Pennsylvania’s rules governing nonprofit approval of real property transactions are a bit complicated.

Special Board voting requirements pertaining to real property transactions are set forth in Title 15 (Corporations and Unincorporated Associations) of the Pennsylvania Consolidated Statutes. Quoting from § 5546 (Purchase, sale, mortgage and lease of real property):

“No purchase of real property shall be made by a nonprofit corporation and no corporation shall sell, mortgage, lease away or otherwise dispose of its real property, unless authorized by the vote of two-thirds of the members in office of the board of directors or other body, except that if there are 21 or more directors or members of such other body, the vote of a majority of the members in office shall be sufficient.”

Note that it is a 2/3 or majority vote of members in office, not simply of those Board members present at the Board meeting.

[There was legislation proposed in the 2001-2002 session of the General Assembly that would have eliminated these special voting requirements, but it died in committee. PALTA took no position.]