§ 5504. Adoption, amendment and contents of bylaws.
(a) General rule.--The members entitled to vote shall have the power to adopt, amend and repeal the bylaws
of a nonprofit corporation. Except as provided in subsection (b), the authority to
adopt, amend and repeal bylaws may be expressly vested by the bylaws in the board
of directors or other body, subject to the power of the members to change such action.
The bylaws may contain any provisions for managing the business and regulating the
affairs of the corporation not inconsistent with law or the articles. In the case
of a meeting of members, written notice shall be given to each member entitled to
vote that the purpose, or one of the purposes, of a meeting is to consider the adoption,
amendment or repeal of the bylaws. There shall be included in or enclosed with the
notice a copy of the proposed amendment or a summary of the changes to be effected
thereby. Any change in the bylaws shall take effect when adopted unless otherwise
provided in the resolution effecting the change.
(b) Exception.--Except as provided in section 5310(a) (relating to organization meeting), the board
of directors or other body shall not have the authority to adopt or change a bylaw
on any subject that is committed expressly to the members by any of the provisions
of this subpart. See:
Subsection (d) (relating to amendment of voting provisions).
Section 5713 (relating to personal liability of directors).
Section 5721 (relating to board of directors).
Section 5725(b) (relating to selection of directors).
Section 5726(a) (relating to removal of directors by the members).
Section 5726(b) (relating to removal of directors by the board).
Section 5729 (relating to voting rights of directors).
Section 5751(a) (relating to classes and qualifications of membership).
Section 5752(c) (relating to rights of shareholders).
Section 5754(a) (relating to members grouped in local units).
Section 5755(a) (relating to regular meetings).
Section 5756 (relating to quorum).
Section 5757 (relating to action by members).
Section 5758 (relating to voting rights of members).
Section 5759(a) (relating to voting and other action by proxy).
Section 5762(a) (relating to voting by corporations).
Section 5765 (relating to judges of election).
Section 5769(a) (relating to termination and transfer of membership).
Section 5770 (relating to voting powers and other rights of certain securityholders
and other entities).
Section 5975(c) (relating to predissolution provision for liabilities).
(b.1) Restated bylaws.--Subsection (b) does not prohibit the board of directors from including in restated
bylaws, without substantive change, a bylaw adopted by the members, and such a restated
provision continues to have the status of a bylaw adopted by the members.
(c) Relationship of articles and bylaws.--Where any provision of this subpart or any other provision of law refers to a rule
as set forth in the bylaws of a corporation or in a bylaw adopted by the members,
the reference shall be construed to include and be satisfied by any rule on the same
subject as set forth in the articles of the corporation. Where any provision of this
subpart or any other provision of law refers to a rule as set forth in the articles
of a corporation or prohibits the articles from setting forth a rule, the contemplated
rule may not be included in a bylaw or a bylaw adopted by the members.
(d) Amendment of voting provisions.--
(1) Unless otherwise restricted in a bylaw adopted by the members, whenever the bylaws
require for the taking of any action by the members or a class of members a specific
number or percentage of votes, the provision of the bylaws setting forth that requirement
shall not be amended or repealed by any lesser number or percentage of votes of the
members or of the class of members.
(2) Paragraph (1) shall not apply to a bylaw setting forth the right of members to act
by unanimous written consent as provided in section 5766(a) (relating to consent of
members in lieu of meeting).
(e) Cross reference.--See section 6145 (relating to applicability of certain safeguards to foreign domiciliary
corporations).
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198,
eff. imd.; July 9, 2013, P.L.476, No.67, eff. 60 days; Nov. 3, 2022, P.L.1791, No.122,
eff. 60 days)
2022 Amendment. Act 122 amended subsec. (c) and added subsec. (b.1).
2013 Amendment. Act 67 amended subsecs. (b), (c) and (d) and added subsec. (e).
1990 Amendment. Act 198 reenacted and amended the entire section.
Cross References. Section 5504 is referred to in sections 5103, 5757, 6145 of this title.
Notes of Decisions
Ciamaichelo v. Indep. Blue Cross, 928 A.2d 407 (Pa. Commw. Ct. 2007).
· cites it 4× “15 Pa.C.S. §§ 5504 and 5726. Members can be required to make capital contributions to the corporation and are liable for judgments and debts to the limits of their contributions, 15 Pa.”
Lutz v. Tanglwood Lakes Cmty. Ass'n, 866 A.2d 471 (Pa. Commw. Ct. 2005).
· cites it 2× “" Section 5504(a), as amended, 15 Pa.C.S. § 5504(a). If specifying in the bylaws the proper causes for which a board may remove a director is not controlling, then the clause "which the bylaws may specify" has no effect, and that part of Section 5726(b) should have read "or for…”
Mellish v. Hurlock Neck Duck Club, Inc., 886 A.2d 1151 (Pa. Commw. Ct. 2005).
· cites it 3× “Third, they assert that the trial court erred by refusing to consider extrinsic evidence presented at the hearing to resolve the ambiguities in the settlement.”
Anelli v. Arrowhead Lakes Cmty. Ass'n, 689 A.2d 357 (Pa. Commw. Ct. 1997).
“See 15 Pa.C.S. §§ 5504; 5505. Consequently, we reject the Anellis’ argument that the Commonwealth plays a part in establishing or enforcing the deed restrictions or covenants of the Association because the Association is a private nonprofit corporation created and organized…”
Tsucalas v. Holy Xenophone Monastery, 939 A.2d 1008 (Pa. Commw. Ct. 2007).
“” Section 5504(a), as amended, 15 Pa.C.S. § 5504(a), provides that “[t]he members entitled to vote shall *1012 have the power to adopt, amend and repeal the bylaws of a nonprofit corporation.”
Peters Creek United Presbyterian Church v. Washington Presbytery, 90 A.3d 95 (2014).
· cites it 3× “” 15 Pa.C.S. §§ 5504, 5505. Further, the Non-Profit Corporation Law recognizes that corporations may adopt “provisions relating to the government and regulation of the affairs of the corporation” that are based in “canon law”: If and to the extent canon law applicable to a…”
B. Robbins v. Penn Ctr. House, Inc., 138 A.3d 734 (Pa. Commw. Ct. 2016).
· cites it 2× “Only two of the listed statutes, 15 Pa.C.S. §§ 5504(b) and 5769(b), deal with bylaws, powers of the board of directors or membership rights.”
N. Chester Cnty. Sportsmen's Club v. J. Muller -- Appeal of: J. Muller (Pa. Commw. Ct. 2017).
· cites it 2× “15 Pa. C.S. §5504(a). The Club’s 2014 bylaws required that votes on amendments to the bylaws be “taken at two (2) successive meetings, by two thirds majority vote of members present, each member of the club to be notified of such vote in writing, posting at club and on the…”
Poesnecker v. Ricchio, 22 Pa. D. & C.4th 198 (1994).
“Accordingly, we have ordered that the initial, organizational meeting of the Beverly Hall Corporation be held pursuant to the Pennsylvania *206 Nonprofit Corporation Law, particularly 15 Pa.C.S. §§5504, 5725 and 5721. Thereafter, the members themselves shall decide precisely how…”
— 15 Pa. Cons. Stat. § 5504(a) — 6 cases
Ciamaichelo v. Indep. Blue Cross, 928 A.2d 407 (Pa. Commw. Ct. 2007).
“15 Pa.C.S. §§ 5504 and 5726. Members can be required to make capital contributions to the corporation and are liable for judgments and debts to the limits of their contributions, 15 Pa.”
Lutz v. Tanglwood Lakes Cmty. Ass'n, 866 A.2d 471 (Pa. Commw. Ct. 2005).
“" Section 5504(a), as amended, 15 Pa.C.S. § 5504(a). If specifying in the bylaws the proper causes for which a board may remove a director is not controlling, then the clause "which the bylaws may specify" has no effect, and that part of Section 5726(b) should have read "or for…”
Tsucalas v. Holy Xenophone Monastery, 939 A.2d 1008 (Pa. Commw. Ct. 2007).
“” Section 5504(a), as amended, 15 Pa.C.S. § 5504(a), provides that “[t]he members entitled to vote shall *1012 have the power to adopt, amend and repeal the bylaws of a nonprofit corporation.”
Peters Creek United Presbyterian Church v. Washington Presbytery, 90 A.3d 95 (2014).
“” 15 Pa.C.S. §§ 5504, 5505. Further, the Non-Profit Corporation Law recognizes that corporations may adopt “provisions relating to the government and regulation of the affairs of the corporation” that are based in “canon law”: If and to the extent canon law applicable to a…”
— 15 Pa. Cons. Stat. § 5504(b) — 1 case
B. Robbins v. Penn Ctr. House, Inc., 138 A.3d 734 (Pa. Commw. Ct. 2016).
“Only two of the listed statutes, 15 Pa.C.S. §§ 5504(b) and 5769(b), deal with bylaws, powers of the board of directors or membership rights.”
— 15 Pa. Cons. Stat. § 5504(d) — 1 case
Mellish v. Hurlock Neck Duck Club, Inc., 886 A.2d 1151 (Pa. Commw. Ct. 2005).
“Third, they assert that the trial court erred by refusing to consider extrinsic evidence presented at the hearing to resolve the ambiguities in the settlement.”
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