§ 114 — Application of chapter to nonstock corporations

(a) Except as otherwise provided in subsections (b) and (c) of this section, the provisions of this chapter and of chapter 5 of this title shall apply to nonstock corporations in the manner specified in the following paragraphs (a)(1)-(4) of this section:

(1) All references to stockholders of the corporation shall be deemed to refer to members of the corporation;

(2) All references to the board of directors of the corporation shall be deemed to refer to the governing body of the corporation;

(3) All references to directors or to members of the board of directors of the corporation shall be deemed to refer to members of the governing body of the corporation; and

(4) All references to stock, capital stock, or shares thereof of a corporation authorized to issue capital stock shall be deemed to refer to memberships of a nonprofit nonstock corporation and to membership interests of any other nonstock corporation.

(b) Subsection (a) of this section shall not apply to:

(1) Sections 102(a)(4), (b)(1) and (2), 109(a), 114, 141, 154, 215, 228, 230(b), 241, 242, 253, 254, 255, 256, 257, 258, 271, 276, 311, 312, 313, 390, and 503 of this title, which apply to nonstock corporations by their terms;

(2) Sections 102(f), 109(b) (last sentence), 151, 152, 153, 155, 156, 157(e), 158, 161, 162, 163, 164, 165, 166, 167, 168, 203, 211, 212, 213, 214, 216, 219, 222, 231, 243, 244, 251, 252, 267, 274, 275, 324, 364, 366(a), 391 and 502(a)(5) of this title; and

(3) Subchapter XIV and subchapter XVI of this chapter.

(c) In the case of a nonprofit nonstock corporation, subsection (a) of this section shall not apply to:

(1) The sections and subchapters listed in subsection (b) of this section;

(2) Sections 102(b)(3), 111(a)(2) and (3), 144(a)(2), 217, 218(a) and (b), and 262 of this title; and

(3) Subchapter V, subchapter VI (other than §§ 204 and 205 of this title) and subchapter XV of this chapter.

(d) For purposes of this chapter:

(1) A “charitable nonstock corporation” is any nonprofit nonstock corporation that is exempt from taxation under § 501(c)(3) of the United States Internal Revenue Code [26 U.S.C. § 501(c)(3)], or any successor provisions.

(2) A “membership interest” is, unless otherwise provided in a nonstock corporation’s certificate of incorporation, a member’s share of the profits and losses of a nonstock corporation, or a member’s right to receive distributions of the nonstock corporation’s assets, or both;

(3) A “nonprofit nonstock corporation” is a nonstock corporation that does not have membership interests; and

(4) A “nonstock corporation” is any corporation organized under this chapter that is not authorized to issue capital stock.

Legislative History

77 Del. Laws, c. 253, § 9 ; 77 Del. Laws, c. 290, § 3 ; 79 Del. Laws, c. 72, §§ 1, 2 ; 79 Del. Laws, c. 122, §§ 3-5 ; 80 Del. Laws, c. 40, § 4 ; 81 Del. Laws, c. 354, §§ 2, 3 ; 83 Del. Laws, c. 377, § 5