2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 77 - Workers' Cooperative Corporations
7720 - Amendments of articles.

     § 7720.  Amendments of articles.
        (a)  Purpose and voting.--A corporation may amend its
     articles of incorporation for any purpose authorized by this
     chapter, including an increase in the amount of its authorized
     capital stock, by the affirmative vote of two-thirds of its
     members voting at a general meeting or at the special meeting
     called for that purpose. No amendment affecting the priority or
     preferential rights of outstanding stock may be adopted until
     the consent of the holders of that stock is obtained by a vote
     at a special meeting called for that purpose. In such a vote
     each stockholder whose rights are affected shall have only one
     vote per share, and the margin necessary for the adoption of the
     amendment is a majority of the outstanding shares in that class
     of stock unless a greater vote is required by the articles of
     incorporation. If an amendment affects the right of more than
     one class of stock, then the consent of each class of
     stockholder affected shall be obtained by voting in the manner
     described in this subsection.
        (b)  Delivery and filing.--Amendments to the articles of
     incorporation shall be filed in the department. Upon the filing
     of amendments to the articles, they shall become effective. See
     section 134 (relating to docketing statement).
        (c)  Notice of vote.--Each member and, if required by
     subsection (a), each stockholder shall be notified by the
     corporation at least 15 days before a vote is taken to amend the
     articles of incorporation under subsection (a). Notification for
     proposed amendments to the articles of incorporation shall
     include a copy of the proposed amendment; a statement of its
     purpose and effect; and the time, date, place and manner in
     which the vote will be taken on the proposed amendment. Notice
     for all meetings provided for in this subsection need not be
     given to members or other stockholders under subsection (a) if a
     written waiver of the notice is executed before or after the
     meeting by each individual entitled to notice and is filed with
     the records of the meeting.
        (d)  Notice of approval.--If an amendment to the articles of
     incorporation is approved, the corporation shall notify each
     member within 30 days of the approval by sending a copy of the
     approved amendment to the articles.
        (e)  Advertisement.--Before or after an amendment has been
     adopted by the shareholders, the corporation shall advertise its
     intention to file or the filing of amendments to the articles
     with the department in a manner similar to that prescribed in
     section 7703 (relating to articles of incorporation).
     Advertisements may appear prior to or after the day upon which
     the articles of amendment are presented to the department and
     shall set forth briefly:
            (1)  The name and location of the registered office of
        the corporation.
            (2)  A statement that the amendments to the articles are
        to be or were filed under this chapter.
            (3)  The nature and character of the amendments.
            (4)  The time when the amendments to the articles are to
        be or were filed under this chapter.
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.)

        1990 Amendment.  Act 198 amended subsec. (b), retroactive to
     June 19, 1989.
        References in Text.  Section 7703, referred to in this
     section, was renumbered to section 7704 by Act 198 of 1990.
        Cross References.  Section 7720 is referred to in section
     7705 of this title.