Section 10.06.480. Liability of directors and contributions from shareholders and other directors.

   (a) In addition to other liabilities, a director is liable in the following circumstances unless the director complies with the standard provided in AS 10.06.450(b) for the performance of the duties of directors:
        (1) a director who votes for or assents to a distribution to the corporation's shareholders contrary to the provisions of AS 10.06.358, 10.06.360, 10.06.363, or 10.06.365 or contrary to a restriction in the articles of incorporation is liable to the corporation, jointly and severally with all other directors voting for or assenting to the distribution, for the amount of the distribution that is paid or the value of the assets that are distributed in excess of the amount of the distribution that could have been paid or distributed without violation of AS 10.06.305 - 10.06.390 or the restrictions of the articles of incorporation;
        (2) a director who votes for or assents to a distribution to the corporation's shareholders during the liquidation of the corporation without the payment and discharge of, or making adequate provision for, all known debts, obligations, and liabilities of the corporation is liable to the corporation, jointly and severally with all other directors voting for or assenting to distribution, for the value of the assets that are distributed, to the extent that the debts, obligations, and liabilities of the corporation are not thereafter paid and discharged;
        (3) a director who votes for or assents to a loan of assets of the corporation to an officer or employee or a loan secured by the corporation's shares contrary to the provisions of AS 10.06.485 or contrary to a restriction in the articles of incorporation is liable to the corporation, jointly and severally with all other directors voting for or assenting to the loan, for the amount of the loan that is in excess of a loan that could have been extended without a violation of AS 10.06.485 or the restriction in the articles of incorporation.
   (b) A director against whom a claim is asserted under this section for the distribution of assets of the corporation is entitled to contribution from shareholders who accepted or received the assets, knowing the distribution to have been made in violation of this chapter, in proportion to the amounts received by them. A director against whom a claim is asserted under this section for the extension of a loan is entitled to contribution from the person receiving the loan.
   (c) A director against whom a claim is asserted under this section is entitled to contribution from other directors who voted for or assented to the action upon which the claim is asserted.

Notes

History

(Sec. 1 ch 166 SLA 1988; am Sec. 20 ch 21 SLA 2000)