5761 - Determination of members of record. - Pennsylvania Statutes

§ 5761. 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, not more than 70 days prior to the date of any meeting of members or any adjournment thereof, as a record date for the determination of the members entitled to notice of, or to vote at, such meeting. In such case only members of record on the date so fixed shall so be entitled notwithstanding any increase or other change in membership on the books of the corporation after any record date fixed as aforesaid. Unless otherwise restricted in the bylaws, the board of directors may similarly fix a record date for the determination of members of record for any other purpose. (b) Determination when no record date fixed.--Unless otherwise restricted in the bylaws, if no record date is fixed: (1) The record date for determining members entitled to notice of or to vote at a meeting of members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. (2) The record date for determining members entitled to express consent or dissent to corporate action in writing without a meeting, when no prior action by the board of directors or other body is necessary, shall be the day on which the first written consent or dissent is expressed. (3) The record date for determining members for any other purpose shall be at the close of business on the day on which the board of directors or other body adopts the resolution relating thereto.