(a) General rule.--Except as provided in subsections (b) and (c), the shareholders of a registered corporation described in subsection 2502(1) (relating to registered corporation status) do not have the right to call a special meeting of the shareholders. (b) Exception.--An interested shareholder (as defined in section 2553 (relating to interested shareholder)) may call a special meeting of shareholders for the purpose of approving a business combination under section 2555(3) or (4) (relating to requirements relating to certain business combinations). (c) Contrary articles provision.--A provision of the articles of a registered corporation described in section 2502(1) that gives shareholders the right to call a special meeting of the shareholders and: (1) is adopted after July 1, 2015, may provide that a special meeting may be called only by shareholders entitled to cast 25% or more of the votes that all shareholders would be entitled to cast at the meeting; or (2) was adopted on or before July 1, 2015, is enforceable in accordance with its terms. (Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015; Nov. eholders would be entitled to cast at the meeting; or (2) was adopted on or before July 1, 2015, is enforceable in accordance with its terms. (Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) Cross References. Section 2521 is referred to in sections 1755, 2501 of this title.
Pennsylvania Legal Code