1(1) 2A “qualified director” is a director who, at the time action is to be taken under:
18(a) 19Section 20607.0744, 21does not have a material interest in the outcome of the proceeding or a material relationship with a person who has such an interest;
45(b) 46Section 47607.0832, 48is 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
1012. 102Is not a director as to whom a transaction is a director’s conflict of interest transaction, which transaction is challenged in the proceeding; and
1263. 127Does not have a material relationship with a director who is disqualified by virtue of not meeting the requirements of subparagraph 1. or subparagraph 2.
152(2) 153For purposes of this section:
158(a) 159“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.
191(b) 192“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.
236(3) 237The presence of one or more of the following circumstances does not automatically prevent a director from being a qualified director:
258(a) 259Nomination 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;
301(b) 302Service 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
342(c) 343With respect to action pursuant to s. 350607.0744, 351status as a named defendant, as a director against whom action is demanded, or as a director who approved the conduct being challenged.
