An amendment of the articles shall be proposed by adoption of a resolution:
(i) in the case of a mutual savings bank, by two-thirds of the trustees present at a duly organized meeting, directing that it be submitted to a vote at a meeting of the board held upon not less than ten days' notice to all the trustees, or
(ii) in any other case, by the board of directors, directing that it be submitted to a vote at a meeting of shareholders held upon not less than ten days' notice to all shareholders.
(b) Contents of resolution--
The resolution proposing an amendment or amendments shall contain the language of each amendment by setting forth in full the articles as they would be amended or any provision thereof as it would be amended or by setting forth in full any matter to be added to or deleted from the articles. A copy of the resolution or a summary thereof shall be included with the notice of the meeting required for the vote of the trustees or shareholders.
(c) Required vote--
Adoption of each amendment shall require the affirmative vote:
(i) in the case of a mutual savings bank, of at least two-thirds of all the trustees, or
(ii) in any other case, of the shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast thereon and, if any class is entitled to vote thereon as a class, of the holders of at least a majority of the outstanding shares of such class.
(d) Shareholders entitled to vote--
If a proposed amendment would:
(i) make any change in the preferences, qualifications, limitations, restrictions or special or relative rights of the shares of any class or series adverse to such class or series,
(ii) increase or decrease the par value of the shares of any class,
(iii) increase the authorized number of shares of any class or series, unless otherwise provided in the articles,
(iv) limit or deny the existing preemptive rights of the shares of any class,
(v) authorize a new class or series of shares having a preference as to dividends or assets, or increase the number of authorized shares of any existing class or series, having a preference as to dividends or assets, senior to the shares of a class or series, or
(vi) authorize the board of directors to fix and determine the relative rights and preferences as between series of any preferred or special class,
the holders of the outstanding shares of such class or series shall be entitled to vote as a class on such amendment, regardless of any limitation stated in the articles on the voting rights of any class. Except in such case, only the holders of outstanding shares who, under the articles are entitled to vote on proposed amendments, shall be entitled to vote thereon.
1965, Nov. 30, P.L. 847, No. 356, § 1503. Amended 1982, April 8, P.L. 262, No. 79, § 17, imd. effective; 1986, Dec. 18, P.L. 1702, No. 205, § 11, imd. effective.
7 P.S. § 1503, PA ST 7 P.S. § 1503
Current through 2023 Regular Session Act 32. Some statute sections may be more current, see credits for details.