§ 12:1-143 — Qualified director

§1-143. Qualified director
A. A "qualified director" is a director who meets the following criteria:
(1) At the time action is to be taken under R.S. 12:1-744, does not have either of the
following conflicting interests:
(a) A material interest in the outcome of the proceeding.
(b) A material relationship with a person who has such an interest.
(2) At the time action is to be taken under R.S. 12:1-853 or 1-855, does not have a
material relationship with a director described in either Subparagraph (a) or (b) of this
Paragraph and is not either of the following:
(a) A party to the proceeding.
(b) A director as to whom a transaction is a director's conflicting interest transaction
or who sought a disclaimer of the corporation's interest in a business opportunity under R.S.
12:1-870, which transaction or disclaimer is challenged in the proceeding.
(3) At the time action is to be taken under R.S. 12:1-862, a director who is neither
of the following:
(a) A director as to whom the transaction is a director's conflicting interest
transaction.
(b) A director who has a material relationship with another director as to whom the
transaction is a director's conflicting interest transaction.
(4) At the time action is to be taken under R.S. 12: 1-870, would be a qualified
director under Paragraph (A)(3) of this Section if the business opportunity were a director's
conflicting interest transaction.
(5) At the time action is to be taken under R.S. 12:1-202(B)(6), a director who is
neither of the following:
(a) A director to whom the limitation or elimination of the duty of an officer to offer
potential business opportunities to the corporation would apply.
(b) A director who is a related person to another officer to whom the limitation or
elimination would apply.
B. For purposes of this Section and R.S. 12:1-860:
(1) "Material interest" means an actual or potential benefit or detriment, other than
one that 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.
(2) "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.
C. The presence of one or more of the following circumstances shall not
automatically prevent a director from being a qualified director:
(1) Nomination 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.
(2) Service 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.
(3) With respect to action to be taken under R.S. 12:1-744, status as a named
defendant, as a director against whom action is demanded, or as a director who approved the
conduct being challenged.

Legislative History

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2015, No. 356, §1; Acts 2016, No. 442, §1.