2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 17 - Officers, Directors and Shareholders
1744 - Procedure for effecting indemnification.

     § 1744.  Procedure for effecting indemnification.
        Unless ordered by a court, any indemnification under section
     1741 (relating to third-party actions) or 1742 (relating to
     derivative and corporate actions) shall be made by the business
     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;
        or
            (3)  by the shareholders.
     (Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)