☰ Revisor of Missouri

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 355

Effective - 01 Jul 1995, see footnote bottom

  355.416.  Director's conflict of interest. — 1.  A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a material interest.  A conflict of interest transaction is not voidable or the basis for imposing liability on a noncompensated director if the transaction was not unfair to the corporation at the time it was entered into or is approved as provided in subsection 2 or 3 of this section.

  2.  A transaction in which a noncompensated director of a public benefit or religious corporation has a conflict of interest may be approved:

  (1)  In advance by the vote of the board of directors or a committee of the board if:

  (a)  The material facts of the transaction and the director's interest are disclosed or known to the board or committee of the board; and

  (b)  The directors approving the transaction in good faith reasonably believe that the transaction is not unfair to the corporation; or

  (2)  Before or after it is consummated by obtaining approval of the:

  (a)  Attorney general; or

  (b)  The circuit court in an action in which the attorney general is joined as a party.

  3.  A transaction in which a director of a mutual benefit corporation has a conflict of interest may be approved if:

  (1)  The material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board and the board or committee of the board authorized, approved, or ratified the transaction; or

  (2)  The material facts of the transaction and the director's interest were disclosed or known to the members and they authorized, approved, or ratified the transaction.

  4.  For purposes of subsections 2 and 3 of this section, a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors on the board or on the committee, who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single director.  If a majority of the directors on the board who have no direct or indirect interest in the transaction vote to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking action under this section.  The presence of, or a vote cast by, a director with a material interest in the transaction does not affect the validity of any action taken under subdivision (1) of subsection 2 of this section or subdivision (1) of subsection 3 of this section if the transaction is otherwise approved as provided in subsection 2 of this section or subsection 3 of this section.

  5.  For purposes of subdivision (2) of subsection 3 of this section, a conflict of interest transaction is authorized, approved or ratified by the members if it receives a majority of the votes entitled to be counted under this subsection.  Votes cast by a director who has a material interest in the transaction may not be counted in a vote of members to determine whether to authorize, approve or ratify a conflict of interest transaction under subdivision (2) of subsection 3 of this section.  The vote of these members, however, is counted in determining whether the transaction is approved under other sections of this chapter.  A majority of the voting power, whether or not present, that is entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.

  6.  The articles, bylaws, or a resolution of the board may impose additional requirements on conflict of interest transactions.

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(L. 1994 H.B. 1095)

Effective 7-01-95


---- end of effective   01 Jul 1995 ----

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