HB 2728

                                                PRINTER'S NO.     3810
                THE GENERAL ASSEMBLY OF PENNSYLVANIA
                    HOUSE BILL
                    No. 2728
                                          Session of
                                            2026
INTRODUCED BY WEBSTER, FRIEL, KHAN, WAXMAN, PROBST, SHUSTERMAN,
   MADSEN, RABB, FREEMAN, PIELLI, HOWARD, STEELE, DELLOSO,
   MAZZOCCO, OTTEN, MADDEN, BOROWSKI, SANCHEZ, HADDOCK,
   PASHINSKI, D. WILLIAMS, CIRESI, PARKER AND SAPPEY,
   AUGUST 5, 2026
REFERRED TO COMMITTEE ON STATE GOVERNMENT, AUGUST 5, 2026
                               AN ACT
1 Amending Title 15 (Corporations and Unincorporated Associations)
2    of the Pennsylvania Consolidated Statutes, in general
3    provisions, further providing for definitions; in corporate
4    powers, duties and safeguards, repealing provisions relating
5    to general powers and providing for revocation and regrant of
6    general powers; in limited liability companies, repealing
7    provisions relating to powers and providing for revocation
8    and regrant of powers; and making editorial changes.
9    The General Assembly of the Commonwealth of Pennsylvania
10 hereby enacts as follows:
11    Section 1.    Section 102(a) of Title 15 of the Pennsylvania
12 Consolidated Statutes is amended by adding definitions to read:
13 § 102.   Definitions.
14    (a)   Defined terms.--Subject to additional or inconsistent
15 definitions contained in subsequent provisions of this title
16 that are applicable to specific provisions of this title, the
17 following words and phrases when used in this title shall have,
18 unless the context clearly indicates otherwise, the meanings
19 given to them in this section:
1    * * *
2    "Ballot question activity."   Paying, contributing or
3 expending money or anything of value to support or oppose a
4 ballot question. The term shall not include any bona fide news
5 story, commentary or editorial distributed through the
6 facilities of a broadcasting station or of any print, online or
7 digital newspaper, magazine, blog or other periodical
8 publication, except if the broadcasting, print, online or
9 digital facility is owned or controlled by a political party, a
10 political committee or a candidate for election.
11    * * *
12    "Charter privilege."   Any benefit to a business corporation
13 or nonprofit corporation, limited liability company or other
14 association governed under this title that exists only because
15 the Commonwealth confers it, such as limited liability,
16 perpetual duration, succession in its corporate name and tax
17 credits and abatements.
18    * * *
19    "Election activity."   Paying, contributing or expending money
20 or anything of value to support or oppose a candidate for
21 election, a political party or a political committee. The term
22 shall not include any bona fide news story, commentary or
23 editorial distributed through the facilities of a broadcasting
24 station or of any print, online or digital newspaper, magazine,
25 blog or other periodical publication, unless the broadcasting,
26 print, online or digital facility is owned or controlled by a
27 political party, a political committee or a candidate.
28    * * *
29    "Political committee."   As defined in section 1621 of the act
30 of June 3, 1937 (P.L.1333, No.320), known as the Pennsylvania
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1 Election Code.
2    "Political party."    As defined under section 801 of the
3 Pennsylvania Election Code.
4    * * *
5    Section 2.    Section 1502 of Title 15 is repealed:
6 [§ 1502.    General powers.
7    (a)     General rule.--Subject to the limitations and
8 restrictions imposed by statute or contained in its articles,
9 every business corporation shall have power:
10(1)   To have perpetual succession by its corporate name
11    unless a limited period of duration is specified in its
12    articles, subject to the power of the Attorney General under
13    section 503 (relating to actions to revoke corporate
14    franchises) and to the power of the General Assembly under
15    the Constitution of Pennsylvania.
16(2)   To sue and be sued, complain and defend and
17    participate as a party or otherwise in any judicial,
18    administrative, arbitrative or other proceeding in its
19    corporate name.
20(3)   To have a corporate seal, which may be altered at
21    pleasure, and to use the seal by causing it or a facsimile
22    thereof to be impressed or affixed or in any other manner
23    reproduced.
24(4)   To acquire, own and utilize any real or personal
25    property, or any interest therein, wherever situated.
26(5)   To sell, convey, mortgage, pledge, lease, exchange
27    or otherwise dispose of all or any part of its property and
28    assets, or any interest therein, wherever situated.
29(6)   To guarantee, become surety for, acquire, own and
30    dispose of obligations, capital stock and other securities.
20260HB2728PN3810  - 3 -
1      (7)     To borrow money, issue or incur its obligations and
2  secure any of its obligations by mortgage on or pledge of or
3  security interest in all or any part of its property and
4  assets, wherever situated, franchises or income, or any
5  interest therein.
6      (8)     To invest its funds, lend money and take and hold
7  real and personal property as security for the repayment of
8  funds so invested or loaned.
9      (9)     To make contributions and donations.
10      (10)     To use abbreviations, words, logos or symbols upon
11  the records of the corporation, and in connection with the
12  registration of, and inscription of ownership or entitlement
13  on, certificates evidencing shares in or other securities or
14  obligations of the corporation, or upon any notice such as
15  the notice provided by section 1528(f) (relating to
16  uncertificated shares), and upon checks, proxies, notices and
17  other instruments and documents relating to the foregoing,
18  which abbreviations, words, logos or symbols shall have the
19  same force and effect as though the respective words and
20  phrases for which they stand were set forth in full for the
21  purposes of all statutes of this Commonwealth and all other
22  purposes.
23      (11)     To be a promoter, partner, member, associate or
24  manager of any partnership, enterprise or venture or in any
25  transaction, undertaking or arrangement that the corporation
26  would have power to conduct itself, whether or not its
27  participation involves sharing or delegation of control with
28  or to others.
29      (12)     To transact any lawful business that the board of
30  directors finds will aid governmental policy.
20260HB2728PN3810  - 4 -
1      (13)    To continue the salaries of such of its employees
2  as may be serving in the active or reserve armed forces of
3  the United States, or in the National Guard or in any other
4  organization established for the protection of the lives and
5  property of citizens of this Commonwealth or the United
6  States, during the term of that service or during such part
7  thereof as the employees, by reason of that service, may be
8  unable to perform their duties as employees of the
9  corporation.
10      (14)    To pay pensions and establish pension plans,
11  pension trusts, profit sharing plans, share bonus plans,
12  share option plans, incentive and deferred compensation plans
13  and other plans or trusts for any or all of its present or
14  former representatives and, after their death, to grant
15  allowances or pensions to their dependents or beneficiaries,
16  whether or not the grant was made during their lifetime.
17      (15)    To conduct its business, carry on its operations,
18  have offices and exercise the powers granted by this subpart
19  or any other provision of law in any jurisdiction within or
20  without the United States.
21      (16)    To elect or appoint and remove officers, employees
22  and agents of the corporation, define their duties, fix their
23  compensation and the compensation of directors, to lend any
24  of the foregoing money and credit and to pay bonuses or other
25  additional compensation to any of the foregoing for past
26  services.
27      (17)    To enter into any obligation appropriate for the
28  transaction of its affairs, including contracts or other
29  agreements with its shareholders.
30      (18)    To accept, reject, respond to or take no action in
20260HB2728PN3810  - 5 -
1    respect of an actual or proposed acquisition, divestiture,
2    tender offer, takeover or other fundamental change under
3    Chapter 3 (relating to entity transactions) or 19 (relating
4    to fundamental changes) or otherwise.
5(19)    To have and exercise all of the powers and means
6    appropriate to effect the purpose or purposes for which the
7    corporation is incorporated.
8(20)    To have and exercise all other powers enumerated
9    elsewhere in this subpart or otherwise vested by law in the
10    corporation.
11    (b)   Enumeration unnecessary.--It shall not be necessary to
12 set forth in the articles of the corporation the powers
13 enumerated in subsection (a).
14    (c)   Board to exercise.--See section 1721 (relating to board
15 of directors).]
16    Section 3.      Title 15 is amended by adding a section to read:
17 § 1502.1.      Revocation and regrant of general powers.
18    (a)   General powers revoked.--Powers previously granted to a
19 business corporation under this title prior to the effective
20 date of this subsection are revoked in their entirety.
21    (b)   Grant of general powers.--Subject to the limitations and
22 restrictions imposed by statute or contained in its articles,
23 every business corporation shall have the following powers,
24 excluding any power to directly or indirectly engage in election
25 activity or ballot question activity:
26(1)    To have perpetual succession by its corporate name
27    unless a limited period of duration is specified in its
28    articles, subject to the power of the Attorney General under
29    section 503 (relating to actions to revoke corporate
30    franchises) and to the power of the General Assembly under
20260HB2728PN3810  - 6 -
1  the Constitution of Pennsylvania.
2      (2)     To sue and be sued, complain and defend and
3  participate as a party or otherwise in any judicial,
4  administrative, arbitrative or other proceeding in its
5  corporate name.
6      (3)     To have a corporate seal, which may be altered at
7  pleasure and to use the seal by causing it or a facsimile
8  thereof to be impressed or affixed or in any other manner
9  reproduced.
10      (4)     To acquire, own and utilize any real or personal
11  property or any interest in real or personal property,
12  wherever situated.
13      (5)     To sell, convey, mortgage, pledge, lease, exchange
14  or otherwise dispose of all or any part of its property and
15  assets or any interest in property and assets, wherever
16  situated.
17      (6)     To guarantee, become surety for, acquire, own and
18  dispose of obligations, capital stock and other securities.
19      (7)     To borrow money, issue or incur its obligations and
20  secure any of its obligations by mortgage on or pledge of or
21  security interest in all or any part of its property and
22  assets, wherever situated, franchises or income or any
23  interest in its property and assets, franchises or income.
24      (8)     To invest its funds, lend money and take and hold
25  real and personal property as security for the repayment of
26  funds so invested or loaned.
27      (9)     To make contributions and donations, excluding any
28  contributions or donations that qualify as election activity
29  or ballot question activity.
30      (10)     To use abbreviations, words, logos or symbols upon
20260HB2728PN3810  - 7 -
1  the records of the corporation, and in connection with the
2  registration of, and inscription of ownership or entitlement
3  on, certificates evidencing shares in or other securities or
4  obligations of the corporation, or upon any notice such as
5  the notice provided by section 1528(f) (relating to shares
6  represented by certificates and uncertificated shares), and
7  upon checks, proxies, notices and other instruments and
8  documents relating to the foregoing, which abbreviations,
9  words, logos or symbols shall have the same force and effect
10  as though the respective words and phrases for which they
11  stand were set forth in full for the purposes of statutes of
12  the Commonwealth and all other purposes.
13      (11)   To be a promoter, partner, member, associate or
14  manager of any partnership, enterprise or venture or in any
15  transaction, undertaking or arrangement that the corporation
16  would have power to conduct itself, whether or not its
17  participation involves sharing or delegation of control with
18  or to others.
19      (12)   To transact any lawful business that the board of
20  directors finds will aid governmental policy, excluding any
21  business that qualifies as election activity or ballot
22  question activity.
23      (13)   To continue the salaries of its employees as may be
24  serving in the active or reserve armed forces of the United
25  States, or in the National Guard or in any other organization
26  established for the protection of the lives and property of
27  residents of this Commonwealth or the United States, during
28  the term of the service or during the part thereof as the
29  employees, by reason of the service, may be unable to perform
30  their duties as employees of the corporation.
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1      (14)    To pay pensions and establish pension plans,
2  pension trusts, profit-sharing plans, share bonus plans,
3  share option plans, incentive and deferred compensation plans
4  and other plans or trusts for any or all of its present or
5  former representatives and, after their death, to grant
6  allowances or pensions to their dependents or beneficiaries,
7  whether or not the grant was made during their lifetime.
8      (15)    To conduct its business, carry on its operations,
9  have offices and exercise the powers granted by this subpart
10  or any other provision of law in any jurisdiction within or
11  without the United States.
12      (16)    To elect or appoint and remove officers, employees
13  and agents of the corporation, define their duties, fix their
14  compensation and the compensation of directors, to lend any
15  of the foregoing money and credit and to pay bonuses or other
16  additional compensation to any of the foregoing for past
17  services.
18      (17)    To enter into any obligation appropriate for the
19  transaction of its affairs, including contracts or other
20  agreements with its shareholders.
21      (18)    To accept, reject, respond to or take no action in
22  respect of an actual or proposed acquisition, divestiture,
23  tender offer, takeover or other fundamental change under
24  Chapter 3 (relating to entity transactions) or 19 (relating
25  to fundamental changes) or otherwise.
26      (19)    To have and exercise all of the powers and means
27  appropriate to effect the purpose or purposes for which the
28  corporation is incorporated.
29      (20)    To have and exercise other powers enumerated
30  elsewhere in this subpart or otherwise vested by law in the
20260HB2728PN3810  - 9 -
1    corporation.
2    (c)   Voided permissions.--Any language in any public organic
3 record or charter purporting to directly or indirectly confer
4 election activity authority or ballot question activity
5 authority to a business corporation in this Commonwealth is
6 void. A charter privilege may not be construed to authorize
7 election activity or ballot question activity for a business
8 corporation.
9    (d)   Violations.--For a business corporation that violates
10 the provisions of this section, the following shall apply:
11(1)   A business corporation that exercises election
12    activity authority or ballot question activity authority
13    shall initially forfeit all charter privileges as a matter of
14    law. Any election activity or ballot question activity
15    conducted by a business corporation is ultra vires and void.
16(2)   The department shall enact regulations to provide
17    for the reinstatement of charter privileges revoked under the
18    provisions of this section on full disgorgement,
19    certification of future compliance and any additional
20    conditions the department considers appropriate for any
21    business corporation that violates this subsection.
22(3)   A business corporation that conducts election
23    activity or ballot question activity shall be subject to
24    civil action by the Attorney General for injunctive relief,
25    disgorgement and confirmation or enforcement of the
26    forfeiture.
27    (e)   Applicability.--Nothing in this section may be construed
28 to invalidate, impair or modify any existing contract, debt
29 instrument, security or other legal obligation validly entered
30 into by a business corporation prior to the effective date of
20260HB2728PN3810  - 10 -
1 this subsection, except that nothing in this subsection shall
2 authorize election activity or ballot question activity after
3 the effective date of this subsection.
4    (f)    Enumeration unnecessary.--It shall not be necessary to
5 specify in the articles of the corporation the powers enumerated
6 in subsection (b).
7    (g)    Board to exercise.--See section 1721 (relating to board
8 of directors).
9    Section 4.     Sections 1715(c) introductory paragraph and
10 1721(a) of Title 15 are amended to read:
11 § 1715.    Exercise of powers generally.
12    * * *
13    (c)    Specific applications.--In exercising the powers vested
14 in the corporation, including, without limitation, those powers
15 pursuant to section [1502 (relating to general powers)] 1502.1
16 (relating to revocation and regrant of general powers), and in
17 no way limiting the discretion of the board of directors,
18 committees of the board and individual directors pursuant to
19 subsections (a) and (b), the fiduciary duty of directors shall
20 not be deemed to require them:
21* * *
22 § 1721.    Board of directors.
23    (a)    General rule.--Unless otherwise provided by statute or
24 in a bylaw adopted by the shareholders, all powers enumerated in
25 section [1502 (relating to general powers)] 1502.1 (relating to
26 revocation and regrant of general powers) and elsewhere in this
27 title or otherwise vested by law in a business corporation shall
28 be exercised by or under the authority of the board of
29 directors, and the business and affairs of every business
30 corporation shall be managed by or under the direction of, a
20260HB2728PN3810  - 11 -
1 board of directors. If any such provision is made in the bylaws,
2 the powers and duties conferred or imposed upon the board of
3 directors by this title shall be exercised or performed to such
4 extent and by such person or persons as shall be provided in the
5 bylaws. Persons upon whom the powers and duties of directors are
6 imposed by this section shall to that extent be subject to the
7 liabilities imposed, and entitled to the rights and immunities
8 conferred, by or pursuant to this part and other provisions of
9 law upon directors of a corporation.
10    * * *
11    Section 5.    Section 5502 of Title 15 is repealed:
12 [§ 5502.    General powers.
13    (a)     General rule.--Subject to the limitations and
14 restrictions imposed by statute and, except as otherwise
15 provided in paragraph (4), subject to the limitations and
16 restrictions contained in its articles, every nonprofit
17 corporation shall have power:
18(1)   To have perpetual succession by its corporate name
19    unless a limited period of duration is specified in its
20    articles, subject to the power of the Attorney General under
21    section 503 (relating to actions to revoke corporate
22    franchises) and to the power of the General Assembly under
23    the Constitution of Pennsylvania.
24(2)   To sue and be sued, complain and defend and
25    participate as a party or otherwise in any judicial,
26    administrative, arbitrative or other proceeding in its
27    corporate name.
28(3)   To have a corporate seal, which may be altered at
29    pleasure, and to use the seal by causing it or a facsimile
30    thereof to be impressed or affixed or in any manner
20260HB2728PN3810  - 12 -
1  reproduced.
2      (4)    To acquire, own and utilize any real or personal
3  property, or any interest therein, wherever situated,
4  regardless of any limitation set forth in its articles prior
5  to January 1, 1972 as to the quantity or value of real or
6  personal property which it may hold, or as to the amount of
7  income derived therefrom.
8      (5)    To sell, convey, mortgage, pledge, lease, exchange
9  or otherwise dispose of all or any part of its property and
10  assets, or any interest therein, wherever situated.
11      (6)    To guarantee, become surety for, acquire, own and
12  dispose of obligations, capital stock and other securities.
13      (7)    To borrow money, issue or incur its obligations and
14  secure any of its obligations by mortgage on or pledge of or
15  security interest in all or any part of its property and
16  assets, wherever situated, franchises or income, or any
17  interest therein.
18      (8)    To invest its funds, lend money and take and hold
19  real and personal property as security for the repayment of
20  funds so invested or loaned.
21      (9)    To make contributions and donations.
22      (10)    To use abbreviations, words, logos or symbols upon
23  the records of the corporation, and in connection with the
24  registration of, and inscription of ownership or entitlement
25  on, certificates evidencing membership in or securities or
26  obligations of the corporation, and upon checks, proxies,
27  notices and other instruments and documents relating to the
28  foregoing, which abbreviations, words, logos or symbols shall
29  have the same force and effect as though the respective words
30  and phrases for which they stand were set forth in full for
20260HB2728PN3810  - 13 -
1  the purposes of all statutes of this Commonwealth and all
2  other purposes.
3      (11)   To be a promoter, partner, member, associate or
4  manager of any partnership, enterprise or venture or in any
5  transaction, undertaking or arrangement that the corporation
6  would have power to conduct itself, whether or not its
7  participation involves sharing or delegation of control with
8  or to others.
9      (12)   To transact any lawful business that the board of
10  directors or other body finds will aid governmental policy.
11      (13)   To continue the salaries of such of its employees
12  as may be serving in the active or reserve armed forces of
13  the United States, or in the national guard or in any other
14  organization established for the protection of the lives and
15  property of citizens of this Commonwealth or the United
16  States, during the term of that service or during such part
17  thereof as the employees, by reason of that service, may be
18  unable to perform their duties as employees of the
19  corporation.
20      (14)   To pay pensions and establish pension plans,
21  pension trusts, profit sharing plans, share bonus plans,
22  share option plans, incentive and deferred compensation plans
23  and other plans or trusts for any or all of its present or
24  former representatives and, after their death, to grant
25  allowances or pensions to their dependents or beneficiaries,
26  whether or not the grant was made during their lifetime.
27      (15)   To conduct its business, carry on its operations,
28  have offices and exercise the powers granted by this article
29  or any other provision of law in any jurisdiction within or
30  without the United States.
20260HB2728PN3810  - 14 -
1(16)   To elect or appoint and remove officers, employees
2    and agents of the corporation, define their duties, fix their
3    reasonable compensation and the reasonable compensation of
4    directors, to lend any of the foregoing money and credit and
5    to pay bonuses or other additional compensation to any of the
6    foregoing for past services.
7(17)   To enter into any obligation appropriate for the
8    transaction of its affairs, including contracts or other
9    agreements with its members.
10(18)   To have and exercise all of the powers and means
11    appropriate to effect the purpose or purposes for which the
12    corporation is incorporated.
13(19)   To have and exercise all other powers enumerated
14    elsewhere in this subpart or otherwise vested by law in the
15    corporation.
16    (b)   Enumeration unnecessary.--It shall not be necessary to
17 set forth in the articles of the corporation the powers
18 enumerated in subsection (a).
19    (c)   Board to exercise.--See section 5721 (relating to board
20 of directors).]
21    Section 6.     Title 15 is amended by adding a section to read:
22 § 5502.1.   Revocation and regrant of general powers.
23    (a)   General powers revoked.--Powers previously granted to a
24 nonprofit corporation under this title prior to the effective
25 date of this subsection are revoked in their entirety.
26    (b)   Grant of general powers.--Subject to the limitations and
27 restrictions imposed by statute and, except as otherwise
28 provided in paragraph (4), subject to the limitations and
29 restrictions contained in its articles, every nonprofit
30 corporation shall have the following powers, excluding any power
20260HB2728PN3810  - 15 -
1 to directly or indirectly engage in election activity or ballot
2 question activity:
3(1)     To have perpetual succession by its corporate name
4    unless a limited period of duration is specified in its
5    articles, subject to the power of the Attorney General under
6    section 503 (relating to actions to revoke corporate
7    franchises) and to the power of the General Assembly under
8    the Constitution of Pennsylvania.
9(2)     To sue and be sued, complain and defend and
10    participate as a party or otherwise in any judicial,
11    administrative, arbitrative or other proceeding in its
12    corporate name.
13(3)     To have a corporate seal, which may be altered at
14    pleasure, and to use the seal by causing it or a facsimile
15    thereof to be impressed or affixed or in any manner
16    reproduced.
17(4)     To acquire, own and utilize any real or personal
18    property, or any interest in real or personal property,
19    wherever situated, notwithstanding any limitation specified
20    in its articles prior to January 1, 1972, as to the quantity
21    or value of real or personal property which it may hold, or
22    as to the amount of income derived therefrom.
23(5)     To sell, convey, mortgage, pledge, lease, exchange
24    or otherwise dispose of all or any part of its property and
25    assets, or any interest in its property and assets, wherever
26    situated.
27(6)     To guarantee, become surety for, acquire, own and
28    dispose of obligations, capital stock and other securities.
29(7)     To borrow money, issue or incur its obligations and
30    secure any of its obligations by mortgage on or pledge of or
20260HB2728PN3810  - 16 -
1  security interest in all or any part of its property and
2  assets, wherever situated, franchises or income or any
3  interest in its property and assets, franchises or income.
4      (8)    To invest its funds, lend money and take and hold
5  real and personal property as security for the repayment of
6  funds so invested or loaned.
7      (9)    To make contributions and donations, excluding any
8  contributions or donations that qualify as election activity
9  or ballot question activity.
10      (10)   To use abbreviations, words, logos or symbols upon
11  the records of the corporation, and in connection with the
12  registration of, and inscription of ownership or entitlement
13  on, certificates evidencing membership in or securities or
14  obligations of the corporation and upon checks, proxies,
15  notices and other instruments and documents relating to the
16  foregoing, which abbreviations, words, logos or symbols shall
17  have the same force and effect as though the respective words
18  and phrases for which they stand were specified in full for
19  the purposes of all statutes of the Commonwealth and all
20  other purposes.
21      (11)   To be a promoter, partner, member, associate or
22  manager of any partnership, enterprise or venture or in any
23  transaction, undertaking or arrangement that the corporation
24  would have power to conduct itself, whether or not its
25  participation involves sharing or delegation of control with
26  or to others.
27      (12)   To transact any lawful business that the board of
28  directors or other body finds will aid governmental policy,
29  excluding any business that qualifies as election activity or
30  ballot question activity.
20260HB2728PN3810  - 17 -
1      (13)   To continue the salaries of its employees as may be
2  serving in the active or reserve armed forces of the United
3  States, or in the national guard or in any other organization
4  established for the protection of the lives and property of
5  residents of this Commonwealth or the United States, during
6  the term of the service or during the part of the service as
7  the employees, by reason of the service, may be unable to
8  perform their duties as employees of the corporation.
9      (14)   To pay pensions and establish pension plans,
10  pension trusts, profit-sharing plans, share bonus plans,
11  share option plans, incentive and deferred compensation plans
12  and other plans or trusts for any or all of its present or
13  former representatives and, after their death, to grant
14  allowances or pensions to their dependents or beneficiaries,
15  whether or not the grant was made during their lifetime.
16      (15)   To conduct its business, carry on its operations,
17  have offices and exercise the powers granted by this article
18  or any other provision of law in any jurisdiction within or
19  without the United States.
20      (16)   To elect or appoint and remove officers, employees
21  and agents of the corporation, define their duties, fix their
22  reasonable compensation and the reasonable compensation of
23  directors, to lend any of the foregoing money and credit and
24  to pay bonuses or other additional compensation to any of the
25  foregoing for past services.
26      (17)   To enter into any obligation appropriate for the
27  transaction of its affairs, including contracts or other
28  agreements with its members.
29      (18)   To have and exercise all of the powers and means
30  appropriate to effect the purpose or purposes for which the
20260HB2728PN3810  - 18 -
1    corporation is incorporated.
2(19)    To have and exercise all other powers enumerated
3    elsewhere in this subpart or otherwise vested by law in the
4    corporation.
5    (c)   Voided permissions.--Any language in any public organic
6 record or charter purporting to directly or indirectly confer
7 election activity authority or ballot question activity
8 authority to a nonprofit corporation in this Commonwealth is
9 void. A charter privilege may not be construed to authorize
10 election activity or ballot question activity for a nonprofit
11 corporation.
12    (d)   Violations.--For a nonprofit corporation that violates
13 this section, the following shall apply:
14(1)    A nonprofit corporation that exercises election
15    activity authority or ballot question activity authority
16    shall initially forfeit charter privileges as a matter of
17    law. Any election activity or ballot question activity
18    conducted by a nonprofit corporation is ultra vires and void.
19(2)    The department shall enact regulations to provide
20    for the reinstatement of charter privileges revoked under the
21    provisions of this section on full disgorgement,
22    certification of future compliance and any additional
23    conditions the department considers appropriate for any
24    nonprofit corporation that violates the provisions of this
25    subsection.
26(3)    A nonprofit corporation that conducts election
27    activity or ballot question activity shall be subject to
28    civil action by the Attorney General for injunctive relief,
29    disgorgement and confirmation or enforcement of the
30    forfeiture.
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1    (e)    Applicability.--Nothing in this section shall be
2 construed to invalidate, impair or modify any existing contract,
3 debt instrument, security or other legal obligation validly
4 entered into by a nonprofit corporation prior to the effective
5 date of this subsection, except that nothing in this subsection
6 shall authorize election activity or ballot question activity
7 after the effective date of this subsection.
8    (f)    Enumeration unnecessary.--It shall not be necessary to
9 specify in the articles of the corporation the powers enumerated
10 in subsection (b).
11    (g)    Board to exercise.--See section 5721 (relating to board
12 of directors).
13    Section 7.    Sections 5715(c), 5721, 7321(a) introductory
14 paragraph, 7521(a) introductory paragraph and 8815(c)(8) of
15 Title 15 are amended to read:
16 § 5715.    Exercise of powers generally.
17    * * *
18    (c)    Specific applications.--In exercising the powers vested
19 in the corporation, including, without limitation, those powers
20 pursuant to section [5502 (relating to general powers)] 5502.1
21 (relating to revocation and regrant of general powers), and in
22 no way limiting the discretion of the board of directors,
23 committees of the board and individual directors pursuant to
24 subsections (a) and (b), the fiduciary duty of directors shall
25 not be deemed to require them to act as the board of directors,
26 a committee of the board or an individual director solely
27 because of the effect such action might have on an acquisition
28 or potential or proposed acquisition of control of the
29 corporation or the consideration that might be offered or paid
30 to members in such an acquisition.
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1    * * *
2 § 5721.    Board of directors.
3    Unless otherwise provided by statute or in a bylaw adopted by
4 the members, all powers enumerated in section [5502 (relating to
5 general powers)] 5502.1 (relating to revocation and regrant of
6 general powers) and elsewhere in this title or otherwise vested
7 by law in a nonprofit corporation shall be exercised by or under
8 the authority of the board of directors, and the business and
9 affairs of every nonprofit corporation shall be managed by or
10 under the direction of, a board of directors. If any such
11 provision is made in the bylaws, the powers and duties conferred
12 or imposed upon the board of directors by this title shall be
13 exercised or performed to such extent and by such other body as
14 shall be provided in the bylaws.
15 § 7321.    Special powers and limitations.
16    (a)    General rule.--Each electric cooperative corporation
17 shall have power (in addition to or limitation of the powers
18 conferred by section [5502 (relating to general powers))] 5502.1
19 (relating to revocation and regrant of general powers)):
20* * *
21 § 7521.    Special powers and limitations.
22    (a)    General rule.--Each association shall have power (in
23 addition to or limitation of the powers conferred by section
24 [1502 (relating to general powers) or 5502 (relating to general
25 powers))] 1502.1 (relating to revocation and regrant of general
26 powers) or 5502.1 (relating to revocation and regrant of general
27 powers)):
28* * *
29 § 8815.    Contents of operating agreement.
30    * * *
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1    (c)     Limitations.--An operating agreement may not do any of
2 the following:
3* * *
4(8)    Vary a provision of section [8819 (relating to
5    powers)] 8819.1 (relating to revocation and regrant of
6    powers).
7* * *
8    Section 8.      Section 8819 of Title 15 is repealed:
9 [§ 8819.    Powers.
10    (a)     General rule.--A limited liability company has the power
11 to do all things necessary or convenient to carry on its
12 activities and affairs.
13    (b)     Capacity to sue and be sued.--A limited liability
14 company has the capacity to sue and be sued in its own name.
15    (c)     Certain specifically authorized debt terms.--A limited
16 liability company shall be subject to section 1510 (relating to
17 certain specifically authorized debt terms) to the same extent
18 as if it were a business corporation.
19    (d)     Cross references.--See sections 8102 (relating to
20 interchangeability of partnership, limited liability company and
21 corporate forms of organization) and 8815(c)(8) (relating to
22 contents of operating agreement).]
23    Section 9.      Title 15 is amended by adding a section to read:
24 § 8819.1.      Revocation and regrant of powers.
25    (a)     General powers revoked.--Powers previously granted to a
26 limited liability company under this title prior to the
27 effective date of this subsection are revoked in their entirety.
28    (b)     Grant of general powers.--A limited liability company
29 has the power to do all things necessary or convenient to carry
30 on its activities and affairs, excluding any power to directly
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1 or indirectly engage in election activity or ballot question
2 activity.
3    (c)     Voided permissions.--Any language in any public organic
4 record purporting to directly or indirectly confer election
5 activity authority or ballot question activity authority to a
6 limited liability company in this Commonwealth is void. A
7 charter privilege may not be construed to authorize election
8 activity or ballot question activity for a limited liability
9 company.
10    (d)     Violations.--For a limited liability company that
11 violates the provisions of this section, the following shall
12 apply:
13(1)   A limited liability company that exercises election
14    activity authority or ballot question activity authority
15    shall initially forfeit all charter privileges as a matter of
16    law. Any election activity or ballot question activity
17    conducted by a limited liability company is ultra vires and
18    void.
19(2)   The department shall enact regulations to provide
20    for the reinstatement of charter privileges revoked under the
21    provisions of this section on full disgorgement,
22    certification of future compliance and any additional
23    conditions the department considers appropriate for any
24    limited liability company that violates the provisions of
25    this subsection.
26(3)   A limited liability company that conducts election
27    activity or ballot question activity shall be subject to
28    civil action by the Attorney General for injunctive relief,
29    disgorgement and confirmation or enforcement of the
30    forfeiture.
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1    (e)   Applicability.--Nothing in this section shall be
2 construed to invalidate, impair or modify any existing contract,
3 debt instrument, security or other legal obligation validly
4 entered into by a limited liability company prior to the
5 effective date of this subsection, except that nothing in this
6 subsection shall authorize election activity or ballot question
7 activity after the effective date of this subsection.
8    (f)   Capacity to sue and be sued.--A limited liability
9 company has the capacity to sue and be sued in its own name.
10    (g)   Certain specifically authorized debt terms.--A limited
11 liability company shall be subject to section 1510 (relating to
12 certain specifically authorized debt terms) to the same extent
13 as if it were a business corporation.
14    (h)   Cross references.--See sections 8102 (relating to
15 interchangeability of partnership, limited liability company and
16 corporate forms of organization) and 8815(c)(8) (relating to
17 contents of operating agreement).
18    Section 10.   This act shall take effect in 60 days.
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