§ 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 members or the ultimate
beneficiaries of its activities, to the extent of any injury suffered by
such persons, respectively, as a result of such action, or, if there be
no creditors or members or ultimate beneficiaries so injured, to the
corporation, to the extent of any injury suffered by the corporation as
a result of such action:

(1) The distribution of the corporation's cash or property to members,
directors or officers, other than a distribution permitted under section
515 (Dividends prohibited; certain distributions of cash or property
authorized).

(2) The redemption of capital certificates, subvention certificates or
bonds, to the extent such redemption is contrary to the provisions of
section 502 (Member's capital contributions), section 504 (Subventions),
or section 506 (Bonds and security interests).

(3) The payment of a fixed or contingent periodic sum to the holders
of subvention certificates or of interest to the holders or
beneficiaries of bonds to the extent such payment is contrary to the
provisions of section 504 or section 506.

(4) The distribution of assets in violation of section 1002-a
(Carrying out the plan of dissolution and distribution of assets) or
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).

(5) The making of any loan contrary to section 716 (Loans to directors
and officers).

(b) A director who is present at a meeting of the board, or any
committee thereof, at which 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, 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.

(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 reimbursement to the corporation of any amount of an improper
distribution of the corporation's cash or property, to be subrogated to
the rights of the corporation against members, directors or officers who
received such distribution with knowledge of facts indicating that it
was not authorized by this chapter, in proportion to the amounts
received by them respectively.

(2) Upon reimbursement to the corporation of an amount representing an
improper redemption of a capital certificate, subvention or bond, to
have the corporation rescind such improper redemption and recover the
amount paid, for their benefit but at their expense, from any member or
holder who received such payment with knowledge of facts indicating that
such redemption by the corporation was not authorized by this chapter.

(3) Upon reimbursement to the corporation of an amount representing
all or part of an improper payment of a fixed or contingent periodic sum
to the holder of a subvention certificate, or of interest to the holder
or beneficiary of a bond, to have the corporation recover the amount so
paid, for their benefit but at their expense, from any holder or
beneficiary who received such payment with knowledge of facts indicating
that such payment by the corporation was not authorized by this chapter.

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

(5) Upon reimbursement to the corporation of the amount of any loan
made contrary to section 716 (Loans to directors and officers), to be
subrogated to the rights of the corporation against a director or
officer who received the improper loan.

(e) A director or officer shall not be liable under this section if,
in the circumstances, he discharged his duty to the corporation under
section 717 (Duty of directors and officers).

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