§ 22. Liability of directors in certain cases. (a) Directors of a
cooperative who vote for or concur in any of the following corporate
actions shall be jointly and severally liable to the cooperative 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 cooperative as a
result of such action:

(1) the distribution of the cooperative's cash or property to members,
directors or officers, other than a distribution permitted under
sections thirty-five, sixty and sixty-one of this chapter; or

(2) the distribution of assets after dissolution of the cooperative in
violation of section thirty-five of this chapter or without paying or
adequately providing for all known liabilities of the cooperative.

(b) A director who is present at a meeting of the board, or any
committee thereof, at which action specified in paragraph one or two of
subdivision (a) of this section is taken shall be presumed to have
concurred in the action unless the director's dissent thereto shall be
entered in the minutes of the meeting, or unless the director shall
submit his or her 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 cooperative
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 cooperative 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 cooperative as a result of such claims:

(1) Upon reimbursement to the cooperative of any amount of an improper
distribution of the cooperative's cash or property, to be subrogated to
the rights of the cooperative 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 payment to the cooperative of the claim of the attorney
general or of any creditor by reason of a violation of subdivision (a)
of this section, to be subrogated to the rights of the cooperative
against any person who received an improper distribution of assets.

(e) (1) A director or officer shall not be liable under this section
if, in the circumstances, the director discharged his or her duty to the
cooperative in good faith and with that degree of diligence, care and
skill which ordinarily prudent persons would exercise under similar
circumstances in like positions.

(2) In discharging their duties, directors and officers, when acting
in good faith, may rely on information, opinions, reports or statements
including financial statements and other financial data, in each case
prepared or presented by: (i) one or more officers or employees of the
cooperative, whom the director believes to be reliable and competent in
the matters presented, (ii) counsel, public accountants or other persons
as to matters which the directors or officers believe to be within such
person's professional or expert competence, or (iii) a committee of the
board upon which they do not serve, duly designated in accordance with a
provision of the certificate of incorporation or the bylaws, as to
matters within its designated authority, which committee the directors
or officers believe to merit confidence, so long as in so relying they
shall be acting in good faith and with that degree of care specified in
subdivision (a) of this section. Persons shall not be considered to be
acting in good faith if they have knowledge concerning the matter in
question that would cause such reliance to be unwarranted. Persons who
so perform their duties shall have no liability by reason of being or
having been directors or officers of the cooperative.

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