Section 14-3-865. Voidability of conflicting interest transaction

   (a) As used in this Code section, the term:

   (1) "Officer" means a person who is not a director and who is holding an office described in the bylaws of the corporation or appointed by the board of directors in accordance with the bylaws of the corporation.

   (2) "Officer's conflicting interest transaction" means any transaction, other than a director's conflicting interest transaction as defined in paragraph (2) of Code Section 14-3-860, between a corporation (or a subsidiary of the corporation or any other entity in which the corporation has a controlling interest) and one or more of its officers or between a corporation and a related person of an officer.

   (3) "Related person" of an officer shall have the same meaning with respect to an officer that this term has with respect to a director in paragraph (3) of Code Section 14-3-860.

   (4) "Required disclosure" with respect to an officer shall have the same meaning as this term has with respect to a director in paragraph (4) of Code Section 14-3-860.

   (5) "Time of commitment" shall have the same meaning as in paragraph (5) of Code Section 14-3-860.

(b) No officer's conflicting interest transaction shall be void or voidable solely because the officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction.

(c) An officer's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in an action by a member or by or in the right of the corporation, on the ground of an interest in the transaction of the officer or any person with whom or which he or she has a personal, economic, or other association, if:

   (1) The transaction was approved by the board of directors after required disclosure;

   (2) The transaction was approved by the members after required disclosure;

   (3) The action was approved by the superior court in an action to which the Attorney General was a party; or

   (4) The transaction, judged in the circumstances at the time of commitment, is established to have been fair to the corporation.

Code 1981, § 14-3-865, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 66.