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Current as of January 01, 2022 | Updated by FindLaw Staff
(a) Requirement--A shareholders' meeting duly called shall not be organized for the transaction of business unless a quorum is present.
(b) Constitution of quorum--Unless otherwise provided in the articles or in a by-law adopted by the shareholders:
(i) the presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on a particular matter shall constitute a quorum for the purpose of considering such matter, except as provided in subsection (c) of this section;
(ii) at a duly organized meeting, the acts of the shareholders present who are entitled to cast at least a majority of the votes which all shareholders present are entitled to cast shall be the acts of the shareholders, except as otherwise provided in this act;
(iii) the shareholders present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum; and
(iv) if a meeting cannot be organized for lack of a quorum, those present may, except as otherwise provided in this act, adjourn the meeting to such time and place as they may determine.
(c) Adjourned meetings to elect directors--In the case of a meeting for the election of directors which is twice adjourned for lack of a quorum, those present at the second of such adjourned meetings shall constitute a quorum for the election of directors without regard to the other quorum requirements of this section, the articles or by-laws.
Cite this article: FindLaw.com - Pennsylvania Statutes Title 7 P.S. Banks and Banking § 1211. Quorum of and action by shareholders - last updated January 01, 2022 | https://codes.findlaw.com/pa/title-7-ps-banks-and-banking/pa-st-sect-7-1211/
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.
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