(a) For purposes of sections 33-600 to 33-998, inclusive, a qualified director is a director who, at the time action is to be taken under:

(1) Subdivision (6) of subsection (b) of section 33-636, is not a director (A) to whom the limitation or elimination of the duty of an officer to offer potential business opportunities to the corporation would apply, or (B) who has a material relationship with any other person to whom the limitation or elimination would apply;

(2) Section 33-724, does not have (A) a material interest in the outcome of the proceeding, or (B) a material relationship with a person who has such an interest;

(3) Section 33-773 or 33-775, (A) is not a party to the proceeding, (B) is not a director as to whom the transaction is a director’s conflicting interest transaction or who sought a disclaimer of the corporation’s interest in a business opportunity under section 33-785, which transaction or disclaimer is challenged in the proceeding, and (C) does not have a material relationship with a director described in either subparagraph (A) or (B) of this subdivision;

(4) Section 33-783, is not a director (A) as to whom the transaction is a director’s conflicting interest transaction, or (B) who has a material relationship with another director as to whom the transaction is a director’s conflicting interest transaction; or

(5) Section 33-785, is not a director who (A) pursues or takes advantage of the business opportunity, directly, or indirectly through or on behalf of another person, or (B) has a material relationship with a director or officer who pursues or takes advantage of the business opportunity, directly, or indirectly through or on behalf of another person.

(b) For purposes of this section:

(1) “Material relationship” means a familial, financial, professional or employment relationship that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken; and

(2) “Material interest” means an actual or potential benefit or detriment, other than one which would devolve on the corporation or the shareholders generally, that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken.

(c) The presence of one or more of the following circumstances shall not by itself prevent a director from being a qualified director:

(1) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter, or by any person that has a material relationship with that director, acting alone or participating with others;

(2) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter, or any individual who has a material relationship with that director, is also a director; or

(3) With respect to action to be taken under section 33-724, status as a named defendant, as a director against whom action is demanded or as a director who approved the conduct being challenged.

(P.A. 06-68, S. 2; P.A. 17-108, S. 11.)

History: P.A. 17-108 amended Subsec. (a) to add new Subdiv. (1) re director under Sec. 33-636(b)(6), redesignated existing Subdivs. (1) to (4) as Subdivs. (2) to (5), amended redesignated Subdiv. (3)(B) by replacing “who sought approval for” with “as to whom the transaction is”, deleting reference to Sec. 33-783, adding “who sought”, and replacing “approval” with “transaction”, amended redesignated Subdiv. (5) by replacing provisions re qualified director under Sec. 33-785 with provisions re director under Sec. 33-785.