Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Pennsylvania
At a glance
| Governing law and documents | Chapter 57 governs nonprofit board meetings; bylaws may vary regular/special notice and board quorum/vote defaults (§§ 5703, 5727). |
|---|---|
| Meeting type, caller, and place | Board may appoint a place inside or outside Pennsylvania, or notice may designate it; caller is left to governing arrangements in § 5703 (§ 5703(a)). |
| Regular meeting notice | Notice, if any, as bylaws prescribe (§ 5703(b)). |
| Special meeting notice | Written notice to each director at least five days before meeting unless bylaws vary; day, hour, and location if any; purpose need not be stated (§§ 5702(a), 5703(b)). |
| Notice waiver and objection | Signed waiver in record form filed with secretary before or after; attendance waives unless director objects at beginning to unlawful call/convening (§ 5705). |
| Remote attendance | Unless bylaws provide otherwise, conference telephone or other technology allowing all to hear each other; counts as presence in person (§ 5708(a)). |
| Quorum and minimum | Majority of directors in office unless bylaws provide otherwise (§ 5727(a)). |
| Director proxy | Board act counts directors present and voting (§ 5727(a)); separate proxy rule addresses members' votes (§ 5759(a)). |
| Vote and assent | At meeting with quorum, majority of directors present and voting acts, unless bylaws provide otherwise (§ 5727(a)). |
Requirements one by one
Board notice and place
§ 5703(a) permits a board meeting at a place the board appoints or the notice designates, inside or outside Pennsylvania. Section 5703(b) leaves regular-meeting notice to the bylaws. Unless the bylaws provide otherwise, each director must get written notice of a special meeting at least five days before it. Under § 5702(a), a notice of meeting states its day, hour, and geographic location if any; permitted delivery includes personal delivery, mail, courier, facsimile, email, or another electronic communication supplied for notice. Section 5703(b) does not require the business or purpose in the notice.
Presence, quorum, and action
§ 5708(a) permits directors to participate by conference telephone or other electronic technology if all participants can hear each other; that counts as presence in person unless bylaws provide otherwise. Under § 5727(a), the default quorum is a majority of directors in office, and the act of a majority present and voting is the board's act at a meeting with quorum. The bylaws may change those defaults.
What trips people up
A signed notice waiver in record form may be filed with the secretary before or after the meeting under § 5705(a). Attendance also waives notice unless the director objects at the beginning because the meeting was not lawfully called or convened under § 5705(b). The board-vote denominator in § 5727(a) is directors present and voting; § 5759(a) instead governs proxy voting by members.
Common questions
Does a special board notice have to state the agenda? Section 5703(b) says neither business nor purpose need be specified in a regular or special board notice.
Can the bylaws alter the five-day special-notice rule? Yes. Section 5703(b) begins its five-day written-notice rule with “Unless otherwise provided in the bylaws.”
Statutes and sources
- 15 Pa.C.S. §§ 5702-5705, 5708, 5727, 5759, current official text accessed September 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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