Title 7, Chapter 1, Section 494
( 7-1-494)
(a) In addition to any other liabilities imposed by law upon
directors of a bank or trust company: (1) Directors of a bank or trust company who vote for or assent to
the declaration of any dividend or other distribution of the
assets of a bank or trust company to its shareholders which is not
authorized by this chapter or is contrary to any restrictions
contained in the articles shall be jointly and severally liable to
the bank or trust company for the amount of such dividend which is
paid or the value of such assets which are distributed in excess
of the amount of such dividend or distribution which could have
been paid or distributed without a violation of the provisions of
this chapter or the restrictions in the articles to the extent
that any depositor, creditor, or shareholder of the bank or trust
company has suffered damage as a result thereof; and (2) The directors of a bank or trust company who vote for or
assent to any distribution of assets of a bank or trust company to
its shareholders during the voluntary liquidation of the bank or
trust company without the payment and discharge of, or making
adequate provisions for, all known debts, obligations, and
liabilities of the bank or trust company shall be jointly and
severally liable to the bank or trust company for the value of
such assets which are distributed, to the extent that such debts,
obligations, and liabilities of the bank or trust company are not
thereafter paid and discharged. (b) A director of a bank or trust company who is present at a
meeting of its board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action
with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered or
certified mail or statutory overnight delivery to the secretary of
the bank or trust company within 24 hours after the adjournment of
the meeting. Such right to dissent shall not apply to a director
who, being present at the meeting, failed to vote against such
action. (c) A director shall not be liable under subsection (a) of this Code
section if he relied and acted in good faith upon financial
information of the bank or trust company represented to him to be
correct by the president or the officer of the bank or trust company
having charge of its books of account or stated in a written report
by an independent or certified public accountant or firm of such
accountants to reflect fairly the financial condition of such bank
or trust company; nor shall he be so liable if in good faith in
determining the amount available for any such dividend or
distribution he considered the assets to be represented fairly on
the books of the bank. (d) Any director against whom any claim shall be asserted under or
pursuant to this Code section for the payment of a dividend or other
distribution of assets of a bank or trust company and who shall be
held liable thereon shall be entitled to contribution from the
shareholders who, knowing such dividend or distribution to have been
made in violation of this chapter, accepted or received any such
dividends or assets in proportion to the amounts received by them
respectively. (e) Any director against whom any claim shall be asserted under or
pursuant to this Code section shall be entitled to contribution from
the other directors who voted for or assented to the action upon
which the claim is asserted. (f) No liability under this Code section shall be asserted more than
six years from the time the cause of action accrued. |