2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 57 - Officers, Directors and Members
5728 - Interested members, directors or officers; quorum.

     § 5728.  Interested members, directors or officers; quorum.
        (a)  General rule.--No contract or transaction between a
     nonprofit corporation and one or more of its members, directors
     or officers or between a nonprofit corporation and any other
     corporation, partnership, association, or other organization in
     which one or more of its directors or officers are directors or
     officers, or have a financial interest, shall be void or
     voidable solely for such reason, or solely because the member,
     director or officer is present at or participates in the meeting
     of the board of directors which authorizes the contract or
     transaction, or solely because his or their votes are counted
     for such 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 in good
        faith 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 members entitled to vote thereon, if any,
        and the contract or transaction is specifically approved in
        good faith by vote of such members; 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 members.
        (b)  Quorum.--Common or interested directors may be counted
     in determining the presence of a quorum at a meeting of the
     board which authorizes a contract or transaction specified in
     subsection (a) of this section.
        (c)  Applicability.--The provisions of this section shall be
     applicable except as otherwise restricted in the bylaws.
     (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989)

        1988 Amendment.  Act 177 amended the section heading.
        Cross References.  Section 5728 is referred to in sections
     5745, 5746 of this title.