NY LLC L § 411 (2021)
2021 New York Laws LLC - Limited Liability Company Law Article 4 - Management by Members or Managers 411 - Interested Managers.

§  411.  Interested  managers.  (a)  No  contract or other transaction between a limited liability company and one or more of its managers,  or between  a  limited  liability  company  and any other limited liability company or other business entity in which one or more  of  its  managers are  managers,  directors  or  officers, or have a substantial financial interest, shall be either void or voidable for this reason alone  or  by reason alone that such manager or managers are present at the meeting of the  managers,  or  of  a class thereof, which approves such contract or transaction, or that his or her or their  votes  are  counted  for  such purpose:  (1)  if  the  material  facts  as  to  such manager's interest in such contract  or  transaction  and  as  to  any  such  common   managership, directorship,  officership  or  financial interest are disclosed in good faith or known to the other managers  or  class  of  managers,  and  the managers  or  such  class approve such contract or transaction by a vote sufficient for such purpose without counting the vote of such interested manager or, if the votes of the disinterested managers are  insufficient to  constitute  an  act of the managers pursuant to section four hundred eight of this article, by unanimous vote of the disinterested  managers; or  (2)  if  the  material  facts  as  to  such manager's interest in such contract  or  transaction  and  as  to  any  such  common   managership, directorship,  officership  or  financial interest are disclosed in good faith or known to  the  members  entitled  to  vote  thereon,  and  such contract or transaction is approved by vote of such members.  (b)  If  such  good  faith  disclosure of the material facts as to the manager's interest in the contract or transaction and  as  to  any  such common  managership,  directorship, officership or financial interest is made to the managers or members, or known to the managers  or  class  of managers  or members approving such contract or transaction, as provided in subdivision (a) of this section, the contract or transaction may  not be avoided by the limited liability company for the reasons set forth in subdivision  (a)  of  this  section.  If there was no such disclosure or knowledge, or if the vote of such interested manager was  necessary  for the  approval  of  such  contract  or  transaction  at  a meeting of the managers or class of managers at which  it  was  approved,  the  limited liability company may avoid the contract or transaction unless the party or  parties  thereto  shall establish affirmatively that the contract or transaction was fair and reasonable as to the limited liability  company at  the time it was approved by the managers, a class of managers or the members.  (c) Common or interested managers may be counted  in  determining  the presence  of  a  quorum  at  a  meeting of the managers or of a class of managers that approves such contract or transaction.  (d) The operating agreement may  contain  additional  restrictions  on contracts  or  transactions  between a limited liability company and its managers and may provide that contracts or transactions in violation  of such  restrictions  shall  be  void or voidable by the limited liability company.  (e) Unless otherwise provided in the operating agreement, the managers shall have authority to fix the compensation of managers for services in any capacity.