§ 674. Presumption of knowledge of corporate condition and business
and of assent thereto by directors; definitions. It is no defense to a
prosecution for a violation of the provisions of this article, that the
corporation is a foreign corporation, if it carries on business or keeps
an office therefor in this state.

The term "director" as used in this article includes any of the
persons having, by law, the direction or management of the affairs of a
corporation, by whatever name described.

A director of a corporation or joint-stock association is deemed to
have such a knowledge of the affairs of the corporation or association
as to enable him to determine whether any act, proceeding or omission of
its directors is a violation of this article. If present at a meeting of
the directors at which any act, proceeding or omission of such directors
in violation of this article occurs, he must be deemed to have concurred
therein, unless he at the time causes or in writing requires his dissent
therefrom to be entered on the minutes of the directors. If absent from
such meeting, he must be deemed to have concurred in any such violation,
if the facts constituting such violation appear on the record or minutes
of the proceedings of the board of directors, and he remains a director
of the corporation for six months thereafter without causing or in
writing requiring his dissent from such violation to be entered on such
record or minutes.