§ 7-1.2-807. Director and officer conflicts of interest.
(a) No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, is void or voidable nor are the directors or officers liable with respect to the contract or transaction solely for this reason, or solely because the director or officer is present at, or participates in, the meeting of the board or committee of the board which authorizes the contract or transaction, or solely 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 or relationship are disclosed or are known to the board of directors or the committee, and the board of directors or committee authorizes, approves, or ratifies the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or
(2) The material facts as to his or her or their interest or relationship are disclosed or are known to the shareholders entitled to vote on the contract or transaction, and the contract or transaction is specifically authorized, approved, or ratified by vote of the shareholders; or
(3) The contract or transaction is fair and reasonable as to the corporation.
(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.
(P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.)