(a) A conflict ofinterest transaction is a transaction with the corporation in which a directorof the corporation has a direct or indirect interest. A conflict of interesttransaction is not voidable by the corporation solely because of the director'sinterest in the transaction if any one of the following is true:
(1) The material factsof the transaction and the director's interest were disclosed or known to theboard of directors or a committee of the board of directors and the board ofdirectors or committee authorized, approved, or ratified the transaction;
(2) The material factsof the transaction and the director's interest were disclosed or known to theshareholders entitled to vote and they authorized, approved, or ratified thetransaction; or
(3) The transaction wasfair to the corporation.
(b) For purposes ofthis section, a director of the corporation has an indirect interest in atransaction if:
(1) Another entity inwhich he has a material financial interest or in which he is a general partneris a party to the transaction; or
(2) Another entity ofwhich he is a director, officer, or trustee is a party to the transaction andthe transaction is or should be considered by the board of directors of the corporation.
(c) For purposes ofsubsection (a)(1) of this section, a conflict of interest transaction isauthorized, approved, or ratified if it receives the affirmative vote of amajority of the directors on the board of directors (or on the committee) whohave no direct or indirect interest in the transaction. If a majority of thedirectors who have no direct or indirect interest in the transaction vote toauthorize, approve, or ratify the transaction, a quorum is present for thepurpose of taking action under this section. The presence of, or a vote castby, a director with a direct or indirect interest in the transaction does notaffect the validity of any action taken under subsection (a)(1) of this sectionif the transaction is otherwise authorized, approved, or ratified as providedin that subsection.
(d) For purposes ofsubsection (a)(2), a conflict of interest transaction is authorized, approved,or ratified if it receives the vote of a majority of the shares entitled to becounted under this subsection. Shares owned by or voted under the control of adirector who has a direct or indirect interest in the transaction, and sharesowned by or voted under the control of an entity described in subsection(b)(1), may not be counted in a vote of shareholders to determine whether toauthorize, approve, or ratify a conflict of interest transaction undersubsection (a)(2). The vote of those shares, however, shall be counted indetermining whether the transaction is approved under other sections of thisChapter. A majority of the shares that would if present be entitled to becounted in a vote on the transaction under this subsection constitutes a quorumfor the purpose of taking action under this section. (1955, c. 1371, s. 1; 1989,c. 265, s. 1; 2005‑268, s. 11.)
(a) A conflict ofinterest transaction is a transaction with the corporation in which a directorof the corporation has a direct or indirect interest. A conflict of interesttransaction is not voidable by the corporation solely because of the director'sinterest in the transaction if any one of the following is true:
(1) The material factsof the transaction and the director's interest were disclosed or known to theboard of directors or a committee of the board of directors and the board ofdirectors or committee authorized, approved, or ratified the transaction;
(2) The material factsof the transaction and the director's interest were disclosed or known to theshareholders entitled to vote and they authorized, approved, or ratified thetransaction; or
(3) The transaction wasfair to the corporation.
(b) For purposes ofthis section, a director of the corporation has an indirect interest in atransaction if:
(1) Another entity inwhich he has a material financial interest or in which he is a general partneris a party to the transaction; or
(2) Another entity ofwhich he is a director, officer, or trustee is a party to the transaction andthe transaction is or should be considered by the board of directors of the corporation.
(c) For purposes ofsubsection (a)(1) of this section, a conflict of interest transaction isauthorized, approved, or ratified if it receives the affirmative vote of amajority of the directors on the board of directors (or on the committee) whohave no direct or indirect interest in the transaction. If a majority of thedirectors who have no direct or indirect interest in the transaction vote toauthorize, approve, or ratify the transaction, a quorum is present for thepurpose of taking action under this section. The presence of, or a vote castby, a director with a direct or indirect interest in the transaction does notaffect the validity of any action taken under subsection (a)(1) of this sectionif the transaction is otherwise authorized, approved, or ratified as providedin that subsection.
(d) For purposes ofsubsection (a)(2), a conflict of interest transaction is authorized, approved,or ratified if it receives the vote of a majority of the shares entitled to becounted under this subsection. Shares owned by or voted under the control of adirector who has a direct or indirect interest in the transaction, and sharesowned by or voted under the control of an entity described in subsection(b)(1), may not be counted in a vote of shareholders to determine whether toauthorize, approve, or ratify a conflict of interest transaction undersubsection (a)(2). The vote of those shares, however, shall be counted indetermining whether the transaction is approved under other sections of thisChapter. A majority of the shares that would if present be entitled to becounted in a vote on the transaction under this subsection constitutes a quorumfor the purpose of taking action under this section. (1955, c. 1371, s. 1; 1989,c. 265, s. 1; 2005‑268, s. 11.)
(a) A conflict ofinterest transaction is a transaction with the corporation in which a directorof the corporation has a direct or indirect interest. A conflict of interesttransaction is not voidable by the corporation solely because of the director'sinterest in the transaction if any one of the following is true:
(1) The material factsof the transaction and the director's interest were disclosed or known to theboard of directors or a committee of the board of directors and the board ofdirectors or committee authorized, approved, or ratified the transaction;
(2) The material factsof the transaction and the director's interest were disclosed or known to theshareholders entitled to vote and they authorized, approved, or ratified thetransaction; or
(3) The transaction wasfair to the corporation.
(b) For purposes ofthis section, a director of the corporation has an indirect interest in atransaction if:
(1) Another entity inwhich he has a material financial interest or in which he is a general partneris a party to the transaction; or
(2) Another entity ofwhich he is a director, officer, or trustee is a party to the transaction andthe transaction is or should be considered by the board of directors of the corporation.
(c) For purposes ofsubsection (a)(1) of this section, a conflict of interest transaction isauthorized, approved, or ratified if it receives the affirmative vote of amajority of the directors on the board of directors (or on the committee) whohave no direct or indirect interest in the transaction. If a majority of thedirectors who have no direct or indirect interest in the transaction vote toauthorize, approve, or ratify the transaction, a quorum is present for thepurpose of taking action under this section. The presence of, or a vote castby, a director with a direct or indirect interest in the transaction does notaffect the validity of any action taken under subsection (a)(1) of this sectionif the transaction is otherwise authorized, approved, or ratified as providedin that subsection.
(d) For purposes ofsubsection (a)(2), a conflict of interest transaction is authorized, approved,or ratified if it receives the vote of a majority of the shares entitled to becounted under this subsection. Shares owned by or voted under the control of adirector who has a direct or indirect interest in the transaction, and sharesowned by or voted under the control of an entity described in subsection(b)(1), may not be counted in a vote of shareholders to determine whether toauthorize, approve, or ratify a conflict of interest transaction undersubsection (a)(2). The vote of those shares, however, shall be counted indetermining whether the transaction is approved under other sections of thisChapter. A majority of the shares that would if present be entitled to becounted in a vote on the transaction under this subsection constitutes a quorumfor the purpose of taking action under this section. (1955, c. 1371, s. 1; 1989,c. 265, s. 1; 2005‑268, s. 11.)
