Section 713. Interested directors

(a) No  contract or other transaction between a corporation and one or
  more  of  its  directors,  or  between  a  corporation  and  any   other
  corporation,  firm,  association or other entity in which one or more of
  its directors are directors or officers, or have a substantial financial
  interest, shall be either void or voidable for this reason alone  or  by
  reason  alone that such director or directors are present at the meeting
  of the board, or of a committee thereof, which approves such contract or
  transaction, or that his or their votes are counted for such purpose:
    (1) If the material facts as  to  such  director's  interest  in  such
  contract  or  transaction  and  as  to  any  such  common  directorship,
  officership or financial interest are disclosed in good faith  or  known
  to  the  board  or  committee,  and the board or committee approves such
  contract or transaction by a vote sufficient for  such  purpose  without
  counting  the  vote  of such interested director or, if the votes of the
  disinterested directors are insufficient to constitute  an  act  of  the
  board as defined in section 708 (Action by the board), by unanimous vote
  of the disinterested directors; or
    (2) If  the  material  facts  as  to  such director's interest in such
  contract  or  transaction  and  as  to  any  such  common  directorship,
  officership  or  financial interest are disclosed in good faith or known
  to the shareholders entitled to  vote  thereon,  and  such  contract  or
  transaction is approved by vote of such shareholders.
    (b)  If  a contract or other transaction between a corporation and one
  or more of its  directors,  or  between  a  corporation  and  any  other
  corporation,  firm,  association or other entity in which one or more of
  its directors are directors or officers, or have a substantial financial
  interest,  is  not  approved  in  accordance  with  paragraph  (a),  the
  corporation  may  avoid  the contract or transaction unless the party or
  parties thereto shall  establish  affirmatively  that  the  contract  or
  transaction was fair and reasonable as to the corporation at the time it
  was approved by the board, a committee or the shareholders.
    (c) 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
  approves such contract or transaction.
    (d) The   certificate   of   incorporation   may   contain  additional
  restrictions on contracts or transactions between a corporation and  its
  directors and may provide that contracts or transactions in violation of
  such restrictions shall be void or voidable by the corporation.
    (e) Unless  otherwise  provided in the certificate of incorporation or
  the by-laws, the board shall have authority to fix the  compensation  of
  directors for services in any capacity.