2005 Idaho Code - 30-3-81 — DIRECTOR -- CONFLICT OF INTEREST

                                  TITLE  30
                                 CORPORATIONS
                                  CHAPTER 3
                       IDAHO NONPROFIT CORPORATION ACT
    30-3-81.  DIRECTOR -- CONFLICT OF INTEREST. (1) A conflict of interest
transaction is a transaction with the corporation in which a director of the
corporation has a direct or indirect interest. A conflict of interest
transaction is not voidable or the basis for imposing liability on the
director if the transaction was fair at the time it was entered into or is
approved as provided in subsection (2) of this section.
    (2)  A transaction in which a director of a corporation has a conflict of
interest may be approved if:
    (a)  The material facts of the transaction and the director's interest
    were disclosed or known to the board of directors or a committee of the
    board and the board or committee of the board authorized, approved or
    ratified the transaction; or
    (b)  The material facts of the transaction and the director's interest
    were disclosed or known to the members and they authorized, approved or
    ratified the transaction.
    (3)  For purposes of this section, a director of the corporation has an
indirect interest in a transaction if:
    (a)  Another entity in which the director has a material interest or in
    which the director is a general partner is a party to the transaction; or
    (b)  Another entity of which the director is a director, officer or
    trustee is a party to the transaction.
    (4)  For purposes of subsection (2) of this section, a conflict of
interest transaction is authorized, approved or ratified, if it receives the
affirmative vote of a majority of the directors on the board or on the
committee, who have no direct or indirect interest in the transaction.  If a
majority of the directors on the board who have no direct or indirect interest
in the transaction vote to authorize, approve or ratify the transaction, a
quorum is present for the purpose of taking action under this section. The
presence of, or a vote cast by, a director with a direct or indirect interest
in the transaction does not affect the validity of any action taken under
subsection (2)(a) of this section if the transaction is otherwise approved as
provided in subsection (2) of this section.
    (5)  For purposes of subsection (2)(b) of this section, a conflict of
interest transaction is authorized, approved or ratified by the members if it
receives a majority of the votes entitled to be counted under this subsection.
Votes cast by or voted under the control of a director who has a direct or
indirect interest in the transaction, and votes cast by or voted under the
control of an entity described in subsection (c)(1) of this section, may not
be counted in a vote of members to determine whether to authorize, approve or
ratify a conflict of interest transaction under subsection (3)(a) of this
section. The vote of these members, however, is counted in determining whether
the transaction is approved under other sections of this act. A majority of
the voting power, whether or not present, that are entitled to be counted in a
vote on the transaction under this subsection constitutes a quorum for the
purpose of taking action under this section.
    (6)  The articles, bylaws or a resolution of the board may impose
additional requirements on conflict of interest transactions.