2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 27 - Management Corporations
2703 - Additional contents of articles of management corporations.

     § 2703.  Additional contents of articles of management
                corporations.
        In addition to the provisions otherwise required by this
     subpart, the articles of a management corporation shall provide
     that:
            (1)  If, and so long as, the corporation is not a
        registered corporation:
                (i)  All of the outstanding shares of the corporation
            of all classes shall be subject to one or more of the
            restrictions on transfer permitted by section 1529
            (relating to transfer of securities; restrictions).
                (ii)  Except as part of a transaction having as a
            purpose the establishment of the corporation as a
            registered corporation, neither the corporation nor any
            shareholder shall make an offering of any of its shares
            of any class that would constitute a "public offering"
            within the meaning of the Securities Act of 1933.
            (2)  If and so long as the corporation is not a
        management company registered under the Investment Company
        Act of 1940:
                (i)  if the compensation or cost of benefits of the
            directors and five most highly-compensated officers of
            the corporation is determined other than by a fixed
            annual amount in dollars per year, or if the corporation
            is managed by persons other than its directors and
            officers, the rate, formula or other basis for payment by
            the corporation of such compensation or benefits shall be
            valid only if approved by the shareholders from time to
            time by the affirmative vote; or
                (ii)  if subparagraph (i) is not applicable, the
            compensation or the cost of benefits of directors and of
            the five most highly-compensated officers of the
            corporation shall not be increased to a higher number of
            dollars per year without the prior affirmative vote
            obtained within one year of such increase;
        of the holders of the outstanding shares of each class or
        series whether or not otherwise entitled to vote by the
        articles. If the articles confer upon the holders of a class
        or series a specifically enforceable right to the declaration
        and payment of dividends which are not contingent upon or
        related to net income (other than as provided by section
        1551(b) (relating to limitation)), the articles may deny the
        holders of such class or series voting rights under this
        paragraph.
            (3)  The terms "compensation" and "benefits" shall mean
        amounts taxable, either currently or on a deferred basis, to
        a director or officer of the corporation under the Internal
        Revenue Code of 1986.

        Cross References.  Section 2703 is referred to in sections
     2702, 2704 of this title.