law: Co-Operative Societies Act 2008 
  76.
  
  Liability of directors
  1.      Where directors vote
  
  for, approve by resolution or by any other means-
  a.     
  
    the
  
  purchase of shares contrary to section 94;
  b.    
  
    the
  
  payment of a dividend on shares contrary to section 123;
  c.     
  
    the
  
  payment of a bonus contrary to section 123;
  d.    
  
    a
  
  loan or guarantee or the giving of financial assistance contrary to section
  
  115;
  e.     
  
    a
  
  payment of an indemnity described in section 73 to a director or a former
  
  director, without the approval of the court required by subsection (3) of that
  
  section; or
  f.     
  
    an
  
  act not consistent with the purpose of the society as set out in its by-laws
  
  and with respect to which the society has paid compensation to a person, they
  
  are jointly and severally liable to make good any loss or damage suffered by
  
  the society.
  2.      On the application of
  
  a director, the court may declare whether or not, having regard to any of the
  
  circumstances the court considers appropriate-
  a.     
  
    the
  
  society is insolvent; or
  b.    
  
    the
  
  payment of a bonus or dividend or the lending of money would make the society
  
  insolvent.
  1.      
  2.      
  3.      The liability imposed
  
  by subsection (1) is in addition to and not in derogation from a liability
  
  imposed on a director by any other enactment or rule of law.
  4.      For the purpose of
  
  this section, a director who is present at a meeting of directors or of a committee
  
  is deemed to have cast an affirmative vote, giving consent to a resolution or
  
  giving the approval mentioned in subsection (1), unless-
  a.     
  
    the
  
  director’s dissent is entered in the minutes of the meeting; or
  b.    
  
    the
  
  director’s written dissent is-
                       
  
   i.        
  
    delivered
  
  to the secretary of the meeting before its adjournment; or
                      
  
   ii.        
  
    delivered
  
  or sent by registered mail to the registered office of the society immediately
  
  after the adjournment of the meeting.
  1.      
  2.      
  3.      
  4.      
  5.      A director who votes
  
  for a resolution mentioned in subsection (1) is not entitled to dissent under
  
  subsection (4).
  6.      Where a director is
  
  not present at a meeting of directors or of a committee at which a vote,
  
  resolution or approval mentioned in subsection (1) is cast or given, he is
  
  deemed to have cast an affirmative vote, consented to the resolution or given
  
  approval, unless, within 14 days after becoming aware of the proceedings, the
  
  director delivers or sends by registered mail his written dissent to the
  
  registered office of the society.
  7.      On receipt of a
  
  written dissent, the secretary of the society shall-
  a.     
  
    certify
  
  on the written dissent the date, time and place it is received, and
  b.    
  
    keep
  
  the written dissent in the minutes of the meeting at which the resolution was
  
  passed.
  1.      
  2.      
  3.      
  4.      
  5.      
  6.      
  7.      
  8.      No action to enforce
  
  a liability imposed in subsection (1) is to be commenced after 2 years from the
  
  date of the meeting at which the vote resolution or approval was taken or
  
  given.
  9.      In an action to
  
  enforce a liability imposed in subsection (1), the Court may, on the
  
  application of the society of a defendant-
  a.     
  
    join
  
  as a defendant a person who received a benefit as a result of the resolution
  
  complained of; and
  b.    
  
    make
  
  the person mentioned in paragraph (a) liable to the society jointly and
  
  severally with the directors to the extent of the amount paid to him.
  1.   
  2.   
  3.   
  4.   
  5.   
  6.   
  7.   
  8.   
  9.   
  10.   A director is not
  
  liable under subsection (1) where he-
  a.     
  
    proves
  
  that he did not know or could not reasonably have known that the act authorised
  
  by the resolution was contrary to this Act;
  b.    
  
    relies
  
  and acts in good faith-
                       
  
   i.        
  
    on
  
  statements of facts represented to him by an officer of the society to be
  
  correct, or
                      
  
   ii.        
  
    on
  
  statements contained in a written report or opinion of the auditor of the
  
  society or a professional person engaged by the society who is competent to
  
  give advice in respect of the matter.
  1.   
  2.   
  3.   
  4.   
  5.   
  6.   
  7.   
  8.   
  9.   
  10.   
  11.   A director who is
  
  found liable pursuant to subsection (1) is entitled to apply to a Court for an
  
  order compelling a member or other recipient to pay or deliver to the director
  
  any money or property that was paid or distributed to the member, or other
  
  recipient contrary to section 94,115 or 123.
  12.   In connection with an
  
  application pursuant to subsection (11) and where the Court is satisfied that
  
  it is equitable to do so, it may-
  a.     
  
    order
  
  a member or other recipient to pay or deliver to a director any money or
  
  property that was paid or distributed to the member or other recipient contrary
  
  to section 94, 115 or 123; or
  b.    
  
    make
  
  an order, other than that described in paragraph (a) , that it consider
  
  just.