A. A conflict of interests transaction is a transaction with the corporationin which a director of the corporation has an interest that precludes himfrom being a disinterested director. A conflict of interests transaction isnot voidable by the corporation solely because of the director's interest inthe transaction if any one of the following is true:
1. The material facts of the transaction and the director's interest weredisclosed or known to the board of directors or a committee of the board ofdirectors and the board of directors or committee authorized, approved orratified the transaction;
2. The material facts of the transaction and the director's interest weredisclosed to the members entitled to vote and they authorized, approved orratified the transaction; or
3. The transaction was fair to the corporation.
B. For purposes of subdivision A 1, a conflict of interests transaction isauthorized, approved, or ratified if it receives the affirmative vote of amajority of the disinterested directors on the board of directors, or on thecommittee. A transaction shall not be authorized, approved, or ratified underthis section by a single director. If a majority of the disinteresteddirectors vote to authorize, approve or ratify the transaction, a quorum ispresent for the purpose of taking action under this section. The presence of,or a vote cast by, a director who is not disinterested does not affect thevalidity of any action taken under subdivision A 1 if the transaction isotherwise authorized, approved or ratified as provided in that subsection.
C. For purposes of subdivision A 2, a conflict of interests transaction isauthorized, approved, or ratified if it receives the vote of a majority ofthe votes entitled to be counted under this subsection. The votes controlledby a director who is not disinterested may not be counted in a vote ofmembers to determine whether to authorize, approve, or ratify a conflict ofinterests transaction under subdivision A 2. The director's votes, however,may be counted in determining whether the transaction is approved under othersections of this Act. A majority of the members, whether or not present, thatare entitled to be counted in a vote on the transaction under this subsectionconstitutes a quorum for the purpose of taking action under this section.
(Code 1950, § 13.1-223; 1956, c. 428; 1985, c. 522; 2007, c. 925.)
A. A conflict of interests transaction is a transaction with the corporationin which a director of the corporation has an interest that precludes himfrom being a disinterested director. A conflict of interests transaction isnot voidable by the corporation solely because of the director's interest inthe transaction if any one of the following is true:
1. The material facts of the transaction and the director's interest weredisclosed or known to the board of directors or a committee of the board ofdirectors and the board of directors or committee authorized, approved orratified the transaction;
2. The material facts of the transaction and the director's interest weredisclosed to the members entitled to vote and they authorized, approved orratified the transaction; or
3. The transaction was fair to the corporation.
B. For purposes of subdivision A 1, a conflict of interests transaction isauthorized, approved, or ratified if it receives the affirmative vote of amajority of the disinterested directors on the board of directors, or on thecommittee. A transaction shall not be authorized, approved, or ratified underthis section by a single director. If a majority of the disinteresteddirectors vote to authorize, approve or ratify the transaction, a quorum ispresent for the purpose of taking action under this section. The presence of,or a vote cast by, a director who is not disinterested does not affect thevalidity of any action taken under subdivision A 1 if the transaction isotherwise authorized, approved or ratified as provided in that subsection.
C. For purposes of subdivision A 2, a conflict of interests transaction isauthorized, approved, or ratified if it receives the vote of a majority ofthe votes entitled to be counted under this subsection. The votes controlledby a director who is not disinterested may not be counted in a vote ofmembers to determine whether to authorize, approve, or ratify a conflict ofinterests transaction under subdivision A 2. The director's votes, however,may be counted in determining whether the transaction is approved under othersections of this Act. A majority of the members, whether or not present, thatare entitled to be counted in a vote on the transaction under this subsectionconstitutes a quorum for the purpose of taking action under this section.
(Code 1950, § 13.1-223; 1956, c. 428; 1985, c. 522; 2007, c. 925.)
A. A conflict of interests transaction is a transaction with the corporationin which a director of the corporation has an interest that precludes himfrom being a disinterested director. A conflict of interests transaction isnot voidable by the corporation solely because of the director's interest inthe transaction if any one of the following is true:
1. The material facts of the transaction and the director's interest weredisclosed or known to the board of directors or a committee of the board ofdirectors and the board of directors or committee authorized, approved orratified the transaction;
2. The material facts of the transaction and the director's interest weredisclosed to the members entitled to vote and they authorized, approved orratified the transaction; or
3. The transaction was fair to the corporation.
B. For purposes of subdivision A 1, a conflict of interests transaction isauthorized, approved, or ratified if it receives the affirmative vote of amajority of the disinterested directors on the board of directors, or on thecommittee. A transaction shall not be authorized, approved, or ratified underthis section by a single director. If a majority of the disinteresteddirectors vote to authorize, approve or ratify the transaction, a quorum ispresent for the purpose of taking action under this section. The presence of,or a vote cast by, a director who is not disinterested does not affect thevalidity of any action taken under subdivision A 1 if the transaction isotherwise authorized, approved or ratified as provided in that subsection.
C. For purposes of subdivision A 2, a conflict of interests transaction isauthorized, approved, or ratified if it receives the vote of a majority ofthe votes entitled to be counted under this subsection. The votes controlledby a director who is not disinterested may not be counted in a vote ofmembers to determine whether to authorize, approve, or ratify a conflict ofinterests transaction under subdivision A 2. The director's votes, however,may be counted in determining whether the transaction is approved under othersections of this Act. A majority of the members, whether or not present, thatare entitled to be counted in a vote on the transaction under this subsectionconstitutes a quorum for the purpose of taking action under this section.
(Code 1950, § 13.1-223; 1956, c. 428; 1985, c. 522; 2007, c. 925.)
