- No transaction between the corporation and any of its directors or officers (D/O), or any organization in which its D/O have a financial interest or serve as D/O, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates or votes in the meeting of the board or committee which authorizes the transaction, if
the transaction is approved in good faith after full disclosure by a majority vote 1. of the disinterested directors or 2. of the shareholders; or
3. the transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board, a committee or the shareholders.
- Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board or a committee which authorizes the contract or transaction.