(a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to W.S. 17-16-640 or 17-16-1409(a) is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating W.S. 17-16-640 or 17-16-1409(a) if the party asserting liability establishes that when taking the action the director did not comply with W.S. 17-16-830.
(b) A director held liable under subsection (a) of this section for an unlawful distribution is entitled to:
(i) Contribution from every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and (ii) Recoupment from each shareholder of the pro-rata portion of the amount of the unlawful distribution the shareholder accepted knowing the distribution was made in violation of W.S. 17-16-640 or 17-16-1409(a).
(c) A proceeding to enforce:
(i) The liability of a director under subsection (a) of this section is barred unless it is commenced within two (2) years after the date:
(A) On which the effect of the distribution was measured under W.S. 17-16-640(e) or (g);
(B) As of which the violation of W.S. 17-16-640(a) occurred as the consequence of disregard of a restriction in the articles of incorporation; or (C) On which the distribution of assets to shareholders under W.S. 17-16-1409(a) was made.
(ii) Contribution or recoupment under subsection (b) of this section is barred unless it is commenced within one (1) year after the liability of the claimant has been finally adjudicated under subsection (a) of this section. D. Officers 17-16-840. Required officers.
(a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.
(b) The board of directors may elect individuals to fill one (1) or more offices of the corporation. An officer may appoint one (1) or more officers if authorized by the bylaws or the board of directors.
(c) The bylaws or the board of directors shall assign to one (1) of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for maintaining and authenticating records of the corporation required to be kept under W.S. 17-16-1601(a) and (e).
(d) The same individual may simultaneously hold more than one (1) office in a corporation.