOVERNOR PUBLISHES A PROCLAMATION IN
23 THE PENNSYLVANIA BULLETIN STATING THAT THE GOVERNOR HAS FOUND
24 THAT THE UNITED STATES INTERNAL REVENUE SERVICE HAS
25 DETERMINED THAT THE EFFECTIVENESS OF THAT SUBSECTION WILL NOT
26 CAUSE 15 PA.C.S. CH. 85 (RELATING TO LIMITED PARTNERSHIPS)
27 NOT TO CORRESPOND TO THE UNIFORM LIMITED PARTNERSHIP ACT FOR
28 PURPOSES OF 26 C.F.R. § 301.7701-2. THE GOVERNOR SHALL ISSUE
29 SUCH PROCLAMATION UPON BEING FURNISHED WITH A COPY OF A
30 RULING BY THE INTERNAL REVENUE SERVICE TO THAT EFFECT.
19870S1200B2515 - 676 -
1 (7) THE AMENDMENTS TO 15 PA.C.S. CH. 87 (RELATING TO
2 ELECTING PARTNERSHIPS) SHALL TAKE EFFECT IMMEDIATELY AND
3 SHALL BE RETROACTIVE TO JULY 10, 1981.
4 (8) SECTION 103, INSOFAR AS IT ENACTS 15 PA.C.S. CH. 77 <--
5 (RELATING TO WORKERS' COOPERATIVE CORPORATIONS), SHALL TAKE
6 EFFECT IN 180 DAYS.
7 (B) THE PROVISIONS OF TITLE 15 THAT ARE DERIVED FROM 42
8 PA.C.S. CH. 83 SUBCH. F (RELATING TO CORPORATE DIRECTORS'
9 LIABILITY):
10 (1) SHALL NOT BE CONSTRUED TO REPEAL OR OTHERWISE AFFECT
11 OR IMPAIR 15 PA.C.S. § 1728 (RELATING TO INTERESTED DIRECTORS
12 OR OFFICERS; QUORUM) OR 1770 (RELATING TO INTERESTED
13 SHAREHOLDERS) OR 42 PA.C.S. § 8332.2 (RELATING TO OFFICER,
14 DIRECTOR, OR TRUSTEE OF NONPROFIT ORGANIZATION NEGLIGENCE
15 STANDARD); AND
16 (2) SHALL NOT APPLY TO:
17 (I) ANY ACTIONS FILED PRIOR TO JANUARY 27, 1987, NOR
18 TO ANY BREACH OF PERFORMANCE OF DUTY OR ANY FAILURE OF
19 PERFORMANCE OF DUTY BY ANY DIRECTOR OR OFFICER OF A
20 BUSINESS CORPORATION OCCURRING PRIOR TO THAT DATE; OR
21 (II) ANY ACTIONS FILED AGAINST OR ANY BREACH OF
22 PERFORMANCE OF DUTY OR ANY FAILURE OF PERFORMANCE OF DUTY
23 BY ANY DIRECTOR OR OFFICER OF ANY OTHER DOMESTIC
24 CORPORATION FOR PROFIT OR NOT-FOR-PROFIT OCCURRING PRIOR
25 TO THE DATE THAT SUCH CORPORATION FIRST BECAME OR BECOMES
26 SUBJECT TO 42 PA.C.S. CH. 83 SUBCH. F OR 15 PA.C.S. CH. 5
27 SUBCH. B (INDEMNIFICATION AND CORPORATE DIRECTORS'
28 LIABILITY).
29 SOURCE NOTES <--
19870S1200B2515 - 677 -
1 PREPARED BY THE PENNSYLVANIA BAR ASSOCIATION <--
2 DERIVATION NOTE: THIS BILL IS AN AMALGAMATION OF AND IS
3 DERIVED VERBATIM FROM 1988 H.B. 2436 (P.N.3248), 1988 H.B. 2437
4 (P.N.3249) AND 1988 H.B. 2451 (P.N.3263) EXCEPT AS OTHERWISE
5 STATED IN THIS NOTE. THE TEXT OF 15 PA.C.S. § 1525(A), (B) AND
6 (C) AND SUBCHAPTERS 25E AND 25F ARE ALSO DERIVED VERBATIM FROM
7 1987 S.B. 1200 (P.N.1735) EXCEPT STYLISTIC CHANGES INCIDENT TO
8 CODIFICATION PATTERNED AFTER THE CORRESPONDING TEXT OF H.B. 2436
9 (P.N.3248) AND THE ADDITION OF LANGUAGE THAT IS NECESSARY TO
10 REFLECT THE AUTHORIZATION OF UNCERTIFICATED SHARES.
11 THE STRUCTURE OF THE BILL IS BASED ON 1985 S.B. 599
12 (P.N.671); 15 PA.C.S. §§ 7101 THROUGH 8145 HAVE BEEN RENUMBERED
13 ACCORDING TO THE PLAN OF S.B. 599 (WHICH RESULTS IN BUSINESS
14 CORPORATION AND NONPROFIT CORPORATION SECTIONS HAVING
15 CORRESPONDING NUMBERS); THE CORPORATION NOT-FOR-PROFIT CODE HAS
16 BEEN REDESIGNATED AS THE NONPROFIT CORPORATION LAW OF 1988 TO
17 PARALLEL THE CHANGE IN NOMENCLATURE MADE WITH RESPECT TO
18 CORPORATIONS FOR PROFIT; AND 15 PA.C.S. CHAPTERS 91 AND 93 HAVE
19 BEEN DERIVED VERBATIM FROM S.B. 599. CHAPTER 95 (BUSINESS
20 TRUSTS) IS NEW. CHAPTERS 73 (ELECTRIC COOPERATIVE CORPORATIONS)
21 AND 75 (COOPERATIVE AGRICULTURAL ASSOCIATIONS) OF S.B. 599 HAVE
22 BEEN OMITTED AND THE PRIOR UNCONSOLIDATED LAW HAS BEEN EXPRESSLY
23 SAVED FROM REPEAL BY 15 PA.C.S. §§ 7301 AND 7501 PENDING
24 CODIFICATION IN SUBSEQUENT LEGISLATION.
25 THE DISPOSITION OF THE PROVISIONS OF THE SOURCE HOUSE BILLS
26 IS AS FOLLOWS:
27 H.B. 2436 (P.N.3248)
28 SECTION 101: OMITTED.
29 SECTION 102: BILL § 102.
19870S1200B2515 - 678 -
1 SECTION 103: BILL § 103, INCLUDING AMENDMENT TO
2 15 PA.C.S. § 5942.
3 SECTION 104: BILL § 104.
4 SECTION 105: BILL § 105.
5 SECTION 106: BILL § 107.
6 SECTION 107: OMITTED.
7 SECTION 201: BILL § 201.
8 SECTION 202: BILL § 202.
9 SECTION 203: BILL § 203.
10 SECTION 204: BILL § 204.
11 SECTION 205: BILL § 205.
12 SECTION 301: BILL § 302.
13 SECTION 302: BILL § 304.
14 H.B. 2437 (P.N.3249)
15 SECTION 101: OMITTED.
16 SECTION 102: BILL § 102.
17 SECTION 103: BILL § 302.
18 SECTION 105: 15 PA.C.S. § 1309(B).
19 SECTION 106: BILL § 104.
20 SECTION 107: BILL § 105.
21 SECTION 108: BILL § 106.
22 SECTION 109: BILL § 203.
23 SECTION 201: OMITTED.
24 SECTION 202: BILL § 302.
25 SECTION 203: BILL § 304.
26 H.B.2451 (P.N.3263)
27 SECTION 101: 15 PA.C.S. § 7101.
28 SECTION 102: OMITTED.
29 SECTION 103: 15 PA.C.S. §§ 7102(C), 7301 AND 7501.
30 SECTION 201: 15 PA.C.S. § 7102.
19870S1200B2515 - 679 -
1 SECTION 202: 15 PA.C.S. § 7103.
2 SECTION 301: 15 PA.C.S. § 7111.
3 SECTION 302: 15 PA.C.S. § 7112.
4 SECTION 303: 15 PA.C.S. §§ 2101(C), 2102(B), 2103, 2125(A)
5 AND 2126.
6 SECTION 304: 15 PA.C.S. §§ 2122 AND 5751.
7 SECTION 305: 15 PA.C.S. §§ 2123, 5552 AND 5753.
8 SECTION 401: 15 PA.C.S. § 7121.
9 SECTION 402: 15 PA.C.S. § 7122.
10 SECTION 403: 15 PA.C.S. § 7123.
11 SECTION 404: 15 PA.C.S. § 7124.
12 SECTION 405: 15 PA.C.S. § 7125.
13 SECTION 501: 15 PA.C.S. § 5303(A).
14 SECTION 502: BILL § 302.
15 SECTION 503: BILL § 304.
16 TEXT CHANGES
17 TEXTUAL CHANGES HAVE BEEN MADE IN THE FOLLOWING PROVISIONS:
18 H.B. 2436 (P.N.3248)
19 (THE FOLLOWING REFLECT CHANGES ADOPTED BY THE PBA
20 TITLE 15 REVISION SUBCOMMITTEE IN MAY 1988)
21 15 PA.C.S. § 102: DEFINITION OF "ASSOCIATION" MODIFIED TO
22 INCLUDE BUSINESS TRUSTS.
23 15 PA.C.S. § 1104: REFERENCES TO 15 PA.C.S. §§ 511 TO 513,
24 ADDED.
25 15 PA.C.S. § 1106: REFERENCES TO 15 PA.C.S. §§ 2501(C) AND
26 2538 DELETED AND REFERENCES TO 15 PA.C.S. §§ 2541, 2543, 2551
27 AND 2553 ADDED.
28 15 PA.C.S. § 1504(A): EXCEPTION ADDED.
29 15 PA.C.S. § 1571(E)
30 15 PA.C.S. § 1702(A): REFERENCES TO COURIER SERVICES, ETC.,
19870S1200B2515 - 680 -
1 ADDED.
2 15 PA.C.S. § 1721(G)
3 15 PA.C.S. § 1746(D)
4 15 PA.C.S. § 1747(B)
5 15 PA.C.S. § 1761(A)(2)
6 15 PA.C.S. § 1766(B): RESTRICTION TO ARTICLES ONLY OF
7 REGISTERED CORPORATION, ADDED.
8 15 PA.C.S. § 1781: DELETED.
9 15 PA.C.S. § 1914(A)
10 15 PA.C.S. § 2307(A)
11 15 PA.C.S. § 2501(A) AND (C)
12 15 PA.C.S. § 2502
13 15 PA.C.S. § 2511
14 15 PA.C.S. § 2513(B)
15 15 PA.C.S. § 2547(L): PROVISION ADDED TO RECOGNIZE <--
16 UNCERTIFICATED SHARES.
17 15 PA.C.S. § 2722: TEXT DUPLICATED IN 15 PA.C.S. § 2721,
18 DELETED.
19 15 PA.C.S. CH. 95: NEW (BUSINESS TRUSTS).
20 BILL GENERALLY
21 (THE FOLLOWING REFLECT ADDITIONAL CHANGES ADOPTED
22 BY THE HOUSE BUSINESS AND COMMERCE COMMITTEE
23 AND THE HOUSE APPROPRIATIONS COMMITTEE <--
24 ON THE RECOMMENDATION OF THE PBA DRAFTSMEN)
25 15 PA.C.S. § 101(D): OMITTED IN VIEW OF INCLUSION OF
26 PARTNERSHIPS, COOPERATIVES AND UNINCORPORATED ASSOCIATIONS.
27 15 PA.C.S. § 102: DEFINITION OF "COURT (2)" CLARIFIED.
28 DEFINITION OF "DOMESTIC CORPORATION" ADDED. SEE 15 PA.C.S.
29 § 511. DEFINITION OF "VERIFIED" ADDED. <--
30 15 PA.C.S. § 103(A): CLARIFIED WITH RESPECT TO BUSINESS
19870S1200B2515 - 681 -
1 TRUSTS.
2 15 PA.C.S. §§ 108 AND 109: APPLICATION TO PARTNERSHIPS
3 AND BUSINESS TRUSTS CLARIFIED. SEE 15 PA.C.S. § 8101 AND
4 CH. 95.
5 15 PA.C.S. § 132(D): LAST SENTENCE ADDED. <--
6 15 PA.C.S. § 134(A): REFERENCE TO RESIDENCE ADDRESSES ADDED.
7 15 PA.C.S. § 139: APPLICABILITY TO NONCORPORATE ASSOCIATIONS
8 CLARIFIED. PARAGRAPHS (2) AND (3) DELETED.
9 15 PA.C.S. § 501: REFERENCE TO "MEMBER" ADDED.
10 15 PA.C.S. § 512(A)
11 15 PA.C.S. § 513 <--
12 15 PA.C.S. § 1102(D)
13 15 PA.C.S. § 1103 ("ENTITLED TO VOTE")
14 15 PA.C.S. § 1103: DEFINITION OF "NONREGISTERED
15 CORPORATION" ADDED. SEE 15 PA.C.S. § 1766(B).
16 15 PA.C.S. § 1303(B)(1)
17 15 PA.C.S. § 1502(A)(15)
18 15 PA.C.S. § 1505 <--
19 15 PA.C.S. § 1508(D): NEW.
20 15 PA.C.S. § 1511(G)
21 15 PA.C.S. § 1522(B)
22 15 PA.C.S. § 1522(F) <--
23 15 PA.C.S. § 1527(A)
24 15 PA.C.S. § 1527(A)(3): REFERENCE TO UNCERTIFICATED
25 SCRIP ADDED.
26 15 PA.C.S. § 1530(B) <--
27 15 PA.C.S. § 1552(A)
28 15 PA.C.S. § 1554(D)
29 15 PA.C.S. § 1571(F)
30 15 PA.C.S. § 1577(E): DELETED.
19870S1200B2515 - 682 -
1 15 PA.C.S. § 1721(F): S.B. 943 (P.N.2271) TEXT ADOPTED.
2 15 PA.C.S. § 1746(A) 1742 <--
3 15 PA.C.S. § 1745 <--
4 15 PA.C.S. § 1755(B) AND (C): CROSS REFERENCES ADDED.
5 15 PA.C.S. § 1756(A)(3)
6 15 PA.C.S. § 1756(B): PARAGRAPH (1) MADE SUBJECT TO AN
7 INCONSISTENT PROVISION OF A BYLAW ADOPTED BY THE SHAREHOLDERS;
8 PARAGRAPH (2) MADE APPLICABLE AUTOMATICALLY UNLESS OTHERWISE
9 PROVIDED IN A BYLAW ADOPTED BY THE SHAREHOLDERS.
10 15 PA.C.S. § 1756(C): NEW. <--
11 15 PA.C.S. § 1763(B)
12 15 PA.C.S. § 1767(A)(3) <--
13 15 PA.C.S. § 1766(B): CROSS REFERENCE ADDED. <--
14 15 PA.C.S. § 1791(B): NEW.
15 15 PA.C.S. § 1792(C): NEW.
16 15 PA.C.S. § 1793(C): NEW.
17 15 PA.C.S. § 1906: VOTING AND RESCISSION AND MODIFICATION
18 PROCEDURES CLARIFIED.
19 15 PA.C.S. § 1912(A) <--
20 15 PA.C.S. § 1912(A): CROSS REFERENCE ADDED. <--
21 15 PA.C.S. § 1921(A)
22 15 PA.C.S. § 1912(C) 1921(C): EXTENDED TO MERGERS, ETC., WITH <--
23 PARTNERSHIPS AND LANGUAGE CLARIFIED.
24 15 PA.C.S. § 1921(C) <--
25 15 PA.C.S. § 1923(B) <--
26 15 PA.C.S. § 1924(A)
27 15 PA.C.S. § 1924(B)(1)(III): NEW.
28 15 PA.C.S. § 1931: REFERENCES TO AFFECTING OTHER SECURITIES <--
29 OF EXCHANGING CORPORATION DELETED.
30 15 PA.C.S. § 1957: REFERENCES TO CAPITAL LEASES ADDED.
19870S1200B2515 - 683 -
1 15 PA.C.S. § 1962(A)(2)
2 15 PA.C.S. § 1966
3 15 PA.C.S. § 1979(A)(2) 1979(A) <--
4 15 PA.C.S. § 1979(B)
5 15 PA.C.S. § 1981(B): NEW. <--
6 15 PA.C.S. § 1992(C)
7 15 PA.C.S. § 1993: REFERENCE TO CERTIFIED MAIL ADDED. <--
8 15 PA.C.S. § 1994: REFERENCE TO CERTIFIED MAIL ADDED.
9 REFERENCE TO RECEIPT OF OFFER CHANGED TO MAILING.
10 15 PA.C.S. § 2101(A)(2)
11 15 PA.C.S. § 2101(C) <--
12 15 PA.C.S. § 2104(B)(3)
13 15 PA.C.S. § 2303(2)
14 15 PA.C.S. § 2304(A) <--
15 15 PA.C.S. § 2305(A)(3)
16 15 PA.C.S. § 2305(B)
17 15 PA.C.S. § 2309(A)
18 15 PA.C.S. § 2309(A)(1)(I)(B)
19 15 PA.C.S. § 2309(B)
20 15 PA.C.S. § 2309(C)(2)
21 15 PA.C.S. § 2322(D)(3)
22 15 PA.C.S. § 2323
23 15 PA.C.S. § 2331(B)
24 15 PA.C.S. § 2332(A)(3)
25 15 PA.C.S. § 2333(A)(1)
26 15 PA.C.S. § 2512(A): "OR (2)" ADDED.
27 15 PA.C.S. § 2524 <--
28 15 PA.C.S. § 2541(A): "OR (2)" ADDED.
29 15 PA.C.S. § 2545(A)(2): UNCERTIFICATED SHARE LANGUAGE
30 ADDED.
19870S1200B2515 - 684 -
1 15 PA.C.S. § 2547: UNCERTIFICATED SHARE LANGUAGE ADDED.
2 15 PA.C.S. § 2551(D)
3 15 PA.C.S. § 2556
4 15 PA.C.S. § 2702(A)(3): DELETED. <--
5 15 PA.C.S. § 2905(A)
6 15 PA.C.S. § 2907(B)
7 15 PA.C.S. § 4102(B) <--
8 15 PA.C.S. § 4123(B)
9 15 PA.C.S. § 4145(B): REFERENCES TO 15 PA.C.S. §§ 1508,
10 1765, 1791, 1792 AND 1793 ADDED.
11 15 PA.C.S. § 4146: REFERENCE TO 15 PA.C.S. SUBCH. 25F
12 ADDED.
13 15 PA.C.S. § 5101
14 15 PA.C.S. § 5102
15 15 PA.C.S. § 5103
16 15 PA.C.S. § 5104: NEW
17 15 PA.C.S. § 5109: NEW.
18 15 PA.C.S. § 7123(1)
19 15 PA.C.S. § 7124(A)
20 15 PA.C.S. OLD § 7301: 15 PA.C.S. § 5101.
21 15 PA.C.S. OLD § 7302: 15 PA.C.S. § 5102.
22 15 PA.C.S. § 8102
23 15 PA.C.S. § 8503: DEFINITIONS OF "DISTRIBUTION" AND <--
24 "LIQUIDATING TRUSTEE" ADDED.
25 15 PA.C.S. § 8302 ("BUSINESS"): REFERENCE TO SECTION <--
26 8102(B) ADDED.
27 15 PA.C.S. § 8503: DEFINITIONS OF "DISTRIBUTION,"
28 "ENTITLED TO VOTE" AND "LIQUIDATING TRUSTEE" ADDED.
29 DEFINITIONS OF "CERTIFICATE OF LIMITED PARTNERSHIP"
30 AND "PARTNERSHIP AGREEMENT" AMENDED.
19870S1200B2515 - 685 -
1 15 PA.C.S. § 8504
2 15 PA.C.S. § 8505
3 15 PA.C.S. § 8509
4 15 PA.C.S. § 8510: SUBSECTIONS (B) - (E) ADDED.
5 15 PA.C.S. § 8513(B): NEW.
6 15 PA.C.S. § 8514(A) <--
7 15 PA.C.S. § 8514 AND PASSIM: REFERENCES TO "STATEMENTS" <--
8 DELETED.
9 15 PA.C.S. § 8515 <--
10 15 PA.C.S. § 8515(B): NEW. <--
11 15 PA.C.S. § 8516: OMITTED.
12 15 PA.C.S. § 8522(A)(3): NEW.
13 15 PA.C.S. § 8523
14 15 PA.C.S. § 8525
15 15 PA.C.S. § 8531
16 15 PA.C.S. § 8532(A)
17 15 PA.C.S. § 8534 <--
18 15 PA.C.S. § 8535(A)(3): NEW.
19 15 PA.C.S. SUBCHAPTER 85F: NEW SUBCHAPTER SUBSTITUTED
20 FOR PREVIOUS 15 PA.C.S. § 8545.
21 15 PA.C.S. § 8552(A)
22 15 PA.C.S. § 8553(B): NEW.
23 15 PA.C.S. § 8556
24 15 PA.C.S. § 8558: LIMITATIONS PERIOD REDUCED TO FOUR YEARS. <--
25 15 PA.C.S. § 8562(C): NEW.
26 15 PA.C.S. § 8565(B): NEW.
27 15 PA.C.S. § 8571(A)(4) <--
28 15 PA.C.S. § 8573
29 15 PA.C.S. § 8574
30 15 PA.C.S. § 8582 <--
19870S1200B2515 - 686 -
1 15 PA.C.S. § 8584(B): NEW.
2 15 PA.C.S. § 8585 <--
3 15 PA.C.S. § 8586
4 15 PA.C.S. § 8591
5 15 PA.C.S. § 9503 <--
6 BILL § 107: DELETED.
7 BILL § 202: NEW.
8 BILL § 203: AMENDMENT TO 42 PA.C.S. § 8362 ADDED.
9 BILL § 204: IN 54 PA.C.S. § 502(B) BUSINESS TRUSTS
10 INCLUDED. SEE 15 PA.C.S. CH. 95.
11 DATE OF FIRST REQUIRED DECENNIAL FILINGS CHANGED <--
12 FROM 1990 TO 2000.
13 BILL § 301: NEW.
14 BILL § 302(A): CORRECTION TO REPEALER OF 1929, NO.176.
15 1981, NO.77, § 7 REPEALED. <--
16 1972, NO.271, § 7; 1981, NO.77, § 7; AND 1982, NO.295, <--
17 § 5 REPEALED.
18 DIVISION I
19 SECTION 101: NEW.
20 SECTION 102: THE PROVISIONS REPEALED BY THIS SECTION ARE
21 SUPPLIED BY THIS ACT AS FOLLOWS (AN ASTERISK INDICATES THAT A
22 PROVISION IS REPEALED IN PART):
23 OFFICIAL SUPERSEDING
24 CITATION PROVISION
25 15 PA.C.S. § 101(A) 15 PA.C.S. § 502 502(A) <--
26 (B) 15 PA.C.S. § 1102(B) 1102(C) <--
27 (C) SECTION 104 OF ACT
28 15 PA.C.S. § 102 15 PA.C.S. §§ 102,
29 1103, 5103
30 15 PA.C.S. § 103 15 PA.C.S. § 103
19870S1200B2515 - 687 -
1 15 PA.C.S. § 104 15 PA.C.S. § 104
2 15 PA.C.S. § 105 15 PA.C.S. § 105
3 15 PA.C.S. § 106 15 PA.C.S. § 501(A)
4 15 PA.C.S. § 108 15 PA.C.S. § 106
5 15 PA.C.S. § 109 15 PA.C.S. § 504
6 15 PA.C.S. § 110 15 PA.C.S. § 505
7 15 PA.C.S. § 111 15 PA.C.S. § 107
8 15 PA.C.S. § 112 15 PA.C.S. § 108
9 15 PA.C.S. § 131 15 PA.C.S. § 132(A)-(C) 132 <--
10 15 PA.C.S. § 132 15 PA.C.S. § 133(A)-(D)
11 15 PA.C.S. § 133 15 PA.C.S. § 135(A)
12 15 PA.C.S. § 134 15 PA.C.S. § 136
13 15 PA.C.S. § 135 15 PA.C.S. § 137
14 15 PA.C.S. § 136 15 PA.C.S. § 138
15 15 PA.C.S. § 7745 42 PA.C.S. § 8365(D) <--
16 15 PA.C.S. § 7951(A) 15 PA.C.S. § 1961(A)
17 15 PA.C.S. § 7952(C) 15 PA.C.S. § 1962(C)
18 15 PA.C.S. § 7956(A) 15 PA.C.S. § 1966
19 15 PA.C.S. § 7990 15 PA.C.S. § 503
20 SECTION 103: THE SOURCE NOTES FOR THE AFFECTED PROVISIONS OF
21 TITLE 15 ARE AS FOLLOWS:
22 15 PA.C.S. § 101: COMPARE NEW 15 PA.C.S. §§ 502, 1102, 2101,
23 2301, 2501, 2701, 2901 AND 4101. AS TO SUBSECTION (C), COMPARE 1
24 PA.C.S. § 1937.
25 15 PA.C.S. § 102: DERIVED FROM FORMER 15 PA.C.S. § 102. THE
26 DEFINITION OF "COURT" IS REVISED AND MADE SUBJECT TO GENERAL
27 RULES. THE DEFINITIONS OF "ASSOCIATION," "CREDIT UNION" AND <--
28 "DOMESTIC CORPORATION" UNION," "DOMESTIC CORPORATION" AND
29 VERIFIED" ARE NEW. THE DEFINITIONS OF "BUSINESS CORPORATION" AND
30 "FOREIGN INSURANCE CORPORATION" APPEAR IN NEW 15 PA.C.S. § 1103.
19870S1200B2515 - 688 -
1 THE DEFINITIONS OF "CORPORATION FOR PROFIT," "CORPORATION NOT-
2 FOR-PROFIT" AND "NONPROFIT CORPORATION" APPEAR IN NEW 15 PA.C.S.
3 § 1103. THE DEFINITION OF "OFFICIALLY PUBLISH" APPEARS IN NEW 15
4 PA.C.S. § 1103. THE DEFINITION OF "WRITTEN" IS SUPPLIED BY 1
5 PA.C.S. § 1991. THE DEFINITIONS OF "FOREIGN BUSINESS
6 CORPORATION" AND "UNCONSOLIDATED UTILITY CORPORATION" ARE
7 OMITTED FROM THIS SECTION AS A RESULT OF THE CLARIFICATION AND
8 REDEFINITION OF THE APPLICABILITY OF THE VARIOUS PROVISIONS OF
9 NEW TITLE 15.
10 15 PA.C.S. § 103: GENERALIZATION OF FORMER 15 PA.C.S. § 103.
11 SEE ACT OF MAY 5, 1933 (P.L.364, NO.106), § 6D (15 P.S. §
12 1006D).
13 15 PA.C.S. § 104: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
14 NO.106), § 6D (LAST SENTENCE) (15 P.S. § 1006D (LAST SENTENCE)),
15 AND FORMER 15 PA.C.S. § 104. AS TO JURISDICTION OF COURTS, SEE
16 42 PA.C.S. § 931.
17 15 PA.C.S. § 105: REENACTMENT OF FORMER 15 PA.C.S. § 105.
18 DERIVED FROM ACT OF MAY 5, 1933 (P.L.364, NO.106), § 7 (15 P.S.
19 § 1007).
20 15 PA.C.S. § 106: REENACTMENT OF FORMER 15 PA.C.S. § 108,
21 EXCEPT FOR REFERENCE TO A STATUTORY PROVISION VARYING THE RULE
22 OF THIS SECTION. AN EXAMPLE OF SUCH A STATUTORY PROVISION IS 42
23 PA.C.S. § 8364 WHEN THE BYLAW PROVISION AUTHORIZED BY THAT
24 SECTION IS INCLUDED IN THE ARTICLES PURSUANT TO NEW 15 PA.C.S. §
25 1504(C). DERIVED FROM ACT OF MAY 5, 1933 (P.L.364, NO.106), § 9
26 (15 P.S. § 1009).
27 15 PA.C.S. § 107: GENERALIZATION OF FORMER 15 PA.C.S. § 111.
28 15 PA.C.S. § 108: GENERALIZATION OF FORMER 15 PA.C.S. § 112.
29 PROVISION ON CHANGE OF NAME OF AGENT IS PATTERNED IN GENERAL
30 AFTER DELAWARE GENERAL CORPORATION LAW § 134(B).
19870S1200B2515 - 689 -
1 15 PA.C.S. § 109: NEW.
2 15 PA.C.S. § 110: PATTERNED IN PART AFTER 13 PA.C.S. § 1103.
3 15 PA.C.S. § 131: DERIVED FROM 54 PA.C.S. § 102.
4 15 PA.C.S. § 132: SUBSECTIONS (A), (B) AND (C) ARE A
5 GENERALIZATION OF FORMER 15 PA.C.S. § 131. SUBSECTION (D) IS A
6 REENACTMENT OF SECTION 5(A) OF THE ACT OF DECEMBER 16, 1982
7 (P.L.1309, NO.295), EXCEPT THE LAST SENTENCE, WHICH IS NEW. <--
8 15 PA.C.S. § 133: SUBSECTIONS (A)-(D) ARE SUBSTANTIALLY A
9 REENACTMENT OF FORMER 15 PA.C.S. § 132, EXCEPT FOR THE
10 PENULTIMATE SENTENCE OF SUBSECTION (D). SUBSECTION (E) IS A
11 GENERALIZATION OF SECTION 5(C) OF THE ACT OF DECEMBER 16, 1982
12 (P.L.1309, NO.295).
13 15 PA.C.S. § 134: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
14 NO.106), § 206B AND C (15 P.S. § 1206B AND C).
15 15 PA.C.S. § 135: SUBSECTION (A) IS A GENERALIZATION OF
16 FORMER 15 PA.C.S. § 133. REFERENCES TO THE DOCKETING STATEMENT
17 REQUIRED BY NEW 15 PA.C.S. § 134 AND THE PROVISION ON DOCUMENTS
18 SETTING FORTH A NAME OR MARK HAVE BEEN ADDED. REFERENCE TO
19 SUBMISSION OF PROOFS OF PUBLICATION TO THE DEPARTMENT OF STATE
20 OMITTED AS OBSOLETE. SUBSECTION (B) IS INTENDED TO ABROGATE 19
21 PA. CODE § 13.8(B). SUBSECTION (C) IS A GENERALIZATION OF
22 SECTION 5(B) OF THE ACT OF DECEMBER 16, 1982 (P.L.1309, NO.295).
23 15 PA.C.S. § 136: SUBSTANTIALLY A REENACTMENT OF FORMER 15
24 PA.C.S. § 134.
25 15 PA.C.S. § 137: GENERALIZATION OF FORMER 15 PA.C.S. § 135.
26 15 PA.C.S. § 138: GENERALIZATION OF FORMER 15 PA.C.S. § 136.
27 THE DESCRIPTION OF THE DOCUMENT TO BE FILED IS CHANGED FROM A
28 "CERTIFICATE" TO A "STATEMENT." EXECUTION OF THE STATEMENT BY
29 BUSINESS CORPORATIONS IS GOVERNED BY NEW 15 PA.C.S. § 1108.
30 15 PA.C.S. § 139: DERIVED FROM ACT OF JULY 11, 1957
19870S1200B2515 - 690 -
1 (P.L.691, NO.366) (15 P.S. §§ 806 AND 807).
2 15 PA.C.S. § 151: PATTERNED IN PART AFTER DELAWARE GENERAL
3 CORPORATION LAW § 388. COMPARE 15 PA.C.S. § 4161.
4 15 PA.C.S. § 152: PATTERNED IN PART AFTER DELAWARE GENERAL
5 CORPORATION LAW § 389.
6 15 PA.C.S. § 501: DERIVED FROM CONSTITUTION, ARTICLE 10, §§
7 2 AND 3; FORMER 15 PA.C.S. § 106; ACT OF JANUARY 18, 1966 (1965
8 P.L.1443, NO.521), § 3 (15 P.S. § 3); ACT OF MAY 3, 1855
9 (P.L.423, NO.448), § 1 (15 P.S. § 101); AND ACT OF MAY 5, 1933
10 (P.L.364, NO.106), §§ 3B AND 211 (15 P.S. §§ 1003B AND 1211).
11 SEE ALSO ACT OF MAY 5, 1933 (P.L.289, NO.105), § 3B, AS ADDED BY
12 ACT OF JANUARY 18, 1966 (1965 P.L.1406, NO.520) (FORMER 15 P.S.
13 § 7003B), AND ACT OF MAY 17, 1921 (P.L.682, NO.284), § 106 (40
14 P.S. § 366).
15 15 PA.C.S. § 502: DERIVED FROM FORMER 15 PA.C.S. § 101.
16 FORMER SUBSECTION (B) IS OMITTED FROM THIS SECTION AS A RESULT
17 OF THE CLARIFICATION AND REDEFINITION OF THE APPLICABILITY OF
18 NEW 15 PA.C.S. PART II, SUBPART B.
19 15 PA.C.S. § 503: GENERALIZATION OF FORMER 15 PA.C.S. § 7990
20 AND ACT OF MAY 5, 1933 (P.L.364, NO.106), § 1112 (15 P.S. §
21 2112).
22 15 PA.C.S. § 504: REENACTMENT OF FORMER 15 PA.C.S. § 109.
23 SEE ALSO ACT OF MAY 5, 1933 (P.L.364, NO.106), § 12 (15 P.S. §
24 1012).
25 15 PA.C.S. § 505: SUBSTANTIALLY A REENACTMENT OF FORMER 15
26 PA.C.S. § 110. SEE ALSO ACT OF MAY 5, 1933 (P.L.364, NO.106), §
27 13 (15 P.S. § 1013). THE TERM "CLERK" INCLUDES "PROTHONOTARY."
28 SEE 42 PA.C.S. CH. 27.
29 15 PA.C.S. § 506: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
30 5, 1933 (P.L.364, NO.106), § 14 (15 P.S. § 1014). SECTION 15 OF
19870S1200B2515 - 691 -
1 THE ACT OF MAY 5, 1933 (P.L.364, NO.106) (15 P.S. § 1015) WHICH
2 LIMITED THE APPLICABILITY OF THIS SECTION IS OMITTED.
3 15 PA.C.S. § 507: PATTERNED IN GENERAL AFTER NEW 15 PA.C.S.
4 §§ 504 AND 505.
5 15 PA.C.S. § 511: REENACTMENT OF 42 PA.C.S. § 8363.
6 15 PA.C.S. § 512: REENACTMENT OF 42 PA.C.S. § 8364.
7 15 PA.C.S. § 513: REENACTMENT OF 42 PA.C.S. § 8365.
8 15 PA.C.S. § 521: SUBSTANTIALLY A REENACTMENT OF ACT OF
9 AUGUST 19, 1953 (P.L.1075, NO.280), § 2 (15 P.S. § 113).
10 15 PA.C.S. § 522: DERIVED FROM ACT OF APRIL 18, 1945
11 (P.L.253, NO.114) § 4 (15 P.S. § 410).
12 15 PA.C.S. § 523: DERIVED FROM ACT OF APRIL 18, 1945
13 (P.L.253, NO.114), §§ 1, 2 AND 3 (15 P.S. §§ 432, 433 AND 434).
14 15 PA.C.S. § 1101: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
15 NO.106), § 1 (15 P.S. § 1001). PATTERNED AFTER FORMER 15 PA.C.S.
16 § 7301.
17 15 PA.C.S. § 1102: SUBSECTIONS (A), (D) AND (E) ARE DERIVED
18 FROM ACT OF MAY 5, 1933 (P.L.364, NO.106), §§ 3 AND 4 (15 P.S.
19 §§ 1003 AND 1004). FORMER SUBSECTIONS 3B AND 4C AND D ARE
20 OMITTED AS SUPPLIED BY SECTION 104 OF THE ACT OF _____, 1988
21 (P.L.___, NO.___), KNOWN AS THE GENERAL ASSOCIATION ACT OF 1988
22 (15 P.S. § ___), AND OTHERWISE OBSOLETE. SUBSECTION (B) IS NEW
23 AND IS INTENDED TO APPLY TO STATUTES SUCH AS 42 PA.C.S. § 8364.
24 AS TO SUBSECTION (B), SEE SECTION 304(A)(2) OF THE ACT OF
25 , 1988 (P.L. , NO. ), KNOWN AS THE GENERAL ASSOCIATION ACT
26 OF 1988 (15 P.S. § ). SUBSECTION (C) IS DERIVED FROM FORMER 15
27 PA.C.S. § 101(B). FORMER UNCONSOLIDATED UTILITY CORPORATIONS ARE
28 MADE SUBJECT EXCLUSIVELY TO NEW TITLE 15. SUBSECTION (A) IS
29 PATTERNED AFTER FORMER 15 PA.C.S. § 7102.
30 15 PA.C.S. § 1103: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
19870S1200B2515 - 692 -
1 NO.106), § 2 (15 P.S. § 1002), AND FORMER 15 PA.C.S. § 102.
2 PATTERNED IN PART AFTER FORMER 15 PA.C.S. § 7103. THE
3 DEFINITIONS OF "AMENDMENT," "ARTICLES," "AUTHORIZED SHARES,"
4 "BOARD OF DIRECTORS," "BUSINESS CORPORATION," "BUSINESS
5 DEVELOPMENT CREDIT CORPORATION," "BYLAWS," "CLOSELY-HELD
6 CORPORATION," "CORPORATION NOT-FOR-PROFIT," "COURT," "CREDIT
7 UNION," "DIRECTORS," "DISSENTERS RIGHTS," "DISTRIBUTION,"
8 "EMPLOYEE," "ENTITLED TO VOTE," "FAIR VALUE," "FOREIGN BUSINESS
9 CORPORATION," "FOREIGN DOMICILIARY CORPORATION," "FULL AGE,"
10 "ISSUE," "MANAGEMENT CORPORATION," "NONQUALIFIED FOREIGN
11 CORPORATION," "NONREGISTERED CORPORATION," "NONSTOCK
12 CORPORATION," "OBLIGATION," "OFFICER," "OFFICIALLY PUBLISH,"
13 "PLAN," "PREFERENCE," "PROFESSIONAL CORPORATION," "PUBLIC
14 UTILITY CORPORATION," "QUALIFIED FOREIGN BUSINESS CORPORATION,"
15 "RECLASSIFICATION," "REGISTERED CORPORATION," "REPRESENTATIVE,"
16 "SHARE CERTIFICATE," "SHAREHOLDER," "SHARES," "SPECIAL
17 TREATMENT," "STATUTORY CLOSE CORPORATION," "SUBSCRIBER," "UNLESS
18 (OR "EXCEPT AS") OTHERWISE PROVIDED," "UNLESS (OR "EXCEPT AS")
19 OTHERWISE RESTRICTED," AND "VOTING" ARE NEW OR REVISED. THE
20 TERMS "ASSETS," "CAPITAL SURPLUS," "EARNED SURPLUS,"
21 "INSOLVENCY," "NET ASSETS," "OPEN-END INVESTMENT COMPANY,"
22 "STATED CAPITAL," "SURPLUS," "TREASURY SHARES," "UNRESERVED,"
23 AND "UNRESTRICTED" ARE OMITTED. THE TERM "CLOSE CORPORATION" IS
24 SUPPLIED BY "STATUTORY CLOSE CORPORATION." THE DEFINITIONS OF
25 "COOPERATIVE CORPORATION" AND "UNCONSOLIDATED UTILITY
26 CORPORATION" ARE OMITTED FROM THIS SECTION AS A RESULT OF THE
27 CLARIFICATION AND REDEFINITION OF THE APPLICABILITY OF NEW TITLE
28 15. THE DEFINITION OF "DISTRIBUTION" IS PATTERNED AFTER REVISED
29 MODEL BUSINESS CORPORATION ACT § 1.40(6) (1984). THE DEFINITIONS
30 OF "PERSON" AND "WRITTEN" ARE SUPPLIED BY 1 PA.C.S. § 1991. THE
19870S1200B2515 - 693 -
1 TERM "UNLISTED CORPORATION" IS SUPPLIED BY "REGISTERED
2 CORPORATION."
3 15 PA.C.S. § 1104: NEW.
4 15 PA.C.S. § 1105: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
5 5, 1933 (P.L.364, NO.106), §§ 5E AND 515K (15 P.S. § 1005E AND
6 1515K), EXCEPT LAST SENTENCE WHICH IS NEW. SEE NEW 15 PA.C.S. §
7 1904. SEE ALSO NEW 15 PA.C.S. SUBCH. 17F.
8 15 PA.C.S. § 1106: GENERALIZATION OF ACT OF MAY 5, 1933
9 (P.L.364, NO.106), § 5D (15 P.S. § 1005D). PATTERNED AFTER
10 FORMER 15 PA.C.S. § 7105. FORMER PARAGRAPHS (3)(II) AND (IV) AND
11 (4) ARE OMITTED. SUBSECTION (B)(3)(I), (II) AND (V)-(VIII) IS
12 NEW.
13 15 PA.C.S. § 1107: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
14 NO.106), § 6C (15 P.S. § 1006C). PATTERNED AFTER FORMER 15
15 PA.C.S. § 7107. THE CONCURRENT INCORPORATION OF UNCONSOLIDATED
16 UTILITY CORPORATIONS IS ABOLISHED.
17 15 PA.C.S. § 1108: NEW.
18 15 PA.C.S. § 1301: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
19 NO.106), § 201 (15 P.S. § 1201). PATTERNED AFTER FORMER 15
20 PA.C.S. § 7311.
21 15 PA.C.S. § 1302: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
22 NO.106), § 201 (15 P.S. § 1201). PATTERNED AFTER FORMER 15
23 PA.C.S. § 7312.
24 15 PA.C.S. § 1303: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
25 NO.106), § 202A, B, C, D AND F (15 P.S. § 1202A, B, C, D AND F).
26 PATTERNED AFTER FORMER 15 PA.C.S. § 7313. SUBSECTION (A) IS
27 PATTERNED IN PART AFTER N.J.S.A. § 14A:1-6(1)(A). RESTRICTIONS
28 ON USE OF THE TERMS "COMPANY" AND "CO." ARE OMITTED. SUBSECTION
29 (A)(3) IS PATTERNED AFTER DELAWARE GENERAL CORPORATION LAW §
30 102(A)(1). "CONFUSINGLY" SUBSTITUTED FOR "DECEPTIVELY" TO AVOID
19870S1200B2515 - 694 -
1 ANY IMPLICATION THAT THE PROVISIONS OF SUBSECTION (B) ARE
2 OPERATIVE ONLY IN CASES OF DECEIT (SEE N.J.S.A. § 14A:2-
3 2(1)(B)). REFERENCES TO DOMESTIC AND QUALIFIED FOREIGN LIMITED
4 PARTNERSHIPS ARE ADDED TO SUBSECTION (B)(1). REFERENCE TO THE
5 FORMER BONUS REPORTS IS OMITTED FROM SUBSECTION (B)(1)(I)(B).
6 SUBSECTION (B)(1)(I)(C) IS NEW. THE REFERENCE TO BANK HOLDING
7 COMPANIES IN SUBSECTION (C)(1)(II) IS DERIVED FROM SECTION
8 805(B)(VII) OF THE BANKING CODE OF 1965, AS ADDED BY THE ACT OF
9 JULY 6, 1984 (P.L.621, NO.128), § 8. THE WORD "SEMINARY" IS
10 ADDED TO SUBSECTION (C)(2)(I). SUBSECTION (C)(2)(IV) IS AND (V) <--
11 ARE NEW. THE LAST SENTENCE OF SUBSECTION (D) IS PATTERNED AFTER
12 REVISED MODEL BUSINESS CORPORATION ACT § 4.01(C)(2) (1984). SEE
13 NEW 15 PA.C.S. § 1106(B)(2) AS TO THE STATUS OF CERTAIN
14 NONCONFORMING NAMES OF EXISTING CORPORATIONS.
15 15 PA.C.S. § 1304: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
16 5, 1933 (P.L.364, NO.106), § 202E AND G (15 P.S. § 1202E AND G).
17 PATTERNED AFTER FORMER 15 PA.C.S. § 7314. THE THREE-YEAR PERIOD
18 FOR FILING REPORTS APPEARS IN NEW 15 PA.C.S. § 1303(B)(1)(I)(B).
19 "CONFUSINGLY" SUBSTITUTED FOR "DECEPTIVELY" TO AVOID ANY
20 IMPLICATION THAT THE PROVISIONS ARE OPERATIVE ONLY IN CASES OF
21 DECEIT (SEE N.J.S.A. § 14A:2-2(1)(B)).
22 15 PA.C.S. § 1305: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
23 NO.106), § 203 (15 P.S. § 1203). PATTERNED AFTER FORMER 15
24 PA.C.S. § 7315. THE RESTRICTIONS ON WHO MAY RESERVE A NAME ARE
25 OMITTED. THE RESERVATION PERIOD IS INCREASED TO 120 DAYS (SEE
26 N.J.S.A. § 14A:2-3(2) AND REVISED MODEL BUSINESS CORPORATION ACT
27 § 4.02(A) (1984).
28 15 PA.C.S. § 1306: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
29 NO.106), § 204 (15 P.S. § 1204). PATTERNED AFTER FORMER 15
30 PA.C.S. § 7316. SUBSECTION (A)(1) IS PATTERNED IN PART AFTER
19870S1200B2515 - 695 -
1 N.J.S.A. § 14A:1-6(1)(A). THE REFERENCE IN SUBSECTION (A)(4) TO
2 ORGANIZATION UPON A NONSTOCK BASIS IS NEW (SEE NEW 15 PA.C.S. §
3 2101). THE SECOND SENTENCE OF SUBSECTION (A)(4)(I) IS NEW. A
4 REFERENCE TO "VOTING RIGHTS" IS ADDED TO SUBSECTION (A)(4)(II)
5 AND (III). IN SUBSECTION (A)(6) THE DURATION OF A CORPORATION IS
6 MADE PERPETUAL IN THE ABSENCE OF A PROVISION IN THE ARTICLES TO
7 THE CONTRARY. SUBSECTION (A)(7) IS NEW. PROVISIONS ON PAR VALUE
8 AND THE PURPOSE OF THE CORPORATION ARE MADE OPTIONAL BY TRANSFER
9 TO SUBSECTION (A)(8). THE REQUIREMENT THAT THE INCORPORATORS
10 SUBSCRIBE FOR SHARES IS OMITTED.
11 15 PA.C.S. § 1307: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
12 NO.106), § 205 (15 P.S. § 1205). PATTERNED AFTER FORMER 15
13 PA.C.S. § 7317. THE REQUIREMENTS THAT THE ADVERTISEMENT STATE
14 THE DATE THAT THE ARTICLES WILL BE OR WERE FILED WITH THE
15 DEPARTMENT OF STATE AND THE PURPOSE OF THE CORPORATION ARE
16 OMITTED.
17 15 PA.C.S. § 1308: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
18 NO.106), § 206A (15 P.S. § 1206A). PATTERNED AFTER FORMER 15
19 PA.C.S. § 7318. THE REQUIREMENT FOR ISSUANCE OF A CERTIFICATE OF
20 INCORPORATION IS SUPPLIED BY NEW 15 PA.C.S. § 133(E).
21 15 PA.C.S. § 1309: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
22 NO.106), § 207 (15 P.S. § 1207). PATTERNED AFTER FORMER 15
23 PA.C.S. § 7319. REFERENCE TO SUBSCRIBERS AUTOMATICALLY BECOMING
24 SHAREHOLDERS IS OMITTED. SUBSCRIBERS, HOWEVER, ARE SHAREHOLDERS
25 UNDER THE DEFINITION OF THE LATTER TERM IN 15 PA.C.S. § 1103.
26 REFERENCE TO EFFECTIVE DATE SPECIFIED IN THE ARTICLES IS NEW
27 (SEE NEW 15 PA.C.S. § 1306(A)(7)).
28 15 PA.C.S. § 1310: SUBSECTIONS (A) AND (B) ARE DERIVED FROM
29 ACT OF MAY 5, 1933 (P.L.364, NO.106), § 210 (15 P.S. § 1210).
30 THE LAST SENTENCES OF SUBSECTIONS (A) AND (B) AND ALL OF
19870S1200B2515 - 696 -
1 SUBSECTION (C) ARE NEW. PATTERNED AFTER FORMER 15 PA.C.S. §
2 7320. AS TO SUBSECTION (A), SEE SECTION 304(A)(2) OF THE ACT OF
3 , 1988 (P.L. , NO. ), KNOWN AS THE GENERAL ASSOCIATION
4 ACT OF 1988 (15 PA.C.S. § ). IN SUBSECTION (B) THE NUMBER OF
5 PERSONS REQUIRED TO CALL A MEETING IS REDUCED TO ANY ONE
6 DIRECTOR OR INCORPORATOR.
7 15 PA.C.S. § 1311: GENERALIZATION OF ACT OF JULY 9, 1970
8 (P.L.461, NO.160), § 4(D) (15 P.S. § 2904(D)). PATTERNED AFTER
9 FORMER 15 PA.C.S. § 7321. THE LAST SENTENCE OF SUBSECTION (A)(4)
10 AND SUBSECTIONS (B) AND (C) ARE NEW. THE DESIGNATION OF THE
11 DOCUMENT IS CHANGED FROM "CERTIFICATE" TO "STATEMENT." EXECUTION
12 OF THE STATEMENT OF SUMMARY OF RECORD IS GOVERNED BY NEW 15
13 PA.C.S. § 1108.
14 15 PA.C.S. § 1341: PATTERNED IN PART AFTER DELAWARE GENERAL
15 CORPORATION LAW § 312.
16 15 PA.C.S. § 1501: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
17 NO.106), § 301 (15 P.S. § 1301). PATTERNED AFTER FORMER 15
18 PA.C.S. § 7501. THE LIMITATION ON CORPORATE CAPACITY TO ACTS
19 NECESSARY TO ACCOMPLISH THE CORPORATION'S PURPOSES IS OMITTED AS
20 OBSOLETE (CF. NEW 15 PA.C.S. § 1301).
21 15 PA.C.S. § 1502: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
22 NO.106), §§ 302, 314, 315, 316 AND 613B (15 P.S. §§ 1302, 1314,
23 1315, 1316 AND 1613B). PATTERNED AFTER FORMER 15 PA.C.S. § 7502.
24 SUBSECTION (A)(1) IS PATTERNED IN PART AFTER REVISED MODEL
25 BUSINESS CORPORATION ACT § 3.02 (1984). REFERENCES TO "EVIDENCES
26 OF INDEBTEDNESS" ARE SUPPLIED BY THE DEFINITION OF "OBLIGATION"
27 IN NEW 15 PA.C.S. § 1103. THE LIMITATIONS IN FORMER PARAGRAPH
28 302(8) ON THE CONSIDERATION RECEIVABLE FOR THE ISSUANCE OF DEBT
29 OBLIGATIONS ARE OMITTED AS OBSOLETE, AND THOSE ON THE
30 REACQUISITION OF SHARES ARE SUPPLIED BY NEW 15 PA.C.S. § 1551.
19870S1200B2515 - 697 -
1 THE POWER TO MAKE, ALTER, AMEND AND REPEAL BYLAWS APPEARS IN NEW
2 15 PA.C.S. § 1504. SUBSECTION (A)(5) IS PATTERNED IN PART AFTER
3 REVISED MODEL BUSINESS CORPORATION ACT § 3.02(6) 3.02(5) (1984). <--
4 SUBSECTION (A)(9) IS PATTERNED IN GENERAL AFTER REVISED MODEL
5 BUSINESS CORPORATION ACT § 3.02(13) AND (15) (1984). SUBSECTION
6 (A)(14) IS PATTERNED IN PART AFTER REVISED MODEL BUSINESS
7 CORPORATION ACT § 3.02(12) (1984). THE EXPRESS STATEMENT IN
8 SUBSECTION (A)(16) OF THE POWER TO LEND MONEY AND CREDIT TO
9 REPRESENTATIVES OF THE CORPORATION IS PATTERNED AFTER REVISED
10 MODEL BUSINESS CORPORATION ACT § 3.02(11) (1984). THE POWER TO
11 DISSOLVE AND WIND UP APPEARS IN NEW 15 PA.C.S. §§ 1971 AND 1972.
12 THE FIRST SENTENCE OF THE FINAL PARAGRAPH OF FORMER SECTION 302
13 IS OMITTED AS OBSOLETE. FORMER SECTION 613B IS SUPPLIED BY NEW
14 SUBSECTION (A)(15) AND (16), THE GENERAL PRINCIPLES OF AGENCY
15 INCORPORATED BY NEW 15 PA.C.S. § 110 AND NEW 15 PA.C.S. § 1508.
16 15 PA.C.S. § 1503: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
17 NO.106), § 303 (15 P.S. § 1303). PATTERNED AFTER FORMER 15
18 PA.C.S. § 7503. SUBSECTION (A) EXPANDED TO INCLUDE LIMITATIONS
19 ON THE BUSINESS, PURPOSE OR POWERS OF THE CORPORATION CONTAINED
20 IN THE BYLAWS. SUBSECTION (B) EXPANDED TO INCLUDE CONVEYANCES OR
21 TRANSFERS MADE BY EMPLOYEES OR AGENTS.
22 15 PA.C.S. § 1504: THE FIRST THREE SENTENCES OF SUBSECTION
23 (A) AND SUBSECTION (D) ARE DERIVED FROM ACT OF MAY 5, 1933
24 (P.L.364, NO.106), § 304 (15 P.S. § 1304). THE BALANCE OF
25 SUBSECTION (A) AND SUBSECTIONS (B) AND (C) ARE NEW. REQUIREMENT
26 THAT NOTICE BE GIVEN THAT A PURPOSE OF A MEETING IS TO CHANGE
27 THE BYLAWS HAS BEEN LIMITED TO MEETINGS OF THE SHAREHOLDERS.
28 PATTERNED AFTER FORMER 15 PA.C.S. § 7504. AS TO SUBSECTION (C),
29 SEE SECTION 304(A)(2) OF THE ACT OF , 1988 (P.L. , NO.
30 ), KNOWN AS THE GENERAL ASSOCIATION ACT OF 1988 (15 P.S. § ).
19870S1200B2515 - 698 -
1 15 PA.C.S. § 1505: REENACTMENT OF ACT OF MAY 5, 1933
2 (P.L.364, NO.106), § 305 (FIRST SENTENCE) (15 P.S. § 1305 (FIRST
3 SENTENCE)) AS MODIFIED BY ACT NO. 1986-145. PATTERNED AFTER
4 FORMER 15 PA.C.S. § 7505.
5 15 PA.C.S. § 1506: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
6 NO.106), § 305 (EXCEPT FIRST SENTENCE) (15 P.S. § 1305 (EXCEPT
7 FIRST SENTENCE)). PATTERNED AFTER FORMER 15 PA.C.S. § 7506.
8 SUBSECTION (A) IS EXTENDED TO EXECUTION BY ONE OR MORE OFFICERS
9 OR AGENTS HAVING ACTUAL OR APPARENT AUTHORITY. IN SUBSECTION (B)
10 THE EXCEPTION RELATING TO INCONSISTENT STATUTES IS OMITTED (CF.
11 NEW 15 PA.C.S. § 1108).
12 15 PA.C.S. § 1507: SUBSECTIONS (A) AND (B) ARE DERIVED FROM
13 ACT OF MAY 5, 1933 (P.L.364, NO.106), §§ 306 AND 307 (15 P.S. §§
14 1306 AND 1307), AND ARE PATTERNED AFTER FORMER 15 PA.C.S. §
15 7507. THE SECOND SENTENCE OF FORMER SECTION 306 IS SUPPLIED BY
16 NEW 15 PA.C.S. § 1306(A)(2). REQUIREMENT OF AN ABSOLUTE MAJORITY
17 VOTE OF THE BOARD OF DIRECTORS TO CHANGE THE REGISTERED OFFICE
18 IS SUPPLIED BY NEW 15 PA.C.S. § 1727. THE REFERENCE IN
19 SUBSECTION (B) TO CHANGE OF REGISTERED OFFICE BY AMENDMENT OF
20 THE ARTICLES HAS BEEN ADDED. EXECUTION OF THE STATEMENT OF
21 CHANGE OF REGISTERED OFFICE IS GOVERNED BY NEW 15 PA.C.S. §
22 1108. THE FINAL PARAGRAPH OF FORMER SECTION 307 IS SUPPLIED BY
23 NEW 15 PA.C.S. § 136(C). SUBSECTIONS (C) AND (D) ARE NEW.
24 15 PA.C.S. § 1508: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
25 NO.106), § 308 (15 P.S. § 1308). PATTERNED AFTER FORMER 15
26 PA.C.S. § 7508. SPECIFIC REFERENCE TO TEXT OF THE BYLAWS, AND
27 REQUIREMENT THAT CORPORATE RECORDS, OTHER THAN THE SHARE
28 REGISTER, BE KEPT AT THE REGISTERED OFFICE OR PRINCIPAL PLACE OF
29 BUSINESS OF THE CORPORATION, ARE OMITTED. THE LAST SENTENCE OF
30 SUBSECTION (A) IS PATTERNED AFTER REVISED MODEL BUSINESS
19870S1200B2515 - 699 -
1 CORPORATION ACT § 16.01(D) (1984) (SEE ALSO N.J.S.A. § 14A:5-
2 28(1)). THE REFERENCE IN PRIOR LAW TO VENUE IS SUPPLIED BY THE
3 DEFINITION OF "COURT" IN NEW 15 PA.C.S. § 1103. SEE ALSO NEW 15
4 PA.C.S. § 1554.
5 15 PA.C.S. § 1509: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
6 NO.106), § 321 (15 P.S. § 1321). REGULAR BYLAWS MAY RESTRICT
7 THE ADOPTION OF EMERGENCY BYLAWS, AND OFFICES OF THE CORPORATION
8 MAY BE CHANGED. SUBSECTION (A) IS PATTERNED IN PART AFTER
9 REVISED MODEL BUSINESS CORPORATION ACT § 3.03(D) (1984).
10 SUBSECTION (C)(2) IS PATTERNED AFTER THE LAST SENTENCE OF MODEL
11 BUSINESS CORPORATION ACT § 27A, LAST PARAGRAPH (1971) (SEE ALSO
12 N.J.S.A. § 14A:2-10(7)).
13 15 PA.C.S. § 1510: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
14 NO.106), § 313 (15 P.S. § 1313). PATTERNED AFTER FORMER 15
15 PA.C.S. § 7544. THE GENERAL REFERENCE TO THE LAWFUL RATE OF
16 INTEREST (RATHER THAN 6%) IS ADDED. THE REFERENCE IN SUBSECTION
17 (A) TO FINANCE, SERVICE AND DEFAULT CHARGES AND SUBSECTION (B)
18 ARE INTENDED, INTER ALIA, TO MAKE CLEAR THAT THE POLICY OF THIS
19 SECTION APPLIES TO INSTALLMENT SALE CONTRACTS SUBJECT TO THE ACT
20 OF JUNE 28, 1947 (P.L.1110, NO.476), KNOWN AS THE MOTOR VEHICLE
21 SALES FINANCE ACT (69 P.S. §§ 601 ET SEQ.) AND ALL OTHER
22 ECONOMIC REGULATION OF INTEREST PAID OR INCURRED BY BONA FIDE
23 CORPORATIONS.
24 15 PA.C.S. § 1511: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
25 NO.106), § 322 (15 P.S. § 1322), AND THE ACT OF NOVEMBER 26,
26 1978 (P.L.1375, NO.325), § 15 (32 P.S. § 693.15), AS
27 SUPPLEMENTED AS TO OXYGEN OR NITROGEN PIPELINE TRANSPORTATION BY
28 THE ACT OF NOVEMBER 18, 1968 (P.L.1050, NO.321), § 2 (15 P.S. §
29 4382). REFERENCE IN SUBSECTION (E) TO "OTHER STATUTES"
30 ELIMINATED AS OBSOLETE. REFERENCE IN SUBSECTION (F) TO
19870S1200B2515 - 700 -
1 "AGRICULTURAL" BASED ON ACT OF JUNE 30, 1981 (P.L.128, NO.43), §
2 13 (3 P.S. § 913). SUBSECTION (G)(2) IS DERIVED FROM ACT OF
3 APRIL 29, 1874 (P.L.73, NO.32), § 41 (15 P.S. §§ 3021-3) AND ACT
4 OF APRIL 17, 1929 (P.L.531, NO.234) §§ 1 AND 2 (15 P.S. §§ 115
5 AND 116) (SEE 40 P.S. §§ 831 AND 835). THE DISTANCE IN
6 SUBSECTION (B)(1)(I) IS CONVERTED FROM 300 FEET TO 100 METERS.
7 THE EMINENT DOMAIN CODE PROCEDURE IS MADE AVAILABLE AS AN
8 ALTERNATIVE TO THE "LINES" CONDEMNATION PROCEDURE OF THE
9 CORPORATION ACT OF 1874 AS TO ELECTRIC, UNDERGROUND TELEPHONE OR <--
10 TELEGRAPH, GAS, OIL AND PETROLEUM PRODUCTS CONDEMNATIONS, AND AS
11 A SUBSTITUTE FOR THE 1874 ACT PROCEDURE IN THE CASE OF WATER AND <--
12 AERIAL, TELEPHONE AND TELEGRAPH CONDEMNATIONS.
13 15 PA.C.S. § 1521: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
14 NO.106), § 601 (15 P.S. § 1601). THE FOURTH SENTENCE OF FORMER
15 SECTION 601 IS OMITTED. WHETHER OR NOT A CLASS VOTE WILL BE
16 AVAILABLE TO A SERIES OF SHARES WILL DEPEND ON THE SUBSTANTIVE
17 EFFECT OF ANY PARTICULAR FUNDAMENTAL TRANSACTION ON THE SERIES.
18 THE PENULTIMATE SENTENCE OF FORMER SECTION 601 IS OMITTED IN
19 LIGHT OF 15 PA.C.S. § 1721(A). THE LAST SENTENCE OF FORMER
20 SECTION 601 IS OMITTED AS REDUNDANT. THE LAST SENTENCE OF
21 SUBSECTION (A) IS PATTERNED AFTER NEW YORK BUSINESS CORPORATION
22 LAW § 803(B). SUBSECTION (B)(1) IS NEW AND, EXCEPT FOR THE
23 SECOND SENTENCE OF SUBSECTION (B)(1)(I), IS PATTERNED AFTER
24 REVISED MODEL BUSINESS CORPORATION ACT § 6.01(C) (1984). THE
25 SECOND SENTENCE OF SUBSECTION (B)(1)(I) IS SUBSTANTIALLY A
26 REENACTMENT OF ACT OF MAY 5, 1933 (P.L.364, NO.106), § 701A
27 (SECOND SENTENCE) (15 P.S. § 1701A (SECOND SENTENCE)). SEE ALSO
28 NEW 15 PA.C.S. § 1906. SUBSECTION (B)(2) IS NEW (CF. SIMILAR
29 PROVISIONS ADDED IN NEW 15 PA.C.S. CH.19). THE FIRST SENTENCE OF
30 SUBSECTION (B)(3) IS INTENDED AS A CODIFICATION OF EXISTING LAW.
19870S1200B2515 - 701 -
1 WEST CHESTER AND PHILADELPHIA R.R. CO. V. JACKSON, 77 PA. 321
2 (1875) (DIVIDENDS); WARREN V. QUEEN & CO., 240 PA. 154, 87 AT.
3 595 (1913) (REDEMPTION). SUBSECTION (C) IS NEW (CF. NEW 15
4 PA.C.S § 1504(B)).
5 15 PA.C.S. § 1522: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
6 NO.106), § 602 (15 P.S. § 1602). PATTERNED AFTER N.J.S.A. §
7 14A:7-2. SEE NEW 15 PA.C.S. § 1914(C). EXECUTION OF THE
8 STATEMENT WITH RESPECT TO SHARES IS GOVERNED BY NEW 15 PA.C.S. §
9 1108. SUBSECTIONS (C)(5) AND (E) ARE NEW.
10 15 PA.C.S. § 1523: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
11 NO.106), § 603 (15 P.S. § 1603). PROVISIONS ON THE PAYMENT OF
12 SUBSCRIPTIONS ARE SUPPLIED BY NEW 15 PA.C.S. § 1524. REFERENCE
13 TO TREASURY SHARES OMITTED SINCE THE SALE OR OTHER DISPOSITION
14 OF TREASURY SHARES IS INCLUDED IN THE DEFINITION OF "ISSUE" IN
15 15 PA.C.S. § 1103 AND IS THEREFORE COVERED BY THIS SECTION.
16 UNDER NEW 15 PA.C.S. § 1524(C), ALL SHARES ARE DEEMED FULLY
17 PAID. FORMER SUBSECTIONS B AND C ARE OMITTED AS OBSOLETE.
18 15 PA.C.S. § 1524: SUBSECTIONS (A) AND (C) ARE DERIVED FROM
19 ACT OF MAY 5, 1933 (P.L.364, NO.106), §§ 604, 605, 606 AND 610
20 (15 P.S. §§ 1604, 1605, 1606 AND 1610). THE REFERENCES TO FUTURE
21 SERVICES OR THE NOTE OR OBLIGATION OF A SHAREHOLDER AS GOOD
22 CONSIDERATION ARE NEW. CALLS ON SHARES ARE ABOLISHED AND ALL
23 SHARES ARE DEEMED FULLY PAID, EXCEPT AGAINST THE SUBSCRIBER, BUT
24 SHARES MAY BE ASSESSABLE ONLY IF AND TO THE EXTENT PROVIDED BY A
25 REGULATORY LAW. SUBSECTION (B) IS DERIVED FROM ACT OF MAY 5,
26 1933 (P.L.364, NO.106), § 702.1 (15 P.S. § 1702.1). SUBSECTION
27 (D) IS NEW (CF. THE DEFINITIONS OF "SHAREHOLDER" AND
28 "SUBSCRIBER" IN NEW 15 PA.C.S. § 1103). SUBSECTION (E) IS NEW.
29 15 PA.C.S. § 1525: SUBSECTIONS (A), (B) AND (C) ARE A
30 REENACTMENT OF ACT OF MAY 5, 1933 (P.L.364, NO.106), § 611A
19870S1200B2515 - 702 -
1 (EXCEPT CLAUSE(2)), D AND E (15 P.S. § 1611A, D AND E).
2 SUBSECTIONS (D) AND (E) DERIVED FROM ACT OF MAY 5, 1933
3 (P.L.364, NO.106), § 612 (15 P.S. § 1612).
4 15 PA.C.S. § 1526: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
5 NO.106), § 609 (FIRST SENTENCE) (15 P.S. § 1609 (FIRST
6 SENTENCE)). THE BALANCE OF FORMER SECTION 609 IS OMITTED AS
7 OBSOLETE.
8 15 PA.C.S. § 1527: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
9 NO.106), § 608 (15 P.S. § 1608). PROVISION FOR UNCERTIFICATED
10 FRACTIONS OF A SHARE HAS BEEN ADDED (CF. NEW 15 PA.C.S. §
11 1528(F)). SUBSECTION (A) IS PATTERNED AFTER DELAWARE GENERAL
12 CORPORATION LAW § 155 (FIRST THREE SENTENCES). REFERENCE TO
13 "FAIR VALUE" IN SUBSECTION (A)(2) IS NOT INTENDED TO IMPLY THAT
14 THE PROCEDURES OF NEW SUBCHAPTER 15D ARE AVAILABLE SINCE FAIR
15 VALUE IS TO BE DETERMINED IN THE MANNER PROVIDED IN THE PLAN,
16 AMENDMENT OR RESOLUTION OF THE BOARD PROVIDING FOR THE CREATION
17 OF THE FRACTIONAL INTERESTS, BUT IT IS INTENDED THAT THE
18 STANDARD FOR FAIR VALUE IN NEW 15 PA.C.S. § 1572 WILL APPLY.
19 SUBSECTION (B) IS SUBSTANTIALLY A REENACTMENT OF THE LAST
20 SENTENCE OF FORMER SECTION 608. SEE 15 PA.C.S. § 1502(C).
21 15 PA.C.S. § 1528: SUBSECTION (A) IS NEW. SUBSECTIONS (B) -
22 (E) ARE DERIVED FROM ACT OF MAY 5, 1933 (P.L.364, NO.106), § 607
23 (15 P.S. § 1607). FORMER SUBSECTION A(4) AND FORMER SUBSECTION C
24 ARE OMITTED AS OBSOLETE. REFERENCE TO VOTING RIGHTS IN
25 SUBSECTION (D) AND THE USE OF ANY FORM OF EXECUTION OF A SHARE
26 CERTIFICATE IN SUBSECTION (E) ARE NEW. SUBSECTION (F) IS
27 PATTERNED AFTER REVISED MODEL BUSINESS CORPORATION ACT §§
28 6.25(A) AND 6.26 (1984).
29 15 PA.C.S. § 1529: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
30 NO.106), §§ 613A AND 613.1 (15 P.S. §§ 1613A AND 1613.1).
19870S1200B2515 - 703 -
1 PROVISIONS REGARDING UNCERTIFICATED SECURITIES IN SUBSECTION (F)
2 ARE NEW (CF. NEW 15 PA.C.S. § 1528(F)).
3 15 PA.C.S. § 1530: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
4 5, 1933 (P.L.364, NO.106), § 611A(2), B AND C (15 P.S. §
5 1611A(2), B AND C).
6 15 PA.C.S. § 1531: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
7 NO.106), § 309.1 (15 P.S. § 1309.1). PATTERNED AFTER FORMER 15
8 PA.C.S. § 7768. SEE NEW 15 PA.C.S. § 1725(B) 1725(C). <--
9 15 PA.C.S. § 1532: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
10 5, 1933 (P.L.364, NO.106), § 615 (15 P.S. § 1615), EXCEPT THAT
11 THE APPLICABILITY TO DIVISIONS IS NEW (CF. NEW 15 PA.C.S.
12 CH.19D).
13 15 PA.C.S. § 1551: PATTERNED IN PART AFTER REVISED MODEL
14 BUSINESS CORPORATION ACT § 6.40 (1984). SUBSECTION (E) PATTERNED
15 AFTER REVISED MODEL BUSINESS CORPORATION ACT § 6.40(G) (1987).
16 COMPARE ACT OF MAY 5, 1933 (P.L.364, NO.106), §§ 702 AND 703 (15
17 P.S. §§ 1702 AND 1703). SUBSECTIONS (C) AND (D) ARE INTENDED TO
18 OVERRULE IN RE TRIMBLE CO., 339 F.2D 838 (3D CIR. 1964).
19 15 PA.C.S. § 1552: PATTERNED IN PART AFTER REVISED MODEL
20 BUSINESS CORPORATION ACT § 6.31 (1984). COMPARE ACT OF MAY 5,
21 1933 (P.L.364, NO.106), §§ 701, 708 AND 709 (15 P.S. §§ 1701,
22 1708 AND 1709).
23 15 PA.C.S. § 1553: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
24 NO.106), § 707 (15 P.S. § 1707) AND ACT NO. 1986-145. PATTERNED
25 IN PART AFTER REVISED MODEL BUSINESS CORPORATION ACT § 8.33
26 (1984), EXCEPT THAT A RESTRICTION ON THE DECLARATION OF
27 DISTRIBUTIONS BY THE DIRECTORS MAY BE CONTAINED IN THE BYLAWS.
28 15 PA.C.S. § 1554: SUBSECTION (A) IS DERIVED FROM ACT OF MAY
29 5, 1933 (P.L.364, NO.106), § 318 (15 P.S. § 1318); AND IS
30 PATTERNED IN PART AFTER REVISED MODEL BUSINESS CORPORATION ACT §
19870S1200B2515 - 704 -
1 16.20 (1984). SUBSECTIONS (B), (C) AND (D) ARE NEW.
2 15 PA.C.S. § 1571: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
3 NO.106), §§ 311F AND 515A, L AND M (15 P.S. §§ 1311F AND 1515A,
4 L AND M). SUBSECTION (A) IS PATTERNED IN PART AFTER MODEL
5 BUSINESS CORPORATION ACT § 80(A) (1978). SUBSECTION (B)(1)
6 REFLECTS THE EXPANSION OF THE EXCLUSION IN THE DELAWARE GENERAL
7 CORPORATION LAW TO COVER ALL NATIONAL SECURITIES EXCHANGES AND
8 TO REDUCE THE NUMBER OF SHAREHOLDERS FROM 2,500 TO 2,000. SEE
9 DELAWARE GENERAL CORPORATION LAW § 262(B)(1). SUBSECTION (B)(3)
10 IS BROADENED TO ELIMINATE DISSENTERS RIGHTS ON ALL "DE FACTO
11 MERGER" PURCHASES OF SHARES, PROPERTY OR ASSETS AND IS INTENDED
12 TO OVERRULE FOOTNOTE SEVEN OF TERRY V. PENN CENTRAL CORP., 668
13 F.2D 188, 194 (3RD CIR. 1981) (SEE NEW 15 PA.C.S. § 1904).
14 15 PA.C.S. § 1572: PATTERNED AFTER MODEL BUSINESS
15 CORPORATION ACT § 81(A) (1978). THE REFERENCE TO CONSIDERATION
16 OF ALL RELEVANT FACTORS IN THE DEFINITION OF "FAIR VALUE" IS
17 PATTERNED AFTER DELAWARE GENERAL CORPORATION LAW § 262(H), AND
18 IS INTENDED AS A CODIFICATION OF WEINBERGER V. UOP, INC., 457
19 A.2D 701 (DEL. 1983). THE DEFINITION OF "INTEREST" IS PATTERNED
20 AFTER DELAWARE GENERAL CORPORATION LAW § 262(H).
21 15 PA.C.S. § 1573: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
22 NO.106), § 515B (FOURTH SENTENCE) (15 P.S. § 1515B (FOURTH
23 SENTENCE)). PATTERNED AFTER MODEL BUSINESS CORPORATION ACT §
24 80(B) (1978).
25 15 PA.C.S. § 1574: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
26 NO.106), § 515B (15 P.S. § 1515B). PATTERNED IN PART AFTER MODEL
27 BUSINESS CORPORATION ACT § 81(C) (1980).
28 15 PA.C.S. § 1575: PATTERNED AFTER MODEL BUSINESS
29 CORPORATION ACT § 81(D) (1978).
30 15 PA.C.S. § 1576: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
19870S1200B2515 - 705 -
1 NO.106), § 515I (15 P.S. § 1515I). PATTERNED AFTER MODEL
2 BUSINESS CORPORATION ACT § 81(E) (1978).
3 15 PA.C.S. § 1577: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
4 NO.106), § 515D, E AND I (15 P.S. § 1515D, E AND I). PATTERNED
5 IN PART AFTER MODEL BUSINESS CORPORATION ACT § 81(F) (1978) AND
6 DELAWARE GENERAL CORPORATION LAW § 262.
7 15 PA.C.S. § 1578: PATTERNED IN PART AFTER MODEL BUSINESS
8 CORPORATION ACT § 81(G) (1978).
9 15 PA.C.S. § 1579: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
10 NO.106), §§ 515C, F AND G (15 P.S. §§ 1515C, F AND G). PATTERNED
11 IN PART AFTER MODEL BUSINESS CORPORATION ACT § 81(H) (1978).
12 15 PA.C.S. § 1580: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
13 NO.106), § 515H (15 P.S. § 1515H) AND 42 PA.C.S. § 2503.
14 PATTERNED AFTER MODEL BUSINESS CORPORATION ACT § 81(I) (1978).
15 15 PA.C.S. § 1701: PATTERNED AFTER FORMER 15 PA.C.S. § 7701.
16 15 PA.C.S. § 1702: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
17 NO.106), §§ 8A, 404 (LAST SENTENCE) AND 502 (LAST SENTENCE) (15
18 P.S. §§ 1008A, 1404 (LAST SENTENCE) AND 1502 (LAST SENTENCE)).
19 PATTERNED AFTER FORMER 15 PA.C.S. § 7702. THE LAST CLAUSE OF
20 SUBSECTION (B) IS PATTERNED IN PART AFTER DELAWARE GENERAL
21 CORPORATION LAW § 222(C).
22 15 PA.C.S. § 1703: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
23 5, 1933 (P.L.364, NO.106), §§ 402(4) AND 404 (EXCEPT LAST
24 SENTENCE) (15 P.S. §§ 1402(4) AND 1404 (EXCEPT LAST SENTENCE)).
25 PATTERNED AFTER FORMER 15 PA.C.S. § 7704.
26 15 PA.C.S. § 1704: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
27 NO.106), §§ 8A (LAST SENTENCE), 501A, 501C (EXCEPT FIRST
28 SENTENCE) AND 502 (FIRST SENTENCE) (15 P.S. §§ 1008A (LAST
29 SENTENCE), 1501A, 1501C (EXCEPT FIRST SENTENCE) AND 1502 (FIRST
30 SENTENCE)). PATTERNED AFTER FORMER 15 PA.C.S. § 7705.
19870S1200B2515 - 706 -
1 15 PA.C.S. § 1705: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
2 5, 1933 (P.L.364, NO.106), § 8B AND C (15 P.S. § 1008B AND C).
3 PATTERNED AFTER FORMER 15 PA.C.S. § 7706. REFERENCE TO
4 ATTENDANCE BY PROXY APPEARS IN NEW 15 PA.C.S. § 1759(A)(2). THE
5 REQUIREMENT IN SUBSECTION (B) THAT OBJECTION BE MADE AT THE
6 BEGINNING OF THE MEETING IS NEW.
7 15 PA.C.S. § 1706: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
8 NO.106), § 8D (15 P.S. § 1008D). PATTERNED AFTER FORMER 15
9 PA.C.S. § 7707.
10 15 PA.C.S. § 1707: SUBSECTION (A) IS PATTERNED AFTER 15
11 PA.C.S. § 7708. SUBSECTION (B) IS NEW.
12 15 PA.C.S. § 1708: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
13 NO.106), § 8E (15 P.S. § 1008E). THE REFERENCE IN SECTION 8E TO
14 COMMITTEES OF THE BOARD HAS BEEN DELETED IN LIGHT OF NEW 15
15 PA.C.S. § 1731(C). PATTERNED AFTER FORMER 15 PA.C.S. § 7709. THE
16 REQUIREMENT OF AN ENABLING BYLAW PROVISION IS OMITTED.
17 15 PA.C.S. § 1721: SUBSECTION (A) IS DERIVED FROM ACT OF MAY
18 5, 1933 (P.L.364, NO.106), § 401 (FIRST SENTENCE) (15 P.S. §
19 1401 (FIRST SENTENCE)), AND PATTERNED AFTER REVISED MODEL
20 BUSINESS CORPORATION ACT § 8.01 (B) (1984). SUBSECTIONS (B), (C)
21 AND (D) ARE A REENACTMENT (AS TO BUSINESS CORPORATIONS) OF 42
22 PA.C.S. § 8363. SUBSECTION (E) IS SUBSTANTIALLY A REENACTMENT
23 (AS TO BUSINESS CORPORATIONS) OF 42 PA.C.S. § 8364. SUBSECTION
24 (F) IS PATTERNED AFTER REVISED MODEL BUSINESS CORPORATION ACT §§ <--
25 8.24(D) AND 8.30 § 8.24(D) (1984), EXCEPT THAT THE LAST SENTENCE
26 IS DERIVED FROM S.B. 943 (P.N.2271).
27 15 PA.C.S. § 1722: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
28 NO.106), §§ 401 (FIRST SENTENCE) AND 402 (FIRST SENTENCE) (15
29 P.S. §§ 1401 (FIRST SENTENCE) AND 1402 (FIRST SENTENCE)).
30 PATTERNED AFTER FORMER 15 PA.C.S. § 7722.
19870S1200B2515 - 707 -
1 15 PA.C.S. § 1723: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
2 NO.106), § 402 (SECOND SENTENCE AND PARAGRAPH (2)) (15 P.S. §
3 1402 (SECOND SENTENCE AND PARAGRAPH (2))). PATTERNED AFTER
4 FORMER 15 PA.C.S. § 7723. THE REQUIREMENT OF A MINIMUM SIZE OF
5 THE BOARD IS OMITTED.
6 15 PA.C.S. § 1724: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
7 NO.106), §§ 401 (SECOND SENTENCE), 402(1) AND 403 (EXCEPT FIRST
8 AND LAST SENTENCES) (15 P.S. §§ 1401 (SECOND SENTENCE), 1402(1)
9 AND 1403 (EXCEPT FIRST AND LAST SENTENCES)). PATTERNED AFTER
10 FORMER 15 PA.C.S. § 7724. THE RESTRICTIONS THAT THE FIRST
11 DIRECTORS MAY SERVE ONLY UNTIL THE FIRST ANNUAL MEETING AND THAT
12 MEMBERS OF A CLASS OF DIRECTORS SHALL NOT BE ELECTED FOR A
13 PERIOD SHORTER THAN ONE YEAR ARE OMITTED. THE LAST SENTENCE OF
14 SUBSECTION (A) IS PATTERNED AFTER REVISED MODEL BUSINESS
15 CORPORATION ACT § 8.05(C) (1984).
16 15 PA.C.S. § 1725: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
17 NO.106), §§ 401 (THIRD SENTENCE), 402 (FIRST SENTENCE), 402(3)
18 AND 403 (FIRST SENTENCE) (15 P.S. §§ 1401 (THIRD SENTENCE), 1402
19 (FIRST SENTENCE), 1402(3) AND 1403 (FIRST SENTENCE)). PATTERNED
20 AFTER FORMER 15 PA.C.S. § 7725. THE REFERENCE TO A SOLE
21 REMAINING DIRECTOR IN SUBSECTION (B)(1)(I) IS NEW. THE LAST
22 CLAUSE OF SUBSECTION (B)(1)(I) REVERSES THE PRIOR LAW.
23 SUBSECTION (B)(1)(II) AND SUBSECTIONS (C) AND (D) ARE NEW.
24 SUBSECTION (B)(2) IS PATTERNED AFTER DELAWARE GENERAL
25 CORPORATION LAW § 223(B).
26 15 PA.C.S. § 1726: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
27 NO.106), § 405 (15 P.S. § 1405). PATTERNED AFTER FORMER 15
28 PA.C.S. § 7726. THE INTRODUCTORY CLAUSES OF SUBSECTIONS (A)(1)
29 AND (B) AND ALL OF SUBSECTION (A)(2) AND (4) ARE ADDED.
30 PROVISION IN SUBSECTION (A)(1) THAT DIRECTORS MAY BE REMOVED BY
19870S1200B2515 - 708 -
1 VOTE OF THE CLASS OR SERIES OF SHARES ENTITLED TO ELECT THEM IS
2 PATTERNED AFTER DELAWARE GENERAL CORPORATION LAW § 141(K). SEE
3 ALSO MD. CORPS. AND ASS'NS CODE ANN. § 2-406(B). THE LAST
4 SENTENCE OF SUBSECTION (A)(1) IS PATTERNED AFTER DELAWARE
5 GENERAL CORPORATION LAW § 141(K)(I). IN SUBSECTION (B)
6 CONVICTION OF A CRIME PUNISHABLE BY IMPRISONMENT FOR MORE THAN
7 ONE YEAR IS SUBSTITUTED FOR CONVICTION OF A FELONY (CF. 18
8 PA.C.S. § 106), AND A REQUIREMENT FOR CAUSE SPECIFIED IN THE
9 BYLAWS IS ADDED. IN SUBSECTION (C) THE REFERENCES TO PETITION <--
10 APPLICATION BY A DIRECTOR AND TO REMOVAL FOR OTHER PROPER CAUSE
11 ARE NEW. THE LAST CLAUSE OF SUBSECTION (C) SUBSTITUTES FOR THE
12 PRIOR REQUIREMENT THAT A PETITIONING SHAREHOLDER HOLD AT LEAST A
13 10% STOCK INTEREST. THE REFERENCE IN PRIOR LAW TO VENUE IS
14 SUPPLIED BY THE DEFINITION OF "COURT" IN NEW 15 PA.C.S. § 1103.
15 SUBSECTION (D) IS PATTERNED AFTER N.J.S.A. § 14A:6-6(5).
16 15 PA.C.S. § 1727: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
17 NO.106), § 402(5) AND 402(7) (15 P.S. § 1402(5) AND (7)).
18 PATTERNED AFTER FORMER 15 PA.C.S. § 7727. THE INTRODUCTORY
19 CLAUSES OF SUBSECTIONS (A) AND (B) ARE ADDED. THE WORDS "AND
20 VOTING" IN SUBSECTION (A) ARE ADDED. THE REFERENCE IN SUBSECTION
21 (B) TO CONSENTS PRIOR OR SUBSEQUENT TO AN ACTION IS ADDED. THE
22 REFERENCE TO ACTION BY A COMMITTEE OF THE BOARD APPEARS IN NEW
23 15 PA.C.S. § 1731(C).
24 15 PA.C.S. § 1728: SUBSECTIONS (A) AND (B) ARE SUBSTANTIALLY
25 A REENACTMENT OF ACT OF MAY 5, 1933 (P.L.364, NO.106), § 409.1 A <--
26 AND B (15 P.S. § 1409.1) 1409.1 A AND B), AND ARE PATTERNED <--
27 AFTER FORMER 15 PA.C.S. § 7728(A) AND (B), EXCEPT THAT THE
28 REFERENCE IN SUBSECTION (A) TO AN "OTHER" INTEREST IS ADDED, AND
29 THE VOTING PROCEDURE IN SUBSECTION (A)(1) IS CLARIFIED. THE
30 STANDARD OF CONDUCT FOR THE BOARD APPEARS IN NEW 15 PA.C.S. §
19870S1200B2515 - 709 -
1 1721(B). SUBSECTION (C) IS PATTERNED AFTER FORMER 15 PA.C.S. §
2 7728(C).
3 15 PA.C.S. § 1729: PATTERNED AFTER FORMER 15 PA.C.S. § 7729.
4 15 PA.C.S. § 1730: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
5 5, 1933 (P.L.364, NO.106), § 401 (PENULTIMATE AND LAST
6 SENTENCES) (15 P.S. § 1401 (PENULTIMATE AND LAST SENTENCES)).
7 PATTERNED AFTER FORMER 15 PA.C.S. § 7730.
8 15 PA.C.S. § 1731: SUBSECTION (A) IS DERIVED FROM ACT OF MAY
9 5, 1933 (P.L.364, NO.106), § 402(6) (15 P.S. § 1402(6)), AND IS
10 PATTERNED AFTER FORMER 15 PA.C.S. § 7731(A). THE REQUIREMENT
11 THAT COMMITTEES MUST BE ESTABLISHED BY AT LEAST THE SPECIFIED
12 MAJORITY OF THE DIRECTORS IS ADDED. THE RESTRICTIONS IN
13 SUBSECTION (A)(1) ARE ADDED. SUBSECTION (B) IS PATTERNED AFTER
14 FORMER 15 PA.C.S. § 7731(B). SUBSECTION (C) IS PATTERNED AFTER
15 THE PENULTIMATE AND LAST SENTENCES OF THE DEFINITION OF "BOARD
16 OF DIRECTORS" IN FORMER 15 PA.C.S. § 7103.
17 15 PA.C.S. § 1732: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
18 NO.106), §§ 406 AND 408 (15 P.S. §§ 1406 AND 1408) § 406 (15 <--
19 P.S. § 1406). PATTERNED AFTER FORMER 15 PA.C.S. § 7732. THE
20 REQUIREMENT THAT A CORPORATION HAVE A PRESIDENT, SECRETARY AND
21 TREASURER, BY NAME, IS OMITTED. THE REFERENCE IN THE SIXTH <--
22 SEVENTH SENTENCE OF SUBSECTION (A) TO ELECTION OR APPOINTMENT IN
23 A MANNER OR FOR A TERM FIXED PURSUANT TO THE BYLAWS IS ADDED.
24 THE SEVENTH, EIGHTH AND NINTH EIGHTH, NINTH AND TENTH SENTENCES <--
25 OF SUBSECTION (A) ARE NEW. THE POWERS OF THE BOARD OF DIRECTORS
26 TO ELECT AND FIX THE COMPENSATION OF OFFICERS AND FILL VACANCIES
27 APPEAR IN NEW 15 PA.C.S. § 1502(A)(16).
28 15 PA.C.S. § 1733: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
29 NO.106), § 407 (15 P.S. § 1407). PATTERNED AFTER FORMER 15
30 PA.C.S. § 7733. THE STANDARD OF CONDUCT OF THE BOARD OF
19870S1200B2515 - 710 -
1 DIRECTORS APPEARS IN 42 PA.C.S. § 8363 AND NEW 15 PA.C.S. §§ 511
2 AND 1721. THE LAST TWO SENTENCES ARE PATTERNED AFTER REVISED
3 MODEL BUSINESS CORPORATION ACT § 8.44 (1984).
4 15 PA.C.S. § 1741: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
5 5, 1933 (P.L.364, NO.106), § 410A (15 P.S. § 1410A), EXCEPT THAT
6 THE INTRODUCTORY CLAUSE IS NEW (BUT SEE NEW 15 PA.C.S. § 1743).
7 PATTERNED AFTER FORMER 15 PA.C.S. § 7741.
8 15 PA.C.S. § 1742: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
9 5, 1933 (P.L.364, NO.106), § 410B (15 P.S. § 1410B), EXCEPT THAT
10 THE INTRODUCTORY CLAUSE IS NEW (BUT SEE NEW 15 PA.C.S. § 1743).
11 PATTERNED AFTER FORMER 15 PA.C.S. § 7742.
12 15 PA.C.S. § 1743: REENACTMENT OF ACT OF MAY 5, 1933
13 (P.L.364, NO.106), § 410C (15 P.S. § 1410C). PATTERNED AFTER
14 FORMER 15 PA.C.S. § 7743.
15 15 PA.C.S. § 1744: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
16 5, 1933 (P.L.364, NO.106), § 410D (15 P.S. § 1410D). PATTERNED
17 AFTER FORMER 15 PA.C.S. § 7744.
18 15 PA.C.S. § 1745: REENACTMENT (AS TO BUSINESS CORPORATIONS)
19 OF 42 PA.C.S. § 8365(D). THE DETERMINATION TO ADVANCE EXPENSES
20 MAY BE MADE BY THE BOARD, SUBJECT TO THE GENERALLY APPLICABLE
21 STANDARD OF CARE (SEE 42 PA.C.S. § 8363 AND NEW 15 PA.C.S. §§
22 511 AND 1721).
23 15 PA.C.S. § 1746: SUBSTANTIALLY A REENACTMENT (AS TO
24 BUSINESS CORPORATIONS) OF 42 PA.C.S. § 8365(A), (B) AND (C).
25 15 PA.C.S. § 1747: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
26 NO.106), § 410G (15 P.S. § 1410G). PATTERNED AFTER FORMER 15
27 PA.C.S. § 7747. THE INTRODUCTORY CLAUSE OF SUBSECTION (A) IS <--
28 NEW. THE FINAL SENTENCE OF SUBSECTION (A) IS INTENDED TO <--
29 OVERRULE NATIONWIDE MUTUAL INS. CO. V. HASSINGER, 325 PA. SUPER.
30 484, 473 A.2D 171 (1984), INSOFAR AS IT RELATES TO THE PURCHASE
19870S1200B2515 - 711 -
1 AND MAINTENANCE OF INSURANCE COVERAGE UNDER THIS SECTION AGAINST
2 INTENTIONAL ACTS.
3 15 PA.C.S. § 1748: PATTERNED AFTER FORMER 15 PA.C.S. § 7748.
4 15 PA.C.S. § 1749: PATTERNED AFTER DELAWARE GENERAL
5 CORPORATION LAW § 145(I).
6 15 PA.C.S. § 1750: SUBSTANTIALLY A REENACTMENT (AS TO
7 BUSINESS CORPORATIONS) OF 42 PA.C.S. § 8365(E). SEE ALSO ACT OF
8 MAY 5, 1933 (P.L.364, NO.106), § 410F (15 P.S. § 1410F).
9 15 PA.C.S. § 1755: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
10 NO.106), § 501B, C AND D (15 P.S. § 1501B, C AND D). PATTERNED
11 AFTER FORMER 15 PA.C.S. § 7755. THE RIGHT OF A SHAREHOLDER TO
12 CALL THE ANNUAL MEETING AS SET FORTH IN THE TEXT IS SUBSTITUTED
13 FOR THE RIGHT TO CALL THE MEETING DURING THE NEXT CALENDAR YEAR.
14 THE RIGHT OF THE PRESIDENT TO CALL A SPECIAL MEETING IS OMITTED.
15 REQUIREMENTS ON NOTICE OF SPECIAL MEETINGS APPEAR IN NEW 15
16 PA.C.S. § 1704(B).
17 15 PA.C.S. § 1756: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
18 NO.106), § 503A (15 P.S. § 1503A). PATTERNED IN PART AFTER
19 FORMER 15 PA.C.S. § 7756. SUBSECTION (B)(2) IS ADDED.
20 15 PA.C.S. § 1757: SUBSECTIONS (A) AND (B) ARE DERIVED FROM
21 ACT OF MAY 5, 1933 (P.L.364, NO.106), § 503A(1) AND B (15 P.S. §
22 1503A(1) AND B), AND ARE PATTERNED AFTER FORMER 15 PA.C.S. §
23 7757. SUBSECTION (C) IS NEW. AS TO SUBSECTION (A), SEE SECTION
24 304(A)(2) OF THE ACT OF , 1988 (P.L. , NO. ),
25 KNOWN AS THE GENERAL ASSOCIATION ACT OF 1988 (15 P.S. § ).
26 15 PA.C.S. § 1758: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
27 NO.106), §§ 403 (LAST SENTENCE), 504A (FIRST SENTENCE), 504B AND
28 505 (15 P.S. § 1403 (LAST SENTENCE), 1504A (FIRST SENTENCE),
29 1504B AND 1505). PATTERNED IN PART AFTER FORMER 15 PA.C.S. §
30 7758. THE LAST SENTENCE OF SUBSECTION (A) IS INTENDED AS A
19870S1200B2515 - 712 -
1 CODIFICATION OF EXISTING LAW. DETWILER V. COMMONWEALTH EX REL.
2 DICKINSON, 131 PA. 614, 18 AT. 990 (1890); PROVIDENCE &
3 WORCESTER CO. V. BAKER, 378 A.2D 121, 3 ALR4TH 1198 (DEL. 1977).
4 COMPARE, E.G., ACT OF JUNE 16, 1836 (P.L.799, NO.193), § 3 AND
5 ACT OF APRIL 7, 1849 (P.L.563, NO.368), § 4, WHICH MANDATED SUCH
6 PROVISIONS. THE PROVISION OF PRIOR LAW PROHIBITING A STATUTORY
7 CLOSE CORPORATION FROM VARYING THE STATUTORY CUMULATIVE VOTING
8 RIGHTS HAS BEEN OMITTED. THE PROVISION OF PRIOR LAW RELATING TO
9 SALE OF VOTES HAS BEEN OMITTED AS UNCERTAIN AND INAPPROPRIATE IN
10 THE CONTEXT OF A MODERN CORPORATION FOR PROFIT.
11 15 PA.C.S. § 1759: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
12 NO.106), § 504A (15 P.S. § 1504A). PATTERNED IN PART AFTER
13 FORMER 15 PA.C.S. § 7759. DURATIONAL LIMITS ON PROXIES
14 ELIMINATED. SEE DELAWARE GENERAL CORPORATION LAW § 212. THE
15 REFERENCE IN SUBSECTION (B) TO WRITTEN NOTICE OF REVOCATION OF A
16 PROXY IS NEW.
17 15 PA.C.S. § 1760: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
18 NO.106), § 506 (15 P.S. § 1506). SEE NEW 15 PA.C.S. § 1759 AS TO
19 PROXY VOTING.
20 15 PA.C.S. § 1761: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
21 5, 1933 (P.L.364, NO.106), § 507 (15 P.S. § 1507).
22 15 PA.C.S. § 1762: SUBSECTIONS (A) AND (B) ARE DERIVED FROM
23 ACT OF MAY 5, 1933 (P.L.364, NO.106), § 508 (15 P.S. § 1508),
24 AND ARE PATTERNED AFTER FORMER 15 PA.C.S. § 7760. PROVISION ON
25 VOTING TREASURY SHARES IS OMITTED AND SUBSECTION (C) IS ADDED IN
26 VIEW OF THE ELIMINATION OF REFERENCES TO TREASURY SHARES (CF.
27 NEW 15 PA.C.S. § 1552). AS TO SUBSECTION (C), SEE SECTION
28 304(A)(2) OF THE ACT OF , 1988 (P.L. , NO. ),
29 KNOWN AS THE GENERAL ASSOCIATION ACT OF 1988 (15 P.S. § ).
30 15 PA.C.S. § 1763: SUBSECTION (A) IS DERIVED FROM ACT OF MAY
19870S1200B2515 - 713 -
1 5, 1933 (P.L.364, NO.106), § 509 (15 P.S. § 1509), AND IS
2 PATTERNED AFTER FORMER 15 PA.C.S. § 7761(A). THE CONCEPT OF THE
3 CLOSING OF THE TRANSFER BOOKS IS OMITTED AS OBSOLETE. THE
4 INTRODUCTORY CLAUSE OF SUBSECTION (A) IS ADDED AND THE MAXIMUM
5 RECORD DATE PERIOD IS EXTENDED. THE LAST SENTENCE OF SUBSECTION
6 (A) IS PATTERNED AFTER DELAWARE GENERAL CORPORATION LAW §
7 213(C). SUBSECTION (B) IS PATTERNED AFTER FORMER 15 PA.C.S. §
8 7761(B) AND DELAWARE GENERAL CORPORATION LAW § 213(B).
9 SUBSECTION (C) IS PATTERNED AFTER THE DEFINITION OF
10 "SHAREHOLDER" IN MODEL BUSINESS CORPORATION ACT § 2(F) (1973).
11 15 PA.C.S. § 1764: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
12 NO.106), § 510 (15 P.S. § 1510). SUBSECTION (A) IS PATTERNED IN
13 PART AFTER MODEL BUSINESS CORPORATION ACT § 31, FIRST PARAGRAPH
14 (1971). THE FIRST SENTENCE OF SUBSECTION (B) IS PATTERNED AFTER
15 N.J.S.A. § 14A:5-8(2) (LAST SENTENCE). SEE NEW 15 PA.C.S. § 1759
16 AS TO VOTING BY PROXY.
17 15 PA.C.S. § 1765: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
18 NO.106), § 512 (15 P.S. § 1512). PATTERNED AFTER FORMER 15
19 PA.C.S. § 7762. REQUIRED VOTE FOR SHAREHOLDER ACTION APPEARS IN
20 NEW 15 PA.C.S. § 1757(A) AND REFERENCE TO ATTENDANCE BY PROXY
21 APPEARS IN NEW 15 PA.C.S. § 1759.
22 15 PA.C.S. § 1766: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
23 NO.106), § 513 (15 P.S. § 1513). PATTERNED AFTER FORMER 15
24 PA.C.S. § 7763. THE REFERENCE IN SUBSECTION (A) TO CONSENTS
25 PRIOR OR SUBSEQUENT TO ACTION IS ADDED. SUBSECTION (B) IS
26 PATTERNED AFTER DELAWARE GENERAL CORPORATION LAW § 228 AND
27 N.J.S.A. § 14A:5-6(2). THE REFERENCE TO AUTHORIZATION IN THE
28 BYLAWS IS ADDED. SEE SECTION 304(A)(2) OF THE ACT OF ,
29 1988 (P.L. , NO. ), KNOWN AS THE GENERAL ASSOCIATION ACT
30 OF 1988 (15 P.S. § ).
19870S1200B2515 - 714 -
1 15 PA.C.S. § 1767: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
2 NO.106), § 513.1 (15 P.S. § 1513.1). PATTERNED AFTER FORMER 15
3 PA.C.S. § 7764. SUBSECTION (A)(2) IS PATTERNED IN PART AFTER
4 N.J.S.A. § 14A:12-7(1)(C). SUBSECTION (B) IS NEW. THE REFERENCE
5 IN PRIOR LAW TO VENUE IS SUPPLIED BY THE DEFINITION OF "COURT"
6 IN NEW 15 PA.C.S. § 1103. AS TO THE RIGHT OF A CUSTODIAN OF A
7 STATUTORY CLOSE CORPORATION TO LIQUIDATE NOTWITHSTANDING
8 SUBSECTION (C), SEE NEW 15 PA.C.S. § 2333(A)(2). SEE THE
9 DEFINITION OF "OFFICER" IN NEW 15 PA.C.S. § 1103.
10 15 PA.C.S. § 1768: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
11 NO.106), § 511 (15 P.S. § 1511). IT IS INTENDED THAT VOTING
12 TRUSTS SHALL BE LIMITED, IF AT ALL, ONLY BY THE RULE AGAINST
13 PERPETUITIES OR ANALOGOUS CONSIDERATIONS. COMPARE 20 PA.C.S. §
14 6104.
15 15 PA.C.S. § 1769: PATTERNED IN PART AFTER N.J.S.A. § 14A:5-
16 22.
17 15 PA.C.S. § 1770: REENACTMENT OF ACT OF MAY 5, 1933
18 (P.L.364, NO.106), § 409.1C (15 P.S. § 1409.1C), AS ADDED BY ACT
19 OF DECEMBER 23, 1983 (P.L.395, NO.92), § 2.
20 15 PA.C.S. § 1782: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
21 NO.106), § 516 (15 PA.C.S. § 1516). PATTERNED AFTER FORMER 15
22 PA.C.S. § 7765. THE REFERENCE IN PRIOR LAW TO VOTING TRUST
23 CERTIFICATES IS OMITTED IN LIGHT OF THE EXTENSION OF SUBSECTION
24 (C) TO BENEFICIAL OWNERS, AND THE $50,000 THRESHOLD OF PRIOR LAW
25 IS INCREASED TO THE AMOUNT SET FORTH IN THE TEXT.
26 15 PA.C.S. § 1791: PATTERNED AFTER FORMER 15 PA.C.S. § 7781.
27 15 PA.C.S. § 1792: PATTERNED AFTER FORMER 15 PA.C.S. § 7782.
28 SEE DELAWARE GENERAL CORPORATION LAW § 211(C).
29 15 PA.C.S. § 1793: PATTERNED AFTER FORMER 15 PA.C.S. § 7783.
30 SEE NEW 15 PA.C.S. § 1105.
19870S1200B2515 - 715 -
1 15 PA.C.S. § 1901: NEW. SEE DELAWARE GENERAL CORPORATION
2 LAW § 251(C).
3 15 PA.C.S. § 1902: NEW.
4 15 PA.C.S. § 1903: SUBSECTION (A) IS A REENACTMENT OF ACT OF
5 MAY 5, 1933 (P.L.364, NO.106), § 319 (15 P.S. § 1319).
6 SUBSECTION (B) IS A GENERALIZATION OF ACT OF MAY 5, 1933
7 (P.L.364, NO.106), § 320 (15 P.S. § 1320).
8 15 PA.C.S. § 1904: GENERALIZATION OF ACT OF NOVEMBER 10,
9 1959 (P.L.1406, NO.502), TITLE, AND CODIFICATION AND EXPANSION
10 TO FUNDAMENTAL TRANSACTIONS GENERALLY OF TERRY V. PENN CENTRAL
11 CORP., 527 F.SUPP. 118 (E.D. PA. 1981), AFF'D, 668 F.2D 188 (3RD
12 CIR. 1981). SEE NEW 15 PA.C.S. § 1105.
13 15 PA.C.S. § 1905: GENERALIZATION OF ACT OF MAY 5, 1933
14 (P.L.364, NO.106), § 1102 (FIRST SENTENCE) (15 P.S. § 2102
15 (FIRST SENTENCE)).
16 15 PA.C.S. § 1906: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
17 NO.106), § 701A (SECOND SENTENCE) (15 P.S. § 1701A (SECOND
18 SENTENCE)).
19 15 PA.C.S. § 1911: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
20 5, 1933 (P.L.364, NO.106), § 801 (15 P.S. § 1801). PATTERNED
21 AFTER FORMER 15 PA.C.S. § 7901.
22 15 PA.C.S. § 1912: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
23 NO.106), § 802 (15 P.S. § 1802). PATTERNED AFTER FORMER 15
24 PA.C.S. § 7902. THE INTRODUCTORY CLAUSES OF PARAGRAPH (A)(2) AND
25 THE PENULTIMATE SENTENCE OF SUBSECTION (A) AND THE LAST SENTENCE
26 OF SUBSECTION (A) ARE NEW. SEE DELAWARE GENERAL CORPORATION LAW
27 § 242(B)(1). THE LAST SENTENCE OF SUBSECTION (B) IS PATTERNED IN
28 PART AFTER DELAWARE GENERAL CORPORATION LAW § 251(B) (LAST
29 SENTENCE).
30 15 PA.C.S. § 1913: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
19870S1200B2515 - 716 -
1 NO.106), § 803 (15 P.S. § 1803). PATTERNED AFTER FORMER 15
2 PA.C.S. § 7903. THE REQUIREMENT OF MINIMUM NOTICE TO
3 SHAREHOLDERS APPEARS AT NEW 15 PA.C.S. § 1704(B).
4 15 PA.C.S. § 1914: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
5 NO.106), §§ 804 AND 805 (15 P.S. §§ 1804 AND 1805). PATTERNED
6 AFTER FORMER 15 PA.C.S. § 7904. THE SPECIAL VOTING RIGHTS
7 REQUIREMENTS OF PRIOR LAW RELATING TO REVOCATION OF THE
8 AUTHORITY OF THE BOARD TO FIX THE RELATIVE RIGHTS AND
9 PREFERENCES OF SERIES AND ON CHANGES IN THE PAR VALUE OF SHARES
10 ARE OMITTED. SUBSECTION (C) IS PATTERNED IN PART AFTER DELAWARE
11 GENERAL CORPORATION LAW § 241, AND IN PART AFTER REVISED MODEL
12 BUSINESS CORPORATION ACT § 10.02 (1984). THE REFERENCE IN
13 SUBSECTION (C)(3)(II) TO A SPLIT OF SHARES IS NOT INTENDED TO
14 INCLUDE A COMBINATION OF SHARES ALTHOUGH SUCH A COMBINATION IS
15 SOMETIMES REFERRED TO AS A "REVERSE SPLIT." COMPARE NEW 15
16 PA.C.S. § 1504(A).
17 15 PA.C.S. § 1915: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
18 NO.106), §§ 806 AND 809 (15 P.S. §§ 1806 AND 1809). PATTERNED
19 AFTER FORMER 15 PA.C.S. § 7905. EXECUTION OF THE ARTICLES OF
20 AMENDMENT IS GOVERNED BY NEW 15 PA.C.S. § 1108. FORMER
21 PARAGRAPHS (3), (4) AND (5) ARE SUPPLIED BY NEW PARAGRAPH (4).
22 PARAGRAPH (6) IS PATTERNED AFTER REVISED MODEL BUSINESS
23 CORPORATION ACT § 10.07(E) (1984).
24 15 PA.C.S. § 1916: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
25 NO.106), §§ 808 AND 809 (15 P.S. §§ 1808 AND 1809). PATTERNED IN
26 PART AFTER FORMER 15 PA.C.S. § 7906. THE REQUIREMENT OF PRIOR
27 LAW THAT A CERTIFICATE OF AMENDMENT BE ISSUED IS OMITTED (CF.
28 NEW 15 PA.C.S. § 133(E)). THE LIMITATION IN PRIOR LAW ON ATTACK
29 ON THE VALIDITY OF AN AMENDMENT OF ARTICLES APPEARS IN NEW 15
30 PA.C.S. § 138(C).
19870S1200B2515 - 717 -
1 15 PA.C.S. § 1921: SUBSECTIONS (A) AND (B) ARE SUBSTANTIALLY
2 A REENACTMENT OF ACT OF MAY 5, 1933 (P.L.364, NO.106), § 901 (15
3 P.S. § 1901), AND ARE PATTERNED AFTER FORMER 15 PA.C.S. § 7921.
4 THE LAST CLAUSES OF SUBSECTIONS (A) AND (B) ARE PATTERNED AFTER
5 DELAWARE GENERAL CORPORATION LAW § 252(A). SUBSECTION (C) IS
6 PATTERNED IN GENERAL AFTER DELAWARE GENERAL CORPORATION LAW §
7 254. SEE THE DEFINITIONS OF "SHAREHOLDER" AND "SHARES" IN NEW 15
8 PA.C.S. § 1103.
9 15 PA.C.S. § 1922: SUBSECTIONS (A) AND (C) ARE DERIVED FROM
10 ACT OF MAY 5, 1933 (P.L.364, NO.106), § 902A AND B (FIRST
11 SENTENCE) (15 P.S. § 1902A AND B (FIRST SENTENCE)), AND ARE
12 PATTERNED AFTER FORMER 15 PA.C.S. § 7922. THE REFERENCES IN
13 SUBSECTION (A)(3) TO "PROPERTY OR RIGHTS" ARE ADDED. PROVISION
14 WITH RESPECT TO CASH IN LIEU OF THE ISSUANCE OF FRACTIONAL
15 SHARES APPEARS IN NEW 15 PA.C.S. § 1527. THE LAST SENTENCE OF
16 SUBSECTION (A) IS PATTERNED AFTER DELAWARE GENERAL CORPORATION
17 LAW § 251(B) (LAST SENTENCE). SUBSECTION (B) IS PATTERNED AFTER
18 DELAWARE GENERAL CORPORATION LAW § 251(D) (LAST SENTENCE).
19 SUBSECTION (D) IS NEW.
20 15 PA.C.S. § 1923: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
21 NO.106), § 902B (EXCEPT FIRST SENTENCE) (15 P.S. § 1902B (EXCEPT
22 FIRST SENTENCE)). PATTERNED AFTER FORMER 15 PA.C.S. § 7923.
23 15 PA.C.S. § 1924: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
24 NO.106), §§ 902C AND 902.1 (15 P.S. §§ 1902C AND 1902.1).
25 PATTERNED AFTER 15 PA.C.S. § 7924. THE INTRODUCTORY CLAUSE OF
26 SUBSECTION (B)(1) IS ADDED. THE 15% LIMITATION OF THE PRIOR LAW
27 IS OMITTED. SUBSECTION (B)(1)(I) AND (III) ARE PATTERNED IN PART
28 AFTER DELAWARE GENERAL CORPORATION LAW § 251(F). SUBSECTION
29 (B)(2) IS NEW. SUBSECTION (B)(1)(II) AND SUBSECTION (B)(3) ARE
30 PATTERNED IN GENERAL AFTER DELAWARE GENERAL CORPORATION LAW §
19870S1200B2515 - 718 -
1 253. THE PROVISION OF SUBSECTION (C) RELATING TO TERMINATION OF
2 A PLAN OF MERGER OR CONSOLIDATION AT ANY TIME PRIOR TO ITS
3 EFFECTIVE DATE, REGARDLESS OF WHETHER ARTICLES OF MERGER OR
4 CONSOLIDATION HAVE BEEN FILED, IS NEW. FORMER SUBSECTION 902.1B
5 APPEARS IN NEW 15 PA.C.S. § 1926(4).
6 15 PA.C.S. § 1925: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
7 5, 1933 (P.L.364, NO.106), § 902D (15 P.S. § 1902D). PATTERNED
8 AFTER FORMER 15 PA.C.S. § 7925.
9 15 PA.C.S. § 1926: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
10 NO.106), § 903 (15 P.S. § 1903). PATTERNED AFTER FORMER 15
11 PA.C.S. § 7926. EXECUTION OF THE ARTICLES OF MERGER OR
12 CONSOLIDATION IS GOVERNED BY NEW 15 PA.C.S. § 1108.
13 15 PA.C.S. § 1927: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
14 NO.106), § 905 (15 P.S. § 1905). PATTERNED AFTER FORMER 15
15 PA.C.S. § 7927. THE REQUIREMENT OF PRIOR LAW THAT A CERTIFICATE
16 OF MERGER OR CONSOLIDATION BE ISSUED IS OMITTED (CF. NEW 15
17 PA.C.S. § 133(E)).
18 15 PA.C.S. § 1928: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
19 NO.106), § 906 (15 P.S. § 1906). PATTERNED AFTER FORMER 15
20 PA.C.S. § 7928. THE LIMITATION IN PRIOR LAW ON ATTACK ON THE
21 VALIDITY OF THE TRANSACTION APPEARS IN NEW 15 PA.C.S. § 138(C).
22 15 PA.C.S. § 1929: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
23 5, 1933 (P.L.364, NO.106), § 907 (15 P.S. § 1907). PATTERNED
24 AFTER FORMER 15 PA.C.S. § 7929. THE LAST CLAUSE OF THE FIRST
25 SENTENCE OF SUBSECTION (B) IS INTENDED AS A CODIFICATION OF
26 EXISTING LAW AND IS PATTERNED AFTER REVISED MODEL BUSINESS
27 CORPORATION ACT § 11.06(A)(2) (1984) AND N.J.S.A. § 14A:10-6(D).
28 PROVISIONS OF PRIOR LAW TO THE EFFECT THAT THE LIABILITIES OF
29 SHAREHOLDERS, DIRECTORS AND OFFICERS AND THE RIGHTS OF CREDITORS
30 CANNOT BE AFFECTED BY A MERGER OR CONSOLIDATION ARE OMITTED.
19870S1200B2515 - 719 -
1 15 PA.C.S. § 1930: THE FIRST SENTENCE OF SUBSECTION (A) IS
2 SUBSTANTIALLY A REENACTMENT OF ACT OF MAY 5, 1933 (P.L.364,
3 NO.106), § 908A (15 P.S. § 1908A). THE SECOND AND THIRD <--
4 SENTENCES OF SUBSECTION (A) ARE ADDED. THE SUBJECT MATTER OF
5 FORMER SUBSECTION 908B IS SUPPLIED BY NEW 15 PA.C.S. §
6 1571(B)(3). SUBSECTIONS (B) AND (C) ARE NEW.
7 15 PA.C.S. § 1931: NEW. SUBSECTIONS (A) AND (B) ARE
8 PATTERNED IN GENERAL AFTER REVISED MODEL BUSINESS CORPORATION
9 ACT § 11.02 (1984).
10 15 PA.C.S. § 1932: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
11 NO.106), § 311A-E (15 P.S. § 1311A-E). THE FINAL TWO SENTENCES
12 OF FORMER SUBSECTION 311A ARE SUPPLIED BY NEW 15 PA.C.S. CHS.
13 19F AND 19G. THE INTRODUCTORY CLAUSE OF SUBSECTION (A)(2) IS <--
14 ADDED. THE REFERENCE IN SUBSECTION (B) TO TRANSACTIONS INVOLVING
15 DISTRIBUTIONS OR DIVISION IS ADDED. THE REQUIREMENT FOR A "PLAN
16 OF ASSET TRANSFER" IS NEW. THE FOURTH SENTENCE OF SUBSECTION (B)
17 IS PATTERNED IN PART AFTER DELAWARE GENERAL CORPORATION LAW §
18 251(B) (LAST SENTENCE). THE LAST SENTENCE OF SUBSECTION (B) AND
19 SUBSECTION (C)(2) ARE NEW. SUBSECTION (D)(3) IS INTENDED AS A
20 CODIFICATION OF EXISTING LAW. JENNINGS V. PITTSBURGH MERCANTILE
21 CO., 112 P.L.J. 84 (C.P. ALLEGH. CTY. 1963), REV'D ON OTHER
22 GROUNDS, 414 PA. 641 (1964).
23 15 PA.C.S. § 1951: PATTERNED AFTER FORMER 15 PA.C.S. § 7941.
24 15 PA.C.S. § 1952: PATTERNED AFTER FORMER 15 PA.C.S. § 7942.
25 THE LAST SENTENCE OF SUBSECTION (A) IS PATTERNED IN PART AFTER
26 DELAWARE GENERAL CORPORATION LAW § 251(B) (LAST SENTENCE).
27 15 PA.C.S. § 1953: NEW.
28 15 PA.C.S. § 1954: PATTERNED AFTER FORMER 15 PA.C.S. § 7943.
29 15 PA.C.S. § 1955: PATTERNED AFTER FORMER 15 PA.C.S. § 7944.
30 15 PA.C.S. § 1956: PATTERNED AFTER FORMER 15 PA.C.S. § 7945.
19870S1200B2515 - 720 -
1 15 PA.C.S. § 1957: PATTERNED AFTER FORMER 15 PA.C.S. § 7946.
2 THE LAST CLAUSE OF THE FIRST SENTENCE OF SUBSECTION (B)(1) IS
3 PATTERNED IN PART AFTER REVISED MODEL BUSINESS CORPORATION ACT §
4 11.06(A)(2) (1984) AND N.J.S.A. § 14A:10-6(D).
5 15 PA.C.S. § 1961: DERIVED FROM FORMER 15 PA.C.S. § 7951(A)
6 AND (C).
7 15 PA.C.S. § 1962: DERIVED FROM FORMER 15 PA.C.S. § 7952.
8 THE LAST SENTENCE OF SUBSECTION (A) IS PATTERNED IN PART AFTER
9 DELAWARE GENERAL CORPORATION LAW § 251(B) (LAST SENTENCE).
10 15 PA.C.S. § 1963: PATTERNED AFTER FORMER 15 PA.C.S. § 7953.
11 EXECUTION OF THE ARTICLES OF CONVERSION IS GOVERNED BY NEW 15
12 PA.C.S. § 1108.
13 15 PA.C.S. § 1964: SUBSECTION (A) IS PATTERNED AFTER FORMER
14 15 PA.C.S. § 7954.
15 15 PA.C.S. § 1965: PATTERNED AFTER FORMER 15 PA.C.S. § 7955.
16 15 PA.C.S. § 1966: SUBSTANTIALLY A REENACTMENT OF FORMER 15
17 PA.C.S. § 7956(A).
18 15 PA.C.S. § 1971: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
19 NO.106), § 1101 (15 P.S. § 2101). PATTERNED AFTER FORMER 15
20 PA.C.S. § 7961. THE FIRST CLAUSE OF SUBSECTION (A)(2) IS ADDED.
21 IN SUBSECTION (A)(6) THE UNANIMOUS CONSENT REQUIREMENT OF THE
22 PRIOR LAW IS REDUCED TO THE VOTE SET FORTH IN THE TEXT.
23 15 PA.C.S. § 1972: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
24 NO.106), § 1102 (FIRST SENTENCE) (15 P.S. § 2102 (FIRST
25 SENTENCE)). PATTERNED AFTER FORMER 15 PA.C.S. § 7962.
26 15 PA.C.S. § 1973: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
27 NO.106), § 1102 (SECOND AND THIRD SENTENCES) (15 P.S. § 2102
28 (SECOND AND THIRD SENTENCES)). PATTERNED AFTER FORMER 15 PA.C.S.
29 § 7963. THE REQUIREMENT OF PRIOR LAW THAT NOTICE BE GIVEN TO
30 SHAREHOLDERS NOT ENTITLED TO VOTE IS OMITTED.
19870S1200B2515 - 721 -
1 15 PA.C.S. § 1974: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
2 NO.106), §§ 1102 (LAST SENTENCE) AND 1103.1 (15 P.S. §§ 2102
3 (LAST SENTENCE) AND 2103.1). PATTERNED AFTER FORMER 15 PA.C.S. §
4 7964. THE LAST SENTENCE OF SUBSECTION (A) AND SUBSECTION (B) ARE
5 ADDED. THE PROVISIONS OF PRIOR LAW RELATING TO CERTIFICATE OF
6 ELECTION TO DISSOLVE ARE OMITTED.
7 15 PA.C.S. § 1975: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
8 NO.106), § 1104A, B AND C (15 P.S. § 2104A, B AND C). PATTERNED
9 AFTER FORMER 15 PA.C.S. § 7967. REFERENCE TO COLLECTION OF
10 UNPAID SUBSCRIPTIONS IS SUPPLIED BY NEW 15 PA.C.S. § 1979(B).
11 15 PA.C.S. § 1976: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
12 5, 1933 (P.L.364, NO.106), § 1104D (15 P.S. § 2104D). PATTERNED
13 AFTER FORMER 15 PA.C.S. § 7968(A). THE REFERENCE IN PRIOR LAW TO
14 VENUE IS SUPPLIED BY THE DEFINITION OF "COURT" IN NEW 15 PA.C.S.
15 § 1103.
16 15 PA.C.S. § 1977: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
17 NO.106), §§ 1103 AND 1105 (15 P.S. §§ 2103 AND 2105). PATTERNED
18 AFTER FORMER 15 PA.C.S. § 7969. EXECUTION OF THE ARTICLES OF
19 DISSOLUTION IS GOVERNED BY NEW 15 PA.C.S. § 1108. THE
20 REQUIREMENT OF PRIOR LAW THAT PROOFS OF PUBLICATION BE FILED IS
21 OMITTED. THE REQUIREMENT THAT A CERTIFICATE OF DISSOLUTION BE
22 ISSUED IS OMITTED (CF. NEW 15 PA.C.S. § 133(E)).
23 15 PA.C.S. § 1978: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
24 5, 1933 (P.L.364, NO.106), § 1106 (15 P.S. § 2106). PATTERNED
25 AFTER FORMER 15 PA.C.S. § 7970.
26 15 PA.C.S. § 1979: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
27 NO.106), § 1111 (15 P.S. § 2111). PATTERNED AFTER FORMER 15
28 PA.C.S. § 7971. THE FIRST AND LAST SENTENCES OF SUBSECTION (B)
29 ARE ADDED. THE REFERENCE IN PRIOR LAW TO VENUE IS SUPPLIED BY
30 THE DEFINITION OF "COURT" IN NEW 15 PA.C.S. § 1103.
19870S1200B2515 - 722 -
1 15 PA.C.S. § 1980: NEW.
2 15 PA.C.S. § 1981: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
3 NO.106), § 1107A (15 P.S. § 2107A). PATTERNED AFTER FORMER 15
4 PA.C.S. § 7981. THE REFERENCE TO A DIRECTOR IN THE INTRODUCTORY
5 CLAUSE IS ADDED. FORMER PARAGRAPH A(1) IS OMITTED. THE LAST
6 SENTENCE OF PARAGRAPH (3) IS ADDED (CF. 15 PA.C.S. § 1767(B)).
7 15 PA.C.S. § 1982: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
8 5, 1933 (P.L.364, NO.106), § 1107B (15 P.S. § 2107B). PATTERNED
9 AFTER FORMER 15 PA.C.S. § 7982. THE VENUE AS SET FORTH IN PRIOR
10 LAW IS RESTRICTED BY THE DEFINITION OF "COURT" IN NEW 15 PA.C.S.
11 § 1103.
12 15 PA.C.S. § 1984: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
13 5, 1933 (P.L.364, NO.106), § 1108A (15 P.S. § 2108A). PATTERNED
14 AFTER FORMER 15 PA.C.S. § 7984. THE REFERENCE TO ASSETS WHEREVER
15 SITUATED IS ADDED.
16 15 PA.C.S. § 1985: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
17 5, 1933 (P.L.364, NO.106), § 1108B (15 P.S. § 2108B). PATTERNED
18 AFTER FORMER 15 PA.C.S. § 7985. REFERENCE IN PRIOR LAW TO THE
19 POWER OF A LIQUIDATING RECEIVER TO COLLECT ANY UNPAID
20 CONSIDERATION FOR SHARES IS SUPPLIED BY NEW 15 PA.C.S. § 1526.
21 THE REFERENCES TO THE DISPOSITION OF CORPORATE ASSETS AND TO
22 JURISDICTION OF THE CORPORATION AND ITS PROPERTY, WHEREVER
23 SITUATED, ARE ADDED. THE FORMER LAST SENTENCE IS SUPPLIED BY 42
24 PA.C.S. § 912. SEE THE DEFINITION OF "OFFICER" IN NEW 15 PA.C.S.
25 § 1103.
26 15 PA.C.S. § 1986: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
27 NO.106), § 1108C (15 P.S. § 2108C). PATTERNED AFTER FORMER 15
28 PA.C.S. § 7986. REFERENCE IN PRIOR LAW TO RESIDENCE AS A
29 QUALIFICATION IS OMITTED.
30 15 PA.C.S. § 1987: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
19870S1200B2515 - 723 -
1 5, 1933 (P.L.364, NO.106), § 1108D (15 P.S. § 2108D), EXCEPT
2 THAT REFERENCES TO PRESCRIPTION OF THE FORM OF PROOFS OF CLAIM
3 AND TO BAR DATE EXTENSIONS BY THE COURT ARE ADDED. PATTERNED
4 AFTER FORMER 15 PA.C.S. § 7987.
5 15 PA.C.S. § 1988: PATTERNED AFTER MODEL BUSINESS
6 CORPORATION ACT § 101 (1971). COMPARE ACT OF MAY 5, 1933
7 (P.L.364, NO.106), § 1109 (15 P.S. § 2109).
8 15 PA.C.S. § 1989: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
9 NO.106), § 1110 (15 P.S. § 2110). PATTERNED AFTER FORMER 15
10 PA.C.S. § 7989. DISSOLUTION IS POSTPONED FROM ISSUANCE OF THE
11 DECREE, AS PROVIDED BY THE PRIOR LAW, TO THE TIME SET FORTH IN
12 THE TEXT.
13 15 PA.C.S. § 1991: NEW. PATTERNED AFTER DELAWARE GENERAL
14 CORPORATION LAW § 280(E).
15 15 PA.C.S. § 1992: NEW. PATTERNED AFTER DELAWARE GENERAL
16 CORPORATION LAW § 280(A)(1) AND (B)(1).
17 15 PA.C.S. § 1993: NEW. PATTERNED AFTER DELAWARE GENERAL
18 CORPORATION LAW § 280(A)(2).
19 15 PA.C.S. § 1994: NEW. PATTERNED IN GENERAL AFTER DELAWARE
20 GENERAL CORPORATION LAW § 280(B)(2).
21 15 PA.C.S. § 1995: NEW. PATTERNED IN GENERAL AFTER DELAWARE
22 GENERAL CORPORATION LAW § 280(C).
23 15 PA.C.S. § 1996: NEW. PATTERNED AFTER DELAWARE GENERAL
24 CORPORATION LAW § 280(D).
25 15 PA.C.S. § 1997: NEW. PATTERNED AFTER DELAWARE GENERAL
26 CORPORATION LAW § 281.
27 15 PA.C.S. § 1998: NEW. PATTERNED AFTER DELAWARE GENERAL
28 CORPORATION LAW § 282.
29 15 PA.C.S. § 2101: NEW. COMPARE NEW 15 PA.C.S. §§ 2301,
30 2501, 2701 AND 2901.
19870S1200B2515 - 724 -
1 15 PA.C.S. § 2102: NEW. COMPARE NEW 15 PA.C.S. §§ 2303 AND
2 2903.
3 15 PA.C.S. § 2103: NEW. COMPARE NEW 15 PA.C.S. § 2304.
4 15 PA.C.S. § 2104: NEW. COMPARE NEW 15 PA.C.S. §§ 2305,
5 2702 AND 2905.
6 15 PA.C.S. § 2105: NEW. COMPARE NEW 15 PA.C.S. §§ 2307 AND
7 2906.
8 15 PA.C.S. § 2121: NEW.
9 15 PA.C.S. § 2122: NEW.
10 15 PA.C.S. § 2123: NEW.
11 15 PA.C.S. § 2124: NEW.
12 15 PA.C.S. § 2125: NEW.
13 15 PA.C.S. § 2126: NEW.
14 15 PA.C.S. § 2301: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
15 NO.106), § 371 (15 P.S. § 1371). THE PROHIBITION AGAINST A
16 MANAGEMENT CORPORATION ELECTING STATUTORY CLOSE CORPORATION
17 STATUS IS NEW. COMPARE NEW 15 PA.C.S. §§ 2101, 2501, 2701 AND
18 2901.
19 15 PA.C.S. § 2302: SUBSECTION (A) IS PATTERNED IN PART AFTER
20 THE STATUTORY CLOSE CORPORATION SUPPLEMENT TO THE MODEL BUSINESS
21 CORPORATION ACT (1982). SEE, 37 BUS. LAW. 269, 278-9 (1981).
22 SUBSECTION (B) IS A GENERALIZATION OF ACT OF MAY 5, 1933
23 (P.L.364, NO.106), § 376B (15 P.S. § 1376B).
24 15 PA.C.S. § 2303: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
25 5, 1933 (P.L.364, NO.106), § 373 (15 P.S. § 1373). PATTERNED IN
26 PART AFTER THE STATUTORY CLOSE CORPORATION SUPPLEMENT TO THE
27 MODEL BUSINESS CORPORATION ACT § 3(A) (1982). COMPARE NEW 15
28 PA.C.S. §§ 2102 AND 2903.
29 15 PA.C.S. § 2304: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
30 NO.106), § 372 (15 P.S. § 1372). STATUTORY LIMITATION ON THE
19870S1200B2515 - 725 -
1 NUMBER OF SHAREHOLDERS OMITTED. CF., COMMENT 1 TO SECTION 3 OF
2 THE PROPOSED STATUTORY CLOSE CORPORATION SUPPLEMENT TO THE MODEL
3 BUSINESS CORPORATION ACT (1981), 37 BUS. LAW. 269, 277-8 (1981).
4 SUBSECTION (C) IS NEW EXCEPT AS TO RECORD HOLDERS IN JOINT OR
5 COMMON TENANCY OR BY THE ENTIRETIES. COMPARE NEW 15 PA.C.S. §
6 2103.
7 15 PA.C.S. § 2305: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
8 NO.106), § 374 (15 P.S. § 1374). PATTERNED IN PART AFTER THE
9 STATUTORY CLOSE CORPORATION SUPPLEMENT TO THE MODEL BUSINESS
10 CORPORATION ACT § 3(B) (1982). COMPARE NEW 15 PA.C.S. §§ 2104,
11 2702 AND 2905.
12 15 PA.C.S. § 2306: SUBSTANTIALLY A REENACTMENT OF DERIVED <--
13 FROM ACT OF MAY 5, 1933 (P.L.364, NO.106), § 375 (15 P.S. §
14 1375).
15 15 PA.C.S. § 2307: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
16 NO.106), § 376A (15 P.S. § 1376A). PATTERNED IN PART AFTER THE
17 STATUTORY CLOSE CORPORATION SUPPLEMENT TO THE MODEL BUSINESS
18 CORPORATION ACT § 8(A) (1982). COMPARE NEW 15 PA.C.S. §§ 2105
19 AND 2906.
20 15 PA.C.S. § 2308: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
21 5, 1933 (P.L.364, NO.106), § 377 (15 P.S. § 1377). THE REFERENCE
22 IN SUBSECTION (A) TO SECTION 2321(C) IS ADDED. FORMER SUBSECTION
23 C AND PARAGRAPH (3) OF SUBSECTION D ARE SUPPLIED BY NEW 15
24 PA.C.S. § 2323.
25 15 PA.C.S. § 2309: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
26 5, 1933 (P.L.364, NO.106), § 378 (15 P.S. § 1378). EXECUTION OF
27 THE CERTIFICATES FILED IN THE DEPARTMENT OF STATE IS GOVERNED BY
28 NEW 15 PA.C.S. § 1108. THE REFERENCE IN PRIOR LAW TO VENUE IS
29 SUPPLIED BY THE DEFINITION OF "COURT" IN NEW 15 PA.C.S. § 1103.
30 THE REFERENCE TO ENJOINING OR SETTING ASIDE A TRANSFER THAT IS
19870S1200B2515 - 726 -
1 IN BREACH OF A TRANSFER RESTRICTION IS SUPPLIED BY NEW 15
2 PA.C.S. § 2323.
3 15 PA.C.S. § 2321: SUBSECTION (A) IS NEW (CF. NEW 15 PA.C.S.
4 § 1528). SUBSECTION (B) IS DERIVED FROM ACT OF MAY 5, 1933
5 (P.L.364, NO.106), § 379 (15 P.S. § 1379). THE REFERENCE IN THE
6 INTRODUCTORY CLAUSE OF SUBSECTION (B)(1) TO A BYLAW ADOPTED BY
7 THE SHAREHOLDERS IS ADDED. REFERENCE TO ISSUING OR SELLING
8 TREASURY SHARES IS OMITTED (CF. NEW 15 PA.C.S. § 1552).
9 SUBSECTION (C) IS PATTERNED AFTER THE STATUTORY CLOSE
10 CORPORATION SUPPLEMENT TO THE MODEL BUSINESS CORPORATION ACT § 5
11 (1982).
12 15 PA.C.S. § 2322: PATTERNED AFTER THE STATUTORY CLOSE
13 CORPORATION SUPPLEMENT TO THE MODEL BUSINESS CORPORATION ACT § 4
14 (1982).
15 15 PA.C.S. § 2323: PATTERNED AFTER THE STATUTORY CLOSE
16 CORPORATION SUPPLEMENT TO THE MODEL BUSINESS CORPORATION ACT § 6
17 (1982).
18 15 PA.C.S. § 2324: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
19 NO.106), § 380 (15 P.S. § 1380). THE REFERENCES TO NEW 15
20 PA.C.S. § 2322(A) AND NEW 15 PA.C.S. CH. 15D ARE ADDED.
21 15 PA.C.S. § 2325: PATTERNED AFTER THE STATUTORY CLOSE
22 CORPORATION SUPPLEMENT TO THE MODEL BUSINESS CORPORATION ACT §
23 14 (1982).
24 15 PA.C.S. § 2331: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
25 5, 1933 (P.L.364, NO.106), § 381 (15 P.S. § 1381).
26 15 PA.C.S. § 2332: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
27 NO.106), § 382 (15 P.S. § 1382). REFERENCES TO THE BYLAWS ARE
28 ADDED.
29 15 PA.C.S. § 2333: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
30 NO.106), § 383 (15 P.S. § 1383). THE REFERENCE IN PRIOR LAW TO
19870S1200B2515 - 727 -
1 VENUE IS SUPPLIED BY THE DEFINITION OF "COURT" IN NEW 15 PA.C.S.
2 § 1103. THE LAST SENTENCE OF SUBSECTION (A) IS ADDED. SEE THE
3 DEFINITION OF "OFFICER" IN NEW 15 PA.C.S. § 1103.
4 15 PA.C.S. § 2334: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
5 5, 1933 (P.L.364, NO.106), § 384 (15 P.S. § 1384), EXCEPT THAT
6 REFERENCE IN SUBSECTION (B)(1) TO A BYLAW IS ADDED. THE
7 REFERENCE IN PRIOR LAW TO VENUE IS SUPPLIED BY THE DEFINITION OF
8 "COURT" IN NEW 15 PA.C.S. § 1103.
9 15 PA.C.S. § 2335: SUBSTANTIALLY A REENACTMENT OF ACT OF MAY
10 5, 1933 (P.L.364, NO.106), § 385 (15 P.S. § 1385). THE FINAL
11 CLAUSE IS PATTERNED AFTER THE STATUTORY CLOSE CORPORATION
12 SUPPLEMENT TO THE MODEL BUSINESS CORPORATION ACT § 17 (1982).
13 15 PA.C.S. § 2336: PATTERNED IN PART AFTER THE STATUTORY
14 CLOSE CORPORATION SUPPLEMENT TO THE MODEL BUSINESS CORPORATION
15 ACT § 7 (1982).
16 15 PA.C.S. § 2337: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
17 NO.106), § 386 (15 P.S. § 1386). REFERENCES TO THE BYLAWS ARE
18 ADDED. PATTERNED AFTER THE STATUTORY CLOSE CORPORATION
19 SUPPLEMENT TO THE MODEL BUSINESS CORPORATION ACT § 15 (1982).
20 15 PA.C.S. § 2501: NEW. COMPARE NEW 15 PA.C.S. §§ 2101,
21 2301, 2701 AND 2901.
22 15 PA.C.S. § 2502: NEW.
23 15 PA.C.S. § 2503: NEW.
24 15 PA.C.S. § 2504: NEW.
25 15 PA.C.S. § 2511: CODIFICATION OF EXISTING LAW AS TO
26 REGISTERED CORPORATIONS. COMPARE NEW 15 PA.C.S. § 1554.
27 15 PA.C.S. § 2512: NEW.

Historical Act text part 13

28 15 PA.C.S. § 2513: REENACTMENT OF ACT OF MAY 5, 1933
29 (P.L.364, NO.106), § 611D (LAST CLAUSE) (15 P.S. § 1611D (LAST
30 CLAUSE)).
19870S1200B2515 - 728 -
1 15 PA.C.S. § 2521: NEW. COMPARE NEW 15 PA.C.S. § 1755(B).
2 SEE NEW 15 PA.C.S. § 2535.
3 15 PA.C.S. § 2522: NEW. COMPARE NEW 15 PA.C.S. § 1755(C).
4 15 PA.C.S. § 2523: NEW.
5 15 PA.C.S. § 2524: PATTERNED IN GENERAL AFTER DELAWARE
6 GENERAL CORPORATION LAW § 228. COMPARE NEW 15 PA.C.S. § 1766(B).
7 15 PA.C.S. § 2535: NEW. COMPARE NEW 15 PA.C.S. §
8 1912(A)(2). SEE NEW 15 PA.C.S. § 2521.
9 15 PA.C.S. § 2536: NEW. COMPARE NEW 15 PA.C.S. § 1981.
10 15 PA.C.S. § 2537: NEW. COMPARE NEW 15 PA.C.S. §
11 1932(C)(1).
12 15 PA.C.S. § 2541: REENACTMENT OF ACT OF MAY 5, 1933
13 (P.L.364, NO.106), § 910A (EXCEPT FIRST CLAUSE) AND G (FIRST
14 PARAGRAPH) (15 P.S. § 1910A (EXCEPT FIRST CLAUSE) AND G (FIRST
15 PARAGRAPH)).
16 15 PA.C.S. § 2542: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
17 NO.106), § 910B(4), E(1) (LAST SENTENCE) AND G (SECOND
18 PARAGRAPH) (15 P.S. § 1910B(4), E(1) (LAST SENTENCE) AND G
19 (SECOND PARAGRAPH)).
20 15 PA.C.S. § 2543: REENACTMENT OF ACT OF MAY 5, 1933
21 (P.L.364, NO.106), § 910B(1), (2) AND (3) (15 P.S. § 1910B(1),
22 (2) AND (3)).
23 15 PA.C.S. § 2544: REENACTMENT OF ACT OF MAY 5, 1933
24 (P.L.364, NO.106), § 910A (FIRST CLAUSE) (15 P.S. § 1910A (FIRST
25 CLAUSE)).
26 15 PA.C.S. § 2545: REENACTMENT OF ACT OF MAY 5, 1933
27 (P.L.364, NO.106), § 910C (15 P.S. § 1910C), EXCEPT LAST CLAUSE
28 OF SUBSECTION (A)(2), WHICH IS NEW.
29 15 PA.C.S. § 2546: REENACTMENT OF ACT OF MAY 5, 1933
30 (P.L.364, NO.106), § 910D AND E(1) (FIRST SENTENCE) (15 P.S. §
19870S1200B2515 - 729 -
1 1910D AND E(1) (FIRST SENTENCE)).
2 15 PA.C.S. § 2547: REENACTMENT OF ACT OF MAY 5, 1933
3 (P.L.364, NO.106), § 910E(2)-(8) (15 P.S. § 1910E(2)-(8)),
4 EXCEPT PROVISIONS RELATING TO UNCERTIFICATED SHARES, WHICH ARE
5 NEW.
6 15 PA.C.S. § 2548: REENACTMENT OF ACT OF MAY 5, 1933
7 (P.L.364, NO.106), § 910F (15 P.S. § 1910F).
8 15 PA.C.S. § 2551: REENACTMENT OF ACT OF MAY 5, 1933
9 (P.L.364, NO.106), § 911A(6), C AND D (15 P.S. § 1911A(6), C AND
10 D).
11 15 PA.C.S. § 2552: REENACTMENT OF ACT OF MAY 5, 1933
12 (P.L.364, NO.106), § 911A (EXCEPT CLAUSES (5) AND (11)) (15 P.S.
13 § 1911A EXCEPT CLAUSES (5) AND (11)).
14 15 PA.C.S. § 2553: REENACTMENT OF ACT OF MAY 5, 1933
15 (P.L.364, NO.106), § 911A(11) (15 P.S. § 1911A(11)).
16 15 PA.C.S. § 2554: REENACTMENT OF ACT OF MAY 5, 1933
17 (P.L.364, NO.106), § 911A(5) (15 P.S. § 1911A(5)).
18 15 PA.C.S. § 2555: REENACTMENT OF ACT OF MAY 5, 1933
19 (P.L.364, NO.106), § 911B(1), (2), (3) AND (4) (FIRST CLAUSE)
20 (15 P.S. § 1911B(1), (2), (3) AND (4) (FIRST CLAUSE)).
21 15 PA.C.S. § 2556: REENACTMENT OF ACT OF MAY 5, 1933
22 (P.L.364, NO.106), § 911B(4) (EXCEPT FIRST CLAUSE) (15 P.S. §
23 1911B(4) (EXCEPT FIRST CLAUSE)).
24 15 PA.C.S. § 2701: NEW. COMPARE NEW 15 PA.C.S. §§ 2101,
25 2301, 2501 AND 2901.
26 15 PA.C.S. § 2702: NEW. COMPARE NEW 15 PA.C.S. §§ 2104,
27 2305 AND 2905.
28 15 PA.C.S. § 2703: NEW.
29 15 PA.C.S. § 2704: NEW.
30 15 PA.C.S. § 2711: NEW.
19870S1200B2515 - 730 -
1 15 PA.C.S. § 2712: NEW.
2 15 PA.C.S. § 2721: NEW. THE PROVISIONS OF NEW 15 PA.C.S.
3 SUBCHAPTER 27C ARE INTENDED TO PROVIDE ENABLING LEGISLATION
4 CONSISTENT WITH THE PROPOSALS FOR MUTUAL FUND GOVERNANCE IN
5 S.E.C. INVESTMENT COMPANY ACT RELEASE 12,888 (DECEMBER 10, 1982)
6 (CCH FED. SEC. L. REP. PAR. 83,303). SEE NEW 15 PA.C.S. § 2722.
7 15 PA.C.S. § 2722: NEW. SEE NEW 15 PA.C.S. § 2721.
8 15 PA.C.S. § 2901: DERIVED FROM ACT OF JULY 9, 1970
9 (P.L.461, NO.160), §§ 5(A) AND 6(A) (15 P.S. §§ 2905(A) AND
10 2906(A)). THE PROHIBITION AGAINST A MANAGEMENT CORPORATION
11 ELECTING PROFESSIONAL CORPORATION STATUS IS NEW. COMPARE NEW 15
12 PA.C.S. §§ 2101, 2301, 2501 AND 2701.
13 15 PA.C.S. § 2902: DERIVED FROM ACT OF JULY 9, 1970
14 (P.L.461, NO.160), § 2 (15 P.S. § 2902). THE DEFINITIONS OF
15 "BUSINESS CORPORATION" AND "PROFESSIONAL CORPORATION" APPEAR IN
16 NEW 15 PA.C.S. § 1103.
17 15 PA.C.S. § 2903: SUBSTANTIALLY A REENACTMENT OF ACT OF
18 JULY 9, 1970 (P.L.461, NO.160), §§ 3 (FIRST PARAGRAPH), 6(A) AND
19 7 (EXCEPT LAST SENTENCE OF SUBSECTION (A)) (15 P.S. §§ 2903
20 (FIRST PARAGRAPH), 2906(A) AND 2907 (EXCEPT LAST SENTENCE OF
21 SUBSECTION (A))), EXCEPT THAT THE REFERENCE IN SUBSECTION (A) TO
22 A HEADING IS ADDED. COMPARE NEW 15 PA.C.S. §§ 2102 AND 2303.
23 15 PA.C.S. § 2904: DERIVED FROM ACT OF JULY 9, 1970
24 (P.L.461, NO.160), § 5(B) (15 P.S. § 2905(B)). ARTICLES OF
25 AMENDMENT SUBSTITUTED FOR CERTIFICATE OF ACCEPTANCE UNDER PRIOR
26 LAW. COMPARE NEW 15 PA.C.S. §§ 2305 AND 2702.
27 15 PA.C.S. § 2905: SUBSTANTIALLY A REENACTMENT OF ACT OF
28 JULY 9, 1970 (P.L.461, NO.160), § 4(A), (B) AND (C) (15 P.S. §
29 2904(A), (B) AND (C)). THE DESIGNATION OF THE DOCUMENT FILED IS
30 CHANGED FROM "CERTIFICATE" TO "STATEMENT." FORMER SUBSECTION (D)
19870S1200B2515 - 731 -
1 APPEARS AS NEW 15 PA.C.S. § 1311(A)(6).
2 15 PA.C.S. § 2906: NEW. COMPARE NEW 15 PA.C.S. §§ 2105 AND
3 2307.
4 15 PA.C.S. § 2907: SUBSTANTIALLY A REENACTMENT OF ACT OF
5 JULY 9, 1970 (P.L.461, NO.160), § 11(B), (C) AND (D). (15 P.S. §
6 2911(B), (C) AND (D)). THE REFERENCE IN PRIOR LAW TO VENUE IS
7 SUPPLIED BY THE DEFINITION OF "COURT" IN NEW 15 PA.C.S. § 1103.
8 15 PA.C.S. § 2921: SUBSTANTIALLY A REENACTMENT OF ACT OF
9 JULY 9, 1970 (P.L.461, NO.160), § 8(A) AND (B) (15 P.S. § 2908
10 (A) AND (B)), EXCEPT THAT REFERENCE TO THE TERM "P.C." IS ADDED.
11 15 PA.C.S. § 2922: SUBSECTION (A) IS A REENACTMENT OF ACT OF
12 JULY 9, 1970 (P.L.461, NO.160), § 7(A) (THIRD SENTENCE) (15 P.S.
13 § 2907(A) (THIRD SENTENCE)). SUBSECTION (B) IS DERIVED FROM ACT
14 OF JULY 10, 1981 (P.L.237, NO.77), § 7 (59 PA.C.S. § 701 NOTE)
15 AND IS OTHERWISE INTENDED AS A CODIFICATION OF EXISTING LAW.
16 15 PA.C.S. § 2923: DERIVED FROM ACT OF JULY 9, 1970
17 (P.L.461, NO.160), §§ 10 AND 11(A) (15 P.S. §§ 2910 AND
18 2911(A)), AND ACT OF JULY 10, 1981 (P.L.237, NO.77), § 7 (59
19 PA.C.S. § 701 NOTE).
20 15 PA.C.S. § 2924: REENACTMENT OF ACT OF JULY 9, 1970
21 (P.L.461, NO.160), § 12 (15 P.S. § 2912).
22 15 PA.C.S. § 2925: SUBSTANTIALLY A REENACTMENT OF ACT OF
23 JULY 9, 1970 (P.L.461, NO.160), § 13 (15 P.S. § 2913). AS TO THE
24 NONASSESSABILITY OF SHARES IN SUBSECTIONS (B) AND (C), SEE NEW
25 15 PA.C.S. § 1524(C).
26 15 PA.C.S. § 4101: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
27 NO.106), §§ 3 AND 4B(3) (15 P.S. §§ 1003 AND 1004B(3)).
28 SUBSECTION (A) IS PATTERNED AFTER 15 PA.C.S. § 8101.
29 15 PA.C.S. § 4102: PATTERNED IN PART AFTER CALIFORNIA
30 GENERAL CORPORATION LAW § 2115(A) AND (E). SEE FORMER 15 PA.C.S. <--
19870S1200B2515 - 732 -
1 § 8145(A) AND NEW 15 PA.C.S. § 2502.
2 15 PA.C.S. § 4103: PATTERNED IN PART AFTER CALIFORNIA
3 GENERAL CORPORATION LAW § 2115(C). SEE NEW 15 PA.C.S. § 2503.
4 15 PA.C.S. § 4104: PATTERNED IN PART AFTER CALIFORNIA
5 GENERAL CORPORATION LAW § 2115(D). SEE NEW 15 PA.C.S. § 2504.
6 15 PA.C.S. § 4121: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
7 NO.106), §§ 3C AND 1001A (15 P.S. §§ 1003C AND 2001A). PATTERNED
8 AFTER FORMER 15 PA.C.S. § 8121. THE LAST SENTENCE OF SUBSECTION
9 (B) IS ADDED.
10 15 PA.C.S. § 4122: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
11 NO.106), § 1001B (15 P.S. § 2001B). PATTERNED AFTER FORMER 15
12 PA.C.S. § 8122. SUBSECTION (A)(7) AND (8) IS PATTERNED IN PART
13 AFTER REVISED MODEL BUSINESS CORPORATION ACT § 15.01(B)(7) AND
14 (8) (1984).
15 15 PA.C.S. § 4123: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
16 NO.106), § 1002 (15 P.S. § 2002). PATTERNED AFTER FORMER 15
17 PA.C.S. § 8123. SUBSECTION (B)(1) IS ADDED. THE REQUIREMENT OF
18 PRIOR LAW THAT THE APPLICATION FOR A CERTIFICATE OF AUTHORITY
19 CONTAIN A STATEMENT OF THE BUSINESS THAT THE APPLICANT
20 CORPORATION PROPOSES TO TRANSACT IN THIS COMMONWEALTH APPEARS IN
21 NEW 15 PA.C.S. § 134(A).
22 15 PA.C.S. § 4124: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
23 NO.106), §§ 1003 AND 1004 (15 P.S. §§ 2003 AND 2004). PATTERNED
24 AFTER FORMER 15 PA.C.S. § 8124. THE REQUIREMENTS OF PRIOR LAW
25 THAT A CURRENT SUBSISTENCE CERTIFICATE BE SUBMITTED IN ORDER TO
26 QUALIFY, THAT THE OFFICIAL PUBLICATION OF NOTICE OF
27 QUALIFICATION INCLUDE THE CHARACTER AND NATURE OF THE BUSINESS
28 TO BE DONE AND THE DATE OF QUALIFICATION, AND THAT THE
29 APPLICATION FOR A CERTIFICATE OF AUTHORITY STATE THE BUSINESS
30 PROPOSED TO BE DONE AND THAT SUCH BUSINESS IS AUTHORIZED BY THE
19870S1200B2515 - 733 -
1 ARTICLES ARE OMITTED. EXECUTION OF THE APPLICATION FOR A
2 CERTIFICATE OF AUTHORITY IS GOVERNED BY NEW 15 PA.C.S. § 1108.
3 PROVISIONS REGARDING THE CORPORATE NAME ARE SUPPLIED BY NEW 15
4 PA.C.S. § 4123.
5 15 PA.C.S. § 4125: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
6 NO.106), § 1005 (15 P.S. § 2005). PATTERNED AFTER FORMER 15
7 PA.C.S. § 8125.
8 15 PA.C.S. § 4126: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
9 NO.106), § 1007 (15 P.S. § 2007). PATTERNED AFTER FORMER 15
10 PA.C.S. § 8126. FORMER SUBSECTION B IS OMITTED. THE REQUIREMENT
11 OF PRIOR LAW THAT A CURRENT SUBSISTENCE CERTIFICATE BE SUBMITTED
12 WITH AN APPLICATION FOR AN AMENDED CERTIFICATE OF AUTHORITY
13 REFLECTING A CHANGE OF NAME IS OMITTED. EXECUTION OF THE
14 APPLICATION FOR AN AMENDED CERTIFICATE OF AUTHORITY IS GOVERNED
15 BY NEW 15 PA.C.S. § 1108.
16 15 PA.C.S. § 4127: COMPARE ACT OF MAY 5, 1933 (P.L.364,
17 NO.106), § 1009 (15 P.S. § 2009). PATTERNED AFTER FORMER 15
18 PA.C.S. § 8127. EXECUTION OF THE STATEMENT OF MERGER,
19 CONSOLIDATION OR DIVISION IS GOVERNED BY NEW 15 PA.C.S. § 1108.
20 15 PA.C.S. § 4128: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
21 NO.106), §§ 1013 AND 1016 (15 P.S. §§ 2013 AND 2016). PATTERNED
22 AFTER FORMER 15 PA.C.S. § 8128.
23 15 PA.C.S. § 4129: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
24 NO.106), § 1015 (15 P.S. § 2015). PATTERNED AFTER FORMER 15
25 PA.C.S. § 8129. SUBSECTION (A)(5) IS ADDED. EXECUTION OF THE
26 APPLICATION FOR A CERTIFICATE OF WITHDRAWAL IS GOVERNED BY NEW
27 15 PA.C.S. § 1108.
28 15 PA.C.S. § 4130: PATTERNED AFTER FORMER 15 PA.C.S. § 8130.
29 15 PA.C.S. § 4131: PATTERNED IN GENERAL AFTER REVISED MODEL
30 BUSINESS CORPORATION ACT § 4.03 (1984).
19870S1200B2515 - 734 -
1 15 PA.C.S. § 4141: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
2 NO.106), §§ 4B(3) AND 1014 (15 P.S. §§ 1004B(3) AND 2014).
3 PATTERNED AFTER FORMER 15 PA.C.S. § 8141. THE LAST CLAUSE OF
4 SUBSECTION (B) IS INTENDED TO MAKE CLEAR THAT, SINCE AT LEAST
5 1966, ESCHEAT OF PROPERTY HAS NOT BEEN A PENALTY FOR FAILURE TO
6 QUALIFY AS A FOREIGN CORPORATION FOR PROFIT.
7 15 PA.C.S. § 4142: SUBSECTION (A) IS DERIVED FROM ACT OF MAY
8 5, 1933 (P.L.364, NO.106), § 1010A (15 P.S. § 2010A), AND
9 PATTERNED IN PART AFTER FORMER 15 PA.C.S. § 8142. SUBSECTION (B)
10 IS NEW.
11 15 PA.C.S. § 4143: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
12 NO.106), §§ 1010B AND 1012 (15 P.S. §§ 2010B AND 2012).
13 PATTERNED AFTER FORMER 15 PA.C.S. § 8143.
14 15 PA.C.S. § 4144: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
15 NO.106), § 1006 (15 P.S. § 2006). PATTERNED AFTER FORMER 15
16 PA.C.S. § 8144.
17 15 PA.C.S. § 4145: PATTERNED IN PART AFTER FORMER 15 PA.C.S.
18 § 8145.
19 15 PA.C.S. § 4146: NEW.
20 15 PA.C.S. § 4161: DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
21 NO.106), § 909 (15 P.S. § 1909). SUBSECTION (B)(1) IS PATTERNED
22 IN PART AFTER N.J.S.A. § 14A:1-6(1)(A). THE REQUIREMENT FOR
23 ISSUANCE OF A CERTIFICATE OF DOMESTICATION IS SUPPLIED BY NEW 15
24 PA.C.S. § 133(E).
25 15 PA.C.S. § 4162: NEW.
26 15 PA.C.S. §§ 5101 THROUGH 6145: RENUMBERED FROM FORMER 15
27 PA.C.S. §§ 7101 THROUGH 8145, WITHOUT CHANGE IN SUBSTANCE EXCEPT
28 AS INDICATED BELOW (REFERENCES ARE TO NEW SECTION NUMBERS).
29 15 PA.C.S. § 5101: DERIVED FROM FORMER 15 PA.C.S. § 7301.
30 15 PA.C.S. § 5102: DERIVED FROM FORMER 15 PA.C.S. § 7302.
19870S1200B2515 - 735 -
1 15 PA.C.S. § 5103: CONFORMING CHANGES.
2 15 PA.C.S. § 5104: NEW.
3 15 PA.C.S. § 5109: NEW.
4 15 PA.C.S. FORMER § 7301: 15 PA.C.S. § 5101.
5 15 PA.C.S. FORMER § 7302: 15 PA.C.S. § 5102.
6 15 PA.C.S. FORMER § 7745: SUPPLIED BY 42 PA.C.S. § 8365(D).
7 15 PA.C.S. FORMER § 7951(A): SUPPLIED BY 15 PA.C.S. §
8 1961(A).
9 15 PA.C.S. FORMER § 7952(C): SUPPLIED BY 15 PA.C.S. §
10 1962(C).
11 15 PA.C.S. FORMER § 7956(A): SUPPLIED BY 15 PA.C.S. § 1966.
12 15 PA.C.S. FORMER § 7990: SUPPLIED BY 15 PA.C.S. § 503.
13 15 PA.C.S. § 7101: NEW.
14 15 PA.C.S. § 7102: SUBSECTIONS (A) AND (B) ARE A
15 GENERALIZATION OF ACT OF JUNE 7, 1887 (P.L.365, NO.252) (15 P.S.
16 § 12001 ET SEQ.). SUBSECTION (C) IS NEW.
17 15 PA.C.S. § 7103: GENERALIZATION OF ACT OF JUNE 7, 1887
18 (P.L.365, NO.252) (15 P.S. § 12001 ET SEQ.).
19 15 PA.C.S. § 7111: GENERALIZATION OF ACT OF JUNE 7, 1887
20 (P.L.365, NO.252) (15 P.S. § 12001 ET SEQ.).
21 15 PA.C.S. § 7112: GENERALIZATION OF ACT OF JUNE 7, 1887
22 (P.L.365, NO.252) (15 P.S. § 12001 ET SEQ.).
23 15 PA.C.S. § 7121: NEW.
24 15 PA.C.S. § 7122: NEW.
25 15 PA.C.S. § 7123: NEW.
26 15 PA.C.S. § 7124: NEW.
27 15 PA.C.S. § 7125: NEW.
28 15 PA.C.S. § 7301: NEW.
29 15 PA.C.S. § 7502: NEW.
30 15 PA.C.S. § 8101: NEW.
19870S1200B2515 - 736 -
1 15 PA.C.S. § 8102: NEW.
2 15 PA.C.S. § 8301: SUBSECTION (A) IS A REENACTMENT OF FORMER
3 59 PA.C.S. § 301. SUBSECTION (B) IS NEW. SEE NEW 15 PA.C.S. §
4 101(B).
5 15 PA.C.S. § 8302: REENACTMENT OF FORMER 59 PA.C.S. § 302, <--
6 EXCEPT THE FIRST CLAUSE OF THE DEFINITION OF "BUSINESS," WHICH
7 IS NEW.
8 15 PA.C.S. § 8303: REENACTMENT OF FORMER 59 PA.C.S. § 303.
9 15 PA.C.S. § 8304: REENACTMENT OF FORMER 59 PA.C.S. § 304.
10 SEE NEW 15 PA.C.S. § 110.
11 15 PA.C.S. § 8305: REENACTMENT OF FORMER 59 PA.C.S. § 305.
12 SEE NEW 15 PA.C.S. § 110.
13 15 PA.C.S. § 8311: SUBSTANTIALLY A REENACTMENT OF FORMER 59
14 PA.C.S. § 311.
15 15 PA.C.S. § 8312: REENACTMENT OF FORMER 59 PA.C.S. § 312.
16 15 PA.C.S. § 8313: REENACTMENT OF FORMER 59 PA.C.S. § 313.
17 15 PA.C.S. § 8321: REENACTMENT OF FORMER 59 PA.C.S. § 321.
18 15 PA.C.S. § 8322: REENACTMENT OF FORMER 59 PA.C.S. § 322.
19 15 PA.C.S. § 8323: REENACTMENT OF FORMER 59 PA.C.S. § 323.
20 15 PA.C.S. § 8324: REENACTMENT OF FORMER 59 PA.C.S. § 324.
21 15 PA.C.S. § 8325: REENACTMENT OF FORMER 59 PA.C.S. § 325.
22 15 PA.C.S. § 8326: REENACTMENT OF FORMER 59 PA.C.S. § 326.
23 15 PA.C.S. § 8327: REENACTMENT OF FORMER 59 PA.C.S. § 327.
24 15 PA.C.S. § 8328: REENACTMENT OF FORMER 59 PA.C.S. § 328.
25 15 PA.C.S. § 8329: REENACTMENT OF FORMER 59 PA.C.S. § 329.
26 15 PA.C.S. § 8331: REENACTMENT OF FORMER 59 PA.C.S. § 331.
27 15 PA.C.S. § 8332: REENACTMENT OF FORMER 59 PA.C.S. § 332.
28 15 PA.C.S. § 8333: REENACTMENT OF FORMER 59 PA.C.S. § 333.
29 15 PA.C.S. § 8334: REENACTMENT OF FORMER 59 PA.C.S. § 334.
30 15 PA.C.S. § 8335: REENACTMENT OF FORMER 59 PA.C.S. § 335.
19870S1200B2515 - 737 -
1 15 PA.C.S. § 8336: REENACTMENT OF FORMER 59 PA.C.S. § 336.
2 15 PA.C.S. § 8341: REENACTMENT OF FORMER 59 PA.C.S. § 341.
3 15 PA.C.S. § 8342: REENACTMENT OF FORMER 59 PA.C.S. § 342.
4 15 PA.C.S. § 8343: REENACTMENT OF FORMER 59 PA.C.S. § 343.
5 15 PA.C.S. § 8344: REENACTMENT OF FORMER 59 PA.C.S. § 344.
6 15 PA.C.S. § 8345: REENACTMENT OF FORMER 59 PA.C.S. § 345.
7 15 PA.C.S. § 8351: REENACTMENT OF FORMER 59 PA.C.S. § 351.
8 15 PA.C.S. § 8352: REENACTMENT OF FORMER 59 PA.C.S. § 352.
9 15 PA.C.S. § 8353: REENACTMENT OF FORMER 59 PA.C.S. § 353.
10 15 PA.C.S. § 8354: SUBSTANTIALLY A REENACTMENT OF FORMER 59
11 PA.C.S. § 354. THE WORDS "THE COURT SHALL DECREE A DISSOLUTION"
12 ARE ADDED TO SUBSECTION (B) TO SUPPLY AN ERROR IN THE ORIGINAL
13 TEXT OF THE UNIFORM PARTNERSHIP ACT § 32. SEE UNIFORM
14 PARTNERSHIP ACT (U.L.A.) § 32 (SUPP. 1987) FOR SIMILAR
15 AMENDMENTS IN OTHER ADOPTING JURISDICTIONS.
16 15 PA.C.S. § 8355: REENACTMENT OF FORMER 59 PA.C.S. § 355.
17 15 PA.C.S. § 8356: REENACTMENT OF FORMER 59 PA.C.S. § 356.
18 15 PA.C.S. § 8357: REENACTMENT OF FORMER 59 PA.C.S. § 357.
19 15 PA.C.S. § 8358: REENACTMENT OF FORMER 59 PA.C.S. § 358.
20 15 PA.C.S. § 8359: REENACTMENT OF FORMER 59 PA.C.S. § 359.
21 15 PA.C.S. § 8360: REENACTMENT OF FORMER 59 PA.C.S. § 360.
22 15 PA.C.S. § 8361: REENACTMENT OF FORMER 59 PA.C.S. § 361.
23 15 PA.C.S. § 8362: REENACTMENT OF FORMER 59 PA.C.S. § 362.
24 15 PA.C.S. § 8363: REENACTMENT OF FORMER 59 PA.C.S. § 363.
25 15 PA.C.S. § 8364: REENACTMENT OF FORMER 59 PA.C.S. § 364.
26 15 PA.C.S. § 8365: REENACTMENT OF FORMER 59 PA.C.S. § 365.
27 15 PA.C.S. § 8501: DERIVED FROM FORMER 59 PA.C.S. § 501.
28 PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT § 1102
29 (1985).
30 15 PA.C.S. § 8502: SUBSECTION (A) IS DERIVED FROM FORMER 59
19870S1200B2515 - 738 -
1 PA.C.S. § 502. SUBSECTION (B) IS PATTERNED IN PART AFTER REVISED
2 UNIFORM LIMITED PARTNERSHIP ACT § 1104 (1985). SEE SECTION
3 304(A)(5) OF THE ACT OF , 1988 (P.L. , NO. ), KNOWN
4 AS THE GENERAL ASSOCIATION ACT OF 1988 (15 P.S. § ).
5 15 PA.C.S. § 8503: DERIVED FROM FORMER 59 PA.C.S. §§ 511 AND
6 561. PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT §
7 101 (1985). THE DEFINITIONS OF "PERSON" AND "STATE" IN THE
8 REVISED UNIFORM ACT APPEAR IN 1 PA.C.S. § 1991. THE LAST TWO
9 SENTENCES OF THE DEFINITION OF "CERTIFICATE OF LIMITED
10 PARTNERSHIP" ARE PATTERNED AFTER THE DEFINITION OF "ARTICLES" IN
11 NEW 15 PA.C.S. § 1103. THE DEFINITIONS OF "COURT," "DEPARTMENT,"
12 "ENTITLED TO VOTE," "EXCEPT AS OTHERWISE PROVIDED," "OBLIGATION" <--
13 AND "REGISTERED OFFICE" ARE PATTERNED AFTER NEW 15 PA.C.S. §
14 1103. THE DEFINITION OF "DISTRIBUTION" IS PATTERNED AFTER D.C.
15 CODE § 41-401(5). THE DEFINITION DEFINITIONS OF "LIQUIDATING <--
16 TRUSTEE" IS AND PARTNERSHIP AGREEMENT" ARE PATTERNED AFTER 6 <--
17 DEL. CODE § 17-101(8) 17-101. THE DEFINITION OF "REGISTERED <--
18 INVESTMENT COMPANY" IS USED IN NEW 15 PA.C.S. §§ 8523 AND 8532.
19 15 PA.C.S. § 8504: DERIVED FROM FORMER 59 PA.C.S. § 503.
20 PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT § 1105
21 (1985). SEE NEW 15 PA.C.S. § 110.
22 15 PA.C.S. § 8505: SUBSECTION (A) IS DERIVED FROM FORMER 59
23 PA.C.S. § 515(A), AND IS PATTERNED IN PART AFTER REVISED UNIFORM
24 LIMITED PARTNERSHIP ACT § 102 (1985). SUBSECTION (A)(3) IS
25 PATTERNED AFTER 6 DEL. CODE § 17-102(2). SUBSECTION (B) IS
26 PATTERNED IN PART AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT
27 § 103 (1985).
28 15 PA.C.S. § 8506: PATTERNED AFTER NEW 15 PA.C.S. § 1507.
29 SUBSECTION (A) IS PATTERNED IN PART AFTER REVISED UNIFORM
30 LIMITED PARTNERSHIP ACT § 104 (1985).
19870S1200B2515 - 739 -
1 15 PA.C.S. § 8507: PATTERNED IN PART AFTER REVISED UNIFORM
2 LIMITED PARTNERSHIP ACT § 105 (1985). COMPARE NEW 15 PA.C.S. §
3 1508(A) AND (B).
4 15 PA.C.S. § 8508: REENACTMENT OF FORMER 59 PA.C.S. § 513.
5 PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT § 106
6 (1985).
7 15 PA.C.S. § 8509: DERIVED FROM FORMER 59 PA.C.S. § 527.
8 PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT § 107
9 (1985) AND 6 DEL. CODE § 17-107.
10 15 PA.C.S. § 8510: PATTERNED AFTER 42 PA.C.S. § 8365.
11 15 PA.C.S. § 8511: DERIVED FROM FORMER 59 PA.C.S. § 512.
12 PATTERNED IN PART AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT
13 § 201 (1985). SUBSECTION (C) IS SUBSTANTIALLY A REENACTMENT OF
14 FORMER 59 PA.C.S. § 512(C).
15 15 PA.C.S. § 8512: DERIVED FROM FORMER 59 PA.C.S. §§ 542(B)
16 AND 543(A). PATTERNED IN PART AFTER REVISED UNIFORM LIMITED
17 PARTNERSHIP ACT § 202 (1985). SUBSECTION (A)(4) IS PATTERNED
18 AFTER NEW 15 PA.C.S. § 1915(3). SUBSECTION (B)(1) IS PATTERNED
19 IN PART AFTER 6 DEL. CODE § 17-202(C)(5) 17-202(C)(3). <--
20 SUBSECTION (E) IS PATTERNED AFTER NEW 15 PA.C.S. § 1916(B) AND, <--
21 6 DEL. CODE § 17-202(E) AND REVISED UNIFORM LIMITED PARTNERSHIP <--
22 ACT § 206(B) (1985).
23 15 PA.C.S. § 8513: DERIVED FROM FORMER 59 PA.C.S. §§ 542(A)
24 AND 543(B). PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP
25 ACT § 203 §§ 203 AND 206(B) (1985). <--
26 15 PA.C.S. § 8514: PATTERNED IN PART AFTER REVISED UNIFORM
27 LIMITED PARTNERSHIP ACT §§ 204 AND 206(A) (SECOND SENTENCE)
28 (1985). SECTION 204(C) OF THE REVISED UNIFORM ACT IS SUPPLIED BY
29 18 PA.C.S. § 4904.
30 15 PA.C.S. § 8515: DERIVED FROM FORMER 59 PA.C.S. § 543(C).
19870S1200B2515 - 740 -
1 PATTERNED IN PART AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT
2 § 205 §§ 205 AND 206(B) (1985). <--
3 15 PA.C.S. § 8516: DERIVED FROM FORMER 59 PA.C.S. § 516.
4 PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT § 207
5 (1985). THE TESTS OF MATERIALITY AND REASONABLE RELIANCE ARE
6 PATTERNED AFTER 6 DEL. CODE § 17-207.
7 15 PA.C.S. § 8517: PATTERNED IN PART AFTER REVISED UNIFORM
8 LIMITED PARTNERSHIP ACT § 208 (1985).
9 15 PA.C.S. § 8518: PATTERNED IN PART AFTER REVISED UNIFORM
10 LIMITED PARTNERSHIP ACT § 209 (1985).
11 15 PA.C.S. § 8519: DERIVED FROM FORMER 59 PA.C.S. § 544.
12 COMPARE NEW 15 PA.C.S. § 1311.
13 15 PA.C.S. § 8521: DERIVED FROM FORMER 59 PA.C.S. §§ 522 AND
14 533. PATTERNED IN PART AFTER REVISED UNIFORM LIMITED PARTNERSHIP
15 ACT § 301 (1985). DELETION OF THE REQUIREMENT OF THE REVISED
16 UNIFORM ACT THAT CONSENT UNDER SUBSECTION (B)(1) BE WRITTEN IS
17 PATTERNED AFTER 6 DEL. CODE § 17-301(1).
18 15 PA.C.S. § 8522: PATTERNED AFTER 6 DEL. CODE § 17-302.
19 SUBSECTION (B) IS PATTERNED IN PART AFTER REVISED UNIFORM
20 LIMITED PARTNERSHIP ACT § 302 (1985).
21 15 PA.C.S. § 8523: DERIVED FROM FORMER 59 PA.C.S. §§ 515(B)
22 AND 521. PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT
23 § 303 (1985), AND 6 DEL. CODE § 17-303. SUBSECTION (B)(9) IS
24 PATTERNED AFTER FORMER NEBRASKA STATUTES § 67-210(3). SUBSECTION
25 (B)(12) IS PATTERNED AFTER D.C. CODE § 41-433(8).
26 15 PA.C.S. § 8524: DERIVED FROM FORMER 59 PA.C.S § 525.
27 PATTERNED IN PART AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT
28 § 304 (1985). TEST OF ACTION WITHIN REASONABLE TIME IN
29 SUBSECTION (A) AND REQUIREMENTS OF REASONABLE RELIANCE IN
30 SUBSECTION (B) ARE PATTERNED AFTER 6 DEL. CODE § 17-304.
19870S1200B2515 - 741 -
1 15 PA.C.S. § 8525: DERIVED FROM FORMER 59 PA.C.S. § 524(A).
2 PATTERNED IN PART AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT
3 § 305 (1985) AND 6 DEL. CODE § 17-305.
4 15 PA.C.S. § 8531: DERIVED FROM FORMER 59 PA.C.S. §
5 543(A)(2). PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP
6 ACT § 401 (1985). REFERENCE IN SUBSECTION (A) TO CONSENT BY A
7 MAJORITY IN INTEREST OF THE LIMITED PARTNERS IS PATTERNED AFTER
8 D.C. CODE § 41-441.
9 15 PA.C.S. § 8532: SUBSECTION (A) IS DERIVED FROM FORMER 59
10 PA.C.S. § 534, AND IS PATTERNED AFTER REVISED UNIFORM LIMITED
11 PARTNERSHIP ACT § 402 (1985). REFERENCES IN SUBSECTION (A)(4), <--
12 (5), (7) AND (10) TO WRITTEN CONSENT OF THE PARTNERS ARE
13 PATTERNED AFTER 6 DEL. CODE § 17-402(A). SUBSECTION (B) IS NEW.
14 15 PA.C.S. § 8533: DERIVED FROM FORMER 59 PA.C.S. § 523.
15 PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT § 403
16 (1985).
17 15 PA.C.S. § 8534: DERIVED FROM FORMER 59 PA.C.S. § 526.
18 PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT § 404
19 (1985).
20 15 PA.C.S. § 8535: PATTERNED AFTER REVISED UNIFORM LIMITED
21 PARTNERSHIP ACT § 405 (1985) AND 6 DEL. CODE § 17-405. <--
22 15 PA.C.S. § 8541: DERIVED FROM FORMER 59 PA.C.S. § 514.
23 PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT § 501
24 (1985).
25 15 PA.C.S. § 8542: DERIVED FROM FORMER 59 PA.C.S. § 531.
26 PATTERNED IN PART AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT
27 § 502 (1985).
28 15 PA.C.S. § 8543: DERIVED FROM FORMER 59 PA.C.S. § 524(B).
29 PATTERNED IN PART AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT
30 § 503 (1985).
19870S1200B2515 - 742 -
1 15 PA.C.S. § 8544: DERIVED FROM FORMER 59 PA.C.S. § 528.
2 PATTERNED IN PART AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT
3 § 504 (1985).
4 15 PA.C.S. § 8545: PATTERNED AFTER NEW 15 PA.C.S. § 1921. <--
5 15 PA.C.S. § 8545 8546: PATTERNED AFTER NEW 15 PA.C.S. §§ <--
6 1922, 1923, 1924 AND 1925.
7 15 PA.C.S. § 8547: PATTERNED AFTER NEW 15 PA.C.S. §§ 1901,
8 1926 AND 1927.
9 15 PA.C.S. § 8548: PATTERNED AFTER NEW 15 PA.C.S. § 1928.
10 15 PA.C.S. § 8549: PATTERNED AFTER NEW 15 PA.C.S. § 1929.
11 15 PA.C.S. § 8551: PATTERNED AFTER REVISED UNIFORM LIMITED
12 PARTNERSHIP ACT § 601 (1985).
13 15 PA.C.S. § 8552: PATTERNED AFTER REVISED UNIFORM LIMITED
14 PARTNERSHIP ACT § 602 (1985) AND 6 DEL. CODE § 17-602. COMPARE
15 NEW 15 PA.C.S. § 8360.
16 15 PA.C.S. § 8553: DERIVED FROM FORMER 59 PA.C.S. §
17 530(A)(3) AND (B). SUBSECTION (A) IS PATTERNED AFTER REVISED
18 UNIFORM LIMITED PARTNERSHIP ACT § 603 (1985). SUBSECTION (B) IS
19 PATTERNED AFTER 6 DEL. CODE § 17-603 (LAST SENTENCE).
20 15 PA.C.S. § 8554: DERIVED FROM FORMER 59 PA.C.S. §
21 530(A)(2). PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP
22 ACT § 604 (1985).
23 15 PA.C.S. § 8555: DERIVED FROM FORMER 59 PA.C.S. § 530(C).
24 PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT § 605
25 (1985).
26 15 PA.C.S. § 8556: PATTERNED AFTER REVISED UNIFORM LIMITED
27 PARTNERSHIP ACT § 606 (1985) AND 6 DEL. CODE § 17-606.
28 15 PA.C.S. § 8557: DERIVED FROM FORMER 59 PA.C.S. §§ 529 AND
29 530(A)(1). PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP
30 ACT § 607 (1983) (1985), AS ADOPTED IN CALIFORNIA. SEE CAL. <--
19870S1200B2515 - 743 -
1 CORP. CODE § 15666.
2 15 PA.C.S. § 8558: DERIVED FROM FORMER 59 PA.C.S. § 531.
3 PATTERNED IN PART AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT
4 § 608 (1985).
5 15 PA.C.S. § 8561: DERIVED FROM FORMER 59 PA.C.S. § 532.
6 PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT § 701
7 (1985).
8 15 PA.C.S. § 8562: DERIVED FROM FORMER 59 PA.C.S. § 533.
9 PATTERNED AFTER 6 DEL. CODE § 17-702. SUBSECTION (A) IS
10 PATTERNED IN PART AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT
11 § 702 (1985).
12 15 PA.C.S. § 8563: DERIVED FROM FORMER 59 PA.C.S. § 536.
13 PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT § 703
14 (1985).
15 15 PA.C.S. § 8564: DERIVED FROM FORMER 59 PA.C.S. § 533.
16 PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT § 704
17 (1985).
18 15 PA.C.S. § 8565: DERIVED FROM FORMER 59 PA.C.S. § 535.
19 PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT § 705
20 (1985).
21 15 PA.C.S. § 8571: SUBSECTION (A) IS DERIVED FROM FORMER 59
22 PA.C.S. §§ 523(7) AND 534, AND IS PATTERNED AFTER REVISED
23 UNIFORM LIMITED PARTNERSHIP ACT § 801 (1985). THE BALANCE OF THE
24 SECTION IS ADDED. AS TO SUBSECTION (C), SEE SECTION 304(A)(6) OF
25 THE ACT OF , 1988 (P.L. , NO. ), KNOWN AS THE
26 GENERAL ASSOCIATION ACT OF 1988 (15 P.S. § ).
27 15 PA.C.S. § 8572: PATTERNED AFTER REVISED UNIFORM LIMITED
28 PARTNERSHIP ACT § 802 (1985).
29 15 PA.C.S. § 8573: PATTERNED AFTER REVISED UNIFORM LIMITED
30 PARTNERSHIP ACT § 803 (1985) AND 6 DEL. CODE § 17-803(A).
19870S1200B2515 - 744 -
1 COMPARE NEW 15 PA.C.S. § 8359.
2 15 PA.C.S. § 8574: DERIVED FROM FORMER 59 PA.C.S. § 541.
3 PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT § 804
4 (1985) AND 6 DEL. CODE § 17-804(1) 17-804. <--
5 15 PA.C.S. § 8575: PATTERNED AFTER NEW 15 PA.C.S. § 1979.
6 15 PA.C.S. § 8581: DERIVED FROM FORMER 59 PA.C.S. § 562.
7 PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT § 901
8 (1985).
9 15 PA.C.S. § 8582: SUBSECTION (A) IS DERIVED FROM FORMER 59
10 PA.C.S. § 563 AND IS PATTERNED IN PART AFTER REVISED UNIFORM
11 LIMITED PARTNERSHIP ACT § 902 (1985). SUBSECTION (B) IS
12 PATTERNED AFTER CONN. G.S.A. § 34-380 AND MICH. CON. L.A. §
13 449.1909.
14 15 PA.C.S. § 8583: SUBSTANTIALLY A REENACTMENT OF FORMER 59
15 PA.C.S. § 564. PATTERNED IN PART AFTER REVISED UNIFORM LIMITED
16 PARTNERSHIP ACT § 903 (1985).
17 15 PA.C.S. § 8584: REENACTMENT OF FORMER 59 PA.C.S. § 565.
18 PATTERNED IN PART AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT
19 § 904 (1985).
20 15 PA.C.S. § 8585: SUBSECTION (A) IS DERIVED FROM FORMER 59
21 PA.C.S. § 566, AND IS PATTERNED IN PART AFTER REVISED UNIFORM
22 LIMITED PARTNERSHIP ACT § 905 (1985). SUBSECTIONS (B) AND (C)
23 ARE NEW.
24 15 PA.C.S. § 8586: SUBSECTION (A) IS DERIVED FROM FORMER 59
25 PA.C.S. § 567, AND IS PATTERNED IN PART AFTER REVISED UNIFORM
26 LIMITED PARTNERSHIP ACT § 906 (1985). SUBSECTION (B) IS
27 PATTERNED AFTER NEW 15 PA.C.S. § 4129(D).
28 15 PA.C.S. § 8587: SUBSECTIONS (A)-(C) ARE DERIVED FROM
29 FORMER 59 PA.C.S. § 568 AND ARE PATTERNED IN PART AFTER REVISED
30 UNIFORM LIMITED PARTNERSHIP ACT § 907(A)-(C) (1985). THE SECOND
19870S1200B2515 - 745 -
1 SENTENCE OF SUBSECTION (A) IS PATTERNED AFTER THE SECOND
2 SENTENCE OF NEW 15 PA.C.S. § 4141(A). SUBSECTIONS (D) AND (E)
3 ARE PATTERNED AFTER NEW 15 PA.C.S. § 4143(A) AND (B). SECTION
4 907(D) OF THE REVISED UNIFORM ACT IS SUPPLIED BY 42 PA.C.S. CH.
5 53 SUBCH. B.
6 15 PA.C.S. § 8588: SUBSTANTIALLY A REENACTMENT OF FORMER 59
7 PA.C.S. § 569. PATTERNED AFTER REVISED UNIFORM LIMITED
8 PARTNERSHIP ACT § 908 (1985).
9 15 PA.C.S. § 8589: PATTERNED AFTER NEW 15 PA.C.S. § 4142.
10 15 PA.C.S. § 8591: PATTERNED AFTER REVISED UNIFORM LIMITED
11 PARTNERSHIP ACT § 1001 (1985). THE LAST SENTENCE IS PATTERNED
12 AFTER D.C. CODE § 41-499.11.
13 15 PA.C.S. § 8592: SUBSECTION (A) IS PATTERNED AFTER REVISED
14 UNIFORM LIMITED PARTNERSHIP ACT § 1002 (1985). SUBSECTION (B) IS
15 PATTERNED AFTER NEW 15 PA.C.S. § 1782(B).
16 15 PA.C.S. § 8593: PATTERNED AFTER REVISED UNIFORM LIMITED
17 PARTNERSHIP ACT § 1003 (1985). THE INTRODUCTORY PROVISO IS
18 DERIVED FROM PA. CONST. ART. V, § 10 AND 42 PA.C.S. § 1722.
19 15 PA.C.S. § 8594: THE FIRST SENTENCE OF SUBSECTION (A) IS
20 PATTERNED AFTER REVISED UNIFORM LIMITED PARTNERSHIP ACT § 1004
21 (1985). THE INTRODUCTORY PROVISO OF SUBSECTION (A) IS DERIVED <--
22 FROM PA. CONST. ART. V, § 10 AND 42 PA.C.S. § 1726. THE SECOND
23 SENTENCE OF SUBSECTION (A) IS PATTERNED AFTER 6 DEL. CODE § 17-
24 1004. SUBSECTION (B) IS PATTERNED AFTER NEW 15 PA.C.S. §
25 1782(C).
26 15 PA.C.S. § 8701: SUBSECTIONS (A), (B) AND (C) ARE
27 SUBSTANTIALLY A REENACTMENT OF FORMER 59 PA.C.S. § 701. THE
28 DESIGNATION OF THE DOCUMENT FILED IN THE DEPARTMENT OF STATE IS
29 CHANGED FROM "CERTIFICATE" TO "STATEMENT." SUBSECTION (D) IS
30 NEW.
19870S1200B2515 - 746 -
1 15 PA.C.S. § 8702: REENACTMENT OF FORMER 59 PA.C.S. § 702.
2 15 PA.C.S. § 8703: SUBSTANTIALLY A REENACTMENT OF FORMER 59
3 PA.C.S. § 703. THE DESIGNATION OF THE DOCUMENT IS CHANGED FROM
4 "CERTIFICATE" TO "STATEMENT."
5 15 PA.C.S. § 8704: REENACTMENT OF FORMER 59 PA.C.S. § 704.
6 15 PA.C.S. § 8705: REENACTMENT OF FORMER 59 PA.C.S. § 705,
7 EXCEPT THAT SUBSECTION (B)(1) IS NEW AND IS INTENDED AS A
8 CODIFICATION OF EXISTING LAW. SEE SECTION 304(A)(7) OF THE ACT
9 OF , 1988 (P.L. , NO. ), KNOWN AS THE GENERAL
10 ASSOCIATION ACT OF 1988 (15 P.S. § ).
11 15 PA.C.S. § 8706: REENACTMENT OF FORMER 59 PA.C.S. § 706.
12 15 PA.C.S. § 8707: DERIVED FROM FORMER 59 PA.C.S. § 707. THE
13 WORDS "OF THE PARTNERSHIP IN ADDITION TO OR IN CONTRAVENTION OF
14 THE CHANGES" IN THE SECOND SENTENCE OF SUBSECTION (A) ARE
15 INTENDED AS A CODIFICATION OF EXISTING LAW. SEE SECTION
16 304(A)(7) OF THE ACT OF , 1988 (P.L. , NO. ), KNOWN
17 AS THE GENERAL ASSOCIATION ACT OF 1988 (15 P.S. § ).
18 15 PA.C.S. § 9101: INTENDED AS A CODIFICATION OF EXISTING
19 LAW. SEE NEW 15 PA.C.S. § 110.
20 15 PA.C.S. § 9102: SUBSTANTIALLY A REENACTMENT OF ACT OF
21 APRIL 28, 1876 (P.L.53, NO.45), § 1 (15 P.S. §12903).
22 15 PA.C.S. § 9103: SUBSTANTIALLY A REENACTMENT OF ACT OF
23 JUNE 30, 1923 (P.L.984, NO.404), §§ 1, 2 AND 4 (15 P.S. §§
24 12501, 12502 AND 12503).
25 15 PA.C.S. § 9301: DERIVED FROM ACT OF AUGUST 7, 1961
26 (P.L.941, NO.416), § 1 (15 P.S. §12601).
27 15 PA.C.S. § 9302: NEW. COMPARE ACT OF AUGUST 7, 1961
28 (P.L.941, NO.416), § 3 (15 P.S. § 12603).
29 15 PA.C.S. § 9303: DERIVED FROM ACT OF AUGUST 7, 1961
30 (P.L.941, NO.416), § 2 (15 P.S. § 12602). THE REFERENCE TO
19870S1200B2515 - 747 -
1 CHAPTER 29 IN THE DEFINITION OF "PROFESSION" IS ADDED. THE
2 DEFINITION OF "PROFESSIONAL ASSOCIATION" IS SUPPLIED BY NEW 15
3 PA.C.S. § 9302.
4 15 PA.C.S. § 9304: REENACTMENT OF ACT OF AUGUST 7, 1961
5 (P.L.941, NO.416), § 4 (15 P.S. § 12604).
6 15 PA.C.S. § 9305: SUBSECTIONS (A) AND (B) ARE DERIVED FROM
7 ACT OF AUGUST 7, 1961 (P.L.941, NO.416), § 5 (15 P.S. § 12605).
8 THE PROVISION FOR FILING NEW ARTICLES OF ASSOCIATION IS OMITTED
9 AND THE PLACE OF FILING AMENDED ARTICLES OF ASSOCIATION IS
10 CHANGED FROM THE PROTHONOTARY TO THE PLACE STATED IN THE TEXT.
11 SUBSECTIONS (C) AND (D) ARE NEW.
12 15 PA.C.S. § 9306: SUBSTANTIALLY A REENACTMENT OF ACT OF
13 AUGUST 7, 1961 (P.L.941, NO.416), § 6 (15 P.S. § 12606).
14 15 PA.C.S. § 9307: SUBSTANTIALLY A REENACTMENT OF ACT OF
15 AUGUST 7, 1961 (P.L.941, NO.416), § 7 (15 P.S. § 12607).
16 15 PA.C.S. § 9308: SUBSTANTIALLY A REENACTMENT OF ACT OF
17 AUGUST 7, 1961 (P.L.941, NO.416), § 8 (15 P.S. § 12608).
18 15 PA.C.S. § 9309: REENACTMENT OF ACT OF AUGUST 7, 1961
19 (P.L.941, NO.416), § 9 (15 P.S. § 12609).
20 15 PA.C.S. § 9310: SUBSTANTIALLY A REENACTMENT OF ACT OF
21 AUGUST 7, 1961 (P.L.941, NO.416), § 10 (15 P.S. § 12610).
22 15 PA.C.S. § 9311: REENACTMENT OF ACT OF AUGUST 7, 1961
23 (P.L.941, NO.416), § 11 (15 P.S. § 12611).
24 15 PA.C.S. § 9312: SUBSTANTIALLY A REENACTMENT OF ACT OF
25 AUGUST 7, 1961 (P.L.941, NO.416), § 12 (15 P.S. § 12612).
26 15 PA.C.S. § 9313: SUBSTANTIALLY A REENACTMENT OF ACT OF
27 AUGUST 7, 1961 (P.L.941, NO.416), § 13 (15 P.S. § 12613).
28 15 PA.C.S. § 9314: REENACTMENT OF ACT OF AUGUST 7, 1961
29 (P.L.941, NO.416), § 14 (15 P.S. § 12614).
30 15 PA.C.S. § 9315: REENACTMENT OF ACT OF AUGUST 7, 1961
19870S1200B2515 - 748 -
1 (P.L.941, NO.416), § 15 (15 P.S. § 12615).
2 15 PA.C.S. § 9316: REENACTMENT OF ACT OF AUGUST 7, 1961
3 (P.L.941, NO.416), § 16 (15 P.S. § 12616).
4 15 PA.C.S. § 9317: REENACTMENT OF ACT OF AUGUST 7, 1961
5 (P.L.941, NO.416), § 17 (15 P.S. § 12617).
6 15 PA.C.S. § 9318: REENACTMENT OF ACT OF AUGUST 7, 1961
7 (P.L.941, NO.416), § 18 (15 P.S. § 12618).
8 15 PA.C.S. § 9319: SUBSECTIONS (A), (B) AND (D) ARE DERIVED
9 FROM ACT OF AUGUST 7, 1961 (P.L.941, NO.416), § 19 (15 P.S. §
10 12619). THE REQUIREMENT OF PRIOR LAW FOR 60 DAYS' REGISTERED OR
11 CERTIFIED MAIL NOTICE IS REPLACED BY THE REQUIREMENT SET FORTH
12 IN THE TEXT. SUBSECTION (C) IS NEW.
13 15 PA.C.S. § 9501: NEW. AS TO TAXATION OF BUSINESS TRUSTS,
14 SEE 61 PA. CODE §§ 153.1(B)(1) AND 155.1(B). NO CHANGE IN THE
15 LAW IS INTENDED.
16 15 PA.C.S. § 9502: INTENDED AS A CODIFICATION OF
17 PENNSYLVANIA COMPANY FOR INSURANCE OF LIVES AND GRANTING
18 ANNUITIES V. WALLACE, 346 PA.532 (1943). PATTERNED AFTER 60
19 OKLA. STAT. § 171.
20 15 PA.C.S. § 9503: NEW. PATTERNED IN PART AFTER 60 OKLA.
21 STAT. § 172.
22 15 PA.C.S. § 9504: NEW. PATTERNED IN PART AFTER 15 PA.C.S.
23 §§ 1306(A)(2) AND 1507.
24 15 PA.C.S. § 9505: NEW. PATTERNED AFTER 60 OKLA. STAT. §
25 173.
26 15 PA.C.S. § 9506: NEW. SUBSECTION (A) PATTERNED AFTER 60
27 OKLA. STAT. § 174.
28 AMENDATORY BILL
19870S1200B2515 - 749 -
1 SECTION 104: NEW. COMPARE FORMER 15 PA.C.S. § 101(C) AND 15
2 P.S. § 4 NOTE.
3 SECTION 105: DERIVED FROM ACT OF NOVEMBER 15, 1972
4 (P.L.1063, NO.271), § 7 (FORMER 15 PA.C.S. § 101 NOTE).
5 SECTION 106: SUBSTANTIALLY A REENACTMENT OF ACT OF JULY 10,
6 1981 (P.L.237, NO.77), § 6 (FORMER 59 PA.C.S.A. § 701 NOTE).
7 SECTION 107: NEW.
8 DIVISION II
9 SECTION 201: NEW. <--
10 SECTION 202: NEW.
11 SECTION 203: NEW.
12 SECTION 204: NEW. SEE SECTION 304(A)(3) OF THE ACT OF
13 , 1988 (P.L. , NO. ), KNOWN AS THE GENERAL ASSOCIATION ACT
14 OF 1988 (15 P.S. § ), AS TO THE EFFECTIVENESS OF THE AMENDMENT
15 TO 54 PA.C.S. § 311(B)(1).
16 SECTION 205: NEW. REPEALS 66 PA.C.S. § 3103 AS OBSOLETE
17 SINCE BUSINESS CORPORATIONS MAY BE ORGANIZED FOR PUBLIC UTILITY
18 PURPOSES WITHOUT SPECIFIC STATUTORY AUTHORITY.
19 SECTION 206: NEW. THE UNOFFICIAL CITATIONS OF THE STATUTES
20 AFFECTED BY THIS SECTION ARE AS FOLLOWS:
21 UNOFFICIAL
22 ACT SECTION CITATION
23 1921, NO.284 751(A) 40 P.S. § 910-51(A)
24 1937, NO.66 3 7 P.S. § 6203
25 7 7 P.S. § 6207
26 13 7 P.S. § 6213
27 1947, NO.140 2 63 P.S. § 9.2
28 8.4 63 P.S. § 9.8D
19870S1200B2515 - 750 -
1 8.6 63 P.S. § 9.8F
2 1952, (1951) NO.522 8(B) 63 P.S. § 479.8(B)
3 8(D) 63 P.S. § 479.8(D)
4 1959, NO.606 4 15 P.S. § 2704
5 8 15 P.S. § 2708
6 9.1 15 P.S. § 2709.1
7 1965, NO.356 802 7 P.S. § 802
8 1204 7 P.S. § 1204
9 1207 7 P.S. § 1207
10 1222 7 P.S. § 1222
11 DIVISION III
12 SECTION 301: NEW.
13 SECTION 302(A): THE PROVISIONS REPEALED BY THIS SUBSECTION
14 ARE SUPPLIED IN THIS ACT AS FOLLOWS (AN ASTERISK INDICATES THAT
15 A PROVISION IS REPEALED IN PART):
16 REPEALED UNOFFICIAL SUPERSEDING
17 ACT SECTION CITATION PROVISION OF
18 TITLE 15
19 (UNLESS OTHERWISE NOTED)
20 1838, NO.22 - 15 P.S. § 4064 OBSOLETE
21 1840, NO.91 1 15 P.S. § 4313 OBSOLETE
22 2 15 P.S. § 4314 OBSOLETE
23 1842, NO.14 1 15 P.S. § 4301 NOTE OBSOLETE
24 1843, NO.173 1-7 - SPECIAL
25 8 - REPEALED 1917
26 9 - SPECIAL
19870S1200B2515 - 751 -
1 10 15 P.S. § 4320 OBSOLETE
2 11-18 - SPECIAL
3 1845, NO.243 1 15 P.S. § 4163 OBSOLETE
4 1847, NO.273 1 15 P.S. § 4002 1755(A), 1732(A)
5 2 15 P.S. § 4012 OBSOLETE
6 1847, NO.276 1 15 P.S. § 4161 66 PA.C.S. § 2701
7 1848, NO.1 1 15 P.S. § 4315 OBSOLETE
8 2 - OBSOLETE
9 3 15 P.S. § 4321 OBSOLETE
10 4 - OBSOLETE
11 1848, NO.363 1-3 - OBSOLETE
12 4 15 P.S. § 4316 OBSOLETE
13 5 - OBSOLETE
14 1849, NO.76 1 15 P.S. § 3953 OBSOLETE
15 2 15 P.S. § 3901 CH.13A
16 3 15 P.S. § 3902 1310, 1504, 1732
17 4 15 P.S. § 3965 CHS.11 TO 19
18 5 15 P.S. § 4003 CH.17D
19 6 15 P.S. § 4020 CHS.11 TO 19
20 7 15 P.S. § 3954 CH.15B
21 8 15 P.S. § 3955 CH.15B
22 9 15 P.S. § 3956 CH.15C
23 10 15 P.S. § 4061 1511
24 11 - REPEALED 1978
25 12 - REPEALED 1978
26 13 15 P.S. § 4067 66 PA.C.S. § 2704
27 14 - REPEALED 1978
28 15 - REPEALED 1972
29 16 - REPEALED 1860
30 17 - REPEALED 1968
19870S1200B2515 - 752 -
1 18 - REPEALED 1978
2 19 15 P.S. § 4062 OBSOLETE
3 20 15 P.S. § 3903 501
4 1853, NO.239 1 15 P.S. § 4072 NOTE OBSOLETE
5 1856, NO.74 1 15 P.S. § 4208 1510
6 1857, NO.595 1 15 P.S. § 4206 1903
7 1857, NO.664 1 15 P.S. § 4317 66 PA.C.S. § 2702
8 1858, NO.402 1 15 P.S. § 4318 1511
9 1859, NO.293 1 15 P.S. § 4254 OBSOLETE
10 1861, NO.3 1 68 P.S. § 55 4143(A), SEC.
11 302(A) OF ACT
12 1861, NO.262 1 15 P.S. § 118 1903
13 2 - SUPPLIED 1878
14 1861, NO.379 1 15 P.S. § 4255 1502
15 1861, NO.405 1 68 P.S. § 32 4143(A)
16 68 P.S. § 51 SECTION 302(A)
17 OF ACT
18 1861, NO.453 1 15 P.S. § 4254 NOTE OBSOLETE
19 1861, NO.657 1 15 P.S. § 4262 1921
20 2 15 P.S. § 4263 1922-24
21 3 15 P.S. § 4264 CH.15D, 1928-30
22 1862, NO.148 1 15 P.S. § 4301 NOTE OBSOLETE
23 2 15 P.S. § 4301 NOTE OBSOLETE
24 3 15 P.S. § 4301 NOTE OBSOLETE
25 1862, NO.490 1 15 P.S. § 4077 1511
26 1863, NO.530 1 15 P.S. § 4073 OBSOLETE
27 1865, NO.18 1 15 P.S. § 4071 1511
28 1865, NO.28 1 - REPEALED 1968
29 2 15 P.S. § 4019 1723
30 1865, NO.35 1 15 P.S. § 4272 1921
19870S1200B2515 - 753 -
1 2 15 P.S. § 4273 1922-24
2 3 15 P.S. § 4274 1928
3 4 15 P.S. § 4275 1929(A)
4 5 15 P.S. § 4276 1926
5 6 15 P.S. § 4277 1929(B)
6 7 15 P.S. § 4278 1929(C)
7 8 15 P.S. § 4279 1930
8 1865, NO.626 2 68 P.S. § 59 4143(A), SEC.
9 302(A) OF ACT
10 1865, NO.837 1 15 P.S. § 3966 1758(A)
11 1865, NO.839 1 15 P.S. § 4162 OBSOLETE
12 1865, NO.841 1 15 P.S. § 4213 1903
13 1866, NO.273 1 53 P.S. § 16433 NOTE OBSOLETE
14 2 - OBSOLETE
15 3 - OBSOLETE
16 4 53 P.S. § 16433 OBSOLETE
17 5 53 P.S. § 16434 OBSOLETE
18 1866, NO.95 1 15 P.S. § 4004 1765
19 1867, NO.1283 1 15 P.S. § 4001 1722
20 1867, NO.40 1 15 P.S. § 3962 1523
21 1868, NO.4 1 15 P.S. § 4013 1755(A), 1732(A)
22 1868, NO.267 1 15 P.S. § 118 NOTE OBSOLETE
23 1868, NO.335 1 15 P.S. § 118 NOTE OBSOLETE
24 1868, NO.17 1 15 P.S. § 111 1502(A)
25 1868, NO.20 1 15 P.S. § 4271 OBSOLETE
26 1868, NO.29 1 15 P.S. § 3904 CH.13A, 1502
27 2 15 P.S. § 3906 OBSOLETE
28 3 - REPEALED 1978
29 4 15 P.S. § 3951 OBSOLETE
30 5 15 P.S. § 3909 1309
19870S1200B2515 - 754 -
1 6 - REPEALED 1968
2 7 15 P.S. § 4018 1722, 1723
3 8 - REPEALED 1968
4 9 15 P.S. § 4070 NOTE SUPPLIED 1917
5 10 - REPEALED 1978
6 11 - REPEALED 1978
7 12 15 P.S. § 3912 OBSOLETE
8 13 15 P.S. § 3913 501
9 1868, NO.61 1 15 P.S. § 4260 1502(A)(6)
10 1869, NO.9 1 15 P.S. § 4042 1502(A)(6)-(8)
11 1869, NO.10 1 15 P.S. § 4010 1722, 1723, 1730,
12 1732
13 2 15 P.S. § 3941 1502(A)(15),
14 1703, 1704
15 1869, NO.11 1 15 P.S. § 4081 1511
16 2 15 P.S. § 4082 1511
17 1869, NO.16 1 15 P.S. § 4303 1511
18 1869, NO.24 1 15 P.S. § 4269 1929
19 1869, NO.33 1 15 P.S. § 4041 1502(A)(6)-(8)
20 1869, NO.70 1 68 P.S. § 55 NOTE 4143(A), SEC.
21 302(A) OF ACT
22 1870, NO.8 1 15 P.S. § 4259 OBSOLETE
23 1870, NO.26 1 15 P.S. § 856 503
24 1870, NO.46 1 15 P.S. § 4204 1502(A)(6)
25 1870, NO.13 1 15 P.S. § 3903 NOTE 503, 66 PA.C.S.
26 § 503
27 1870, NO.48 1 15 P.S. § 4270 1502, 1921
28 1870, NO.1170 1 15 P.S. § 4281 1921
29 1871, NO.61 1 15 P.S. § 4322 66 PA.C.S. § 1102
30 1871, NO.232 1 15 P.S. § 3917 1301
19870S1200B2515 - 755 -
1 2 15 P.S. § 3918 OBSOLETE
2 1871, NO.234 1 15 P.S. § 4083 1511
3 1871, NO.830 1 15 P.S. § 4261 1502, 1921
4 1871, NO.263 1 15 P.S. § 3952 OBSOLETE
5 1872, NO.25 1 15 P.S. § 4084 1511
6 1872, NO.39 1 15 P.S. § 851 1985
7 2 - REPEALED 1971
8 3 - REPEALED 1978
9 1873, NO.95 1 15 P.S. § 4063 NOTE OBSOLETE
10 1873, NO.450 1 15 P.S. § 3601 NOTE SUPPLIED 1901
11 2 15 P.S. § 3601 NOTE SUPPLIED 1901
12 1873, NO.219 1 15 P.S. § 4011 1732
13 1873, NO.303 1 15 P.S. § 4323 OBSOLETE
14 2 15 P.S. § 4324 OBSOLETE
15 1874, NO.13 1 15 P.S. § 3017 NOTE 505
16 1874, NO.36 1 15 P.S. § 853 CHS. 19F, 19G
17 1874, NO.32 1 15 P.S. § 3012 1301
18 2 SUBD.1 - REPEALED 1933
19 2 SUBD.2 15 P.S. § 3014 1301
20 2.1 15 P.S. § 3011 1305
21 3 15 P.S. § 3016 1306, 1307, 1308,
22 1309
23 4 15 P.S. § 3015 501, 1502(A)(1)
24 5 15 P.S. § 3101 1504
25 15 P.S. § 3102 CH.17B
26 6 15 P.S. § 3104 1756
27 7 - REPEALED 1966
28 8 - REPEALED 1966
29 9 15 P.S. § 3106 1725(C)
30 10 15 P.S. § 3105 NOTE 1758
19870S1200B2515 - 756 -
1 11 15 P.S. § 3132 1529
2 12 15 P.S. § 3135 1502, CH.15B
3 13 - REPEALED 1966
4 14 15 P.S. § 3136 1526
5 15 15 P.S. § 3137 1553
6 16 - REPEALED 1913
7 17 15 P.S. § 3131 CH.15B
8 18 15 P.S. § 3025 1924
9 19 15 P.S. § 3026 CH.19C
10 20 15 P.S. § 3027 1765
11 21 15 P.S. § 3028 CH.17D
12 22 15 P.S. § 3029 1927
13 23 15 P.S. § 3024 1921
14 24 15 P.S. § 3139 1526
15 25 15 P.S. § 3020 OBSOLETE
16 26 - REPEALED 1966
17 27 40 P.S. § 382 NOTE SUPPLIED 1876
18 28 40 P.S. § 552 SUPPLIED 1876
19 29 - SUPPLIED 1921
20 30 - REPEALED 1966
21 31 - REPEALED 1966
22 32 - REPEALED 1966
23 33 15 P.S. § 3301 66 PA.C.S. § 1103
24 33CL.1 15 P.S. § 3302 1511
25 33CL.2 15 P.S. § 3303 1511
26 33CL.3 - REPEALED 1966
27 33CL.4 - REPEALED 1968
28 33CL.5 - REPEALED 1966
29 34 15 P.S. § 3201 OBSOLETE
30 34CL.1 15 P.S. § 3221 1511
19870S1200B2515 - 757 -
1 34CL.2 15 P.S. § 3241 1511
2 34CL.3 - REPEALED 1966
3 34CL.4 15 P.S. § 3248 1511
4 34CL.5 - REPEALED 1972
5 34CL.6 - REPEALED 1972
6 34CL.7 15 P.S. § 3202 REPEALED 1985,
7 SEC. 302(A) OF
8 ACT
9 35 - REPEALED 1963
10 36 - REPEALED 1963
11 37 - REPEALED 1966
12 38 - REPEALED 1959
13 39 15 P.S. § 3133 OBSOLETE
14 39CL.1 - REPEALED 1913
15 39CL.2 15 P.S. § 3134 1524
16 39CL.3-5 - REPEALED 1966
17 39CL.6 - REPEALED 1968
18 39CL.7-10 - REPEALED 1966
19 39CL.11 - REPEALED 1968
20 39CL.12 - REPEALED 1966
21 39CL.13 - REPEALED 1968
22 40 15 P.S. § 3166 CH.19B
23 41 15 P.S. § 3021 1511(G)(2)
24 15 P.S. § 3022
25 15 P.S. § 3023
26 42 - REPEALED 1963
27 43 - REPEALED 1966
28 44 - REPEALED 1966
29 45 - REPEALED 1963
30 46 - REPEALER
19870S1200B2515 - 758 -
1 1874, NO.64 1 15 P.S. § 3017 NOTE OBSOLETE
2 1874, NO.117 1 15 P.S. § 4149 OBSOLETE
3 2 15 P.S. § 4150 OBSOLETE
4 1874, NO.162 1 15 P.S. § 3907 OBSOLETE
5 2 15 P.S. § 3910 OBSOLETE
6 3 15 P.S. § 3911 1309
7 4 - REPEALER
8 1874, NO.169 1 15 P.S. § 4078 66 PA.C.S. § 2702
9 1874, NO.175 1 15 P.S. § 3942 1508
10 1875, NO.9 1 15 P.S. § 4063 OBSOLETE
11 1875, NO.30 1 15 P.S. § 3919 OBSOLETE
12 1876, NO.36 1 15 P.S. § 3105 1758(C)
13 1876, NO.45 1 15 P.S. § 12903 9102
14 1876, NO.52 1 15 P.S. § 3305 1511
15 2 15 P.S. § 3306 1511
16 3 15 P.S. § 3307 OBSOLETE
17 4 15 P.S. § 3308 1511
18 1876, NO.57 1 15 P.S. § 4212 1903
19 1876, NO.93 1 68 P.S. § 57 NOTE 4143(A), SEC.
20 302(A) OF ACT
21 1876, NO.128 1 15 P.S. § 3916 OBSOLETE
22 1878, NO.108 1 68 P.S. § 60 4143(A), SEC.
23 302(A) OF ACT
24 1878, NO.184 1 15 P.S. § 118 AMENDATORY
25 2 15 P.S. § 119 OBSOLETE
26 3 - REPEALED 1968
27 1878, NO.224 1 15 P.S. § 4203 OBSOLETE
28 1879, NO.26 1 15 P.S. § 4201 NOTE OBSOLETE
29 1881, NO.8 1 66 P.S. § 57 NOTE 4143(A), SEC.
30 302(A) OF ACT
19870S1200B2515 - 759 -
1 1881, NO.31 1 15 P.S. § 3920 OBSOLETE
2 2 15 P.S. § 3921 OBSOLETE
3 3 - REPEALED 1968
4 1881, NO.30 1 15 P.S. § 3909 NOTE OBSOLETE
5 1883, NO.40 1 15 P.S. § 3909 NOTE OBSOLETE
6 1883, NO.52 1 15 P.S. § 4068 1511
7 2 15 P.S. § 4069 CH.19B
8 1883, NO.54 1 15 P.S. § 3014 NOTE AMENDATORY
9 2 15 P.S. § 3351 1511
10 3 15 P.S. § 3352 1511
11 15 P.S. § 3353
12 15 P.S. § 3354
13 1883, NO.108 1 15 P.S. § 3161 CH.19B
14 2 15 P.S. § 3162 CH.19B
15 3 15 P.S. § 3163 CH.19B
16 4 15 P.S. § 3164 CH.19B
17 5 - REPEALED 1966
18 6 - REPEALED 1966
19 7 15 P.S. § 3001 OBSOLETE
20 15 P.S. § 3160 OBSOLETE
21 1883, NO.165 1 15 P.S. § 4325 OBSOLETE
22 1885, NO.32 1 15 P.S. § 3541 CH.13A
23 2 15 P.S. § 3542 CH.13A
24 15 P.S. § 3543
25 3 - REPEALED 1966
26 4 - REPEALED 1966
27 5 15 P.S. § 3546 CH.19B
28 6-9 - REPEALED 1966
29 10 15 P.S. § 3547 1511
30 15 P.S. § 3549
19870S1200B2515 - 760 -
1 15 P.S. § 3550
2 15 P.S. § 3551
3 15 P.S. § 3552
4 11 15 P.S. § 3553 1511
5 12 - REPEALED 1978
6 13 15 P.S. § 3555 1511
7 14-16 - REPEALED 1966
8 17 15 P.S. § 3545 CH.19C
9 18 - REPEALED 1972
10 19 - REPEALED 1966
11 20 - REPEALED 1921
12 21 - REPEALED 1966
13 22 - REPEALED 1921
14 23 - REPEALER
15 1885, NO.155 - 15 P.S. § 4211 1903
16 1887, NO.44 1 15 P.S. § 3958 1524
17 2 15 P.S. § 3959 1524
18 3 - REPEALED 1968
19 4 15 P.S. § 3960 OBSOLETE
20 5 15 P.S. § 3961 OBSOLETE
21 1887, NO.162 1 15 P.S. § 4079 66 PA.C.S. § 2702
22 2 15 P.S. § 4080 66 PA.C.S. § 2702
23 1887, NO.242 1 68 P.S. § 57 4143(A), SEC.
24 302(A) OF ACT
25 1887, NO.252 1 15 P.S. § 12001 CH.71
26 2 15 P.S. § 12002 CH.71
27 3 15 P.S. § 12003 CH.71
28 4 15 P.S. § 12004 CH.71
29 5 15 P.S. § 12005 CH.71
30 6 15 P.S. § 12006 CH.71
19870S1200B2515 - 761 -
1 7 15 P.S. § 12007 CH.71
2 8 15 P.S. § 12008 CH.71
3 9 15 P.S. § 12009 CH.71
4 10 15 P.S. § 12010 CH.71
5 11 15 P.S. § 12011 CH.71
6 12 15 P.S. § 12012 CH.71
7 13 15 P.S. § 12013 CH.71
8 14 15 P.S. § 12014 CH.71
9 15 15 P.S. § 12015 CH.71
10 16 15 P.S. § 12016 CH.71
11 17 15 P.S. § 12017 CH.71
12 18 15 P.S. § 12018 CH.71
13 19 15 P.S. § 12019 CH.71
14 20 15 P.S. § 12020 CH.71
15 21 15 P.S. § 12021 CH.71
16 22 15 P.S. § 12022 CH.71
17 23 15 P.S. § 12023 CH.71
18 24 - REPEALER
19 1889, NO.108 1 15 P.S. § 425 CH.17D
20 2 15 P.S. § 426 CH.17D
21 1889, NO.153 1 15 P.S. § 3014 NOTE AMENDATORY
22 2 15 P.S. § 3271 1511
23 3 15 P.S. § 3274 OBSOLETE
24 4 15 P.S. § 3272 1511
25 1889, NO.223 1 15 P.S. § 4282 CH.19C
26 2 15 P.S. § 4283 CH.19C
27 3 - EFFECTIVE DATE
28 1891, NO.231 1 15 P.S. § 3923 CH.19B
29 2 15 P.S. § 3924 CH.19B
30 1893, NO.90 1 15 P.S. § 425 AMENDATORY
19870S1200B2515 - 762 -
1 2 15 P.S. § 426 AMENDATORY
2 3 15 P.S. § 427 1760
3 1893, NO.103 1 15 P.S. § 3249 1511
4 2 15 P.S. § 3250 1511
5 3 15 P.S. § 3251 1511
6 1893, NO.289 1 15 P.S. § 420 1507, 1704, 1755
7 1895, NO.116 1 15 P.S. § 3252 1502
8 1895, NO.172 1 15 P.S. § 721 1528
9 2 - REPEALER
10 1895, NO.176 1 68 P.S. § 56 4143(A), SEC.
11 302(A) OF ACT
12 1895, NO.302 1 15 P.S. § 3243 1511
13 2 15 P.S. § 3244 1511
14 1895, NO.309 1 15 P.S. § 3242 1502
15 1901, NO.1 1 15 P.S. § 681 CH.15B
16 2 15 P.S. § 682 CH.15B
17 3 15 P.S. § 683 CH.15B
18 4 15 P.S. § 107 1502
19 1901, NO.2 1 15 P.S. § 4005 1724(B)
20 15 P.S. § 4006 1724(B)
21 15 P.S. § 4007 1724(B)
22 15 P.S. § 4008 1725(C)
23 15 P.S. § 4009 1724
24 1901, NO.20 1 15 P.S. § 4284 CH.19C
25 2 15 P.S. § 4285 CH.19C
26 15 P.S. § 4286 CH.19C
27 15 P.S. § 4287 CH.19C
28 3 15 P.S. § 4288 CH.19C
29 15 P.S. § 4289 CH.15D
30 4 15 P.S. § 4290 1502
19870S1200B2515 - 763 -
1 1901, NO.29 1 15 P.S. § 4280 1511
2 1901, NO.36 1 15 P.S. § 7701 NOTE OBSOLETE
3 1901, NO.177 1 15 P.S. § 3245 1502
4 1901, NO.207 1 15 P.S. § 3013 1302
5 1901, NO.329 1 15 P.S. § 3017 NOTE OBSOLETE
6 1903, NO.41 1 15 P.S. § 121 1502
7 1903, NO.52 1 15 P.S. § 430 1755, 1765
8 2 - REPEALER
9 1903, NO.185 1 15 P.S. § 904 CH.19B
10 2 - REPEALER
11 1903, NO.208 1 15 P.S. § 4072 OBSOLETE
12 1905, NO.39 1 - AMENDATORY
13 2 15 P.S. § 3135 NOTE OBSOLETE
14 1905, NO.184 1 15 P.S. § 4043 1502
15 1907, NO.287 1 15 P.S. § 3211 1511
16 1909, NO.154 15 P.S. § 3017 NOTE OBSOLETE
17 1909, NO.229 1 15 P.S. § 801 CH.19C
18 2 15 P.S. § 802 CH.19C
19 3 15 P.S. § 803 CH.19C
20 4 15 P.S. § 804 CH.19C
21 5 15 P.S. § 805 CH.15D
22 1911, NO.15 1 15 P.S. § 3017 NOTE OBSOLETE
23 1911, NO.165 1 15 P.S. § 854 1985
24 2 15 P.S. § 855 1985
25 3 15 P.S. § 855 NOTE VALIDATING ACT
26 4 - REPEALER
27 1911, NO.243 1 - AMENDATORY
28 2 15 P.S. § 3014 NOTE OBSOLETE
29 1913, NO.77 1 15 P.S. § 855 NOTE OBSOLETE
30 1913, NO.149 1 15 P.S. § 3271 NOTE OBSOLETE
19870S1200B2515 - 764 -
1 1913, NO.304 1 15 P.S. § 3271 NOTE OBSOLETE
2 2 15 P.S. § 3271 NOTE OBSOLETE
3 1917, NO.61 1 15 P.S. § 3548 1511
4 1917, NO.78 1 15 P.S. § 3017 NOTE OBSOLETE
5 1917, NO.126 1 15 P.S. § 409 1730
6 1917, NO.258 1 15 P.S. § 903 1502(A)(13)
7 1917, NO.382 1 15 P.S. § 4070 1511
8 1919, NO.52 1 15 P.S. § 907 OBSOLETE
9 1919, NO.132 1 15 P.S. § 118 NOTE OBSOLETE
10 1919, NO.135 1 15 P.S. § 3544 CH.19B
11 2 - REPEALER
12 1919, NO.249 1 15 P.S. § 3273 1502
13 2 - REPEALER
14 1919, NO.456 1 15 P.S. § 3309 CH.13A
15 2 15 P.S. § 3310 1511
16 3 15 P.S. § 3311 1511
17 4 15 P.S. § 3323 1502
18 5 15 P.S. § 3324 CH.19C
19 6 15 P.S. § 3325 CH.15D
20 7 15 P.S. § 3326 1502
21 8 15 P.S. § 3327 1502
22 9 15 P.S. § 3312 OBSOLETE
23 10 15 P.S. § 3313 OBSOLETE
24 11 15 P.S. § 3314 OBSOLETE
25 12 15 P.S. § 3315 OBSOLETE
26 13 - REPEALER
27 1921, NO.334 1 15 P.S. § 3328 1502
28 2 15 P.S. § 3329 1502
29 3 15 P.S. § 3330 CH.19C
30 4 15 P.S. § 3331 CH.19C
19870S1200B2515 - 765 -
1 5 15 P.S. § 3332 CH.15D
2 6 15 P.S. § 3333 1502
3 7 15 P.S. § 3334 1502
4 8 15 P.S. § 3335 1502
5 9 15 P.S. § 3336 1502
6 10 15 P.S. § 3337 OMITTED
7 11 15 P.S. § 3338 CH.15D
8 12 15 P.S. § 3339 OBSOLETE
9 13 - REPEALER
10 1921, NO.426 1 - REPEALED 1966
11 2 15 P.S. § 604 OBSOLETE
12 3 - REPEALED 1949
13 4 15 P.S. § 419 1704(B)
14 5 - REPEALED 1966
15 6 - REPEALER
16 1923, NO.19 1 15 PA.S. § 3017 NOTE OBSOLETE
17 1923, NO.185 1 - REPEALED 1933
18 2 - REPEALED 1933
19 3 - VALIDATING ACT
20 1923, NO.404 1 15 P.S. § 12501 9103(A)
21 2 15 P.S. § 12502 9103(B)
22 3 - REPEALED 1929
23 4 15 P.S. § 12503 9103(C)
24 5 - REPEALER
25 1925, NO.7 1 15 P.S. § 3017 NOTE OBSOLETE
26 1925, NO.131 2 15 P.S. § 102 NOTE OBSOLETE
27 1927, NO.32 1 15 P.S. § 3017 NOTE OBSOLETE
28 1927, NO.97 1 15 P.S. § 3222 1502
29 1927, NO.169 1 15 P.S. § 4371 1502
30 2 15 P.S. § 4372 CH.19C
19870S1200B2515 - 766 -
1 3 15 P.S. § 4373 CH.19C
2 4 15 P.S. § 4374 CH.19C
3 5 15 P.S. § 4375 CH.19C
4 6 15 P.S. § 4376 OBSOLETE
5 7 15 P.S. § 4377 66 PA.C.S. § 1102
6 1927, NO.327 1 15 P.S. § 12901 OBSOLETE
7 2 15 P.S. § 12902 OBSOLETE
8 3 - REPEALER
9 1929, NO.84 1 - AMENDATORY
10 2 15 P.S. § 110 NOTE OBSOLETE
11 1929, NO.175 805* 71 P.S. § 275* CH.1B
12 1929, NO.176 730* 72 P.S. § 730* OBSOLETE
13 1401* 72 P.S. § 1401* 1957(C), 5957(C)
14 1929, NO.200 1 15 P.S. § 3017 NOTE OBSOLETE
15 1929, NO.234 1 15 P.S. § 115 1511(G)(2)
16 2 15 P.S. § 116 1511(G)(2)
17 1929, NO.241 1 - AMENDATORY
18 2 15 P.S. § 110 NOTE OBSOLETE
19 1931, NO.338 1 15 P.S. § 4251 1502
20 2 15 P.S. § 4252 CH.19C
21 3 - REPEALED 1978
22 4 - REPEALER
23 5 - EFFECTIVE DATE
24 1933, NO.28 1 15 P.S. § 3017 NOTE OBSOLETE
25 1933, NO.80 1 15 P.S. § 651 CH.15B
26 2 15 P.S. § 652 CH.15B
27 3 15 P.S. § 653 CH.15B
28 4 15 P.S. § 654 CH.15B
29 5 15 P.S. § 655 CH.15B
30 6 15 P.S. § 656 CH.15B
19870S1200B2515 - 767 -
1 7 15 P.S. § 657 CH.15B
2 8 15 P.S. § 658 CH.15B
3 9 15 P.S. § 659 CH.15C
4 10 15 P.S. § 660 CH.19B
5 11 15 P.S. § 661 CH.15B
6 12 15 P.S. § 662 CH.15B
7 13 15 P.S. § 663 OBSOLETE
8 14 - REPEALER
9 15 15 P.S. § 664 OBSOLETE
10 16 - EFFECTIVE DATE
11 1933, NO.106 1 15 P.S. § 1001 1101
12 2 15 P.S. § 1002 1103
13 3A 15 P.S. § 1003A 1102, 4101
14 3B 15 P.S. § 1003B 501
15 3C 15 P.S. § 1003C 4121(B)
16 4A 15 P.S. § 1004A 1102
17 4B 15 P.S. § 1004B 1102
18 4B(3) 15 P.S. § 1004B(3) 4101, 4141
19 4C 15 P.S. § 1004C SEC. 104 OF ACT <--
20 4D 15 P.S. § 1004D SEC. 104 OF ACT
21 5A 15 P.S. § 1005A 110
22 1 PA.C.S. § 1976
23 5B 15 P.S. § 1005B 1 PA.C.S. § 1962
24 5C 15 P.S. § 1005C 1 PA.C.S. §§
25 1961, 1976
26 5D 15 P.S. § 1005D 1106
27 5E 15 P.S. § 1005E 1105
28 6A 15 P.S. § 1006A 1 PA.C.S. § 1925
29 6B 15 P.S. § 1006B 1 PA.C.S. § 1937
30 6C 15 P.S. § 1006C 1107
19870S1200B2515 - 768 -
1 6D 15 P.S. § 1006D 103, 104
2 6E 15 P.S. § 1006E 1 PA.C.S. §§
3 1902, 1924
4 7 15 P.S. § 1007 105
5 8A 15 P.S. § 1008A 1702(A), 1704(B)
6 8B 15 P.S. § 1008B 1705(A)
7 8C 15 P.S. § 1008C 1705(B)
8 8D 15 P.S. § 1008D 1706
9 8E 15 P.S. § 1008E 1708
10 9 15 P.S. § 1009 106
11 10 15 P.S. § 1010 131-136
12 11 - REPEALED 1978
13 12 15 P.S. § 1012 504
14 13 15 P.S. § 1013 505
15 14 15 P.S. § 1014 506
16 15 15 P.S. § 1015 OMITTED
17 16 15 P.S. § 1016 OMITTED
18 201 15 P.S. § 1201 1301, 1302
19 202A 15 P.S. § 1202A 1303(A)
20 202B 15 P.S. § 1202B 1303(B)
21 202C 15 P.S. § 1202C 1303(D)
22 202D 15 P.S. § 1202D 1303(E)
23 202E 15 P.S. § 1202E 1304(A)
24 202F 15 P.S. § 1202F 1303(C)
25 202G 15 P.S. § 1202G 1304(B)
26 203 15 P.S. § 1203 1305
27 204 15 P.S. § 1204 1306
28 205 15 P.S. § 1205 1307
29 206A 15 P.S. § 1206A 1308
30 206B 15 P.S. § 1206B 134
19870S1200B2515 - 769 -
1 206C 15 P.S. § 1206C 134
2 207 15 P.S. § 1207 1309
3 208 - REPEALED 1957
4 209 - REPEALED 1972
5 209.1 - REPEALED 1972
6 209.2 - REPEALED 1972
7 210 15 P.S. § 1210 1310
8 211 15 P.S. § 1211 501
9 301 15 P.S. § 1301 1501
10 302 15 P.S. § 1302 1502
11 303 15 P.S. § 1303 1503
12 304 15 P.S. § 1304 1504(A), 1504(D) <--
13 305 15 P.S. § 1305 1505, 1506
14 306 15 P.S. § 1306 1507(A)
15 307 15 P.S. § 1307 1507(B)
16 308 15 P.S. § 1308 1508
17 309 - REPEALED 1957
18 309.1 15 P.S. § 1309.1 1531
19 310 - REPEALED 1968
20 311A 15 P.S. § 1311A 1932(A), 1932(D)
21 311B 15 P.S. § 1311B 1932(B)
22 311C 15 P.S. § 1311C 1932(F)
23 311D 15 P.S. § 1311D 1932(C)
24 311E 15 P.S. § 1311E 1932(E)
25 311F 15 P.S. § 1311F 1571(B)(3)
26 312 15 P.S. § 1312 OMITTED
27 313 15 P.S. § 1313 1510(A)
28 314 15 P.S. § 1314 1502(A)(12)
29 315 15 P.S. § 1315 1502(A)(13)
30 316 15 P.S. § 1316 1502(A)(14)
19870S1200B2515 - 770 -
1 317 - REPEALED 1968
2 318 15 P.S. § 1318 1554
3 319 15 P.S. § 1319 1903(A)
4 320 15 P.S. § 1320 1903(B)
5 321 15 P.S. § 1321 1509
6 322 15 P.S. § 1322 1511
7 371 15 P.S. § 1371 2301(A)-(C)
8 372 15 P.S. § 1372 2304
9 373 15 P.S. § 1373 2303
10 374 15 P.S. § 1374 2305
11 375 15 P.S. § 1375 2306
12 376A 15 P.S. § 1376A 2307
13 376B 15 P.S. § 1376B 2302(B)
14 377 15 P.S. § 1377 2308
15 378 15 P.S. § 1378 2309
16 379 15 P.S. § 1379 2321(B)
17 380 15 P.S. § 1380 2324
18 381 15 P.S. § 1381 2331(B),(C) 2331 <--
19 382 15 P.S. § 1382 2332
20 383 15 P.S. § 1383 2333
21 384 15 P.S. § 1384 2334
22 385 15 P.S. § 1385 2335
23 386 15 P.S. § 1386 2337
24 401 15 P.S. § 1401 1721(A), 1722,
25 1724(A), 1725(A),
26 1730
27 402 15 P.S. § 1402 1722, 1723,
28 1725(B)
29 402(1) 15 P.S. § 1402(1) 1724(A)
30 402(2) 15 P.S. § 1402(2) 1723
19870S1200B2515 - 771 -
1 402(3) 15 P.S. § 1402(3) 1725(C) <--
2 1725(B)
3 402(4) 15 P.S. § 1402(4) 1703(A)
4 402(5) 15 P.S. § 1402(5) 1727(A)
5 402(6) 15 P.S. § 1402(6) 1731(A)
6 402(7) 15 P.S. § 1402(7) 1727(B)
7 403 15 P.S. § 1403 1724(B), 1725(B), <--
8 1758(C) 1725(D), 1758(B)
9 404 15 P.S. § 1404 1702(B), 1703(B)
10 405 15 P.S. § 1405 1726(A)-(C)
11 406 15 P.S. § 1406 1732
12 407 15 P.S. § 1407 1733
13 408 - REPEALED 1986
14 409 - REPEALED 1968
15 409.1A 15 P.S. § 1409.1A 1728(A)
16 409.1B 15 P.S. § 1409.1B 1728(B)
17 409.1C 15 P.S. § 1409.1C 1770
18 410A 15 P.S. § 1410A 1741
19 410B 15 P.S. § 1410B 1742
20 410C 15 P.S. § 1410C 1743
21 410D 15 P.S. § 1410D 1744
22 410E - REPEALED 1986
23 410F 15 P.S. § 1410F 1746, 1750
24 410G 15 P.S. § 1410G 1747
25 501A 15 P.S. § 1501A 1704(A)
26 501B 15 P.S. § 1501B 1755(A)
27 501C 15 P.S. § 1501C 1704(B), 1755(B)
28 501D 15 P.S. § 1501D 1755(C)
29 502 15 P.S. § 1502 1702(B), 1704(B)
30 503A 15 P.S. § 1503A 1756(A) <--
19870S1200B2515 - 772 -
1 503A(1) 15 P.S. § 1503A(1) 1756(A), 1757(A)
2 503A(2) 15 P.S. § 1503A(2) 1756(A)
3 503A(3) 15 P.S. § 1503A(3) 1756(B)
4 503B 15 P.S. § 1503B 1757(B)
5 504A 15 P.S. § 1504A 1758(A), 1759
6 504B 15 P.S. § 1504B 1758(D)
7 505 15 P.S. § 1505 1758(B), (C)
8 506 15 P.S. § 1506 1760
9 507 15 P.S. § 1507 1761
10 508 15 P.S. § 1508 1762
11 509 15 P.S. § 1509 1763(A)
12 510 15 P.S. § 1510 1764
13 511 15 P.S. § 1511 1768
14 512 15 P.S. § 1512 1765
15 513 15 P.S. § 1513 1766
16 513.1 15 P.S. § 1513.1 1767
17 514 - REPEALED 1966
18 515A 15 P.S. § 1515A 1571(A)
19 515B 15 P.S. § 1515B 1573, 1574
20 515C 15 P.S. § 1515C 1579
21 515D 15 P.S. § 1515D 1577
22 515E 15 P.S. § 1515E 1577
23 515F 15 P.S. § 1515F 1579
24 515G 15 P.S. § 1515G 1579(D)
25 515H 15 P.S. § 1515H 1580
26 515I 15 P.S. § 1515I 1576, 1577
27 515J 15 P.S. § 1515J OMITTED
28 515K 15 P.S. § 1515K 1105
29 515L 15 P.S. § 1515L 1571(B)
30 515M 15 P.S. § 1515M 1571(B)
19870S1200B2515 - 773 -
1 516 15 P.S. § 1516 1782
2 601 15 P.S. § 1601 1521
3 602 15 P.S. § 1602 1522
4 603 15 P.S. § 1603 1523
5 604 15 P.S. § 1604 1524
6 605 15 P.S. § 1605 1524
7 606 15 P.S. § 1606 1524
8 607 15 P.S. § 1607 1528(B)-(E)
9 608 15 P.S. § 1608 1527
10 609 15 P.S. § 1609 1526
11 610 15 P.S. § 1610 1524(C)
12 611A 15 P.S. § 1611A 1525(A), 1530(A)
13 611B 15 P.S. § 1611B 1530(B)
14 611C 15 P.S. § 1611C 1530(C)
15 611D 15 P.S. § 1611D 1525(B), 2513
16 611E 15 P.S. § 1611E 1525(C)
17 612 15 P.S. § 1612 1525
18 613A 15 P.S. § 1613A 1529(A)
19 613B 15 P.S. § 1613B 110, 1502(A)(15),
20 1502(A)(16), 1508
21 613.1 15 P.S. § 1613.1 1529(B)-(F)
22 614 15 P.S. § 1614 OMITTED
23 615 15 P.S. § 1615 1532
24 701 15 P.S. § 1701 1521(B), 1552(A),
25 1906
26 702 15 P.S. § 1702 1551
27 702.1 15 P.S. § 1702.1 1524(B)
28 703 15 P.S. § 1703 1551
29 704 15 P.S. § 1704 OMITTED
30 705 - REPEALED 1966
19870S1200B2515 - 774 -
1 706 15 P.S. § 1706 OMITTED
2 707 15 P.S. § 1707 1553
3 708 15 P.S. § 1708 1552(A)
4 709 15 P.S. § 1709 1552(A)
5 801 15 P.S. § 1801 1911
6 802 15 P.S. § 1802 1912
7 803 15 P.S. § 1803 1913
8 804 15 P.S. § 1804 1914
9 805 15 P.S. § 1805 1914
10 806 15 P.S. § 1806 1915
11 807 15 P.S. § 1807 OMITTED
12 808 15 P.S. § 1808 1916(A)
13 809 15 P.S. § 1809 1915, 1916(B)
14 810 15 P.S. § 1810 OMITTED
15 901 15 P.S. § 1901 1921(A),(B)
16 902A 15 P.S. § 1902A 1922(A)
17 902B 15 P.S. § 1902B 1922(C), 1923
18 902C 15 P.S. § 1902C 1924(A), (C)
19 902D 15 P.S. § 1902D 1925
20 902.1 15 P.S. § 1902.1 1924(B)
21 903 15 P.S. § 1903 1926
22 904 - REPEALED 1966
23 905 15 P.S. § 1905 1927
24 906 15 P.S. § 1906 1928
25 907 15 P.S. § 1907 1929
26 908 15 P.S. § 1908 1930
27 909 15 P.S. § 1909 4161
28 910A 15 P.S. § 1910A 2541, 2544
29 910B 15 P.S. § 1910B 2542, 2543
30 910C 15 P.S. § 1910C 2545
19870S1200B2515 - 775 -
1 910D 15 P.S. § 1910D 2546
2 910E 15 P.S. § 1910E 2542, 2546
3 910F 15 P.S. § 1910F 2548
4 910G 15 P.S. § 1910G 2541, 2542
5 911A 15 P.S. § 1911A 2551, 2552, 2553,
6 2554
7 911B 15 P.S. § 1911B 2555, 2556
8 911C 15 P.S. § 1911C 2551
9 911D 15 P.S. § 1911D 2551
10 1001A 15 P.S. § 2001A 4121(A)
11 1001B 15 P.S. § 2001B 4122
12 1002 15 P.S. § 2002 4123
13 1003 15 P.S. § 2003 4124(B)
14 1004 15 P.S. § 2004 4124(A)
15 1005 15 P.S. § 2005 4125
16 1006 15 P.S. § 2006 4144
17 1007 15 P.S. § 2007 4126
18 1008 - REPEALED 1957
19 1009 15 P.S. § 2009 4127
20 1010A 15 P.S. § 2010A 4142(A)
21 1010B 15 P.S. § 2010B 4143(B)
22 1011 - REPEALED 1972
23 1011.1 - REPEALED 1972
24 1012 15 P.S. § 2012 4143(A)
25 1013 15 P.S. § 2013 4128
26 1014 15 P.S. § 2014 4141
27 1015 15 P.S. § 2015 4129
28 1016 15 P.S. § 2016 4128
29 1101 15 P.S. § 2101 1971
30 1102 15 P.S. § 2102 1972, 1973, 1974
19870S1200B2515 - 776 -
1 1103 15 P.S. § 2103 1977
2 1103.1 15 P.S. § 2103.1 1974(C)
3 1104A 15 P.S. § 2104A 1975(A)
4 1104B 15 P.S. § 2104B 1975(B)
5 1104C 15 P.S. § 2104C 1975(C)
6 1104D 15 P.S. § 2104D 1976
7 1105 15 P.S. § 2105 1977
8 1106 15 P.S. § 2106 1978
9 1107A 15 P.S. § 2107A 1981
10 1107B 15 P.S. § 2107B 1982
11 1107C 15 P.S. § 2107C 1103 ("COURT")
12 1108A 15 P.S. § 2108A 1984
13 1108B 15 P.S. § 2108B 1985
14 1108C 15 P.S. § 2108C 1986
15 1108D 15 P.S. § 2108D 1987
16 1109 15 P.S. § 2109 1988
17 1110 15 P.S. § 2110 1989
18 1111 15 P.S. § 2111 1979
19 1112 15 P.S. § 2112 503
20 1201 15 P.S. § 2201 EFFECTIVE DATE,
21 SEC. 304 OF ACT
22 1202 15 P.S. § 2202 REPEALER
23 1203 15 P.S. § 2203 REPEALER
24 1203(B) 15 P.S. § 2203(B) SEC. 302(C) OF
25 ACT
26 1204 15 P.S. § 2204 REPEALER
27 1204(D) 15 P.S. § 2204(D) SEC. 302(D) OF
28 ACT
29 1933, NO.236 1 15 P.S. § 12201 OBSOLETE
30 2 15 P.S. § 12202 OBSOLETE
19870S1200B2515 - 777 -
1 3 15 P.S. § 12203 OBSOLETE
2 4 15 P.S. § 12204 OBSOLETE
3 5 15 P.S. § 12205 OBSOLETE
4 6 15 P.S. § 12206 OBSOLETE
5 7 15 P.S. § 12207 OBSOLETE
6 8 15 P.S. § 12208 OBSOLETE
7 9 15 P.S. § 12209 OBSOLETE
8 10 15 P.S. § 12210 OBSOLETE
9 11 15 P.S. § 12211 OBSOLETE
10 12 15 P.S. § 12212 OBSOLETE
11 13 15 P.S. § 12213 OBSOLETE
12 14 15 P.S. § 12214 OBSOLETE
13 15 15 P.S. § 12215 OBSOLETE
14 16 15 P.S. § 12216 OBSOLETE
15 17 - REPEALER
16 18 - EFFECTIVE DATE
17 1937, NO.219 1 15 P.S. § 1406 NOTE 1732
18 1937, NO.600 1 15 P.S. § 3967 1758(E), 1759
19 2 - REPEALER
20 1939, NO.170 1 15 P.S. § 3905 1755
21 1939, NO.171 1 15 P.S. § 4210 1502
22 2 - EFFECTIVE DATE
23 1945, NO.114 1 15 P.S. § 432 523
24 2 15 P.S. § 433 523
25 3 15 P.S. § 434 523
26 4 15 P.S. § 410 522
27 1947, NO.79 1 15 P.S. § 4022 1703
28 2 - REPEALER
29 3 - EFFECTIVE DATE
30 1947, NO.136 1 15 P.S. § 3355 CH.19C
19870S1200B2515 - 778 -
1 2 15 P.S. § 3356 CH.19C
2 3 15 P.S. § 3357 CH.19C
3 4 15 P.S. § 3358 OMITTED
4 5 15 P.S. § 3359 CH.19C
5 6 15 P.S. § 3360 CH.19C
6 7 15 P.S. § 3361 CH.19C
7 8 15 P.S. § 3362 CH.15D
8 1947, NO.196 1 15 P.S. § 3304 1511
9 1947, NO.243 1 15 P.S. § 7207 NOTE OBSOLETE
10 1949, NO.17 1 15 P.S. § 4014 1502, 1730, 1732
11 2 15 P.S. § 4015 1502, 1732
12 3 15 P.S. § 4016 1723
13 4 15 P.S. § 4017 OBSOLETE
14 5 - EFFECTIVE DATE
15 1951, NO.302 1 - AMENDATORY
16 2 - AMENDATORY
17 3 - AMENDATORY
18 4 15 P.S. § 801 NOTE EFFECTIVE DATE
19 1953, NO.280 2 15 P.S. § 113 521
20 3 15 P.S. § 114 OBSOLETE
21 4 - EFFECTIVE DATE
22 1957, NO.169 1 15 P.S. § 3165 CH.19B
23 1957, NO.366 1 15 P.S. § 806 139
24 2 15 P.S. § 807 139
25 3 - REPEALER
26 4 - EFFECTIVE DATE
27 1957, NO.368 1 15 P.S. § 414 OBSOLETE
28 2 15 P.S. § 415 1704
29 3 15 P.S. § 416 1702
30 4 15 P.S. § 417 1705(A)
19870S1200B2515 - 779 -
1 5 15 P.S. § 418 1705(B)
2 6 15 P.S. § 431 1766
3 7 - REPEALER
4 8 - EFFECTIVE DATE
5 1959, NO.508 1 15 P.S. § 4021 1731
6 2 - EFFECTIVE DATE
7 1959, NO.509 1 15 P.S. § 3968 1759
8 2 15 P.S. § 3969 1760
9 3 15 P.S. § 3970 1761
10 4 - REPEALER
11 5 - EFFECTIVE DATE
12 1961, NO.416 1 15 P.S. § 12601 9301
13 2 15 P.S. § 12602 9303
14 3 15 P.S. § 12603 OBSOLETE
15 4 15 P.S. § 12604 9304
16 5 15 P.S. § 12605 9305(A), (B)
17 6 15 P.S. § 12606 9306
18 7 15 P.S. § 12607 9307
19 8 15 P.S. § 12608 9308
20 9 15 P.S. § 12609 9309
21 10 15 P.S. § 12610 9310
22 11 15 P.S. § 12611 9311
23 12 15 P.S. § 12612 9312
24 13 15 P.S. § 12613 9313
25 14 15 P.S. § 12614 9314
26 15 15 P.S. § 12615 9315
27 16 15 P.S. § 12616 9316
28 17 15 P.S. § 12617 9317
29 18 15 P.S. § 12618 9318
30 19(A) 15 P.S. § 12619(A) 9319(A)
19870S1200B2515 - 780 -
1 19(B) 15 P.S. § 12619(B) 9319(D)
2 19(C) 15 P.S. § 12619(C) 9319(B)
3 20 - EFFECTIVE DATE
4 1964, NO.6 901* 26 P.S. § 1-901* 1511
5 1965, NO.293 1 - AMENDATORY
6 2 - REPEALED 1966
7 3 15 P.S. § 1202 NOTE 1105(B)(2)
8 4 - EFFECTIVE DATE
9 1965, NO.356 1411 7 P.S. § 1411 511
10 1966, NO.521 1 15 P.S. § 1 OBSOLETE
11 2 15 P.S. § 2 SEC. 104 OF ACT
12 3 15 P.S. § 3 501(B)
13 4 15 P.S. § 4 OBSOLETE
14 5 15 P.S. § 5 OBSOLETE
15 6 15 P.S. § 6 OBSOLETE
16 7 15 P.S. § 7 OBSOLETE
17 8 - EFFECTIVE DATE
18 1966, NO.556 1 15 P.S. § 4351 1722
19 2 15 P.S. § 4352 1722
20 3 _ SEVERABILITY
21 SECTION
22 4 - REPEALER
23 5 _ EFFECTIVE DATE
24 1967, NO.345 509 7 P.S. § 6020-69 511
25 1968, NO.321 1 15 P.S. § 4381 OBSOLETE
26 2 15 P.S. § 4382 1511
27 3 15 P.S. § 4383 CH.19B
28 4 15 P.S. § 4384 1511
29 5 15 P.S. § 4385 REPEALER
30 6 - EFFECTIVE DATE
19870S1200B2515 - 781 -
1 1970, NO.160 1 15 P.S. § 2901 OBSOLETE
2 2 15 P.S. § 2902 2902
3 3(1) 15 P.S. § 2903 2903(B)
4 3(2) 15 P.S. § 2903 OBSOLETE
5 4(A) 15 P.S. § 2904(A) 2905(A)
6 4(B) 15 P.S. § 2904(B) 2905(B)
7 4(C) 15 P.S. § 2904(C) 2905(C)
8 4(D) 15 P.S. § 2904(D) 1311
9 5(A) 15 P.S. § 2905(A) 2901(B)
10 5(B) 15 P.S. § 2905(B) 2904
11 6(A) 15 P.S. § 2906(A) 2901(C), 2903(A)
12 6(B) 15 P.S. § 2906(B) CH.41
13 7(A) 15 P.S. § 2907(A) 2903(C), 2922(A)
14 7(B) 15 P.S. § 2907(B) 2903(D)(1)
15 7(C) 15 P.S. § 2907(C) 2903(D)(2)
16 8(A) 15 P.S. § 2908(A) 2921(A)
17 8(B) 15 P.S. § 2908(B) 2921(B)
18 8(C) 15 P.S. § 2908(C) 135
19 9 15 P.S. § 2909 1723
20 10(A) 15 P.S. § 2910(A) 2923(A), (C)
21 10(B) 15 P.S. § 2910(B) 2923(D)
22 11(A) 15 P.S. § 2911(A) 2923(B)
23 11(B) 15 P.S. § 2911(B) 2907(C)
24 11(C) 15 P.S. § 2911(C) 2907(A)
25 11(D) 15 P.S. § 2911(D) 2907(B)
26 12 15 P.S. § 2912 2924
27 13 15 P.S. § 2913 2925
28 14 15 P.S. § 2914 REPEALER
29 15 - EFFECTIVE DATE
30 1972, NO.271 7 15 PA.C.S.A. § 101 NOTE SEC. 105 OF ACT <--
19870S1200B2515 - 782 -
1 1981, NO.77 1 - AMENDATORY
2 2 - AMENDATORY
3 3 - AMENDATORY
4 4 59 PA.C.S.A. § 561 NOTE 54 PA.C.S. § 303(B)
5 5 59 PA.C.S.A. § 701 NOTE 54 PA.C.S. § 303(B)
6 6 59 PA.C.S.A. § 701 NOTE SEC. 107 OF ACT
7 7 59 PA.C.S.A. § 701 NOTE 2922, 2923
8 8 - REPEALER
9 9 - EFFECTIVE DATE
10 1981, NO.135 203* 4 P.S. § 325.203* CHS.11-19
11 1982, NO.295 5(A) 54 PA.C.S.A. § 101 NOTE OMITTED <--
12 5(B) 54 PA.C.S.A. § 101 NOTE 135(C)
13 5(C) 54 PA.C.S.A. § 101 NOTE 133(E)
14 1983, NO.92 1 - AMENDATORY
15 2 - AMENDATORY
16 3 - AMENDATORY
17 4 - AMENDATORY
18 5 - 2538(A)
19 6 - OBSOLETE
20 7 - EFFECTIVE DATE
21 THE PROVISION ATTACHED TO THE PARTIAL REPEAL OF SECTION 901
22 OF THE ACT OF JUNE 22, 1964 (P.L.84, NO.6) REVERSES THE RESULT
23 IN APPEAL OF CONWAY, 60 PA.CMWLTH. 520, 432 A.2D 276 (1981), AND
24 CURES THE CONSTITUTIONAL DEFECT IN THE EMINENT DOMAIN CODE NOTED
25 IN FOOTNOTE 3 TO THE COURT'S OPINION IN THAT CASE, 432 A.2D AT
26 278.
27 SECTION 7 OF THE ACT OF JULY 10, 1981 (P.L.237, NO.77) IS <--
28 OMITTED AS SUPPLIED IN PART BY NEW 15 PA.C.S. §§ 2922 AND 2923
29 AND OTHERWISE OBSOLETE.
30 SECTION 302(B): THE PROVISIONS REPEALED BY THIS SUBSECTION
19870S1200B2515 - 783 -
1 ARE SUPPLIED IN THIS ACT AS TO ASSOCIATIONS NOT INCORPORATED
2 UNDER OR SUBJECT TO THE INSURANCE COMPANY LAW OF 1921 AS
3 FOLLOWS:
4 REPEALED UNOFFICIAL SUPERSEDING
5 ACT SECTION CITATION PROVISION OF
6 TITLE 15
7 (UNLESS OTHERWISE NOTED)
8 1865, NO.1119 1 15 P.S. § 424 1703(A), 1704(A)
9 1869, NO.30 1 15 P.S. § 405 1727
10 1874, NO.118 1 15 P.S. § 103 1309
11 1887, NO.274 1 15 P.S. § 406 1724
12 2 - VALIDATING
13 SECTION
14 3 - REPEALED 1959
15 1891, NO.77 1 15 P.S. § 408 1730
16 1901, NO.51 1 15 P.S. § 403 1723
17 15 P.S. § 404 1723
18 1901, NO.298 1 15 P.S. § 110 1502
19 2 - REPEALER
20 1903, NO.17 1 15 P.S. § 429 1759
21 2 - REPEALER
22 1905, NO.26 1 15 P.S. § 428 1760
23 1913, NO.222 1 15 P.S. § 751 1551
24 2 - REPEALER
25 1921, NO.28 1 15 P.S. § 422 1755
26 2 15 P.S. § 423 1704
27 1923, NO.8 1 15 P.S. § 905 OBSOLETE
28 2 15 P.S. § 905 NOTE VALIDATING
29 SECTION
30 3 15 P.S. § 906 42 PA.C.S. § 6103
19870S1200B2515 - 784 -
1 42 PA.C.S. § 6104
2 1923, NO.443 1 15 P.S. § 601 1523
3 2 15 P.S. § 602 1530
4 3 - REPEALER
5 1925, NO.131 1 15 P.S. § 102 OBSOLETE
6 2 - VALIDATING
7 SECTION
8 3 - REPEALER
9 1925, NO.329 1 15 P.S. § 401 1505
10 2 15 P.S. § 402 1506
11 1925, NO.368 1 15 P.S. § 701 1502(A), 1525,
12 1530
13 2 15 P.S. § 702 OMITTED
14 3 - REPEALER
15 1927, NO.260 1 41 P.S. § 2 1510, 5510
16 2 - REPEALER
17 1929, NO.401 1 15 P.S. § 411 1763
18 2 15 P.S. § 412 1763
19 3 15 P.S. § 413 1763
20 4 - REPEALER
21 1945, NO.249 1 15 P.S. § 901 1502, 7 P.S. §
22 6020-101,
23 7 P.S. §
24 201(A)(VII)
25 2 - EFFECTIVE DATE
26 1953, NO.280 1 15 P.S. § 703 1525, 7 P.S.
27 § 1409
28 SECTION 302(C): DERIVED FROM ACT OF MAY 5, 1933 (P.L.364,
29 NO.106), § 1203(B), ADDED BY THE ACT OF JANUARY 18, 1966 (1965
30 P.L.1305, NO.519), § 50. THE PROVISIONS REPEALED BY THIS
19870S1200B2515 - 785 -
1 SUBSECTION WERE REPEALED AS TO CORPORATIONS FOR PROFIT WITH THE
2 PROVISO THAT THEY WERE REPEALED ABSOLUTELY IF REPEALED AS TO
3 CORPORATIONS NOT FOR PROFIT BY ANY AMENDMENT TO THE NONPROFIT
4 CORPORATION LAW OF 1933. THEY WERE REPEALED AS TO CORPORATIONS
5 NOT FOR PROFIT BY THE ACT OF JANUARY 18, 1966 (1965 P.L.1406,
6 NO.520), § 26(B), ADDING § 1103(B) TO THE NONPROFIT CORPORATION
7 LAW OF 1933.
8 SECTION 302(D): SUBSTANTIALLY A REENACTMENT OF ACT OF MAY 5,
9 1933 (P.L.364, NO.106), § 1204(D), ADDED BY THE ACT OF JULY 20,
10 1968 (P.L.459, NO.216), § 59.
11 SECTION 302(E): SEE SECTION 304(A)(5) OF THE ACT OF
12 , 1988 (P.L. , NO. ), KNOWN AS THE GENERAL
13 ASSOCIATION ACT OF 1988 (15 P.S. § ), AS TO THE EFFECTIVE
14 DATE OF THE REPEAL OF 59 PA.C.S. CH. 5. THE PROVISIONS REPEALED
15 BY THIS SUBSECTION ARE SUPPLIED BY THIS ACT AS FOLLOWS:
16 OFFICIAL SUPERSEDING
17 CITATION PROVISION
18 59 PA.C.S. § 301 15 PA.C.S. § 8301(A)
19 59 PA.C.S. § 302 15 PA.C.S. § 8302
20 59 PA.C.S. § 303 15 PA.C.S. § 8303
21 59 PA.C.S. § 304 15 PA.C.S. § 8304
22 59 PA.C.S. § 305 15 PA.C.S. § 8305
23 59 PA.C.S. § 311 15 PA.C.S. § 8311
24 59 PA.C.S. § 312 15 PA.C.S. § 8312
25 59 PA.C.S. § 313 15 PA.C.S. § 8313
26 59 PA.C.S. § 321 15 PA.C.S. § 8321
27 59 PA.C.S. § 322 15 PA.C.S. § 8322
28 59 PA.C.S. § 323 15 PA.C.S. § 8323
29 59 PA.C.S. § 324 15 PA.C.S. § 8324
30 59 PA.C.S. § 325 15 PA.C.S. § 8325
19870S1200B2515 - 786 -
1 59 PA.C.S. § 326 15 PA.C.S. § 8326
2 59 PA.C.S. § 327 15 PA.C.S. § 8327
3 59 PA.C.S. § 328 15 PA.C.S. § 8328
4 59 PA.C.S. § 329 15 PA.C.S. § 8329
5 59 PA.C.S. § 331 15 PA.C.S. § 8331
6 59 PA.C.S. § 332 15 PA.C.S. § 8332
7 59 PA.C.S. § 333 15 PA.C.S. § 8333
8 59 PA.C.S. § 334 15 PA.C.S. § 8334
9 59 PA.C.S. § 335 15 PA.C.S. § 8335
10 59 PA.C.S. § 336 15 PA.C.S. § 8336
11 59 PA.C.S. § 341 15 PA.C.S. § 8341
12 59 PA.C.S. § 342 15 PA.C.S. § 8342
13 59 PA.C.S. § 343 15 PA.C.S. § 8343
14 59 PA.C.S. § 344 15 PA.C.S. § 8344
15 59 PA.C.S. § 345 15 PA.C.S. § 8345
16 59 PA.C.S. § 351 15 PA.C.S. § 8351
17 59 PA.C.S. § 352 15 PA.C.S. § 8352
18 59 PA.C.S. § 353 15 PA.C.S. § 8353
19 59 PA.C.S. § 354 15 PA.C.S. § 8354
20 59 PA.C.S. § 355 15 PA.C.S. § 8355
21 59 PA.C.S. § 356 15 PA.C.S. § 8356
22 59 PA.C.S. § 357 15 PA.C.S. § 8357
23 59 PA.C.S. § 358 15 PA.C.S. § 8358
24 59 PA.C.S. § 359 15 PA.C.S. § 8359
25 59 PA.C.S. § 360 15 PA.C.S. § 8360
26 59 PA.C.S. § 361 15 PA.C.S. § 8361
27 59 PA.C.S. § 362 15 PA.C.S. § 8362
28 59 PA.C.S. § 363 15 PA.C.S. § 8363
29 59 PA.C.S. § 364 15 PA.C.S. § 8364
30 59 PA.C.S. § 365 15 PA.C.S. § 8365
19870S1200B2515 - 787 -
1 59 PA.C.S. § 501 15 PA.C.S. § 8501
2 59 PA.C.S. § 502 15 PA.C.S. § 8502(A)
3 59 PA.C.S. § 503 15 PA.C.S. § 8504
4 59 PA.C.S. § 504 OMITTED
5 59 PA.C.S. § 511 15 PA.C.S. § 8503
6 59 PA.C.S. § 512 15 PA.C.S. § 8511
7 59 PA.C.S. § 513 15 PA.C.S. § 8508
8 59 PA.C.S. § 514 15 PA.C.S. § 8541
9 59 PA.C.S. § 515(A) 15 PA.C.S. § 8505(A)
10 (B) 15 PA.C.S. § 8523(D)
11 59 PA.C.S. § 516 15 PA.C.S. § 8517 8516 <--
12 59 PA.C.S. § 521 15 PA.C.S. § 8523
13 59 PA.C.S. § 522 15 PA.C.S. § 8521
14 59 PA.C.S. § 523 15 PA.C.S. § 8533
15 (7) 15 PA.C.S. § 8571
16 59 PA.C.S. § 524(A) 15 PA.C.S. § 8525
17 (B) 15 PA.C.S. § 8543
18 59 PA.C.S. § 525 15 PA.C.S. § 8524
19 59 PA.C.S. § 526 15 PA.C.S. § 8534
20 59 PA.C.S. § 527 15 PA.C.S. § 8509
21 59 PA.C.S. § 528 15 PA.C.S. § 8544
22 59 PA.C.S. § 529 15 PA.C.S. § 8557
23 59 PA.C.S. § 530(A)(1) 15 PA.C.S. § 8557
24 (A)(2) 15 PA.C.S. § 8554
25 (A)(3) 15 PA.C.S. § 8553
26 (B) 15 PA.C.S. § 8553
27 (C) 15 PA.C.S. § 8555
28 (D) OMITTED
29 59 PA.C.S. § 531 15 PA.C.S. §§ 8542, 8558
30 59 PA.C.S. § 532 15 PA.C.S. § 8561
19870S1200B2515 - 788 -
1 59 PA.C.S. § 533 15 PA.C.S. §§ 8521, 8562,
2 8564
3 59 PA.C.S. § 534 15 PA.C.S. §§ 8532, 8571
4 59 PA.C.S. § 535 15 PA.C.S. § 8565
5 59 PA.C.S. § 536 15 PA.C.S. § 8563
6 59 PA.C.S. § 541 15 PA.C.S. § 8574
7 59 PA.C.S. § 542(A) 15 PA.C.S. § 8513
8 (B) 15 PA.C.S. § 8512(B)
9 59 PA.C.S. § 543(A)(1) 15 PA.C.S. § 8512(A)
10 (A)(2) 15 PA.C.S. § 8531
11 (B) 15 PA.C.S. § 8513
12 (C) 15 PA.C.S. § 8515
13 (D) 15 PA.C.S. § 8516 <--
14 §§ 8512(E), 8513, 8515(B)
15 (E) 15 PA.C.S. §§ 8503
16 ("CERTIFICATE OF LIMITED
17 PARTNERSHIP"), 8516 8512 <--
18 59 PA.C.S. § 544 15 PA.C.S. § 8520 8519 <--
19 59 PA.C.S. § 545 OMITTED
20 59 PA.C.S. § 561 15 PA.C.S. § 8503
21 59 PA.C.S. § 562 15 PA.C.S. § 8581
22 59 PA.C.S. § 563 15 PA.C.S. § 8582(A)
23 59 PA.C.S. § 564 15 PA.C.S. § 8583
24 59 PA.C.S. § 565 15 PA.C.S. § 8584
25 59 PA.C.S. § 566 15 PA.C.S. § 8585(A)
26 59 PA.C.S. § 567 15 PA.C.S. § 8586(A)
27 59 PA.C.S. § 568 15 PA.C.S. § 8587
28 59 PA.C.S. § 569 15 PA.C.S. § 8588
29 59 PA.C.S. § 701 15 PA.C.S. § 8701
30 59 PA.C.S. § 702 15 PA.C.S. § 8702
19870S1200B2515 - 789 -
1 59 PA.C.S. § 703 15 PA.C.S. § 8703
2 59 PA.C.S. § 704 15 PA.C.S. § 8704
3 59 PA.C.S. § 705 15 PA.C.S. § 8705
4 59 PA.C.S. § 706 15 PA.C.S. § 8706
5 59 PA.C.S. § 707 15 PA.C.S. § 8707
6 SECTION 302(F): NEW.
7 SECTION 303: NEW.
8 SECTION 304: NEW. CF. CAL CORP. CODE § 2300, N.Y. BUSINESS
9 CORP. LAW § 2001 (SUPP. 1981), N.Y. NOT-FOR-PROFIT CORP. LAW
10 XXVIII (MCKINNEY'S 1970). SUBSECTION (B) IS A REENACTMENT (AS TO
11 BUSINESS CORPORATIONS) OF 42 PA.C.S. §§ 8366 AND 8367.
K24L15JLW/19870S1200B2515 - 790 -