[§ 1, chap. 489, Laws of 1885.]

§ 23. Liability of directors for dividends not made
from surplus profits — The capital stock of a stock
corporation shall be deemed impaired when the value
of its property and assets after deducting the amount
of its debts and liabilities, shall be less than the
amount of its paid up capital stock. No dividends
shall be declared or paid by any stock corporation,
except from the surplus profits of its business, nor
when its capital stock is or will be impaired thereby,
and no such corporation shall divide or withdrav^r or
in any way pay to its stockholders, or any of them,
any part of its property and assets, so as to reduce
the value thereof after deducting the amount of its
debts below the amount of its capital stock or reduce
its capital stock except in the manner prescribed by
law. Every vote of the board of directors of any
such corporation declaring a dividend shall be taken
by ayes and noes, to be entered and recorded in the
minutes of the proceedings of the board, which shall
be open to the inspection of every stockholder and
creditor of the corporation daily durmg the usual
hours of business. If the directors of any such cor-
poration shall declare or pay any dividend, or permit
the capital stock to be impaired, in violation of the pro-
visions of this section, the directors voting in favor of
declaring such dividend, or making any such payment
which would impair its capital stock, shall jointly and
severally be personally liable for all the debts of the
corporation then existing, and thereafter contracted,
while they shall respectively continue in office.
