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                                                        PRINTER'S NO. 68

THE GENERAL ASSEMBLY OF PENNSYLVANIA


SENATE BILL

No. 70 Session of 1997


        INTRODUCED BY HOLL, JANUARY 17, 1997

        REFERRED TO JUDICIARY, JANUARY 17, 1997

                                     AN ACT

     1  Amending Title 15 (Corporations and Unincorporated Associations)
     2     of the Pennsylvania Consolidated Statutes, further providing
     3     for the selection of officers and directors.

     4     The General Assembly of the Commonwealth of Pennsylvania
     5  hereby enacts as follows:
     6     Section 1.  Sections 5725(b) and 5732(a) of Title 15 of the
     7  Pennsylvania Consolidated Statutes are amended to read:
     8  § 5725.  Selection of directors.
     9     * * *
    10     (b)  Other methods.--
    11         (1)  If a bylaw adopted by the members so provides,
    12     directors may be elected, appointed, designated or otherwise
    13     selected by such person or persons or by such method or
    14     methods as shall be fixed by, or in the manner provided in,
    15     such bylaw.
    16         (2)  Notwithstanding a bylaw to the contrary, directors
    17     may be nominated from the floor at any meeting where
    18     nominations are offered.

     1     * * *
     2  § 5732.  Officers.
     3     (a)  General rule.--Every nonprofit corporation shall have a
     4  president, a secretary, and a treasurer, or persons who shall
     5  act as such, regardless of the name or title by which they may
     6  be designated, elected or appointed and may have such other
     7  officers and assistant officers as it may authorize from time to
     8  time. The bylaws may prescribe special qualifications for the
     9  officers. The president and secretary shall be natural persons
    10  of full age. The treasurer may be a corporation, but if a
    11  natural person shall be of full age. Unless otherwise restricted
    12  in the bylaws, it shall not be necessary for the officers to be
    13  directors. Any number of offices may be held by the same person.
    14  The officers and assistant officers shall be elected or
    15  appointed at such time, in such manner and for such terms as may
    16  be fixed by or pursuant to the bylaws. Notwithstanding a bylaw
    17  to the contrary, officers may be nominated from the floor at any
    18  meeting where nominations are offered. Unless otherwise provided
    19  by or pursuant to the bylaws, each officer shall hold office for
    20  a term of one year and until his successor has been selected and
    21  qualified or until his earlier death, resignation or removal.
    22  Any officer may resign at any time upon written notice to the
    23  corporation. The resignation shall be effective upon receipt
    24  thereof by the corporation or at such subsequent time as may be
    25  specified in the notice of resignation. The corporation may
    26  secure the fidelity of any or all of the officers by bond or
    27  otherwise. Unless otherwise provided in the bylaws, the board of
    28  directors shall have power to fill any vacancies in any office
    29  occurring from whatever reason.
    30     * * *
    19970S0070B0068                  - 2 -

     1     Section 2.  This act shall take effect in 60 days.




















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