{"data":{"id":"us-va/va.-code-13.1-691","jurisdiction":"us-va","citation":"Va. Code § 13.1-691","heading":"Director conflict of interests","body":"A. A conflict of interests transaction is a transaction with the corporation in which a director of the corporation has an interest that precludes the director from being a disinterested director. A conflict of interests transaction is not voidable by the corporation solely because of the director's interest in the transaction if any one of the following is true:1. The material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board of directors and the board of directors or committee authorized, approved, or ratified the transaction;2. The material facts of the transaction and the director's interest were disclosed to the shareholders entitled to vote and they authorized, approved, or ratified the transaction; or3. The transaction was fair to the corporation.B. For purposes of subdivision A 1, a conflict of interests transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the disinterested directors on the board of directors, or on the committee. A transaction shall not be authorized, approved, or ratified under this section by a single director. If a majority of the disinterested directors vote to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director who is not disinterested does not affect the validity of any action taken under subdivision A 1 if the transaction is otherwise authorized, approved or ratified as provided in that subsection.C. For purposes of subdivision A 2, a conflict of interests transaction is authorized, approved, or ratified if it receives the vote of a majority of the shares entitled to be counted under this subsection. Shares owned by or voted under the control of a director who is not disinterested may not be counted in a vote of shareholders to determine whether to authorize, approve, or ratify a conflict of interests transaction under subdivision A 2. The vote of those shares, however, shall be counted in determining whether the transaction is approved under other sections of this chapter. A majority of the shares, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.Code 1950, § 13.1-39.1; 1975, c. 500; 1980, c. 341; 1985, c. 522; 2005, c. 765.","path":["Title 13.1. CORPORATIONS","Chapter 9. VIRGINIA STOCK CORPORATION ACT","Article 9. DIRECTORS AND OFFICERS"],"source_url":"https://law.lis.virginia.gov/vacode/13.1-691/","current_through":"9/4/2026","vintage":"","retrieved_at":"2026-09-04T15:14:14Z","sha256":"87c1583d3551879748d681802de1c25ad70a9ee1dc3dcc44ad9d9a8bd9f73614","source_id":"us-va","stale":true,"prev":"us-va/va.-code-13.1-690.1","next":"us-va/va.-code-13.1-691.1"},"notice":"GroundRules: Original legal text. Not legal advice."}