Article 9. Contracts With Directors
No director of this corporation nor any other corporation, firm, association, or other entity
in which one or more of this corporation's directors are directors or have a material
financial interest, shall be interested, directly or indirectly, in any contract or transaction
with this corporation, unless
- (a) the material facts regarding that director's financial interest in such contract or
transaction or regarding such common directorship, officership, or financial
interest are fully disclosed in good faith and noted in the minutes, or are known to
all members of the board prior to the board's consideration of such contract or
transaction;
- (b) such contract or transaction is authorized in good faith by a majority of the
board by a vote sufficient for that purpose without counting the votes of the
interested directors;
- (c) before authorizing or approving the transaction, the board considers and in good
faith decides after reasonable investigation that the corporation could not obtain a
more advantageous arrangement with reasonable effort under the circumstances;
and
- (d) the corporation for its own benefit enters into the transaction, which is fair
and reasonable to the corporation at the time the transaction is entered into.
This Section does not apply to a transaction that is part of an educational or charitable
program of this corporation if it
- (a) is approved or authorized by the corporation in good faith and without
unjustified favoritism and
- (b) results in a benefit to one or more directors or their families because they are in
the class of persons intended to be benefited by the educational or charitable
program of this corporation,