SUBCHAPTER C
DIRECTORS, OFFICERS AND MEMBERS OF
AN OTHER BODY
Sec.
5721. Board of directors.
5722. Qualifications of directors.
5723. Number of directors.
5724. Term of office of directors.
5725. Selection of directors.
5726. Removal of directors.
5727. Quorum of and action by directors.
5728. Interested directors or officers; quorum.
5729. Voting rights of directors.
5730. Compensation of directors.
5731. Executive and other committees of the board.
5732. Officers.
5733. Removal of officers and agents.
5733.1. Officer's standard of care and justifiable reliance.
5733.2. Personal liability of officers.
5734. Other body.
Enactment. Subchapter C was added as Subchapter B December 21, 1988, P.L.1444, No.177, effective
October 1, 1989, and was relettered to Subchapter C December 19, 1990, P.L.834, No.198,
effective immediately.
§ 5721. Board of directors.
Unless otherwise provided by statute or in a bylaw adopted by the members, all powers
enumerated in section 5502 (relating to general powers) and elsewhere in this title
or otherwise vested by law in a nonprofit corporation shall be exercised by or under
the authority of the board of directors, and the business and affairs of every nonprofit
corporation shall be managed by or under the direction of, a board of directors. If
any such provision is made in the bylaws, the powers and duties conferred or imposed
upon the board of directors by this title shall be exercised or performed to such
extent and by such other body as shall be provided in the bylaws.
(Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198,
eff. imd.; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
Cross References. Section 5721 is referred to in sections 5502, 5504 of this title.
Notes of Decisions
Ciamaichelo v. Indep. Blue Cross, 928 A.2d 407 (Pa. Commw. Ct. 2007).
· cites it 4× “Section 5721 of the Nonprofit Law, 15 Pa.C.S. § 5721. Moreover, the purposes of a nonprofit corporation are to be effectuated by, or under the authority of, the board of directors or other body, and one of the purposes of IBC is to have no incidental profits.”
Zampogna v. Law Enf't Health Benefits, Inc., 81 A.3d 1043 (Pa. Commw. Ct. 2013).
· cites it 2× “15 Pa.C.S. § 5721. 9 The law states that: A director of a non-profit corporation shall stand in a fiduciary relation to the corporation and shall perform his duties *1059 as a director .”
Petty v. Hosp. Serv. Ass'n of Ne. Pennsylvania, 967 A.2d 439 (Pa. Commw. Ct. 2009).
“Section 5721 of the Nonprofit Law, 15 Pa.C.S. § 5721. Those able to challenge the “validity” of corporate action are set forth in Section 5798(a) of the Nonprofit Law, which provides: (a) General rule.”
Smaha v. Landy, 638 A.2d 392 (Pa. Commw. Ct. 1994).
“15 Pa.C.S. § 5721. The appellee directors argue that it is clear under these sections of the Law that appellant Meyer, as president of GHS, lacked the authority to engage counsel on behalf of GHS because no statute or bylaw of GHS permits the president to exert such authority.”
Purcell v. Milton Hershey Sch. Alumni Ass'n, 884 A.2d 372 (Pa. Commw. Ct. 2005).
“8 Section 5721 of the Non Profit Corporation Law of 1988, 15 Pa.C.S. § 5721, 9 provides that absent a by-law, all *378 power to manage the non-profit organization is placed in the Board: Unless otherwise provided by statute or in a bylaw adopted by the members, all powers…”
Petty v. Hosp. Serv. Ass'n, 967 A.2d 439 (Pa. Commw. Ct. 2009).
“Section 5721 of the Nonprofit Law, 15 Pa.C.S. § 5721. Those able to challenge the "validity" of corporate action are set forth in Section 5793(a) of the Nonprofit Law, which provides: (a) General rule.”
Peters Creek United Presbyterian Church v. Washington Presbytery, 90 A.3d 95 (2014).
“ry, to petition a court to hold proceedings regarding the involuntary windup or dissolution of a corporation “organized for the support of public worship” when “it is made to appear that by reason of shifting population, withdrawal of membership, or any other cause whatsoever,…”
N. Chester Cnty. Sportsmen's Club v. J. Muller -- Appeal of: J. Muller (Pa. Commw. Ct. 2017).
“15 Pa. C.S. § 5721 (emphasis added). The powers of the board of directors enumerated in Section 5502 include the power “[t]o conduct [the corporation’s] business [and] carry on its operations,” “[t]o elect or appoint and remove officers, employees and agents of the corporation…”
D. Bloom v. PA SEC (Pa. Commw. Ct. 2019).
“15 Pa. C.S. §5721. Specifically, it gives the board of directors the power “[t]o elect or appoint and remove officers, employees and agents of the corporation, define their duties, [and] fix their reasonable compensation….”
Fairfield Area Sch. Dist. v. Nat'l Org. for Child., Inc., 837 A.2d 644 (Pa. Commw. Ct. 2003).
“§ 5712 (relating to fiduciary duties of the director of a nonprofit corporation); section 5721 of the Nonprofit Corporation Law of 1988, 15 Pa. C.S. § 5721 (stating that the powers and duties of the board of directors of a nonprofit corporation shall be exercised and performed…”
Annotations are extracted automatically from the opinions in the
Syfert caselaw corpus and ranked by authority, recency, and
treatment. Dots show Syfertize treatment of the citing case itself.