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; January 1, 2005.
Structure Kansas Statutes
Article 64 - Stock And Dividends
17-6402 Lawful consideration for issuance of stock; fully paid stock.
17-6404 Same; designation of part of consideration as capital; surplus and net assets defined.
17-6405 Fractional shares; certificated or uncertificated shares.
17-6406 Partly paid certificated shares.
17-6407 Rights and options concerning stock; powers of board of directors, limitations.
17-6408 Stock certificates; uncertificated shares.
17-6409 Shares of stock deemed personal property and transferable; taxation.
17-6411 Issuance of additional stock by directors, when.
17-6412 Liability of stockholder or subscriber for stock not paid in full; limitations of time.
17-6413 Payment for stock; rights of directors concerning stock not paid in full.
17-6414 Failure to pay for stock; remedies.
17-6415 Preincorporation subscriptions; period of irrevocability.
17-6416 Formalities required of stock subscriptions.
17-6419 Situs of ownership of stock.
17-6421 Special purpose reserves.
17-6422 Reliance by director or committee member upon corporate records and information.
17-6423 Dividends; method of payment.
17-6426 Transfer or ownership of securities; restrictions.
17-6427 Business combinations with interested stockholders.
17-6428 Ratification of defective corporate acts and stock.
17-6429 Proceedings regarding validity of defective corporate acts and stock.