§ 5726. Removal of directors.
(a) Removal by the members.--
(1) Unless otherwise provided in a bylaw adopted by the members, the entire board of directors,
or a class of the board where the board is classified with respect to the power to
select directors, or any individual director of a nonprofit corporation may be removed
from office without assigning any cause by the vote of members, or a class of members,
entitled to elect directors, or the class of directors. In case the board or a class
of the board or any one or more directors are so removed, new directors may be elected
at the same meeting.
(2) An individual director shall not be removed, unless the entire board or class of the
board is removed, from the board of a corporation in which members are entitled to
vote cumulatively for the board or a class of the board if sufficient votes are cast
against the resolution for removal of the director which, if cumulatively voted at
an annual or other regular election of directors, would be sufficient to elect one
or more directors to the board or to the class.
(b) Removal by the board.--Unless otherwise provided in a bylaw adopted by the members, the board of directors
may declare vacant the office of a director who has been judicially declared of unsound
mind or who has been convicted of an offense punishable by imprisonment for a term
of more than one year, or for any other proper cause which the bylaws may specify,
or if, within 60 days, or other time as the bylaws may specify, after notice of selection,
a director does not accept the office either in writing or by attending a meeting
of the board of directors and fulfill the other requirements of qualification as the
bylaws may specify.
(c) Removal by the court.--Upon application of any member or director, the court may remove from office any director
in case of fraudulent or dishonest acts, or gross abuse of authority or discretion
with reference to the corporation, or for any other proper cause, and may bar from
office any director so removed for a period prescribed by the court. The corporation
shall be made a party to the action and, as a prerequisite to the maintenance of an
action under this subsection, a member shall comply with Subchapter G (relating to
judicial supervision of corporate action).
(d) Effect of reinstatement.--An act of the board done during the period when a director has been suspended or removed
for cause shall not be impugned or invalidated if the suspension or removal is thereafter
rescinded by the members or by the board or by the final judgment of a court.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
Cross References. Section 5726 is referred to in section 5504 of this title.
Notes of Decisions
Lutz v. Tanglwood Lakes Cmty. Ass'n, 866 A.2d 471 (Pa. Commw. Ct. 2005).
· cites it 18× “[2] He alleged that neither Section 5726 of the Law, 15 Pa.C.S. § 5726, relating to the removal of directors, nor Tanglwood's bylaws authorized the Board to remove a director by its vote alone.”
Commonwealth v. UPMC, Appeal of: UPMC, 129 A.3d 441 (Pa. 2015).
“§ 5547(a), and which allow the removal of directors of such corporations, 15 Pa.C.S. § 5726. UPMC appealed Judge Pellegrini’s order and requested expedited review.”
Ciamaichelo v. Indep. Blue Cross, 928 A.2d 407 (Pa. Commw. Ct. 2007).
· cites it 2× “" 15 Pa.C.S. § 5726(a) (emphasis added). Thus, Article VII(a) of the Articles of Incorporation gives subscribers the right of members to remove an entire board of directors or an individual director.”
Smaha v. Landy, 638 A.2d 392 (Pa. Commw. Ct. 1994).
· cites it 2× “15 Pa.C.S. § 5726. Section 103(c) of the Law provides as follows: (c) By the court — The court may, upon petition of any member or director, remove from office any director in case of fraudulent or dishonest acts, or gross abuse of authority or discretion with reference to the…”
Barcia v. Fenlon, 37 A.3d 1 (Pa. Commw. Ct. 2012).
“Barcia, for his part, agrees that the Meeting was not held pursuant to Section 5303(f), but was held, instead, pursuant to Section 5726(a) of the Nonprofit Law, 15 Pa.C.S. § 5726(a), which provides for removal of members of a board of directors by a non-profit corporation's…”
Hart v. Manning, 828 A.2d 5 (Pa. Commw. Ct. 2003).
“The third action was a Petition to Remove Directors Per 15 Pa. C.S. § 5726(c) brought by Hart and Lewis against Robert Manning, Catherine Manning a/k/a C.”
In re the Lord's New Church, 817 A.2d 559 (Pa. Commw. Ct. 2003).
“15 Pa.C.S. § 5726(c) § 5764. Appointment of custodian of corporation on deadlock or other cause (a) General rule.”
Lutz v. Tanglwood Lakes Cmty. Ass'n, 880 A.2d 502 (Pa. 2005).
“AND NOW, this 19th day of July, 2005, the Petition for Allowance of Appeal is hereby GRANTED, LIMITED to the following issue: *509 Whether 15 Pa.C.S. § 5726(b) limits the authority to accomplish removal of a director of a nonprofit corporation by its board of directors to cause…”
— 15 Pa. Cons. Stat. § 5726(a) — 4 cases
Lutz v. Tanglwood Lakes Cmty. Ass'n, 866 A.2d 471 (Pa. Commw. Ct. 2005).
“[2] He alleged that neither Section 5726 of the Law, 15 Pa.C.S. § 5726, relating to the removal of directors, nor Tanglwood's bylaws authorized the Board to remove a director by its vote alone.”
Ciamaichelo v. Indep. Blue Cross, 928 A.2d 407 (Pa. Commw. Ct. 2007).
“" 15 Pa.C.S. § 5726(a) (emphasis added). Thus, Article VII(a) of the Articles of Incorporation gives subscribers the right of members to remove an entire board of directors or an individual director.”
Barcia v. Fenlon, 37 A.3d 1 (Pa. Commw. Ct. 2012).
“Barcia, for his part, agrees that the Meeting was not held pursuant to Section 5303(f), but was held, instead, pursuant to Section 5726(a) of the Nonprofit Law, 15 Pa.C.S. § 5726(a), which provides for removal of members of a board of directors by a non-profit corporation's…”
— 15 Pa. Cons. Stat. § 5726(b) — 7 cases
Lutz v. Tanglwood Lakes Cmty. Ass'n, 866 A.2d 471 (Pa. Commw. Ct. 2005).
“[2] He alleged that neither Section 5726 of the Law, 15 Pa.C.S. § 5726, relating to the removal of directors, nor Tanglwood's bylaws authorized the Board to remove a director by its vote alone.”
Lutz v. Tanglwood Lakes Cmty. Ass'n, 880 A.2d 502 (Pa. 2005).
“AND NOW, this 19th day of July, 2005, the Petition for Allowance of Appeal is hereby GRANTED, LIMITED to the following issue: *509 Whether 15 Pa.C.S. § 5726(b) limits the authority to accomplish removal of a director of a nonprofit corporation by its board of directors to cause…”
— 15 Pa. Cons. Stat. § 5726(c) — 5 cases
Smaha v. Landy, 638 A.2d 392 (Pa. Commw. Ct. 1994).
“15 Pa.C.S. § 5726. Section 103(c) of the Law provides as follows: (c) By the court — The court may, upon petition of any member or director, remove from office any director in case of fraudulent or dishonest acts, or gross abuse of authority or discretion with reference to the…”
Hart v. Manning, 828 A.2d 5 (Pa. Commw. Ct. 2003).
“The third action was a Petition to Remove Directors Per 15 Pa. C.S. § 5726(c) brought by Hart and Lewis against Robert Manning, Catherine Manning a/k/a C.”
In re the Lord's New Church, 817 A.2d 559 (Pa. Commw. Ct. 2003).
“15 Pa.C.S. § 5726(c) § 5764. Appointment of custodian of corporation on deadlock or other cause (a) General rule.”
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