ORS 60.367: Liability for unlawful distributions.

(1) Unless the director complies with the applicable standards of conduct described in ORS 60.357, a director who votes for or assents to a distribution made in violation of this chapter or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter or the articles of incorporation.

      (2) A director held liable for an unlawful distribution under subsection (1) of this section is entitled to contribution:

      (a) From every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in ORS 60.357; and

      (b) From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of this chapter or the articles of incorporation. [1987 c.52 §88]

(Officers)