[§428-407]  Liability for unlawfuldistributions.  (a)  A member of a member-managed limited liability companyor a member or manager of a manager-managed company who votes for or assents toa distribution made in violation of section 428-406, the articles oforganization, a written operating agreement, or a signed record is personallyliable to the company for the amount of the distribution which exceeds theamount that could have been distributed without violating section 428-406, thearticles of organization, a written operating agreement, or a signed record ifit is established that the member or manager did not perform the member's ormanager's duties in compliance with section 428-409.

(b)  A member of a manager-managed limitedliability company who knew a distribution was made in violation of section428-406 is personally liable to the limited liability company, but only to theextent that the distribution received by the member exceeded the amount thatcould properly have been paid under section 428-406.

(c)  A member or manager against whom an actionis brought under this section may implead in the action all:

(1)  Other members or managers who voted for orassented to the distribution in violation of subsection (a) and may compelcontribution from them; and

(2)  Members who received a distribution in violationof subsection (b) and may compel contribution from the member in the amountreceived in violation of subsection (b).

(d)  A proceeding under this section is barredunless it is commenced within two years after the distribution. [L 1996, c 92,pt of §1]