| | | 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. |
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| | | 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. |
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| | | 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: |
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| | | §833. Director's liability for unlawful distributions |
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| | | 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. |
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| | | 2. Contribution; recoupment. A director held liable under | | subsection 1 for an unlawful distribution is entitled to: |
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| | | A. A contribution from every other director who could be | | held liable under subsection 1 for the unlawful | | distribution; and |
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| | | 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. |
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| | | 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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