Which of the following actions is required to ensure the validity of a contract between a corporation and a director of the corporation?

A. An independent appraiser must render to the board of directors a fairness opinion on the contract.
B. The director must disclose the interest to the independent members of the board and refrain from voting.
C. The shareholders must review and ratify the contract.
D. The director must resign from the board of directors.

Answer: B. The director must disclose the interest to the independent members of the board and refrain from voting.