17-6424.   Liability of directors for unlawful paymentof dividend or unlawful stock purchase or redemption; exoneration fromliability, when; contribution among directors; subrogation.(a) In case of any willful or negligent violation of the provisions of K.S.A.17-6410 or 17-6423, and amendments thereto, the directors under whoseadministration the same may happen shall be jointly and severally liable, atany time within three years after paying such unlawful dividend or after suchunlawful stock purchase or redemption, to the corporation, and to its creditorsin the event of its dissolution or insolvency, to the full amount of thedividend unlawfully paid, or to the full amount unlawfully paid for thepurchase or redemption of the corporation's stock, with interest from the timesuch liability accrued. Any director who may have been absent when the same wasdone, or who may have dissented from the act or resolution by which the samewas done, may be exonerated from such liability by causing such director'sdissent to be entered on the books containing the minutes of the proceedings ofthe directors at the time the same was done, or immediately after such directorhas notice of the same.

      (b)   Any director against whom a claim is successfully asserted under thissection shall be entitled to contribution from the other directors who votedfor or concurred in the unlawful dividend, stock purchase or stock redemption.

      (c)   Any director against whom a claim is successfully asserted under thissection shall be entitled, to the extent of the amount paid by such director asa result of such claim, to be subrogated to the rights of the corporationagainst stockholders who received the dividend on, or assets for the sale orredemption of, their stock with knowledge of facts indicating that suchdividend, stock purchase or redemption was unlawful under this act, inproportion to the amounts received by such stockholders respectively.

      History:   L. 1972, ch. 52, § 51;L. 2004, ch. 143, § 23; Jan. 1, 2005.