N.Y. BSC Law § 713

§ 713. Interested directors.\n (a) No contract or other transaction between a corporation and one or\nmore of its directors, or between a corporation and any other\ncorporation, firm, association or other entity in which one or more of\nits directors are directors or officers, or have a substantial financial\ninterest, shall be either void or voidable for this reason alone or by\nreason alone that such director or directors are present at the meeting\nof the board, or of a committee thereof, which approves such contract or\ntransaction, or that his or their votes are counted for such purpose:\n (1) If the material facts as to such director's interest in such\ncontract or transaction and as to any such common directorship,\nofficership or financial interest are disclosed in good faith or known\nto the board or committee, and the board or committee approves such\ncontract or transaction by a vote sufficient for such purpose without\ncounting the vote of such interested director or, if the votes of the\ndisinterested directors are insufficient to constitute an act of the\nboard as defined in section 708 (Action by the board), by unanimous vote\nof the disinterested directors; or\n (2) If the material facts as to such director's interest in such\ncontract or transaction and as to any such common directorship,\nofficership or financial interest are disclosed in good faith or known\nto the shareholders entitled to vote thereon, and such contract or\ntransaction is approved by vote of such shareholders.\n (b) If a contract or other transaction between a corporation and one\nor more of its directors, or between a corporation and any other\ncorporation, firm, association or other entity in which one or more of\nits directors are directors or officers, or have a substantial financial\ninterest, is not approved in accordance with paragraph (a), the\ncorporation may avoid the contract or transaction unless the party or\nparties thereto shall establish affirmatively that the contract or\ntransaction was fair and reasonable as to the corporation at the time it\nwas approved by the board, a committee or the shareholders.\n (c) Common or interested directors may be counted in determining the\npresence of a quorum at a meeting of the board or of a committee which\napproves such contract or transaction.\n (d) The certificate of incorporation may contain additional\nrestrictions on contracts or transactions between a corporation and its\ndirectors and may provide that contracts or transactions in violation of\nsuch restrictions shall be void or voidable by the corporation.\n (e) Unless otherwise provided in the certificate of incorporation or\nthe by-laws, the board shall have authority to fix the compensation of\ndirectors for services in any capacity.\n