2021 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 3 - Nonprofit Corporations
Article 8 - Directors and Officers
Part 3 - Standards of Conduct
§ 14-3-831. Liability for Unlawful Distribution

1. Unless a director complies with the applicable standards of conduct described in Code Section 14-3-830, a director who votes for or assents to a distribution made in violation of this chapter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter.
2. A director held liable for an unlawful distribution under subsection (a) of this Code 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 Code Section 14-3-830; 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 chapter.

(Code 1981, §14-3-831, enacted by Ga. L. 1991, p. 465, § 1.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 6 Am. Jur. 2d, Associations and Clubs, § 60.

- 7 C.J.S., Associations, § 59.

- Right of court to interfere with amount of salaries voted to officers of private corporations by directors, 44 A.L.R. 570.

Right or duty of corporation to pay dividends; and liability for wrongful payment, 55 A.L.R. 8; 76 A.L.R. 885; 109 A.L.R. 1381.

Liability of payee who accepts checks of corporation in payment of personal debts of officer who was authorized to use corporate funds for that purpose, 100 A.L.R. 60.

Participation by corporate director in vote or meeting fixing compensation for his own services, 175 A.L.R. 577.

Distribution of funds by nonprofit corporation absent dissolution, 51 A.L.R.3d 1318.