10-3833. Liability for unlawful
distributions
A. A director who votes for or assents to a distribution made in violation of
sections 10-11301 and 10-11302 or the articles of incorporation is personally liable to
the corporation for the amount of the distribution that exceeds what could have been
distributed without violating sections 10-11301 and 10-11302 or the articles of
incorporation if it is established that the director's duties were not performed in
compliance with section 10-3830.
B. A director of a corporation who is present at a meeting of its board of
directors at which action on any distribution in violation of section 10-11301 is taken
is presumed to have assented to the action taken unless his dissent is entered in the
minutes of the meeting or unless he files his written dissent to the action with the
secretary of the meeting before the adjournment of the meeting or forwards the dissent by
registered or certified mail to the secretary of the corporation before 5:00 p.m. of the
next business day after the adjournment of the meeting. The right to dissent does not
apply to a director who voted in favor of the action.
C. A director who is held liable under subsection A of this section for an unlawful
distribution is entitled to contribution from:
1. Every other director who could be held liable under subsection A of this section
for the unlawful distribution.
2. Each person who received an unlawful distribution for the amount of the
distribution whether or not the person receiving the distribution knew it was made in
violation of sections 10-11301 and 10-11302 or the articles of incorporation.
D. A proceeding under this section is barred unless it is commenced within two
years after the date on which the distribution is made.
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