Interested directors; quorum

A. No contract or transaction between a state bank and one or more of its directors or officers, or between a state bank and any other person in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason or solely because his or their votes were counted for such purpose, if: (1) The material facts as to his interest and as to the contract or transaction were disclosed or known to the board of directors or the committee, and the board or committee in good faith authorized the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested director or directors; (2) The material facts as to his interest and as to the contract or transaction were disclosed or known to the stockholders entitled to vote thereon, and the contract or transaction was approved in good faith by vote of the stockholders; or (3) The contract or transaction was fair to the state bank as of the time it was authorized, approved, or ratified by the board of directors, committee, or stockholders. B. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorized the contract or transaction.