Court Opinions

State Laws

US Code

US Constitution

Adoption, amendment and contents of bylaws - 15 Pa. Cons. Stat. § 1504

Legal Research Home > Pennsylvania Statutes

     § 1504.  Adoption, amendment and contents of bylaws.
        (a)  General rule.--Except as otherwise provided in this
     subpart, the shareholders entitled to vote shall have the power
     to adopt, amend and repeal the bylaws of a business corporation.
     Except as provided in subsection (b), the authority to adopt,
     amend and repeal bylaws may be expressly vested by the bylaws in
     the board of directors, subject to the power of the shareholders
     to change such action. The bylaws may contain any provisions for
     managing the business and regulating the affairs of the
     corporation not inconsistent with law or the articles. In the
     case of a meeting of shareholders, written notice shall be given
     to each shareholder that the purpose, or one of the purposes, of
     a meeting is to consider the adoption, amendment or repeal of
     the bylaws. There shall be included in, or enclosed with, the
     notice a copy of the proposed amendment or a summary of the
     changes to be effected thereby. Any change in the bylaws shall
     take effect when adopted unless otherwise provided in the
     resolution effecting the change.
        (b)  Exception.--Except as otherwise provided in section
     1310(a) (relating to organization meeting), or in the articles
     to the extent authorized by section 1306(b) (relating to other
     provisions authorized), the board of directors shall not have
     the authority to adopt or change a bylaw on any subject that is
     committed expressly to the shareholders by any of the provisions
     of this subpart. See:
            Subsection (d) (relating to amendment of voting
        provisions).
            Section 1521 (relating to authorized shares).
            Section 1713 (relating to personal liability of
        directors).
            Section 1721 (relating to board of directors).
            Section 1725 (relating to selection of directors).
            Section 1726 (relating to removal of directors).
            Section 1729 (relating to voting rights of directors).
            Section 1756 (relating to quorum).
            Section 1757 (relating to action by shareholders).
            Section 1765 (relating to judges of election).
            Section 2105 (relating to termination of nonstock
        corporation status).
            Section 2122 (relating to classes of membership).
            Section 2124 (relating to voting rights of members).
            Section 2302 (relating to definition of minimum vote).
            Section 2321 (relating to shares).
            Section 2322 (relating to share transfer restrictions).
            Section 2325 (relating to sale option of estate of
        shareholder).
            Section 2332 (relating to management by shareholders).
            Section 2334 (relating to appointment of provisional
        director in certain cases).
            Section 2337 (relating to option of shareholder to
        dissolve corporation).
            Section 2923 (relating to issuance and retention of
        shares).
        (c)  Bylaw provisions in articles.--Where any provision of
     this subpart or any other provision of law refers to a rule as
     set forth in the bylaws of a corporation, the reference shall be
     construed to include and be satisfied by any rule on the same
     subject as set forth in the articles of the corporation.
        (d)  Amendment of voting provisions.--
            (1)  Unless otherwise provided in a bylaw adopted by the
        shareholders, whenever the bylaws require for the taking of
        any action by the shareholders or a class of shareholders a
        specific number or percentage of votes, the provision of the
        bylaws setting forth that requirement shall not be amended or
        repealed by any lesser number or percentage of votes of the
        shareholders or of the class of shareholders.
            (2)  Paragraph (1) shall not apply to a bylaw setting
        forth the right of shareholders to act by unanimous written
        consent as provided in section 1766(a) (relating to unanimous
        consent).
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992,
     P.L.1333, No.169, eff. 60 days)

        1992 Amendment.  Act 169 amended subsecs. (b) and (d),
     retroactive to October 1, 1989, as to subsec. (d).
        Cross References.  Section 1504 is referred to in sections
     1103, 1757, 2332, 3121 of this title.

Last modified: November 27, 2007