2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 17 - Officers, Directors and Shareholders
1756 - Quorum.

     § 1756.  Quorum.
        (a)  General rule.--A meeting of shareholders of a business
     corporation duly called shall not be organized for the
     transaction of business unless a quorum is present. Unless
     otherwise provided in a bylaw adopted by the shareholders:
            (1)  The presence of shareholders entitled to cast at
        least a majority of the votes that all shareholders are
        entitled to cast on a particular matter to be acted upon at
        the meeting shall constitute a quorum for the purposes of
        consideration and action on the matter.
            (2)  The shareholders present at a duly organized meeting
        can continue to do business until adjournment notwithstanding
        the withdrawal of enough shareholders to leave less than a
        quorum.
            (3)  If a meeting cannot be organized because a quorum
        has not attended, those present may, except as otherwise
        provided in this subpart, adjourn the meeting to such time
        and place as they may determine.
            (4)  If a proxy casts a vote on behalf of a shareholder
        on any issue other than a procedural motion considered at a
        meeting of shareholders, the shareholder shall be deemed to
        be present during the entire meeting for purposes of
        determining whether a quorum is present for consideration of
        any other issue.
        (b)  Exceptions.--Unless otherwise provided in a bylaw
     adopted by the shareholders, those shareholders entitled to vote
     who attend a meeting of shareholders:
            (1)  At which directors are to be elected that has been
        previously adjourned for lack of a quorum, although less than
        a quorum as fixed in this section or in the bylaws, shall
        nevertheless constitute a quorum for the purpose of electing
        directors.
            (2)  That has been previously adjourned for one or more
        periods aggregating at least 15 days because of an absence of
        a quorum, although less than a quorum as fixed in this
        section or in the bylaws, shall nevertheless constitute a
        quorum for the purpose of acting upon any matter set forth in
        the notice of the meeting if the notice states that those
        shareholders who attend the adjourned meeting shall
        nevertheless constitute a quorum for the purpose of acting
        upon the matter.
        (c)  Cross references.--See sections 2523 (relating to quorum
     at shareholder meetings) and 3134 (relating to quorum at
     shareholder or member meetings).
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992,
     P.L.1333, No.169, eff. 60 days; June 22, 2001, P.L.418, No.34,
     eff. 60 days)

        2001 Amendment.  Act 34 added subsec. (a)(4).
        1992 Amendment.  Act 169 amended subsec. (b).
        1990 Amendment.  Act 198 amended subsec. (c).
        Cross References.  Section 1756 is referred to in sections
     1504, 2523, 3134 of this title.