46-3-305. Interested directors and officers.

No contract or transaction between an electric membership corporation and one or more of its directors or officers, or between an electric membership corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall give rise to an award of damages or other sanctions or 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 of directors or committee thereof which authorizes the contract or transaction, or solely because any of their votes are counted for such purpose, if:#

1. (1)

   The material facts as to his or her 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 are less than a quorum; or#

2. (2)

   The material facts as to his or her interest and as to the contract or transaction are disclosed or are known to the members, and the contract or transaction is specifically approved or ratified in good faith by vote of such members; or#

3. (3)

   The contract or transaction is fair as to the electric membership corporation as of the time it is authorized, approved, or ratified by the board, a committee thereof, or the members.#

Interested directors may be counted in determining the presence of a quorum at a meeting of the board or committee thereof which authorizes the contract or transaction.#