17-6424.Liability of directors for unlawful payment
of dividend or unlawful stock purchase or redemption; exoneration from
liability, 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 whose
administration the same may happen shall be jointly and severally liable, at
any time within three years after paying such unlawful dividend or after such
unlawful stock purchase or redemption, to the corporation, and to its creditors
in the event of its dissolution or insolvency, to the full amount of the
dividend unlawfully paid, or to the full amount unlawfully paid for the
purchase or redemption of the corporation's stock, with interest from the time
such liability accrued. Any director who may have been absent when the same was
done, or who may have dissented from the act or resolution by which the same
was done, may be exonerated from such liability by causing such director's
dissent to be entered on the books containing the minutes of the proceedings of
the directors at the time the same was done, or immediately after such director
has notice of the same.
(b) 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 unlawful dividend, stock purchase or stock redemption.
(c) Any director against whom a claim is successfully asserted under this
section shall be entitled, to the extent of the amount paid by such director as
a result of such claim, to be subrogated to the rights of the corporation
against stockholders who received the dividend on, or assets for the sale or
redemption of, their stock with knowledge of facts indicating that such
dividend, stock purchase or redemption was unlawful under this act, in
proportion to the amounts received by such stockholders respectively.
History: L. 1972, ch. 52, § 51;
L. 2004, ch. 143, § 23; Jan. 1, 2005.
17-6424.Liability of directors for unlawful payment
of dividend or unlawful stock purchase or redemption; exoneration from
liability, 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 whose
administration the same may happen shall be jointly and severally liable, at
any time within three years after paying such unlawful dividend or after such
unlawful stock purchase or redemption, to the corporation, and to its creditors
in the event of its dissolution or insolvency, to the full amount of the
dividend unlawfully paid, or to the full amount unlawfully paid for the
purchase or redemption of the corporation's stock, with interest from the time
such liability accrued. Any director who may have been absent when the same was
done, or who may have dissented from the act or resolution by which the same
was done, may be exonerated from such liability by causing such director's
dissent to be entered on the books containing the minutes of the proceedings of
the directors at the time the same was done, or immediately after such director
has notice of the same.
(b) 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 unlawful dividend, stock purchase or stock redemption.
(c) Any director against whom a claim is successfully asserted under this
section shall be entitled, to the extent of the amount paid by such director as
a result of such claim, to be subrogated to the rights of the corporation
against stockholders who received the dividend on, or assets for the sale or
redemption of, their stock with knowledge of facts indicating that such
dividend, stock purchase or redemption was unlawful under this act, in
proportion to the amounts received by such stockholders respectively.
History: L. 1972, ch. 52, § 51;
L. 2004, ch. 143, § 23; Jan. 1, 2005.
17-6424.Liability of directors for unlawful payment
of dividend or unlawful stock purchase or redemption; exoneration from
liability, 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 whose
administration the same may happen shall be jointly and severally liable, at
any time within three years after paying such unlawful dividend or after such
unlawful stock purchase or redemption, to the corporation, and to its creditors
in the event of its dissolution or insolvency, to the full amount of the
dividend unlawfully paid, or to the full amount unlawfully paid for the
purchase or redemption of the corporation's stock, with interest from the time
such liability accrued. Any director who may have been absent when the same was
done, or who may have dissented from the act or resolution by which the same
was done, may be exonerated from such liability by causing such director's
dissent to be entered on the books containing the minutes of the proceedings of
the directors at the time the same was done, or immediately after such director
has notice of the same.
(b) 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 unlawful dividend, stock purchase or stock redemption.
(c) Any director against whom a claim is successfully asserted under this
section shall be entitled, to the extent of the amount paid by such director as
a result of such claim, to be subrogated to the rights of the corporation
against stockholders who received the dividend on, or assets for the sale or
redemption of, their stock with knowledge of facts indicating that such
dividend, stock purchase or redemption was unlawful under this act, in
proportion to the amounts received by such stockholders respectively.
History: L. 1972, ch. 52, § 51;
L. 2004, ch. 143, § 23; Jan. 1, 2005.