LD 1810
pg. 13
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LR 2559
Item 1

 
6. Standards of conduct. The creation of, delegation of
authority to or action by a committee does not alone constitute
compliance by a director with the standards of conduct described
in section 831.

 
7.__Committee member alternates.__A corporation's board of
directors may appoint one or more directors as alternate members
of any committee to replace any absent or disqualified members
during the absence or disqualification.__Unless the corporation's
articles of incorporation or the bylaws or the resolution
creating the committee provides otherwise, in the event of the
absence or disqualification of a member of a committee, the
member or members present at any meeting and not disqualified
from voting may appoint by unanimous vote another director to act
in place of the absent or disqualified member.

 
Sec. 18. 13-C MRSA §833, as enacted by PL 2001, c. 640, Pt. A, §2
and affected by Pt. B, §7, is amended to read:

 
§833. Director's liability for unlawful distributions

 
1. Personal liability. A director who votes for or assents
to a distribution in excess of what may be authorized and made
pursuant to section 651, subsection 1 or section 1410, subsection
1 is personally liable to the corporation for the amount of the
distribution that exceeds what could have been distributed
without violating section 651, subsection 1 or section 1410,
subsection 1 if the party asserting liability establishes that
when taking the action the director did not comply with section
831.

 
2. Contribution; recoupment. A director held liable under
subsection 1 for an unlawful distribution is entitled to:

 
A. 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
section 651, subsection 1 or section 1410, subsection 1.

 
3. Proceeding to enforce liability; 2-year period. A
proceeding to enforce the liability of a director under
subsection 1 is barred unless it is commenced within 2 years
after the date on which the effect of the distribution was
measured under section 651, subsection 5 or 7 or as of which the
violation of section 651, subsection 1 occurred as the
consequence of disregard of a restriction in the corporation's
articles of incorporation.:


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