Pennsylvania Consolidated Statutes

15 Pa. Cons. Stat. § 5725 (2026)

Selection of directors.

✓ current as of May 2026

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§ 5725. Selection of directors.

(a) General rule.--Except as otherwise provided in this section, directors of a nonprofit corporation, other than those constituting the first board of directors, shall be elected by the members.

(b) Other methods.--If a bylaw adopted by the members so provides, directors may be elected, appointed, designated or otherwise selected by the person or persons or by the method or methods as shall be fixed by, or in the manner provided in, the bylaw, and the directors may be classified as to the members who exercise the power to select directors.

(c) Vacancies.--Except as otherwise provided in the bylaws:

(1) Vacancies in the board of directors, including vacancies resulting from an increase in the number of directors, may be filled by a majority of the remaining members of the board though less than a quorum, or by a sole remaining director, and each person so selected shall be a director to serve for the balance of the unexpired term unless otherwise restricted in the bylaws.

(2) When one or more directors resign from the board effective at a future date, the directors then in office, including those who have so resigned, shall have power by the applicable vote to fill the vacancies, the vote thereon to take effect when the resignations become effective.

(3) In the case of a corporation having a board of directors classified in respect of the time for which directors shall severally hold office, any director chosen to fill a vacancy, including a vacancy resulting from an increase in the number of directors, shall hold office until the next election of the class for which the director has been chosen and until a successor has been selected and qualified or until the director's earlier death, resignation or removal.

(c.1) No directors in office.--At any time when the offices of all of the directors of a membership corporation are vacant, any officer, member of an other body or member may call a special meeting of members for the purpose of electing directors.

(d) Alternate directors.--If the bylaws so provide, a person or group of persons entitled to elect, appoint, designate or otherwise select one or more directors may select an alternate for each director. In the absence of a director from a meeting of the board, the director's alternate may, in the manner and upon the notice, if any, as may be provided in the bylaws, attend the meeting or execute a consent in record form and exercise at the meeting or in the consent, the powers of the absent director as may be specified by, or in the manner provided in, the bylaws. When so exercising the powers of the absent director, the alternate shall be subject in all respects to the provisions of this subpart relating to directors.

(e) Nomination of directors.--Unless otherwise provided in the bylaws, directors shall be nominated by a nominating committee or from the floor.

(f) Cross reference.--See the definition of "member" in section 5103 (relating to definitions).

(Dec. 12, 1984, P.L.977, No.193, eff. 60 days; 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 added subsec. (c.1).

Cross References. Section 5725 is referred to in sections 5504, 5755 of this title.

Notes of Decisions

Cited in 5 cases, 1993–2017 · leading case: Ciamaichelo v. Indep. Blue Cross, 928 A.2d 407 (Pa. Commw. Ct. 2007).

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Ciamaichelo v. Indep. Blue Cross, 928 A.2d 407 (Pa. Commw. Ct. 2007). · cites it 4× “15 Pa.C.S. § 5725. Thus, Article VI of the Articles of Incorporation gives subscribers the right of members to nominate directors.”

Assalita v. Chestnut Ridge Homeowners Ass'n, 866 A.2d 1214 (Pa. Commw. Ct. 2005). · cites it 3× “” 15 Pa.C.S. § 5725(a). In addition it provides that directors may be selected pursuant to the bylaws of the nonprofit corporation.”

Lutz v. Tanglwood Lakes Cmty. Ass'n, 866 A.2d 471 (Pa. Commw. Ct. 2005). · cites it 2× “Section 5725 of the Law, as amended, 15 Pa.C.S. § 5725, states that unless otherwise provided by a bylaw approved by the members, directors shall be elected by the members.”

Poesnecker v. Ricchio, 631 A.2d 1097 (Pa. Commw. Ct. 1993). “15 Pa.C.S. § 5725. In the present case, the bylaws of the Beverly Hall Corporation do not provide for the election of a board of directors.”

I. Kaplan v. The Cairn Terrier Club of Am. (Pa. Commw. Ct. 2017). “Kaplan alleges that she lost the 2015 election to CTCA’s Board of Directors because CTCA breached a fiduciary duty, violated Section 5725(a) and (b) of the Nonprofit Corporation Law of 1988 (Nonprofit Corporation Law), 15 Pa.C.S. § 5725(a), (b) (relating to director selection),…”

— 15 Pa. Cons. Stat. § 5725(a) — 2 cases

Assalita v. Chestnut Ridge Homeowners Ass'n, 866 A.2d 1214 (Pa. Commw. Ct. 2005). “” 15 Pa.C.S. § 5725(a). In addition it provides that directors may be selected pursuant to the bylaws of the nonprofit corporation.”

— 15 Pa. Cons. Stat. § 5725(b) — 2 cases

Ciamaichelo v. Indep. Blue Cross, 928 A.2d 407 (Pa. Commw. Ct. 2007). “15 Pa.C.S. § 5725. Thus, Article VI of the Articles of Incorporation gives subscribers the right of members to nominate directors.”

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