(1) Unless a director complies with the applicable standards of conduct described in ORS § 65.357, 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.

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Terms Used In Oregon Statutes 65.367

  • Articles of incorporation: means the articles of incorporation described in ORS § 65. See Oregon Statutes 65.001
  • Director: means an individual who acts as a member of the board of directors, who has a right to vote on questions concerning the management and regulation of a corporation's affairs and who is:

    (a) An appointed director;

    (b) A designated director; or

    (c) A director elected by the incorporators, directors or members. See Oregon Statutes 65.001

  • Distribution: means a payment to a person from the income or assets of a corporation, other than a payment of reasonable value to a person for property received or services performed or a payment that furthers the corporation's purposes. See Oregon Statutes 65.001
  • Person: means an individual or an entity. See Oregon Statutes 65.001

(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 § 65.357; and

(b) From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter or the articles of incorporation. [1989 c.1010 § 91]

 

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