674 – Presumption of Knowledge of Corporate Condition and Business and of Assent Thereto by Directors; Definitions.

§ 674.  Presumption  of  knowledge of corporate condition and business
  and of assent thereto by directors; definitions. It is no defense  to  a
  prosecution  for a violation of the provisions of this article, that the
  corporation is a foreign corporation, if it carries on business or keeps
  an office therefor in this state.
The term "director" as used  in  this  article  includes  any  of  the
  persons  having, by law, the direction or management of the affairs of a
  corporation, by whatever name described.
A director of a corporation or joint-stock association  is  deemed  to
  have  such  a knowledge of the affairs of the corporation or association
  as to enable him to determine whether any act, proceeding or omission of
  its directors is a violation of this article. If present at a meeting of
  the directors at which any act, proceeding or omission of such directors
  in violation of this article occurs, he must be deemed to have concurred
  therein, unless he at the time causes or in writing requires his dissent
  therefrom to be entered on the minutes of the directors. If absent  from
  such meeting, he must be deemed to have concurred in any such violation,
  if the facts constituting such violation appear on the record or minutes
  of  the proceedings of the board of directors, and he remains a director
  of the corporation for six  months  thereafter  without  causing  or  in
  writing  requiring his dissent from such violation to be entered on such
  record or minutes.