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quorum is present or by the written consent of shareholders, with <br /> the shares owned by the interested director or directors not <br /> being entitled to vote thereon; <br /> (2) The material facts as to the transaction and <br /> as to such director's interest are fully disclosed or known to <br /> the Board or committee, and the Board or committee authorizes, <br /> approves or ratifies the contract or transaction in good faith by <br /> a vote sufficient without counting the vote of the interested <br /> director or directors and the contract or transaction is just and <br /> reasonable as to the Corporation at the time it is authorized, <br /> approved or ratified; or <br /> (3) As to contracts or transactions not approved <br /> as provided in paragraph (a) or (b) of this subdivision, the <br /> person asserting the validity of the contract or transaction <br /> sustains the burden of proving that the contract or transaction <br /> was just and reasonable as to the Corporation at the time it was <br /> authorized, approved or ratified. <br /> (b) Corporations Having Interrelated Directors. <br /> No contract or other transaction between the Corporation and any <br /> corporation or association of which one or more of its directors <br /> are directors is either void or voidable because such director or <br /> *directors are present at the meeting of the Board or a committee <br /> thereof which authorizes, approves or ratifies the contract or <br /> transaction, if: <br /> (1) The material facts as to the transaction and <br /> as to such director's other directorship are fully disclosed or <br /> known to the Board or committee, and the Board or committee <br /> authorizes, approves or ratifies the contract or transaction in <br /> good faith by a vote sufficient without counting the vote of the <br /> common director or directors or the contract or transaction is <br /> approved by the shareholders in good faith, or <br /> (2) As to contracts or other transactions not <br /> approved as provided in paragraph (1) of this subdivision, the <br /> contract or transaction is just and reasonable as to the <br /> Corporation at the time it is authorized, approved or ratified. <br /> This subsection (b) does not apply to contracts or <br /> transactions covered by subsection (a) . <br /> (c) Interested Directors. Interested or common <br /> directors may be counted in determining the presence of a quorum <br /> at a meeting of the Board or a committee thereof which <br /> authorizes, approves or ratifies a contract or transaction. <br /> (d) Loans and Extensions of Credit. For purposes <br /> of this Section 3.17, the term 'Transaction" does not include <br /> loans or extensions of credit in the ordinary course of business. <br /> 14 <br />