Approval of Conflicting Interest Transactions; Rule of Decision. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes, approves, or ratifies the conflicting interest transaction. Where an interested Director has been counted as part of a quorum but abstains from voting, the affirmative vote of a majority of the disinterested directors, even if the disinterested directors are less than a quorum, shall suffice to take action.
