reglab/housing_qa huggingface dataset:
15 PA Cons Stat § 1709 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 17 - Officers, Directors and Shareholders|Section 1709 - Conduct of shareholders meeting

§ 1709. Conduct of shareholders meeting.   (a) Presiding officer.--There shall be a presiding officer at every meeting of the shareholders. The presiding officer shall be appointed in the manner provided in the bylaws or, in the absence of such provision, by the board of directors. If the bylaws are silent on the appointment of the presiding officer and the board fails to designate a presiding officer, the president shall be the presiding officer.  (b) Authority of the presiding officer.--Except as otherwise provided in the bylaws, the presiding officer shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.  (c) Procedural standard.--Any action by the presiding officer in adopting rules for and in conducting a meeting shall be fair to the shareholders.  (d) Closing of the polls.--The presiding officer shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes, nor any revocations or changes thereto, may be accepted.  (June 22, 2001, P.L.418, No.34, eff. 60 days)    2001 Amendment. Act 34 added section 1709.
15 PA Cons Stat § 1712 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 17 - Officers, Directors and Shareholders|Section 1712 - Standard of care and justifiable reliance

§ 1712. Standard of care and justifiable reliance.   (a) Directors.--A director of a business corporation shall stand in a fiduciary relation to the corporation and shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following: (1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented. (2) Counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such person. (3) A committee of the board upon which he does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.  (b) Effect of actual knowledge.--A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause his reliance to be unwarranted.  (c) Officers.--Except as otherwise provided in the bylaws, an officer shall perform his duties as an officer in good faith, in a manner he reasonably believes to be in the best interests of the corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. A person who so performs his duties shall not be liable by reason of having been an officer of the corporation.    Cross References. Section 1712 is referred to in sections 1553, 1715, 1716, 1717, 1732, 3321, 3323, 8943 of this title.
15 PA Cons Stat § 1713 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 17 - Officers, Directors and Shareholders|Section 1713 - Personal liability of directors

§ 1713. Personal liability of directors.   (a) General rule.--If a bylaw adopted by the shareholders of a business corporation so provides, a director shall not be personally liable, as such, for monetary damages for any action taken unless: (1) the director has breached or failed to perform the duties of his office under this subchapter; and (2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.  (b) Exceptions.--Subsection (a) shall not apply to: (1) the responsibility or liability of a director pursuant to any criminal statute; or (2) the liability of a director for the payment of taxes pursuant to Federal, State or local law.  (c) Cross reference.--See 42 Pa.C.S. § 8332.5 (relating to corporate representatives). (Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)    1992 Amendment. Act 169 amended subsec. (b).  Cross References. Section 1713 is referred to in sections 1504, 1505, 1553, 3322, 8943 of this title.
15 PA Cons Stat § 1714 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 17 - Officers, Directors and Shareholders|Section 1714 - Notation of dissent

§ 1714. Notation of dissent.  A director of a business corporation who is present at a meeting of its board of directors, or of a committee of the board, at which action on any corporate matter is taken on which the director is generally competent to act, shall be presumed to have assented to the action taken unless his dissent is entered in the minutes of the meeting or unless he files his written dissent to the action with the secretary of the meeting before the adjournment thereof or transmits the dissent in writing to the secretary of the corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action. Nothing in this subchapter shall bar a director from asserting that minutes of the meeting incorrectly omitted his dissent if, promptly upon receipt of a copy of such minutes, he notifies the secretary in writing of the asserted omission or inaccuracy.    Cross References. Section 1714 is referred to in section 8943 of this title.
15 PA Cons Stat § 1716 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 17 - Officers, Directors and Shareholders|Section 1716 - Alternative standard

§ 1716. Alternative standard.   (a) General rule.--In discharging the duties of their respective positions, the board of directors, committees of the board and individual directors of a business corporation may, in considering the best interests of the corporation, consider the effects of any action upon employees, upon suppliers and customers of the corporation and upon communities in which offices or other establishments of the corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of section 1712 (relating to standard of care and justifiable reliance).  (b) Presumption.--Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director shall be presumed to be in the best interests of the corporation.  (c) Cross reference.--See section 1711 (relating to alternative provisions).    Cross References. Section 1716 is referred to in sections 1711, 1717, 3321, 8943 of this title.
15 PA Cons Stat § 1717 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 17 - Officers, Directors and Shareholders|Section 1717 - Limitation on standing

§ 1717. Limitation on standing. The duty of the board of directors, committees of the board and individual directors under section 1712 (relating to standard of care and justifiable reliance) is solely to the business corporation and may be enforced directly by the corporation or may be enforced by a shareholder, as such, by an action in the right of the corporation, and may not be enforced directly by a shareholder or by any other person or group. Notwithstanding the preceding sentence, sections 1715(a) and (b) (relating to exercise of powers generally) and 1716(a) (relating to alternative standard) do not impose upon the board of directors, committees of the board and individual directors any legal or equitable duties, obligations or liabilities or create any right or cause of action against, or basis for standing to sue, the board of directors, committees of the board and individual directors.
15 PA Cons Stat § 1718 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 17 - Officers, Directors and Shareholders|Section 1718 - Inconsistent articles ineffective

§ 1718. Inconsistent articles ineffective.  Except as otherwise expressly provided in this subchapter, the articles may not contain any provision that relaxes, restricts, is inconsistent with or supersedes any provision of this subchapter. The last sentence of section 1306(b) (relating to other provisions authorized) shall not apply to this subchapter.  (Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)
15 PA Cons Stat § 1721 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 17 - Officers, Directors and Shareholders|Section 1721 - Board of directors

§ 1721. Board of directors. (a) General rule.--Unless otherwise provided by statute or in a bylaw adopted by the shareholders, all powers enumerated in section 1502 (relating to general powers) and elsewhere in this subpart or otherwise vested by law in a business corporation shall be exercised by or under the authority of, and the business and affairs of every business corporation shall be managed under the direction of, a board of directors. If any such provision is made in the bylaws, the powers and duties conferred or imposed upon the board of directors by this subpart shall be exercised or performed to such extent and by such person or persons as shall be provided in the bylaws. Persons upon whom the liabilities of directors are imposed by this section shall to that extent be entitled to the rights and immunities conferred by or pursuant to this part and other provisions of law upon directors of a corporation.  (b) Cross reference.--See section 2527 (relating to authority of board of directors).  (Apr. 27, 1990, P.L.129, No.36, eff. imd.; Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001, P.L.418, No.34, eff. 60 days)    Liability of Directors. Section 8(b) of Act 36 of 1990 provided that a director shall not be held liable for taking or omitting to take any action permitted by section 2571(b)(2), it being the intention of Act 36 that any such director may exercise absolute discretion in taking or omitting to take any such action.  Cross References. Section 1721 is referred to in sections 1502, 1504 of this title.
15 PA Cons Stat § 1722 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 17 - Officers, Directors and Shareholders|Section 1722 - Qualifications of directors

§ 1722. Qualifications of directors.   (a) General rule.--Each director of a business corporation shall be a natural person of full age who, unless otherwise restricted in the bylaws, need not be a resident of this Commonwealth or a shareholder of the corporation. Except as otherwise provided in this section, the qualifications of directors may be prescribed in the bylaws.  (b) Cross reference.--See section 3131 (relating to directors).  (Dec. 19, 1990, P.L.834, No.198, eff. imd.)
15 PA Cons Stat § 1723 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 17 - Officers, Directors and Shareholders|Section 1723 - Number of directors

§ 1723. Number of directors.   (a) General rule.--The board of directors of a business corporation shall consist of one or more members. The number of directors shall be fixed by, or in the manner provided in, the bylaws. If not so fixed, the number of directors shall be the same as that stated in the articles or three if no number is so stated.  (b) Cross reference.--See section 3131 (relating to directors).  (Dec. 19, 1990, P.L.834, No.198, eff. imd.)
15 PA Cons Stat § 1724 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 17 - Officers, Directors and Shareholders|Section 1724 - Term of office of directors

§ 1724. Term of office of directors.   (a) General rule.--Each director of a business corporation shall hold office until the expiration of the term for which he was selected and until his successor has been selected and qualified or until his earlier death, resignation or removal. Any director 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 shall be specified in the notice of resignation. Each director shall be selected for the term of office provided in the bylaws, which shall be one year and until his successor has been selected and qualified or until his earlier death, resignation or removal, unless the board is classified as provided by subsection (b). A decrease in the number of directors shall not have the effect of shortening the term of any incumbent director.  (b) Classified board of directors.--Except as otherwise provided in the articles, if the directors are classified in respect of the time for which they shall severally hold office: (1) Each class shall be as nearly equal in number as possible. (2) The term of office of at least one class shall expire in each year. (3) The members of a class shall not be elected for a longer period than four years.  (Dec. 19, 1990, P.L.834, No.198, eff. imd.)    1990 Amendment. Act 198 amended subsec. (b).  Cross References. Section 1724 is referred to in sections 1725, 1726 of this title.
15 PA Cons Stat § 1725 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 17 - Officers, Directors and Shareholders|Section 1725 - Selection of directors

§ 1725. Selection of directors.   (a) General rule.--Except as otherwise provided in this section, directors of a business corporation, other than those constituting the first board of directors, shall be elected by the shareholders. A bylaw adopted by the shareholders may classify the directors with respect to the shareholders who exercise the power to elect directors.  (b) Vacancies.--  (1) Except as otherwise provided in the bylaws: (i) Vacancies in the board of directors, including vacancies resulting from an increase in the number of directors, may be filled by a majority vote 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. (ii) 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. (2) In the case of a corporation having a board classified as permitted by section 1724(b) (relating to classified board of directors), 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 selection of the class for which such director has been chosen, and until his successor has been selected and qualified or until his earlier death, resignation or removal.  (c) Alternate directors.--If the bylaws so provide, a shareholder or group of shareholders 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, his alternate may, in the manner and upon such notice, if any, as may be provided in the bylaws, attend the meeting or execute a written consent and exercise at the meeting or in such consent such of 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.  (d) Cross references.--See the definition of "shareholder" in section 1103 (relating to definitions) and section 1758(c) (relating to cumulative voting).  (Dec. 19, 1990, P.L.834, No.198, eff. imd.)    1990 Amendment. Act 198 amended subsecs. (a), (b) and (d).  Cross References. Section 1725 is referred to in sections 1103, 1504 of this title.
15 PA Cons Stat § 1727 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 17 - Officers, Directors and Shareholders|Section 1727 - Quorum of and action by directors

§ 1727. Quorum of and action by directors.   (a) General rule.--Unless otherwise provided in the bylaws, a majority of the directors in office of a business 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 first consent is signed. The consent or consents must be filed with the minutes of the proceedings of the board of directors. (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 amended subsec. (b).
15 PA Cons Stat § 1728 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 17 - Officers, Directors and Shareholders|Section 1728 - Interested directors or officers; quorum

§ 1728. Interested directors or officers; quorum.   (a) General rule.--A contract or transaction between a business corporation and one or more of its directors or officers or between a business corporation and another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise 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 his or their votes are 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 his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon and the contract or transaction is specifically approved in good faith by vote of those shareholders; 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 shareholders.  (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.    Special Provisions in Appendix. See section 404(b)(1) of Act 198 of 1990 in the appendix to this title for special provisions relating to applicability.  Cross References. Section 1728 is referred to in sections 1745, 1746 of this title.
15 PA Cons Stat § 1729 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 17 - Officers, Directors and Shareholders|Section 1729 - Voting rights of directors

§ 1729. Voting rights of directors.   (a) General rule.--Unless otherwise provided in a bylaw adopted by the shareholders, every director of a business corporation shall be entitled to one vote.  (b) Multiple and fractional voting.--Any 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 that all voting directors in office are entitled to cast.  (c) Cross reference.--See section 2526 (relating to voting rights of directors).  (June 22, 2001, P.L.418, No.34, eff. 60 days)    2001 Amendment. Act 34 added subsec. (c).  Cross References. Section 1729 is referred to in section 1504 of this title.
15 PA Cons Stat § 1730 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 17 - Officers, Directors and Shareholders|Section 1730 - Compensation of directors

§ 1730. Compensation of directors.  Except as otherwise restricted in the bylaws, the board of directors of a business 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.    Cross References. Section 1730 is referred to in section 1103 of this title.