[§414-223]  Liability for unlawful
distributions.  (a)  A director who votes for or assents to a distribution
made in violation of section 414-111 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 section 414-111 or
the articles of incorporation, if it is established that the director did not
perform the director's duties in compliance with section 414-221.  In any
proceeding commenced under this section, a director has all of the defenses
ordinarily available to a director.



(b)  A director held liable under subsection
(a) for an unlawful distribution is entitled to contribution:



(1)  From every other director who could be held
liable under subsection (a) for the unlawful distribution; and



(2)  From each shareholder for the amount the
shareholder accepted knowing the distribution was made in violation of section
414-111 or the articles of incorporation.



(c)  A proceeding under this section is barred
unless it is commenced within two years after the date on which the effect of
the distribution was measured under section 414-111(e) or (g).



(d)  Nothing in this chapter shall prohibit the
distribution of assets to shareholders permitted or authorized by the Federal
Housing Commissioner by any corporation organized for the purpose of providing
housing for rent pursuant to regulations of the Federal Housing Commissioner
under the provisions of Title VIII of the National Housing Act, as amended,
where the principal assets of the corporation consist of real property
belonging to the United States and leased to the corporation pursuant to Title
VIII of the National Housing Act as amended or supplemented from time to time.
[L 2000, c 244, pt of §1]