(1) The directors, officers and employees of a savings association occupy a fiduciary relationship to the association. A director, officer or employee of an association shall not engage or participate, directly or indirectly, in any business or transaction involving the association when such person possesses any personal interest, direct or indirect in the business or transaction unless:
(a) Prior thereto, the person fully discloses to the board of directors such personal interest;
(b) The business or transaction is fair to the association and reasonable; and
(c) The business or transaction has the prior approval of not less than two-thirds of the authorized members of the board of directors, the approval is entered in the minutes of the meeting at which the business or transaction is authorized and a director with any interest in the business or transaction abstains from voting on the question of approval. However, any business or transaction in which more than one-third of the authorized members of the board of directors have an interest may be consummated if the Director of the Department of Consumer and Business Services approves the business or transaction before its consummation.
(2) The director may require that a director, officer or employee disclose any personal interest, direct or indirect, in any business or transaction on behalf of or involving the association and of the director’s, officer’s or employee’s control of or active participation in an enterprise having activities related to the business of the association.
(3) In addition to any other penalty provided by law, an officer, director or employee who violates this section is liable to the association for any profits inuring to the officer, director or employee and any loss or excess expense incurred by the association as a result of such violation. [1975 c.582 §61; 1981 c.472 §6]
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