PRINTER'S NO.  1129

  

THE GENERAL ASSEMBLY OF PENNSYLVANIA

  

SENATE BILL

 

No.

944

Session of

2009

  

  

INTRODUCED BY GREENLEAF, RAFFERTY, ALLOWAY AND COSTA, JUNE 5, 2009

  

  

REFERRED TO JUDICIARY, JUNE 5, 2009  

  

  

  

AN ACT

  

1

Amending Title 15 (Corporations and Unincorporated Associations)

2

of the Pennsylvania Consolidated Statutes, extensively

3

regulating unincorporated nonprofit associations in the areas

4

of organic nature, structure, formation, alteration,

5

management, participation, functions, liability and

6

dissolution.

7

The General Assembly of the Commonwealth of Pennsylvania

8

hereby enacts as follows:

9

Section 1.  Section 153(a) of Title 15 of the Pennsylvania

10

Consolidated Statutes is amended to read:

11

§ 153.  Fee schedule. 

12

(a)  General rule.--[(Repealed).] The fees of the bureau,

13

including fees for the public acts and transactions of the

14

Secretary of the Commonwealth administered through the bureau,

15

shall be as follows:

16

(1)  Unincorporated nonprofit associations:

  

17

18

(i)  Statement appointing an agent to receive

service of process................................

  

70

19

(ii)  Resignation of appointed agent..........

40

20

(iii)  Amendment or cancellation of statement

  

 


1

appointing an agent...............................

70

2

(2)  (Reserved.)

3

Section 2.  Chapter 91 heading and sections 9101, 9102 and

4

9103 of Title 15 are amended to read:

5

CHAPTER 91

6

[UNINCORPORATED ASSOCIATIONS GENERALLY]

7

UNINCORPORATED NONPROFIT

8

ASSOCIATIONS

9

[§ 9101.  Customary parliamentary law applicable.

10

Except as otherwise provided by statute or by the organic

11

documents under which an unincorporated association is

12

constituted, each unincorporated association shall be governed

13

by customary usages and principles of parliamentary law and

14

procedure.

15

§ 9102.  Funeral and similar benefits.

16

Members of unincorporated associations paying periodic or

17

funeral benefits shall not be individually liable for the

18

payment of periodic or funeral benefits or other similar

19

liabilities of the association. The liabilities shall be payable

20

only out of the treasury of the association.

21

§ 9103.  Nontransferable membership interests.

22

(a)  General rule.--For the purpose of encouraging lawful

23

associational activity among agricultural and industrial workers

24

through the organization of unincorporated associations for

25

mutual benefit insurance, saving or other lawful objects where

26

the persons so organizing derive benefits from the preservation

27

and continuance of the membership and interest among persons

28

engaged in a common calling, labor or enterprise, the

29

unincorporated association may provide, in its organic

30

documents, that membership in the association or interest in its

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1

funds or property shall be nontransferable without the consent

2

of the association.

3

(b)  Assignments and pledges.--No attempted assignment,

4

transfer or pledge of a membership or interest made in violation

5

of a transfer restriction adopted pursuant to subsection (a)

6

shall pass any right or interest, legal or equitable, to the

7

person to whom it is attempted to be made if the transfer

8

restriction is brought to the knowledge of that person.

9

(c)  Knowledge of nontransferability.--Whenever the interest

10

of a member in the funds or property of any unincorporated

11

association subject to subsection (a) is evidenced by a

12

certificate, an endorsement thereon that the certificate is

13

nontransferable shall be conclusive evidence that the person to

14

whom any attempted assignment, transfer or pledge of the

15

certificate is made has knowledge of the nontransferable

16

character of the interest of the member.]

17

Section 3.  Title 15 is amended by adding sections to read:

18

§ 9111.  Short title and application of chapter.

19

(a)  Short title.--This chapter shall be known and may be

20

cited as the Pennsylvania Uniform Unincorporated Nonprofit

21

Association Law.

22

(b)  Transitional provisions concerning property.--

23

(1)    If, before {the Legislative Reference Bureau shall

24

insert here the effective date of this chapter}, an interest

25

in property was by the terms of a transfer purportedly

26

transferred to a nonprofit association but under the law of

27

this Commonwealth the interest did not vest in the nonprofit

28

association, or in one or more persons on behalf of the

29

nonprofit association under paragraph (2), on {the

30

Legislative Reference Bureau shall insert here the effective

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1

date of this chapter}, the interest vests in the nonprofit

2

association, unless the parties to the transfer have treated

3

the transfer as ineffective.

4

(2)    If, before {the Legislative Reference Bureau shall

5

insert here the effective date of this chapter}, an interest

6

in property was by the terms of a transfer purportedly

7

transferred to a nonprofit association but the interest was

8

vested in one or more persons to hold the interest for the

9

nonprofit association, its members or both, on or after {the

10

Legislative Reference Bureau shall insert here the effective

11

date of this chapter}, the persons, or their successors in

12

interest, may transfer the interest to the nonprofit

13

association in its name; or the nonprofit association may

14

require that the interest be transferred to it in its name.

15

(c)  Savings provisions.--

16

(1)    This chapter supplements the law of this

17

Commonwealth that applies to nonprofit associations operating

18

in this Commonwealth, but if a conflict exists between this

19

chapter and other law, the other law applies.

20

(2)    Nothing in this chapter shall be deemed to repeal or

21

supersede any provision in section 7 of the act of April 26,

22

1855 (P.L.328, No.347), entitled "An act relating to

23

Corporations and to Estates held for Corporate, Religious and

24

Charitable uses."

25

(d)  Cross reference.--See section 5331 (relating to

26

unincorporated associations).

27

§ 9112.  Definitions.

28

The following words and phrases when used in this chapter

29

shall have the meanings given to them in this section unless the

30

context clearly indicates otherwise:

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1

"Governing principles."  The agreements, whether oral, in

2

record form or implied from course of conduct, that govern the

3

purpose or operation of a nonprofit association and the rights

4

and obligations of its members and managers. The term includes

5

any amendment or restatement of the agreements constituting the

6

governing principles.

7

"Manager."  A person that is responsible, alone or in concert

8

with others, for the management of a nonprofit association.

9

"Member."  A person that, under the governing principles, may

10

participate in the selection of persons authorized to manage the

11

affairs of the nonprofit association or in the development of

12

policies and activities of the nonprofit association.

13

"Nonprofit association."  An unincorporated organization

14

consisting of two or more members joined for one or more common,

15

nonprofit and lawful purposes. The term does not include:

16

(1)    a trust;

17

(2)    a marriage, domestic partnership, common law

18

domestic relationship, civil union or other domestic living

19

arrangement;

20

(3)    an organization formed under any other statute that

21

governs the organization and operation of unincorporated

22

associations;

23

(4)    a professional association subject to Chapter 93

24

(relating to professional associations);

25

(5)  a limited liability company operating or formed for

26

a nonprofit purpose;

27

(6)  a joint tenancy, tenancy in common or tenancy by the

28

entireties, even if the co-owners share use of the property

29

for a nonprofit purpose; or

30

(7)  a relationship under an agreement in record form

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1

that expressly provides that the relationship between the

2

parties does not create a nonprofit association.

3

§ 9113.  Governing law.

4

(a)  Operations.--Except as provided in subsection (b), the

5

law of this Commonwealth governs the operation in this

6

Commonwealth of all nonprofit associations formed or operating

7

in this Commonwealth.

8

(b)  Internal affairs.--Unless the governing principles

9

specify a different jurisdiction, the law of the jurisdiction in

10

which a nonprofit association has its main place of activities

11

governs the internal affairs of the nonprofit association.

12

§ 9114.  Entity status.

13

(a)  Legal entity.--A nonprofit association is a legal entity

14

distinct from its members and managers.

15

(b)    Perpetual duration.--A nonprofit association has

16

perpetual duration unless the governing principles specify

17

otherwise.

18

(c)    Powers.--A nonprofit association has the same powers as

19

an individual to do all things necessary or convenient to carry

20

on its purposes.

21

(d)    Profits.--A nonprofit association may engage in profit-

22

making activities, but profits from any activities must be used

23

or set aside for the nonprofit purposes of the nonprofit

24

association.

25

§ 9115.  Ownership and transfer of property.

26

(a)  General rule.--A nonprofit association may acquire,

27

hold, encumber or transfer in its name an interest in real or

28

personal property.

29

(b)  Testamentary and fiduciary dispositions.--A nonprofit

30

association may be a beneficiary of a trust or contract, a

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1

legatee or a devisee.

2

§ 9116.  Statement of authority as to real property.

3

(a)  General rule.--An interest in real property held in the

4

name of a nonprofit association may be encumbered or transferred

5

by a person authorized to do so in a statement of authority

6

recorded by the nonprofit association in the office of the

7

recorder of deeds for the county in which a transfer of the

8

property would be recorded.

9

(b)  Contents of statement.--The statement of authority must

10

set forth:

11

(1)  the name of the nonprofit association;

12

(2)    the address in this Commonwealth, including the

13

street and number, if any, of the nonprofit association or,

14

if the nonprofit association does not have an address in this

15

Commonwealth, its address outside of this Commonwealth;

16

(3)    that the association is a nonprofit association; and

17

(4)  the name, title or position of a person authorized

18

to encumber or transfer an estate or interest in real

19

property held in the name of the nonprofit association.

20

(c)  Execution.--A statement of authority must be executed in

21

the same manner as a deed by a person other than the person

22

authorized in the statement to encumber or transfer an estate or

23

interest.

24

(d)    Recording fee.--The recorder of deeds may collect a fee

25

for recording a statement of authority in the amount authorized

26

for recording a transfer of real property, but the mere

27

recording of a statement of authority does not constitute a

28

transfer of an interest in the real property for the purpose of

29

the taxation of real property transfers.

30

(e)  Changes.--A document amending, revoking or canceling a

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1

statement of authority or stating that the statement is

2

unauthorized or erroneous must meet the requirements for

3

executing and recording an original statement.

4

(f)  Cancellation by operation of law.--Unless canceled

5

earlier, a recorded statement of authority and its most recent

6

amendment expire five years after the date of the most recent

7

recording.

8

(g)  Effect of filing.--If the record title to real property

9

is in the name of a nonprofit association and a statement of

10

authority is recorded in the office of the recorder of deeds for

11

the county in which a transfer of the property would be

12

recorded, the authority of the person named in the statement to

13

encumber or transfer is conclusive in favor of a person that

14

gives value without notice that the person lacks authority.

15

§ 9117.  Liability.

16

(a)  General rule.--A debt, obligation or other liability of

17

a nonprofit association, whether arising in contract, tort or

18

otherwise:

19

(1)    is solely the debt, obligation or other liability of

20

the nonprofit association; and

21

(2)  does not become a debt, obligation or other

22

liability of a member or manager solely:

23

(i)  because of a person's status as a member or

24

manager; or

25

(ii)  because:

26

(A)  a member acts as a member; or

27

(B)  a manager acts as a manager.

28

(b)  Liability for conduct.--A person's status as a member or

29

manager does not prevent or restrict law other than this chapter

30

from imposing liability on the person or the nonprofit

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1

association because of the person's conduct.

2

(c)  Agents.--A person that makes a contract or incurs an

3

obligation on behalf of a nonprofit association after {the

4

Legislative Reference Bureau shall insert here the effective

5

date of this chapter} is not liable for performance or breach of

6

the contract or other obligation if the fact that the person was

7

acting for the nonprofit association was disclosed to, was known

8

by or reasonably should have been known by the other party to

9

the contract or to the party owed performance.

10

§ 9118.  Assertion and defense of claims.

11

(a)  General rule.--A nonprofit association may sue or be

12

sued in its own name.

13

(b)  Permissible claims.--A member or manager may assert a

14

claim the member or manager has against the nonprofit

15

association. A nonprofit association may assert a claim it has

16

against a member or manager.

17

(c)  Representational status.--A nonprofit association may

18

assert a claim in its name on behalf of its members if one or

19

more members of the nonprofit association have standing to

20

assert a claim in their own right, the interests the nonprofit

21

association seeks to protect are germane to its purposes and

22

neither the claim asserted nor the relief requested requires the

23

participation of a member.

24

§ 9119.  Effect of judgment or order.

25

A judgment or order against a nonprofit association is not by

26

itself a judgment or order against a member or manager.

27

§ 9120.  Appointment of agent to receive service of process.

28

(a)  General rule.--A nonprofit association may deliver to

29

the department for filing a statement appointing an agent to

30

receive service of process.

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1

(b)  Contents of statement.--A statement appointing an agent

2

to receive service of process must set forth:

3

(1)    the name of the nonprofit association; and

4

(2)    the name of the person in this Commonwealth

5

authorized to receive service of process and the person's

6

address, including street and number, in this Commonwealth.

7

(c)  Signature of statement.--A statement appointing an agent

8

to receive service of process must be signed by a person

9

authorized to manage the affairs of the nonprofit association

10

and by the person appointed as the agent. By signing the

11

statement the person becomes the agent.

12

(d)  Amendment or cancellation.--An amendment to or

13

cancellation of a statement appointing an agent to receive

14

service of process must meet the requirements for signature of

15

an original statement. An agent may resign by delivering a

16

resignation to the department for filing and giving notice to

17

the nonprofit association.

18

(e)    Cross references.--See section 135 (relating to

19

requirements to be met by filed documents).

20

§ 9121.  Action or proceeding not abated by change of members or

21

managers.

22

An action or proceeding against a nonprofit association does

23

not abate merely because of a change in its members or managers.

24

§ 9122.  Member not agent.

25

A member is not an agent of the nonprofit association solely

26

by reason of being a member.

27

§ 9123.  Approval by members.

28

(a)  General rule.--Except as provided in the governing

29

principles, a nonprofit association must have the approval of

30

its members to:

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1

(1)  admit, suspend, dismiss or expel a member;

2

(2)  select or dismiss a manager;

3

(3)  adopt, amend or repeal the governing principles;

4

(4)  sell, lease, exchange or otherwise dispose of all or

5

substantially all, of the association's property, with or

6

without the association's goodwill, outside the ordinary

7

course of its activities;

8

(5)    dissolve under section 9134 (relating to

9

dissolution);

10

(6)    undertake any other act outside the ordinary course

11

of the association's activities; or

12

(7)    determine the policy and purposes of the

13

association.

14

(b)  Other actions.--A nonprofit association must have the

15

approval of the members to do any other act or exercise a right

16

that the governing principles require to be approved by members.

17

§ 9124.  Action by members.

18

(a)    General rule.--Except as provided in the governing

19

principles:

20

(1)  approval of a matter by the members requires the

21

affirmative vote of at least a majority of the votes cast at

22

a meeting of members; and

23

(2)  each member is entitled to one vote on each matter

24

that is submitted for approval by the members.

25

(b)  Procedural matters.--The governing principles may

26

provide for the:

27

(1)    calling, location and timing of meetings of the

28

members;

29

(2)  notice and quorum requirements for member meetings;

30

(3)  conduct of member meetings;

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1

(4)  taking of action by the members by consent without a

2

meeting or by ballot; and

3

(5)    participation by members in a meeting of the members

4

by telephone or other means of electronic communication.

5

(c)    Absence of governing principles.--If the governing

6

principles do not provide for a matter described in subsection

7

(b), customary usages and principles of parliamentary law and

8

procedure apply.

9

§ 9125.  Duties of member.

10

(a)    No fiduciary duties generally.--A member does not have a

11

fiduciary duty to a nonprofit association or to another member

12

solely by being a member.

13

(b)    Discharge of duties and exercise of rights.--A member

14

shall discharge duties to the nonprofit association and the

15

other members under the governing principles and shall exercise

16

any rights under the governing principles and this chapter

17

consistent with the governing principles and the obligation of

18

good faith and fair dealing.

19

§ 9126.  Membership.

20

(a)  Admission, suspension, dismissal and expulsion of

21

member.--

22

(1)  A person becomes a member and may be suspended,

23

dismissed or expelled in accordance with the governing

24

principles. If there are no applicable governing principles,

25

a person may become a member or be suspended, dismissed or

26

expelled only with the approval of the members. A person may

27

not be admitted as a member without the person's consent.

28

(2)  Except as provided in the governing principles, the

29

suspension, dismissal or expulsion of a member does not

30

relieve the member from any unpaid capital contribution,

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1

dues, assessments, fees or other obligation incurred or

2

commitment made by the member before the suspension,

3

dismissal or expulsion.

4

(b)    Resignation of member.--

5

(1)  A member may resign as a member in accordance with

6

the governing principles. In the absence of applicable

7

governing principles, a member may resign at any time.

8

(2)  Except as provided in the governing principles,

9

resignation of a member does not relieve the member from any

10

unpaid capital contribution, dues, assessments, fees or other

11

obligation incurred or commitment made by the member before

12

resignation.

13

§ 9127.  Membership interest not transferable.

14

(a)  General rule.--Except as set forth in subsection (b) or

15

the governing principles, a member's interest or any right under

16

the governing principles is not transferable.

17

(b)  Certain nonprofit associations formed prior to effective

18

date.--

19

(1)  This subsection applies to a nonprofit association:

20

(i)  which was formed before {the Legislative

21

Reference Bureau shall insert here the effective date of

22

this chapter};

23

(ii)  which was formed for the purpose of encouraging

24

lawful associational activity among agricultural and

25

industrial workers through the organization of a

26

nonprofit association for mutual benefit insurance,

27

saving or other lawful objects; and

28

(iii)  in which the persons that organized the

29

nonprofit association derive benefits from the

30

preservation and continuance of the membership and

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1

interest among persons engaged in a common calling, labor

2

or enterprise.

3

(2)  For a nonprofit association under paragraph (1), the

4

following apply:

5

(i)  Except as set forth in subparagraph (ii), a

6

member's interest or any right under the governing

7

principles is transferable.

8

(ii)  A member's interest or any right under the

9

governing principles is nontransferable if the governing

10

principles so provide.

11

(c)  Assignments and pledges.--No legal or equitable right or

12

interest shall pass as a result of an attempted assignment,

13

transfer or pledge of a membership or an interest in violation

14

of:

15

(1)  subsection (a); or

16

(2)  a transfer restriction under subsection (b)(2)(ii).

17

(d)  Knowledge of nontransferability.--Whenever the interest

18

of a member in a nonprofit association is evidenced by a

19

certificate, an endorsement on the certificate that the

20

certificate is nontransferable shall be conclusive evidence that

21

the person to whom any attempted assignment, transfer or pledge

22

of the certificate is made has knowledge of the nontransferable

23

character of the interest of the member.

24

§ 9128.  Selection and management rights of managers.

25

Except as provided in this chapter or the governing

26

principles:

27

(1)  if a manager is not selected, all members are

28

managers;

29

(2)  only the members may select a manager;

30

(3)    a manager may be a member or a nonmember; and

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1

(4)  all matters relating to the activities of the

2

nonprofit association are decided by its managers except for

3

matters reserved for approval by the members in section 9123

4

(relating to approval by members).

5

§ 9129.  Duties of managers.

6

(a)    Standard of care.--

7

(1)  A manager shall perform the duties for which a

8

manager is responsible or which the manager undertakes in

9

good faith; in a manner the manager reasonably believes to be

10

in the best interests of the nonprofit association and in

11

accordance with its purposes; and with such care, including

12

reasonable inquiry, skill and diligence, as a person of

13

ordinary prudence would use under similar circumstances.

14

(2)  A manager may rely in good faith upon any opinion,

15

report, statement or other information provided by another

16

person that the manager reasonably believes is a competent

17

and reliable source for the information.

18

(b)  Conflicts of interest.–-

19

(1)  A manager owes a duty of loyalty to the nonprofit

20

association with respect to the responsibilities of the

21

manager.

22

(2)  After full disclosure of all material facts, a

23

specific act or transaction, that would otherwise violate the

24

duty of loyalty by a manager, may be authorized or ratified

25

by a majority of the members that are not interested directly

26

or indirectly in the act or transaction.

27

(c)    Presumption.--A manager that makes a judgment in good

28

faith satisfies the duties specified in subsection (a) if the

29

manager:

30

(1)  is not interested, directly or indirectly, in the

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1

subject of the judgment and is otherwise able to exercise

2

independent judgment;

3

(2)  is informed with respect to the subject of the

4

judgment to the extent the manager reasonably believes to be

5

appropriate under the circumstances; and

6

(3)  believes that the judgment is in, or not opposed to,

7

the best interests of the nonprofit association.

8

(d)    Limitation of liability.--

9

(1)  Except as set forth in paragraph (2), the governing

10

principles in record form may provide that a manager shall

11

not be personally liable, as a manager, for monetary damages

12

for any action taken unless:

13

(i)  the manager has breached or failed to perform

14

the manager's duties under this chapter; and

15

(ii)  the breach or failure to perform constitutes

16

self-dealing, willful misconduct or recklessness.

17

(2)  Paragraph (1) shall not apply to:

18

(i)  the responsibility or liability of a manager

19

under a criminal statute; or

20

(ii)  the liability of the manager for the payment of

21

taxes under Federal, State or local law.

22

§ 9130.  Action by managers.

23

(a)    General rule.--Except as provided in the governing

24

principles:

25

(1)  approval of a matter by the managers requires the

26

affirmative vote of at least a majority of the votes cast at

27

a meeting of managers; and

28

(2)  each manager is entitled to one vote on each matter

29

that is submitted for approval by the managers.

30

(b)    Procedural matters.--The governing principles may

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1

provide for the:

2

(1)  delegation to a manager of authority to act without

3

a meeting of the managers;

4

(2)  creation and authority of committees of the

5

managers;

6

(3)  calling, location and timing of meetings of the

7

managers or a committee of the managers;

8

(4)  notice and quorum requirements for meetings of the

9

managers or a committee of the managers;

10

(5)  conduct of meetings of the managers or a committee

11

of the managers;

12

(6)  taking of action by the managers or a committee of

13

the managers by consent without a meeting or by ballot;

14

(7)  participation by managers in a meeting of the

15

managers or a committee of the managers by telephone or other

16

means of electronic communication; and

17

(8)  taking of action by a manager by proxy.

18

(c)    Absence of governing principles.--If the governing

19

principles do not provide for a matter described in subsection

20

(b), customary usages and principles of parliamentary law and

21

procedure apply.

22

§ 9131.  Right of member or manager to information.

23

(a)  Inspection.--On reasonable notice, a member or manager

24

of a nonprofit association may inspect and copy, at a reasonable

25

time and location specified by the nonprofit association, any

26

record maintained by the nonprofit association regarding its

27

activities, financial condition and other circumstances, to the

28

extent the information is material to the rights and duties of

29

the member or manager under the governing principles.

30

(b)    Restrictions.--A nonprofit association may impose

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1

reasonable restrictions on access to and use of information to

2

be furnished under this section, including designating the

3

information confidential and imposing on the recipient

4

obligations of nondisclosure and safeguarding.

5

(c)    Costs.--A nonprofit association may charge a person that

6

makes a demand under this section reasonable copying costs.

7

(d)    Former member or manager.--A former member or manager is

8

entitled to information to which the member or manager was

9

entitled while a member or manager if:

10

(1)  the information pertains to the period during which

11

the person was a member or manager;

12

(2)  the former member or manager seeks the information

13

in good faith; and

14

(3)  the former member or manager satisfies subsections

15

(a), (b) and (c).

16

§ 9132.  Distributions prohibited; compensation and other

17

permitted payments.

18

(a)    General rule.--Except as provided in subsection (b), a

19

nonprofit association may not pay dividends or make

20

distributions to a member or manager.

21

(b)    Permitted payments.--A nonprofit association may:

22

(1)  pay reasonable compensation or reimburse reasonable

23

expenses to a member or manager for services rendered;

24

(2)  confer benefits on or make contributions to a member

25

or manager in conformity with its nonprofit purposes;

26

(3)    repurchase a membership and repay a capital

27

contribution made by a member to the extent authorized by its

28

governing principles;

29

(4)  repay indebtedness to a member or manager; and

30

(5)  make distributions of property to members upon

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1

winding up and termination to the extent permitted by section

2

9135 (relating to winding up and termination).

3

§ 9133.  Reimbursement, indemnification and advancement of

4

expenses.

5

(a)  Reimbursement.--Except as provided in the governing

6

principles, a nonprofit association shall reimburse a member or

7

manager for authorized expenses reasonably incurred in the

8

course of the activities of the member or manager on behalf of

9

the nonprofit association.

10

(b)    Indemnification and advancement of expenses.--

11

(1)  A nonprofit association is subject to Ch. 57 Subch.

12

D (relating to indemnification).

13

(2)  For purposes of applying Ch. 57 Subch. D, references

14

to the "articles" or "bylaws," "directors" and "members"

15

shall mean the "governing principles," "managers" and

16

"members," respectively.

17

§ 9134.  Dissolution.

18

(a)  General rule.--A nonprofit association may be dissolved

19

as follows:

20

(1)  if the governing principles provide a time or method

21

for dissolution, at that time or by that method;

22

(2)  if the governing principles do not provide a time or

23

method for dissolution, upon approval by the members;

24

(3)  if no member can be located and the operations of

25

the nonprofit association have been discontinued for at least

26

three years, by:

27

(i)  the managers; or

28

(ii)  if the nonprofit association has no current

29

manager, its last manager;

30

(4)  by court order; or

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1

(5)  under law other than this chapter.

2

(b)  Continuation during winding up.--After dissolution, a

3

nonprofit association continues in existence until its

4

activities have been wound up and it is terminated under section

5

9135 (relating to winding up and termination).

6

§ 9135.  Winding up and termination.

7

Winding up and termination of a nonprofit association must

8

proceed in accordance with the following rules:

9

(1)  All known debts and liabilities must be paid or

10

adequately provided for.

11

(2)  Any property subject to a condition requiring return

12

to the person designated by the donor must be transferred to

13

that person.

14

(3)  Any property subject to a trust must be distributed

15

in accordance with the trust agreement.

16

(4)  Any property committed to a charitable purpose shall

17

be distributed in accordance with that purpose unless the

18

nonprofit obtains a court order under 20 Pa.C.S. Ch. 77

19

(relating to trusts) specifying the disposition of the

20

property.

21

(5)  Any remaining property shall be distributed as

22

follows:

23

(i)  Distribution shall be made:

24

(A)  in accordance with the governing principles

25

of the nonprofit association; or

26

(B)  in the absence of applicable governing

27

principles, to the members of the nonprofit

28

association:

29

(I)  per capita; or

30

(II)  as the members direct.

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1

(ii)  If subparagraph (i) does not apply,

2

distribution shall be made under Article XIII.1 of the

3

act of April 9, 1929 (P.L.343, No.176), known as The

4

Fiscal Code.

5

§ 9136.  Subordination of chapter to canon law.

6

If and to the extent canon law or similar principles

7

applicable to a nonprofit association organized for religious

8

purposes sets forth provisions relating to the government and

9

regulation of the affairs of the nonprofit association that are

10

inconsistent with the provisions of this chapter on the same

11

subject, the provisions of canon law or similar principles shall

12

control except to the extent prohibited by the Constitution of

13

the United States or the Constitution of Pennsylvania.

14

Section 4.  This act shall take effect in 60 days.

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1

SOURCE NOTES

2

  

3

15 Pa.C.S. § 9111:  Subsection (a) patterned after Uniform

4

Unincorporated Nonprofit Association Act (2008) § 1.  Subsection

5

(b) patterned after Uniform Unincorporated Nonprofit Association

6

Act (2008) § 31.  Subsection (c)(1) patterned after Uniform

7

Unincorporated Nonprofit Association Act (2008) § 3(c).

8

Subsection (c)(2) patterned after 15 Pa.C.S. § 5106(b)(4).

9

15 Pa.C.S. § 9112:  Patterned after Uniform Unincorporated

10

Nonprofit Association Act (2008) § 2.

11

15 Pa.C.S. § 9113:  Patterned after Uniform Unincorporated

12

Nonprofit Association Act (2008) § 4.

13

15 Pa.C.S. § 9114:  Patterned after Uniform Unincorporated

14

Nonprofit Association Act (2008) § 5.

15

15 Pa.C.S. § 9115:  Patterned after Uniform Unincorporated

16

Nonprofit Association Act (2008) § 6.

17

15 Pa.C.S. § 9116:  Patterned after Uniform Unincorporated

18

Nonprofit Association Act (2008) § 7.

19

15 Pa.C.S. § 9117:  Subsections (a) and (b) patterned after

20

Uniform Unincorporated Nonprofit Association Act (2008) § 8.

21

15 Pa.C.S. § 9118:  Subsections (a) and (b) patterned after

22

Uniform Unincorporated Nonprofit Association Act (2008) § 9.

23

Subsection (c) patterned after Uniform Unincorporated Nonprofit

24

Association Act (1996) § 7(b).

25

15 Pa.C.S. § 9119:  Patterned after Uniform Unincorporated

26

Nonprofit Association Act (2008) § 10.

27

15 Pa.C.S. § 9120:  Patterned after Uniform Unincorporated

28

Nonprofit Association Act (2008) § 11.

29

15 Pa.C.S. § 9121:  Patterned after Uniform Unincorporated

30

Nonprofit Association Act (2008) § 13.

31

15 Pa.C.S. § 9122:  Patterned after Uniform Unincorporated

32

Nonprofit Association Act (2008) § 15.

33

15 Pa.C.S. § 9123:  Patterned after Uniform Unincorporated

34

Nonprofit Association Act (2008) § 16.

35

15 Pa.C.S. § 9124:  Subsections (a) and (b) patterned after

36

Uniform Unincorporated Nonprofit Association Act (2008) § 17.

37

Subsection (c) derived from former 15 Pa.C.S. § 9101.

38

15 Pa.C.S. § 9125:  Patterned after Uniform Unincorporated

39

Nonprofit Association Act (2008) § 18.

40

15 Pa.C.S. § 9126:  Subsection (a) patterned after Uniform

41

Unincorporated Nonprofit Association Act (2008) § 19.

42

Subsection (b) patterned after Uniform Unincorporated Nonprofit

43

Association Act (2008) § 20.

44

15 Pa.C.S. § 9127:  Subsection (a) patterned after Uniform

45

Unincorporated Nonprofit Association Act (2008) § 21.

46

Subsections (b), (c) and (d) derived from former 15 Pa.C.S. §

47

9103.

48

15 Pa.C.S. § 9128:  Patterned after Uniform Unincorporated

49

Nonprofit Association Act (2008) § 22.

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1

15 Pa.C.S. § 9129:  Patterned after Uniform Unincorporated

2

Nonprofit Association Act (2008) § 23.  Subsection (a) patterned

3

after 15 Pa.C.S. § 1712(a).  Subsection (d) patterned after 15

4

Pa.C.S. § 1713.

5

15 Pa.C.S. § 9130:  Patterned in general after Uniform

6

Unincorporated Nonprofit Association Act (2008) § 24.

7

15 Pa.C.S. § 9131:  Patterned after Uniform Unincorporated

8

Nonprofit Association Act (2008) § 25.

9

15 Pa.C.S. § 9132:  Patterned after Uniform Unincorporated

10

Nonprofit Association Act (2008) § 26.

11

15 Pa.C.S. § 9133:  Subsection (a) patterned after Uniform

12

Unincorporated Nonprofit Association Act (2008) § 27(a).

13

15 Pa.C.S. § 9134:  Patterned after Uniform Unincorporated

14

Nonprofit Association Act (2008) § 28.

15

15 Pa.C.S. § 9135:  Patterned after Uniform Unincorporated

16

Nonprofit Association Act (2008) § 29.  Subsection (a)(4)

17

patterned in part after 15 Pa.C.S. § 5547(b).

18

15 Pa.C.S. § 9136:  Patterned after 15 Pa.C.S. § 5107.

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