2009 Nebraska Code
Chapter 21 CORPORATIONS AND OTHER COMPANIES
21-20,114 Director; conflict of interest; directors' action.

21-20,114. Director; conflict of interest; directors' action.

(1) Directors' action respecting a transaction shall be effective for purposes of subdivision (2)(a) of section 21-20,113 if the transaction received the affirmative vote of a majority, but no fewer than two, of those qualified directors on the board of directors or on a duly empowered committee of the board of directors who voted on the transaction after either required disclosure to them, to the extent the information was not known by them, or compliance with subsection (2) of this section. Such action by a committee shall be effective only if:

(a) All members of the committee are qualified directors; and

(b) Its members are either all the qualified directors on the board or are appointed by the affirmative vote of a majority of the qualified directors on the board.

(2) If a director has a conflicting interest respecting a transaction, but neither he or she nor a related person of the director specified in subdivision (3)(a) of section 21-20,112 is a party to the transaction, and if the director has a duty under law or professional canon, or a duty of confidentiality to another person, respecting information relating to the transaction such that the director may not make the disclosure described in subdivision (4)(b) of section 21-20,112, then disclosure shall be sufficient for purposes of subsection (1) of this section if the director (a) discloses to the directors voting on the transaction the existence and nature of his or her conflicting interest and informs them of the character of and limitations imposed by that duty before their vote on the transaction and (b) plays no part, directly or indirectly, in the directors' deliberations or vote.

(3) A majority, but no fewer than two, of all the qualified directors on the board of directors or on the committee shall constitute a quorum for purposes of action that complies with this section. Directors' action that otherwise complies with this section shall not be affected by the presence or vote of a director who is not a qualified director.

(4) For purposes of this section, qualified director shall mean, with respect to a director's conflicting interest transaction, any director who does not have either (a) a conflicting interest respecting the transaction or (b) a familial, financial, professional, or employment relationship with a second director who does have a conflicting interest respecting the transaction, which relationship would, under the circumstances, reasonably be expected to exert an influence on the first director's judgment when voting on the transaction.

Source

Laws 1995, LB 109, § 114.