15-3-139. LIABILITY FOR UNLAWFUL PAYMENTS.

1. Unless he or she complies with the applicable standards of conduct described in section 137, a director who votes for or assents any payment of money by the corporation to a member, officer or director made in violation of Section 104 of this Chapter or the articles of incorporation is personally liable to the corporation for the amount of the payment that exceeds what could have been distributed without violating this Chapter or the articles of incorporation.
2. A director held liable for an unlawful payment under subsection (a) is entitled to contribution:
   1. From every other director who voted for or assented to the payment without complying with the applicable standards for conduct described in section 137; and
   2. From each member, officer, or director who received an unlawful payment, for the amount of the unlawful payment, whether or not he or she accepted the payment knowing it was made in violation of this Chapter or the articles of incorporation.