§ 4-26-811 - Liability of directors.
4-26-811. Liability of directors.
(a) In addition to any other liabilities imposed by law upon directors of a corporation:
(1) Directors of a corporation who vote for or assent to the declaration of any dividend or other distribution of the assets of a corporation to its shareholders contrary to the provisions of this chapter or contrary to any restrictions contained in the articles of incorporation shall be jointly and severally liable to the corporation for the amount of the dividend which is paid or the value of the assets which are distributed in excess of the amount of the dividend or distribution which could have been paid or distributed without a violation of the provisions of this chapter or the restrictions in the articles of incorporation;
(2) Directors of a corporation who vote for or assent to the purchase of its own shares contrary to the provisions of this chapter shall be jointly and severally liable to the corporation for the amount of consideration paid for the shares which is in excess of the maximum amount which could have been paid without a violation of the provisions of this chapter;
(3) The directors of a corporation who vote for or assent to any distribution of assets of a corporation to its shareholders during the liquidation of the corporation without the payment and discharge of, or making adequate provision for, all known debts, obligations, and liabilities of the corporation shall be jointly and severally liable to the corporation for the value of the assets which are distributed, to the extent that the debts, obligations, and liabilities of the corporation are not thereafter paid and discharged;
(4) The directors of a corporation who vote for or assent to the making of a loan secured by shares of the corporation shall be jointly and severally liable to the corporation for the amount of such loan until the repayment thereof;
(5) If a corporation commences business before it has received three hundred dollars ($300) as consideration for the issuance of shares, the directors who assent thereto shall be jointly and severally liable to the corporation for such part of three hundred dollars ($300) as shall not have been received before commencing business, but this liability shall be terminated when the corporation has actually received three hundred dollars ($300) as consideration for the issuance of shares.
(b) (1) A director of a corporation who is present at a meeting of its board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent is entered in the minutes of the meeting or unless he files his written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or forwards the dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting.
(2) The right to dissent shall not apply to a director who voted in favor of the action.
(c) A director shall not be liable under subdivision (a)(1), (2), or (3) if he relied and acted in good faith upon financial statements of the corporation represented to him to be correct by the president or the officer of the corporation having charge of its books of account, or stated in a written report by an independent public or certified public accountant or firm of such accountants fairly to reflect the financial condition of the corporation, nor shall he be so liable if in good faith in determining the amount available for any dividend or distribution he considered the assets to be of their book value.
(d) Any director against whom a claim shall be asserted under or pursuant to this section for the payment of a dividend or other distribution of assets of a corporation and who shall be held liable thereon shall be entitled to contribution from the shareholders who accepted or received any such dividend or assets, knowing the dividend or distribution to have been made in violation of this section, in proportion to the amounts received by them respectively.
(e) Any director against whom a claim shall be asserted under or pursuant to this section shall be entitled to contribution from the other directors who voted for or assented to the action upon which the claim is asserted.