2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 59 - Fundamental Changes
5903 - Bankruptcy or insolvency proceedings.

     § 5903.  Bankruptcy or insolvency proceedings.
        (a)  General rule.--Unless otherwise provided in the bylaws,
     whenever a nonprofit corporation is insolvent or in financial
     difficulty, the board of directors may, by resolution and
     without the consent of the members, authorize and designate the
     officers of the corporation to execute a deed of assignment for
     the benefit of creditors, or file a voluntary petition in
     bankruptcy, or file an answer consenting to the appointment of a
     receiver upon a complaint in the nature of an equity action
     filed by creditors or members, or, if insolvent, file an answer
     to an involuntary petition in bankruptcy admitting the
     insolvency of the corporation and its willingness to be adjudged
     a debtor on that ground.
        (b)  Bankruptcy proceedings.--If authorized pursuant to
     subsection (a), a nonprofit corporation may participate in
     proceedings under and in the manner provided by Title 11 of the
     United States Code (relating to bankruptcy) notwithstanding any
     contrary provision of its articles or bylaws or this subpart,
     other than sections 103 (relating to subordination of title to
     regulatory laws) and 5107 (relating to subordination of subpart
     to canon law). The corporation shall have full power and
     authority to put into effect and carry out a plan of
     reorganization or arrangement and the decrees and orders of the
     court, or judge or referee relative thereto, and may take any
     proceeding and do any act provided in the plan or arrangement or
     directed by such decrees and orders, without further action by
     its directors or members. Such power and authority may be
     exercised, and such proceedings and acts may be taken, as may be
     directed by such decrees or orders, by the trustees or receivers
     of the corporation appointed in the bankruptcy proceedings, or a
     majority thereof, or, if none be appointed and acting, by
     designated officers of the corporation, or by a master or other
     representative appointed by the court or judge or referee, with
     the effect as if exercised and taken by unanimous action of the
     directors and members of the corporation. Without limiting the
     generality or effect of the foregoing, the corporation may:
            (1)  alter, amend or repeal its bylaws;
            (2)  constitute or reconstitute and classify or
        reclassify its board of directors and name, constitute or
        appoint directors and officers in place of or in addition to
        all or some of the directors or officers then in office;
            (3)  amend its articles of incorporation, including
        without limitation for the purpose of altering, amending or
        repealing any provision of the articles or bylaws
        notwithstanding any provision therein that the articles or
        bylaws may be altered, amended or repealed only under certain
        conditions or only upon receiving the approval of a specified
        number or percentage of votes of members or of a class of
        members;
            (4)  be dissolved, transfer all or part of its assets,
        merge, consolidate, divide or convert to a business
        corporation, as permitted by this chapter;
            (5)  authorize and fix the terms, manner and conditions
        of the issuance of obligations; or
            (6)  lease its property and franchises to any person.
        (c)  Cross reference.--See the definition of "officer" in
     section 5103 (relating to definitions).
     (June 22, 2001, P.L.418, No.34, eff. 60 days)

        2001 Amendment.  Act 34 amended subsecs. (a) and (b) intro.
     par.