Okla. Stat. tit. 18, § 18-1030
This is the official text of Okla. Stat. tit. 18, § 18-1030, part of Oklahoma’s Stat. tit. 18, — part of the compiled statutory law of Oklahoma, published by the state as "Stat. tit. 18,." Browse the sections below, each linked to its official government source.
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Interested Directors - Quorum
Official statutory text
INTERESTED DIRECTORS; QUORUM
A. No contract or transaction between a corporation and one or
more of its directors or officers, or between a corporation and any
other corporation, partnership, association, or other organization
Oklahoma Statutes - Title 18. Corporations Page 341
in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the board or committee
thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:
1. The material facts as to his relationship or interest and as
to the contract or transaction are disclosed or are known to the
board of directors or the committee, and the board or committee in
good faith authorizes the contract or transaction by the affirmative
votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum;
2. The material facts as to his relationship or interest and as
to the contract or transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
shareholders; or
3. The contract or transaction is fair as to the corporation as
of the time it is authorized, approved or ratified, by the board of
directors, a committee thereof, or the shareholders.
B. Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.
A. No contract or transaction between a corporation and one or
more of its directors or officers, or between a corporation and any
other corporation, partnership, association, or other organization
Oklahoma Statutes - Title 18. Corporations Page 341
in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the board or committee
thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:
1. The material facts as to his relationship or interest and as
to the contract or transaction are disclosed or are known to the
board of directors or the committee, and the board or committee in
good faith authorizes the contract or transaction by the affirmative
votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum;
2. The material facts as to his relationship or interest and as
to the contract or transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
shareholders; or
3. The contract or transaction is fair as to the corporation as
of the time it is authorized, approved or ratified, by the board of
directors, a committee thereof, or the shareholders.
B. Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.
Status: in_force · Read it on the official government site
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