2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 57 - Officers, Directors and Members
5715 - Exercise of powers generally.

     § 5715.  Exercise of powers generally.
        (a)  General rule.--In discharging the duties of their
     respective positions, the board of directors, committees of the
     board and individual directors of a nonprofit corporation may,
     in considering the best interests of the corporation, consider
     to the extent they deem appropriate:
            (1)  The effects of any action upon any or all groups
        affected by such action, including members, employees,
        suppliers, customers and creditors of the corporation, and
        upon communities in which offices or other establishments of
        the corporation are located.
            (2)  The short-term and long-term interests of the
        corporation, including benefits that may accrue to the
        corporation from its long-term plans and the possibility that
        these interests may be best served by the continued
        independence of the corporation.
            (3)  The resources, intent and conduct (past, stated and
        potential) of any person seeking to acquire control of the
        corporation.
            (4)  All other pertinent factors.
        (b)  Consideration of interests and factors.--The board of
     directors, committees of the board and individual directors
     shall not be required, in considering the best interests of the
     corporation or the effects of any action, to regard any
     corporate interest or the interests of any particular group
     affected by such action as a dominant or controlling interest or
     factor. The consideration of interests and factors in the manner
     described in this subsection and in subsection (a) shall not
     constitute a violation of section 5712 (relating to standard of
     care and justifiable reliance).
        (c)  Specific applications.--In exercising the powers vested
     in the corporation, including, without limitation, those powers
     pursuant to section 5502 (relating to general powers), and in no
     way limiting the discretion of the board of directors,
     committees of the board and individual directors pursuant to
     subsections (a) and (b), the fiduciary duty of directors shall
     not be deemed to require them to act as the board of directors,
     a committee of the board or an individual director solely
     because of the effect such action might have on an acquisition
     or potential or proposed acquisition of control of the
     corporation or the consideration that might be offered or paid
     to members in such an acquisition.
        (d)  Presumption.--Absent breach of fiduciary duty, lack of
     good faith or self-dealing, any act as the board of directors, a
     committee of the board or an individual director shall be
     presumed to be in the best interests of the corporation. In
     assessing whether the standard set forth in section 5712 has
     been satisfied, there shall not be any greater obligation to
     justify, or higher burden of proof with respect to, any act as
     the board of directors, any committee of the board or any
     individual director relating to or affecting an acquisition or
     potential or proposed acquisition of control of the corporation
     than is applied to any other act as a board of directors, any
     committee of the board or any individual director.
     Notwithstanding the preceding provisions of this subsection, any
     act as the board of directors, a committee of the board or an
     individual director relating to or affecting an acquisition or
     potential or proposed acquisition of control to which a majority
     of the disinterested directors shall have assented shall be
     presumed to satisfy the standard set forth in section 5712,
     unless it is proven by clear and convincing evidence that the
     disinterested directors did not assent to such act in good faith
     after reasonable investigation.
        (e)  Definition.--The term "disinterested director" as used
     in subsection (d) and for no other purpose means:
            (1)  A director of the corporation other than:
                (i)  A director who has a direct or indirect
            financial or other interest in the person acquiring or
            seeking to acquire control of the corporation or who is
            an affiliate or associate, as defined in section 2552
            (relating to definitions), of, or was nominated or
            designated as a director by, a person acquiring or
            seeking to acquire control of the corporation.
                (ii)  Depending on the specific facts surrounding the
            director and the act under consideration, an officer or
            employee or former officer or employee of the
            corporation.
            (2)  A person shall not be deemed to be other than a
        disinterested director solely by reason of any or all of the
        following:
                (i)  The ownership by the director of a membership in
            or shares of the corporation.
                (ii)  The receipt as a member of or holder of shares
            of any class of any distribution made to all members of
            or holders of shares of that class.
                (iii)  The receipt by the director of director's fees
            or other consideration as a director.
                (iv)  Any interest the director may have in retaining
            the status or position of director.
                (v)  The former business or employment relationship
            of the director with the corporation.
                (vi)  Receiving or having the right to receive
            retirement or deferred compensation from the corporation
            due to service as a director, officer or employee.
        (f)  Cross reference.--See section 5711 (relating to
     alternative provisions).

        Cross References.  Section 5715 is referred to in sections
     5711, 5717 of this title.