Title 14, Chapter 2, Section 864
(a) As used in this Code section, the term:
(1) "Officer" means a person who is not a director and who is
holding an office described in the bylaws of the corporation or
appointed by the board of directors in accordance with the bylaws
of the corporation.
(2) "Officer's conflicting interest transaction" means any transaction, other than a director's conflicting interest transaction as defined in paragraph (2) of Code Section 14-2-860, between a corporation (or a subsidiary of the corporation or any other entity in which the corporation has a controlling interest) and one or more of its officers or between a corporation and a related person of an officer.
(3) "Related person" of an officer shall have the same meaning with respect to an officer that this term has with respect to a director in paragraph (3) of Code Section 14-2-860.
(4) "Required disclosure" with respect to an officer shall have the same meaning as this term has with respect to a director in paragraph (4) of Code Section 14-2-860.
(5) "Time of commitment" shall have the same meaning as in paragraph (5) of Code Section 14-2-860.
(b) No officer's conflicting interest transaction shall be void or
voidable solely because the officer is present at or participates in
the meeting of the board of directors or committee thereof which
authorizes the contract or transaction.
(c) An officer's conflicting interest transaction may not be
enjoined, set aside, or give rise to an award of damages or other
sanctions, in an action by a shareholder or by or in the right of
the corporation, on the ground of an interest in the transaction of
the officer or any person with whom or which he has a personal,
economic, or other association, if:
(1) The transaction was approved by the board of directors after
(2) The transaction was approved by the shareholders after
required disclosure; or
(3) The transaction, judged in the circumstances at the time of
commitment, is established to have been fair to the corporation.