Authorizations under § 47-1A-853 --Board of directors or shareholders

Authorizations under § 47-1A-853 shall be made: (1) By the board of directors: (a) If there are two or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or (b) If there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with § 47-1A-824 , in which authorization directors who do not qualify as disinterested directors may participate; or (2) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted, on the authorization. Source: SL 2005, ch 239 , § 176.