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



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



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



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



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



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