§415-41 Director conflicts of interest. No contract or other transaction between a corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested, shall be either void or voidable because of this relationship or interest or because the director or directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies the contract or transaction or because the votes of the interested director or directors are counted for that purpose, if:

(1) The fact of the relationship or interest is disclosed or known to the board of directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of the interested director or directors; or

(2) The fact of the relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify the contract or transaction by vote or written consent; or

(3) The contract or transaction is fair and reasonable to the corporation.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies the contract or transaction. [L 1983, c 167, pt of §1; am L 1985, c 270, §4; am L 1987, c 135, §24]