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Searching 2023-2024 Session

The Vermont Statutes Online

The Vermont Statutes Online does not include the actions of the 2024 session of the General Assembly. We expect them to be updated by November 1st.

NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.

Title 11B : Nonprofit Corporations

Chapter 008 : Directors and Officers

Subchapter 003 : Standard of Conduct

(Cite as: 11B V.S.A. § 8.33)
  • § 8.33. Liability for unlawful distributions; statute of limitations

    (a) A director who votes for or assents to a distribution made in violation of this title is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this title if it is established that the director did not perform his or her duties in compliance with section 8.30 of this title.

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

    (1) from every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in section 8.30 of this title; and

    (2) 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 title.

    (c) A proceeding under this section is barred unless it is commenced within six years after the date on which the effect of the distribution was measured under this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)