8.15.120 Director conflict of interest.
(a) A conflict of interest is created whenever a director has a direct, or indirect, individual and personal interest in any transaction undertaken with the corporation.
(b) Any such transaction is voidable by the corporation unless:
(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 of directors; and
(2) The board of directors or committee authorized, approved, or ratified the transaction; or
(3) The material facts of the transaction and the director’s interest were disclosed or known to the shareholders entitled to vote, and they authorized, approved, or ratified the transaction; or
(4) The transaction was in the best interests of the corporation.
(c) For purposes of this section, a director has an indirect interest in the transaction if:
(1) Another corporation, sole proprietorship, cooperative, or any other form of business for profit in which the director has any financial interest, or in which he or she is a general partner, is a party to the transaction; or
(2) Another entity of which he or she is a director, officer, or trustee is a party to the transaction, and the transaction is or should be considered by the board of directors of the corporation.
(d) For the purposes of this section, a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the board of directors, or committee members, who have no direct or indirect interest in the transaction.
(e) A transaction may not be authorized, approved, or ratified under this section by a single director. If a majority of the directors 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 direct or indirect interest in the transaction does not affect the validity of any action taken under this section if the transaction is otherwise authorized, approved or ratified by the board of directors or shareholders.
(f) A conflict of interest transaction is authorized, approved or ratified if it receives the vote of a majority of the shareholders entitled to vote. Shares owned by, or voted under, the control of a director who has a direct, or indirect, interest in the transaction, and shares owned by or voted under the control of an entity described herein, may not be counted in a vote of shareholders to determine whether to authorize, approve or ratify a conflict of interest transaction. The vote of those shares, however, is counted in determining whether a transaction is approved under other sections of the Yurok Tribe Business Corporations Code. A majority of shares entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action. [Ord. 18 Part III § 12, adopted, 10/7/2008.]