2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 55 - Corporate Powers, Duties and Safeguards
5542 - Subventions.

     § 5542.  Subventions.
        (a)  General rule.--The bylaws may provide that the
     corporation shall be authorized by resolution of the board of
     directors or other body to accept subventions from members or
     nonmembers on terms and conditions not inconsistent with this
     article, and to issue certificates therefor. The resolution of
     the board or other body may provide that holders of subvention
     certificates shall be entitled to a fixed or contingent periodic
     payment out of the corporate assets equal to a percentage of the
     original amount or value of the subvention. The rights of
     holders of subvention certificates shall at all times be
     subordinate to the rights of creditors of the corporation.
        (b)  Consideration receivable.--A subvention shall consist of
     money or other property, tangible or intangible, actually
     received by the corporation or expended for its benefit or in
     its formation or reorganization, or a combination thereof. In
     the absence of fraud in the transaction, the judgment of the
     board of directors or other body as to the value of the
     consideration received by the corporation shall be conclusive.
        (c)  Form of certificate.--Each subvention certificate shall
     be signed by two duly authorized officers of the corporation,
     and may be sealed with the seal of the corporation or a
     facsimile thereof. The signatures of the officers upon a
     certificate may be facsimiles if the certificate is
     countersigned by a transfer agent or registered by a registrar
     other than the corporation itself or its employees. In case any
     officer who has signed or whose facsimile signature has been
     placed upon a certificate shall have ceased to be such officer
     before such certificate is issued, it may be issued by the
     corporation with the same effect as if he were such officer at
     the date of issue. The fact that the corporation is a nonprofit
     corporation shall be noted conspicuously on the face or back of
     each certificate.
        (d)  Transferability of subvention.--Subvention certificates
     shall be nontransferable unless the resolution of the board of
     directors or other body shall provide that they shall be
     transferable either at will or subject to specified
     restrictions.
        (e)  Redemption at option of corporation.--The resolution of
     the board of directors or other body may provide that a
     subvention shall be redeemable, in whole or in part, at the
     option of the corporation at such price or prices (not to exceed
     the original amount or value of the subvention plus any periodic
     payments due or accrued thereon), within such period or periods,
     and on such terms and conditions, not inconsistent with this
     article, as are stated in the resolution.
        (f)  Redemption at option of holders.--The resolution of the
     board of directors or other body may provide that holders of all
     or some subvention certificates shall have the right to require
     the corporation after a specified period of time to redeem such
     certificates, in whole or in part, at a price or prices that do
     not exceed the original amount or value of the subvention plus
     any periodic payments due or accrued thereon, upon an
     affirmative showing that the financial condition of the
     corporation will permit the required payment to be made without
     impairment of its operations or injury to its creditors. The
     right to require redemption may in addition be conditioned upon
     the occurrence of a specified event. For the purpose of
     enforcing their rights under this subsection, holders of
     subvention certificates shall be entitled to inspect the books
     and records of the corporation.
        (g)  Rights of holders on dissolution.--Holders of subvention
     certificates, upon dissolution of the corporation, shall be
     entitled, after the claims of creditors have been satisfied, to
     repayment of the original amount or value of the subvention plus
     any periodic payments due or accrued thereon, unless a lesser
     sum is specified in the resolution of the board of directors or
     other body concerning such subvention.