Indiana Code
Chapter 11. Standards of Conduct for Directors
28-13-11-8. Disinterested Persons; Director or Shareholder of Corporation

Sec. 8. (a) For the purposes of section 7 of this chapter, a director is disinterested if:
(1) the director does not have a conflict of interest, within the meaning of section 9(a) of this chapter, in connection with the action or recommendation in question;
(2) in connection with matters described in IC 28-13-8 the director is disinterested (as defined in IC 28-13-8-4(d)); and
(3) in connection with any matter involving or otherwise affecting a transaction under IC 28-1-7, IC 28-1-8, or IC 28-3-2 that would result in a change of the person or persons that have control (as defined in IC 28-2-14-6) over the corporation if the director is not an employee of the corporation or an affiliate or associate of or was not nominated or designated as a director by a person proposing the transaction.
(b) A person may be disinterested under this section even though the person is a director or shareholder of the corporation.
As added by P.L.14-1992, SEC.163.

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