Pennsylvania § 1744 Procedure for effecting indemnification

Pennsylvania Statutes

§ 1744 — Procedure for effecting indemnification

Pennsylvania § 1744

JurisdictionPennsylvania

Title 15CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

PartPART II

Ch. 17OFFICERS, DIRECTORS AND SHAREHOLDERS

Subch.INDEMNIFICATION

This text of Pennsylvania § 1744 (Procedure for effecting indemnification) is published on Counsel Stack Legal Research, covering Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

15 Pa. Cons. Stat. § 1744 (2026).

Text

Unless ordered by a court, any indemnification under section 1741 (relating to third-party actions) or 1742 (relating to derivative and corporate actions) shall be made by the business 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; or

(3)by the shareholders.

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Unless ordered by a court, any indemnification under section 1741 (relating to third-party actions) or 1742 (relating to derivative and corporate actions) shall be made by the business 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; or

(3) by the shareholders.