2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 17 - Officers, Directors and Shareholders
1763 - Determination of shareholders of record.

     § 1763.  Determination of shareholders of record.
        (a)  Fixing record date.--Unless otherwise restricted in the
     bylaws, the board of directors of a business corporation may fix
     a time prior to the date of any meeting of shareholders as a
     record date for the determination of the shareholders entitled
     to notice of, or to vote at, the meeting, which time, except in
     the case of an adjourned meeting, shall be not more than 90 days
     prior to the date of the meeting of shareholders. Only
     shareholders of record on the date fixed shall be so entitled
     notwithstanding any transfer of shares on the books of the
     corporation after any record date fixed as provided in this
     subsection. Unless otherwise provided in the bylaws, the board
     of directors may similarly fix a record date for the
     determination of shareholders of record for any other purpose.
     When a determination of shareholders of record has been made as
     provided in this section for purposes of a meeting, the
     determination shall apply to any adjournment thereof unless
     otherwise restricted in the bylaws or unless the board fixes a
     new record date for the adjourned meeting.
        (b)  Determination when a record date is not fixed.--Unless
     otherwise provided in the bylaws, if a record date is not fixed:
            (1)  The record date for determining shareholders
        entitled to notice of or to vote at a meeting of shareholders
        shall be at the close of business on the day next preceding
        the day on which notice is given or, if notice is waived, at
        the close of business on the day immediately preceding the
        day on which the meeting is held.
            (2)  The record date for determining shareholders
        entitled to:
                (i)  express consent or dissent to corporate action
            in writing without a meeting, when prior action by the
            board of directors is not necessary;
                (ii)  call a special meeting of the shareholders; or
                (iii)  propose an amendment of the articles;
        shall be at the close of business on the day on which the
        first written consent or dissent, request for a special
        meeting or petition proposing an amendment of the articles is
        filed with the secretary of the corporation.
            (3)  The record date for determining shareholders for any
        other purpose shall be at the close of business on the day on
        which the board of directors adopts the resolution relating
        thereto.
        (c)  Certification by nominee.--If the bylaws so provide, the
     board of directors may adopt a procedure whereby a shareholder
     of the corporation may certify in writing to the corporation
     that all or a portion of the shares registered in the name of
     the shareholder are held for the account of a specified person
     or persons. The resolution of the board may set forth:
            (1)  The classification of shareholder who may certify.
            (2)  The purpose or purposes for which the certification
        may be made.
            (3)  The form of certification and information to be
        contained therein.
            (4)  If the certification is with respect to a record
        date, the time after the record date within which the
        certification must be received by the corporation.
            (5)  Such other provisions with respect to the procedure
        as are deemed necessary or desirable.
     Upon receipt by the corporation of a certification complying
     with the procedure, the persons specified in the certification
     shall be deemed, for the purposes set forth in the
     certification, to be the holders of record of the number of
     shares specified in place of the shareholder making the
     certification.
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.)

        1990 Amendment.  Act 198 amended subsec. (b)(2).
        Cross References.  Section 1763 is referred to in sections
     1508, 1571, 2565, 4102 of this title.