


                               SUBCHAPTER B
                    FIDUCIARY DUTY AND INDEMNIFICATION

     Sec.
     511.  Application and effect of subchapter.
     512.  Standard of care and justifiable reliance.
     513.  Personal liability of directors.
     514.  Notation of dissent.
     515.  Exercise of powers generally.
     516.  Alternative standard.
     517.  Limitation on standing.
     518.  Nonexclusivity and supplementary coverage.

        Enactment.  Subchapter B was added December 19, 1990,
     P.L.834, No.198, effective immediately.
        Prior Provisions.  Former Subchapter B, which related to
     indemnification and corporate directors' liability, was added
     December 21, 1988, P.L.1444, No.177, and repealed December 19,
     1990, P.L.834, No.198, effective immediately.
        Special Provisions in Appendix.  See section 404(b) of Act
     198 of 1990 in the appendix to this title for special provisions
     relating to applicability.
        Cross References.  Subchapter B is referred to in section
     8332.5 of Title 42 (Judiciary and Judicial Procedure).
     § 511.  Application and effect of subchapter.
        (a)  General rule.--This subchapter shall apply to and the
     terms "corporation" or "domestic corporation" in this subchapter
     shall mean a domestic corporation except:
            (1)  A business corporation as defined in section 1103
        (relating to definitions).
            (2)  A nonprofit corporation as defined in section 5103
        (relating to definitions).
        (b)  Alternative provisions.--Section 516 (relating to
     alternative standard) shall not be applicable to any corporation
     to which section 515 (relating to exercise of powers generally)
     is applicable. Section 515 shall be applicable to any
     corporation except a corporation:
            (1)  the bylaws of which, by amendment adopted by the
        board of directors on or before July 26, 1990, and not
        subsequently rescinded by an articles amendment, explicitly
        provide that section 515 or corresponding provisions of prior
        law shall not be applicable to the corporation; or
            (2)  the articles of which explicitly provide that
        section 515 or corresponding provisions of prior law shall
        not be applicable to the corporation.

        Cross References.  Section 511 is referred to in sections
     515, 516, 1711 of this title.

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Last modified: November 27, 2007