THE GENERAL ASSEMBLY OF PENNSYLVANIA

SENATE BILL

INTRODUCED BY GREENLEAF, ALLOWAY, O'PAKE AND BROWNE, FEBRUARY 20, 2009

REFERRED TO JUDICIARY, FEBRUARY 20, 2009  

AN ACT

Amending Titles 15 (Corporations and Unincorporated

Associations) and 54 (Names) of the Pennsylvania Consolidated

Statutes, in Title 15, making extensive revisions, additions

and deletions to preliminary material on general provisions;

to corporation material on general provisions, on

incorporation, on corporate powers, duties and safeguards, on

officers, directors and shareholders, on fundamental changes,

on registered corporations, on insurance corporations, on

foreign business corporations, on incorporation and on

foreign nonprofit corporations; to partnership and limited

liability company material on general provisions, on

registered limited liability partnerships, on general

partnerships, on limited partnerships and on limited

liability companies; and to material on business trusts; in

Title 54, further providing for general provisions and for

corporate and other association names; and making related

repeals.

The General Assembly of the Commonwealth of Pennsylvania

hereby enacts as follows:

Section 1. This act shall be known and may be cited as the

GAA Amendments Act of 2009.

Section 2. The definitions of "banking institution," "limited

liability company," "representative" and "savings association"

in section 102 of Title 15 of the Pennsylvania Consolidated

Statutes are amended and the section is amended by adding

definitions to read:

§ 102. Definitions.

Subject to additional or inconsistent definitions contained

in subsequent provisions of this title that are applicable to

specific provisions of this title, the following words and

phrases when used in this title shall have, unless the context

clearly indicates otherwise, the meanings given to them in this

section:

* * *

"Banking institution." A [banking institution as defined in

section 1103 (relating to definitions).] domestic corporation

for profit which is an institution as defined in the act of

November 30, 1965 (P.L.847, No.356), known as the Banking Code

of 1965.

"Bankrupt." A person who is the subject of any of the

following:

(1) An order for relief or a voluntary case under 11

U.S.C. (relating to bankruptcy).

(2) A comparable order or case under a State insolvency

statute.

* * *

"Debtor in bankruptcy." A bankrupt.

"Domestic banking institution." A domestic corporation for

profit which is an institution as defined in the act of November

30, 1965 (P.L.847, No.356), known as the Banking Code of 1965.

* * *

"Domestic insurance corporation." An insurance corporation as

defined in section 3102 (relating to definitions).

"Domestic savings association." A domestic corporation for

profit which is an association as defined in the act of December

14, 1967 (P.L.746, No.345), known as the Savings Association

Code of 1967.

* * *

"Execute." When used with respect to authenticating or

adopting a filing, document or other record, means "sign."

* * *

"Limited liability company." A domestic or foreign limited

liability company as defined in section 8903 (relating to

definitions [and index of definitions)].

"Obligation." Includes a note or other form of indebtedness,

whether secured or unsecured.

"Officially publish." Publish in two newspapers of general

circulation in the English language in the county in which the

registered office of the association is located or, in the case

of a proposed association, will be located, one of which must be

the legal newspaper, if any, designated by the rules of court

for the publication of legal notices. If there is only one

newspaper of general circulation in the county, advertisement in

that newspaper is sufficient. If no other frequency is

specified, the notice must be published one time. See section

109(a)(2) (relating to name of commercial registered office

provider in lieu of registered address).

* * *

"Record form." Inscribed on a tangible medium or stored in an

electronic or other medium and retrievable in perceivable form.

"Representative." [A representative as defined in section

1103 (relating to definitions).] When used with respect to an

association, joint venture, trust or other enterprise, a person

occupying the position or discharging the functions of a

director, officer, partner, manager, trustee, fiduciary,

employee or agent, regardless of the name or title by which the

person may be designated. The term does not imply that a

director, as such, is an agent of a corporation.

"Savings association." A [savings association as defined in

section 1103.] domestic corporation for profit which is an

association as defined in the act of December 14, 1967 (P.L.746,

No.345), known as the Savings Association Code of 1967.

"Sign." With present intent to authenticate or adopt

information in record form:

(1)  to sign manually or adopt a tangible symbol; or

(2)  to attach to, or logically associate with,

information in record form, an electronic sound, symbol or

process.

* * *

Section 3.  Section 107 of Title 15 is amended to read:

§ 107.  Form of records.

(a)  General rule.--Any records maintained by a corporation

or other association in the regular course of its business,

including shareholder or membership records, books of account

and minute books, may be kept [on, or be in the form of, punch

cards, magnetic storage media, photographs, microphotographs or

any other information storage device if the records so kept can

be converted into reasonably legible written form within a

reasonable time] in record form. Any corporation or other

association shall [so] convert any of its records [so kept] into

a tangible and reasonably legible form to the extent they are

not kept in that form upon the request of any person entitled to

inspect the records. [Where] If records are kept in [this

manner, a] record form, a tangible and reasonably legible

[written] form [produced from the information storage device] 

that accurately portrays the record shall be admissible in

evidence, and shall be accepted for all other purposes, to the

same extent as an original written record of the same

information would have been accepted.

(b)  Meaning of "written."--References in this title to a

document in writing or to a written provision of an agreement or

other document shall be deemed to include and be satisfied by a

document or provision of an agreement or document in record

form.

Section 3.1.  Title 15 is amended by adding a section to

read:

§ 111.  Relation of title to Electronic Signatures in Global and

National Commerce Act.

(a)  General rule.--Except as set forth in subsection (b),

this title modifies, limits and supersedes the Electronic

Signatures in Global and National Commerce Act (Public Law

106-229, 15 U.S.C. § 7001, et seq.).

(b)  Exception.--This title does not do any of the following:

(1)  Modify, limit or supersede section 101(c) of the

Electronic Signatures in Global and National Commerce Act (15

U.S.C. § 7001(c)).

(2)  Authorize electronic delivery of a notice described

in section 103(b) of the Electronic Signatures in Global and

National Commerce Act (15 U.S.C. § 7003(b)).

Section 3.2.  Sections 131, 133(a) and (d), 135(a)(7), 136(b)

(2) and (3), 152, 153(a) and 155(a) of Title 15 are amended to

read:

§ 131.  Application of subchapter.

As used in this subchapter, the term "this title" includes

Titles 17 (relating to credit unions) and 54 (relating to names)

and any other provision of law that makes reference to the

powers and procedures of this subchapter or, to the extent not

inconsistent with this subchapter, requires a filing in the

Corporation Bureau of the department and does not specify some

or all of the necessary procedures therefor provided in this

subchapter.

§ 133.  Powers of Department of State.

(a)  General rule.--The [Department of State shall have] 

department has the power and authority reasonably necessary to

enable it to administer this subchapter efficiently and to

perform the functions specified in section 132 (relating to

functions of Department of State), in 13 Pa.C.S. (relating to

commercial code) and in 17 Pa.C.S. (relating to credit unions).

The following shall not be agency regulations for the purposes

of section 612 of the act of April 9, 1929 (P.L.177, No.175),

known as The Administrative Code of 1929, the act of October 15,

1980 (P.L.950, No.164), known as the Commonwealth Attorneys Act,

the act of June 25, 1982 (P.L.633, No.181), known as the

Regulatory Review Act, or any similar provision of law, but

shall be subject to the opportunity of public comment

requirement under section 201 of the act of July 31, 1968 (P.L.

769, No.240), referred to as the Commonwealth Documents Law:

(1)  Sample filing forms promulgated by the department

under subsection (d).

(2)  Instructions accompanying sample filing forms and

other explanatory material published in the Pennsylvania Code

that is intended to substantially track applicable statutory

provisions relating to the particular filing or to any of the

functions of the department covered by this subsection, if a

regulation of the department expressly states that [such] 

those instructions or explanatory materials shall not have

the force of law.

(3)  Regulations, which the department is hereby

authorized to promulgate, that:

(i)  Authorize payment of fees and other remittances

through or by a credit or debit card issuer or other

financial intermediary.

(ii)  Authorize contracts with credit or debit card

issuers and other financial intermediaries relating to

the collection, transmission and payment of fees and

other remittances.

[(iii)  Adjust the level of fees and other

remittances as otherwise fixed by law so as to facilitate

their transmission through or by a credit card issuer or

other financial intermediary pursuant to such regulations

without net cost to the department.]

(iv)  Adjust, not more than once per year, the fees

set forth in section 153(a) (relating to fee schedule)

and 13 Pa.C.S. § 9525 (relating to fees) for filings

transmitted to the department electronically.

* * *

(d)  [Physical characteristics and copies of documents] 

Format of filings.--All articles and other documents authorized

or required to be filed in the department under this title shall

be in such format as [to size, shape and other physical

characteristics as shall be] prescribed by regulations

promulgated by the department. [The regulations may require the

submission of not to exceed three conformed copies of any

document in addition to the original and any copies thereof

otherwise required by law.] All formats promulgated by the

department for use under this title shall [include a statement

of the number of copies required to be filed and shall] be

published in the Pennsylvania Code.

* * *

§ 135.  Requirements to be met by filed documents.

(a)  General rule.--A document shall be accepted for filing

by the Department of State if it satisfies the following

requirements:

* * *

(7)  It is in record form and executed. The department

shall not examine a document to determine whether the

document has been executed by an authorized person or by

sufficient authorized persons or otherwise is duly executed.

[A document shall be deemed executed if it contains a

facsimile signature, so long as the operative portions of the

document meet any applicable requirements prescribed under

section 133(d) (relating to physical characteristics and

copies of documents).]

* * *

§ 136.  Processing of documents by Department of State.

* * *

(b)  Immediate certified copy.--

* * *

[(2)  If the duplicate copy is delivered by hand to the

office of the department at the seat of government at least

four hours before the close of business on any day not a

holiday and relates to a matter other than a label or other

mark requiring examination under Title 54 (relating to names)

or the reservation or registration of a name under this title

and, in the case of a document that creates a new

association, effects or reflects a change in name or

qualifies a foreign association to do business in this

Commonwealth, if the duplicate copy is accompanied by

evidence that the proposed name has been reserved or

registered by or on behalf of the applicant, the department

before the close of business on that day shall either:

(i)  Certify the duplicate copy as required by this

subsection and make such certified copy available at the

office of the department to or upon the order of the

person who delivered it to the department.

(ii)  Make available at the office of the department

to or upon the order of the person who delivered it to

the department a brief statement in writing of the

reasons of the department for refusing to certify such

duplicate copy.

See section 153(a)(10) (relating to certification fees).]

(3)  In lieu of comparing the duplicate copy with the

original signed document as provided in [paragraphs (1) and

(2)] paragraph (1), the department may make a copy of the

original signed document at the cost of the person who

delivered it to the department.

* * *

§ 152.  Definitions.

The following words and phrases when used in this subchapter

shall have the meanings given to them in this section unless the

context clearly indicates otherwise:

"Ancillary transaction."  Includes:

(1)  preclearance of document[,];

(2)  amendment of articles, charter, certificate or other

organic document, restatement of articles, charter,

certificate or other organic document[, change in registered

or principal office, change in share structure,];

(3)  dissolution, cancellation or termination[,

reorganization,] of an association;

(4)  withdrawal by foreign association[,];

(5)  withdrawal by a partner[, or];

(6)  any [similar transaction,] transaction similar to

any item listed in paragraphs (1) through (5); or

(7)  the deposit in the Department of State for filing

in, by or with the Department of State or the Secretary of

the Commonwealth of any articles, statements, proceedings,

agreements or any [like] similar papers affecting

associations under the statutes of this Commonwealth[.] for

which a specific fee is not set forth in section 153

(relating to fee schedule) or other applicable statute.

"Bureau."  The Corporation Bureau of the Department of State

or any successor agency within the department.

§ 153.  Fee schedule. 

(a)  General rule.--The fees of the bureau, including fees

for the public acts and transactions of the Secretary of the

Commonwealth administered through the bureau, shall be as

follows:

* * *

§ 155.  Disposition of funds.

(a)  [Establishment of restricted account.--] Corporation

Bureau Restricted Account.--The Corporation Bureau Restricted

Account, established under section 814 of the act of April 9,

1929 (P.L.177, No.175), known as The Administrative Code of

1929, is continued. This account shall receive 30% of the amount

received by the department under this subchapter except for the

fees collected under 13 Pa.C.S. § 9525(a)(1)(ii) (relating to

fees). This account shall receive 5% of the amount received by

the department under 13 Pa.C.S. § 9525(a)(1)(ii). The balance of

the amount received by the department under this subchapter

shall be deposited in the General Fund. Money in the account

shall be used solely for the operation of the bureau and for its

modernization as may be required for improved operations of the

bureau unless a surplus arises after two consecutive years, at

which time the Secretary of the Commonwealth shall transfer any

amount in excess of the bureau's budget into the General Fund.

* * *

Section 4.  The introductory paragraph and the definitions of

"act," "banking institution," "corporation for profit,"

"corporation not-for-profit," "court," "credit union,"

"department," "distribution," "domestic corporation for profit,"

"domestic corporation not-for-profit," "foreign corporation for

profit," "foreign corporation not-for-profit," "insurance

corporation," "Internal Revenue Code of 1986," "obligation,"

"officially publish," "representative," "savings association"

and "voting" in section 1103 of Title 15 are amended and the

section is amended by adding a subsection to read:

§ 1103.  Definitions.

(a)  General definitions.--Subject to additional definitions

contained in subsequent provisions of this subpart that are

applicable to specific provisions of this subpart, the following

words and phrases when used in this subpart shall have the

meanings given to them in this section unless the context

clearly indicates otherwise:

["Act" or "action."  Includes failure to act.]

* * *

["Banking institution" or "domestic banking institution."  A

domestic corporation for profit that is an institution as

defined in the act of November 30, 1965 (P.L.847, No.356), known

as the Banking Code of 1965.]

* * *

["Corporation for profit."  A corporation incorporated for a

purpose or purposes involving pecuniary profit, incidental or

otherwise, to its shareholders or members.

"Corporation not-for-profit."  A corporation not incorporated

for a purpose or purposes involving pecuniary profit, incidental

or otherwise.

"Court."  Subject to any inconsistent general rule prescribed

by the Supreme Court of Pennsylvania:

(1)  the court of common pleas of the judicial district

embracing the county where the registered office of the

corporation is or is to be located; or

(2)  where a corporation results from a merger,

consolidation, division or other transaction without

establishing a registered office in this Commonwealth or

withdraws as a foreign corporation, the court of common pleas

in which venue would have been laid immediately prior to the

transaction or withdrawal.

"Credit union."  A credit union as defined in 17 Pa.C.S. §

102 (relating to application of title).

"Department."  The Department of State of the Commonwealth.]

* * *

"Distribution."  A direct or indirect transfer of money or

other property (except its own shares or options, rights or

warrants to acquire its own shares) or incurrence of

indebtedness by a corporation to or for the benefit of any or

all of its shareholders in respect of any of its shares whether

by dividend or by purchase, redemption or other acquisition of

its shares or otherwise. Neither the making of, nor payment or

performance upon, a guaranty or similar arrangement by a

corporation for the benefit of any or all of its shareholders

nor a direct or indirect transfer or allocation of assets or

liabilities effected under Chapter 19 (relating to fundamental

changes) with the approval of the shareholders shall constitute

a distribution for the purposes of this subpart.

["Domestic corporation for profit."  A corporation for profit

incorporated under the laws of this Commonwealth.

"Domestic corporation not-for-profit."  A corporation not-

for-profit incorporated under the laws of this Commonwealth.]

* * *

["Foreign corporation for profit."  A corporation for profit

incorporated under any laws other than those of this

Commonwealth.

"Foreign corporation not-for-profit."  A corporation not-for-

profit incorporated under any laws other than those of this

Commonwealth.]

* * *

["Insurance corporation" or "domestic insurance corporation."

An insurance corporation as defined in section 3102 (relating to

definitions).

"Internal Revenue Code of 1986."  The Internal Revenue Code

of 1986 (Public Law 99-514, 26 U.S.C. § 1 et seq.).]

* * *

["Obligation."  Includes a note or other form of

indebtedness, whether secured or unsecured.]

* * *

["Officially publish."  Publish in two newspapers of general

circulation in the English language in the county in which the

registered office of the corporation is located, or in the case

of a proposed corporation is to be located, one of which shall

be the legal newspaper, if any, designated by the rules of court

for the publication of legal notices or, if there is no legal

newspaper, in two newspapers of general circulation in the

county. When there is but one newspaper of general circulation

in any county, advertisement in that newspaper shall be

sufficient. Where no other frequency is specified, the notice

shall be published one time in the appropriate newspaper or

newspapers. See section 109(a)(2) (relating to name of

commercial registered office provider in lieu of registered

address).]

* * *

["Representative."  When used with respect to an association,

joint venture, trust or other enterprise, means a person

occupying the position or discharging the functions of a

director, officer, employee or agent thereof, regardless of the

name or title by which the person may be designated. The term

does not imply that a director, as such, is an agent of a

corporation.

"Savings association" or "domestic savings association."  A

domestic corporation for profit that is an association as

defined in the act of December 14, 1967 (P.L.746, No.345), known

as the Savings Association Code of 1967.]

* * *

"Voting" or "casting a vote."  Includes the giving of

[written] consent in lieu of voting. The term does not include

either recording the fact of abstention or failing to vote for a

candidate or for approval or disapproval of a matter, whether or

not the person entitled to vote characterizes the conduct as

voting or casting a vote.

(b)  Index of other definitions.--The following is a

nonexclusive list of words and phrases which when used in this

subpart shall have the meanings given to them in section 102

(relating to definitions):

"Act" or "action."

"Banking institution" or "domestic banking institution."

"Corporation for profit."

"Corporation not-for-profit."

"Court."

"Credit union."

"Department."

"Domestic corporation for profit."

"Domestic corporation not-for-profit."

"Execute."

"Foreign corporation for profit."

"Foreign corporation not-for-profit."

"Insurance corporation" or "domestic insurance corporation."

"Internal Revenue Code of 1986."

"Obligation."

"Officially publish."

"Record form."

"Representative."

"Savings association" or "domestic savings association."

"Sign."

Section 5.  Section 1104 of Title 15 is repealed:

[§ 1104.  Other general provisions.

The following provisions of this title are applicable to

corporations subject to this subpart:

Section 101 (relating to short title and application of

title).

Section 102 (relating to definitions).

Section 103 (relating to subordination of title to regulatory

laws).

Section 104 (relating to equitable remedies).

Section 105 (relating to fees).

Section 106 (relating to effect of filing papers required to

be filed).

Section 107 (relating to form of records).

Section 108 (relating to change in location or status of

registered office provided by agent).

Section 109 (relating to name of commercial registered office

provider in lieu of registered address).

Section 110 (relating to supplementary general principles of

law applicable).

Section 132 (relating to functions of Department of State).

Section 133 (relating to powers of Department of State).

Section 134 (relating to docketing statement).

Section 135 (relating to requirements to be met by filed

documents).

Section 136 (relating to processing of documents by

Department of State).

Section 137 (relating to court to pass upon rejection of

documents by Department of State).

Section 138 (relating to statement of correction).

Section 139 (relating to tax clearance of certain fundamental

transactions).

Section 140 (relating to custody and management of orphan

corporate and business records).

Section 152 (relating to definitions).

Section 153 (relating to fee schedule).

Section 154 (relating to enforcement and collection).

Section 155 (relating to disposition of funds).

Section 162 (relating to contingent domestication of certain

foreign associations).

Section 501 (relating to reserved power of General Assembly).

Section 503 (relating to actions to revoke corporate

franchises).

Section 504 (relating to validation of certain defective

corporations).

Section 505 (relating to validation of certain defective

corporate acts).

Section 506 (relating to scope and duration of certain

franchises).

Section 507 (relating to validation of certain share

authorizations).]

Section 6.  Section 1306 of Title 15 is amended by adding a

subsection to read:

§ 1306.  Articles of incorporation.

* * *

(e)  Reference to external facts.--Except for the provisions

required by subsection (a)(1), (2), (3), (4)(i), (5) and (7),

any provision of the articles of incorporation may be made

dependent upon facts ascertainable outside of the articles if

the manner in which the facts will operate upon the provision is

set forth in the articles. The facts may include actions or

events within the control of or determinations made by the

corporation or a representative of the corporation.

Section 7.  Sections 1504(c), 1521(d) and 1523 of Title 15

are amended to read:

§ 1504.  Adoption, amendment and contents of bylaws.

* * *

(c)  Bylaw provisions in articles.--Where any provision of

this subpart or any other provision of law refers to a rule as

set forth in the bylaws of a corporation or in a bylaw adopted

by the shareholders, the reference shall be construed to include

and be satisfied by any rule on the same subject as set forth in

the articles of the corporation.

* * *

§ 1521.  Authorized shares.

* * *

(d)  Status and rights.--Shares of a business corporation

shall be deemed personal property. Except as otherwise provided

by the articles or, when so permitted by subsection (c), by one

or more bylaws adopted by the shareholders, the terms of each

share shall be in all respects equal to every other share. See

section 1906(d)(4) (relating to special treatment of holders of

shares of same class or series).

§ 1523.  Pricing and issuance of shares.

Except as otherwise restricted in the bylaws, shares of a

business corporation may be issued at a price determined by the

board of directors[,]; or the board may [set a minimum price or

establish a formula or method by which the price may be

determined] authorize one or more directors or one or more

officers, acting alone or with the participation of one or more

directors, to determine the purchasers, number of shares, price

or consideration and other terms on which shares will be issued,

within limits, pursuant to a formula or method or subject to

relevant criteria specifically prescribed by the board.

Section 7.1.  Section 1527(a)(3) of Title 15 is amended and

the section is amended by adding a subsection to read:

§ 1527.  Issuance of fractional shares or scrip.

(a)  General rule.--A business corporation may but shall not

be required to create and issue fractions of a share, either

represented by a certificate or uncertificated, which, unless

otherwise provided in the articles, shall represent proportional

interests in all the voting rights, preferences, limitations and

special rights, if any, of full shares. If the corporation

creates but does not provide for the issuance of fractions of a

share, it shall:

* * *

(3)  issue scrip or other evidence of ownership, in

registered form (either represented by a certificate or

uncertificated) or in bearer form (represented by a

certificate), entitling the holder to receive a full share

upon the surrender of the scrip or other evidence of

ownership aggregating a full share, or the transfer of

uncertificated scrip aggregating a full share, but which

shall not[, unless otherwise provided therein or with respect

thereto,] entitle the holder to exercise any voting right, to

receive dividends or to participate in any of the assets of

the corporation in the event of liquidation.

* * *

(c)  Limitation.--The articles may not provide that scrip or

other evidence of ownership entitles the holder to exercise any

voting right, to receive dividends or to participate in any of

the assets of the corporation in the event of liquidation.

Section 7.2.  Section 1528 of Title 15 is amended by adding a

subsection to read:

§ 1528.  Shares represented by certificates and uncertificated

shares.

* * *

(g)  Bearer shares prohibited.--A business corporation may

not issue share certificates in bearer form. This subsection may

not be varied by the articles.

Section 7.3.  Section 1529(b) of Title 15 is amended to read:

§ 1529.  Transfer of securities; restrictions.

* * *

(b)  Transfer restrictions generally.--A restriction on the

transfer or registration of transfer of securities of a business

corporation may be imposed by the bylaws or by an agreement

among any number of securityholders or among them and the

corporation. A restriction so imposed shall not be binding with

respect to securities issued prior to the adoption of the

restriction unless the holders of the securities are parties to

the agreement or voted in favor of the restriction. A

restriction may be amended by the vote or consent, and otherwise

in the manner, provided in the bylaws or agreement for amending

the restriction or, in the absence of such a provision, as

provided for amending the bylaws or agreement generally.

* * *

Section 8.  Section 1552(b) of Title 15 is amended and the

section is amended by adding subsections to read:

§ 1552.  Power of corporation to acquire its own shares.

* * *

(b)  Security for acquisition.--In connection with an

acquisition by a corporation of its shares, the corporation may

grant a security interest in the acquired shares to secure an

obligation to pay for the acquisition. The shares shall not be

canceled on the books of the corporation until the obligation of

the corporation is fully paid or discharged.

(c)  Application of distribution tests.--A corporation may

acquire or agree to acquire its shares, even though the

acquisition would violate section 1551 (relating to

distributions to shareholders), if payment of all or part of the

purchase price is deferred until the payment would not violate

that section.

[(b)] (d)  Cross reference.--See section 1914(c)(2) (relating

to adoption by board of directors).

Section 9.  Section 1575(a) introductory paragraph of Title

15 is amended to read:

§ 1575.  Notice to demand payment.

(a)  General rule.--If the proposed corporate action is

approved by the required vote at a meeting of shareholders of a

business corporation, the corporation shall mail a further

notice to all dissenters who gave due notice of intention to

demand payment of the fair value of their shares and who

refrained from voting in favor of the proposed action. If the

proposed corporate action is [to be] approved by the

shareholders by less than unanimous consent without a meeting or

is taken without [a vote of] the need for approval by the 

shareholders, the corporation shall send to all shareholders who

are entitled to dissent and demand payment of the fair value of

their shares a notice of the adoption of the plan or other

corporate action. In either case, the notice shall:

* * *

Section 10.  Section 1704(a) and (b) of Title 15 are amended

and the section is amended by adding subsections to read:

§ 1704.  Place and notice of meetings of shareholders.

(a)  Place.--Meetings of shareholders may be held at such

geographic location within or without this Commonwealth as may

be provided in or fixed pursuant to the bylaws. Unless otherwise

provided in or pursuant to the bylaws, all meetings of the

shareholders shall be held at the executive office of the

corporation wherever situated. If a meeting of the shareholders

is held by means of the Internet or other electronic

communications technology in a fashion pursuant to which the

shareholders have the opportunity to read or hear the

proceedings substantially concurrently with their occurrence,

vote on matters submitted to the shareholders [and], pose

questions to the directors, make appropriate motions and comment

on the business of the meeting, the meeting need not be held at

a particular geographic location.

(b)  Notice.--[Written notice] Notice in record form of every

meeting of the shareholders shall be given by, or at the

direction of, the secretary or other authorized person to each

shareholder of record entitled to vote at the meeting at least:

(1)  ten days prior to the day named for a meeting that

will consider a fundamental change under Chapter 19 (relating

to fundamental changes); or

(2)  five days prior to the day named for the meeting in

any other case.

[If the secretary or other authorized person neglects or refuses

to give notice of a meeting, the person or persons calling the

meeting may do so.]

* * *

(d)  Alternative authority.--If the secretary or other

authorized person neglects or refuses to give notice of a

meeting, a person calling the meeting may do so.

(e)  Cross reference.--See section 2528 (relating to notice

of shareholder meetings).

Section 11.  Sections 1705(a), 1727(b) and 1759(a), (c) and

(e) of Title 15 are amended to read:

§ 1705.  Waiver of notice.

(a)  [Written waiver] General rule.--Whenever any [written] 

notice is required to be given under the provisions of this

subpart or the articles or bylaws of any business corporation, a

waiver thereof [in writing, signed] which is filed with the

secretary of the corporation in record form signed by the person

or persons entitled to the notice, whether before or after the

time stated therein, shall be deemed equivalent to the giving of

the notice. Neither the business to be transacted at, nor the

purpose of, a meeting need be specified in the waiver of notice

of the meeting.

* * *

§ 1727.  Quorum of and action by directors.

* * *

(b)  Action by consent.--Unless otherwise restricted in the

bylaws, any action required or permitted to be taken at a

meeting of the directors may be taken without a meeting if[,

prior or subsequent to the action,] a consent or consents

[thereto] to the action in record form are signed, before, on or

after the effective date of the action, by all of the directors

in office [is] on the date the last consent is signed. The

consent or consents must be filed with the secretary of the

corporation.

§ 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 or other action of

all shares represented thereby the vote cast or other action

taken 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 or taking the other

action, the voting of the shares or right to take other

action shall be divided equally among those persons.

* * *

(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 in record form of the death or incapacity is given to the

secretary of the corporation or its designated agent.

* * *

(e)  Cross [reference] references.--See [section] sections

1702 (relating to manner of giving notice) and 3135 (relating to

proxies of members of mutual insurance companies).

Section 12.  Section 1764(a) of Title 15 is amended and the

section is amended by adding a subsection to read:

§ 1764.  Voting lists.

(a)  General rule.--The officer or agent having charge of the

transfer books for shares of a business corporation shall make a

complete list of the shareholders entitled to vote at any

meeting of shareholders, arranged in alphabetical order, with

the address of and the number of shares held by each. This

section does not require the corporation to include electronic

mail addresses or other electronic contact information on the

list. The list shall be produced and kept open at the time and

place of [the] each meeting of shareholders of a nonregistered

corporation held at a geographic location and shall be subject

to the inspection of any shareholder during the whole time of

the meeting for the purposes thereof [except that, if a business

corporation has 5,000 or more shareholders, in lieu of the

making of the list the corporation may make the information

therein available at the meeting by any other means]. See

section 2529 (relating to voting lists).

* * *

(c)  Electronic meetings.--If a meeting of shareholders of a

nonregistered corporation is not held at a geographic location,

the corporation shall make the list of shareholders required by

subsection (a) available on a reasonably accessible electronic

network during the whole time of the meeting and shall provide

the information required to gain access to the list with the

notice of the meeting.

Section 13.  Section 1766(a), (b) and (d) of Title 15 are

amended to read:

§ 1766.  Consent of shareholders in lieu of meeting.

(a)  Unanimous consent.--Unless otherwise restricted in the

bylaws, any action required or permitted to be taken at a

meeting of the shareholders or of a class of shareholders of a

business corporation may be taken without a meeting if[, prior

or subsequent to the action,] a consent or consents [thereto] to

the action in record form are signed, before, on or after the

effective date of the action, by all of the shareholders who

would be entitled to vote at a meeting for such purpose [shall

be filed], the consent or consents must be filed with the

secretary of the corporation.

(b)  Partial consent.--If the bylaws so provide, any action

required or permitted to be taken at a meeting of the

shareholders or of a class of shareholders may be taken without

a meeting upon the signed 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 consents shall be filed in record form with the secretary of

the corporation.

* * *

(d)  Cross [reference] references.--See [section] sections

1702 (relating to manner of giving notice) and 2524 (relating to

consent of shareholders in lieu of meeting).

Section 14.  Section 1906(d)(3) of Title 15 is amended and

the section is amended by adding a subsection to read:

§ 1906.  Special treatment of holders of shares of same class or

series.

* * *

(c.1)  Determination of groups.--For purposes of applying

subsections (a)(1) and (b), the determination of which

shareholders are part of each group receiving special treatment

shall be made as of the record date for shareholder action on

the plan.

(d)  Exceptions.--This section shall not apply to:

* * *

(3)  A plan that contains an express provision that this

section shall not apply or that fails to contain an express

provision that this section shall apply. [The shareholders of

a corporation that proposes a plan to which this section is

not applicable by reason of this paragraph shall have the

remedies contemplated by section 1105 (relating to

restriction on equitable relief).]

* * *

Section 15.  Title 15 is amended by adding sections to read:

§ 1907.  Purpose of fundamental transactions.

A transaction under this chapter does not require an

independent business purpose in order for the transaction to be

lawful.

§ 1908.  Submission of matters to shareholders.

A corporation may agree, in record form, to submit an

amendment, plan or other matter to its shareholders whether or

not the board determines, at any time after approving the

matter, that the matter is no longer advisable and recommends

that the shareholders reject or vote against it. If a

corporation so agrees to submit a matter to its shareholders,

the matter is deemed to have been validly adopted by the

corporation when it has been approved by the shareholders.

Section 16.  Sections 1911(a)(4), 1913, 1922(a)(3), 1923,

1931(a), (b)(2), (d) and (g), 1957(b)(1)(iv), 1973 and 1978(b)

of Title 15 are amended to read:

§ 1911.  Amendment of articles authorized.

(a)  General rule.--A business corporation, in the manner

provided in this subchapter, may from time to time amend its

articles for one or more of the following purposes:

* * *

(4)  To cancel or otherwise affect the right of holders

of the shares of any class or series to receive dividends

that have accrued but have not been declared or to otherwise