D.C. Code § 29-306.70: Definitions.

For the purposes of this part, the term:

(1)

“Control”, including the term “controlled by”, means:

(A)

Having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an entity, whether through the ownership of voting shares or interests, by contract, or otherwise; or

(B)

Being subject to a majority of the risk of loss from the entity’s activities or entitled to receive a majority of the entity’s residual returns.

(2)

“Director’s conflicting interest transaction” means a transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation:

(A)

To which, at the relevant time, the director is a party;

(B)

Respecting which, at the relevant time, the director had knowledge and a material financial interest known to the director; or

(C)

Respecting which, at the relevant time, the director knew that a related person was a party or had a material financial interest.

(3)

“Fair to the corporation” means, for the purposes of § 29-306.71(b)(3), that the transaction as a whole was beneficial to the corporation, taking into appropriate account whether it was:

(A)

Fair in terms of the director’s dealings with the corporation; and

(B)

Comparable to what might have been obtainable in an arm’s length transaction, given the consideration paid or received by the corporation.

(4)

“Material financial interest” means a financial interest in a transaction that would reasonably be expected to impair the objectivity of the director’s judgment when participating in action on the authorization of the transaction.

(5)

“Related person” means:

(A)

The director’s spouse;

(B)

A child, stepchild, grandchild, parent, step parent, grandparent, sibling, step sibling, half sibling, aunt, uncle, niece or nephew, or spouse of any thereof, of the director or of the director’s spouse;

(C)

An individual living in the same home as the director;

(D)

An entity, other than the corporation or an entity controlled by the corporation, controlled by the director or any person specified above in this paragraph;

(E)

A domestic or foreign:

(i)

Business or nonprofit corporation, other than the corporation or an entity controlled by the corporation, of which the director is a governor;

(ii)

Unincorporated entity of which the director is a governor or a member of the governing body; or

(iii)

Individual, trust, or estate for whom or of which the director is a trustee, guardian, personal representative, or like fiduciary; or

(F)

A person that is, or an entity that is controlled by, an employer of the director.

(6)

“Relevant time” means:

(A)

The time at which directors’ action respecting the transaction is taken in compliance with § 29-306.72; or

(B)

If the transaction is not brought before the board of directors of the corporation, or its committee, for action under § 29-306.72, at the time the corporation, or an entity controlled by the corporation, becomes legally obligated to consummate the transaction.

(7)

“Required disclosure” means disclosure of:

(A)

The existence and nature of the director’s conflicting interest; and

(B)

All facts known to the director respecting the subject matter of the transaction that a director free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction.