(1) A “qualified director” is a director who, at the time action is to be taken under:

(a) Section 607.0744, does not have a material interest in the outcome of the proceeding or a material relationship with a person who has such an interest;

(b) Section 607.0832, is not a director as to whom the transaction is a director’s conflict of interest transaction, or who has a material relationship with another director as to whom the transaction is a director’s conflict of interest transaction; or

(c) Section 607.0853 or s. 607.0855:

1. Is not a party to the proceeding;

2. Is not a director as to whom a transaction is a director’s conflict of interest transaction, which transaction is challenged in the proceeding; and

3. Does not have a material relationship with a director who is disqualified by virtue of not meeting the requirements of subparagraph 1. or subparagraph 2.

(2) For purposes of this section:

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

(b) “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.

(3) The presence of one or more of the following circumstances does not automatically prevent a director from being a qualified director:

(a) 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;

(b) 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 or was also a director; or

(c) With respect to action pursuant to s. 607.0744, status as a named defendant, as a director against whom action is demanded, or as a director who approved the conduct being challenged.

History.—s. 15, ch. 2019-90.