§ 674 — Presumption of knowledge of corporate condition and business and of assent thereto by directors; definitions

§ 674. Presumption of knowledge of corporate condition and business\nand of assent thereto by directors; definitions. It is no defense to a\nprosecution for a violation of the provisions of this article, that the\ncorporation is a foreign corporation, if it carries on business or keeps\nan office therefor in this state.\n The term "director" as used in this article includes any of the\npersons having, by law, the direction or management of the affairs of a\ncorporation, by whatever name described.\n A director of a corporation or joint-stock association is deemed to\nhave such a knowledge of the affairs of the corporation or association\nas to enable him to determine whether any act, proceeding or omission of\nits directors is a violation of this article. If present at a meeting of\nthe directors at which any act, proceeding or omission of such directors\nin violation of this article occurs, he must be deemed to have concurred\ntherein, unless he at the time causes or in writing requires his dissent\ntherefrom to be entered on the minutes of the directors. If absent from\nsuch meeting, he must be deemed to have concurred in any such violation,\nif the facts constituting such violation appear on the record or minutes\nof the proceedings of the board of directors, and he remains a director\nof the corporation for six months thereafter without causing or in\nwriting requiring his dissent from such violation to be entered on such\nrecord or minutes.\n