2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 17 - Officers, Directors and Shareholders
1758 - Voting rights of shareholders.

     § 1758.  Voting rights of shareholders.
        (a)  General rule.--Unless otherwise provided in the
     articles, every shareholder of a business corporation shall be
     entitled to one vote for every share standing in his name on the
     books of the corporation. The articles may restrict the number
     of votes that a single holder or beneficial owner, or such a
     group of holders or owners as the bylaws may define, of shares
     of any class or series may directly or indirectly cast in the
     aggregate for the election of directors or on any other matter
     coming before the shareholders on the basis of any facts or
     circumstances that are not manifestly unreasonable, including
     without limitation:
            (1)  the number of shares of any class or series held by
        such single holder or beneficial owner or group of holders or
        owners; or
            (2)  the length of time shares of any class or series
        have been held by such single holder or beneficial owner or
        group of holders or owners.
        (b)  Procedures for election of directors.--Unless otherwise
     restricted in the bylaws, in elections for directors, voting
     need not be by ballot unless required by vote of the
     shareholders before the voting for election of directors begins.
     The candidates for election as directors receiving the highest
     number of votes from each class or group of classes, if any,
     entitled to elect directors separately up to the number of
     directors to be elected by the class or group of classes shall
     be elected. If at any meeting of shareholders, directors of more
     than one class are to be elected, each class of directors shall
     be elected in a separate election.
        (c)  Cumulative voting.--
            (1)  Except as otherwise provided in paragraph (2) or in
        the articles, in each election of directors every shareholder
        entitled to vote shall have the right to multiply the number
        of votes to which he may be entitled by the total number of
        directors to be elected in the same election by the holders
        of the class or classes of shares of which his shares are a
        part and he may cast the whole number of his votes for one
        candidate or he may distribute them among any two or more
        candidates.
            (2)  The shareholders of a corporation not incorporated
        under the Business Corporation Law of 1933 or this subpart,
        the shareholders of which were not entitled to cumulate their
        votes for the election of directors at the date the
        corporation became subject to the provisions of the Business
        Corporation Law of 1933 or became or becomes subject to the
        provisions of this subpart, shall be entitled so to cumulate
        their votes only if and to the extent its articles so
        provide.
        (d)  Redeemable shares.--Unless otherwise provided in the
     articles, redeemable shares that have been called for redemption
     shall not be entitled to vote on any matter and shall not be
     deemed outstanding shares after written notice has been mailed
     to holders thereof that the shares have been called for
     redemption and that a sum sufficient to redeem the shares has
     been deposited with a specified financial institution with
     irrevocable instruction and authority to pay the redemption
     price to the holders of the shares on the redemption date, in
     the case of uncertificated shares, or upon surrender of
     certificates therefor in the case of certificated shares, and
     the sum has been so deposited.
        (e)  Advance notice of nominations and other business.--If
     the bylaws provide a fair and reasonable procedure for the
     nomination of candidates for election as directors, only
     candidates who have been duly nominated in accordance therewith
     shall be eligible for election. If the bylaws impose a fair and
     reasonable requirement of advance notice of proposals to be made
     by a shareholder at the annual meeting of the shareholders, only
     proposals for which advance notice has been properly given may
     be acted upon at the meeting.
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001,
     P.L.418, No.34, eff. 60 days)

        2001 Amendment.  Act 34 amended subsec. (b) and added subsec.
     (e).
        1990 Amendment.  Act 198 amended subsecs. (a) and (b).
        Cross References.  Section 1758 is referred to in sections
     1106, 1725 of this title.