Queensland Consolidated Acts Queensland Consolidated Acts(1) A corporatised corporation's director who has a material personal interest in a matter being considered by the board must not--
(a) vote on the matter; or
(b) vote on a proposed resolution (a related resolution) under subsection (2) in relation to the matter (whether in relation to the director or another director); or
(c) be present while the matter, or a related resolution, is being considered by the board; or
(d) otherwise take part in any decision of the board in relation to the matter or a related resolution.
Maximum penalty--100 penalty units.
(2) Subsection (1) does not apply to the matter if the board has, at any time, passed a resolution that--
(a) states the director, the interest and the matter; and
(b) states that the directors voting for the resolution are satisfied the interest should not disqualify the director from considering or voting on the matter.
(3) A quorum is present during a consideration of a matter by the board only if at least 2 directors are present who are entitled to vote on any motion that may be moved in relation to the matter.
(4) The corporation's shareholder or the shareholder's delegate may, by signing consent to a proposed resolution, deal with a matter if the board can not deal with it because of subsection (3).