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Pennsylvania Consolidated Statutes

15 Pa. Cons. Stat. § 511 (2026)

 Application and effect of subchapter.

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SUBCHAPTER B

FIDUCIARY DUTY AND INDEMNIFICATION

 

Sec.

511.  Application and effect of subchapter.

512.  Standard of care, justifiable reliance and business judgment rule.

513.  Personal liability of directors.

514.  Presumption of assent.

515.  Exercise of powers generally.

516.  Alternative standard.

517.  Limitation on standing.

518.  Nonexclusivity and supplementary coverage.

 

Enactment.  Subchapter B was added December 19, 1990, P.L.834, No.198, effective immediately.

Prior Provisions.  Former Subchapter B, which related to indemnification and corporate directors' liability, was added December 21, 1988, P.L.1444, No.177, and repealed December 19, 1990, P.L.834, No.198, effective immediately.

Special Provisions in Appendix.  See section 404(b) of Act 198 of 1990 in the appendix to this title for special provisions relating to applicability.

Cross References.  Subchapter B is referred to in section 8332.5 of Title 42 (Judiciary and Judicial Procedure).

§ 511.  Application and effect of subchapter.

(a)  General rule.--This subchapter applies to and the terms "corporation" or "domestic corporation" in this subchapter mean:

(1)  A banking institution.

(2)  A credit union.

(3)  A fraternal benefit society.

(b)  Alternative provisions.--Section 516 (relating to alternative standard) shall not be applicable to any corporation to which section 515 (relating to exercise of powers generally) is applicable. Section 515 shall be applicable to any corporation except a corporation:

(1)  the bylaws of which, by amendment adopted by the board of directors on or before July 26, 1990, and not subsequently rescinded by an articles amendment, explicitly provide that section 515 or corresponding provisions of prior law shall not be applicable to the corporation; or

(2)  the articles of which explicitly provide that section 515 or corresponding provisions of prior law shall not be applicable to the corporation.

(c)  Reversal of opt-out.--A provision of the articles or bylaws providing that section 515 or corresponding provisions of prior law shall not be applicable to the corporation and may be rescinded pursuant to the procedures required by the organic law of the corporation and the articles and bylaws at the time of the rescission to amend the articles or bylaws.

(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)

 

2022 Amendment.  Act 122 amended subsec. (a) and added subsec. (c).

Cross References.  Section 511 is referred to in sections 515, 516, 1711 of this title.

Notes of Decisions
Cited in 1 case, 1997–1997 · leading case: Cuker v. Mikalauskas, 692 A.2d 1042 (Pa. 1997).
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Cuker v. Mikalauskas, 692 A.2d 1042 (Pa. 1997). “(repealed), or the General Association Act Amendments Act, 15 Pa.C.S. § 511 et seq., application of the appropriate statutory standard is a preliminary question which must be decided before the merits of the underlying decision may be litigated.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.