Detailed Answer
(a) The transaction the director wishes to have with the
corporation is not a conflict of interest if any one of the following
is true. (1) The transaction is fair and reasonable for the corporation.
(2) The shareholders are given the relevant facts and they
approve it by a majority vote. (3) The board of directors are
given the relevant facts and they approve it by a majority vote of
the disinterested members of the board of directors.