(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 name or title by which they may be designated, elected or appointed and may have such other officers as it may authorize from time to time. The bylaws may prescribe special qualifications for the officers. The president and secretary shall be natural persons of full age. The treasurer may be a corporation, but if a natural person shall be of full age. Unless otherwise restricted in the bylaws, it shall not be necessary for the officers to be directors. Any number of offices may be held by the same person.
(b) Election, appointment and term of office.--The officers shall be elected or appointed at such time, in such manner and for such terms as may be fixed by or pursuant to the bylaws. Unless otherwise provided by or pursuant to the bylaws, each officer shall hold office for a term of one year and until the officer's successor has been selected and qualified or until the officer's earlier death, resignation or removal.
(c) Resignation.--Any officer may resign at any time upon written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as may be specified in the notice of resignation.
(d) Bonding.--The corporation may secure the fidelity of any or all of the officers by bond or otherwise.
(e) Vacancies.--Unless otherwise provided in the bylaws, the board of directors has the power to fill any vacancies in any office occurring from whatever reason.
(f) Authority.--Unless otherwise provided in the bylaws, all officers of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be provided by or pursuant to the bylaws or, in the absence of controlling provisions in the bylaws, as may be determined by or pursuant to actions of the board of directors.
(g) Right to bylaws.--Every officer shall have the right to receive, promptly after demand and without charge, a copy in record form of the currently effective text of the bylaws, but only to the extent reasonably related to the officer's duties.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Nov. 3, 2022, P.L.1971, No.122, eff. 60 days)
1990 Amendment. Act 198 repealed former subsec. (c) and added present subsec. (c).
Structure Pennsylvania Consolidated & Unconsolidated Statutes
Pennsylvania Consolidated & Unconsolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 17 - Officers, Directors and Shareholders
Section 1701 - Applicability of subchapter
Section 1702 - Manner of giving notice
Section 1703 - Place and notice of meetings of board of directors
Section 1704 - Place and notice of meetings of shareholders
Section 1705 - Waiver of notice
Section 1706 - Modification of proposal contained in notice
Section 1707 - Exception to requirement of notice
Section 1708 - Use of conference telephone or other electronic technology
Section 1709 - Conduct of shareholders meeting
Section 1711 - Alternative provisions
Section 1712 - Standard of care, justifiable reliance and business judgment rule
Section 1713 - Personal liability of directors
Section 1714 - Presumption of assent
Section 1715 - Exercise of powers generally
Section 1716 - Alternative standard
Section 1717 - Limitation on standing
Section 1718 - Inconsistent articles ineffective
Section 1719 - Renunciation of business opportunities
Section 1721 - Board of directors
Section 1722 - Qualifications of directors
Section 1723 - Number of directors
Section 1724 - Term of office of directors
Section 1725 - Selection of directors
Section 1726 - Removal of directors
Section 1727 - Quorum of and action by directors
Section 1728 - Interested directors or officers; quorum
Section 1729 - Voting rights of directors
Section 1730 - Compensation of directors
Section 1731 - Executive and other committees of the board
Section 1733 - Removal of officers and agents
Section 1734 - Officer's standard of care and justifiable reliance
Section 1735 - Personal liability of officers
Section 1741 - Third-party actions
Section 1742 - Derivative and corporate actions
Section 1743 - Mandatory indemnification
Section 1744 - Procedure for effecting indemnification
Section 1745 - Advancing expenses
Section 1746 - Supplementary coverage
Section 1747 - Power to purchase insurance
Section 1748 - Application to surviving or new corporations
Section 1749 - Application to employee benefit plans
Section 1750 - Duration and extent of coverage
Section 1755 - Time of holding meetings of shareholders
Section 1757 - Action by shareholders
Section 1758 - Voting rights of shareholders
Section 1759 - Voting and other action by proxy
Section 1760 - Voting by fiduciaries and pledgees
Section 1761 - Voting by joint holders of shares
Section 1762 - Voting by corporations
Section 1763 - Determination of shareholders of record
Section 1765 - Judges of election
Section 1766 - Consent of shareholders in lieu of meeting
Section 1767 - Appointment of custodian of corporation on deadlock or other cause
Section 1768 - Voting trusts and other agreements among shareholders
Section 1769 - Minors as securityholders
Section 1770 - Interested shareholders (Repealed)
Section 1781 - Derivative action
Section 1782 - Eligible shareholder plaintiffs and security for costs
Section 1783 - Special litigation committee
Section 1784 - Proceeds and expenses
Section 1791 - Corporate action subject to subchapter