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PENNSYLVANIA
CHARITIES (TITLE 10)

GENERAL PROVISIONS
§ 1. Submission of plans for hospitals and other charitable institutions.
§ 2. Approval by board; filing of plans.
§ 3. State appropriation refused to institution failing to submit plans.
GIFTS AND CONVEYANCES
§ 11. All gifts to charities to be subject to act.
PROPERTY
§ 81. Church property to be subject to control of officers or authorities thereof; validation of certain charters.
§ 81a. Equity Jurisdiction.
§ 111. Distribution of funds, etc., of unincorporated beneficial societies.
§ 121. Grants of land to religious and other societies, etc., confirmed.
The complete Pennsylvania Statutes are not yet available on the web. However, selected portions have been made available and can be accessed by CLICKING HERE. These statutes, though available instantaneously over the web, may not be the current law. Court decisions overturning them, later statutes amending them, and a host of other factors come into play when interpreting them. They are provided here as a resource. They should provide some information about the state of the law. However, a competent lawyer, who from other sources will research the law to insure what is current, should always be employed in matters of importance.
Visit/Return to Home Page of Pennsylvania District Court 15-4-04.

Pennsylvania Consolidated Statutes
CORPORATIONS AND UNINCORPORATED ASSOCIATIONS (TITLE 15)
FORMS [Off-site]

PART II. CORPORATIONS
SUBPART C. NONPROFIT CORPORATIONS
ARTICLE A. PRELIMINARY PROVISIONS
CHAPTER 51. GENERAL PROVISIONS
§ 5101. Short titles
§ 5102. Application of subpart.
§ 5103. Definitions.
§ 5104. Other general provisions.
§ 5105. Saving clause and restriction on equitable relief.
§ 5106. Limited uniform application of subpart.
§ 5107. Subordination of subpart to canon law.
§ 5108. Limitation on incorporation.
§ 5109. Execution of documents.
§ 5110. Annual report.

§ 5101. Short titles.
(a) Title of subpart.-This subpart shall be known and may be cited as the Nonprofit Corporation Law of 1988.
(b) Prior consolidated statute.-Former 15 Pa.C.S. Pt. III Art. B (relating to domestic nonprofit corporations), added by the act of November 15, 1972 (P.L. 1063, No. 271), shall be known and may be cited as the Nonprofit Corporatoin Law of 1972.
(c) Prior law.-The act of May 5, 1933 (P.L. 289, No. 105) shall be known and may be cited as the Nonprofit Corporation Law of 1933.
§ 5102. Application of subpart.
(a) General rule.-Except as otherwise provided in this section, in the scope provisions of subsequent provisions of this subpart or where the context clearly indicates otherwise, this subpart shall apply to and the words "corporation" or "nonprofit corporation" in this subpart shall mean a domestic corporation not-for-profit. See section 101(b) (relating to application of title).
(b) Coordination with other laws.-Where any other provision of law contemplates notice to, the presence of, or the vote, consent or other action by the members, directors or officers of a nonprofit corporation, without specifying the applicable corporate standards and procedures, the standards and procedures specified by or pursuant to this subpart shall be applicable.
(c) Exclusion.-This subpart shall not apply to a fraternal benefit society, whether proposed or existing, except as otherwise expressly provided in this subpart or as otherwise provided by statute applicable to the fraternal benefit society.
(d) Cooperative corporations.-This subpart shall apply to a domestic corporation not-for-profit organized on the cooperative principle only to the extent provided by Subpart D (relating to cooperative corporations.)
(e) Nonprofit corporation ancillaries.-The domestic corporation provisions of this subpart shall apply to any of the following corporations, whether proposed or existing, except as otherwise expressly provided bby statute applicable to the corporation:
1. The Pennsylvania Deposit Insurance Corporation established by the act of October 5, 1978 (P.L. 1088, No. 255), known as the Pennsylvania Deposit Insurance Corporation Act.
2. The Pennsylvania Savings Association Corporation established by the act of April 6, 1979 (P.L. 17, No. 5), referred to as the Pennsylvania Savings Association Insurance Corporation Act.
3. The Lawyer Trust Account Board established by the act of April 29, 1988 (P.L. 373, No. 59), known as the Interest on Lawyers' Trust Accounts Act.
4. Any other domestic corporation not-for-profit incorporated under or subject to a statue that provides that the corporate affairs of the corporation shall be governed by the laws applicable to domestic nonprofit corporations.
§ 5103. Definitions.
Subject to additional definitions contained in subsequent provisions of this subpart that are applicable to specific provisions of this subpart, the following words and phrases when used in this subpart shall have the meanings given to them in this section unless the context clearly indicates otherwise:
"Act" or "action."
Includes failure to act.
"Articles."
The original articles of incorporation, all amendments thereof, and any other articles, statements or certificates permitted or required to be filed in the Department of State by sections 108 (relating to change in location or status of registered office provided by agent) and 138 (relating to statement of correction) or this subpart and including what have heretofore been designated by law as certificates of incorporation or charters. If an amendment of the articles or articles of merger or division made in the manner permitted by this subpart restates articles in their entirety or if there are articles of consolidation, conversion or domestication, thenceforth the "articles" shall not include any prior documents and any certificate issued by the department with respect thereto shall so stated.
"Board of directors" or "board."
The group of persons vested with the management of the business and affairs of the corporation irrespective of the name by which such group is designated. The term does not include an other body. The term, when used in any provision of this subpart relating to the organization or procedures of or the manner of taking action by the board of directors, shall be construed to include and refer to any executive or other committee of the board. Any provision of this subpart relating or referring to action to be taken by the board of directors or the procedure required therefor shall be satisfied by the taking of corresponding action by a committee of the board of directors to the extent authority to take such action has been delegated to such committee pursuant to section 5731 (relating to executive and other committees of the board).
"Business."
Any or all of the activities for which a corporation has been incorporated.
"Bylaws."
The code or codes of rules adopted for the regulation or management of the business and affairs of the corporation irrespective of the name or names by which such rules are designated.
"Charitable purposes."
The relief of poverty, the advancement of education, the advancement of religion, the promotion of health, governmental or municipal purposes, and other purposes the accomplishment of which is beneficial to the community.
"Common trust fund."
A fund maintained by the corporation for the collective investment and reinvestment of trust assets, and any other funds contributed thereto by such corporation, as fiduciary or otherwise.
"Corporation for profit."
A corporation incorporated for a purpose or purposes involving pecuniary profit, incidental or otherwise, to its shareholders or members.
"Corporation not-for-profit."
A corporation not incorporated for a purpose or purposes involving pecuniary profit, incidental or otherwise.
"Court."
Subject to any inconsistent general rule prescribed by the Supreme Court of Pennsylvania:
1. the court of common pleas of the judicial district embracing the county where the registered office of the corporation is or is to be located; or
2. where a corporation results from a merger, consolidation, division or other transaction without establishing a registered office in this Commonwealth or withdraws as a foreign corporation, the court of common pleas in which venue would have been laid immediately prior to the transaction or withdrawal.
"Department."
The Department of State of the Commonwealth.
"Directors."
Persons designated, elected or appointed, by that or any other name or title, to act as directors, and their successors. The term does not include a member of an other body, as such. The term, when used in relation to any power or duty requiring collective action, shall be construed to mean "board of directors."
"Dissolve" or "dissolution."
The termination of corporate existence effected by:
1. filing of articles of dissolution in the department under this subpart by the corporation or by the office of the clerk of the court of common pleas;
2. expiration of the term of existence of a corporation by reason of any limitation contained in its articles;
3. expiration of the term of existence of a corporation by reason of any limitation contained in its articles;
4. forfeiture by proclamation of the Governor under section 1704 of the act of April 9, 1929 (P.L. 343, No. 176), known as The Fiscal Code, or otherwise;
5. filing of a certified copy of a decree of dissolution in the department under the act of April 9, 1856 (P.L. 293, No. 308), entitled "Supplement to the acts relating to incorporations by the Courts of Common Pleas," or otherwise; or
6. judgment of ouster, upon proceedings in quo warranto, under former provisions of law.
"Domestic corporation for profit."
A corporation for profit incorporated under the laws of this Commonwealth.
"Domestic corporation not-for-profit."
A corporation not-for-profit incorporated under the laws of this Commonwealth.
"Entitled to vote."
Those persons entitled to vote on the matter under either the bylaws of the corporation or any applicable controlling provision of law.
"Foreign corporation for profit."
A corporation for profit incorporated under any laws other than those of this Commonwealth.
"Foreign corporation not-for-profit."
A corporation not-for-profit incorporated under any laws other than those of this Commonwealth.
"Foreign nonprofit corporation."
A foreign corporation not-for-profit or other entity subject to Chapter 61 (relating to foreign nonprofit corporations), whether or not required to qualify thereunder.
"Fraternal benefit society."
A domestic corporation not-for-profit that is a society as defined in the act of July 29, 1977 (P.L. 105, No. 38), known as the Fraternal Benefit Society Code.
"Full age."
Of the age of 18 years or over.
"Incorporator."
A signer of the original articles of incorporation.
"Member."
[to be inserted.]
"Nonprofit corporation" or "domestic nonprofit corporation."
A domestic corporation not-for-profit which is not excluded from the scope of this subpart by section 5102 (relating to application of subpart).
"Nonqualified foreign corporation" or "nonqualified foreign non-profit corporation."
A foreign corporation not-for-profit which is not a qualified foreign corporation, as defined in this section.
"Officer."
If a corporation is in the hands of a custodian, receiver, trustee or like official, the term includes that official or any person appointed by that official to act as an officer for any purpose under this subpart.
"Other body."
[to be inserted.]
"Qualified foreign corporation" or "qualified foreign nonprofit corporation."
A foreign corporation not-for-profit authorized under Chapter 61 (relating to foreign nonprofit corporations) to do business in this Commonwealth.
"Registered office."
That office maintained by a corporation in this Commonwealth as required by section 5507 (relating to registered office). See section 109 (relating to name of commercial registered office provider in lieu of registered address.)
"Relax."
When used with respect to a provision of the articles or bylaws, means to provide lesser rights for an affected representative or member.
"Representative."
When used with respect to a corporation, partnership, joint venture, trust or other enterprise, means a director, officer, employee or agent thereof.
"Trust instrument."
Any lawful deed of gift, grant, will or other document by which the donor, grantor or testator shall give, grant or devise any real or personal property or the income therefrom in trust for any charitable purpose.
"Unless otherwise provided."
When used to introduce a rule implies that the alternative provisions contemplated may either relax or restrict the stated rule.
"Unless otherwise restricted."
When used to introduce a rule implies that the alternative provisions contemplated may further restrict the stated rule.
§ 5104. Other general provisions.
The following provisions of this title are applicable to corporations subject to this subpart:
1. [to be inserted]
§ 5105. Saving clause and restriction on equitable relief.
(a) General rule.-Except as otherwise provided in subsection (b) of this section, this subpart and its amendments shall not impair or affect any act done, offense committed, or substantial right accruing, accrued, or acquired, or liability, duty, obligation, penalty, judgment or punishment incurred prior to the time this subpart or any amendment thereto takes effect, but the same may be enjoyed, asserted, enforced, prosecuted, or inflicted as fully and to the same extent as if this subpart or any amendment thereto had not been enacted.
(b) Exception.-A member shall not have any right to claim the right to valuation of and payment for his membership interest or shares because of any proposed plan or amendment of articles authorized under any provision of this subpart, or to obtain, in the absence of fraud or fundamental unfairness, an injunction against any such plan or amendment.
§ 5106. Limited uniform application of subpart.
(a) General rule.-Except as provided in subsection (b) this subpart and its amendments are intended to provide uniform rules for the government and regulation of the affairs of corporations and of their officers, directors and members, regardless of the date or manner of incorporation or qualification, or of the issuance of any evidences of membership in or shares thereof.
(b) Exceptions.-
1. Unless expressly provided otherwise in any amendment to thsi subject any such amendment shall take effect only prospectively.
2. Any existing corporation lawfully using a name, or as a part of its name a word, which could not be used as or included in the name of a corporation hereafter incorporated or qualified under this subpart, may continue to use such name, or word as part of its name, provided the use or inclusion of such word or name was lawful when first adopted by the corporation in this Commonwealth.
3. Nothing in subsection (a) shall adversely affect the rights saved by the general terms of section 5105 (relating to saving clause and restriction on equitable relief).
§ 5107. Subordination of subpart to canon law.
If and to the extent canon law applicable to a corporation incorporated for religious purposes shall set forth provisions relating to the government and regulation of the affairs of the corporation which are inconsistent with the provisions of this subpart on the same subject, the provisions of canon law shall control to the extent, and only to the extent, required by the Constitution of the United States or the Constitution of Pennsylvania, or both.
§ 5108. Limitation on incorporation.
No corporation which might be incorporated under this subpart shall hereafter be incorporated except under the provisions of this subpart.
§ 5109. Execution of documents.
(a) General rule.-Any documents filed in the Department of State under this title by a domestic nonprofit corporation or a foreign corporation not-for-profit subject to this subpart may be executed on behalf of the corporation by any one duly authorized officer thereof. The corporate seal may be affixed and attested, but the affixation or attestation of the corporate seal shall not be necessary for the due execution of any filing by a corporation under this title.
(b) Cross reference.-See section 135 (relating to requirements to be met by filed documents).
(c) Transitional provision.-This section supersedes any contrary provision of this subpart enacted prior to the enactment of the act of December 21, 1988 (P.L.1444, No. 177), known as the General Association Act of 1988.
§ 5110. Annual report.
(a) General rule.-On or before April 30 of each year, a corporation described in subsection (b) that has effected any change in its officers during the preceding calendar year shall file in the Department of State a statement executed by the corporation and setting forth:
1. The name of the corporation.
2. The post office address, including street and number, if any, of its principal office.
3. The names and titles of the persons who are its principal officers.
(b) Application.-This section shall apply to every:
1. domestic nonprofit corporation that has been incorporated after December 31, 1972;
2. domestic nonprofit corporation that has made any filing under the Nonprofit Corporation Law of 1933 in the Department of State as amended by the act of June 19, 1969 (P.L. 86, No. 31);
3. domestic nonprofit corporation that has filed a statement of summary of record with the Department of State after December 31, 1972; and
4. qualified foreign nonprofit corporation.
(c) Separate change in registered office required.-A filing under this section shall not constitute compliance with section 5507(b) (relating to registered office).
(d) Fee.-No fee shall be charged for effecting a filing under this section.
(e) Cross reference.-See section 134 (relating to docketing statement).

The complete Pennsylvania Statutes are not yet available on the web. However, selected portions have been made available and can be accessed by CLICKING HERE. These statutes, though available instantaneously over the web, may not be the current law. Court decisions overturning them, later statutes amending them, and a host of other factors come into play when interpreting them. They are provided here as a resource. They should provide some information about the state of the law. However, a competent lawyer, who from other sources will research the law to insure what is current, should always be employed in matters of importance.

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