Pennsylvania § 5504 - Method of incorporation.

§ 5504. Method of incorporation.

(a) Procedure.--

(1) If a legislative body desires to organize an authority under this chapter, it shall adopt a resolution or ordinance signifying intention to do so.

(2) If the resolution or ordinance sets forth the proposed articles of incorporation in full, it shall not be required, any law to the contrary notwithstanding, in publishing the resolution or ordinance under the provisions of existing law, to publish the proposed articles of incorporation in full, but it shall be sufficient compliance with such law in the publication to set forth briefly the substance of the proposed articles of incorporation and to refer to the provisions of this chapter.

(3) Upon adoption under paragraph (1), the legislative body shall cause a notice of the resolution or ordinance to be published at least once in the legal newspaper of the county in which the authority is to be organized and at least once in a newspaper of general circulation in that county. The notice must:

(i) contain a brief statement of the substance of the resolution or ordinance, including the substance of the articles of incorporation, making reference to this chapter; and

(ii) state that, on a day certain not less than three days after publication of the notice, articles of incorporation of the proposed authority will be filed with the Secretary of the Commonwealth.

(b) Filing.--

(1) By the day specified in the notice under subsection (a)(3)(ii), the legislative body shall file with the secretary articles of incorporation and notice of publication of the notice under subsection (a)(3).

(2) The articles of incorporation must set forth all of the following:

(i) The name of the authority.

(ii) A statement that the authority is formed under this chapter.

(iii) The name of the municipality and the names and addresses of the members of the legislative body.

(iv) The names, addresses and terms of office of the first members of the board.

(3) The matters in the articles of incorporation under paragraph (2) shall be determined in accordance with this chapter.

(4) The articles of incorporation must be executed by the parent municipality by its proper officer and under its municipal seal.

(c) Certificate.--If the secretary finds that the articles of incorporation conform to law, the secretary shall, not prior to the day specified in subsection (a)(3)(ii), endorse approval on the articles. When proper fees and charges have been paid, the secretary shall file the articles and issue a certificate of incorporation to which shall be attached a copy of the approved articles. After issuance of the certificate of incorporation by the secretary, the corporate existence of the authority shall begin when the certificate has been recorded in the office for the recording of deeds in the county where the principal office of the authority is to be located. The certificate of incorporation shall be conclusive evidence of the fact that the authority has been incorporated. Proceedings may be instituted by the Commonwealth to dissolve an authority formed without substantial compliance with the provisions of this section.

(d) Certification.--When an authority has been organized and its officers have been elected, the secretary of the authority shall certify to the secretary the names and addresses of its officers and the principal office of the authority. Any change in the location of the principal office shall be certified to the secretary within ten days after the change.

Cross References. Section 5504 is referred to in section 5505 of this title.