Pennsylvania Statutes Title 15 Pa.C.S.A. Corporations and Unincorporated Associations § 5763. Determination of members of record

(a) Fixing record date.--Unless otherwise restricted in the bylaws, the board of directors of a nonprofit corporation may fix a time prior to the date of any meeting of members as a record date for the determination of the members entitled to notice of, or to vote at, the meeting, which time, except in the case of an adjourned meeting, shall not be more than 90 days prior to the date of the meeting of members.  Only members of record on the date fixed shall be so entitled notwithstanding any increase or other change in membership on the books of the corporation after any record date fixed as provided in this subsection.  Unless otherwise provided in the bylaws, the board of directors may similarly fix a record date for the determination of members of record for any other purpose.  A record date may not precede the date on which the board acts to fix that record date.  The members of record shall be determined as of the close of business on the record date unless the board fixes a different time of day for that determination.  When a determination of members of record has been made as provided in this section for purposes of a meeting, the determination shall apply to any adjournment thereof unless otherwise restricted in the bylaws or unless the board fixes a new record date for the adjourned meeting.

(b) Determination when no record date fixed.--Unless otherwise provided in the bylaws, if a record date is not fixed: