Nevada § 82.226 - Restrictions on transactions involving interested directors or officers; compensation of directors

§ 82.226. Restrictions on transactions involving interested directors or officers; compensation of directors

1. No contract or other transaction between a corporation and one or more of its directors

or officers, or between a corporation and any corporation, firm or association in

which one or more of its directors or officers are directors or officers or are financially

interested, is void or voidable solely for this reason or solely because any such

director or officer is present at the meeting of the board of directors or a committee

thereof which authorizes or approves the contract or transaction, or because the vote

or votes of common or interested directors are counted for such purpose, if the circumstances

specified in any of the following paragraphs exist: (a) The fact of the common directorship, office or financial interest is disclosed

or known to the board of directors or committee and noted in the minutes, and the

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

good faith by a vote sufficient for the purpose without counting the vote or votes

of the common or interested director or directors. (b) The fact of the common directorship, office or financial interest is disclosed

or known to the members, if any, and they approve or ratify the contract or transaction

in good faith by a vote sufficient for the purpose. The votes of the common or interested directors or officers must be counted in any

such vote of members. (c) The fact of the common directorship or financial interest is not disclosed or

known to the director or officer at the time the transaction is brought before the

board of directors of the corporation for action. (d) The contract or transaction is fair as to the corporation at the time it is authorized

or approved. 2. Common or interested directors may be counted in determining the presence of a

quorum at a meeting of the board of directors or a committee thereof which authorizes,

approves or ratifies a contract or transaction, and if the votes of the common or

interested directors are not counted at the meeting, then a majority of the disinterested

directors may authorize, approve or ratify a contract or transaction. 3. Unless otherwise provided in the articles or the bylaws, the board of directors

may fix the compensation of directors for services in any capacity.