Pennsylvania Statutes Title 15 Pa.C.S.A. Corporations and Unincorporated Associations § 1912. Proposal of amendments

(a) General rule.--Every amendment of the articles of a business corporation shall be proposed:

(b) Form of amendment.--The resolution or petition shall contain the language of the proposed amendment of the articles:

(c) Terms of amendment.--The resolution or petition may set forth the manner and basis of reclassifying the shares of the corporation.  Any of the terms of a plan of reclassification or other action contained in an amendment may be made dependent upon facts ascertainable outside of the amendment if the manner in which the facts will operate upon the terms of the amendment is set forth in the amendment.  Such facts may include, without limitation, actions or events within the control of or determinations made by the corporation or a representative of the corporation.

(d) Submission to the shareholders.--Except where the approval of the shareholders is unnecessary under this subchapter, the board of directors shall direct that the proposed amendment be submitted to a vote of the shareholders entitled to vote thereon.  An amendment proposed under subsection (a)(2) shall be submitted to a vote either at the next annual meeting held not earlier than 120 days after the amendment is proposed or at a special meeting of the shareholders called for that purpose by the shareholders.

(e) Cross references.--See sections 1106(b)(4) (relating to uniform application of subpart) and 2535 (relating to proposal of amendment to articles).