Pennsylvania Statutes Title 15 Pa.C.S.A. Corporations and Unincorporated Associations § 1727. Quorum of and action by directors

(a) General rule.--Unless otherwise provided in the bylaws, a majority of the directors in office of a business corporation shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the board of directors.

(b) Action by consent.--Unless otherwise restricted in the bylaws, any action required or permitted to be approved at a meeting of the directors may be approved without a meeting by a consent or consents to the action in record form.  Except as provided in subsection (c), the consents must be signed, before, on or after the effective time of the action by all of the directors in office at the effective time.  The consent or consents must be filed with the minutes of the proceedings of the board of directors.

(c) Effectiveness of consent.--A consent may provide, or a person signing a consent, whether or not then a director, may instruct in record form that the consent will be effective at a future time, including a time determined upon the happening of an event.  In the case of a consent signed by a person not a director at the time of signing, the consent is effective at the stated effective time if the person who signed the consent is a director at the effective time and did not revoke the consent in record form prior to the effective time.  A consent is effective at the stated effective time even if one or more signers are no longer directors at the effective time unless the consent has been revoked by a signer who is a director at the effective time.  A signer of a consent may revoke the signer's consent in record form until the consent becomes effective.