2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 7 - Directors and Officers › 7016 - Liability of Directors in Certain Cases.

§ 7016.  Liability  of  directors  in certain cases. 1. Directors of a
  corporation, who vote for or concur in the declaration of  any  dividend
  or other distribution to stockholders which impairs its capital stock or
  while its capital stock is impaired, impairs any surplus fund or reserve
  which  is  not  available  for  dividends under section one hundred ten,
  section three hundred nine-a or section five hundred seventeen  of  this
  chapter,   or   is   contrary  to  any  restrictions  contained  in  its
  organization certificate, shall be jointly and severally liable  to  the
  corporation  for  the  benefit of its creditors and stockholders, to the
  extent of any injury suffered by such persons, respectively, as a result
  of such action.
2. A director who is present  at  a  meeting  of  the  board,  or  any
  committee  thereof, at which action specified in subdivision one of this
  section is taken shall be presumed  to  have  concurred  in  the  action
  unless  his  dissent  thereto  shall  be  entered  in the minutes of the
  meeting, or unless he shall submit his written  dissent  to  the  person
  acting  as  the secretary of the meeting before the adjournment thereof,
  or shall deliver  or  send  by  registered  mail  such  dissent  to  the
  secretary  of  the  corporation  promptly  after  the adjournment of the
  meeting. Such right to dissent shall not apply to a director  who  voted
  in  favor of such action. A director who is absent from a meeting of the
  board, or any committee thereof, at which such action is taken shall  be
  presumed to have concurred in the action unless he shall deliver or send
  by  registered  mail  his  dissent  thereto  to  the  secretary  of  the
  corporation or shall cause such dissent to be filed with the minutes  of
  the proceedings of the board or committee within a reasonable time after
  learning of such action.
3.  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  action  upon which the claim is
  asserted.
4. Directors against whom a claim is successfully asserted under  this
  section  shall be entitled, to the extent of the amounts paid by them to
  the corporation as  a  result  of  such  claims,  upon  payment  to  the
  corporation of any amount of an improper dividend or distribution, to be
  subrogated  to  the  rights  of the corporation against stockholders who
  received  such  dividend  or  distribution  with  knowledge   of   facts
  indicating  that  it  was  within  the  scope of subdivision one of this
  section, in proportion to the amounts  received  by  them  respectively,
  unless  such  amount  has  been  returned  by  the  stockholder  to  the
  corporation.
5. A director shall not be  liable  under  this  section  if,  in  the
  circumstances,  he  discharged his duty to the corporation under section
  seven thousand fifteen.
6. This section shall not affect any liability  otherwise  imposed  by
  law upon any director.