(a) General rule.--Unless otherwise provided in a bylaw adopted by the members:
(1) In advance of any meeting of members of a nonprofit corporation, the board of directors or other body may appoint judges of election, who need not be members, to act at the meeting or any adjournment thereof. If judges of election are not so appointed, the presiding officer of the meeting may, and on the request of any member shall, appoint judges of election at the meeting. The number of judges shall be one or three. A person who is a candidate for office to be filled at the meeting shall not act as a judge.
(2) In case any person appointed as judge fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the board of directors or other body in advance of the convening of the meeting, or at the meeting by the presiding officer thereof.
(3) The judges of election shall determine the number of members of record and the voting power of each, the members present at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, if voting by proxy is permitted under the bylaws, receive votes or ballots, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes, determine the result and perform the acts as may be proper to conduct the election or vote with fairness to all members. The judges of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three judges of election, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all.
(4) On request of the presiding officer of the meeting, or of any member, the judges shall make a report in writing of any challenge or question or matter determined by them, and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated therein.
(b) Cross reference.--See section 6145 (relating to applicability of certain safeguards to foreign domiciliary corporations).
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment. Act 67 renumbered and amended former section 5765 to section 5768 and renumbered and amended former section 5762 to section 5765.
Cross References. Section 5765 is referred to in sections 5504, 6145 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