1. Every Director of the Company, who may have a common interest or a conflicting interest in respect of any transaction that is submitted to the board of directors for approval, shall notify the board of directors of such interest and his declaration shall be recorded in the minutes of the meeting. Such Director may not vote on any resolution concerning such transaction. 2. If a Director fails to notify the board in accordance with the provisions of Clause [1] of this Article, the Company or any of its shareholders may apply to the competent court to invalidate the contract of the underlying transaction or to require the violating Director to pay back to the Company any profit or benefit earned as a result of such contract.
Interpretation and application must be checked against the official text and current version.