77951813.1-871Virginia Decodedhttps://vacode.org2016CorporationsVirginia Nonstock Corporation ActDirectors And OfficersDirector conflict of interestsCode 1950, § 13.1-223; 1956, c. 428; 1985, c. 522; 2007, c. 925.http://law.lis.virginia.gov/vacode/13.1-871//13.1-871/13.1/10/8/13.1-871 The transaction was fair to the corporation.sectionA3A32For purposes of subdivision A 1, a conflict of interests transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the disinterested directors on the board of directors, or on the committee. A transaction shall not be authorized, approved, or ratified under this section by a single director. If a majority of the disinterested directors vote to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director who is not disinterested does not affect the validity of any action taken under subdivision A 1 if the transaction is otherwise authorized, approved or ratified as provided in that subsection.sectionBB1