§ 17-16-862 — Directors' action

(a) Directors' action respecting a director's conflicting
interest transaction is effective for purposes of W.S.
17-16-861(b)(i) if the transaction has been authorized by the
affirmative vote of a majority, but no fewer than two (2), of
the qualified directors who voted on the transaction, after
required disclosure by the conflicted director of information
not already known by such qualified directors, or after modified
disclosure in compliance with subsection (b) of this section,
provided that:
(i) The qualified directors have deliberated and
voted outside the presence of and without the participation by
any other director; and
(ii) Where the action has been taken by a committee,
all members of the committee were qualified directors, and
either:
(A) The committee was composed of all the
qualified directors on the board of directors; or
(B) The members of the committee were appointed
by the affirmative vote of a majority of the qualified directors
on the board.
(b) Notwithstanding subsection (a) of this section, when a
transaction is a director's conflicting interest transaction
only because a related person described in W.S.
17-16-860(a)(v)(E) or (F) is a party to or has a material
financial interest in the transaction, the conflicted director
is not obligated to make required disclosure to the extent that
the director reasonably believes that doing so would violate a
duty imposed under law, a legally enforceable obligation of
confidentiality, or a professional ethics rule, provided that
the conflicted director discloses to the qualified directors
voting on the transaction:
(i) All information required to be disclosed that is
not so violative;
(ii) The existence and nature of the director's
conflicting interest; and
(iii) The nature of the conflicted director's duty
not to disclose the confidential information.
(c) A majority, but no fewer than two (2), of all the
qualified directors on the board of directors, or on the
committee, constitutes a quorum for purposes of action that
complies with this section.
(d) Where directors' action under this section does not
satisfy a quorum or voting requirement applicable to the
authorization of the transaction by reason of the articles of
incorporation, the bylaws or a provision of law, independent
action to satisfy those authorization requirements shall be
taken by the board of directors or a committee, in which action
directors who are not qualified directors may participate.