Ohio § 1702.301

§ 1702.301.

(A) Unless otherwise provided in the articles or the regulations: (1) No contract, action, or transaction is void or voidable with respect to a corporation

because the contract, action, or transaction is between or affects the corporation

and one or more of its directors or officers, or is between or affects the corporation

and any other person in which one or more of the corporation's directors or officers

are directors or officers, or in which one or more of the corporation's directors

or officers have a financial or personal interest, or because one or more interested

directors or officers participate in or vote at the meeting of the directors or a

committee of the directors that authorizes the contract, action, or transaction, if

any of the following applies: (a) The material facts as to the director's relationship or interest and as to the contract,

action, or transaction are disclosed or are known to the directors or the committee,

and the directors or committee, in good faith reasonably justified by the material

facts, authorizes the contract, action, or transaction by the affirmative vote of

a majority of the disinterested directors, even though the disinterested directors

constitute less than a quorum of the directors or the committee; (b) The material facts as to the director's relationship or interest and as to the contract,

action, or transaction are disclosed or are known to the members entitled to vote

on the contract, action, or transaction, and the contract, action, or transaction

is specifically approved at a meeting of the members held for the purpose of voting

on the contract, action, or transaction, by the affirmative vote of a majority of

the voting members of the corporation who are not interested in the contract, action,

or transaction; (c) The contract, action, or transaction is fair as to the corporation as of the time

it is authorized or approved by the directors, a committee of the directors, or the

members. (2) Common or interested directors may be counted in determining the presence of a quorum

at a meeting of the directors, or of a committee of the directors, that authorizes

such a contract, action, or transaction. (3) The directors, by the affirmative vote of a majority of those in office, and irrespective

of any financial or personal interest of any of the directors, shall have authority

to establish reasonable compensation, which may include pension, disability, and death

benefits, for services to the corporation by directors and officers, or to delegate

that authority to establish reasonable compensation to one or more officers or directors. (B) Divisions (A)(1) and (2) of this section do not limit or otherwise affect the liability

of directors under section 1702.55 of the Revised Code . (C) For purposes of division (A) of this section, a director is not an interested director

solely because the subject of a contract, action, or transaction may involve or effect

a change in control of the corporation or the director's continuation in office as

a director of the corporation. (D) For purposes of this section, “ action ” means a resolution that is adopted by the directors or a committee of the directors.