1711 - Alternative provisions.
SUBCHAPTER B FIDUCIARY DUTY Sec. 1711. Alternative provisions. 1712. Standard of care and justifiable reliance. 1713. Personal liability of directors. 1714. Notation of dissent. 1715. Exercise of powers generally. 1716. Alternative standard. 1717. Limitation on standing. 1718. Inconsistent articles ineffective. Enactment. Subchapter B was added December 19, 1990, P.L.834, No.198, effective immediately. Prior Provisions. Former Subchapter B, which related to directors and officers, was added December 21, 1988, P.L.1444, No.177, and relettered to Subchapter C December 19, 1990, P.L.834, No.198, effective immediately. Special Provisions in Appendix. See section 404(b) of Act 198 of 1990 in the appendix to this title for special provisions relating to applicability. Cross References. Subchapter B is referred to in sections 1525, 1551, 1924, 1953, 9506 of this title; section 8332.5 of Title 42 (Judiciary and Judicial Procedure). § 1711. Alternative provisions. (a) General rule.--Section 1716 (relating to alternative standard) shall not be applicable to any business corporation to which section 1715 (relating to exercise of powers generally) is applicable. (b) Exceptions.--Section 1715 shall be applicable to: (1) Any registered corporation described in section 2502(1)(i) (relating to registered corporation status), except a corporation: (i) the bylaws of which explicitly provide that section 1715 or corresponding provisions of prior law shall not be applicable to the corporation by amendment adopted by the board of directors on or before July 26, 1990, in the case of a corporation that was a registered corporation described in section 2502(1)(i) on April 27, 1990; or (ii) in any other case, the articles of which explicitly provide that section 1715 or corresponding provisions of prior law shall not be applicable to the corporation by a provision included in the original articles, or by an articles amendment adopted on or before 90 days after the corporation first becomes a registered corporation described in section 2502(1)(i). (2) Any registered corporation described solely in section 2502(1)(ii), except a corporation: (i) the bylaws of which explicitly provide that section 1715 or corresponding provisions of prior law shall not be applicable to the corporation by amendment adopted by the board of directors on or before April 27, 1991, in the case of a corporation that was a registered corporation described solely in section 2502(1)(ii) on April 27, 1990; or (ii) in any other case, the articles of which explicitly provide that section 1715 or corresponding provisions of prior law shall not be applicable to the corporation by a provision included in the original articles, or by an articles amendment adopted on or before one year after the corporation first becomes a registered corporation described in section 2502(1)(ii). (3) Any business corporation that is not a registered corporation described in section 2502(1), except a corporation: (i) the bylaws of which explicitly provide that section 1715 or corresponding provisions of prior law shall not be applicable to the corporation by amendment adopted by the board of directors on or before April 27, 1991, in the case of a corporation that was a business corporation on April 27, 1990; or (ii) in any other case, the articles of which explicitly provide that section 1715 or corresponding provisions of prior law shall not be applicable to the corporation by a provision included in the original articles, or by an articles amendment adopted on or before one year after the corporation first becomes a business corporation. (c) Transitional provision.--A provision of the articles or bylaws adopted pursuant to section 511(b) (relating to alternative provisions) at a time when the corporation was not a business corporation that provides that section 515 (relating to exercise of powers generally) or corresponding provisions of prior law shall not be applicable to the corporation shall be deemed to provide that section 1715 shall not be applicable to the corporation. Cross References. Section 1711 is referred to in sections 1715, 1716, 8943 of this title.