§ 55A-8-31. Director conflict of interest. - North Carolina Statutes

§55A‑8‑31.  Director conflict of interest.

(a)        A conflict ofinterest transaction is a transaction with the corporation in which a directorof the corporation has a direct or indirect interest.  A conflict of interesttransaction is not voidable by the corporation solely because of the director'sinterest in the transaction if any one of the following is true:

(1)        The material factsof the transaction and the director's interest were disclosed or known to theboard of directors or a committee of the board and the board or committeeauthorized, approved, or ratified the transaction;

(2)        The material factsof the transaction and the director's interest were disclosed or known to themembers entitled to vote and they authorized, approved, or ratified the transaction;or

(3)        The transaction wasfair to the corporation.

(b)        For purposes ofthis section, a director of the corporation has an indirect interest in atransaction if:

(1)        Another entity inwhich he has a material financial interest or in which he is a general partneris a party to the transaction; or

(2)        Another entity ofwhich he is a director, officer, or trustee is a party to the transaction andthe transaction is or should be considered by the board of directors of thecorporation.

(c)        For purposes ofsubdivision (a)(1) of this section, a conflict of interest transaction isauthorized, approved, or ratified if it receives the affirmative vote of amajority of the directors on the board of directors (or on the committee) whohave no direct or indirect interest in the transaction, but a transaction shallnot be authorized, approved, or ratified under this section by a singledirector.  If a majority of the directors who have no direct or indirectinterest in the transaction vote to authorize, approve, or ratify thetransaction, a quorum is present for the purpose of taking action under thissection.  The presence of, or a vote cast by, a director with a direct orindirect interest in the transaction does not affect the validity of any actiontaken under subdivision (a)(1) of this section if the transaction is otherwiseauthorized, approved, or ratified as provided in that subdivision.

(d)        For purposes ofsubdivision (a)(2) of this section, a conflict of interest transaction isauthorized, approved, or ratified by the members if it receives a majority ofthe votes entitled to be counted under this subsection.  Votes cast by or votedunder the control of a director who has a direct or indirect interest in thetransaction, and votes cast by or voted under the control of an entitydescribed in subdivision (b)(1) of this section, shall not be counted in a voteof members to determine whether to authorize, approve, or ratify a conflict ofinterest transaction under subdivision (a)(2) of this section.  The vote of thesemembers, however, is counted in determining whether the transaction is approvedunder other sections of this Chapter.  A majority of the votes, whether or notpresent, that are entitled to be cast in a vote on the transaction under thissubsection constitutes a quorum for the purpose of taking action under thissection.

(e)        The articles ofincorporation, bylaws, or a resolution of the board may impose additionalrequirements on conflict of interest transactions. (1985 (Reg. Sess., 1986), c.801, s. 26; 1993, c. 398, s. 1.)