Before board meeting:
- Identify interested director’s material financial interest and ascertain whether the transaction falls within any exceptions.
- Gather material facts for disclosure to the board about the proposed transaction and the director’s interest.
- Appoint disinterested person or committee to investigate possible reasonable alternatives for report to board.
At board meeting:
- Disclose all material facts about the proposed transaction and the director’s interest.
- Hear report by disinterested person or committee on possible alternatives.
- Have board find and resolve the following, by vote of majority of directors then in office, without counting vote of interested director (each director’s vote or abstention should be recorded):
- That the proposed transaction is in the corporation’s best interests and for the corporation’s own benefit or for the benefit of the affiliated religious organization;
- That the proposed transaction is fair and reasonable to the corporation or furthers the corporation’s religious purposes; and
- That, after reasonable investigation, the board has found that the corporation cannot obtain a more advantageous arrangement with reasonable efforts under the circumstances or that the transaction furthers the corporation’s religious purposes.
- Have board approve proposed transaction, by vote of majority of directors then in office, excluding vote of interested director (record each director’s vote or abstention).
After board meeting:
- Prepare minutes of meeting, reflecting:
- Full disclosure to the board;
- Investigation and report to the board;
- Findings of the board; and
- Board approval of the transaction, including vote of each director.