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.

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
 1   Amending Title 15 (Corporations and Unincorporated Associations)
 2      of the Pennsylvania Consolidated Statutes, in workers'
 3      cooperative corporations, further providing for corporations,
 4      for articles of incorporation and for directors and officers.
 5      The General Assembly of the Commonwealth of Pennsylvania
 6   hereby enacts as follows:
 7      Section 1.     Sections 7703(a), 7704(d)(7) and 7716(a)(1) of
 8   Title 15 of the Pennsylvania Consolidated Statutes are amended
 9   to read:
10   § 7703.    Corporations.
11      (a)     Members and purpose.--Corporations, productive and
12   distributive, may be incorporated under this chapter, upon
13   compliance with its requirements, by [five] three or more
14   farmers, mechanics, laborers or other persons who have
15   incorporated themselves together by written articles under
16   section 7704 (relating to articles of incorporation) for the
17   purpose of carrying on agricultural, horticultural, mining,
18   quarrying, building, mechanical, manufacturing or commercial
 1   business; for the purpose of manufacturing, cultivating,
 2   raising, trading or dealing in goods, wares, merchandise,
 3   chattels, grains, vegetables, roots, fruits and other produce or
 4   animals; or for the purpose of buying, selling, holding, leasing
 5   or improving lands, tenements or buildings.
 6      * * *
 7   § 7704.    Articles of incorporation.
 8      * * *
 9      (d)    Content of articles.--The articles of incorporation
10   shall be signed by the persons originally associating themselves
11   together and shall state:
12             * * *
13             (7)   The number of directors, which may not be less than
14      [five] three, constituting the initial board of directors and
15      the names and addresses of the persons who are to serve as
16      directors until the first annual meeting of the members or
17      until their successors are elected and take office.
18             * * *
19   § 7716.    Directors and officers.
20      (a)    Directors.--
21             (1)   The business of the corporation shall be managed by
22      a board of not less than [five] three directors, who shall be
23      natural persons. At least a majority of the board must be
24      members. The first directors shall serve until the first
25      annual meeting of the corporation, at which time their
26      successors shall be elected by the members of the
27      corporation. Thereafter, a director shall hold office for a
28      term of not less than one year nor more than three years and
29      until a successor is elected and qualified. In an election
30      for directors, a member has the right to cast the number of

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1     votes equal to the number of directors to be elected; and the
2     member may cast the whole number of votes for one director or
3     may distribute them among several candidates. An election for
4     a director shall be by secret ballot. A director may be
5     elected to successive terms.
6         * * *
7     Section 2.    This act shall take effect in 60 days.




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