(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 exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding that office. Section 1728 (relating to interested directors or officers; quorum) and, in the case of a registered corporation, section 2538 (relating to approval of transactions with interested shareholders) shall be applicable to any bylaw, contract or transaction authorized by the directors under this section. A corporation may create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification obligations, whether arising under or pursuant to this section or otherwise.
(b) When indemnification is not to be made.--Indemnification pursuant to subsection (a) shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. The articles may not provide for indemnification in the case of willful misconduct or recklessness.
(c) Grounds.--Indemnification pursuant to subsection (a) under any bylaw, agreement, vote of shareholders or directors or otherwise may be granted for any action taken and may be made whether or not the corporation would have the power to indemnify the person under any other provision of law except as provided in this section and whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the corporation. Such indemnification is declared to be consistent with the public policy of this Commonwealth.
(d) Cross references.--(Deleted by amendment).
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 7, 1994, P.L.703, No.106, eff. 60 days)
1994 Amendment. Act 106 amended subsec. (c).
1990 Amendment. Act 198 amended subsecs. (a) and (b) and deleted subsec. (d).
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