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90_SB0952ham001
LRB9002543DJbdam01
1 AMENDMENT TO SENATE BILL 952
2 AMENDMENT NO. . Amend Senate Bill 952 as follows:
3 on page 1, line 5, after "1.80,", by inserting "8.60,"; and
4 on page 6, below line 5, by inserting the following:
5 "(805 ILCS 5/8.60) (from Ch. 32, par. 8.60)
6 Sec. 8.60. Director conflict of interest. (a) If a
7 transaction is fair to a corporation at the time it is
8 authorized, approved, or ratified, the fact that a director
9 of the corporation is directly or indirectly a party to the
10 transaction is not grounds for invalidating the transaction
11 or the director's vote regarding the transaction; provided,
12 however, that. (b) in a proceeding contesting the validity
13 of such a transaction described in subsection (a), the person
14 asserting validity has the burden of proving fairness unless:
15 (1) the material facts of the transaction and the
16 director's interest or relationship were disclosed or
17 known to the board of directors or a committee of the
18 board and the board or committee authorized, approved or
19 ratified the transaction by the affirmative votes of a
20 majority of disinterested directors, even though the
21 disinterested directors be less than a quorum; or
22 (2) the material facts of the transaction and the
-2- LRB9002543DJbdam01
1 director's interest or relationship were disclosed or
2 known to the shareholders entitled to vote and they
3 authorized, approved or ratified the transaction without
4 counting the vote of any shareholder who is an interested
5 director.
6 The presence of the director, who is directly or
7 indirectly a party to the transaction described in subsection
8 (a), or a director who is otherwise not disinterested, may be
9 counted in determining whether a quorum is present but may
10 not be counted when the board of directors or a committee of
11 the board takes action on the transaction.
12 (b) For purposes of this Section, a director is
13 "indirectly" a party to a transaction if the other party to
14 the transaction is an entity in which the director has a
15 material financial interest or of which the director is an
16 officer, director or general partner.
17 (Source: P.A. 83-1025.)".