2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 51 - General Provisions
5103 - Definitions.

     § 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 state.
        "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)  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;
            (4)  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
            (5)  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."  One having membership rights in a corporation in
     accordance with the provisions of its bylaws. The term, when
     used in relation to the taking of corporate action includes:
            (1)  the proxy of a member, if action by proxy is
        permitted under the bylaws of the corporation; and
            (2)  a delegate to any convention or assembly of
        delegates of members established pursuant to any provision of
        this subpart.
     If and to the extent the bylaws confer rights of members upon
     holders of securities evidencing indebtedness or governmental or
     other entities pursuant to any provision of this subpart the
     term shall be construed to include such security holders and
     governmental or other entities. The term shall be construed to
     include "shareholder" if the corporation issues shares of stock.
        "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
     nonprofit 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."  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 which, if not vested by the bylaws in such person or
     group, would by this subpart be required to be exercised by
     either:
            (1)  the membership of a corporation taken as a whole;
            (2)  a convention or assembly of delegates of members
        established pursuant to any provision of this subpart; or
            (3)  the board of directors.
     Except as otherwise provided in this subpart a corporation may
     establish distinct persons or groups to exercise different
     powers which this subpart authorizes a corporation to vest in an
     other body.
        "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, but may not relax, the stated rule.
     (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19,
     1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333,
     No.169, eff. 60 days)

        1992 Amendment.  Act 169 amended the def. of "registered
     office" and added the def. of "dissolve" or "dissolution."
        1990 Amendment.  Act 198 reenacted and amended the entire
     section.
        References in Text.  The act of July 29, 1977 (P.L.105,
     No.38), known as the Fraternal Benefit Society Code, referred to
     in the def. of "fraternal benefit society," was repealed by the
     act of December 14, 1992 (P.L.835, No.134). The subject matter
     is now contained in Act 134.
        Cross References.  Section 5103 is referred to in sections
     511, 1103, 5734, 5903 of this title.