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Personal liability of directors - 15 Pa. Cons. Stat. § 513Legal Research Home > Pennsylvania Statutes Sponsored Links
§ 513. Personal liability of directors.
(a) General rule.--If a bylaw adopted by the shareholders
entitled to vote or members entitled to vote of a domestic
corporation so provides, a director shall not be personally
liable, as such, for monetary damages for any action taken
unless:
(1) the director has breached or failed to perform the
duties of his office under this subchapter; and
(2) the breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.
(b) Exceptions.--Subsection (a) shall not apply to:
(1) the responsibility or liability of a director
pursuant to any criminal statute; or
(2) the liability of a director for the payment of taxes
pursuant to Federal, State or local law.
(c) Cross reference.--See 42 Pa.C.S. § 8332.5 (relating to
corporate representatives).
Cross References. Section 513 is referred to in section 712
of Title 17 (Credit Unions).
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Last modified: November 27, 2007 |