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The Pennsylvania Code website reflects the Pennsylvania Code changes effective through 54 Pa.B. 488 (January 27, 2024).

19 Pa. Code § 23.12. Removal of directors without cause.

§ 23.12. Removal of directors without cause.

 Section 1726(a)(1) and (4) of the BCL (relating to removal of directors) provides that the shareholders of a corporation which does not have a board of directors divided into classes by action of the shareholders have a statutory right to remove the entire board of directors, or a class of the board, or an individual director, without assigning a cause, unless otherwise provided in the articles or a bylaw adopted by the shareholders. The bylaws may not prevent the removal by the unanimous vote or consent of the shareholders entitled to vote thereon. The statement in the articles eliminating this shareholder right of removal usually reads as follows:

  The entire board of directors, any class of the board, or any individual director may be removed from office by the shareholders without assigning any cause only by the unanimous vote or consent of the shareholders entitled to vote thereon.


   The provisions of this §  23.12 adopted April 17, 1992, effective April 18, 1992, 22 Pa.B. 1993.

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