15 Pennsylvania Consolidated Statutes Chapter 17 - Officers, Directors And Shareholders
Subchapter A. Notice and Meetings Generally
Subchapter B. Fiduciary Duty
- Section 1711 - Alternative Provisions
(a) General rule.--Section 1716 (relating to alternative standard) shall not be applicable to any business corporation to which section 1715 (relating to exercise of...
- Section 1712 - Standard Of Care And Justifiable Reliance
(a) Directors.--A director of a business corporation shall stand in a fiduciary relation to the corporation and shall perform his duties as a director,...
- Section 1713 - Personal Liability Of Directors
(a) General rule.--If a bylaw adopted by the shareholders of a business corporation so provides, a director shall not be personally liable, as such,...
- Section 1714 - Notation Of Dissent
A director of a business corporation who is present at a meeting of its board of directors, or of a committee of the board,...
- Section 1715 - Exercise Of Powers Generally
(a) General rule.--In discharging the duties of their respective positions, the board of directors, committees of the board and individual directors of a business...
- Section 1716 - Alternative Standard
(a) General rule.--In discharging the duties of their respective positions, the board of directors, committees of the board and individual directors of a business...
- Section 1717 - Limitation On Standing
The duty of the board of directors, committees of the board and individual directors under section 1712 (relating to standard of care and justifiable...
- Section 1718 - Inconsistent Articles Ineffective
Except as otherwise expressly provided in this subchapter, the articles may not contain any provision that relaxes, restricts, is inconsistent with or supersedes any...
Subchapter C. Directors and Officers
- Section 1721 - Board Of Directors
(a) General rule.--Unless otherwise provided by statute or in a bylaw adopted by the shareholders, all powers enumerated in section 1502 (relating to general...
- Section 1722 - Qualifications Of Directors
(a) General rule.--Each director of a business corporation shall be a natural person of full age who, unless otherwise restricted in the bylaws, need...
- Section 1723 - Number Of Directors
(a) General rule.--The board of directors of a business corporation shall consist of one or more members. The number of directors shall be fixed...
- Section 1724 - Term Of Office Of Directors
(a) General rule.--Each director of a business corporation shall hold office until the expiration of the term for which he was selected and until...
- Section 1725 - Selection Of Directors
(a) General rule.--Except as otherwise provided in this section, directors of a business corporation, other than those constituting the first board of directors, shall...
- Section 1726 - Removal Of Directors
(a) Removal by the shareholders.-- (1) Unless otherwise provided in a bylaw adopted by the shareholders, the entire board of directors, or a class...
- Section 1727 - Quorum Of And Action By Directors
(a) General rule.--Unless otherwise provided in the bylaws, a majority of the directors in office of a business corporation shall be necessary to constitute...
- Section 1728 - Interested Directors Or Officers; Quorum
(a) General rule.--A contract or transaction between a business corporation and one or more of its directors or officers or between a business corporation...
- Section 1729 - Voting Rights Of Directors
(a) General rule.--Unless otherwise provided in a bylaw adopted by the shareholders, every director of a business corporation shall be entitled to one vote....
- Section 1730 - Compensation Of Directors
Except as otherwise restricted in the bylaws, the board of directors of a business corporation shall have the authority to fix the compensation of...
- Section 1731 - Executive And Other Committees Of The Board
(a) Establishment and powers.--Unless otherwise restricted in the bylaws: (1) The bylaws or the board of directors of a business corporation may establish one...
- Section 1732 - Officers
(a) General rule.--Every business corporation shall have a president, a secretary and a treasurer, or persons who shall act as such, regardless of the...
- Section 1733 - Removal Of Officers And Agents
Any officer or agent of a business corporation may be removed by the board of directors with or without cause. The removal shall be...
Subchapter D. Indemnification
- Section 1741 - Third-party Actions
Unless otherwise restricted in its bylaws, a business corporation shall have power to indemnify any person who was or is a party or is...
- Section 1742 - Derivative And Corporate Actions
Unless otherwise restricted in its bylaws, a business corporation shall have power to indemnify any person who was or is a party, or is...
- Section 1743 - Mandatory Indemnification
To the extent that a representative of a business corporation has been successful on the merits or otherwise in defense of any action or...
- Section 1744 - Procedure For Effecting Indemnification
Unless ordered by a court, any indemnification under section 1741 (relating to third-party actions) or 1742 (relating to derivative and corporate actions) shall be...
- Section 1745 - Advancing Expenses
Expenses (including attorneys' fees) incurred in defending any action or proceeding referred to in this subchapter may be paid by a business corporation in...
- Section 1746 - Supplementary Coverage
(a) General rule.--The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this subchapter shall not be deemed...
- Section 1747 - Power To Purchase Insurance
Unless otherwise restricted in its bylaws, a business corporation shall have power to purchase and maintain insurance on behalf of any person who is...
- Section 1748 - Application To Surviving Or New Corporations
(a) General rule.--Except as provided in subsection (b), for the purposes of this subchapter, references to "the corporation" include all constituent corporations absorbed in...
- Section 1749 - Application To Employee Benefit Plans
For purposes of this subchapter: (1) References to "other enterprises" shall include employee benefit plans and references to "serving at the request of the...
- Section 1750 - Duration And Extent Of Coverage
The indemnification and advancement of expenses provided by, or granted pursuant to, this subchapter shall, unless otherwise provided when authorized or ratified, continue as...
Subchapter E. Shareholders
- Section 1755 - Time Of Holding Meetings Of Shareholders
(a) Regular meetings.--The bylaws of a business corporation may provide for the number and the time of meetings of shareholders. Except as otherwise provided...
- Section 1756 - Quorum
(a) General rule.--A meeting of shareholders of a business corporation duly called shall not be organized for the transaction of business unless a quorum...
- Section 1757 - Action By Shareholders
(a) General rule.--Except as otherwise provided in this title or in a bylaw adopted by the shareholders, whenever any corporate action is to be...
- Section 1758 - Voting Rights Of Shareholders
(a) General rule.--Unless otherwise provided in the articles, every shareholder of a business corporation shall be entitled to one vote for every share standing...
- Section 1759 - Voting And Other Action By Proxy
(a) General rule.-- (1) Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action without...
- Section 1760 - Voting By Fiduciaries And Pledgees
Shares of a business corporation standing in the name of a trustee or other fiduciary and shares held by an assignee for the benefit...
- Section 1761 - Voting By Joint Holders Of Shares
(a) General rule.--Where shares of a business corporation are held jointly or as tenants in common by two or more persons, as fiduciaries or...
- Section 1762 - Voting By Corporations
(a) Voting in business corporation matters.--Any other domestic or foreign corporation for profit or not-for-profit that is a shareholder of a business corporation may...
- Section 1763 - Determination Of Shareholders Of Record
(a) Fixing record date.--Unless otherwise restricted in the bylaws, the board of directors of a business corporation may fix a time prior to the...
- Section 1764 - Voting Lists
(a) General rule.--The officer or agent having charge of the transfer books for shares of a business corporation shall make a complete list of...
- Section 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,...
- Section 1766 - Consent Of Shareholders In Lieu Of Meeting
(a) Unanimous consent.--Unless otherwise restricted in the bylaws, any action required or permitted to be taken at a meeting of the shareholders or of...
- Section 1767 - Appointment Of Custodian Of Corporation On Deadlock Or Other Cause
(a) General rule.--Except as provided in subsection (b), upon application of any shareholder, the court may appoint one or more persons to be custodians...
- Section 1768 - Voting Trusts And Other Agreements Among Shareholders
(a) Voting trusts.--One or more shareholders of any business corporation may, by agreement in writing, transfer all or part of their shares to any...
- Section 1769 - Minors As Securityholders
(a) General rule.--A business corporation may treat a minor who holds shares or obligations of the corporation as having capacity to receive and to...
- Section 1770 - Interested Shareholders (Repealed)
§ 1770. Interested shareholders (Repealed). 1990 Repeal. Section 1770 was repealed December 19, 1990, P.L.834, No.198, effective immediately.
Subchapter F. Derivative Actions
Subchapter G. Judicial Supervision of Corporate Action
Last modified: October 8, 2016