law: Co-Operative Societies Act 2008 
  78.
  
  Material contracts
  1.      A director or officer
  
  of a society who—
  a.     
  
    is
  
  a party to a material contract or proposed material contract with the society;
  
  or
  b.    
  
    is
  
  a director or officer of, or has a material interest in, a person who is party
  
  to a material contract or proposed material contract with the society, shall
  
  disclose in writing to the society, or request to have entered in the minutes
  
  of meetings of directors, the nature and extent of his interest.
  2.      The disclosure
  
  required by subsection (1) must be made in the case of a director—
  a.     
  
    at
  
  the meeting at which a proposed contract is first considered;
  b.    
  
    if
  
  the director was not then interested in the proposed contract at the first
  
  meeting after he becomes so interested;
  c.     
  
    if
  
  the director becomes interested after a contract is made, at the first meeting
  
  after he becomes so interested; or
  d.    
  
    if
  
  a person who is so interested in a contract becomes a director, at the first
  
  meeting after he becomes a director.
  3.      A disclosure required
  
  by subsection (1) must be made in the case of an officer who is not a director—
  a.     
  
    immediately
  
  after he becomes aware that the contract or proposed contract is to be
  
  considered or has been considered at a meeting of the Board;
  b.    
  
    if
  
  the officer becomes interested after a contract is made, immediately after he
  
  becomes so interested; or
  c.     
  
    where
  
  he has an interest in a contract before becoming an officer, immediately after
  
  he becomes an officer.
  1.      
  2.      
  3.      
  4.      If a material
  
  contract or proposed material contract is one that in the ordinary course of
  
  the society’s business would not require approval by the directors or members,
  
  a director or officer shall disclose in writing to the society or request to
  
  have entered in the minutes of meeting of the Board the nature and extent of
  
  his interest after he becomes aware of the contract or proposed contract.
  5.      A director referred
  
  to in subsection (1) may take part in discussions to consider, or vote on a
  
  resolution to approve a contract that he has an interest in, if the contract—
  a.     
  
    is
  
  an arrangement by way of security for money lent by him to the society or
  
  obligations undertaken by him for the benefit of the society or a member of the
  
  society;
  b.    
  
    is
  
  a contract that relates principally to his remuneration as a director, officer,
  
  employee or agent of the society or a member of the society;
  c.     
  
    is
  
  a contract for indemnity or insurance pursuant to section 73; or
  d.    
  
    is
  
  a contract with an affiliate.
  1.      
  2.      
  3.      
  4.      
  5.      
  6.      Where a director is
  
  not entitled to vote at a meeting pursuant to subsection (5) and his presence
  
  is required to constitute a quorum at a meeting of directors, a decision of the
  
  directors is deemed not to be invalid only by reason of the absence of the
  
  director.
  7.      For the purposes of
  
  this section, a general notice to the directors by a director or officer
  
  declaring that he is to be regarded as interested in any contract made with
  
  that person is a sufficient declaration of interest in relation to any contract
  
  made with that person.
  8.      Where—
  a.     
  
    a
  
  director or officer discloses his interest in accordance with this section; and
  b.    
  
    the
  
  contract in which the director or officer has a material interest—
               
  
   i.        
  
    is
  
  approved by the directors or members; and
              
  
   ii.        
  
    is
  
  reasonable and fair to the society at the time it was approved, the material
  
  contract is neither void nor voidable by reason only of that relationship or by
  
  reason only that a director with an interest in the contract is present at or
  
  is counted to determine the presence of a quorum at a meeting of the Board or
  
  committee that authorised the contract.
  1.      
  2.      
  3.      
  4.      
  5.      
  6.      
  7.      
  8.      
  9.      Where a director or
  
  officer of a society fails to disclose his interest in a material contract in
  
  accordance with this section a Court may, on the application of a society or a
  
  member of the society, set aside the contract on any terms that the Court
  
  considers appropriate.