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<section article="gca" article_name="Corporations and Associations" number="2-312" title_number="2" title_name="Corporations in General -- Formation, Organization, and Operation" subtitle_number="3" subtitle_name="Capital Accounts, Dividends, and Retirement of Shares">
  <level label="a">
    <text>If it is established that the director’s duties were not performed in compliance with § 2-405.1 of this title, a director who votes for or assents to a distribution made in violation of the charter or § 2-311 of this subtitle is personally liable to the corporation for the amount of the distribution that exceeds what could have been made without violating the charter or § 2-311 of this subtitle.</text>
  </level>
  <level label="b">
    <text>A director held liable under subsection (a) of this section for an unlawful distribution is entitled to contribution:</text>
    <level label="1">
      <text>From every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and</text>
    </level>
    <level label="2">
      <text>From each stockholder for the amount the stockholder accepted knowing the distribution was made in violation of the charter or § 2-311 of this subtitle.</text>
    </level>
  </level>
  <level label="c">
    <level label="1">
      <text>A proceeding to enforce the liability of a director under subsection (a) of this section may not begin more than 3 years after the date on which the effect of the distribution was measured under § 2-311(c) or (e) of this subtitle.</text>
    </level>
    <level label="2">
      <text>A proceeding to enforce contribution under subsection (b) of this section may not begin more than 1 year after the liability of the director claiming contribution has been finally adjudicated under subsection (a) of this section.</text>
    </level>
  </level>
  <level label="d">
    <text>The liabilities imposed by this section are in addition to any other liability imposed by law on the directors of a corporation.</text>
  </level>
</section>
