000431
ii
S.B. No. 1442
1 series of shares l[-tit2-.t t3 cla 0 f3 - r -r- i-irr--r--, as
2 provided by Section 21.405, are entitled to cast more or less than
3 one vote on all matters or on specified matters. Such a provision
4 also applies to directors voting in any committee or subcommittee
5 regarding all matters or the specified matters, as applicable,
6 unless otherwise provided by the certificate of formation.
7 SECTION 37. Subsection (b), Section 21.418, Business
8 Organizations Code, is amended to read as follows:
9 (b) An otherwise valid contract or transaction described by
10 Subsection (a) is valid notwithstanding that the [al director or
11 officer having the relationship or interest described by Subsection
12 (a) [e-f 1 . 34 ap. u ) is present at or participates in the
13 meeting of the board of directors, or of a committee of the board
14 that authorizes the contract or transaction, or votes or sirns, in
15 the person's capacity as a director or committee members a
16 unanimous written consent of directors or committee members to
17 authorize the contract or transaction, if:
18 (1) the material facts as to the relationship or
19 interest described by Subsection (a) and as to the contract or
20 transaction are disclosed to or known by:
21 (A) the corporation's board of directors or a
22 committee of the board of directors and the board of directors or
23 committee in good faith authorizes the contract or transaction by
24 the approval [affi:---mav--: * ] of the majority of the
25 disinterested directors or committee members, regardless of
26 whether the disinterested directors or committee members
27 coi;stitute a quorum; or
