§ 7-1.2-811 - Liability of directors in certain cases.
SECTION 7-1.2-811
§ 7-1.2-811 Liability of directors incertain cases. – (a) In addition to any other liabilities imposed by law upon directors of acorporation:
(1) Directors of a corporation who vote for or assent to thedeclaration of any dividend or other distribution of the assets of acorporation to its shareholders contrary to the provisions of this chapter orcontrary to any restrictions contained in the articles of incorporation, arejointly and severally liable to the corporation for the amount of the dividendwhich is paid or the value of the assets which are distributed in excess of theamount of the dividend or distribution which could have been paid ordistributed without a violation of the provisions of this chapter or therestrictions in the articles of incorporation.
(2) Directors of a corporation who vote for or assent to thepurchase of its own shares contrary to the provisions of this chapter arejointly and severally liable to the corporation for the amount of considerationpaid for the shares which is in excess of the maximum amount which could havebeen paid for the shares without a violation of the provisions of this chapter.
(3) Directors of a corporation who vote for or assent to anydistribution of assets of a corporation to its shareholders during theliquidation of the corporation without the payment and discharge of, or makingadequate provision for, all known debts, obligations, and liabilities of thecorporation are jointly and severally liable to the corporation for the valueof the assets which are distributed, to the extent that the debts, obligations,and liabilities of the corporation are not subsequently paid and discharged.
(b) A director who is present at a meeting of its board ofdirectors at which action on any corporate matter is taken is presumed to haveassented to the action taken unless his or her dissent is entered in theminutes of the meeting or unless he or she files his or her written dissent tothe action with the person acting as the secretary of the meeting before themeeting's adjournment or forwards the dissent by registered mail to thesecretary of the corporation immediately after the adjournment of the meeting.The right to dissent does not apply to a director who voted in favor of theaction.
(c) A director is not liable under this section if under thecircumstances he or she acted with due care and in good faith, and withoutlimiting the generality of what has just been stated, is not liable if he orshe relied in good faith upon financial statements of the corporationrepresented to him or her to be correct and to be based upon generally acceptedaccounting principles by the president or the officer of the corporation havingcharge of its books of account, or stated in a written report by an independentpublic or certified public accountant or firm of accountants fairly to reflectthe financial condition of the corporation.
(d) Any director against whom a claim is asserted under orpursuant to this section for the payment of a dividend or other distribution ofassets of a corporation and who is held liable on the claim, is entitled tocontribution from the shareholders who accepted or received any dividend orassets, knowing the dividend or distribution to have been made in violation ofthis chapter, in proportion to the amounts received by them respectively.