New Jersey § 15a:6-12

§ 15a:6-12.

a. In addition to any other liabilities imposed by law upon trustees of a corporation,

trustees who vote for, or concur in, any of the following corporate actions: (1) The distribution or disposition of any asset in violation of this act, the certificate

of incorporation, the bylaws, or the terms, conditions, or restrictions, express or

implied, imposed upon the corporation upon acceptance of the asset by the corporation; (2) The distribution of assets to members during or after dissolution of the corporation

without paying, or adequately providing for, all known debts, obligations, and liabilities

of the corporation, except that the trustees shall be liable only to the extent of

the value of assets so distributed and to the extent that the debts, obligations and

liabilities of the corporation are not thereafter paid, discharged, or barred by statute

or otherwise; (3) The complete liquidation of the corporation and distribution of all of its assets

and cessation of the activities for which it was formed without dissolving or providing

for the dissolution of the corporation and the payment of all fees, taxes and other

expenses incidental thereto, except that the trustees shall be liable only to the

extent of the value of assets so distributed and to the extent that the fees, taxes,

and other expenses incidental thereto are not thereafter paid, discharged, or barred

by statute or otherwise; (4) The making of any loan to an officer, trustee or employee of the corporation contrary

to the provisions of this act; shall be jointly and severally liable to the corporation for the benefit of the corporation

and its creditors, members or other interested persons to the extent of any injury

suffered by those persons, respectively, as a result of the action. b. Any trustee against whom a claim is successfully asserted under this section shall

be entitled to contribution from the other trustees who voted for or concurred in,

the action upon which the claim is asserted. c. Trustees 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 the claim upon payment to the corporation of the value of any assets wrongfully

distributed or disposed of, or upon payment to the corporation of the amount of any

loan made improperly, to be subrogated to the rights of the corporation against the

person who received the asset or the improper loan. d. A trustee shall not be liable under this section if, in the circumstances the trustee

discharged the duty owned by the trustee to the corporation under section 15A:6-14 . e. Every action against a trustee for recovery upon a liability imposed by subsection

a. of this section shall be commenced within 6 years next after the cause of action

shall have accrued.