Articles of Incorporation
- Table of Contents
- Board of Trustees
- Presidential Area
- Academic Affairs
- Business Affairs
- Student Life
- University Advancement
- Administrative Services
Articles of Incorporation
Article 1. Name.
The name of the Corporation is Marywood University.
Article 2. Registered Office.
The registered office of Marywood University is 2300 Adams Avenue, Scranton, Lackawanna County, PA 18509.
Article 3. Purpose.
The said Corporation is formed for the purpose of establishing, conducting and maintaining a Catholic university for the higher education of youth and adults, with
Article 4. Nonprofit Status
Notwithstanding any of the above statements of purposes and powers, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986 (Public Law 99-154, 26 U.S.C. Section 501(c)(3) and its regulations as they now exist or as they may be amended or by an organization to which contributions are deductible under Section 170(c)(2) of the same Code and its regulations as they now exist or as they may be amended. Neither the net earnings of the Corporation nor donations which the University receives shall inure to the benefit of any individual, as the private inurement standards
In the event of dissolution of the Corporation, all of its assets and property of every nature and description whatsoever remaining after the payment of liabilities and obligations of the Corporation, shall be disposed of to such organization or organizations as shall qualify at that time as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (Public Law 99-514, 26i U.S.C. Section 501(c)(3) and its regulations as they now exist or as they may be amended.
The Corporation is in compliance with the five criteria set forth in Act 55, the institutions of Purely Public Charities Act and is thus tax-exempt. By meeting these criteria, the Corporation is considered to be founded, endowed and maintained by public or private charity.
Article 5. Nonprofit Corporation
The Corporation is incorporated under the provisions of the Nonprofit Corporation Law of 1988.
Article 6. Non-stock Basis
The Corporation is organized on a non-stock basis.
Article 7. Members of the Corporation
The Members of the Marywood University Corporation shall be the President of the Congregation of the Sisters, Servants of the Immaculate Heart of Mary, Scranton, Pennsylvania, and her Council and their successors in office. The Members of the Corporation shall have the right, by majority vote, to elect trustees. They shall have the right of approval, by majority vote, of actions of the Board of Trustees relating to changes in institutional purpose and philosophy; appointment of the President of the University; acquisition, disposition, encumbrance, or lease of real property of the institution; construction of new buildings, dissolution, merger, or consolidation of the institution with another corporation; amendments of these Articles of Incorporation or of the Bylaws; and disposition of property upon dissolution.
Article 8. Board of Trustees
The powers of the Board of Trustees shall be as set forth in the current Bylaws of the Corporation. The Board of Trustees shall consist of not fewer than 10 nor more than 35 elected members and two ex officio members, plus Trustees Emeriti and Honorary Trustees, as described below:
(a) Elected Trustees
A trustee may be elected for a term of three years at the annual meeting of the Members of the Corporation or at any special meeting of the Members duly called for that purpose. An elected trustee may not be elected for more than four (4) consecutive three (3) year terms.
(b) Ex Officio Trustees
The persons who hold the following offices shall be ex officio trustees:
- the President of the University
- the President of the Congregation of Sisters, Servants of the Immaculate Heart of Mary, Scranton, Pennsylvania
(c) Trustees Emeriti
Those individuals who have served Marywood University with distinction may be elected trustees emeriti by a two-thirds vote of the members of the Board of Trustees at a duly constituted meeting.
(d) Honorary Trustees
Individuals who have or who may serve Marywood University, the community or the nation with distinction may be elected honorary trustees by a two-thirds vote of the Board of Trustees at a duly constituted meeting.
Article 9. Endowment Requirements
The Corporation shall maintain a minimum protective endowment of at least $500,000, beyond all indebtedness and assets invested in buildings and apparatus for the exclusive purpose of promoting instruction.
Article 10. Faculty Requirements
The Corporation shall maintain a faculty of at least eight regular professors who devote all their time to the instruction of the Corporation’s higher education classes.
Article 11. Undergraduate Admission Requirements
The minimum basis for admission to undergraduate programs shall be high school graduation or its equivalent, shall be subject to the standards promulgated by the Pennsylvania Board of Education, who meet other admission standards that may be set up from time, and who give promise of being able to profit by a college education.
Article 12. Courses of Study
The courses of study to be pursued are as stated in the most recent catalogs.
Article 13. Dissolution
Upon the dissolution of the Corporation, the Board of Trustees shall, after paying or making provision for the payment of all liabilities of the Corporation, transfer all of the assets of the Corporation to the Sisters, Servants of the Immaculate Heart of Mary, Scranton, Pennsylvania, or its successor in interest, provided that such organization then qualifies as an exempt organization under 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue Law, or if it does not so qualify, to such other organization or organizations established and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue law, as the Members of the Corporation shall determine in accordance with and subject to the Code of Canon Law of the Roman Catholic Church.
Article 14. Amendment
Amendment of these Articles requires the approval of the Members of the Marywood University Corporation.
06/04/1917 Date of incorporation of Marywood College in the Commonwealth of Pennsylvania. Purpose: To establish, conduct, and maintain a college for the higher education of young women, with
06/26/1922 First amendment: To confer degrees of Master of Arts and Bachelor of Science in Education
10/19/1928 Second amendment: To confer degrees of Bachelor of Science and Master of Science
04/29/1964 Third Amendment: To change
09/04/1968 Fourth Amendment: To fix
09/04/1997 Fifth Amendment: To change
04/05/2007 Effective date of filing Restated Articles of Incorporation
02/22/18 Approved by Department of Education, Commonwealth of Pennsylvania. The Amendment changed Article 8 (a) Elected Trustees so that “An elected trustee may not be elected for more than four (4) consecutive three (3) year terms.”