§ 719. Liability of directors in certain cases.

(a) Directors of a corporation who vote for or concur in any of the
following corporate actions shall be jointly and severally liable to the
corporation for the benefit of its creditors or shareholders, to the
extent of any injury suffered by such persons, respectively, as a result
of such action:

(1) The declaration of any dividend or other distribution to the
extent that it is contrary to the provisions of paragraphs (a) and (b)
of section 510 (Dividends or other distributions in cash or property).

(2) The purchase of the shares of the corporation to the extent that
it is contrary to the provisions of section 513 (Purchase or redemption
by a corporation of its own shares).

(3) The distribution of assets to shareholders after dissolution of
the corporation without paying or adequately providing for all known
liabilities of the corporation, excluding any claims not filed by
creditors within the time limit set in a notice given to creditors under
articles 10 (Non-judicial dissolution) or 11 (Judicial dissolution).

(4) The making of any loan contrary to section 714 (Loans to
directors).

(b) A director who is present at a meeting of the board, or any
committee thereof, when action specified in paragraph (a) 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, when 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.

(c) 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.

(d) 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:

(1) Upon payment to the corporation of any amount of an improper
dividend or distribution, to be subrogated to the rights of the
corporation against shareholders who received such dividend or
distribution with knowledge of facts indicating that it was not
authorized by section 510, in proportion to the amounts received by them
respectively.

(2) Upon payment to the corporation of any amount of the purchase
price of an improper purchase of shares, to have the corporation rescind
such purchase of shares and recover for their benefit, but at their
expense, the amount of such purchase price from any seller who sold such
shares with knowledge of facts indicating that such purchase of shares
by the corporation was not authorized by section 513.

(3) Upon payment to the corporation of the claim of any creditor by
reason of a violation of subparagraph (a) (3), to be subrogated to the
rights of the corporation against shareholders who received an improper
distribution of assets.

(4) Upon payment to the corporation of the amount of any loan made
contrary to section 714, to be subrogated to the rights of the
corporation against a director who received the improper loan.

(e) A director shall not be liable under this section if, in the
circumstances, he performed his duty to the corporation under paragraph
(a) of section 717.

(f) This section shall not affect any liability otherwise imposed by
law upon any director.