KRS 271B.8-320: Loans to directors.

(1) Except as provided by subsection (3) of this section, a corporation may not lend

money to or guarantee the obligation of a director of the corporation unless:

(a) The particular loan or guarantee is approved by a majority of the votes

represented by the ou tstanding voting shares of all classes, voting as a single

voting group, except the votes of shares owned by or voted under the control

of the benefited director; or

(b) The corporation's board of directors determines that the loan or guarantee

benefits the corporation and either approves the specific loan or guarantee or a

general plan authorizing loans and guarantees.

(2) The fact that a loan or guarantee is made in violation of this section shall not affect

the borrower's liability on the loan or the corporation's liability on the guarantee.

(3) This section shall not apply to loans and guarantees authorized by statute regulating

any special class of corporations.