805 ILCS 105/108.65
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 8 - Directors And Officers

 (from Ch. 32, par. 108.65)Sec. 108.65. Liability of directors in certain cases.(a)  In addition to any other liabilities imposed by law  upon directors of a corporation, they are liable as follows:(1) The directors of a corporation who vote for or     assent to any distribution not authorized by Section 109.10 or Article 12 of this Act shall be jointly and severally liable to the corporation for the amount of such distribution.(2) If a dissolved corporation shall proceed to bar     any known claims against it under Section 112.75 of this Act, the directors of such corporation who fail to take reasonable steps to cause the notice required by Section 112.75 of this Act to be given to any known creditor of such corporation shall be jointly and severally liable to such creditor for all loss and damage occasioned thereby.(3) Unless dissolution is subsequently revoked     pursuant to Section 112.25 of this Act, the directors of a corporation that conducts its affairs after the filing by the Secretary of State of articles of dissolution with respect to a voluntary dissolution authorized as provided by this Act, otherwise than as  necessary or appropriate to wind up and liquidate its affairs, shall be jointly and severally liable to the creditors of such corporation for all debts and liabilities of the corporation incurred in so conducting its affairs. Directors of a corporation that conducts its affairs during a period of administrative dissolution shall not be liable under this paragraph (a)(3) if the Secretary of State subsequently files an application for reinstatement under subsection (c) of  Section 112.45, which reinstatement shall have the effect described in subsection (d) of Section 112.45.(b) A director of a corporation who is present at a meeting  of its board of directors at which action on any corporate  matter is taken is conclusively presumed to have assented to  the action taken unless his or her dissent or abstention is  entered in the minutes of the meeting or unless he or she  files his or her written dissent or abstention to such  action with the person acting as the secretary of the  meeting before the adjournment thereof or forwards such  dissent or abstention by registered or certified mail to the  secretary of the corporation immediately after the  adjournment of the meeting.  Such right to dissent or  abstain does not apply to a director who voted in favor of  such action.(c) A director shall not be liable for a distribution of  assets to any person in excess of the amount authorized by  Section 109.10 or Article 12 of this Act if he or she relied  and acted in good faith upon a balance sheet and profit and  loss statement of the corporation represented to him or her  to be correct by the president or the officer of such  corporation having charge of its books of account, or  certified by an independent public or certified public  accountant or firm of such accountants to fairly reflect the  financial condition of such corporation, nor shall he or she  be so liable if in good faith in determining the amount  available for any such distribution he or she considered the  assets to be of their book value.(d) Any director against whom a claim is asserted under  this Section and who is held liable thereon, is entitled to  contribution from the other directors who are likewise  liable thereon.  Any director against whom a claim is  asserted for the improper distribution of assets of a  corporation, and who is held liable thereon, is entitled to  contribution from the persons who knowingly accepted or  received any such distribution in proportion to the amounts  received by them respectively.  (Source: P.A. 98-776, eff. 1-1-15.)