Pennsylvania Consolidated Statutes

15 Pa. Cons. Stat. § 5972 (2026)

Proposal of voluntary dissolution.

✓ current as of May 2026

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§ 5972. Proposal of voluntary dissolution.

(a) General rule.--Any nonprofit corporation that has commenced business may dissolve voluntarily in the manner provided in this subchapter and wind up its affairs in the manner provided in section 5975 (relating to predissolution provision for liabilities) or Subchapter H (relating to postdissolution provision for liabilities). Voluntary dissolution shall be proposed by:

(1) the adoption by the board of directors or other body of a resolution recommending that the corporation be dissolved voluntarily;

(2) petition of members entitled to cast at least 10% of the votes that all members are entitled to cast thereon, setting forth a resolution recommending that the corporation be dissolved voluntarily, which petition shall be directed to the board of directors and filed with the secretary of the corporation; or

(3) such other method for proposing or adopting a resolution recommending that the corporation be dissolved voluntarily as may be provided in the bylaws.

The resolution shall contain a statement either that the dissolution shall proceed under section 5975 or that the dissolution shall proceed under Subchapter H.

(b) Submission to members.--The board of directors or other body or the petitioning members shall direct that the resolution recommending dissolution be submitted to a vote of the members of the corporation entitled to vote thereon at a regular or special meeting of the members.

(c) Cross reference.--See section 5974(e) (relating to amendment of winding-up election).

(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days)

2013 Amendment. Act 67 amended subsec. (b).

1992 Amendment. Act 169 amended subsec. (a) and added subsec. (c).

1990 Amendment. Act 198 reenacted and amended the entire section.

Cross References. Section 5972 is referred to in sections 5974, 5975 of this title.

Notes of Decisions

Cited in 1 case, 2007–2007 · 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 2× “" 15 Pa.C.S. § 5972(a). Thus, Article VII(b)(4) gives subscribers the right of directors, other body members and members to propose voluntary dissolution.”

— 15 Pa. Cons. Stat. § 5972(a) — 1 case

Ciamaichelo v. Indep. Blue Cross, 928 A.2d 407 (Pa. Commw. Ct. 2007). “" 15 Pa.C.S. § 5972(a). Thus, Article VII(b)(4) gives subscribers the right of directors, other body members and members to propose voluntary dissolution.”

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