Comments: PA SB632 | 2007-2008 | Regular Session

Bill Title: An Act amending Titles 15 (Corporations and Unincorporated Associations) and 54 (Names) of the Pennsylvania Consolidated Statutes, further providing for definitions, for form of records, for applicability, for the Department of State, for filing requirements, for administrative processing, for fees and for disposition of funds; further providing, in business corporations, for definitions and for general provisions; further providing for articles of incorporation; further providing, in corporate powers, duties and safeguards, for bylaws, for authorized shares, for issuing shares, for corporate acquisition of shares and for notice to demand payment; further providing for shareholders meetings notification and waiver, for directors' actions, for shareholder proxies, for voting lists and for shareholder consent without meetings; further providing, in fundamental changes, for special shareholder treatment; providing, in fundamental changes, for purposes of transactions and for submissions to shareholders; further providing, in fundamental changes, for amending articles of incorporation, for notice of shareholders meetings, for merger or consolidation plans, for share exchanges, for effect of corporate division and for winding up after dissolution; providing, in registered corporations, for notice of shareholders meetings and voting lists; further providing, in registered corporations, for notice to shareholders; further providing for mutual insurance company member meetings and proxies; further providing for fundamental changes of foreign business corporations; further providing for preliminary, general provisions for nonprofit corporations; further providing, in incorporation of domestic nonprofit corporations, for nonprofit incorporators, for articles of nonprofit incorporation, for nonprofit advertisement, for nonprofit organizational meetings, for unincorporated nonprofit associations; further providing, in nonprofit corporate powers, duties and safeguards, for corporate capacity and for bylaws and operation; reenacting, in nonprofit corporate powers, duties and safeguards, provisions on establishing subordinate units; further providing, in nonprofit corporate powers, duties and safeguards, for member capital contributions, for subventions, for debt and security interests, for fees, dues and assessments, for real property transactions and for probate related to fundamental changes; reenacting, in nonprofit corporate powers, duties and safeguards, provisions on dividends and compensation; further providing, in nonprofit corporate powers, duties and safeguards, for liabilities of members, for annual reports, for trust funds, for restrictions on investments, for determination of interests, for amortization of security premiums and for records and assets; further providing, in management and ownership of nonprofit corporations, for notice, for shareholder meetings, for use of equipment, for director qualifications, for number of directors, for director terms, for director selection, for director removal, for director action, for quorums, for director voting rights, for director compensation, for management committees, for removal of officers and agents, for supplementary coverage, for membership classes and qualifications, for share organization, for membership certificates, for members grouped in local units, for members meetings, for members actions, for proxies, for voting by corporations, for determination of record members, for judges of election, for member consent without meetings, for custodians, for reduction of membership, for termination and transfer of membership, for voting powers and other rights of securityholders, for applicability, for precorporate actions, for review of contested corporate action; further providing, in fundamental changes of nonprofit corporations, for amendment of articles of incorporation, for notice of members meetings, for adoption of amendments, for merger and consolidation, for plans of merger or consolidation, for authorization by foreign corporations, for articles of merger or consolidation, for effective date of merger or consolidation, for voluntary transfer of corporate assets, for division, for voluntary dissolution, for predissolution liability provisions, for judicial supervision, for articles of dissolution, for winding up, for survival of rights and remedies after dissolution, for dissolution by domestication, for membership petitions, for creditor petitions, for petitions by superior religious organizations, for receivers during litigation, for proof of claims, for discontinuance of proceedings and reorganization, for notice to claimants and for payments and distributions; further providing, in foreign nonprofit corporations, for applicability; providing, in foreign nonprofit corporations, for foreign domiciliary corporations, for acquisition of status and for termination of status; further providing, in foreign nonprofit corporations, for excluded activities, for name requirements, for penalty for not having certificate of authority, for general powers and duties and for applicability of safeguards; further providing, in registered limited liability partnerships, for ownership of certain professional partnerships, for scope, for definitions, for limitation on liability of partners, for liability of withdrawing partner, for foreign registered limited liability partnerships and for annual registration; further providing, in general partnerships, for definitions and for rules of construction; further providing, in limited partnerships, for definitions and index of definitions; providing, in limited partnerships, for advertising; further providing, in limited partnerships, for assignment of partnership interest and for changes and amendments; further providing, in limited liability companies, for definitions and index of definitions; providing, in limited liability companies, for validation of prohibitions of assignments and for advertising; further providing, in limited liability companies, for operating agreement, for management, for limitation on dissociation or assignment of membership interest and for dissolution, for distribution of assets upon dissolution, for certificate of dissolution and for annual registration; providing for uniform unincorporated nonprofit associations; further providing, in business trusts, for liability of trustees and beneficiaries; further providing for a register of names; making related repeals; and providing for effect of reenactments.

Spectrum: Bipartisan Bill

Status: (Introduced - Dead) 2007-06-11 - Re-referred to APPROPRIATIONS [SB632 Detail]

Text: Not Available

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