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Pennsylvania Statutes Title 15 Pa.C.S.A. Corporations and Unincorporated Associations § 5713. Personal liability of directors

Current as of January 01, 2026 | Updated by Findlaw Staff

(a) General rule.--If a bylaw adopted by the members of a nonprofit corporation so provides, a director shall not be personally liable, as such, for monetary damages for any action taken unless:

(1) the director has breached or failed to perform the duties of his office under this subchapter;  and

(2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

(b) Exception.--Subsection (a) shall not apply to:

(1) the responsibility or liability of a director pursuant to any criminal statute;  or

(2) the liability of a director for the payment of taxes pursuant to Federal, State or local law.

(c) Application.--An amendment or repeal of a provision adopted under subsection (a) does not affect its application with respect to an act by a director occurring before the amendment or repeal unless the provision in effect at the time of the act explicitly authorizes its amendment or repeal after an act has occurred.

(d) Cross reference.--See 42 Pa.C.S. § 8332.5 (relating to corporate representatives).

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Cite this article: FindLaw.com - Pennsylvania Statutes Title 15 Pa.C.S.A. Corporations and Unincorporated Associations § 5713. Personal liability of directors - last updated January 01, 2026 | https://codes.findlaw.com/pa/title-15-pacsa-corporations-and-unincorporated-associations/pa-csa-sect-15-5713/

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