N.D. Cent. Code § 10-19.1-95
This is the official text of N.D. Cent. Code § 10-19.1-95, part of North Dakota’s Cent. Code — part of the compiled statutory law of North Dakota, published by the state as "Cent. Code." Browse the sections below, each linked to its official government source.
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10-19.1-95. Liability of directors for illegal distributions
Official statutory text
10-19.1-95. Liability of directors for illegal distributions
1. In addition to any other liabilities, a director who is present and votes for or fails to vote
against, except a director who is prohibited by section 10-19.1-51 from voting on the
distribution, or consents in writing to, a distribution made in violation of subsection 1 or
5 of section 10-19.1-92 or a restriction contained in the articles or bylaws or an
agreement, and who fails to comply with the standard of conduct provided in section
10-19.1-50, is liable to the corporation, its receiver or any other person winding up its
affairs, jointly and severally with all other directors so liable and to other directors
under subsection 3, but only to the extent that the distribution exceeded the amount
that properly could have been paid under section 10-19.1-92.
2. A director against whom an action is brought under this section with respect to a
distribution may implead in that action all shareholders who received the distribution
and may compel pro rata contribution from them in that action to the extent provided in
subsection 1 of section 10-19.1-94.
3. A director against whom an action is brought under this section with respect to a
distribution may implead in that action all other directors who voted for or consented in
writing to the distribution and who failed to comply with the standard of conduct
provided in section 10-19.1-50, and may compel pro rata contribution from them in that
action.
4. An action may not be commenced under this section more than two years from the
date of the distribution.
1. In addition to any other liabilities, a director who is present and votes for or fails to vote
against, except a director who is prohibited by section 10-19.1-51 from voting on the
distribution, or consents in writing to, a distribution made in violation of subsection 1 or
5 of section 10-19.1-92 or a restriction contained in the articles or bylaws or an
agreement, and who fails to comply with the standard of conduct provided in section
10-19.1-50, is liable to the corporation, its receiver or any other person winding up its
affairs, jointly and severally with all other directors so liable and to other directors
under subsection 3, but only to the extent that the distribution exceeded the amount
that properly could have been paid under section 10-19.1-92.
2. A director against whom an action is brought under this section with respect to a
distribution may implead in that action all shareholders who received the distribution
and may compel pro rata contribution from them in that action to the extent provided in
subsection 1 of section 10-19.1-94.
3. A director against whom an action is brought under this section with respect to a
distribution may implead in that action all other directors who voted for or consented in
writing to the distribution and who failed to comply with the standard of conduct
provided in section 10-19.1-50, and may compel pro rata contribution from them in that
action.
4. An action may not be commenced under this section more than two years from the
date of the distribution.
Status: in_force · Read it on the official government site
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