48-58-302 - Director and officer conflict of interest.
48-58-302. Director and officer conflict of interest.
(a) A conflict of interest transaction is a transaction with the corporation in which a director or officer of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the director or officer if the transaction was fair at the time it was entered into or is approved as provided in subsection (b).
(b) A transaction in which a director or officer of a corporation has a conflict of interest may be approved if:
(1) The material facts of the transaction and the director's or officer's interest were disclosed or known to the board of directors or a committee consisting entirely of members of the board of directors and the board of directors or such committee authorized, approved, or ratified the transaction;
(2) The material facts of the transaction and the director's or officer's interest were disclosed or known to the members and they authorized, approved, or ratified the transaction; or
(3) Approval is obtained from:
(A) The attorney general and reporter; or
(B) A court of record having equity jurisdiction in an action in which the attorney general and reporter is joined as party.
(c) For the purposes of this section, a director or officer of the corporation has an indirect interest in a transaction if, but not only if:
(1) Another entity in which the director or officer has a material interest or in which the director or officer is a general partner is a party to the transaction; or
(2) Another entity of which the director or officer is a director, officer, or trustee is a party to the transaction.
(d) For purposes of subsection (b), a conflict of interest transaction is authorized, approved, or ratified, if it receives the affirmative vote of a majority of the directors on the board or on the committee consisting entirely of members of the board of directors, who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single director. If a majority of the directors on the board who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subdivision (b)(1) if the transaction is otherwise approved as provided in subsection (b).
(e) For purposes of subdivision (b)(2), a conflict of interest transaction is authorized, approved, or ratified by the members if it receives a majority of the votes entitled to be counted under this subsection. Votes cast by or voted under the control of a director who has a direct or indirect interest in the transaction, and votes cast by or voted under the control of an entity described in subdivision (c)(1), may not be counted in a vote of members to determine whether to authorize, approve, or ratify a conflict of interest transaction under subdivision (b)(2). The vote of these members, however, is counted in determining whether the transaction is approved under other sections of chapters 51-68 of this title. A majority of the voting power, whether or not present, that is entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.
(f) The charter, bylaws, or a resolution of the board may impose additional requirements on conflict of interest transactions.
[Acts 1987, ch. 242, § 8.31.]