§ 2721 — Bylaw and fundamental change procedures

So long as a business corporation is a management corporation subject to this chapter:

(1) The board of directors shall have the full authority vested by this subpart in the shareholders to amend the articles under section 2704(b) (relating to procedure) to renew the election of the corporation to be subject to this chapter and to adopt or change the bylaws, and a bylaw adopted by the board of directors pursuant to this section may continue in effect as long as the corporation remains subject to this chapter.

(2) None of the following shall be adopted or changed by the shareholders without the approval of the board of directors:

(i) a plan under Chapter 3 (relating to entity transactions);

(ii) an amendment of the articles;

(iii) an amendment, adoption or repeal of a bylaw;

(iv) a plan of asset transfer; or

(v) a resolution recommending dissolution.

(3) In the case of a corporation that in the ordinary course of business redeems all outstanding shares at the option of the shareholder at the net asset value or at another agreed method or amount of value thereof, a plan under Chapter 3, an amendment of the articles or a plan of asset transfer under section 1932 (relating to voluntary transfer of corporate assets) shall not require the approval of the shareholders of the corporation for adoption by the corporation.

Legislative History

(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)