Marginal note:Avoidance standards
214 A material contract between a company and one or more of its directors or officers, or between a company and another entity of which a director or an officer of the company is a director or an officer or between a company and a person in which the director or officer has a material interest, is neither void nor voidable
(a) by reason only of that relationship, or
(b) by reason only that a director with an interest in the contract is present at or is counted to determine the presence of a quorum at the meeting of directors or the committee of directors that authorized the contract,
if the director or officer disclosed the interest in accordance with subsection 211(2), (3) or (4) or section 213 and the contract was approved by the directors or the shareholders and policyholders and it was reasonable and fair to the company at the time it was approved.
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