Article 323 — Limitation on Voting

[ 1/ A director shall be disqualified from voting at a board meeting on any matter regarding which approval of the board is required to prevent conflict of interest such as regarding a proposed agreement between the director and the company and benefits from third parties. 2/ A director shall likewise be disqualified from voting on a matter pertaining to a contract between the company and a third party indicated under Article 311 of this Code or any other person if the director is to derive an essential benefit from the matter.