§ 114. Application of chapter to nonstock corporations.

Except as specified in subsections (b) and (c), the provisions of this chapter and chapter 5 of this title [i.e., the provisions regarding the corporation franchise tax] apply to nonstock corporations in the following manner:
1. All references to stockholders refer to members of the corporation;
2. All references to the board refer to the governing body of the corporation;
3. All references to directors or to members of the board refer to members of the governing body of the corporation; and
4. All references to stock, capital stock, or shares thereof refer to memberships of a nonprofit nonstock corporation and to membership interests of any other non-stock corporation.
Subsection (a) shall not apply to:
1. “Sections 102(a)(4), (b)(1) and (2), 109(a), 114, 141, 154, 215, 228, 230(b), 241, 242, 253-258, 271, 276, 311-313, 390, and 503 of this title, which apply to nonstock corporations by their terms:”
2. “Sections 102(f), 109(b) (last sentence), 151-153, 155, 156, 157(d), 158, 161-168, 203, 211-214, 216, 219, 222, 231, 243, 244, 251, 252, 267, 274, 275, 324, 391, and 502(a)(5) of this title; and”
3. “Subchapter XIV [close corporations] and subchapter XV [public benefit corporations] of this chapter.”
In the case of a nonprofit nonstock corporation, subsection (a) shall not apply to:
1. The sections and subchapters listed in subsection (b);
2. Sections 102(b)(3), 111(a)(2) and (3), 144(a)(2), 217, 218(a) and (b), and 262; and
3. Subchapter V [stocks and dividends] and subchapter VI of this chapter [stock transfers] (other than sections 204 and 205).
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, or any successor provisions.”
2. A “membership interest” is, unless otherwise provided the charter, 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.”