Pennsylvania HB 135: An Act amending Title 15 (Corporations and Unincorporated Associations) of the Pennsylvania Consolidated Statutes, in workers' cooperative corporations, further providing for corporations, for articles of incorporation and for directors and officers.

Bill Text

PRINTER'S NO. 2233
THE GENERAL ASSEMBLY OF PENNSYLVANIA
HOUSE BILL
No. 135
Session of
2025
INTRODUCED BY KRAJEWSKI, FIEDLER, HILL-EVANS, MAYES, WAXMAN,
RABB, K.HARRIS, SANCHEZ, D. WILLIAMS AND SCOTT,
AUGUST 20, 2025
REFERRED TO COMMITTEE ON LABOR AND INDUSTRY, AUGUST 21, 2025
AN ACT
Amending Title 15 (Corporations and Unincorporated Associations)
of the Pennsylvania Consolidated Statutes, in workers'
cooperative corporations, further providing for corporations,
for articles of incorporation and for directors and officers.
The General Assembly of the Commonwealth of Pennsylvania
hereby enacts as follows:
Section 1. Sections 7703(a), 7704(d)(7) and 7716(a)(1) of
Title 15 of the Pennsylvania Consolidated Statutes are amended
to read:
§ 7703. Corporations.
(a) Members and purpose.--Corporations, productive and
distributive, may be incorporated under this chapter, upon
compliance with its requirements, by [five] three or more
farmers, mechanics, laborers or other persons who have
incorporated themselves together by written articles under
section 7704 (relating to articles of incorporation) for the
purpose of carrying on agricultural, horticultural, mining,
quarrying, building, mechanical, manufacturing or commercial
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business; for the purpose of manufacturing, cultivating,
raising, trading or dealing in goods, wares, merchandise,
chattels, grains, vegetables, roots, fruits and other produce or
animals; or for the purpose of buying, selling, holding, leasing
or improving lands, tenements or buildings.
* * *
§ 7704. Articles of incorporation.
* * *
(d) Content of articles.--The articles of incorporation
shall be signed by the persons originally associating themselves
together and shall state:
* * *
(7) The number of directors, which may not be less than
[five] three, constituting the initial board of directors and
the names and addresses of the persons who are to serve as
directors until the first annual meeting of the members or
until their successors are elected and take office.
* * *
§ 7716. Directors and officers.
(a) Directors.--
(1) The business of the corporation shall be managed by
a board of not less than [five] three directors, who shall be
natural persons. At least a majority of the board must be
members. The first directors shall serve until the first
annual meeting of the corporation, at which time their
successors shall be elected by the members of the
corporation. Thereafter, a director shall hold office for a
term of not less than one year nor more than three years and
until a successor is elected and qualified. In an election
for directors, a member has the right to cast the number of
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votes equal to the number of directors to be elected; and the
member may cast the whole number of votes for one director or
may distribute them among several candidates. An election for
a director shall be by secret ballot. A director may be
elected to successive terms.
* * *
Section 2. This act shall take effect in 60 days.
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