19 Pa. Code § 41.6 - Share structure

(a) Section 5306(a)(6) of the NPCL (relating to articles of incorporation) permits a nonprofit corporation to be organized on a stock share basis, in which case the articles of incorporation are required to set forth the aggregate number of shares which the corporation shall have the authority to issue.

(b) Section 5306(a)(6)(ii) of the NPCL authorizes the articles of incorporation of a nonprofit corporation organized on a stock share basis to set forth a statement of the voting rights, designations, preferences, limitations and special rights in respect of the shares of any class the fixing of which by the articles of incorporation is desired.

(c) Section 5306(a)(6)(iii) of the NPCL authorizes the articles of incorporation of a nonprofit corporation organized on a stock share basis to set forth authority vested in the board of directors or other body to divide by provision in the bylaws the authorized and unissued shares into classes or series, or both, and to determine for a class or series its voting rights, designations, preferences, qualifications, limitations and special rights.

(d) A typical provision of the articles of a nonprofit corporation which is not organized on a stock share basis reads as follows:

The corporation is organized upon a nonstock basis.

Notes

19 Pa. Code § 41.6

The provisions of this § 41.6 adopted April 17, 1992, effective 4/18/1992, 22 Pa.B. 1993.