Alabama § 10A-3A-1.60 - Qualified Director.

§ 10A-3A-1.60. Qualified Director.

(a) As used in this chapter, unless otherwise specified or unless the context otherwise requires, “qualified director” is a director who, at the time action is to be taken under:

(1) Section 10A-3A-2.02(b)(6), is not a director (i) to whom the limitation or elimination of the duty of an officer to offer potential corporate opportunities to the nonprofit corporation would apply or (ii) who has a material relationship with any other person to whom the limitation or elimination would apply;

(2) Section 10A-3A-8.53 or Section 10A-3A-8.55, (i) is not a party to the proceeding, (ii) is not a director as to whom a transaction is a conflicting interest transaction or who sought a disclaimer of the nonprofit corporation’s interest in a corporate opportunity under Section 10A-3A-8.70, which transaction or disclaimer is challenged, and (iii) does not have a material relationship with a director described in either clause (i) or clause (ii) of this subsection (a)(2);

(3) Sections 10A-3A-8.61 or 10A-3A-8.62, is not a director (i) as to whom the act or transaction is a conflicting interest transaction, (ii) who has a material relationship with another director as to whom the act or transaction is a conflicting interest transaction, or (iii) who has a material relationship with a controlling person that has a material financial interest in the act or transaction; or

(4) Section 10A-3A-8.70, is not a director who (i) pursues or takes advantage of a corporate opportunity, directly, or indirectly through or on behalf of another person or (ii) has a material relationship with a director or officer who pursues or takes advantage of a corporate opportunity, directly, or indirectly through or on behalf of another person.

(b) As used in this chapter, unless otherwise specified or unless the context otherwise requires, a “material relationship” means a familial, financial, professional, employment, or other relationship that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the negotiation, authorization, or approval of the act or transaction at issue.

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

(1) designation, nomination, or vote in the election of the director to the current board of directors by any director who is not a qualified director with respect to the matter (or by any person that has a material financial interest in an act or transaction), acting alone or participating with others; or

(2) service as a director of another nonprofit 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 or was also a director.