Ch. 281                                          LAWS OF MARYLAND

(2) IN ANY ACTION BROUGHT UNDER THIS SECTION, A
DIRECTOR SHALL HAVE AVAILABLE ALL OF THE DEFENSES ORDINARILY
AVAILABLE TO A DIRECTOR.

(B)  A DIRECTOR HELD LIABLE UNDER SUBSECTION (A) OF THIS
SECTION FOR AN UNLAWFUL DISTRIBUTION IS ENTITLED TO CONTRIBUTION:

(1)  FROM EVERY OTHER DIRECTOR WHO COULD BE HELD
LIABLE UNDER SUBSECTION (A) OF THIS SECTION FOR THE UNLAWFUL
DISTRIBUTION; AND

(2)  FROM EACH STOCKHOLDER FOR THE AMOUNT THE
STOCKHOLDER ACCEPTED KNOWING THE DISTRIBUTION WAS MADE IN
VIOLATION OF THE CHARTER OR § 2-311 OF THIS SUBTITLE.

(C)  A PROCEEDING MAY NOT BEGIN UNDER THIS SECTION MORE THAN
2 3 YEARS AFTER THE DATE ON WHICH THE EFFECT OF THE DISTRIBUTION
WAS MEASURED UNDER § 2-311(C) OR (E) OF THIS SUBTITLE.

(D) THE LIABILITIES IMPOSED BY THIS SECTION ARE IN ADDITION
TO ANY OTHER LIABILITY IMPOSED BY LAW ON THE DIRECTORS OF A
CORPORATION.

[2-313.

(a)  If a corporation acquires shares of its own stock that
the charter provides are redeemable, or convertible shares of its
own stock surrendered for conversion, the shares are retired
automatically.

(b)  A corporation which acquires any other shares of its
own stock may retire them only by a reduction of its stated
capital.

(c)  (1) Except as provided in paragraph (2) of this
subsection, if a corporation retires shares of its own stock, the
shares have the status of authorized but unissued stock and,
until their classification is changed, retain the same
classification.

(2) If the charter of the corporation prohibits the
reissuance of retired stock, the number of authorized shares of
that particular class shall be considered decreased by the number
of shares retired.]

[2-315.

(a)  The liabilities imposed by this section are in addition
to any other liability imposed by law on the directors of a
corporation.

(b)  A director who votes for or assents to the declaration
of any dividend or any other distribution of assets of a

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