1765 - Judges of election.

     § 1765.  Judges of election.        (a)  General rule.--Unless otherwise provided in a bylaw     adopted by the shareholders:            (1)  Appointment.--In advance of any meeting of        shareholders of a business corporation, the board of        directors may appoint judges of election, who need not be        shareholders, to act at the meeting or any adjournment        thereof. If judges of election are not so appointed, the        presiding officer of the meeting may, and on the request of        any shareholder shall, appoint judges of election at the        meeting. The number of judges shall be one or three. A person        who is a candidate for office to be filled at the meeting        shall not act as a judge.            (2)  Vacancies.--In case any person appointed as a judge        fails to appear or fails or refuses to act, the vacancy may        be filled by appointment made by the board of directors in        advance of the convening of the meeting or at the meeting by        the presiding officer thereof.            (3)  Duties.--The judges of election shall determine the        number of shares outstanding and the voting power of each,        the shares represented at the meeting, the existence of a        quorum, the authenticity, validity and effect of proxies,        receive votes or ballots, hear and determine all challenges        and questions in any way arising in connection with the right        to vote, count and tabulate all votes, determine the result        and do such acts as may be proper to conduct the election or        vote with fairness to all shareholders. The judges of        election shall perform their duties impartially, in good        faith, to the best of their ability and as expeditiously as        is practical. If there are three judges of election, the        decision, act or certificate of a majority shall be effective        in all respects as the decision, act or certificate of all.            (4)  Report.--On request of the presiding officer of the        meeting, or of any shareholder, the judges shall make a        report in writing of any challenge or question or matter        determined by them, and execute a certificate of any fact        found by them. Any report or certificate made by them shall        be prima facie evidence of the facts stated therein.        (b)  Cross reference.--See section 3136 (relating to judges     of election).     (Dec. 19, 1990, P.L.834, No.198, eff. imd.)        Cross References.  Section 1765 is referred to in sections     1504, 3136 of this title.