411 - Interested managers.

§  411.  Interested  managers.  (a)  No  contract or other transaction  between a limited liability company and one or more of its managers,  or  between  a  limited  liability  company  and any other limited liability  company or other business entity in which one or more  of  its  managers  are  managers,  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 manager or managers are present at the meeting of  the  managers,  or  of  a class thereof, which approves such contract or  transaction, or that his or her or their  votes  are  counted  for  such  purpose:    (1)  if  the  material  facts  as  to  such manager's interest in such  contract  or  transaction  and  as  to  any  such  common   managership,  directorship,  officership  or  financial interest are disclosed in good  faith or known to the other managers  or  class  of  managers,  and  the  managers  or  such  class approve such contract or transaction by a vote  sufficient for such purpose without counting the vote of such interested  manager or, if the votes of the disinterested managers are  insufficient  to  constitute  an  act of the managers pursuant to section four hundred  eight of this article, by unanimous vote of the disinterested  managers;  or    (2)  if  the  material  facts  as  to  such manager's interest in such  contract  or  transaction  and  as  to  any  such  common   managership,  directorship,  officership  or  financial interest are disclosed in good  faith or known to  the  members  entitled  to  vote  thereon,  and  such  contract or transaction is approved by vote of such members.    (b)  If  such  good  faith  disclosure of the material facts as to the  manager's interest in the contract or transaction and  as  to  any  such  common  managership,  directorship, officership or financial interest is  made to the managers or members, or known to the managers  or  class  of  managers  or members approving such contract or transaction, as provided  in subdivision (a) of this section, the contract or transaction may  not  be avoided by the limited liability company for the reasons set forth in  subdivision  (a)  of  this  section.  If there was no such disclosure or  knowledge, or if the vote of such interested manager was  necessary  for  the  approval  of  such  contract  or  transaction  at  a meeting of the  managers or class of managers at which  it  was  approved,  the  limited  liability company 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 limited liability  company  at  the time it was approved by the managers, a class of managers or the  members.    (c) Common or interested managers may be counted  in  determining  the  presence  of  a  quorum  at  a  meeting of the managers or of a class of  managers that approves such contract or transaction.    (d) The operating agreement may  contain  additional  restrictions  on  contracts  or  transactions  between a limited liability company and its  managers and may provide that contracts or transactions in violation  of  such  restrictions  shall  be  void or voidable by the limited liability  company.    (e) Unless otherwise provided in the operating agreement, the managers  shall have authority to fix the compensation of managers for services in  any capacity.