Section 35-14-832 - Director's liability for unlawful distributions(1) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to 35-14-640(1) or 35-14-1409(1) is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating 35-14-640(1) or 35-14-1409(1) if the party asserting liability establishes that when taking the action the director did not comply with 35-14-830.(2) A director held liable under subsection (1) for an unlawful distribution is entitled to: (a) contribution from every other director who could be held liable under subsection (1) for the unlawful distribution; and(b) recoupment from each shareholder of the pro rata portion of the amount of the unlawful distribution the shareholder accepted knowing the distribution was made in violation of 35-14-640(1) or 35-14-1409(1).(3) A proceeding to enforce: (a) the liability of a director under subsection (1) is barred unless it is commenced within 2 years after the date: (i) on which the effect of the distribution was measured under 35-14-640(5) or (7);(ii) as of which the violation of 35-14-640(1) occurred as the consequence of disregard of a restriction in the articles of incorporation; or(iii) on which the distribution of assets to shareholders under 35-14-1409(1) was made; or(b) contribution or recoupment under subsection (2) is barred unless it is commenced within 1 year after the liability of the claimant has been finally adjudicated under subsection (1).Added by Laws 2019, Ch. 271,Sec. 113, eff. 6/1/2020.