Under the Revised Act, Brafford, 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.

Question

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Under the Revised Act, directors may be held personally liable for illegal dividends if they vote for or assent to the distribution, but there may be defenses or circumstances that limit or negate liability.

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