Pennsylvania § 2332 - Management by shareholders.
Full text of Pennsylvania Pennsylvania Consolidated Statutes § 2332 — Management by shareholders., with citation guidance and answers to common questions.
§ 2332. Management by shareholders.
(a) General rule.--A bylaw of a statutory close corporation adopted by the shareholders may provide that the business and affairs of the corporation shall be managed by or under the direction of the shareholders of the corporation rather than by or under the direction of a board of directors. So long as such a provision continues in effect:
(1) Meetings of shareholders need not be called to elect directors.
(2) Unless the context clearly requires otherwise, the shareholders of the corporation shall be deemed to be directors for purposes of applying provisions of this subpart.
(3) The shareholders of the corporation shall be subject to all liabilities imposed and shall enjoy all rights and immunities conferred by law on directors.
(b) Procedure.--Such a provision may be inserted in the articles or bylaws by amendment if all incorporators or all shareholders, regardless of any limitations stated in the articles or bylaws on the voting rights of any class, authorize the provision. An amendment to the articles or bylaws to delete the provision shall be adopted and shall become effective in accordance with Subchapter B of Chapter 19 (relating to amendment of articles) or section 1504 (relating to adoption, amendment and contents of bylaws) except that the holders of shares of every class shall be entitled to vote on the amendment regardless of any limitations stated in the articles or bylaws on the voting rights of any class.
(c) Notice on shares.--If the articles or bylaws contain a provision authorized by this section, the existence of the provision shall be noted conspicuously on every share certificate issued by the corporation unless the certificate complies with section 2321(c) (relating to notice of statutory close corporation status).
Cross References. Section 2332 is referred to in sections 102, 1504, 2301 of this title.
Frequently Asked Questions About Pennsylvania § 2332
What does Pennsylvania Consolidated Statutes § 2332 cover?
Section 2332 ("Management by shareholders.") is part of the Pennsylvania Consolidated Statutes, the codified statutory law of Pennsylvania. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Pennsylvania § 2332?
A common citation format is "Pennsylvania Consolidated Statutes § 2332" (Pennsylvania). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Pennsylvania law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Pennsylvania official source linked on this page or consult a licensed Pennsylvania attorney.
How does Pennsylvania § 2332 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Pennsylvania can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Pennsylvania.