(a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to RSA 293-A:6.40(a) or RSA 293-A:14.09(a) is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating RSA 293-A:6.40(a) or RSA 293-A:14.09(a) if the party asserting liability establishes that when taking the action the director did not comply with RSA 293-A:8.30. (b) A director held liable under subsection (a) for an unlawful distribution is entitled to: (1) contribution from every other director who could be held liable under subsection (a) for the unlawful distribution; and (2) 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 RSA 293-A:6.40(a) or RSA 293-A:14.09(a). (c) A proceeding to enforce: (1) the liability of a director under subsection (a) is barred unless it is commenced within 2 years after the date: (i) on which the effect of the distribution was measured under RSA 293-A:6.40(e) or (g); (ii) as of which the violation of RSA 293-A:6.40(a) 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 RSA 293-A:14.09(a) was made; or (2) contribution or recoupment under subsection (b) is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (a).
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