3565

(a) No contract or transaction between a corporation and one (1) or more of its directors or officers, or between a corporation and any other corporation, partnership, association or other organization in which one (1) or more of its directors or officers are directors or officers, or in which they may have a financial or economic interest shall be null or nullified solely for such reason, or for the simple fact that the director or officer attends a meeting of the board of directors or of a committee of such board, or participates therein, at which the contract or transaction is authorized, or because his/her vote or votes have been counted for such purposes, if any of the following alternatives is present:\n(1) Influencing, material or significant facts of the relationship or interest, or relating to the contract or transaction, are disclosed to the board of directors; or these are known to the board of directors or to the committee of the board, and the board of directors or the committee authorizes the contract or transaction in good faith by the affirmative vote of the majority of the disinterested directors, even when these do not constitute a quorum; or\n(2) the

s or the committee authorizes the contract or transaction in good faith by the affirmative vote of the majority of the disinterested directors, even when these do not constitute a quorum; or\n(2) the stockholders entitled to vote know or are disclosed the influencing, material or significant facts of the relationship or interest relating to the contract or transaction, and specifically approve the contract or transaction with their votes in good faith, or\n(3) the contract or transaction in question is fair and reasonable for the corporation at the time it is authorized, adopted or ratified by the board of directors, by the committee designated by the board of directors or by the stockholders.\n(b) For purposes of determining a quorum, the directors interested in the contract or transaction and who participate in the board meeting (meeting as a whole or in committee), at which the aforementioned contract or transaction is approved, may be counted.\nHistory —Dec. 16, 2009, No. 164, § 4.05.