Pennsylvania Consolidated & Unconsolidated Statutes
Chapter 57 - Officers, Directors and Members
Section 5742 - Derivative and corporate actions


Unless otherwise restricted in its bylaws, a nonprofit corporation shall have power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of the action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation. Indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the corporation unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the corporation is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court of common pleas or other court shall deem proper.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)

1992 Amendment. Act 169 amended the section heading.
1990 Amendment. Act 198 reenacted and amended the entire section.
Cross References. Section 5742 is referred to in sections 5743, 5744 of this title.

Structure Pennsylvania Consolidated & Unconsolidated Statutes

Pennsylvania Consolidated & Unconsolidated Statutes

Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

Chapter 57 - Officers, Directors and Members

Extra - Chapter Notes

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Section 5702.1 - Optional procedures for giving of notice (Repealed)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 5718 - (Reserved)

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 5732 - Officers

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 5734 - Other body

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 5756 - Quorum

Section 5757 - Action by members

Section 5758 - Voting rights of members

Section 5759 - Voting and other action by proxy

Section 5760 - (Reserved)

Section 5761 - (Reserved)

Section 5762 - Voting by corporations

Section 5763 - Determination of members of record

Section 5764 - (Reserved)

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

Section 5792 - Proceedings prior to corporate action

Section 5793 - Review of contested corporate action