Nonprofit Director Conflict Transaction Approval Rules by State
For an ordinary domestic nonprofit corporation, when does a director's interest trigger the statutory conflicted-transaction rule, and what statutory route prevents avoidance solely because of that interest?
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Every entry, oldest check October 2, 2026
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What this survey covers
This survey compares statutory treatment of nonprofit transactions involving a director's interest. It reports when disclosure and approval or fairness protect a transaction against an interest-based challenge, and preserves any separate authorization step. It does not decide whether a particular director is disinterested or a transaction is fair.
Why the columns stay separate
Florida § 617.0832 puts fairness and the burden of proving it in different clauses and requires ordinary authorization when the conflict vote does not satisfy it. Texas § 22.230 reaches officers and members as well as directors. Virginia § 13.1-871 allows board, member, or fairness routes. Vermont § 8.31 and Wyoming § 17-19-831 divide public-benefit and mutual-benefit routes, and Wyoming extends the former to religious corporations. Those differences require separate trigger, approval, fairness, and statutory-effect columns.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
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| State | Governing act and covered transactions | Interest and related-person trigger | Disclosure and knowledge | Board or committee approval | Member approval and vote | Fairness route and time | Interested participation and quorum | Burden, effect, and separate authorization | Special coverage and later changes |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-10-02 | Chapter 3A; corporation or controlled-entity transaction involving director or officer; membership and nonmembership routes differ (§§ 10A-3A-8.60(a), 8.61, 8.62) |
Director/officer party, knows own material financial interest, or knows related person is party/interested; related person includes family, controlled and specified employer-linked entities (§§ 8.60(a), (h), 2.02(e)) |
Conflicted person discloses interest nature and known material subject facts to qualified directors, subject to narrow confidential-information modification; members receive required information (§§ 8.60(m), 8.61(c)(1)-(2), (d)(1)) |
Qualified directors vote majority of those voting, at least two; or all-qualified committee majority, at least two; qualified-director quorum majority, at least two (§§ 8.61(c)(1), (3); 8.62(c)(1), (3)) |
Membership corporation only: majority of votes cast by qualified interests; conflicted/related interests excluded, qualified-vote majority quorum; notice and disclosure required (§ 8.61(d)(1)-(4)) |
Independent fair-to-corporation route at relevant time: board action or legal obligation; beneficial whole, dealings, comparable arm’s-length transaction (§§ 8.60(g), (l); 8.61(b)(3); 8.62(b)(2)) |
Conflicted director/officer presence, participation, negotiation, or written consent does not defeat qualified board route; nonqualified voters may join separate ordinary authorization (§§ 8.61(c)(1), (4)-(5); 8.62(c)(1), (4)-(5)) |
Bars listed interest-based equitable relief, damages, or sanctions against director/officer on route; separate ordinary authorization required if qualified vote does not satisfy it (§§ 8.61(b), (c)(4), (d)(6); 8.62(b), (c)(4)) |
Controlling-person approval if certificate grants power; old corporations may elect pre-August 2026 chapter by Dec. 31, 2026; Act effective Aug. 1, 2026 (§§ 8.61(e), 8.62(d); 2026 Act 495 §§ 7–8) |
| Alaska verified 2026-10-02 | Alaska Nonprofit Corporation Act; ordinary board-action rule and reasonable-compensation provision (§§ 10.20.106, 10.20.136) |
§ 10.20.136 addresses reasonable compensation to members, directors, and officers, without a general related-person conflict trigger |
§§ 10.20.106 and 10.20.136 state no transaction/interest disclosure condition |
Ordinary board act: majority of directors present once fixed-board quorum exists; greater articles/bylaws rule controls (§ 10.20.106) |
§ 10.20.106 sets board action; § 10.20.136 permits reasonable compensation without stating a member conflict-vote substitute |
§ 10.20.136 permits reasonable compensation for services, rather than a general fairness safe harbor |
Ordinary quorum is majority of directors fixed in bylaws or stated in articles; greater document quorum may apply (§ 10.20.106) |
§ 10.20.136 treats permitted compensation as neither dividend nor income/profit distribution; § 10.20.106 states ordinary board-action effect |
Reasonable-compensation permission covers members, directors, and officers; permitted payments are not income/profit distributions (§ 10.20.136) |
| Arizona verified 2026-10-02 | Nonprofit Corporation Act; corporation, subsidiary, or controlled-entity transaction involving a corporate director (§§ 10-3860(1)-(2), 10-3861) |
Director/related-person counterparty or material financial link, or significant link through director’s other entity/employer; knowledge at commitment (§ 10-3860(1), (3), (5)) |
Director discloses nature of conflict and material known transaction facts; limited duty-of-confidentiality substitute for board route (§§ 10-3860(4), 10-3862(A)-(B)) |
Majority, at least two, qualified directors voting after disclosure; qualified-only empowered committee and defined quorum (§ 10-3862(A), (C)-(D)) |
Notice, voting information, and disclosure; majority of all qualified membership-interest votes; interested director/related-person interests excluded (§ 10-3863(A)-(C), (E)) |
Alternative fairness judged at time of commitment, meaning consummation or binding obligation with significant withdrawal cost (§§ 10-3861(B)(3), 10-3860(5)) |
Nonqualified director presence/vote does not defeat qualifying board action; qualified-board quorum majority and at least two; member quorum majority of qualified votes (§§ 10-3862(C), 10-3863(B)) |
Interest-based injunction, setting aside, damages/sanctions barred on route; challenger first proves no route by clear and convincing evidence (§ 10-3861(B)-(C)) |
Related-person family/trust definition; court may address a director’s nonoutcome-determinative member-vote disclosure failure (§§ 10-3860(3), 10-3863(D)) |
| Arkansas verified 2026-10-02 | 1993 Arkansas Nonprofit Corporation Act; applies to post-1993 corporations and electing older corporations (§§ 4-33-831(a), 4-33-1701) |
Direct/indirect interest; entity where director has material interest, is general partner, director, officer, or trustee (§ 4-33-831(a)-(b)) |
Material transaction and director-interest facts disclosed or known to board or members for approval routes (§ 4-33-831(a)(2)-(3)) |
Majority of disinterested board directors AND at least majority of entire board; no committee approval route stated (§ 4-33-831(a)(2), (c)) |
Informed members approve by majority of eligible votes; interested-director and specified entity-controlled votes excluded; eligible-vote majority quorum (§ 4-33-831(a)(3), (d)) |
Fair to corporation when transaction entered into is independent protection (§ 4-33-831(a)(1)) |
Board route requires majority of full board as well as disinterested majority; member quorum is majority of eligible voting power whether present or not (§ 4-33-831(c)-(d)) |
No voidability or director liability if route met; excluded member votes count under other Act approval provisions (§ 4-33-831(a), (d)) |
Pre-1994 corporation must elect 1993 Act in amended articles; articles, bylaws, board resolution may add conflict requirements (§§ 4-33-1701, 4-33-831(e)) |
| California verified 2026-10-02 | Public benefit § 5233; mutual benefit § 7233; religious § 9243; common directors separately |
Material financial interest for public benefit/religious self-dealing; mutual benefit also directorship interest (§§ 5233(a), 7233, 9243(a)) |
Board knows transaction and interest for public benefit/religious board route; mutual benefit board or members know (§§ 5233(d), 7233(a), 9243(d)) |
Public benefit/religious majority of directors then in office, excluding interested votes, plus benefit/fairness/alternatives review; mutual benefit disinterested vote and just-reasonable test (§§ 5233(d), 7233(a), 9243(d)) |
Mutual benefit disinterested-member § 5034 approval; religious non-director-member § 5034 approval; § 5233 lists AG/court, board and delayed-ratification routes (§§ 7233(a), 9243(d), 5233(d)) |
Public benefit/religious fair and reasonable at entry; mutual benefit just and reasonable at authorization, approval, or ratification (§§ 5233(d), 7233(a), 9243(d)) |
Public benefit/religious interested directors count for board quorum but not protected board vote; mutual benefit interested member votes excluded (§§ 5233(d),(g), 7233(a), 9243(d),(g)) |
Public benefit/religious routes bar § 5233/§ 9243 remedies; mutual benefit § 7233 prevents interest-only voidability or assigns validity proponent fairness burden |
Common-director rules §§ 5234, 7233(b), 9244; charitable-trust assets import public-benefit standards into mutual benefit (§ 7238) |
| Colorado verified 2026-10-02 | Nonprofit Corporation Act, Title 7 arts. 121–137; corporation-director, related-party, or director-linked entity financial relationship (§ 7-128-501(1)) |
Director counterparty, linked entity director/officer/financial interest, or defined spouse/family/trust/related entity (§ 7-128-501(1), (5)) |
Material facts of relationship or interest AND transaction disclosed or known to board/committee or voting members (§ 7-128-501(3)(a)-(b)) |
Good-faith authorization, approval, or ratification by affirmative majority of disinterested directors, even below quorum (§ 7-128-501(3)(a)) |
Informed voting members specifically approve in good faith; ordinary voting-group quorum 25% and favorable votes exceed opposing votes unless higher rule applies (§§ 7-128-501(3)(b), 7-127-205(1), (3)) |
Fair to nonprofit is independent route; conflict section gives no specific fairness assessment time (§ 7-128-501(3)(c)) |
Common/interested directors count toward board/committee quorum; interest, presence, participation, or counted vote alone not a listed remedy ground on a route (§ 7-128-501(3)-(4)) |
Bars interest-only voiding, injunction, setting aside, damages or sanctions in named proceedings; no proof burden stated; ordinary board vote rule remains (§§ 7-128-501(3), 7-128-205(3)) |
Director/officer loans prohibited, with participant liability until repaid; conflict safe harbor does not erase loan rule (§ 7-128-501(2)) |
| Connecticut verified 2026-10-02 | Connecticut Nonstock Corporation Act; corporation or controlled-entity transaction (§§ 33-1127(1), 33-1128) |
Director party, known material financial interest, or known related-person party/interest at relevant time (§ 33-1127(1), (4)-(5)) |
Director gives existence/nature of conflict and material transaction facts; limited confidential-information modification for board route (§§ 33-1127(7), 33-1129(a)-(b)) |
Majority of qualified directors voting, at least two; qualified-only committee appointed by qualified majority or comprising all qualified directors (§§ 33-1003a(a)(2), 33-1129(a)) |
Notice and disclosure; majority of eligible votes cast; conflicted directors/most related persons excluded; majority of eligible voting power is quorum (§ 33-1130(a)-(d)) |
Fairness established from circumstances at relevant time; beneficial whole transaction with arm’s-length comparison factors (§§ 33-1127(3), (6), 33-1128(b)(3)) |
Majority of all qualified directors, at least two, forms conflict-action quorum; nonqualified presence/vote does not spoil compliant action (§ 33-1129(c)) |
No specified equitable relief, damages, or sanctions on interest ground; separate ordinary board/member authorization if conflict action misses applicable quorum/vote (§§ 33-1128(b), 33-1129(d), 33-1130(f)) |
Controlled-entity and related-person transactions included; limited board disclosure exception for legal/confidential duties (§§ 33-1127(1), (5), 33-1129(b)) |
| Delaware verified 2026-10-02 | DGCL § 144(a) as adapted by § 114; corporation/subsidiary act or transaction involving director/officer or connected organization (§§ 114(a), 144(a)) |
Director/officer party or other-entity role/financial interest; disinterested director lacks material interest or material relationship (§ 144(a), (e)(4), (7)–(8)) |
Relationship/interest, act/transaction, and initiation/negotiation/approval involvement disclosed or known to all board/committee members (§ 144(a)(1)) |
Good-faith, no-gross-negligence majority of serving disinterested directors; if board majority interested, board-designated committee of at least two disinterested directors (§ 144(a)(1)) |
Nonprofit nonstock corporations are expressly excluded from § 144(a)(2) stockholder/member approval safe harbor (§ 114(c)(2)) |
Alternative: act or transaction fair to corporation and members under § 114 nonstock mapping; § 144(a)(3) sets no specific time |
Interested directors count toward board/committee quorum; § 144(a) addresses their presence, participation, and counted votes without replacing disinterested approval threshold (§ 144(a), (d)(1)) |
Specified interest-based equitable relief/damages against director/officer barred on a qualifying route; challenges for missing ordinary authorization expressly preserved (§ 144(a), (d)(6)) |
2025 amendment effective March 25, 2025, with stated earlier-action/demand exception; § 114 excludes member vote route for nonprofit nonstock (§ 114(c)(2); 85 Del. Laws ch. 6, § 3) |
| District of Columbia verified 2026-10-02 | D.C. Nonprofit Corporation Act; contracts/transactions with members, directors, designated-body members, officers, or linked entities (§ 29-406.70(a)) |
Covered fiduciary as party; other-entity director/officer/similar role or financial interest for director, designated-body member, or officer (§ 29-406.70(a)) |
Board/member routes require known or disclosed material relationship/interest and contract/transaction facts (§ 29-406.70(a)(1)–(2)) |
Good-faith board authorization by affirmative majority of disinterested directors, even if below quorum (§ 29-406.70(a)(1)) |
Members entitled to vote, if any, specifically approve in good faith after material facts disclosed or known (§ 29-406.70(a)(2)) |
Alternative fairness to corporation when board or members authorize, approve, or ratify (§ 29-406.70(a)(3)) |
Interest-holder presence, participation, or counted vote does not alone defeat protection; interested directors count for board quorum (§ 29-406.70(a), (b)) |
Not void or voidable solely for the specified interest, presence, participation, or counted vote when one route is met (§ 29-406.70(a)) |
Articles or bylaws may restrict application; designated-body members expressly covered (§ 29-406.70(a), (c)) |
| Florida verified 2026-10-02 | Chapter 617; director-conflict transactions (§ 617.0832(1), (2)) |
Direct/indirect material financial or other interest; family and entity ties defined (§ 617.0832(1)) |
Material transaction and director-interest facts disclosed or known to voting body (§ 617.0832(3)(a)) |
Majority of qualified directors; even below ordinary quorum, but never one alone (§ 617.0832(3)(a)1) |
Majority disinterested votes cast, or written consent of majority possible disinterested votes (§ 617.0832(3)(a)2) |
Fair at authorization, approval, effectuation, or ratification; benefit and arm’s-length comparison (§ 617.0832(1)(b), (2)) |
Interested presence or vote does not undo qualifying action; may count for ordinary authorization (§ 617.0832(4), (6)-(7)) |
Fairness protects against interest-based relief; approval shifts burden; ordinary authorization remains (§ 617.0832(2)-(3), (6)-(7)) |
Current Chapter 617 director rule; qualified-director definition also in § 617.0143 (§ 617.0832) |
| Georgia verified 2026-10-02 | Nonprofit Corporation Code; corporation or controlled-entity transaction involving a director's conflicting interest (§§ 14-3-860(1)-(2), 14-3-861) |
Director/related person or specified organizational tie, known at commitment and financially significant under statutory test (§ 14-3-860(1), (3), (5)) |
Director discloses interest's existence/nature and known material transaction facts; narrow duty-based alternative (§§ 14-3-860(4), 14-3-862(a)-(b)) |
Majority, at least two, voting qualified directors on board or empowered committee; qualified-director quorum (§ 14-3-862(a), (c)-(d)) |
Majority of all qualified-member votes after notice, information, and required disclosure; same quorum denominator (§ 14-3-863(a)-(c)) |
Fair to corporation in circumstances at time of commitment (§§ 14-3-860(5), 14-3-861(b)(4)) |
Nonqualified directors' presence/vote does not defeat compliant qualified vote; nonqualified members' presence/vote likewise limited (§§ 14-3-862(c), 14-3-863(c)) |
Interest alone cannot support injunction, setting aside, damages, or sanctions after a listed route; fairness must be established (§ 14-3-861(b)) |
Superior-court approval with Attorney General joined is limited to specified charitable corporations (§§ 14-3-861(b)(3), 14-3-864) |
| Hawaii verified 2026-10-02 | Hawaii Nonprofit Corporations Act; corporation transaction involving a director (§ 414D-150(a)) |
Direct/indirect director interest; material-interest/general-partner or director/officer/trustee role in another party (§ 414D-150(a), (c)) |
Transaction and director-interest material facts disclosed or known to board/committee or members (§ 414D-150(b)(2)–(3)) |
Majority of board/committee directors without direct/indirect interest; single director cannot approve (§ 414D-150(d)) |
Informed members; majority of countable votes; interested-director and specified entity-controlled votes excluded (§ 414D-150(b)(3), (e)) |
Independent protection if fair to corporation when entered into (§ 414D-150(a)) |
Disinterested board majority supplies conflict-action quorum; interested presence/vote does not defeat compliant board action (§ 414D-150(d)) |
Not voidable or basis for director liability; excluded member votes still count under other chapter sections (§ 414D-150(a), (e)) |
Public benefit corporation may obtain attorney general approval before/after transaction; documents or board resolution may add requirements (§ 414D-150(b)(1), (f)) |
| Idaho verified 2026-10-02 | Idaho Nonprofit Corporation Act; corporation transaction involving director (§ 30-30-619(1)) |
Direct/indirect director interest; material-interest/general-partner or director/officer/trustee role in another party (§ 30-30-619(1), (3)) |
Material transaction and director-interest facts disclosed or known to board/committee or members (§ 30-30-619(2)) |
Majority of board/committee directors without direct/indirect interest; § 30-30-619(4) states no single-director ban |
Informed members; majority of countable votes; interested director and specified entity-controlled votes excluded (§ 30-30-619(2)(b), (5)) |
Fair to corporation when entered into is independent protection (§ 30-30-619(1)) |
Disinterested board majority supplies conflict-action quorum; interested presence/vote does not defeat compliant action (§ 30-30-619(4)) |
Not voidable or basis for director liability; excluded member votes still count under other act sections (§ 30-30-619(1), (5)) |
Articles, bylaws, or board resolution may add conflict requirements (§ 30-30-619(6)) |
| Illinois verified 2026-10-02 | General Not For Profit Corporation Act; transactions with a director directly or indirectly a party (§ 108.60(a), (d)) |
Direct party or material financial interest or officer/director/general-partner role in other party; grant exception (§ 108.60(d)) |
Material transaction and director-interest or relationship facts disclosed or known to board, all-director committee, or voting members (§ 108.60(b)(1)-(2)) |
Majority of disinterested directors, even below quorum; committee must consist entirely of directors (§ 108.60(b)(1)) |
Voting members authorize, approve, or ratify without interested-director member's vote (§ 108.60(b)(2)) |
Fair to corporation when authorized, approved, or ratified (§ 108.60(a)) |
Interested director counts for quorum, but not board or committee action on transaction (§ 108.60(c)) |
Interest alone does not invalidate fair transaction; person asserting validity proves fairness unless a disclosed approval route applies (§ 108.60(a)-(b)) |
No indirect-party status for certain uncompensated grants between entities with common director/officer (§ 108.60(d)) |
| Indiana verified 2026-10-02 | Indiana Nonprofit Corporation Act; corporation-person or corporation-other-entity contract/transaction (§ 23-17-13-2.5(b)) |
Member, director, officer, or designated-body member counterparty or holds listed role/financial interest in other entity (§ 23-17-13-2.5(b)) |
Material relationship/interest and contract/transaction facts disclosed or known to board or voting members on respective route (§ 23-17-13-2.5(c)(1)-(2)) |
Good-faith board authorization by majority of disinterested directors, even if fewer than quorum; no committee route stated (§ 23-17-13-2.5(c)(1)) |
Voting members specifically approve in good faith after facts disclosed/known; no separate disinterested-member denominator stated (§ 23-17-13-2.5(c)(2)) |
Independent fair-to-corporation route at board/member authorization, approval, or ratification (§ 23-17-13-2.5(c)(3)) |
Common or interested directors count toward board-meeting quorum; presence, participation, or counted vote alone does not void protected contract (§ 23-17-13-2.5(b), (d)) |
Not void/voidable solely for listed relationship, interest, presence, participation, or vote on a listed route; section assigns no proof burden (§ 23-17-13-2.5(b)-(c)) |
Articles or bylaws may provide otherwise; designated-body members expressly covered (§ 23-17-13-2.5(a)-(b)) |
| Iowa verified 2026-10-02 | Revised Iowa Nonprofit Corporation Act; corporation transaction involving director (§ 504.833(1)) |
Direct/indirect interest; material-interest/general-partner entity or entity where director is director, officer, trustee (§ 504.833(1), (3)) |
Material transaction and director-interest facts disclosed or known to board/committee or members (§ 504.833(2)) |
Majority of directors without direct/indirect interest on board/committee; single director insufficient (§ 504.833(2)(a), (4)) |
Informed member action; majority of eligible votes; interested director and specified entity-controlled votes excluded; eligible-vote majority quorum (§ 504.833(2)(b), (5)) |
Fair to corporation when transaction entered into is independent protection (§ 504.833(1)) |
Disinterested board majority supplies conflict-action quorum; interested presence or vote does not invalidate otherwise approved board action (§ 504.833(4)) |
Not voidable by corporation on director-interest basis; excluded member votes may count for approval elsewhere in chapter (§ 504.833(1), (5)) |
Articles, bylaws, or board resolution may impose additional conflict requirements (§ 504.833(6)) |
| Kansas verified 2026-10-02 | Kansas general corporation code; contracts with director/officer or organization where either has a listed role or financial interest (§§ 17-6014(a), 17-6304(a)) |
Direct director/officer contract, or other-party organization where director/officer is director, officer, or financially interested (§ 17-6304(a)) |
Relationship/interest and transaction material facts disclosed or known to board/committee for its route (§ 17-6304(a)(1)) |
Good-faith authorization by majority of disinterested directors, even below ordinary quorum (§ 17-6304(a)(1)) |
No § 17-6304(a)(2) member safe-harbor route for nonprofit nonstock corporations (§ 17-6014(c)(2)) |
Fair to corporation when board, committee, or members authorize, approve, or ratify (§ 17-6304(a)(3), § 17-6014(a)(1)) |
Interested presence, participation, or counted vote alone does not defeat protection; interested directors count toward meeting quorum (§ 17-6304(a)–(b)) |
Not void or voidable solely for listed interest or participation grounds; ordinary board action follows separate governance rule (§§ 17-6304(a), 17-6301(a)–(b)) |
Nonprofit nonstock exclusion specifically removes § 17-6304(a)(2)'s stockholder route (§ 17-6014(c)(2)) |
| Kentucky verified 2026-10-02 | Kentucky nonprofit corporation law; corporation transaction involving interested director (§ 273.219(1)) |
Direct interest or indirect interest through financially interested or managed entity (§ 273.219(1)-(2)) |
Board/committee must know or receive material transaction and director-interest facts for approval route (§ 273.219(1)(a)) |
Majority of directors without direct/indirect interest, even below quorum; at least two; higher governing-document vote applies (§ 273.219(3)) |
No member-approval route in the conflict section (§ 273.219(1)(a)-(b)) |
Fairness to corporation is alternate condition; section states no measurement date (§ 273.219(1)(b), (4)) |
Qualified director majority may act below ordinary quorum; delegated committee cannot include interested director (§§ 273.219(3), 273.217(1)) |
No equitable relief on interest ground if route met; interested director bears fairness burden; ordinary board authorization has separate quorum/vote rules (§§ 273.219(1), (4), 273.217(1), (3)) |
Committee must meet § 273.221 and contain no interested appointee; current § 273.219 effective July 14, 2018 (§§ 273.219(3), 273.221(1)-(3)) |
| Louisiana verified 2026-10-02 | Louisiana Nonprofit Corporation Law; director/officer transaction with corporation or overlapping organization (§ 12:228(A)) |
Director or officer is counterparty, serves as director/officer of other organization, or has financial interest there (§ 12:228(A)) |
Material facts of interest and transaction disclosed or known to board/committee or voting members for approval route (§ 12:228(A)(1)-(2)) |
Good-faith board/committee authorization by vote sufficient without interested directors’ votes (§ 12:228(A)(1)) |
Informed voting members approve in good faith; ordinary member quorum and majority of votes cast apply unless displaced (§§ 12:228(A)(2), 231, 232(G)) |
Alternative if fair to corporation when board, committee, or members authorized, approved, or ratified (§ 12:228(A)(3)) |
Interested presence, participation, or counted votes alone do not void qualifying transaction; interested directors count for board/committee quorum (§ 12:228(A), (B)) |
No voidability solely for stated interest/participation/vote grounds when route met; ordinary board action uses majority at quorum (§§ 12:228(A), 224(E)(7)) |
Section expressly reaches officers and overlapping nonprofit, business, or foreign organizations (§ 12:228(A)) |
| Maine verified 2026-10-02 | Maine Nonprofit Corporation Act; director or officer transaction with direct/indirect financial interest (§ 718(1)) |
Direct/indirect financial interest; another party entity in which fiduciary has a material interest, is general partner, or serves as director/officer/trustee (§ 718(1)) |
Transaction and fiduciary-interest material facts disclosed or known to board/committee; mutual members likewise informed for their route (§ 718(3)(A), (4)) |
Majority of disinterested board/committee directors; one director alone cannot approve; public benefit transaction also must be fair and equitable at approval (§ 718(3)–(5)) |
Mutual benefit only: informed members; majority of countable votes, excluding interested fiduciary and specified entity-controlled votes (§ 718(4)(B), (6)) |
Independent fairness when entered; public benefit approval route additionally requires fair and equitable terms when authorized, approved, or ratified (§ 718(2), (3)) |
Disinterested director majority supplies conflict-action quorum; mutual member quorum is majority of eligible voting power, whether present or not (§ 718(5)–(6)) |
Not voidable or grounds for director/officer liability if § 718(2) met; public-benefit approval fairness burden on proponent; interested member votes still count under other sections (§ 718(2), (3), (6)) |
Public benefit board may request Attorney General or Superior Court approval; board impasse lets a fiduciary request it; governing documents/resolution may add terms (§ 718(3)(B), (7)) |
| Maryland verified 2026-10-02 | General corporation law imports into nonstock corporations; director-company or director-linked entity contracts/transactions (§§ 5-201, 2-419(a)) |
Director is counterparty or another entity’s director/holder of material financial interest; director includes trustee/manager by title (§§ 1-101(l), 2-419(a)) |
Fact of common directorship or interest disclosed or known to board/committee or voting members; provision does not specify transaction-fact disclosure (§§ 1-101(bb), 2-419(b)(1)) |
Board/committee approves, authorizes, or ratifies by affirmative majority of disinterested directors even below ordinary quorum (§ 2-419(b)(1)(i)) |
Imported stockholder route covers members; majority of votes cast excluding interested-owned shares in statutory wording; nonstock documents can set voting proportions (§§ 1-101(bb), 2-419(b)(1)(ii), 5-202(b)(7)) |
Fair and reasonable to corporation independently satisfies route; without qualifying informed approval, validity proponent bears proof at authorization, approval, or ratification (§ 2-419(b)(2), (d)(1)) |
Interested directors and owned shares count toward board/committee or member quorum; presence or counted board vote alone does not void qualifying transaction (§ 2-419(a), (c)) |
Interest, presence, or vote alone does not void/void qualifying contract; fairness proof burden if no informed approval; ordinary board vote remains separately governed (§§ 2-419(a), (d)(1), 2-408(a)) |
No-member nonstock boards may exercise member powers; reasonable director compensation excepted from burden clause; compliant indemnification deemed fair/reasonable (§§ 5-204, 2-419(d)(2), (e)) |
| Massachusetts verified 2026-10-02 | Chapter 180 nonprofit corporation; § 6C sets director/officer/incorporator duties, § 10C imports specified chapter 156B rules |
No interested-transaction trigger stated in chapter 180 §§ 6C, 10C or imported chapter 156B § 57 |
No transaction-specific disclosure formula in cited chapter 180 duty/import or ordinary board-vote provisions |
Ordinary board action uses majority of directors present at quorum unless law or documents require more (ch. 180, § 10C; ch. 156B, § 57) |
Cited duty/import and board-vote provisions prescribe no special member conflict vote (ch. 180, §§ 6C, 10C; ch. 156B, § 57) |
Chapter 180, § 6C uses good faith, best-interests, and ordinary-care duties; no conflict-specific fairness timing there |
Ordinary board quorum is majority of directors in office unless bylaws vary; no interested-director counting rule in chapter 156B, § 57 |
Chapter 180, § 6C limits duty liability on compliance; cited provisions do not grant interest-only transaction nonvoidability |
Chapter 180 § 10C imports listed chapter 156B sections for nonprofits and adapts stock terminology to members |
| Michigan verified 2026-10-02 | Nonprofit Corporation Act; transaction in which director or officer is determined to have an interest (§ 450.2545a(1)) |
Director or officer determined to have an interest; section states no narrower transaction definition (§ 450.2545a(1)) |
Material transaction and director/officer-interest facts disclosed or known to board, executive committee, or voting shareholders/members (§ 450.2545a(1)(b)-(c)) |
Majority of uninterested directors on board or executive committee, even below quorum (§ 450.2545a(2)) |
Majority of uninterested shareholder/member votes cast; quorum is majority of uninterested votes held (§ 450.2545a(3)) |
Fair to corporation when transaction was entered into (§ 450.2545a(1)(a)) |
Interested director presence or vote does not defeat otherwise valid board-route action (§ 450.2545a(2)) |
Interested person establishes route; interest-based injunction, setting aside, damages/sanctions barred, other claims preserved (§ 450.2545a(1), (4)) |
Director compensation has separate reasonableness, vote, and document limits (§ 450.2545a(5)) |
| Minnesota verified 2026-10-02 | Chapter 317A nonprofit corporation; director/family, related-organization director/family, or director-linked organization transaction (§ 317A.255, subd. 1(a)) |
Director or listed family member counterparty, common role/legal representative, or material financial interest; related organization defined by control (§§ 317A.255, subds. 1(a), 2, 4; 317A.011, subd. 18) |
Material contract/transaction facts AND director interest fully disclosed or known to members or board/committee for respective approval route (§ 317A.255, subd. 1(b)(2)-(3)) |
Good-faith vote by majority of directors/committee members currently holding office; interested directors cannot vote; remaining directors make quorum if ordinary quorum unavailable (§ 317A.255, subd. 1(b)(3)) |
Good-faith two-thirds of members entitled to vote, excluding interested director vote, OR unanimous affirmative vote of all members including nonvoters (§ 317A.255, subd. 1(b)(2)) |
Fair and reasonable at authorization, approval, or ratification; person asserting validity bears proof burden (§ 317A.255, subd. 1(b)(1)) |
Interested director may attend but cannot vote or count for board-route quorum; remaining directors/committee members supply quorum if ordinary quorum otherwise impossible (§ 317A.255, subd. 1(a), (b)(3)) |
Not void/voidable for named interest or attendance grounds on a statutory route; fairness-route proponent bears proof; approval must satisfy stated vote (§ 317A.255, subd. 1(a)-(b)) |
Related-organization transactions excepted from subd. 1(b)(1)-(3) procedures; covered merger/consolidation is fourth route; compensation resolution exception (§ 317A.255, subds. 1(b)(4), 2(1), 3) |
| Mississippi verified 2026-10-02 | Mississippi Nonprofit Corporation Act; corporation transaction involving a director (§ 79-11-269(1)) |
Direct/indirect director interest; specified material-financial-interest, general-partner, or management roles in another party (§ 79-11-269(1)–(2)) |
Transaction and director-interest material facts disclosed or known to board/committee or voting members (§ 79-11-269(1)(a)–(b)) |
Majority of directors without direct/indirect interest on board/committee; one director alone cannot approve (§ 79-11-269(3)) |
Informed eligible members; majority of countable member votes; interested director and specified controlled-member votes excluded (§ 79-11-269(1)(b), (4)) |
Fairness to corporation is an alternative; § 79-11-269(1)(c) states no particular testing time |
Disinterested board majority supplies conflict-action quorum; interested presence/vote does not defeat compliant action; eligible-member majority supplies member quorum (§ 79-11-269(3)–(4)) |
Not voidable by corporation solely for director interest; excluded member votes count under other act sections (§ 79-11-269(1), (4)) |
Director-interest transaction rule in the Mississippi Nonprofit Corporation Act (§ 79-11-269(1)) |
| Missouri verified 2026-10-02 | Missouri Nonprofit Corporation Act; corporation transaction with materially interested director (§ 355.416(1)) |
Director has a material interest; section states no related-person test (§ 355.416(1)) |
Board/committee must know transaction and interest facts for board routes; members receive both for mutual benefit member route (§ 355.416(2)(1)(a), (3)) |
Public benefit/religious: advance board or committee vote plus good-faith reasonable belief of no unfairness; mutual benefit: board/committee action; majority of disinterested directors, at least two (§ 355.416(2)(1), (3)(1), (4)) |
Mutual benefit only: informed members authorize, approve, or ratify; majority of countable votes; interested director member-votes excluded; countable-vote majority is quorum (§ 355.416(3)(2), (5)) |
Not unfair when entered into is an independent protection; public benefit/religious board approvers reasonably believe no unfairness in good faith (§ 355.416(1), (2)(1)(b)) |
Disinterested board majority supplies conflict-action quorum; interested director presence/vote does not invalidate otherwise approved board action (§ 355.416(4)) |
No voidability or liability on noncompensated director if not unfair at entry or approved under statute; interested votes count for other chapter approval (§ 355.416(1), (5)) |
Public benefit/religious noncompensated director: attorney general or circuit court with attorney general joined may approve before/after closing; documents or board resolution may add requirements (§ 355.416(2)(2), (6)) |
| Montana verified 2026-10-02 | Montana Nonprofit Corporation Act; transaction with corporation in which a director has direct/indirect interest (§ 35-2-418(1)) |
Director direct/indirect interest; indirect if another party entity involves director material interest/general-partner or director/officer/trustee role (§ 35-2-418(1), (4)) |
Transaction and director-interest material facts disclosed or known to board/committee; mutual member route requires the same for members (§ 35-2-418(2)(a), (3)) |
Majority of directors without direct/indirect interest; one director cannot alone approve; public/religious advance vote also needs good-faith reasonable fairness belief (§ 35-2-418(2)(a), (5)) |
Mutual benefit only: informed members, majority of eligible votes; interested director and specified entity-controlled votes excluded (§ 35-2-418(3)(b), (6)) |
Independent fairness when entered; public/religious advance board approval requires good-faith reasonable belief in fairness (§ 35-2-418(1), (2)(a)) |
Interested director presence/vote does not invalidate compliant board action; disinterested-board majority supplies conflict-action quorum (§ 35-2-418(5)) |
Not voidable or director-liability basis when fair or approved; excluded member votes still count under other chapter sections (§ 35-2-418(1), (6)) |
Public/religious corporations may get attorney general or joined district-court approval before/after consummation; governing documents or board resolution may add requirements (§ 35-2-418(2)(b), (7)) |
| Nebraska verified 2026-10-02 | Nebraska Nonprofit Corporation Act; public benefit, mutual benefit, or religious corporation director transaction (§§ 21-1914(6), 21-1987(a)–(c)) |
Direct/indirect director interest; material-interest/general-partner or director/officer/trustee role in another party (§ 21-1987(a), (d)) |
Transaction and director-interest material facts disclosed or known for board route; mutual-benefit members for member route (§ 21-1987(b)(1), (c)) |
Disinterested majority, never single director; public benefit/religious vote in advance with good-faith reasonable fairness belief (§ 21-1987(b)(1), (e)) |
Mutual benefit only: informed members, majority of eligible votes; interested-director and specified entity-controlled votes excluded (§ 21-1987(c)(2), (f)) |
Independent protection if fair when entered into; public benefit/religious directors may approve on reasonable fairness belief (§ 21-1987(a), (b)(1)) |
Disinterested board majority supplies conflict-action quorum; interested presence/vote does not invalidate compliant board action (§ 21-1987(e)) |
Not voidable or basis for director liability on conflict ground; excluded member votes count under other act sections (§ 21-1987(a), (f)) |
Public benefit/religious: Attorney General or joined district-court approval before/after consummation; governing documents may add requirements (§ 21-1987(b)(2), (g)) |
| Nevada verified 2026-10-02 | Nevada nonprofit corporation chapter; director/officer contracts and transactions with overlapping corporation, firm, association (§ 82.226(1)) |
Director/officer counterparty or overlapping director/officer position or financial interest (§ 82.226(1)) |
Common directorship, office, or financial interest disclosed/known and noted in board minutes; members know it for member route (§ 82.226(1)(a)-(b)) |
Good-faith board/committee authorization, approval, or ratification by sufficient vote without interested votes (§ 82.226(1)(a), (2)) |
Members, if any, approve/ratify in good faith by sufficient vote; interested director/officer votes must count (§ 82.226(1)(b)) |
Fair to corporation when authorized or approved is independent condition (§ 82.226(1)(d)) |
Interested directors count for board/committee quorum; disinterested majority may act if interested votes excluded (§ 82.226(1), (2)) |
No voidability solely for stated interest/presence/vote grounds if condition met; vote must still be sufficient for purpose (§ 82.226(1)(a)-(b)) |
Unaware-interest route at board consideration; board may set director compensation unless documents vary (§ 82.226(1)(c), (3)) |
| New Hampshire verified 2026-10-02 | RSA 7:19-a covers charitable-trust transactions involving a director, officer, or trustee; charitable organizations may be included (§§ 7:19-a(I), 7:21(II)) |
Direct/indirect financial interest over $500 annual aggregate; indirect interest includes specified family-linked proprietor, partner, employee, or officer (§ 7:19-a(I)(a)–(c)) |
Full, fair material-transaction disclosure to board, followed by notice and full board discussion; minute record required (§ 7:19-a(II)(b)(1), (3)) |
At least two thirds of all disinterested governing-board members, meeting or exceeding bylaw quorum; best interest, ordinary-course value, and fairness also required (§ 7:19-a(II)(a)–(b)) |
The statute requires the governing-board vote as one of its cumulative conditions (§ 7:19-a(II)(b)) |
Fairness and actual, reasonable, or discounted value in ordinary-course goods/services are cumulative conditions, not an independent approval route (§ 7:19-a(II)(a)) |
Interested or same-fiscal-year prior-benefit fiduciary absent from discussion/vote except to answer board questions; disinterested vote must satisfy bylaw quorum (§ 7:19-a(II)(b)(2)) |
Violating transaction voidable; director of charitable trusts may enforce, and governing-board members may seek a voidness declaration (§ 7:19-a(VII)–(VIII)) |
Private foundations excluded; religious organizations outside subdivision; $5,000 aggregate triggers advance newspaper and director notice; covered real estate needs prior probate-court approval (§§ 7:19(I), 7:19-a(I)(d), (II)(d), (VI)) |
| New Jersey verified 2026-10-02 | Nonprofit Corporation Act; corporation-trustee or corporation-entity contract/transaction involving its trustee (§ 15A:6-8(a)) |
Trustee is counterparty, or trustee/director or otherwise interested in other entity; no separate materiality test stated (§ 15A:6-8(a)) |
Fact of common trusteeship or interest disclosed or known to board/committee or members, as applicable (§ 15A:6-8(a)(1)-(2)) |
Unanimous written consent with at least one disinterested trustee, or majority of disinterested trustees even below quorum (§ 15A:6-8(a)(1)) |
Members, if any, authorize, approve, or ratify after disclosure/knowledge; section specifies no special vote denominator (§ 15A:6-8(a)(2)) |
Fair and reasonable to corporation at authorization, approval, or ratification; required with either approval route (§ 15A:6-8(a)) |
Interested trustee may count toward board/committee meeting quorum; presence or counted vote alone does not void qualifying transaction (§ 15A:6-8(a)-(b)) |
If fairness plus disclosed approval, not void/voidable solely for interest, presence, or counted vote; section assigns no burden (§ 15A:6-8(a)) |
Separate reasonable trustee-compensation vote by majority of trustees in office; member approval if bylaws require (§ 15A:6-8(c)) |
| New Mexico verified 2026-10-02 | Nonprofit Corporation Act, Chapter 53, Article 8; director duties and loan rule (§§ 53-8-1, -2, -25.1, -29) |
No general interest trigger in cited nonprofit provisions; loans to directors/officers have a specific participation rule (§§ 53-8-25.1, -29) |
No conflict-specific disclosure route in nonprofit director-duty and loan provisions (§§ 53-8-25.1, -29) |
Ordinary board quorum/vote and delegated committees apply; no conflict-cleansing board vote stated there (§§ 53-8-20–21) |
No interested-transaction member safe harbor in nonprofit director-duty and loan provisions (§§ 53-8-25.1, -29) |
No transaction-fairness safe harbor in nonprofit director-duty and loan provisions (§§ 53-8-25.1, -29) |
Ordinary board quorum/vote under § 53-8-20; loan participation creates liability until repayment under § 53-8-29 |
Director monetary-damages standard in § 53-8-25.2; ordinary board authorization in § 53-8-20; loan liability in § 53-8-29 |
Business Corporation Act conflict rule § 53-11-40.1 belongs to the for-profit act (§§ 53-11-1–2) |
| New York verified 2026-10-02 | Not-for-Profit Corporation Law; related party transactions involving corporation or affiliate (§§ 102(a)(24), 715(a)) |
Financial interest of director, officer, key person, relative, or specified owned entity; de minimis and other exclusions (§ 102(a)(23)-(24)) |
Interested director, officer, or key person discloses material interest facts in good faith to board or committee (§ 715(a)) |
Board/authorized committee fairness, reasonableness, best-interest determination; charitable substantial-interest cases add alternatives, majority of those present, written basis (§ 715(a)-(b)) |
§ 715(a)-(b) assigns transaction review to board or authorized committee; no member safe-harbor vote stated there |
Fair, reasonable, and best interest when determined; fairness defense at approval time in non-AG action (§ 715(a), (i)) |
Related party may give background or answer questions before deliberation, but may not deliberate or vote (§ 715(h)) |
AG may seek injunction, voiding, rescission, restitution, and other statutory relief; non-AG fairness defense (§ 715(f), (i)) |
Charitable substantial-interest procedure and corporation conflict policy (§§ 715(b), 715-a(a)-(b)) |
| North Carolina verified 2026-10-02 | Nonprofit Corporation Act; transaction with corporation and directly or indirectly interested director (§ 55A-8-31(a)) |
Direct interest or specified financial/general-partner or director/officer/trustee tie to other party (§ 55A-8-31(a)-(b)) |
Material facts of transaction and director interest disclosed or known to board, committee, or voting members (§ 55A-8-31(a)(1)-(2)) |
Majority of uninterested directors, never one alone; disinterested-majority vote supplies conflict quorum (§ 55A-8-31(c)) |
Majority of countable votes; exclude interested director's controlled votes and specified entity votes (§ 55A-8-31(d)) |
Transaction fair to corporation; section states no particular assessment time (§ 55A-8-31(a)(3)) |
Interested director's presence or vote does not defeat valid conflict action; excluded member votes count for other Chapter approvals (§ 55A-8-31(c)-(d)) |
Not voidable by corporation solely for director interest; other required member vote remains separate (§ 55A-8-31(a), (d)) |
Articles, bylaws, or board resolution may add requirements; separate director/officer loan restriction (§§ 55A-8-31(e), 55A-8-32) |
| North Dakota verified 2026-10-02 | Nonprofit Corporations Act; corporation contract/transaction involving director, family, related-organization director/family, or linked organization (§ 10-33-46(1)) |
Family spouse/parent/child/stepchild/sibling and their specified spouses; linked organization through fiduciary role or material financial interest (§ 10-33-46(1), (3)) |
Material contract/transaction facts and director interest fully disclosed or known to voting members or board/committee (§ 10-33-46(2)(b)–(c)) |
Good-faith majority of directors/committee members currently holding office; interested director cannot vote or count for quorum; residual voters form reduced quorum if needed (§ 10-33-46(2)(c)) |
Good-faith two-thirds of members entitled to vote excluding interested director vote, or unanimous affirmative vote of all members whether entitled to vote or not (§ 10-33-46(2)(b)) |
Alternative fair and reasonable to corporation when authorized, approved, or ratified; validity proponent bears burden (§ 10-33-46(2)(a)) |
Interested presence does not alone void contract, but interested director cannot vote or count toward board/committee quorum on approval route (§ 10-33-46(1), (2)(c)) |
Not void/voidable for specified relationship/presence if subsection 2 condition met; fairness route puts burden on validity proponent (§ 10-33-46(1)–(2)) |
Qualifying § 10-33-85 merger/consolidation is separate condition; related-organization transaction exempt from subsection 2(a)–(c) procedures (§ 10-33-46(2)(d), (4)) |
| Ohio verified 2026-10-02 | Nonprofit Corporation Law; corporation contracts, actions, and transactions involving interested directors or officers (§ 1702.301(A)(1), (D)) |
Director/officer transaction or other person where one has director/officer role or financial/personal interest (§ 1702.301(A)(1)) |
Material interest or relationship and transaction facts disclosed or known to directors, committee, or voting members (§ 1702.301(A)(1)(a)-(b)) |
Good-faith approval reasonably justified by facts; majority disinterested directors even below quorum (§ 1702.301(A)(1)(a)) |
Purpose-held meeting; majority of all voting members with no interest, after disclosure or knowledge (§ 1702.301(A)(1)(b)) |
Fair to corporation when directors, committee, or members authorize or approve (§ 1702.301(A)(1)(c)) |
Participation or vote does not alone void protected action; interested directors count for quorum (§ 1702.301(A)(1)-(2)) |
Interest-based voidability protection, subject to articles/regulations; director liability under § 1702.55 unaffected (§ 1702.301(A)-(B)) |
Change of control or continued office alone does not make director interested; compensation authority separately stated (§ 1702.301(A)(3), (C)) |
| Oklahoma verified 2026-10-02 | Oklahoma General Corporation Act applies to nonprofit nonstock corporations; director/officer contracts and overlapping entities (§§ 1004.1(A), 1030(A)) |
Director/officer counterparty or overlapping organization where director/officer holds office or financial interest (§ 1030(A)) |
Board/committee must know material relationship/interest and transaction facts for approval (§ 1030(A)(1)) |
Good-faith authorization by majority of disinterested directors, even below quorum (§ 1030(A)(1)) |
Shareholder vote route in § 1030(A)(2) excluded for nonprofit nonstock corporations (§ 1004.1(C)(2)) |
Fair to corporation when board, committee, or shareholders authorize, approve, or ratify (§ 1030(A)(3)) |
Interested director may count toward board/committee quorum; presence, participation, or vote alone does not void qualifying transaction (§ 1030(A), (B)) |
No voidability solely for stated interest/participation/vote grounds when board or fairness route met (§ 1030(A)) |
Nov. 1, 2026: revised § 1030 changes effect to equitable-relief/damages protection and adds conditions; nonprofit shareholder-vote exclusion remains (§§ 1004.1(C)(2), 1030(A), (D)(6)) |
| Oregon verified 2026-10-02 | Oregon Nonprofit Corporation Act; corporation transaction with director’s direct/indirect interest (§ 65.361(1)) |
Indirect interest includes material-interest/partner entity, managed entity considered by board, or related person/business associate (§ 65.361(4)) |
Board/committee or mutual-benefit members must know transaction and director-interest facts for their approval route (§ 65.361(2)(a), (3)) |
Public benefit/religious or mutual benefit: majority of uninterested directors on board/committee, at least two (§ 65.361(2)(a), (3)(a), (5)) |
Mutual benefit only; informed members approve by majority of eligible votes; interested-director/related-entity votes may count (§ 65.361(3)(b), (6)) |
Fair at transaction entry independently protects; statutory approval creates presumption of fairness (§ 65.361(1)) |
Disinterested-director majority supplies conflict-action quorum; interested presence/vote does not invalidate otherwise approved action (§ 65.361(5)) |
Fair transaction not voidable or liability basis; approval presumes fairness; conflict action does not itself replace other authorization (§ 65.361(1), (5)) |
Public benefit/religious may obtain Attorney General or circuit-court approval; articles, bylaws, board resolution may add requirements (§ 65.361(2)(b), (7)) |
| Pennsylvania verified 2026-10-02 | Nonprofit Corporation Law; contracts with directors/officers or associations in which they have roles or interests (§ 5728(a)) |
Director/officer party, governor or officer of other association, or financial or other interest there (§ 5728(a)) |
Relationship or interest and transaction facts disclosed or known to board or voting members for approval routes (§ 5728(a)(1)-(2)) |
Board majority of disinterested directors, even below quorum; delegated committee power under § 5731(c) (§§ 5728(a)(1), 5731(c)) |
Specific good-faith approval by members entitled to vote after disclosure or knowledge (§ 5728(a)(2)) |
Fair to corporation when authorized, approved, or ratified by board or members (§ 5728(a)(3)) |
Presence, participation, or vote alone does not void protected contract; interested directors count for quorum (§ 5728(a)-(b)) |
Not void or voidable solely on listed interest or participation grounds; § 5728 requires an authorization, approval, or ratification route (§ 5728(a)) |
Bylaws may restrict rule; special common-governor/officer paths for other associations (§ 5728(c)-(e)) |
| Rhode Island verified 2026-10-02 | Rhode Island Nonprofit Corporation Act; contract/transaction with director/officer or another organization linked through role or financial interest (§ 7-6-26.1(a)) |
Director/officer is party, serves as director/officer of other party organization, or has financial interest there (§ 7-6-26.1(a)) |
Interest or relationship material facts disclosed or known to board/committee or voting members (§ 7-6-26.1(a)(1)–(2)) |
Affirmative majority of disinterested directors authorizes, approves, or ratifies, even below ordinary quorum (§ 7-6-26.1(a)(1)) |
Members entitled to vote, informed of material interest/relationship facts, specifically authorize, approve, or ratify by vote (§ 7-6-26.1(a)(2)) |
Alternative if contract or transaction is fair and reasonable to corporation; no particular measuring date stated (§ 7-6-26.1(a)(3)) |
Interested director presence, participation, or counted vote does not alone defeat protection; interested directors count for board/committee quorum (§ 7-6-26.1(a), (b)) |
Not void or voidable, and directors/officers not liable, solely for covered interest, participation, or counted vote if one route satisfied (§ 7-6-26.1(a)) |
Applies to directors and officers; same § 7-6-26.1(a) routes govern the covered corporation |
| South Carolina verified 2026-10-02 | Nonprofit Corporation Act, Chapter 33-31; director-interest transaction, with public/religious versus mutual benefit routes (§ 33-31-831(a)-(c)) |
Direct or indirect interest; indirect if director has material interest/general-partner status in party entity or is its director/officer/trustee (§ 33-31-831(a), (d)) |
Material facts of transaction AND director interest known or disclosed to board/committee, or to mutual benefit voting members (§ 33-31-831(b)(1), (c)) |
Public/religious: approving directors reasonably believe fairness in good faith; mutual: informed board/committee action; majority of directors without interest, at least two (§ 33-31-831(b)(1), (c)(1), (e)) |
Mutual benefit only: informed members approve; majority of countable votes, excluding director-controlled and defined entity-controlled votes; countable voting-power majority is quorum (§ 33-31-831(c)(2), (f)) |
Fair at time entered into is independent protection; public/religious board approvers need good-faith reasonable belief of fairness (§ 33-31-831(a), (b)(1)(ii)) |
Disinterested board-majority vote supplies conflict quorum; interested director presence/vote does not invalidate qualifying board action (§ 33-31-831(e)) |
Not voidable or basis for director liability if fair at entry or approved as stated; interested votes count for other chapter member approvals; ordinary board voting separate (§§ 33-31-831(a), (f), 33-31-824(b)) |
Public/religious route also allows Attorney General or Richland County circuit court approval, before or after consummation; documents/board may add rules (§ 33-31-831(b)(2), (g)) |
| South Dakota verified 2026-10-02 | Nonprofit corporations are subject to chapters 47-22–47-28; § 47-23-20 supplies ordinary board action, without a transaction-specific conflict rule (§§ 47-1A-140(24), 47-23-20) |
§ 47-23-20 states a board-action rule rather than an interest or related-person trigger |
§ 47-23-20 addresses quorum and vote; it does not specify a conflict-facts disclosure step |
Ordinary board action: majority of directors present at a quorum meeting; articles/bylaws may require more (§§ 47-23-20, 47-23-23) |
§ 47-23-20 sets a board vote; no member conflict-approval substitute is stated there |
§ 47-23-20 states no fairness alternative or measuring date for interested transactions |
Ordinary quorum is majority of fixed/stated directors, never below one third; act by majority present unless greater vote applies (§ 47-23-20) |
§ 47-23-20 defines board action and does not state a conflict-specific voidability, liability, or burden effect |
Business corporation definition is for profit; nonprofit corporation means one subject to chapters 47-22–47-28 (§ 47-1A-140(4), (24)) |
| Tennessee verified 2026-10-02 | Nonprofit Corporation Act; corporation or controlled-entity transaction involving director or officer (§§ 48-58-701(2), 48-58-702) |
Person is party, knows own material financial interest, or knows related person is party/financially interested at relevant time (§ 48-58-701(2), (4), (7)-(8)) |
Director/officer discloses conflict nature and known material transaction facts; qualified directors or voting members receive requisite information (§§ 48-58-701(9), 48-58-703(a), 48-58-704(a)) |
Majority, at least two, qualified directors voting without other directors; committee entirely qualified and formed by statutory method (§ 48-58-703(a)) |
Majority of votes cast by qualified memberships after notice, ownership information, and disclosure; qualified-vote majority supplies quorum (§ 48-58-704(a)-(d)) |
Independent fairness route at relevant time; beneficial whole, dealings, and arm’s-length comparison; board action or legal obligation fixes time (§§ 48-58-701(3), (8), 48-58-702(b)(3)) |
Other directors excluded from conflict-route deliberation/vote; qualified quorum majority, at least two; interested voters may join separate ordinary authorization (§§ 48-58-703(a), (c), 48-58-704(f)) |
Listed interest-based equitable relief, damages/sanctions against director/officer barred on route; ordinary authorization may still need separate action (§§ 48-58-702, 48-58-703(c)(2), 48-58-704(f)) |
Attorney general approval or equity-court approval with attorney general joined is fourth route; part effective January 1, 2015 (§ 48-58-702(b)(4); 2014 ch. 899 § 97) |
| Texas verified 2026-10-02 | Business Organizations Code ch. 22; contracts or transactions with directors, officers, members, affiliates, associates, or related entities (§ 22.230(a)) |
Personal, affiliate or associate relationship; entity managerial role, membership, or financial interest (§ 22.230(a)) |
Material facts of relationship/interest and contract/transaction disclosed or known for approval route (§ 22.230(b)(1)) |
Good faith and ordinary care; majority of disinterested directors or committee members, even without their ordinary quorum (§ 22.230(b)(1)(A)) |
Disinterested-member majority under (b)(1)(A), or specific good-faith, ordinary-care vote of entitled members under (b)(1)(B) (§ 22.230(b)(1)) |
Fair to corporation when board, committee, or members authorize, approve, or ratify (§ 22.230(b)(2)) |
Interested directors or members count for quorum; interested person may participate, vote, or sign consent (§ 22.230(c)-(d)) |
Otherwise valid/enforceable contract protected from interest-only voidability and specified duty claim when (b) is met (§ 22.230(b),(e)) |
Express officer and member coverage; no tax or charitable-trust outcome decided (§ 22.230(a),(e)) |
| Utah verified 2026-10-02 | Utah Revised Nonprofit Corporation Act; contract, transaction, or other financial relationship (§ 16-6a-825(1)) |
Director, related party, or entity where director is director/officer or has financial interest; related natural person influence test (§ 16-6a-825(1), (6)) |
Board/committee or voting members must know material relationship/interest and transaction facts for approval route (§ 16-6a-825(4)(b)(i)-(ii)) |
Good-faith authorization, approval, or ratification by majority of disinterested directors, even below quorum (§ 16-6a-825(4)(b)(i)) |
Informed members specifically approve in good faith; ordinary voting-group quorum/vote rule applies unless displaced (§§ 16-6a-825(4)(b)(ii), 16-6a-714(1), (3)) |
Fair to nonprofit corporation is independent route; subsection states no measurement time (§ 16-6a-825(4)(b)(iv)) |
Interested directors count for board/committee quorum; presence, participation, counted votes alone do not defeat qualifying protection (§ 16-6a-825(4)(a), (5)) |
No listed interest-based voidability, injunction, setting aside, damages, or sanctions in specified proceedings when route met (§ 16-6a-825(4)(a)-(b)) |
Governing-document nonprofit-support route; separate ban on specified loans and participant liability (§ 16-6a-825(3), (4)(b)(iii)) |
| Vermont verified 2026-10-02 | Vermont Nonprofit Corporation Act; corporate transactions in which a director has a direct or indirect interest (§ 8.31(a)) |
Direct interest or indirect interest through specified entity material interest, general-partner role, or director/officer/trustee role (§ 8.31(a), (d)) |
Public benefit advance board vote and mutual benefit board/member routes require disclosure or knowledge of transaction and director-interest facts (§ 8.31(b)(1), (c)) |
Majority of directors without interest on board/committee; one director insufficient; public benefit approval in advance plus good-faith reasonable fairness belief (§ 8.31(b)(1), (e)) |
Mutual benefit only: informed members; majority of eligible voting power, excluding specified interested/control votes; special quorum (§ 8.31(c)(2), (f)) |
Independent route if fair when entered into; public benefit board approvers must reasonably believe fairness in good faith (§ 8.31(a), (b)(1)(B)) |
Interested director presence/vote does not invalidate otherwise proper board route; disinterested board majority establishes § 8.31 quorum (§ 8.31(e)) |
Fairness or specified approval prevents voidability or director liability; interested member votes count for authorization under other provisions (§ 8.31(a), (f)) |
Public benefit: Attorney General or joined Superior Court approval possible before/after consummation; articles, bylaws, board may add requirements (§ 8.31(b)(2), (g)) |
| Virginia verified 2026-10-02 | Virginia Nonstock Corporation Act; transaction with corporation in which its director has a disqualifying interest (§ 13.1-871(A)) |
Director interest precludes status as disinterested director; no related-person list in this section (§ 13.1-871(A)) |
Board/committee route: material transaction and interest facts disclosed or known; member route: disclosed to voting members (§ 13.1-871(A)(1)-(2)) |
Affirmative majority of disinterested board/committee directors; a single director cannot act alone (§ 13.1-871(B)) |
Majority of eligible votes; interested director-controlled votes excluded; majority of eligible members forms section quorum (§ 13.1-871(C)) |
Fair to corporation is an independent route; section states no separate fairness measurement time (§ 13.1-871(A)(3)) |
Disinterested board majority supplies section quorum; interested director presence/vote does not spoil qualifying board action (§ 13.1-871(B)) |
Not voidable by corporation solely for director interest; director-controlled votes may still count for other transaction approval (§ 13.1-871(A), (C)) |
Section applies to directors; 2027 replacement changes “this Act” to “this chapter” in member-vote savings clause (§ 13.1-871(C)) |
| Washington verified 2026-10-02 | Washington Nonprofit Corporation Act; member/director/officer or tied-entity contract/transaction (§ 24.03A.615(1)) |
Other entity has director/officer serving as director/officer, in similar position, or financially interested; direct member/officer dealings also covered (§ 24.03A.615(1)) |
Board or eligible members know or receive material relationship/interest and transaction facts for respective approval route (§ 24.03A.615(1)(a)-(b)) |
Board acts in good faith by affirmative majority of disinterested directors even below quorum; no committee route in this section (§ 24.03A.615(1)(a)) |
Eligible members, if any, specifically approve in good faith after disclosure/knowledge; no special disinterested-vote formula stated (§ 24.03A.615(1)(b)) |
Independent fairness route measured when board or members authorize, approve, or ratify (§ 24.03A.615(1)(c)) |
Interested directors or directors with similar other-entity position count for board-meeting quorum; presence/votes alone do not void qualifying deal (§ 24.03A.615(1)-(2)) |
Not void/voidable solely for listed interest, presence, participation, or counted vote if a route holds; no burden assigned (§ 24.03A.615(1)) |
Articles/bylaws may vary section; board written consent has a separate interested-director abstention exception (§§ 24.03A.615(3), 24.03A.570(2)) |
| West Virginia verified 2026-10-02 | West Virginia Nonprofit Corporation Act; director/officer contract or other-party organization with listed role or financial interest (§ 31E-8-860(a)) |
Director/officer is party, or director/officer/financially interested in other party organization (§ 31E-8-860(a)) |
Material relationship/interest and contract facts disclosed or known to board/committee or voting members (§ 31E-8-860(a)(1)–(2)) |
Good-faith authorization by majority of disinterested directors, even below ordinary quorum (§ 31E-8-860(a)(1)) |
Informed entitled members specifically approve in good faith; ordinary meeting vote favorable > opposing unless articles require more (§§ 31E-8-860(a)(2), 31E-7-724(d)) |
Fair to corporation when board, committee, or members authorize, approve, or ratify (§ 31E-8-860(a)(3)) |
Listed interest/presence/participation/counted vote alone does not void; interested directors count toward board/committee meeting quorum (§ 31E-8-860(a)–(b)) |
Not void or voidable solely for listed grounds; § 31E-7-724 governs ordinary member action (§§ 31E-8-860(a), 31E-7-724(d)) |
Section expressly covers officers as well as directors (§ 31E-8-860(a)) |
| Wisconsin verified 2026-10-02 | Chapter 181 nonstock corporations; corporation-director or corporation-director-linked entity contract/transaction (§ 181.0831(1)) |
Director counterparty, or director/officer of other entity or materially financially interested there; no related-person formula in section (§ 181.0831(1)) |
Relationship or interest disclosed or known to board/committee or voting members; section specifies no separate transaction-fact disclosure (§ 181.0831(1)(a)-(b)) |
Board/committee authorization, approval, or ratification by sufficient vote or consent without interested directors’ votes/consents (§ 181.0831(1)(a)) |
Members entitled to vote authorize, approve, or ratify after interest disclosure/knowledge, by vote or written consent; no conflict-specific threshold stated (§ 181.0831(1)(b)) |
Fair and reasonable to corporation is independent route; section does not set a particular assessment time (§ 181.0831(1)(c)) |
Common/interested directors count toward board/committee quorum; interest, presence, or counted vote is not a voidability ground if route applies (§ 181.0831(1)-(2)) |
Not void/voidable for listed interest or participation grounds on a route; no proof burden stated; ordinary board vote remains governed by § 181.0824(2) (§§ 181.0831(1), 181.0824(2)) |
Articles, bylaws, or board resolution may add conflict requirements; chapter 181 published October 1, 2026 (§ 181.0831(3)) |
| Wyoming verified 2026-10-02 | Wyoming Nonprofit Corporation Act; corporate transaction in which a director has a direct or indirect interest (§ 17-19-831(a)) |
Direct interest or indirect interest via specified entity material interest, general-partner role, or director/officer/trustee role (§ 17-19-831(a), (d)) |
Public benefit/religious advance board and mutual benefit board/member routes require disclosed or known transaction and director-interest facts (§ 17-19-831(b)(i), (c)) |
Majority of uninterested directors on board/committee; one director insufficient; public benefit/religious vote in advance with good-faith reasonable fairness belief (§ 17-19-831(b)(i), (e)) |
Mutual benefit only: informed members; majority of eligible voting power, excluding specified interested/control votes; special quorum (§ 17-19-831(c)(ii), (f)) |
Independent route if fair when entered into; public benefit/religious board approvers must reasonably believe fairness in good faith (§ 17-19-831(a), (b)(i)(B)) |
Interested director presence/vote does not invalidate otherwise proper board route; disinterested board majority establishes conflict-vote quorum (§ 17-19-831(e)) |
Fairness or specified approval prevents voidability; interested member votes count for authorization under other act provisions (§ 17-19-831(a), (f)) |
Public benefit/religious: attorney general or joined district court approval possible before/after consummation; articles, bylaws, board may add requirements (§ 17-19-831(b)(ii), (g)) |
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