Marge also serves as an outside director on the board of directors of Cellular Information Systems (CIS). CIS has five members on its board and approximately 500 shareholders. During a special meeting of directors of CIS, all five directors present voted to declare a $100,000 cash dividend. However, three of the directors learned through their position as CIS officers that CIS had just lost a customer who was its chief source of revenue. This information was not disclosed at the meeting, although all the other board members asked numerous questions about the financial situation of the company.

Discuss the legal basis, if any, on whether each of the CIS directors can be held personally liable for approving the dividend.