2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 17 - Officers, Directors and Shareholders
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.