19 Pa. Code § 29.2 - Action by partial written consent of shareholders

Section 2524 of the BCL (relating to consent of shareholders in lieu of meeting) authorizes the articles of incorporation of a registered corporation to provide that action by the shareholders may be taken without a meeting by less than unanimous written consent. The following language is sometimes inserted in the articles of incorporation:

Any action which may be taken at a meeting of shareholders or of a class of shareholders may be taken without a meeting if a consent or consents in writing to such action, setting forth the action so taken, shall be signed by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting.

Notes

19 Pa. Code § 29.2

The provisions of this § 29.2 adopted June 22, 1973, effective 6/23/1973, 3 Pa.B. 1164; amended April 17, 1992, effective 4/18/1992, 22 Pa.B. 1993.