Yes, what they're looking for is a majority (or 2/3 or whatever threshold is called for in the bylaws) of the disinterested directors.

If there are no disinterested directors, or it's something like 5 out of 6 directors are conflicted and the 1 director isn't comfortable going it alone, then the company might ask for approval of a majority of the non-conflicted shareholders. This isn't strictly required I think, but it's considered the safe thing to do.

Not sitting out opens you up to lawsuits. But, a lot of sketchy crap goes on.