Under the Revised Act, Hartzell, a director who is a member of the board that declares an illegal dividend, may be but is not under all circumstances personally liable to the company for the amount that is illegal even if she personally voted for the distribution contrary to the company's charter.

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Under the Revised Model Business Corporation Act, a director may be held personally liable for the amount of an illegal dividend if they voted for it knowing it was contrary to the company's charter, but liability is not automatic and depends on specific circumstances, such as whether the director acted with due diligence and in good faith.

Under the Revised Act, Hartzell, a Director Who Is a Member