Section 23-18-321 - Board of directors(a)(1) The business and affairs of a corporation shall be managed by a board of directors, not fewer than three (3) in number, which shall exercise all the powers of the corporation, except such as are conferred upon the members by this subchapter, by the articles of incorporation, or by the bylaws of the corporation.(2) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee: (B) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and(C) In a manner he or she reasonably believes to be in the best interests of the corporation.(3) In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:(A) One (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;(B) Legal counsel, public accountants, engineers, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or(C) A committee of the board of directors of which he or she is not a member if the director reasonably believes the committee merits confidence.(4) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subdivision (a)(3) of this section unwarranted.(5) A director is not liable for any action taken as a director, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this section.(b) The bylaws may prescribe qualifications for directors.(c) The directors shall be members of the corporation and shall be entitled to such compensation and reimbursement for expenses actually and necessarily incurred by them as may be provided in the bylaws.(d) The directors, other than those named in the certificate of incorporation to serve until the first annual meeting of members, shall be elected annually, or as otherwise provided in the bylaws, by the members.(e) Any vacancy occurring in the board and any directorship to be filled shall be filled, as provided in the bylaws, by persons who shall serve until directors may be regularly elected as provided for in this subchapter.(f)(1) Meetings of the board, regular or special, shall be held at such place and upon such notice as the bylaws may prescribe.(2) Attendance of a director at any meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.(3) Neither the business to be transacted at nor the purpose of any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such a meeting.(4) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.(5) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.(g)(1) A majority of the board shall constitute a quorum for the transaction of business unless a greater number is required by the articles of incorporation or the bylaws.(2) The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board unless the act of a greater number is required by the articles of incorporation or the bylaws.(h)(1)(A) A conflict-of-interest transaction is a transaction with the corporation in which a director of the corporation has direct or indirect interest.(B) A conflict-of-interest transaction is not voidable by the corporation solely because of the director's interest in the transaction if any one (1) of the following is true: (i) The material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board of directors and the board of directors or committee authorized, approved, or ratified the transaction;(ii) The material facts of the transaction and the director's interest were disclosed or known to the members entitled to vote and they authorized, approved, or ratified the transaction; or(iii) The transaction was fair to the corporation.(2) For purposes of this section, a director of the corporation has an indirect interest in a transaction and it should be considered by the board of directors of the corporation if: (A) Another entity in which he or she has a material financial interest of, in which he or she is a general partner, is a party to the transaction; or(B) Another entity of which he or she is a director, officer, or trustee, is a party to the transaction.(3) For purposes of subdivision (h)(1)(A) of this section, a conflict-of-interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors on the board of directors or on the committee who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single director. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this subsection. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subdivision (h)(1)(A) of this section if the transaction is otherwise authorized, approved, or ratified as provided in this subsection.(4) For purposes of subdivision (h)(1)(B) of this section, a conflict-of-interest transaction is authorized, approved, or ratified if it receives the vote of a majority of the members entitled to vote under this subsection. Proxies voted under the control of a director who has a direct or indirect interest in the transaction, and proxies voted under the control of an entity described in subdivision (h)(2)(A) of this section may not be counted in a vote of members to determine whether to authorize, approve, or ratify a conflict-of-interest transaction under subdivision (h)(1)(B) of this section. The vote of those members, however, is counted in determining whether the transaction is approved under other sections of this chapter. A majority of the members, whether or not present, that are entitled to vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.Acts 1937, No. 342, §§ 18-22; Pope's Dig., §§ 2332-2336; A.S.A. 1947, §§ 77-1118 -- 77-1122; Acts 1989, No. 287, § 1.