1.In addition to any other liabilities imposed by law upon directors of a state bank:
a.Directors of a state bank who vote for or assent to the declaration of any dividend
or other distribution of the assets of a state bank to its shareholders in willful or negligent
violation of the provisions of this chapter, of any restrictions contained in the articles of
incorporation, or of any order by the superintendent restricting the payment of dividends
or other distribution of assets, shall be jointly and severally liable to the state bank 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, of the
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1. In addition to any other liabilities imposed by law upon directors of a state bank:
a. Directors of a state bank who vote for or assent to the declaration of any dividend
or other distribution of the assets of a state bank to its shareholders in willful or negligent
violation of the provisions of this chapter, of any restrictions contained in the articles of
incorporation, or of any order by the superintendent restricting the payment of dividends
or other distribution of assets, shall be jointly and severally liable to the state bank 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, of the restrictions in the
articles of incorporation, or of any order by the superintendent restricting the payment of
dividends or other distribution of assets.
b. Thedirectorsofastatebankwhovotefororassenttoanydistributionofassetsofastate
bank to its shareholders during the dissolution of the state bank without the payment and
discharge of, or making adequate provision for, all known debts, obligations, and liabilities
of the state bank shall be jointly and severally liable to the state bank for the value of such
assets which are distributed, to the extent that such debts, obligations, and liabilities of the
state bank are not thereafter paid and discharged.
c. The directors of a state bank who, willfully or negligently, vote for or assent to loans or
extensions of credit in violation of the provisions of this chapter, shall be jointly and severally
liable to the state bank for the total amount of any loss sustained.
d. The directors of a state bank who, willfully or negligently, vote for or assent to any
investment of funds of the state bank in violation of the provisions of this chapter shall be
jointly and severally liable to the state bank for the amount of any loss sustained on such
investment.
2. A director of a state bank who is present at a meeting of its board of directors at which
action on any matter is taken shall be presumed to have assented to the action taken unless
thedirector’sdissentshallbeenteredintheminutesofthemeetingorunlessthedirectorshall
file the director’s written dissent to such action with the individual acting as the secretary of
the meeting before the adjournment thereof or shall forward such dissent by registered or
certified mail to the cashier of the state bank promptly after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such action.
3. A director shall not be liable under subsection 1, paragraph “a”, “b”, “c”, or “d” if the
director relied and acted in good faith upon information represented to the director to be
correct by an officer or officers of such state bank or stated in a written report by a certified
public accountant or firm of such accountants. No director shall be deemed to be negligent
within the meaning of this section if the director in good faith exercised that diligence, care,
and skill which an ordinarily prudent person would exercise as a director under similar
circumstances.
4. Any director against whom a claim shall be asserted under or pursuant to this section
for the payment of a dividend or other distribution of assets of a state bank and who shall
be held liable thereon, shall be entitled to contribution from the shareholders who accepted
or received any such dividend or assets, knowing such dividend or distribution to have been
made in violation of the provisions of this chapter, in proportion to the amounts received
by them respectively. Further, any director against whom a claim shall be asserted pursuant
to this section for the payment of any liability imposed by this section shall be entitled to
contribution from any director found to be similarly liable.
5. Whenever the superintendent deems it necessary the superintendent may require,
after affording an opportunity for a hearing upon adequate notice, that a director or directors
whom the superintendent reasonably believes to be liable to a state bank pursuant to
subsection 1, paragraph “a”, “b”, “c”, or “d”, to place in an escrow account in an insured bank
located in this state, as directed by the superintendent, an amount sufficient to discharge
any liability which may accrue pursuant to subsection 1, paragraph “a”, “b”, “c”, or “d”. The
amount so deposited shall be paid over to the state bank by the superintendent upon final
determination of the amount of such liability. Any portion of the escrow account which is
not necessary to meet such liability shall be repaid on a pro rata basis to the directors who
contributed to the fund.
6. Any action seeking to impose liability under this section, other than liability for
contribution, shall be commenced only within five years of the action complained of and not
thereafter.