Under § 1759(b) of the Pennsylvania Business Corporation Law (BCL), a proxy must be properly executed or authenticated by the shareholder or by the shareholder’s authorized attorney-in-fact. This may be done (i) in writing or (ii) electronically, if the transmission sets forth or utilizes a confidential and unique identification number or other mark furnished by the company to the shareholder for the purposes of a particular meeting. BCL § 1702(a) also permits notices of shareholder meetings to be given by e-mail or other means of electronic communication if the shareholder has given the company an address for that purpose. Under the BCL, any notice submitted electronically is deemed to have been given when sent. Before sending notices by e-mail or other means of electronic communication, companies should ensure that their bylaws permit this practice.
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