§ 23.11. Action by partial written consent of shareholders.
Section 1766(b) of the BCL (relating to consent of shareholders in lieu of meeting) authorizes the articles of incorporation of a business corporation or a bylaw adopted by the shareholders of a nonregistered corporation to provide that action by the shareholders without a meeting may be taken by the written consent of shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. The following language is sometimes inserted in the articles of incorporation:
Any action which may be taken at a meeting of shareholders or of a class of shareholders may be taken without a meeting if a consent or consents in writing to such action, setting forth the action so taken, shall be signed by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting.
Source The provisions of this § 23.11 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.
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