"Act" or "action." [Deleted by 2013 Amendment.]
"Amendment." An amendment of the articles.
"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), Chapter 3 (relating to entity transactions) 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 a statement filed under Chapter 3 restates articles in their entirety , thenceforth the "articles" shall not include any prior documents and any certificate issued by the department with respect thereto shall so state.
"Board of directors" or "board." The group of persons under the direction of whom the business and affairs of the corporation are managed irrespective of the name by which the group is designated. The term does not include an other body.
See section 5731(c) (relating to executive and other committees of the board).
"Business." Any or all of the activities for which a corporation has been incorporated.
"Business corporation." A domestic corporation for profitdefined in section 1103 (relating to definitions).
"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 the rules are designated. The term includes provisions of the articles as provided by section 5504(c) (relating to adoption, amendment and contents of bylaws).
"Charitable purposes." [Deleted by 2016 Amendment.].
"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." [Deleted by 2013 Amendment.]
"Corporation not-for-profit." [Deleted by 2013 Amendment.]
"Court."[Deleted by 2013 Amendment.]
"Department." [Deleted by 2013 Amendment.]
"Directors." Individuals designated, elected or appointed, by that or any other name or title, to act as members of the board of directors, and their successors. The term does not include a member of an other body, unless the person is also a director. 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:
"Domestic corporation for profit."[Deleted by 2013 Amendment.]
"Domestic corporation not-for-profit." [Deleted by 2013 Amendment.]
" Employee. " The term does not include a member, director or member of an other body, unless the person is also an employee. See section 5730 (relating to compensation of directors) as to acceptance by a director of duties that make the director also an employee.
"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." [Deleted by 2013 Amendment.]
"Foreign corporation not-for-profit." [Deleted by 2013 Amendment.]
" Foreign domiciliary corporation. " A foreign nonprofit corporation described in section 6102 (relating to foreign domiciliary corporations).
"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 register under Chapter 4 (relating to foreign associations).
"Fraternal benefit society." A domestic corporation not-for- profit that is a society as defined in section 2402 o f the act of May 17, 1921 (P.L.682, No.284), known as The Insurance Company Law of 1921.
"Full age." Of the age of 18 years or over.
"Incorporator." A signer of the original articles of incorporation.
"Member." Any of the following:
" Membership corporation. " A nonprofit corporation having articles of incorporation that do not provide that the corporation is to have no members.
"Membership register." Records administered by or on behalf of a corporation in which the names of all of its members, the address of each member and the class and other details of the membership of each member are recorded.
"Nonprofit corporation" or "domestic nonprofit corporation." A domestic corporation not-for-profit that is not excluded from the scope of this subpart by section 5102 (relating to application of subpart). "Nonqualified foreign corporation" or "nonqualified foreign nonprofit corporation." A foreign corporation not-for-profit that is not a qualified foreign corporation, as defined in this section.
"Nonqualified foreign corporation" or "nonqualified foreign nonprofit corporation." [Deleted by 2014 Amendment.].
"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." A term employed in this subpart to denote a person or group, other than the board of directors or a committee thereof, who pursuant to authority expressly conferred by this subpart may be vested by the bylaws of the corporation with powers that, if not vested by the bylaws in the person or group, would by this subpart be required to be exercised by :
"Plan." [Deleted by 2022 Amendment.]
"Qualified foreign corporation" or "qualified foreign nonprofit corporation."[Deleted by 2014 Amendment.]
"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."[Deleted by 2013 Amendment.]
"Trust instrument." Any lawful deed of gift, grant, will or other document by which the donor, grantor or testator gives, grants or devises any real or personal property or the income from any real or personal property in trust for any charitable purpose.
"Unless otherwise provided" or "except as otherwise provided". When used to introduce or modify a rule, the term implies that the alternative provisions contemplated may either relax or restrict the stated rule.
"Unless otherwise restricted" or "except as otherwise restricted". When used to introduce or modify a rule, the term implies that the alternative provisions contemplated may further restrict, but may not relax, the stated rule.
" Voting " or "casting a vote." Includes the giving of consent in lieu of voting. Whether or not the person entitled to vote characterizes the conduct as voting or casting a vote, the term does not include:
" Voting rights. " The right of a person in a membership corporation, other than in the capacity of a director or member of an other body, to vote on the election or removal of directors or members of an other body or on approval of an amendment of the articles of incorporation, a plan or the dissolution of the corporation.
"Act" or "action."
"Charitable purposes."
"Conversion."
"Corporation for profit."
"Corporation not-for-profit."
"Court."
"Department."
"Division."
"Domestic corporation for profit."
"Domestic corporation not-for-profit."
"Domestication."
"Execute."
"Foreign corporation for profit."
"Foreign corporation not-for-profit."
"Interest exchange."
"Internal Revenue Code of 1986."
"Merger."
"Obligation."
"Officially publish."
"Record form."
"Representative."
"Sign."
15 Pa.C.S. § 5103