§ 7-1.2-807 - Director and officer conflicts of interest.
SECTION 7-1.2-807
§ 7-1.2-807 Director and officer conflictsof interest. – (a) No contract or transaction between a corporation and one or more of itsdirectors or officers, or between a corporation and any other corporation,partnership, association, or other organization in which one or more of itsdirectors or officers are directors or officers or have a financial interest,is void or voidable nor are the directors or officers liable with respect tothe contract or transaction solely for this reason, or solely because thedirector or officer is present at, or participates in, the meeting of the boardor committee of the board which authorizes the contract or transaction, orsolely because his or her or their votes are counted for that purpose, if:
(1) The material facts as to his or her or their interest orrelationship are disclosed or are known to the board of directors or thecommittee, and the board of directors or committee authorizes, approves, orratifies the contract or transaction by the affirmative votes of a majority ofthe disinterested directors, even though the disinterested directors are lessthan a quorum; or
(2) The material facts as to his or her or their interest orrelationship are disclosed or are known to the shareholders entitled to vote onthe contract or transaction, and the contract or transaction is specificallyauthorized, approved, or ratified by vote of the shareholders; or
(3) The contract or transaction is fair and reasonable as tothe corporation.
(b) Common or interested directors may be counted indetermining the presence of a quorum at a meeting of the board of directors orof a committee which authorizes the contract or transaction.