Interested director

Dear All,

Please guide me--

Our is a public Company (non listed) having 3 Directors---

X

Y

Z

X & Y are husaband and wife. Now Z wants to resign who is non executive director. X & Y want to appoint their son Mr. K in place of Mr. Z.

In a Board meeting all the 3 directors X, Y and Z are present. Can we appoint Mr. K as a Director in the said meeting wherein X & Y are interested director and non interested director is only Z.