5103 - Definitions.
§ 5103. Definitions. Subject to additional definitions contained in subsequent provisions of this subpart that are applicable to specific provisions of this subpart, the following words and phrases when used in this subpart shall have the meanings given to them in this section unless the context clearly indicates otherwise: "Act" or "action." Includes failure to act. "Articles." The original articles of incorporation, all amendments thereof, and any other articles, statements or certificates permitted or required to be filed in the Department of State by sections 108 (relating to change in location or status of registered office provided by agent) and 138 (relating to statement of correction) or this subpart and including what have heretofore been designated by law as certificates of incorporation or charters. If an amendment of the articles or articles of merger or division made in the manner permitted by this subpart restates articles in their entirety or if there are articles of consolidation, conversion or domestication, thenceforth the "articles" shall not include any prior documents and any certificate issued by the department with respect thereto shall so state. "Board of directors" or "board." The group of persons vested with the management of the business and affairs of the corporation irrespective of the name by which such group is designated. The term does not include an other body. The term, when used in any provision of this subpart relating to the organization or procedures of or the manner of taking action by the board of directors, shall be construed to include and refer to any executive or other committee of the board. Any provision of this subpart relating or referring to action to be taken by the board of directors or the procedure required therefor shall be satisfied by the taking of corresponding action by a committee of the board of directors to the extent authority to take such action has been delegated to such committee pursuant to section 5731 (relating to executive and other committees of the board). "Business." Any or all of the activities for which a corporation has been incorporated. "Bylaws." The code or codes of rules adopted for the regulation or management of the business and affairs of the corporation irrespective of the name or names by which such rules are designated. "Charitable purposes." The relief of poverty, the advancement of education, the advancement of religion, the promotion of health, governmental or municipal purposes, and other purposes the accomplishment of which is beneficial to the community. "Common trust fund." A fund maintained by the corporation for the collective investment and reinvestment of trust assets, and any other funds contributed thereto by such corporation, as fiduciary or otherwise. "Corporation for profit." A corporation incorporated for a purpose or purposes involving pecuniary profit, incidental or otherwise, to its shareholders or members. "Corporation not-for-profit." A corporation not incorporated for a purpose or purposes involving pecuniary profit, incidental or otherwise. "Court." Subject to any inconsistent general rule prescribed by the Supreme Court of Pennsylvania: (1) the court of common pleas of the judicial district embracing the county where the registered office of the corporation is or is to be located; or (2) where a corporation results from a merger, consolidation, division or other transaction without establishing a registered office in this Commonwealth or withdraws as a foreign corporation, the court of common pleas in which venue would have been laid immediately prior to the transaction or withdrawal. "Department." The Department of State of the Commonwealth. "Directors." Persons designated, elected or appointed, by that or any other name or title, to act as directors, and their successors. The term does not include a member of an other body, as such. The term, when used in relation to any power or duty requiring collective action, shall be construed to mean "board of directors." "Dissolve" or "dissolution." The termination of corporate existence effected by: (1) filing of articles of dissolution in the department under this subpart by the corporation or by the office of the clerk of the court of common pleas; (2) expiration of the term of existence of a corporation by reason of any limitation contained in its articles; (3) forfeiture by proclamation of the Governor under section 1704 of the act of April 9, 1929 (P.L.343, No.176), known as The Fiscal Code, or otherwise; (4) filing of a certified copy of a decree of dissolution in the department under the act of April 9, 1856 (P.L.293, No.308), entitled "Supplement to the acts relating to incorporations by the Courts of Common Pleas," or otherwise; or (5) judgment of ouster, upon proceedings in quo warranto, under former provisions of law. "Domestic corporation for profit." A corporation for profit incorporated under the laws of this Commonwealth. "Domestic corporation not-for-profit." A corporation not- for-profit incorporated under the laws of this Commonwealth. "Entitled to vote." Those persons entitled to vote on the matter under either the bylaws of the corporation or any applicable controlling provision of law. "Foreign corporation for profit." A corporation for profit incorporated under any laws other than those of this Commonwealth. "Foreign corporation not-for-profit." A corporation not-for- profit incorporated under any laws other than those of this Commonwealth. "Foreign nonprofit corporation." A foreign corporation not- for-profit or other entity subject to Chapter 61 (relating to foreign nonprofit corporations), whether or not required to qualify thereunder. "Fraternal benefit society." A domestic corporation not-for- profit that is a society as defined in the act of July 29, 1977 (P.L.105, No.38), known as the Fraternal Benefit Society Code. "Full age." Of the age of 18 years or over. "Incorporator." A signer of the original articles of incorporation. "Member." One having membership rights in a corporation in accordance with the provisions of its bylaws. The term, when used in relation to the taking of corporate action includes: (1) the proxy of a member, if action by proxy is permitted under the bylaws of the corporation; and (2) a delegate to any convention or assembly of delegates of members established pursuant to any provision of this subpart. If and to the extent the bylaws confer rights of members upon holders of securities evidencing indebtedness or governmental or other entities pursuant to any provision of this subpart the term shall be construed to include such security holders and governmental or other entities. The term shall be construed to include "shareholder" if the corporation issues shares of stock. "Nonprofit corporation" or "domestic nonprofit corporation." A domestic corporation not-for-profit which is not excluded from the scope of this subpart by section 5102 (relating to application of subpart). "Nonqualified foreign corporation" or "nonqualified foreign nonprofit corporation." A foreign corporation not-for-profit which is not a qualified foreign corporation, as defined in this section. "Officer." If a corporation is in the hands of a custodian, receiver, trustee or like official, the term includes that official or any person appointed by that official to act as an officer for any purpose under this subpart. "Other body." A term employed in this subpart to denote a person or group, other than the board of directors or a committee thereof, who pursuant to authority expressly conferred by this subpart may be vested by the bylaws of the corporation with powers which, if not vested by the bylaws in such person or group, would by this subpart be required to be exercised by either: (1) the membership of a corporation taken as a whole; (2) a convention or assembly of delegates of members established pursuant to any provision of this subpart; or (3) the board of directors. Except as otherwise provided in this subpart a corporation may establish distinct persons or groups to exercise different powers which this subpart authorizes a corporation to vest in an other body. "Qualified foreign corporation" or "qualified foreign nonprofit corporation." A foreign corporation not-for-profit authorized under Chapter 61 (relating to foreign nonprofit corporations) to do business in this Commonwealth. "Registered office." That office maintained by a corporation in this Commonwealth as required by section 5507 (relating to registered office). See section 109 (relating to name of commercial registered office provider in lieu of registered address). "Relax." When used with respect to a provision of the articles or bylaws, means to provide lesser rights for an affected representative or member. "Representative." When used with respect to a corporation, partnership, joint venture, trust or other enterprise, means a director, officer, employee or agent thereof. "Trust instrument." Any lawful deed of gift, grant, will or other document by which the donor, grantor or testator shall give, grant or devise any real or personal property or the income therefrom in trust for any charitable purpose. "Unless otherwise provided." When used to introduce a rule implies that the alternative provisions contemplated may either relax or restrict the stated rule. "Unless otherwise restricted." When used to introduce a rule implies that the alternative provisions contemplated may further restrict, but may not relax, the stated rule. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days) 1992 Amendment. Act 169 amended the def. of "registered office" and added the def. of "dissolve" or "dissolution." 1990 Amendment. Act 198 reenacted and amended the entire section. References in Text. The act of July 29, 1977 (P.L.105, No.38), known as the Fraternal Benefit Society Code, referred to in the def. of "fraternal benefit society," was repealed by the act of December 14, 1992 (P.L.835, No.134). The subject matter is now contained in Act 134. Cross References. Section 5103 is referred to in sections 511, 1103, 5734, 5903 of this title.