15 Pa. Cons. Stat. § 1721

Board of directors.

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SUBCHAPTER C

DIRECTORS AND OFFICERS

Sec.

1721. Board of directors.

1722. Qualifications of directors.

1723. Number of directors.

1724. Term of office of directors.

1725. Selection of directors.

1726. Removal of directors.

1727. Quorum of and action by directors.

1728. Interested directors or officers; quorum.

1729. Voting rights of directors.

1730. Compensation of directors.

1731. Executive and other committees of the board.

1732. Officers.

1733. Removal of officers and agents.

1734. Officer's standard of care and justifiable reliance.

1735. Personal liability of officers.

Enactment. Subchapter C was added as Subchapter B December 21, 1988, P.L.1444, No.177, effective October 1, 1989, and was relettered to Subchapter C December 19, 1990, P.L.834, No.198, effective immediately.

Cross References. Subchapter C is referred to in section 3322 of this title.

§ 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 title or otherwise vested by law in a business corporation shall be exercised by or under the authority of the board of directors, and the business and affairs of every business corporation shall be managed by or 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 title 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 powers and duties of directors are imposed by this section shall to that extent be subject to the liabilities imposed, and 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; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)

2022 Amendment. Act 122 amended subsec. (a).

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, 1509 of this title.

Notes of Decisions

Cited in 7 cases, 1994–2020 · leading case: Pittsburgh History & Landmarks Found. v. Ziegler

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Pittsburgh History & Landmarks Found. v. Ziegler (2019) pa “2d 1 , 3 (1994) (citing 15 Pa.C.S. § 1721 (providing that all powers .”

Red Vision Systems, Inc. v. National Real Estate Information Services, L.P. (2015) pasuperct “Our Supreme Court has explained that the purpose of the privilege is to encourage clients to provide information freely to their attorneys to allow the attorney to give sound and informed advice to guide their clients’ actions in accordance with the law. As the privilege…”

Zampogna v. Law Enforcement Health Benefits, Inc. (2016) pa · cites it 2× “§ 1502 Committee Comment--1988 (“Regulation of the exercise of [J-132-2016] - 16 the powers granted is accordingly intended to come through application of the business judgment rule under 15 Pa.C.S. § 1721 rather than through the doctrine of ultra vires.”

Cuker v. Mikalauskas (1997) pa “15 Pa.C.S. § 1721. Such business decisions of a board of directors are, unless taken in violation of a common law or statutory duty, within the scope of the business judgment rule.”

Maleski v. Corporate Life Insurance (1994) pacommwct “15 Pa.C.S. § 1721. 3 . 5 U.S.C. § 552 et seq.”

Pgh History v. Ziegler, Appeal of: Hoffstot (2019) pa “1994) (citing 15 Pa.C.S. § 1721 (providing that all powers .”

PORRECA v. ALTERNATIVE ENERGY HOLDINGS, LLC (2020) pawd “” (citing 15 Pa. C.S. § 1721)). As the attorney-client privilege constricts the truth-finding process, it is to be construed narrowly, and where an individual makes a voluntary disclosure of purportedly privileged communications to a third party, the attorney-client privilege is…”

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