2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 17 - Officers, Directors and Shareholders
1759 - Voting and other action by proxy.

     § 1759.  Voting and other action by proxy.
        (a)  General rule.--
            (1)  Every shareholder entitled to vote at a meeting of
        shareholders or to express consent or dissent to corporate
        action in writing without a meeting may authorize another
        person to act for him by proxy.
            (2)  The presence of, or vote or other action at a
        meeting of shareholders, or the expression of consent or
        dissent to corporate action in writing, by a proxy of a
        shareholder shall constitute the presence of, or vote or
        action by, or written consent or dissent of the shareholder
        for the purposes of this subpart.
            (3)  Where two or more proxies of a shareholder are
        present, the corporation shall, unless otherwise expressly
        provided in the proxy, accept as the vote of all shares
        represented thereby the vote cast by a majority of them and,
        if a majority of the proxies cannot agree whether the shares
        represented shall be voted or upon the manner of voting the
        shares, the voting of the shares shall be divided equally
        among those persons.
        (b)  Execution and filing.--Every proxy shall be executed or
     authenticated by the shareholder or by his duly authorized
     attorney-in-fact and filed with or transmitted to the secretary
     of the corporation or its designated agent. A shareholder or his
     duly authorized attorney-in-fact may execute or authenticate a
     writing or transmit an electronic message authorizing another
     person to act for him by proxy. A telegram, telex, cablegram,
     datagram, e-mail, Internet communication or other means of
     electronic transmission from a shareholder or attorney-in-fact,
     or a photographic, facsimile or similar reproduction of a
     writing executed by a shareholder or attorney-in-fact:
            (1)  may be treated as properly executed or authenticated
        for purposes of this subsection; and
            (2)  shall be so treated if it sets forth or utilizes a
        confidential and unique identification number or other mark
        furnished by the corporation to the shareholder for the
        purposes of a particular meeting or transaction.
        (c)  Revocation.--A proxy, unless coupled with an interest,
     shall be revocable at will, notwithstanding any other agreement
     or any provision in the proxy to the contrary, but the
     revocation of a proxy shall not be effective until notice
     thereof has been given to the secretary of the corporation or
     its designated agent in writing or by electronic transmission.
     An unrevoked proxy shall not be valid after three years from the
     date of its execution, authentication or transmission unless a
     longer time is expressly provided therein. A proxy shall not be
     revoked by the death or incapacity of the maker unless, before
     the vote is counted or the authority is exercised, written
     notice of the death or incapacity is given to the secretary of
     the corporation or its designated agent.
        (d)  Proxy coupled with an interest.--As used in this
     section, the term "proxy coupled with an interest" includes:
            (1)  a vote pooling or similar arrangement among
        shareholders;
            (2)  an agreement permitted by section 1768(b) (relating
        to other agreements); and
            (3)  an unrevoked proxy in favor of an existing or
        potential creditor of a shareholder.
     A proxy may be made irrevocable regardless of whether the
     interest with which it is coupled is an interest in the share
     itself or an interest in the corporation generally.
        (e)  Cross reference.--See section 3135 (relating to proxies
     of members of mutual insurance companies).
     (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 subsecs. (b) and (c).
        1990 Amendment.  Act 198 amended subsec. (b), relettered part
     of subsec. (b) to subsec. (c), relettered subsec. (c) to subsec.
     (d) and added subsec. (e).