(805 ILCS 105/108.60)
(from Ch. 32, par. 108.60)
Director conflict of interest.
(a) If a
transaction is fair to a corporation at the time it is
authorized, approved, or ratified, the fact that a director
of the corporation is directly or indirectly a party to the
transaction is not grounds for invalidating the transaction.
(b) In a proceeding contesting the validity of a
transaction described in subsection (a), the person
asserting validity has the burden of proving fairness
(1) The material facts of the transaction and the
(c) The presence of the director, who is directly or
indirectly a party to the transaction described in
subsection (a), or a director who is otherwise not
disinterested, may be counted in determining whether a
quorum is present but may not be counted when the board of
directors or a committee of the board takes action on the
(d) For purposes of this Section, a director is
"indirectly" a party to a transaction if the other party to
the transaction is an entity in which the director has a
material financial interest or of which the director is an
officer, director or general partner; except that if a director is an officer or director of both parties to a transaction involving a grant or contribution, without consideration, from one entity to the other, that director is not "indirectly" a party to the transaction provided the director does not have a material financial interest in the entity that receives the grant or contribution.
(Source: P.A. 96-649, eff. 1-1-10; 96-994, eff. 7-2-10.)