2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 17 - Officers, Directors and Shareholders
1725 - Selection of directors.

     § 1725.  Selection of directors.
        (a)  General rule.--Except as otherwise provided in this
     section, directors of a business corporation, other than those
     constituting the first board of directors, shall be elected by
     the shareholders. A bylaw adopted by the shareholders may
     classify the directors with respect to the shareholders who
     exercise the power to elect directors.
        (b)  Vacancies.--
            (1)  Except as otherwise provided in the bylaws:
                (i)  Vacancies in the board of directors, including
            vacancies resulting from an increase in the number of
            directors, may be filled by a majority vote of the
            remaining members of the board though less than a quorum,
            or by a sole remaining director, and each person so
            selected shall be a director to serve for the balance of
            the unexpired term unless otherwise restricted in the
            bylaws.
                (ii)  When one or more directors resign from the
            board effective at a future date, the directors then in
            office, including those who have so resigned, shall have
            power by the applicable vote to fill the vacancies, the
            vote thereon to take effect when the resignations become
            effective.
            (2)  In the case of a corporation having a board
        classified as permitted by section 1724(b) (relating to
        classified board of directors), any director chosen to fill a
        vacancy, including a vacancy resulting from an increase in
        the number of directors, shall hold office until the next
        selection of the class for which such director has been
        chosen, and until his successor has been selected and
        qualified or until his earlier death, resignation or removal.
        (c)  Alternate directors.--If the bylaws so provide, a
     shareholder or group of shareholders entitled to elect, appoint,
     designate or otherwise select one or more directors may select
     an alternate for each director. In the absence of a director
     from a meeting of the board, his alternate may, in the manner
     and upon such notice, if any, as may be provided in the bylaws,
     attend the meeting or execute a written consent and exercise at
     the meeting or in such consent such of the powers of the absent
     director as may be specified by, or in the manner provided in,
     the bylaws. When so exercising the powers of the absent
     director, the alternate shall be subject in all respects to the
     provisions of this subpart relating to directors.
        (d)  Cross references.--See the definition of "shareholder"
     in section 1103 (relating to definitions) and section 1758(c)
     (relating to cumulative voting).
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.)

        1990 Amendment.  Act 198 amended subsecs. (a), (b) and (d).
        Cross References.  Section 1725 is referred to in sections
     1103, 1504 of this title.