2011 Connecticut Code
Title 33 Corporations
Chapter 601 Business Corporations
Sec. 33-605. Qualified director.

      Sec. 33-605. Qualified director. (a) For purposes of sections 33-600 to 33-998, inclusive, a qualified director is a director who, at the time action is to be taken under:

      (1) Section 33-724, does not have (A) a material interest in the outcome of the proceeding, or (B) a material relationship with a person who has such an interest;

      (2) Section 33-773 or 33-775, (A) is not a party to the proceeding, (B) is not a director who sought approval for a director's conflicting interest transaction under section 33-783 or a disclaimer of the corporation's interest in a business opportunity under section 33-785, which approval or disclaimer is challenged in the proceeding, and (C) does not have a material relationship with a director described in either subparagraph (A) or (B) of this subdivision;

      (3) Section 33-783, is not a director (A) as to whom the transaction is a director's conflicting interest transaction, or (B) who has a material relationship with another director as to whom the transaction is a director's conflicting interest transaction; or

      (4) Section 33-785, would be a qualified director under subdivision (3) of this subsection if the business opportunity were a director's conflicting interest transaction.

      (b) For purposes of this section:

      (1) "Material relationship" means a familial, financial, professional or employment relationship that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken; and

      (2) "Material interest" means an actual or potential benefit or detriment, other than one which would devolve on the corporation or the shareholders generally, that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken.

      (c) The presence of one or more of the following circumstances shall not by itself prevent a director from being a qualified director:

      (1) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter, or by any person that has a material relationship with that director, acting alone or participating with others;

      (2) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter, or any individual who has a material relationship with that director, is also a director; or

      (3) With respect to action to be taken under section 33-724, status as a named defendant, as a director against whom action is demanded or as a director who approved the conduct being challenged.

      (P.A. 06-68, S. 2.)