§414-263  Directors' action.  (a)  The
action of directors respecting a transaction is effective for purposes of
section 414-262(b)(1) if the transaction received the affirmative vote of a
majority (but no fewer than two) of those qualified directors on the board of
directors or on a duly empowered committee of the board who voted on the
transaction after either required disclosure to them (to the extent the
information was not known by them) or compliance with subsection (b); provided
that action by a committee is so effective only if:



(1)  All its members are qualified directors; and



(2)  Its members are either all the qualified
directors on the board or are appointed by the affirmative vote of a majority
of the qualified directors on the board.



(b)  If a director has a conflicting interest
respecting a transaction, but neither the director nor a related person of the
director, as set forth in paragraph (2) of the definition of "related
person" in section 414-261, is a party to the transaction, and if the
director has a duty under law or professional canon, or a duty of
confidentiality to another person, respecting information relating to the
transaction such that the director may not make the required disclosure
described in paragraph (2) of the definition of "required disclosure"
in section 414-261, then disclosure is sufficient for purposes of subsection
(a) if the director:



(1)  Discloses to the directors voting on the
transaction the existence and nature of the director's conflicting interest and
informs them of the character and limitations imposed by that duty before their
vote on the transaction; and



(2)  Plays no part, directly or indirectly, in their
deliberations or vote.



(c)  A majority (but no fewer than two) of all
the qualified directors on the board of directors, or on the committee,
constitutes a quorum for purposes of action that complies with this section. 
The action of directors that otherwise complies with this section is not
affected by the presence or vote of a director who is not a qualified director.



(d)  For purposes of this section,
"qualified director" means, with respect to a director's conflicting
interest transaction, any director who does not have either:



(1)  A conflicting interest respecting the
transaction; or



(2)  A familial, financial, professional, or
employment relationship with a second director who does have a conflicting
interest respecting the transaction, which relationship would, in the
circumstances, reasonably be expected to exert an influence on the first director's
judgment when voting on the transaction. [L 2000, c 244, pt of §1; am L 2001, c
129, §26]