If at the time of dissolution of a nonstock corporation the articles, bylaws and documents evidencing membership fail to define the respective rights and preferences of the members upon dissolution, the surplus of cash or property remaining after discharging all liabilities of the corporation shall be paid to or distributed among the members according to such a plan of distribution as the members may adopt. The plan shall be adopted in accordance with Subchapter F of Chapter 19 (relating to voluntary dissolution and winding up) except that: (1) The members of every class shall be entitled to vote on the plan regardless of any limitations stated in the articles or bylaws, or in a document evidencing membership, on the voting rights of any class. (2) The plan must be approved by a majority of the votes cast by the members of each class. CHAPTER 23 STATUTORY CLOSE CORPORATIONS Subchapter A. Preliminary Provisions B. Shares C. Powers, Duties and Safeguards SUBCHAPTER A PRELIMINARY PROVISIONS Sec. 2301. Application and effect of chapter. 2302. Definition of minimum vote. 2303. Formation of statutory close corporations. 2304. Additional contents of articles of statutory close corporations. 2305. Election of an existing business corporation to become a statutory close corporation. 2306. Limitations on continuation of statutory close corporation status. 2307. Voluntary termination of statutory close corporation status by amendment of articles. 2308. Issuance or transfer of shares of a statutory close corporation in breach of qualifying conditions. 2309. Involuntary termination of statutory close corporation status; proceeding to prevent loss of status.
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