Enzyte, Inc. has five hundred shareholders. Its board of directors consists of three members (Levitra, Cialis and Viera). At a regular board meeting, the board selected Steve Horshak as president of the corporation by a two-to- one vote with Viera dissenting. The minutes of the meeting did not register the dissenting vote of Viera. Later, an audit reveals that Horshak had fabricated his resume (he had not graduated from BSU) and he embezzled $500,000 from the corporation and is not covered by insurance. Can the corporation hold the directors, Levitra, Cialis and Viera personally liable? If so, on what basis