A.  No contract or transaction between a trust company and one or more of its directors or officers, or between a trust company and any other person in which one or more of its directors or officers have a financial interest, shall be void or voidable solely for this reason or solely because his or their votes were counted for such purpose if either of the following occurs:

(1)  The material facts as to his interest and as to the contract or transaction were disclosed or known to the board of directors or the committee, and the board or committee in good faith authorized the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested director or directors, and the material facts as to his interest and as to the contract or transaction were disclosed or known to the stockholders entitled to vote thereon, and the contract or transaction was approved in good faith by vote of the stockholders.

(2)  The contract was fair to the trust company as determined by the commissioner as of the time it was authorized, approved, or ratified by the board of directors, committee, or stockholders.

B.  Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorized the contract or transaction.

Acts 2003, No. 573, §1, eff. June 27, 2003.