{"data":{"id":"us-pa/15-pa.c.s.-9129","jurisdiction":"us-pa","citation":"15 Pa.C.S. § 9129","heading":"Duties of managers.","body":"(a) Duty of care.--\n(1) A manager shall manage the nonprofit association:\n(i) in good faith;\n(ii) in a manner the manager reasonably believes to be in the best interests of the nonprofit association; and\n(iii) with such care, including reasonable inquiry, as a prudent person would reasonably exercise in a similar position and under similar circumstances.\n(2) A manager may rely in good faith on any opinion, report, statement or other information provided by another person that the manager reasonably believes is a competent and reliable source for the information.\n(b) Conflicts of interest.--\n(1) A manager owes a fiduciary duty of loyalty to the nonprofit association with respect to the responsibilities of the manager.\n(2) After full disclosure of all material facts, a specific act or transaction that would otherwise violate the duty of loyalty by a manager may be authorized or ratified by a majority of the members that are not interested directly or indirectly in the act or transaction.\n(c) Presumption.--A manager that makes a judgment in good faith satisfies the duties specified in subsection (a) if the manager:\n(1) is not interested, directly or indirectly, in the subject of the judgment and is otherwise able to exercise independent judgment;\n(2) is informed with respect to the subject of the judgment to the extent the manager reasonably believes to be appropriate under the circumstances; and\n(3) believes that the judgment is in or not opposed to the best interests of the nonprofit association.\n(d) Limitation of liability.--\n(1) Except as set forth in paragraph (2), the governing principles in record form may provide that a manager shall not be personally liable, as a manager, for monetary damages for any action taken unless:\n(i) the manager has breached or failed to perform the manager's duties under this chapter; and\n(ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.\n(2) Paragraph (1) shall not apply to:\n(i) the responsibility or liability of a manager under a criminal statute; or\n(ii) the liability of the manager for the payment of taxes under Federal, State or local law.","path":["Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS","PART IV UNINCORPORATED ASSOCIATIONS","CHAPTER 91 UNINCORPORATED NONPROFIT ASSOCIATIONS"],"source_url":"https://www.palegis.us/statutes/consolidated/view-statute?txtType=HTM\u0026ttl=15\u0026div=0\u0026chpt=91\u0026sctn=29\u0026subsctn=0","current_through":"2026-07-28 (Statute Update stamp, 15 Pa.C.S.)","vintage":"","retrieved_at":"2026-09-02T16:31:13Z","sha256":"e5450b6a3e5377bfe08a53bedf0ac742efbe1d27880c293953b7bf8214ab7eee","source_id":"us-pa","stale":false,"prev":"us-pa/15-pa.c.s.-9128","next":"us-pa/15-pa.c.s.-9130"},"notice":"GroundRules: Original legal text. Not legal advice."}