§ 7016. Liability of directors in certain cases. 1. Directors of a
corporation, who vote for or concur in the declaration of any dividend
or other distribution to stockholders which impairs its capital stock or
while its capital stock is impaired, impairs any surplus fund or reserve
which is not available for dividends under section one hundred ten,
section three hundred nine-a or section five hundred seventeen of this
chapter, or is contrary to any restrictions contained in its
organization certificate, shall be jointly and severally liable to the
corporation for the benefit of its creditors and stockholders, to the
extent of any injury suffered by such persons, respectively, as a result
of such action.

2. A director who is present at a meeting of the board, or any
committee thereof, at which action specified in subdivision one of this
section is taken shall be presumed to have concurred in the action
unless his dissent thereto shall be entered in the minutes of the
meeting, or unless he shall submit his written dissent to the person
acting as the secretary of the meeting before the adjournment thereof,
or shall deliver or send by registered mail such dissent to the
secretary of the corporation promptly after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted
in favor of such action. A director who is absent from a meeting of the
board, or any committee thereof, at which such action is taken shall be
presumed to have concurred in the action unless he shall deliver or send
by registered mail his dissent thereto to the secretary of the
corporation or shall cause such dissent to be filed with the minutes of
the proceedings of the board or committee within a reasonable time after
learning of such action.

3. Any director against whom a claim is successfully asserted under
this section shall be entitled to contribution from the other directors
who voted for or concurred in the action upon which the claim is
asserted.

4. Directors against whom a claim is successfully asserted under this
section shall be entitled, to the extent of the amounts paid by them to
the corporation as a result of such claims, upon payment to the
corporation of any amount of an improper dividend or distribution, to be
subrogated to the rights of the corporation against stockholders who
received such dividend or distribution with knowledge of facts
indicating that it was within the scope of subdivision one of this
section, in proportion to the amounts received by them respectively,
unless such amount has been returned by the stockholder to the
corporation.

5. A director shall not be liable under this section if, in the
circumstances, he discharged his duty to the corporation under section
seven thousand fifteen.

6. This section shall not affect any liability otherwise imposed by
law upon any director.