N.D. Cent. Code § 10-33-46

10-33-46. Director conflicts of interest

1. A contract or other transaction between a corporation and its director or a member of

the family of its director; a director of a related organization, or a member of the family

of a director of a related organization; or an organization in or of which the

corporation's director, or a member of the family of its director, is a director, officer, or

legal representative or has a material financial interest, is not void or voidable because

the director or the other individual or organization are parties or because the director is

present at the meeting of the members or the board or a committee at which the

contract or transaction is authorized, approved, or ratified, if at least one of the

requirements of subsection 2 is satisfied.

2. A contract or transaction described in subsection 1 is not void or voidable if:

a. The contract or transaction was, and the person asserting the validity of the

contract or transaction has the burden of establishing that the contract or

transaction was, fair and reasonable as to the corporation when it was

authorized, approved, or ratified;

b. The material facts as to the contract or transaction and as to the director's

interest are fully disclosed or known to the members and the contract or

transaction is approved in good faith by two-thirds of the members entitled to

vote, not counting any vote that the interested director might otherwise have, or

the unanimous affirmative vote of all members, whether or not entitled to vote;

c. The material facts as to the contract or transaction and as to the director's

interest are fully disclosed or known to the board or a committee, and the board

or committee authorizes, approves, or ratifies the contract or transaction in good

faith by a majority of directors or committee members currently holding office.

However, the interested director or directors may not vote and are not considered

for purposes of a quorum. If as a result the number of remaining directors is not

sufficient to reach a quorum, then a quorum for the purpose of considering the

contract or transaction is the number of remaining directors or committee

members, not counting any vote that the interested director might otherwise have,

and not counting the director in determining the presence of a quorum; or

d. The contract or transaction is a merger or consolidation described in section

10-33-85.

3. For purposes of this section:

a. A director does not have a material financial interest in a resolution fixing the

compensation of the director or fixing the compensation of another director as a

director, officer, employee, or agent of the corporation, even though the first

director is also receiving compensation from the corporation;

b. A director has a material financial interest in an organization in which the director,

or a member of the family of the director, has a material financial interest; and

c. A "member of the family" of a director is a spouse, parent, child, child of a

spouse, brother, sister, or the spouse of any of them.

4. The procedures described under subdivisions a, b, and c of subsection 2 are not

required if the contract or other transaction is between related organizations.