14-3-863. Members’ action following disclosure of conflict.

Members’ action respecting a transaction is effective for purposes of paragraph (2) of subsection (b) of Code Section 14-3-861 if a majority of the votes entitled to be cast by all qualified members were cast in favor of the transaction after (1) notice to members describing the director’s conflicting interest transaction, (2) provision of the information referred to in subsection (d) of this Code section, and (3) required disclosure to the members who voted on the transaction (to the extent the information was not known by them).#

For purposes of this Code section, “qualified members” means any members entitled to vote with respect to a director’s conflicting interest transaction except the director who is a member and who has a conflicting interest respecting the transaction and members that, to the knowledge, before the vote, of the secretary (or other officer or agent of the corporation authorized to tabulate votes) are members with a conflicting interest as described in subparagraph (B) of paragraph (1) of Code Section 14-3-860, are beneficially owned (or whose voting is controlled) by a director who has a conflicting interest respecting the transaction or by a related person of the director, or both.#

A majority of the votes entitled to be cast by all qualified members constitutes a quorum for purposes of action that complies with this Code section. Subject to the provisions of subsection (d) of this Code section, members’ action that otherwise complies with this Code section is not affected by the presence of, or the voting by, members that are not qualified members.#

For purposes of compliance with subsection (a) of this Code section, a director who has a conflicting interest respecting the transaction shall, before the members’ vote, inform the secretary (or other officer or agent of the corporation authorized to tabulate votes) of the identity of all members that to the knowledge of the director are members with a conflicting interest as described in subparagraph (B) of paragraph (1) of Code Section 14-3-860, are beneficially owned (or whose voting is controlled) by the director who has a conflicting interest respecting the transaction or by a related person of the director, or both.#

If a members’ vote does not comply with subsection (a) of this Code section solely because of a failure of a director to comply with subsection (d) of this Code section, and if the director establishes that this failure did not determine and was not intended by him or her to influence the outcome of the vote, the court may, with or without further proceedings respecting paragraph (3) of subsection (b) of Code Section 14-3-861, take such action respecting the transaction and the director, and give such effect, if any, to the members’ vote, as it considers appropriate in the circumstances.#