5542 - Subventions.

     § 5542.  Subventions.        (a)  General rule.--The bylaws may provide that the     corporation shall be authorized by resolution of the board of     directors or other body to accept subventions from members or     nonmembers on terms and conditions not inconsistent with this     article, and to issue certificates therefor. The resolution of     the board or other body may provide that holders of subvention     certificates shall be entitled to a fixed or contingent periodic     payment out of the corporate assets equal to a percentage of the     original amount or value of the subvention. The rights of     holders of subvention certificates shall at all times be     subordinate to the rights of creditors of the corporation.        (b)  Consideration receivable.--A subvention shall consist of     money or other property, tangible or intangible, actually     received by the corporation or expended for its benefit or in     its formation or reorganization, or a combination thereof. In     the absence of fraud in the transaction, the judgment of the     board of directors or other body as to the value of the     consideration received by the corporation shall be conclusive.        (c)  Form of certificate.--Each subvention certificate shall     be signed by two duly authorized officers of the corporation,     and may be sealed with the seal of the corporation or a     facsimile thereof. The signatures of the officers upon a     certificate may be facsimiles if the certificate is     countersigned by a transfer agent or registered by a registrar     other than the corporation itself or its employees. In case any     officer who has signed or whose facsimile signature has been     placed upon a certificate shall have ceased to be such officer     before such certificate is issued, it may be issued by the     corporation with the same effect as if he were such officer at     the date of issue. The fact that the corporation is a nonprofit     corporation shall be noted conspicuously on the face or back of     each certificate.        (d)  Transferability of subvention.--Subvention certificates     shall be nontransferable unless the resolution of the board of     directors or other body shall provide that they shall be     transferable either at will or subject to specified     restrictions.        (e)  Redemption at option of corporation.--The resolution of     the board of directors or other body may provide that a     subvention shall be redeemable, in whole or in part, at the     option of the corporation at such price or prices (not to exceed     the original amount or value of the subvention plus any periodic     payments due or accrued thereon), within such period or periods,     and on such terms and conditions, not inconsistent with this     article, as are stated in the resolution.        (f)  Redemption at option of holders.--The resolution of the     board of directors or other body may provide that holders of all     or some subvention certificates shall have the right to require     the corporation after a specified period of time to redeem such     certificates, in whole or in part, at a price or prices that do     not exceed the original amount or value of the subvention plus     any periodic payments due or accrued thereon, upon an     affirmative showing that the financial condition of the     corporation will permit the required payment to be made without     impairment of its operations or injury to its creditors. The     right to require redemption may in addition be conditioned upon     the occurrence of a specified event. For the purpose of     enforcing their rights under this subsection, holders of     subvention certificates shall be entitled to inspect the books     and records of the corporation.        (g)  Rights of holders on dissolution.--Holders of subvention     certificates, upon dissolution of the corporation, shall be     entitled, after the claims of creditors have been satisfied, to     repayment of the original amount or value of the subvention plus     any periodic payments due or accrued thereon, unless a lesser     sum is specified in the resolution of the board of directors or     other body concerning such subvention.