reglab/housing_qa huggingface dataset:
15 PA Cons Stat § 5725 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 57 - Officers, Directors and Members|Section 5725 - Selection of directors

§ 5725. Selection of directors.   (a) General rule.--Except as otherwise provided in this section, directors of a nonprofit corporation, other than those constituting the first board of directors, shall be elected by the members.  (b) Other methods.--If a bylaw adopted by the members so provides, directors may be elected, appointed, designated or otherwise selected by the person or persons or by the method or methods as shall be fixed by, or in the manner provided in, the bylaw, and the directors may be classified as to the members who exercise the power to select directors.  (c) Vacancies.--Except as otherwise provided in the bylaws: (1) Vacancies in the board of directors, including vacancies resulting from an increase in the number of directors, may be filled by a majority of the remaining members of the board though less than a quorum, or by a sole remaining director, and each person so selected shall be a director to serve for the balance of the unexpired term unless otherwise restricted in the bylaws. (2) When one or more directors resign from the board effective at a future date, the directors then in office, including those who have so resigned, shall have power by the applicable vote to fill the vacancies, the vote thereon to take effect when the resignations become effective. (3) In the case of a corporation having a board of directors classified in respect of the time for which directors shall severally hold office, any director chosen to fill a vacancy, including a vacancy resulting from an increase in the number of directors, shall hold office until the next election of the class for which the director has been chosen and until a successor has been selected and qualified or until the director's earlier death, resignation or removal.  (d) Alternate directors.--If the bylaws so provide, a person or group of persons entitled to elect, appoint, designate or otherwise select one or more directors may select an alternate for each director. In the absence of a director from a meeting of the board, the director's alternate may, in the manner and upon the notice, if any, as may be provided in the bylaws, attend the meeting or execute a consent in record form and exercise at the meeting or in the consent, the powers of the absent director as may be specified by, or in the manner provided in, the bylaws. When so exercising the powers of the absent director, the alternate shall be subject in all respects to the provisions of this subpart relating to directors.  (e) Nomination of directors.--Unless otherwise provided in the bylaws, directors shall be nominated by a nominating committee or from the floor.  (f) Cross reference.--See the definition of "member" in section 5103 (relating to definitions). (Dec. 12, 1984, P.L.977, No.193, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days)    Cross References. Section 5725 is referred to in section 5504 of this title.
15 PA Cons Stat § 5726 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 57 - Officers, Directors and Members|Section 5726 - Removal of directors

§ 5726. Removal of directors. (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.
15 PA Cons Stat § 5727 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 57 - Officers, Directors and Members|Section 5727 - Quorum of and action by directors

§ 5727. Quorum of and action by directors.   (a) General rule.--Unless otherwise provided in the bylaws, a majority of the directors in office of a nonprofit corporation shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the board of directors.  (b) Action by consent.--Unless otherwise restricted in the bylaws, any action required or permitted to be approved at a meeting of the directors may be approved without a meeting if a consent or consents to the action in record form are signed, before, on or after the effective date of the action by all of the directors in office on the date the last consent is signed. The consent or consents must be filed with the secretary of the corporation. (July 9, 2013, P.L.476, No.67, eff. 60 days)
15 PA Cons Stat § 5728 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 57 - Officers, Directors and Members|Section 5728 - Interested directors or officers; quorum

§ 5728. Interested directors or officers; quorum. (a) General rule.--A contract or transaction between a nonprofit corporation and one or more of its directors or officers or between a nonprofit corporation and another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other association in which one or more of its directors or officers are directors or officers or have a financial or other interest, shall not be void or voidable solely for that reason, or solely because the director or officer is present at or participates in the meeting of the board of directors that authorizes the contract or transaction, or solely because the vote of the director or officer is counted for that purpose, if:  (1) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors and the board authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even though the disinterested directors are less than a quorum;  (2) the material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, if any, and the contract or transaction is specifically approved in good faith by vote of those members; or  (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors or the members.  (b) Quorum.--Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board that authorizes a contract or transaction specified in subsection (a).  (c) Applicability.--The provisions of this section shall be applicable except as otherwise restricted in the bylaws.  (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; July 9, 2013, P.L.476, No.67, eff. 60 days)    2013 Amendment. Act 67 amended the section heading and subsecs. (a) and (b).  Cross References. Section 5728 is referred to in sections 5745, 5746 of this title.
15 PA Cons Stat § 5729 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 57 - Officers, Directors and Members|Section 5729 - Voting rights of directors

§ 5729. Voting rights of directors.   (a) General rule.--Unless otherwise provided in a bylaw adopted by the members every director shall be entitled to one vote.  (b) Multiple and fractional voting.--The requirement of this subpart for the presence of or vote or other action by a specified percentage of directors shall be satisfied by the presence of or vote or other action by directors entitled to cast the specified percentage of the votes which all directors are entitled to cast. (July 9, 2013, P.L.476, No.67, eff. 60 days)    2013 Amendment. Act 67 amended subsec. (b).  Cross References. Section 5729 is referred to in section 5504 of this title.
15 PA Cons Stat § 5730 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 57 - Officers, Directors and Members|Section 5730 - Compensation of directors

§ 5730. Compensation of directors.  Except as otherwise restricted in the bylaws, the board of directors of a nonprofit corporation shall have the authority to fix the compensation of directors for their services as directors, and a director may be a salaried officer of the corporation. (July 9, 2013, P.L.476, No.67, eff. 60 days)    Cross References. Section 5730 is referred to in section 5103 of this title.
15 PA Cons Stat § 5731 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 57 - Officers, Directors and Members|Section 5731 - Executive and other committees of the board

§ 5731. Executive and other committees of the board.   (a) Establishment and powers.--Unless otherwise restricted in the bylaws: (1) The board of directors may, by resolution adopted by a majority of the directors in office, establish one or more committees to consist of one or more directors of the corporation. (2) Any committee, to the extent provided in the resolution of the board of directors or in the bylaws, shall have and may exercise all of the powers and authority of the board of directors, except that a committee shall not have any power or authority as to the following: (i) The submission to members of any action requiring approval of members under this subpart. (ii) The creation or filling of vacancies in the board of directors. (iii) The adoption, amendment or repeal of the bylaws. (iv) The amendment or repeal of any resolution of the board that by its terms is amendable or repealable only by the board. (v) Action on matters committed by the bylaws or a resolution of the board of directors exclusively to another committee of the board. (3) The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any absent or disqualified member.  (b) Term.--Each committee of the board shall serve at the pleasure of the board.  (c) Status of committee action.--The term "board of directors" or "board," when used in any provision of this subpart relating to the organization or procedures of or the manner of taking action by the board of directors, shall be construed to include and refer to any executive or other committee of the board. Any provision of this subpart relating or referring to action to be taken by the board of directors or the procedure required therefor shall be satisfied by the taking of corresponding action by a committee of the board of directors to the extent authority to take the action has been delegated to the committee under this section. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; June 22, 2001, P.L.418, No.34, eff. 60 days; July 9, 2013, P.L.476, No.67, eff. 60 days)    2013 Amendment. Act 67 added subsec. (c).  Cross References. Section 5731 is referred to in section 5103 of this title.
15 PA Cons Stat § 5732 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 57 - Officers, Directors and Members|Section 5732 - Officers

§ 5732. Officers.   (a) General rule.--Every nonprofit 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 and assistant 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. The officers and assistant 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 his successor has been selected and qualified or until his earlier death, resignation or removal. 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. The corporation may secure the fidelity of any or all of the officers by bond or otherwise. Unless otherwise provided in the bylaws, the board of directors shall have power to fill any vacancies in any office occurring from whatever reason.  (b) 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 resolutions or orders of the board of directors or other body.  (c) Nomination of officers.--Unless the bylaws provide otherwise, officers shall be nominated by a nominating committee or from the floor.  (d) Cross reference.--See section 5110 (relating to annual report).  (Dec. 12, 1984, P.L.977, No.193, eff. 60 days; Dec. 19, 1990, P.L.834, No.198, eff. imd.)    1990 Amendment. Act 198 reenacted and amended the entire section.
15 PA Cons Stat § 5733 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 57 - Officers, Directors and Members|Section 5733 - Removal of officers and agents

§ 5733. Removal of officers and agents.  Unless otherwise provided in the bylaws, any officer or agent of a nonprofit corporation may be removed by the board of directors or other body with or without cause. The removal shall be without prejudice to the contract rights, if any, of any person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. (July 9, 2013, P.L.476, No.67, eff. 60 days)
15 PA Cons Stat § 5734 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 57 - Officers, Directors and Members|Section 5734 - Other body

§ 5734. Other body.  The provisions of this subchapter, of Subchapters B (relating to fiduciary duty) and D (relating to indemnification) and of other provisions of law applicable to the board of directors and to directors individually shall be applicable also to any "other body" as defined in section 5103 (relating to definitions) and to the members of an other body individually.  (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.)    1990 Amendment. Act 198 reenacted and amended the entire section.
15 PA Cons Stat § 5741 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 57 - Officers, Directors and Members|Section 5741 - Third-party actions

§ 5741. Third-party 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 or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), 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), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action or proceeding 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 and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had reasonable cause to believe that his conduct was unlawful.  (Dec. 19, 1990, P.L.834, No.198, eff. imd.)    1990 Amendment. Act 198 reenacted and amended the entire section.  Cross References. Section 5741 is referred to in sections 5743, 5744 of this title.
15 PA Cons Stat § 5742 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 57 - Officers, Directors and Members|Section 5742 - Derivative and corporate actions

§ 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.
15 PA Cons Stat § 5743 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 57 - Officers, Directors and Members|Section 5743 - Mandatory indemnification

§ 5743. Mandatory indemnification.   (a) General rule.--To the extent that a representative of a nonprofit corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in section 5741 (relating to third-party actions) or 5742 (relating to derivative and corporate actions) or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith.  (b) Cross reference.--See section 6145 (relating to applicability of certain safeguards to foreign corporations).  (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)    Cross References. Section 5743 is referred to in sections 5782, 6145 of this title.
15 PA Cons Stat § 5744 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 57 - Officers, Directors and Members|Section 5744 - Procedure for effecting indemnification

§ 5744. Procedure for effecting indemnification.  Unless ordered by a court, any indemnification under section 5741 (relating to third-party actions) or 5742 (relating to derivative and corporate actions) shall be made by the nonprofit corporation only as authorized in the specific case upon a determination that indemnification of the representative is proper in the circumstances because he has met the applicable standard of conduct set forth in those sections. The determination shall be made: (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding; (2) if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; (3) by such other body as may be provided in the bylaws; or (4) by the members.  (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)