RSA 293-A:8.62 Directors' Action.

(a) Directors' action respecting a director's conflicting interest transaction is effective for purposes of RSA 293-A:8.61(b)(l) if the transaction has been authorized by the affirmative vote of a majority (but no fewer than 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), provided that:
(1) the qualified directors have deliberated and voted outside the presence of and without the participation by any other director; and
(2) where the action has been taken by a committee, all members of the committee were qualified directors, and either (i) the committee was composed of all the qualif