If a director has a conflicting interest respecting a transaction, but neither the director nor a related person of the director specified in subsection 47-1A-860(3)(i) is a party to the transaction, and if the director has a duty under law or professional canon, or a duty of confidentiality to another person, respecting information relating to the transaction such that the director may not make the disclosure described in subsection 47-1A-860(4)(ii), then disclosure is sufficient for purposes of § 47-1A-862 if the director:
(1) Discloses to the directors voting on the transaction the existence and nature of the conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction; and
(2) Plays no part, directly or indirectly, in their deliberations or vote.