ARTICLE VI - LIABILITY OF DIRECTORS AND OFFICERS
Submitted by admin on Tue, 05/30/2006 - 8:18pm
Section 6.1 Liability of Directors.
Except for responsibility or liability of a Director pursuant to any criminal statute or for payment of taxes pursuant to local, state or Federal law, a Director of the Corporation shall not be personally liable for monetary damages for any action taken or any failure to take any action unless (a) such Director has breached or failed to perform his fiduciary duties as provided in Section 6.2 hereof and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
Section 6.2 Directors' Fiduciary Duties.
A Director of the Corporation shall stand in a fiduciary relation to the Corporation and shall perform his duties as a Director (including as a member of any committee of the Board) in accordance with the standards set forth in Section 511(a) of the Associations Code, 15 Pa. C.S.A. §511(a), as the same may be amended from time to time. Absent breach of fiduciary duty, lack of good faith or self- dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interest of the Corporation.
Section 6.3 Liability of Directors and Officers.
As provided in 42 Pa. C.S.A. §8332.2, no Director or officer of the Corporation who serves without compensation, other than reimbursement for actual expenses, shall be liable for any civil damages as a result of any acts or omissions relating solely to the performance of his duties as a Director or officer, unless (a) the conduct of such Director or officer falls substantially below the standards generally practiced and accepted in like circumstances by similar persons performing the same or similar duties and (b) it is shown that the Director or officer did an act or omitted doing an act which he was under a recognized duty to another to do, knowing or having reason to know that the actor omission created a substantial risk of actual harm to the person or property of another.
