Okla. Stat. tit. 18, § 18-1030: Interested Directors - Quorum

INTERESTED DIRECTORS; QUORUM

A. No contract or transaction between a corporation and one or

more of its directors or officers, or between a corporation and any

other corporation, partnership, association, or other organization

in which one or more of its directors or officers are directors or

officers, or have a financial interest, shall be void or voidable

solely for this reason, or solely because the director or officer is

present at or participates in the meeting of the board or committee

thereof which authorizes the contract or transaction, or solely

because his or their votes are counted for such purpose, if:

1. The material facts as to his relationship or interest and as

to the contract or transaction are disclosed or are known to the

board of directors or the committee, and the board or committee in

good faith authorizes the contract or transaction by the affirmative

votes of a majority of the disinterested directors, even though the

disinterested directors be less than a quorum;

2. The material facts as to his relationship or interest and as

to the contract or transaction are disclosed or are known to the

shareholders entitled to vote thereon, and the contract or

transaction is specifically approved in good faith by vote of the

shareholders; or

3. The contract or transaction is fair as to the corporation as

of the time it is authorized, approved or ratified, by the board of

directors, a committee thereof, or the shareholders.

B. Common or interested directors may be counted in determining

the presence of a quorum at a meeting of the board of directors or

of a committee which authorizes the contract or transaction.