(a) Fixing record date.--Unless otherwise restricted in the bylaws, the board of directors of a nonprofit corporation may fix a time prior to the date of any meeting of members as a record date for the determination of the members entitled to notice of, or to vote at, the meeting, which time, except in the case of an adjourned meeting, shall not be more than 90 days prior to the date of the meeting of members. Only members of record on the date fixed shall be so entitled notwithstanding any increase or other change in membership on the books of the corporation after any record date fixed as provided in this subsection. Unless otherwise provided in the bylaws, the board of directors may similarly fix a record date for the determination of members of record for any other purpose. A record date may not precede the date on which the board acts to fix that record date. The members of record shall be determined as of the close of business on the record date unless the board fixes a different time of day for that determination. When a determination of members of record has been made as provided in this section for purposes of a meeting, the determination shall apply to any adjournment thereof unless otherwise restricted in the bylaws or unless the board fixes a new record date for the adjourned meeting.
(b) Determination when no record date fixed.--Unless otherwise provided in the bylaws, if a record date is not fixed:
(1) 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 immediately preceding the day on which the meeting is held shall be the record date for determining members entitled to notice of or to vote at a meeting of members.
(2) The close of business on the day on which the first consent or dissent, request or petition is filed in record form with the secretary of the corporation shall be the record date for determining members entitled to:
(i) express consent or dissent to corporate action without a meeting, when prior action by the board of directors or other body is not necessary;
(ii) call a special meeting of the members; or
(iii) propose an amendment of the articles.
(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.
(July 9, 2013, P.L.476, No.67, eff. 60 days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
Cross References. Section 5763 is referred to in section 5509 of this title.
Structure Pennsylvania Consolidated & Unconsolidated Statutes
Pennsylvania Consolidated & Unconsolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 57 - Officers, Directors and Members
Section 5701 - Applicability of subchapter
Section 5702 - Manner of giving notice
Section 5702.1 - Optional procedures for giving of notice (Repealed)
Section 5703 - Place and notice of meetings of board of directors or other body
Section 5704 - Place and notice of meetings of members
Section 5705 - Waiver of notice
Section 5706 - Modification of proposal contained in notice
Section 5707 - Exception to requirement of notice
Section 5708 - Use of conference telephone or other electronic technology
Section 5709 - Conduct of members meeting
Section 5711 - Alternative provisions
Section 5712 - Standard of care, justifiable reliance and business judgment rule
Section 5713 - Personal liability of directors
Section 5714 - Presumption of assent
Section 5715 - Exercise of powers generally
Section 5716 - Alternative standard
Section 5717 - Limitation on standing
Section 5719 - Renunciation of corporate opportunities
Section 5721 - Board of directors
Section 5722 - Qualifications of directors
Section 5723 - Number of directors
Section 5724 - Term of office of directors
Section 5725 - Selection of directors
Section 5726 - Removal of directors
Section 5727 - Quorum of and action by directors
Section 5728 - Interested directors or officers; quorum
Section 5729 - Voting rights of directors
Section 5730 - Compensation of directors
Section 5731 - Executive and other committees of the board
Section 5733 - Removal of officers and agents
Section 5733.1 - Officer's standard of care and justifiable reliance
Section 5733.2 - Personal liability of officers
Section 5741 - Third-party actions
Section 5742 - Derivative and corporate actions
Section 5743 - Mandatory indemnification
Section 5744 - Procedure for effecting indemnification
Section 5745 - Advancing expenses
Section 5746 - Supplementary coverage
Section 5747 - Power to purchase insurance
Section 5748 - Application to surviving or new corporations
Section 5749 - Application to employee benefit plans
Section 5750 - Duration and extent of coverage
Section 5751 - Classes and qualifications of membership
Section 5752 - Organization on a stock share basis
Section 5753 - Membership certificates
Section 5754 - Members grouped in local units
Section 5755 - Time of holding meetings of members
Section 5757 - Action by members
Section 5758 - Voting rights of members
Section 5759 - Voting and other action by proxy
Section 5762 - Voting by corporations
Section 5763 - Determination of members of record
Section 5764.1 - Actions by members to enforce a secondary right (Repealed)
Section 5765 - Judges of election
Section 5766 - Consent of members in lieu of meeting
Section 5767 - Appointment of custodian of corporation on deadlock or other cause
Section 5768 - Reduction of membership below stated number
Section 5769 - Termination and transfer of membership
Section 5770 - Voting powers and other rights of certain securityholders and other entities
Section 5781 - Derivative action
Section 5782 - Eligible member plaintiffs and security for costs
Section 5783 - Special litigation committee
Section 5784 - Proceeds and expenses
Section 5791 - Corporate action subject to subchapter