reglab/housing_qa huggingface dataset:
15 PA Cons Stat § 1792 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 17 - Officers, Directors and Shareholders|Section 1792 - Proceedings prior to corporate action

§ 1792. Proceedings prior to corporate action.   (a) General rule.--Where under applicable law or the bylaws of a business corporation there has been a failure to hold a meeting to take corporate action and the failure has continued for 30 days after the date designated or appropriate therefor, the court may summarily order a meeting to be held upon the application of any person entitled, either alone or in conjunction with other persons similarly seeking relief under this section, to call a meeting to consider the corporate action in issue.  (b) Conduct of meeting.--The court may determine the right to vote at the meeting of persons claiming that right, may appoint a master to hold the meeting under such orders and powers as the court deems proper and may take such action as may be required to give due notice of the meeting and to convene and conduct the meeting in the interests of justice.  (c) Cross reference.--See section 3138 (relating to judicial supervision of corporate action).  (Dec. 19, 1990, P.L.834, No.198, eff. imd.)    1990 Amendment. Act 198 amended subsec. (c).  Cross References. Section 1792 is referred to in section 1793 of this title.
15 PA Cons Stat § 1793 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 17 - Officers, Directors and Shareholders|Section 1793 - Review of contested corporate action

§ 1793. Review of contested corporate action.   (a) General rule.--Upon application of any person aggrieved by any corporate action, the court may hear and determine the validity of the corporate action.  (b) Powers and procedures.--The court may make such orders in any such case as may be just and proper, with power to enforce the production of any books, papers and records of the corporation and other relevant evidence that may relate to the issue. The court shall provide for notice of the pendency of the proceedings under this section to all persons affected thereby. If it is determined that no valid corporate action has been taken, the court may order a meeting to be held in accordance with section 1792 (relating to proceedings prior to corporate action).  (c) Cross reference.--See section 3138 (relating to judicial supervision of corporate action).  (Dec. 19, 1990, P.L.834, No.198, eff. imd.)    1990 Amendment. Act 198 amended subsec. (c).
15 PA Cons Stat § 1901 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 19 - Fundamental Changes|Section 1901 - Omission of certain provisions from filed plans (Deleted by amendment)

§ 1901. Omission of certain provisions from filed plans (Deleted by amendment).   2014 Amendment. Section 1901 was deleted by amendment October 22, 2014, P.L.2640, No.172 effective July 1, 2015.
15 PA Cons Stat § 1902 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 19 - Fundamental Changes|Section 1902 - Statement of termination

§ 1902. Statement of termination. (a) General rule.--If articles of amendment have been filed in the department prior to the termination of the amendment pursuant to provisions therefor set forth in the resolution or petition relating to the amendment, the termination shall not be effective unless the corporation shall, prior to the time the amendment is to become effective, file in the department a statement of termination. The statement of termination shall be signed by the corporation that filed the amendment and shall set forth:  (1) A copy of the articles of amendment. (2) A statement that the amendment has been terminated in accordance with the provisions therefor set forth therein.  (b) Cross references.--See sections 134 (relating to docketing statement) and 138 (relating to statement of correction).  (Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)   2014 Amendment. Act 172 amended subsec. (a).  Cross References. Section 1902 is referred to in sections 1522, 1914 of this title.
15 PA Cons Stat § 1904 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 19 - Fundamental Changes|Section 1904 - De facto transaction doctrine abolished

§ 1904. De facto transaction doctrine abolished. The doctrine of de facto mergers, consolidations and other fundamental transactions is abolished and the rules laid down by Bloch v. Baldwin Locomotive Works, 75 Pa. D. & C. 24 (C.P. Del. Cty. 1950), and Marks v. The Autocar Co., 153 F.Supp. 768 (E.D. Pa. 1954), and similar cases are overruled. A transaction that in form satisfies the requirements of this title may be challenged by reason of its substance only to the extent permitted by section 1105 (relating to restriction on equitable relief).  (Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
15 PA Cons Stat § 1905 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 19 - Fundamental Changes|Section 1905 - Proposal of fundamental transactions

§ 1905. Proposal of fundamental transactions. Where any provision of this chapter requires that an amendment of the articles or the dissolution of a business corporation be proposed or approved by action of the board of directors, that requirement shall be construed to authorize and be satisfied by the written agreement or consent of all of the shareholders of the corporation entitled to vote thereon.  (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
15 PA Cons Stat § 1907 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 19 - Fundamental Changes|Section 1907 - Purpose of fundamental transactions

§ 1907. Purpose of fundamental transactions.  A transaction under this chapter does not require an independent business purpose in order for the transaction to be lawful. (July 9, 2013, P.L.476, No.67, eff. 60 days)    2013 Amendment. Act 67 added section 1907.
15 PA Cons Stat § 1908 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 19 - Fundamental Changes|Section 1908 - Submission of matters to shareholders

§ 1908. Submission of matters to shareholders. A business corporation may agree, in record form, to submit an amendment or other matter to its shareholders whether or not the board of directors determines, at any time after approving the matter, that the matter is no longer advisable and recommends that the shareholders reject or vote against it, regardless of whether the board of directors changes its recommendation. If a corporation so agrees to submit a matter to its shareholders, the matter is deemed to have been validly adopted by the corporation when it has been approved by the shareholders.  (July 9, 2013, P.L.476, No.67, eff. 60 days; Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)
15 PA Cons Stat § 1911 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 19 - Fundamental Changes|Section 1911 - Amendment of articles authorized

§ 1911. Amendment of articles authorized. (a) General rule.--A business corporation, in the manner provided in this subchapter, may from time to time amend its articles for one or more of the following purposes:  (1) To adopt a new name, subject to the restrictions provided in this subpart. (2) To modify any provision of the articles relating to its term of existence. (3) To change, add to or diminish its purposes or to set forth different or additional purposes.  (4) To cancel or otherwise affect the right of holders of the shares of any class or series to receive dividends that have accrued but have not been declared or to otherwise effect a reclassification of or otherwise affect the substantial rights of the holders of any shares, including, without limitation, by providing special treatment of shares held by any shareholder or group of shareholders consistent with section 1906 (relating to special treatment of holders of shares of same class or series).  (5) To restate the articles in their entirety. (6) In any and as many other respects as desired. (b) Exceptions.--An amendment adopted under this section shall not amend articles in such a way that as so amended they would not be authorized by this subpart as original articles of incorporation except that:  (1) Restated articles shall, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), state the address of the current instead of the initial registered office of the corporation in this Commonwealth and need not state the names and addresses of the incorporators.  (2) The corporation shall not be required to revise any other provision of its articles if the provision is valid and operative immediately prior to the filing of the amendment in the Department of State.  (c) Cross reference.--See section 1521(b)(1)(i) (relating to provisions specifically authorized).  (Dec. 19, 1990, P.L.834, No.198, eff. imd.; July 9, 2013, P.L.476, No.67, eff. 60 days)    2013 Amendment. Act 67 amended subsec. (a)(4).  1990 Amendment. Act 198 amended subsec. (a) and added subsec. (c).  Cross References. Section 1911 is referred to in section 2305 of this title.
15 PA Cons Stat § 1912 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 19 - Fundamental Changes|Section 1912 - Proposal of amendments

§ 1912. Proposal of amendments.   (a) General rule.--Every amendment of the articles of a business corporation shall be proposed: (1) by the adoption by the board of directors of a resolution setting forth the proposed amendment; or (2) unless otherwise provided in the articles, by petition of shareholders entitled to cast at least 10% of the votes that all shareholders are entitled to cast thereon, setting forth the proposed amendment, which petition shall be directed to the board of directors and filed with the secretary of the corporation. Except where the approval of the shareholders is unnecessary under this subchapter, the board of directors shall direct that the proposed amendment be submitted to a vote of the shareholders entitled to vote thereon. An amendment proposed pursuant to paragraph (2) shall be submitted to a vote either at the next annual meeting held not earlier than 120 days after the amendment is proposed or at a special meeting of the shareholders called for that purpose by the shareholders. See sections 1106(b)(4) (relating to uniform application of subpart) and 2535 (relating to proposal of amendment to articles).  (b) Form of amendment.--The resolution or petition shall contain the language of the proposed amendment of the articles: (1) by setting forth the existing text of the articles or the provision thereof that is proposed to be amended, with brackets around language that is to be deleted and underscoring under language that is to be added; or (2) by providing that the articles shall be amended so as to read as therein set forth in full, or that any provision thereof be amended so as to read as therein set forth in full, or that the matter stated in the resolution or petition be added to or stricken from the articles.  (c) Terms of amendment.--The resolution or petition may set forth the manner and basis of reclassifying the shares of the corporation. Any of the terms of a plan of reclassification or other action contained in an amendment may be made dependent upon facts ascertainable outside of the amendment if the manner in which the facts will operate upon the terms of the amendment is set forth in the amendment. Such facts may include, without limitation, actions or events within the control of or determinations made by the corporation or a representative of the corporation.  (Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001, P.L.418, No.34, eff. 60 days)    2001 Amendment. Act 34 added subsec. (c).  1990 Amendment. Act 198 amended subsec. (a).  Cross References. Section 1912 is referred to in sections 1106, 1914 of this title.
15 PA Cons Stat § 1913 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 19 - Fundamental Changes|Section 1913 - Notice of meeting of shareholders

§ 1913. Notice of meeting of shareholders.   (a) General rule.--Notice in record form of the meeting of shareholders of a business corporation that will act on the proposed amendment must be given to each shareholder entitled to vote thereon. The notice must include the proposed amendment or a summary of the changes to be effected thereby and, if Subchapter D of Chapter 15 (relating to dissenters rights) is applicable, the text of that subchapter.  (b) Cross references.--See Subchapter A of Chapter 17 (relating to notice and meetings generally) and section 2528 (relating to notice of shareholder meetings). (Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days)
15 PA Cons Stat § 1915 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 19 - Fundamental Changes|Section 1915 - Articles of amendment

§ 1915. Articles of amendment.  Upon the adoption of an amendment by a business corporation, as provided in this subchapter, articles of amendment shall be executed by the corporation and shall set forth: (1) The name of the corporation and, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office. (2) The statute under which the corporation was incorporated and the date of incorporation. (3) If the amendment is to be effective on a specified date, the hour, if any, and the month, day and year of the effective date. (4) The manner in which the amendment was adopted by the corporation. (5) The amendment adopted by the corporation, which shall be set forth in full. (6) If the amendment effects a restatement of the articles, a statement that the restated articles supersede the original articles and all amendments thereto.    Cross References. Section 1915 is referred to in sections 2104, 2704, 2722, 2904, 7104 of this title.
15 PA Cons Stat § 1916 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 19 - Fundamental Changes|Section 1916 - Filing and effectiveness of articles of amendment

§ 1916. Filing and effectiveness of articles of amendment.   (a) Filing.--The articles of amendment of a business corporation shall be filed in the Department of State. See section 134 (relating to docketing statement).  (b) Effectiveness.--Upon the filing of the articles of amendment in the department or upon the effective date specified in the articles of amendment, whichever is later, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly. An amendment shall not affect any existing cause of action in favor of or against the corporation, or any pending action or proceeding to which the corporation is a party, or the existing rights of persons other than shareholders. If the corporate name is changed by the amendment, an action brought by or against the corporation under its former name shall not be abated for that reason.
15 PA Cons Stat § 1971 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 19 - Fundamental Changes|Section 1971 - Voluntary dissolution by shareholders or incorporators

§ 1971. Voluntary dissolution by shareholders or incorporators. (a) General rule.--The shareholders or incorporators of a business corporation that has never transacted business or held assets other than money received from subscriptions for shares may effect the dissolution of the corporation by filing articles of dissolution in the Department of State. The articles of dissolution shall be executed in the name of the corporation by a majority of the incorporators or a majority in interest of the shareholders and shall set forth:  (1) The name of the corporation and, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office.  (2) The statute under which the corporation was incorporated and the date of incorporation. (3) That the corporation has never transacted business or held assets other than money received from subscriptions for shares.  (4) That the amount, if any, actually paid in on subscriptions for its shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto.  (5) That all liabilities of the corporation have been discharged or that adequate provision has been made therefor.  (6) That a majority of the incorporators or a majority in interest of the shareholders elect that the corporation be dissolved.  (b) Filing.--The articles of dissolution shall be filed in the Department of State. See section 134 (relating to docketing statement).  (c) Effect.--Upon the filing of the articles of dissolution, the existence of the corporation shall cease.  (Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)   2016 Amendment. Act 170 amended subsec. (a).  Cross References. Section 1971 is referred to in section 139 of this title.
15 PA Cons Stat § 1972 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 19 - Fundamental Changes|Section 1972 - Proposal of voluntary dissolution

§ 1972. Proposal of voluntary dissolution.   (a) General rule.--Any business corporation that has commenced business may dissolve voluntarily in the manner provided in this subchapter and wind up its affairs in the manner provided in section 1975 (relating to predissolution provision for liabilities) or Subchapter H (relating to postdissolution provision for liabilities). Voluntary dissolution shall be proposed by the adoption by the board of directors of a resolution recommending that the corporation be dissolved voluntarily. The resolution shall contain a statement either that the dissolution shall proceed under section 1975 or that the dissolution shall proceed under Subchapter H. The resolution may set forth provisions for the distribution to shareholders of any surplus remaining after paying or providing for all liabilities of the corporation, including provisions for special treatment of shares held by any shareholder or group of shareholders as authorized by, and subject to the provisions of, section 1906 (relating to special treatment of holders of shares of same class or series).  (b) Submission to shareholders.--The board of directors shall direct that the resolution recommending dissolution be submitted to a vote of the shareholders of the corporation entitled to vote thereon at a regular or special meeting of the shareholders.  (c) Cross reference.--See section 1974(d) (relating to amendment of winding-up election). (Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days)    2001 Amendment. Act 34 amended subsecs. (a) and (b).  1992 Amendment. Act 169 amended subsec. (a) and added subsec. (c).  Cross References. Section 1972 is referred to in sections 1906, 1975, 1997 of this title.
15 PA Cons Stat § 1973 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 19 - Fundamental Changes|Section 1973 - Notice of meeting of shareholders

§ 1973. Notice of meeting of shareholders.   (a) General rule.--Notice in record form of the meeting of shareholders that will consider the resolution recommending dissolution of the business corporation must be given to each shareholder of record entitled to vote thereon. The purpose of the meeting must be stated in the notice.  (b) Cross references.--See Subchapter A of Chapter 17 (relating to notice and meetings generally) and section 2528 (relating to notice of shareholder meetings). (Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days)
15 PA Cons Stat § 1974 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 19 - Fundamental Changes|Section 1974 - Adoption of proposal

§ 1974. Adoption of proposal.   (a) General rule.--The resolution shall be adopted upon receiving the affirmative vote of a majority of the votes cast by all shareholders of the business corporation entitled to vote thereon and, if any class of shares is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote. A proposal for the voluntary dissolution of a corporation shall not be deemed to have been adopted by the corporation unless it has also been recommended by resolution of the board of directors, regardless of the fact that the board has directed or suffered the submission of such a proposal to the shareholders for action.  (b) Termination of proposal.--Prior to the time when articles of dissolution are filed in the Department of State, the proposal may be terminated pursuant to provisions therefor, if any, set forth in the resolution.  (c) Action rescinding election to dissolve.--Prior to the time when articles of dissolution are filed in the department, any business corporation may rescind its election to dissolve in the same manner and by the same procedure as that provided in this subchapter for the election of a corporation to dissolve voluntarily.  (d) Amendment of winding-up election.--If the resolution with respect to voluntary dissolution so provides, an election to proceed under section 1975 (relating to predissolution provision for liabilities) or Subchapter H (relating to postdissolution provision for liabilities) may be reversed by the board of directors prior to the time when articles of dissolution are filed in the department, notwithstanding the adoption by the shareholders of the proposal for voluntary dissolution.  (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 added subsec. (d).  1990 Amendment. Act 198 amended subsec. (a).  Cross References. Section 1974 is referred to in section 1972 of this title.