THEODORE R. MCKELDIN, GOVERNOR 309

(2) Directors of a corporation who vote for or assent to
any purchase by the corporation of its own shares contrary

(2) DIRECTORS OF A CORPORATION WHO, KNOW-
INGLY OR WITHOUT MAKING REASONABLE INQUIRY,
VOTE FOR OR ASSENT TO ANY PURCHASE OR RE-
DEMPTION BY THE CORPORATION OF ITS OWN
SHARES CONTRARY to the provisions of this Article shall
be jointly and severally liable to the corporation to the extent
that the consideration paid for such shares was in violation
of the provisions of this Article.

(3) Directors of a corporation who, KNOWINGLY OR
WITHOUT MAKING REASONABLE INQUIRY, vote for or
assent to any distribution of assets of a corporation to its
stockholders upon the liquidation of the corporation without
an adequate provision for, or the payment and discharge of,
all debts, obligations, and liabilities of the corporation shall
be jointly and severally liable to the corporation for the amount
of such distribution, to the extent that such debts, obligations
and liabilities of the corporation are not thereafter otherwise
paid or discharged.

(4) Directors and officers of a corporation who make, vote
for or assent to the making of any loan to an officer, director
or stockholder thereof, shall be jointly and severally liable to
the corporation for the amount of such loan until the repay-
ment thereof; but this paragraph shall not apply to any
building or homestead association, or to any corporation
whose principal business is to loan money on real or personal
property, or to any corporation receiving and authorized to
receive money on deposit or to any life insurance company
with respect to loans upon its policies.

(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 shall be presumed to have assented to the
action taken, unless he announced his dissent at the meeting
and either such dissent is entered in the minutes of the meet-
ing or he files his written dissent to such action with the
secretary of the meeting before the adjournment thereof, or
he forwards such dissent within twenty-four hours after the
adjournment of the meeting, by registered mail, to the secre-
tary of the meeting or of the corporation. Such right to dis-
sent shall not apply to a director who voted in favor of such
action or who failed to make his dissent known at such meet-
ing.

(c) A director shall not be liable under paragraph (1), (2)
or (3) of Sub-section (a) of this section if he relied and acted in
good faith upon a balance sheet and profit and loss statement