Guam § 28861 - (b)(1) if the transaction received the affirmative vote of a majority

§ 28861. (b)(1) if the transaction received the affirmative vote of a majority

but no fewer than two (2) of those qualified directors on the board of

directors or on a duly empowered committee of the board 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 (b);

provided that action by a committee is so effective only if:

(1) all its members are qualified directors, and

(2) 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.

(b) If a director has a conflicting interest respecting a transaction, but

neither he nor a related person of the director specified in § 28860(c)(1) 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 § 28860(d)(2), then disclosure is sufficient for

purposes of Subsection (a) if the director:

(1) discloses to the directors voting on the transaction the

existence and nature of his conflicting interest and informs them of the

character and limitations imposed by that duty before their vote on the

transaction, and

(2) plays no part, directly or indirectly, in their deliberations or

vote.

(c) A majority (but no fewer than two (2) of all the qualified directors

on the board of directors, or on the committee, constitutes a quorum for

purposes of action that complies with this Section. Directors’ action that

otherwise complies with this Section is not affected by the presence or vote

of a director who is not a qualified director.

(d) For purposes of this Section, “qualified director” means, with

respect to a director’s conflicting interest transaction, any director who does

not have either

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(1) a conflicting interest respecting the transaction, or

(2) a familial, financial, professional, or employment relationship

with a second director who does have a conflicting interest respecting

the transaction, which relationship would, in the circumstances,

reasonably be expected to exert an influence on the first director’s

judgment when voting on the transaction.