41 (1) A director or officer of a corporation who, (a)  is a party to a material contract or transaction or proposed material contract or transaction with the corporation; or (b)  is a director or an officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the corporation, shall disclose to the corporation or request to have entered in the minutes of meetings of the directors the nature and extent of his or her interest.  2010, c. 15, s. 41 (1). By director (2) The disclosure required by subsection (1) must
be made, in the case of a director, (a)  at the meeting at which a proposed contract or transaction is first considered; (b)  if the director was not then interested in a proposed contract or transaction, at the first meeting after he or she becomes so interested; (c)  if the director becomes interested after a contract is made or a transaction is entered into, at the first meeting after he or she becomes so interested; or (d)  if a person who is interested in a contract or transaction later becomes a director, at the first meeting after he or she becomes a director.  2010, c. 15, s. 41 (2). By officer (3) The disclosure required by subsection (1) must be made, in the case of an officer who is not a director, (a)  forthwith after the officer becomes aware that the contract or transaction or proposed contract or transaction is to be considered or has been considered at a meeting of directors; (b)  if the officer becomes interested after a contract is made or a transaction is entered into, forthwith after he or she becomes so interested; or (c)  if a person who is interested in a contract or transaction later becomes an officer, forthwith after he or she becomes an officer.  2010, c. 15, s. 41 (3). Contract or transaction does not require approval (4) Despite subsections (2) and (3), if subsection (1) applies to a director or officer in respect of a material contract or transaction or proposed material contract or transaction that, in the ordinary course of the corporation’s business, would not require approval by the directors or members, the director or officer shall disclose to the corporation or request to have entered in the minutes of meetings of the directors, the nature and extent of his or her interest forthwith after the director or officer becomes aware of the contract or transaction or proposed contract or transaction.  2010, c. 15, s. 41 (4). Director not to attend meeting and not to vote (5) A director referred to in subsection (1) shall not attend any part of a meeting of the directors during which the contract or transaction is discussed and shall not vote on any resolution to approve the contract or transaction unless the contract or transaction is, (a)  one relating primarily to his or her remuneration as a director of the corporation or an affiliate; (b)  one for indemnity or insurance under section 46; or (c)  one with an affiliate.  2010, c. 15, s. 41 (5). Remaining directors deemed quorum (6) If no quorum exists for the purpose of voting on a resolution to approve a contract or transaction only because a director is not permitted to be present at the meeting by reason of subsection (5), the remaining directors are deemed to constitute a quorum for the purposes of voting on the resolution.  2010, c. 15, s. 41 (6). Members’ approval (7) If all of the directors are required to make disclosure under subsection (1), the contract or transaction may be approved only by the members unless the contract or transaction is one described in clause (5) (a), (b) or (c).  2010, c. 15, s. 41 (7). Continuing disclosure (8) A general notice to the directors by a director or officer disclosing that he or she is a director or officer of or has a material interest in a person, or that there has been a material change in the director’s or officer’s interest in the person, and is to be regarded as interested in any contract made or any transaction entered into with that person is sufficient disclosure of interest in relation to any such contract or transaction for the purposes of this section.  2010, c. 15, s. 41 (8). Effect of disclosure (9) A contract or transaction for which disclosure is required under subsection (1) is not void or voidable, and the director or officer is not accountable to the corporation or its members for any profit or gain realized from the contract or transaction, because of the director’s or officer’s interest in the contract or transaction or because the director was present or was counted to determine whether a quorum existed at the meeting of directors or of the committee of directors that considered the contract or transaction, if, (a)  disclosure of the interest was made in accordance with this section; (b)  the directors approved the contract or transaction; and (c)  the contract or transaction was reasonable and fair to the corporation when it was approved.  2010, c. 15, s. 41 (9). Confirmation by members (10) Despite anything in this section, a director or officer, acting honestly and in good faith, is not accountable to the corporation or to its members for any profit or gain realized from any contract or transaction by reason only of his or her holding the office of director or officer, and the contract or transaction, if it was reasonable and fair to the corporation at the time it was approved, is not by reason only of the director’s or officer’s interest in it void or voidable if, (a)  the contract or transaction is confirmed or approved by special resolution at a meeting of the members duly called for that purpose; and (b)  the nature and extent of the director’s or officer’s interest in the contract or transaction are disclosed in reasonable detail in the notice calling the meeting.  2010, c. 15, s. 41 (10). Court may set aside contract (11) Subject to subsections (9) and (10), if a director or officer of a corporation fails to disclose his or her interest in a material contract or transaction in accordance with this section or otherwise fails to comply with this section, the corporation or a member of the corporation may apply to the court for an order setting aside the contract or transaction and directing that the director or officer account to the corporation for any profit or gain realized and, upon such application, the court may so order or make such other order as it thinks fit.  2010, c. 15, s. 41 (11).