Section 23.14. Shareholder right to petition for amendment of the articles

Section 1912(a)(2) of the BCL (relating to proposal of amendments) provides that, unless otherwise provided in the articles, the shareholders entitled to cast at least 10% of the votes that all shareholders are entitled to cast thereon may by petition propose an amendment to the articles of the corporation. Section 2535 of the BCL (relating to proposal of amendment to articles) provides that the shareholders of a registered corporation shall have no statutory right to propose amendments. The statement in the articles eliminating this shareholder right to petition for an amendment of the articles of a nonregistered corporation usually reads as follows:

The shareholders of the corporation shall not be entitled by petition or otherwise to propose an amendment to the articles of the corporation.

The provisions of this § 23.14 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.