KRS 271B.8-330: Liability for unlawful distributions.

(1) A director who votes for or who assents to a distribution made in violation of KRS

271B.6-400 or the articles of incorporation shall be personally liable to the

corporation for the amount of the distribution that exceeds what could have been

distributed without violating KRS 271B.6-400 or the articles of incorporation if it is

established that he did not perform his duties in compliance with KRS 271B.8 -300.

In any proceeding commenced under this section, a director shall have all of the

defenses ordinarily available to a director.

(2) A director held liable under subsection (1) of this section for an unlawful

distribution shall be entitled to contribution:

(a) From every other director who could be held liable under subsection (1) of

this section for the unlawful distribution; and

(b) From each shareholder for the amount the shareholder accepted knowing the

distribution was made in violation of KRS 271B.6 -400 or the articles of

incorporation.

(3) A proceeding under this section shall be barred unless it is co mmenced within two

(2) years after the date on which the effect of the distribution was measured under

subsection (5) or (7) of KRS 271B.6-400.