{"data":{"id":"us-pa/15-pa.c.s.-1744","jurisdiction":"us-pa","citation":"15 Pa.C.S. § 1744","heading":"Procedure for effecting indemnification.","body":"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:\n(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;\n(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\n(3) by the shareholders.","path":["Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS","PART II CORPORATIONS","SUBPART B BUSINESS CORPORATIONS","ARTICLE B DOMESTIC BUSINESS CORPORATIONS GENERALLY","CHAPTER 17 OFFICERS, DIRECTORS AND SHAREHOLDERS","SUBCHAPTER D INDEMNIFICATION"],"source_url":"https://www.palegis.us/statutes/consolidated/view-statute?txtType=HTM\u0026ttl=15\u0026div=0\u0026chpt=17\u0026sctn=44\u0026subsctn=0","current_through":"2026-07-28 (Statute Update stamp, 15 Pa.C.S.)","vintage":"","retrieved_at":"2026-09-02T16:31:13Z","sha256":"02368c8d59c67864027d2b9e08a449146a9010094a1917d172910a1412f6ac65","source_id":"us-pa","stale":false,"prev":"us-pa/15-pa.c.s.-1743","next":"us-pa/15-pa.c.s.-1745"},"notice":"GroundRules: Original legal text. Not legal advice."}