24.51
(1) Every director or senior officer referred to in section 24.5 (1) must account to the corporation for any profit made as a consequence of the corporation entering into or performing the proposed contract or transaction
(a) unless
(i) he or she discloses his or her interest as required by section 24.5,
(ii) after his or her disclosure the proposed contract or transaction is approved by the directors, and
(iii) if a director, he or she abstains from voting on the approval of the proposed contract or transaction, or
(b) unless
(i) the contract or transaction was reasonable and fair to the corporation at the time it was entered into,
(ii) after disclosure of the nature and extent of his or her interest the contract or transaction is approved by resolution of the corporation, and
(iii) if a director, he or she abstains from voting on the approval of the proposed contract or transaction.
(2) A director referred to in section 24.5 (1) must not be counted in the quorum at a meeting of the directors at which the proposed contract or transaction is approved.