ILCS » Chapter 805 · Act 105
Illinois Compiled Statutes

805 ILCS 105/108.60 (2026)

Director conflict of interest

✓ current as of May 2026
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(805 ILCS 105/108.60) (from Ch. 32, par. 108.60)
    Sec. 108.60. Director conflict of interest.
    (a) If a transaction is fair to a corporation at the time it is authorized, approved, or ratified, the fact that a director of the corporation is directly or indirectly a party to the transaction is not grounds for invalidating the transaction.
    (b) In a proceeding contesting the validity of a transaction described in subsection (a), the person asserting validity has the burden of proving fairness unless:
        (1) The material facts of the transaction and the
    
director's interest or relationship were disclosed or known to the board of directors or a committee consisting entirely of directors and the board or committee authorized, approved or ratified the transaction by the affirmative votes of a majority of disinterested directors, even though the disinterested directors be less than a quorum; or
        (2) The material facts of the transaction and the
    
director's interest or relationship were disclosed or known to the members entitled to vote, if any, and they authorized, approved or ratified the transaction without counting the vote of any member who is an interested director.
    (c) The presence of the director, who is directly or indirectly a party to the transaction described in subsection (a), or a director who is otherwise not disinterested, may be counted in determining whether a quorum is present but may not be counted when the board of directors or a committee of the board takes action on the transaction.
    (d) For purposes of this Section, a director is "indirectly" a party to a transaction if the other party to the transaction is an entity in which the director has a material financial interest or of which the director is an officer, director or general partner; except that if a director is an officer or director of both parties to a transaction involving a grant or contribution, without consideration, from one entity to the other, that director is not "indirectly" a party to the transaction provided the director does not have a material financial interest in the entity that receives the grant or contribution.
    (e) (Blank).
(Source: P.A. 96-649, eff. 1-1-10; 96-994, eff. 7-2-10.)

    
Notes of Decisions
Cited in 5 cases (1 in the last 5 years), 2001–2021 · leading case: Eychaner v. Gross, 747 N.E.2d 969 (Ill. App. Ct. 2001).
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Eychaner v. Gross, 747 N.E.2d 969 (Ill. App. Ct. 2001). · cites it 2× “60 of the General Not For Profit Corporation Act of 1986 (805 ILCS 105/108.60 (West 1998)). Based on this record, we conclude that the court's orders concerning unjust enrichment, failure to negotiate in good-faith and conflict of interest do not substantively involve the same…”
Feliciano v. Geneva Terrace Estates Homeowners Ass'n, 2014 IL App (1st) 130269 (Ill. App. Ct. 2014). “60 of the General Not For Profit Corporation Act of 1986 (805 ILCS 105/108.60 (West 2012)), cited by plaintiffs in their amended complaint, does not give rise to a cause of action for breach of fiduciary duty.”
Feliciano v. Geneva Terrace Estates, 2014 IL App (1st) 130269 (Ill. App. Ct. 2014). “60 of the General Not for Profit Corporation Act of 1986 (805 ILCS 105/108.60 (West 2012)), cited by plaintiffs in their amended complaint, does not give rise to a cause of action for breach of fiduciary duty.”
Cabrini-Green Local v. CHA (N.D. Ill. 2021). “” 805 ILCS 105/108.60(d) (emphasis added). So, as the LAC Board deliberated over what to do with the CDC, the three conflicted Board members could not take action on what to do about, well, themselves.”
Eychaner v. Gross (Ill. App. Ct. 2001). “60 of the General Not For Profit Corporation Act of 1986 (805 ILCS 105/108.60 (West 1998)). Based on this record, we conclude that the court's orders concerning unjust enrichment, failure to negotiate in good-faith and conflict of interest do not substantively involve the same…”
805 ILCS 105/108.60(d): 1 case
Cabrini-Green Local v. CHA (N.D. Ill. 2021). “” 805 ILCS 105/108.60(d) (emphasis added). So, as the LAC Board deliberated over what to do with the CDC, the three conflicted Board members could not take action on what to do about, well, themselves.”
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