(a) Removal by the members.--
(1) Unless otherwise provided in a bylaw adopted by the members, the entire board of directors, or a class of the board where the board is classified with respect to the power to select directors, or any individual director of a nonprofit corporation may be removed from office without assigning any cause by the vote of members, or a class of members, entitled to elect directors, or the class of directors. In case the board or a class of the board or any one or more directors are so removed, new directors may be elected at the same meeting.
(2) An individual director shall not be removed, unless the entire board or class of the board is removed, from the board of a corporation in which members are entitled to vote cumulatively for the board or a class of the board if sufficient votes are cast against the resolution for removal of the director which, if cumulatively voted at an annual or other regular election of directors, would be sufficient to elect one or more directors to the board or to the class.
(b) Removal by the board.--Unless otherwise provided in a bylaw adopted by the members, the board of directors may declare vacant the office of a director who has been judicially declared of unsound mind or who has been convicted of an offense punishable by imprisonment for a term of more than one year, or for any other proper cause which the bylaws may specify, or if, within 60 days, or other time as the bylaws may specify, after notice of selection, a director does not accept the office either in writing or by attending a meeting of the board of directors and fulfill the other requirements of qualification as the bylaws may specify.
(c) Removal by the court.--Upon application of any member or director, the court may remove from office any director in case of fraudulent or dishonest acts, or gross abuse of authority or discretion with reference to the corporation, or for any other proper cause, and may bar from office any director so removed for a period prescribed by the court. The corporation shall be made a party to the action and, as a prerequisite to the maintenance of an action under this subsection, a member shall comply with Subchapter G (relating to judicial supervision of corporate action).
(d) Effect of reinstatement.--An act of the board done during the period when a director has been suspended or removed for cause shall not be impugned or invalidated if the suspension or removal is thereafter rescinded by the members or by the board or by the final judgment of a court.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
Cross References. Section 5726 is referred to in section 5504 of this title.
Structure Pennsylvania Consolidated & Unconsolidated Statutes
Pennsylvania Consolidated & Unconsolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 57 - Officers, Directors and Members
Section 5701 - Applicability of subchapter
Section 5702 - Manner of giving notice
Section 5702.1 - Optional procedures for giving of notice (Repealed)
Section 5703 - Place and notice of meetings of board of directors or other body
Section 5704 - Place and notice of meetings of members
Section 5705 - Waiver of notice
Section 5706 - Modification of proposal contained in notice
Section 5707 - Exception to requirement of notice
Section 5708 - Use of conference telephone or other electronic technology
Section 5709 - Conduct of members meeting
Section 5711 - Alternative provisions
Section 5712 - Standard of care, justifiable reliance and business judgment rule
Section 5713 - Personal liability of directors
Section 5714 - Presumption of assent
Section 5715 - Exercise of powers generally
Section 5716 - Alternative standard
Section 5717 - Limitation on standing
Section 5719 - Renunciation of corporate opportunities
Section 5721 - Board of directors
Section 5722 - Qualifications of directors
Section 5723 - Number of directors
Section 5724 - Term of office of directors
Section 5725 - Selection of directors
Section 5726 - Removal of directors
Section 5727 - Quorum of and action by directors
Section 5728 - Interested directors or officers; quorum
Section 5729 - Voting rights of directors
Section 5730 - Compensation of directors
Section 5731 - Executive and other committees of the board
Section 5733 - Removal of officers and agents
Section 5733.1 - Officer's standard of care and justifiable reliance
Section 5733.2 - Personal liability of officers
Section 5741 - Third-party actions
Section 5742 - Derivative and corporate actions
Section 5743 - Mandatory indemnification
Section 5744 - Procedure for effecting indemnification
Section 5745 - Advancing expenses
Section 5746 - Supplementary coverage
Section 5747 - Power to purchase insurance
Section 5748 - Application to surviving or new corporations
Section 5749 - Application to employee benefit plans
Section 5750 - Duration and extent of coverage
Section 5751 - Classes and qualifications of membership
Section 5752 - Organization on a stock share basis
Section 5753 - Membership certificates
Section 5754 - Members grouped in local units
Section 5755 - Time of holding meetings of members
Section 5757 - Action by members
Section 5758 - Voting rights of members
Section 5759 - Voting and other action by proxy
Section 5762 - Voting by corporations
Section 5763 - Determination of members of record
Section 5764.1 - Actions by members to enforce a secondary right (Repealed)
Section 5765 - Judges of election
Section 5766 - Consent of members in lieu of meeting
Section 5767 - Appointment of custodian of corporation on deadlock or other cause
Section 5768 - Reduction of membership below stated number
Section 5769 - Termination and transfer of membership
Section 5770 - Voting powers and other rights of certain securityholders and other entities
Section 5781 - Derivative action
Section 5782 - Eligible member plaintiffs and security for costs
Section 5783 - Special litigation committee
Section 5784 - Proceeds and expenses
Section 5791 - Corporate action subject to subchapter