40 (1) A director of a corporation who has, directly or indirectly, an interest in a contract or transaction to which the corporation is a party or a proposed contract or transaction to which the corporation will be a party, shall disclose in writing to the corporation the nature and extent of the interest. 1998, c. 19, s. 40 (1). Interest to be material (2) Subsection (1) does not apply to a contract or transaction or a proposed contract or transaction unless both it and the director’s interest in it are material. 1998, c. 19, s. 40 (2). Purchase of property (3) If the contract or transaction or the proposed contract or transaction to which subsection (1) applies involves the purchase or sale of real or personal property by the corporation that the seller acquired within five years before the date of the contract or transaction or the proposed contract or transaction, the director shall disclose the cost of the property to the seller, to the extent to which that information is within the director’s knowledge or control. 1998, c. 19, s. 40 (3). Time of disclosure (4) The disclosure required by this section shall be made, (a)  at the meeting of the board at which the contract or transaction or the proposed contract or transaction is first considered; (b)  if the director is not as of the date of the meeting mentioned in clause (a) interested in the contract or transaction or the proposed contract or transaction, at the next meeting of the directors held after the director becomes so interested; (c)  if the director becomes interested in the contract or transaction after it is entered into, at the first meeting of the directors held after the director becomes so interested; or (d)  if the contract or transaction or the proposed contract or transaction is one that in the ordinary course of the corporation’s business would not require approval by the directors or owners, at the first meeting of the directors held after the director becomes aware of the contract or transaction or the proposed contract or transaction. 1998, c. 19, s. 40 (4). Minutes (5) The board shall enter the disclosure made by a director under this section in the minutes of the meeting of the board at which the disclosure was made. 1998, c. 19, s. 40 (5). Right to vote (6) The director shall not be present during the discussion at a meeting, vote or be counted in the quorum on a vote with respect to a contract or transaction or a proposed contract or transaction to which subsection (1) applies unless the director’s interest in it, (a)  is or would be limited solely to the insurance described in section 39 or remuneration as a director, officer or employee of the corporation; or (b)  arises or would arise solely because the director is a director, officer or employee of the declarant, if the director has been appointed to the first board by the declarant under subsection 42 (1). 1998, c. 19, s. 40 (6). Effect of disclosure (7) A director who has complied with the requirements of this section and who was acting honestly and in good faith at the time the contract or transaction was entered into, is not, by reason only of holding the office of director, accountable to the corporation or to its owners for any profit or gain realized from the contract or transaction, and the contract or transaction is not voidable by reason only of the director’s interest in it. 1998, c. 19, s. 40 (7). Confirmation by owners (8) Despite anything in this section, a director who has acted honestly and in good faith is not accountable to the corporation or to the owners for any profit or gain realized from the contract or transaction by reason only of holding the office of director, and the contract or transaction is not voidable by reason only of the director’s interest in it if, (a)  the contract or transaction is confirmed or approved by at least two-thirds of the votes cast at a meeting of owners duly called for that purpose; and (b)  the nature and extent of the director’s interest in the contract or transaction are declared and disclosed in reasonable detail in the notice calling the meeting. 1998, c. 19, s. 40 (8).