Sec. 33-1128. Judicial action.
Sec. 33-1128. Judicial action. (a) A transaction effected or proposed to be effected
by the corporation, or by an entity controlled by the corporation, may not be the subject
of equitable relief, or give rise to an award of damages or other sanctions against a
director of the corporation, in a proceeding by a member or director or by or in the
right of the corporation, on the ground that the director has an interest respecting the
transaction, if it is not a director's conflicting interest transaction.
(b) A director's conflicting interest transaction may not be the subject of equitable
relief, or give rise to an award of damages or other sanctions against a director of the
corporation, in a proceeding by a member or director or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if: (1)
Directors' action respecting the transaction was taken in compliance with section 33-1129 at any time; (2) members' action respecting the transaction was taken in compliance
with section 33-1130 at any time; or (3) the transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.
(P.A. 96-256, S. 94, 209; P.A. 06-68, S. 23.)
History: P.A. 96-256 effective January 1, 1997; P.A. 06-68 amended Subsec. (a) by replacing former provisions with
revised language re transaction that is not a director's conflicting interest transaction and amended Subsec. (b) by replacing
"enjoined, set aside" with "the subject of equitable relief", inserting "against a director of the corporation", replacing
provision re personal, economic or other association of director with "on the ground that the director", replacing "interest
in the transaction" with "interest respecting the transaction" and "time of commitment" with "relevant time" and making
technical changes.