2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 77 - Workers' Cooperative Corporations
7723 - Dissolution.

     § 7723.  Dissolution.
        (a)  General rule.--A corporation may dissolve and wind up;
     may merge or consolidate with other corporations; and may sell
     to, lease to or exchange with other corporations all or
     substantially all of its property and assets. Except as
     otherwise provided in this chapter, these actions are governed
     by Subchapter C of Chapter 19 (relating to merger,
     consolidation, share exchanges and sale of assets). A workers'
     cooperative corporation which has not revoked its election to be
     governed by this chapter may not consolidate or merge with one
     or more corporations organized under any law other than this
     chapter. If a member objects to a corporation's merger or
     consolidation, the member may terminate membership in the
     corporation. The price of redemption of the member's interest
     shall be the amount in the member's individual capital account
     on terms and conditions as the law, the articles of
     incorporation and the bylaws provide.
        (b)  Distribution of assets.--Upon dissolution, the assets of
     a corporation shall be distributed in accordance with the
     articles of incorporation or bylaws. The recipients of the
     distributed assets shall be limited to the following:
            (1)  Each individual who is or was a member of the
        corporation or the individual's estate on the basis of the
        ratio of the member's patronage to the total patronage of all
        members during the existence of the corporation.
            (2)  Holders of shares of stock in the corporation other
        than membership shares.
            (3)  Other corporations which are incorporated under this
        chapter or which meet the requirements of incorporation under
        this chapter.
            (4)  Charitable institutions in support of the
        cooperative movement.
        (c)  Security interests and indebtedness.--A mortgage, pledge
     or creation of a security interest is not a sale within the
     meaning of this section. Unless otherwise provided in the
     articles of incorporation or bylaws, a corporation may create or
     increase its indebtedness in the manner, to the extent, for the
     purpose, upon terms and conditions and upon security as
     authorized by resolution adopted by its board of directors. In
     this case no authorization or consent of the members is
     required.