1998 Minnesota Statutes

     322B.56 Liability of governors for illegal distributions.

    Subdivision 1.    Liability.  In addition to any other 
 liabilities, a governor who is present at a meeting and fails to 
 vote against, or who consents in writing to, a distribution made 
 in violation of section 322B.54, subdivision 1 or 4, or a 
 restriction contained in the articles of organization or 
 operating agreement or an agreement, and who fails to comply 
 with the standard of conduct provided in section 322B.663, is 
 liable to the limited liability company, its receiver or any 
 other person winding up its affairs jointly and severally with 
 all other governors so liable and to other governors under 
 subdivision 3, but only to the extent that the distribution 
 exceeded the amount that properly could have been paid under 
 section 322B.54.  

    Subd. 2.    Contribution from members.  A governor 
 against whom an action is brought under this section with 
 respect to a distribution may implead in that action all members 
 who received the distribution and may compel pro rata 
 contribution from them in that action to the extent provided in 
 section 322B.55, subdivision 1. 

    Subd. 3.    Impleader and contribution from governors.  
 A governor against whom an action is brought under this section 
 with respect to a distribution may implead in that action all 
 other governors who voted for or consented in writing to the 
 distribution and may compel pro rata contribution from them in 
 that action. 

    Subd. 4.    Statute of limitations.  An action must not 
 be commenced under this section more than two years from the 
 date of the distribution.  

    HIST: 1992 c 517 art 2 s 62; 1996 c 361 s 34