2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 57 - Officers, Directors and Members
5744 - Procedure for effecting indemnification.

     § 5744.  Procedure for effecting indemnification.
        Unless ordered by a court, any indemnification under section
     5741 (relating to third-party actions) or 5742 (relating to
     derivative and corportate actions) shall be made by the
     nonprofit 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;
            (3)  by such other body as may be provided in the bylaws;
        or
            (4)  by the members.
     (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19,
     1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992, P.L.1333,
     No.169, eff. 60 days)