Utah Code Title 16. Corporations § 16-6a-824. Liability of directors for unlawful distributions

(1)(a) A director who votes for or assents to a distribution made in violation of Section 16-6a-1301 or the articles of incorporation is personally liable to the nonprofit corporation for the amount of the distribution that exceeds what could have been distributed without violating Section 16-6a-1301 or the articles of incorporation, if it is established that the director's duties were not performed in compliance with Section 16-6a-822.

(b) In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.

(a) from every other director who could be held liable under Subsection (1) for the unlawful distribution;  and

(b) from each member who accepted the distribution knowing the distribution was made in violation of Section 16-6a-1301 or the articles of incorporation.