(a) Presiding officer.-- There shall be a presiding officer at every meeting of the shareholders. The presiding officer shall be appointed in the manner provided in the bylaws or, in the absence of such provision, by the board of directors. If the bylaws are silent on the appointment of the presiding officer and the board fails to designate a presiding officer, the president shall be the presiding officer. (b) Authority of the presiding officer.-- Except as otherwise provided in the bylaws, the presiding officer shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting if the board of directors has not determined the order of business or established the rules. (c) Procedural standard.-- Any rules adopted for, and the conduct of, a meeting must be fair to the shareholders. (d) Closing of the polls.-- The presiding officer shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes, nor any revocations or changes thereto, may be accepted. SUBCHAPTER B FIDUCIARY DUTY Sec. 1711. Alternative provisions. 1712. Standard of care, justifiable reliance and business judgment rule. 1713. Personal liability of directors. 1714. Presumption of assent. 1715. Exercise of powers generally. 1716. Alternative standard. 1717. Limitation on standing. 1718. Inconsistent articles ineffective. 1719. Renunciation of business opportunities. Prior Provisions. Former Subchapter B, which related to directors and officers, was added December 21, 1988, P.L.1444, No.177, and relettered to Subchapter C December 19, 1990, P.L.834, No.198, effective immediately.
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