B.__As of which the violation of section 651, subsection 1 occurred as the consequence of disregard of a restriction in the corporation's articles of incorporation; or

C.__On which the distribution of assets to shareholders under section 1410, subsection 1 was made.

4. Proceeding to enforce contribution or recoupment; one-year period. A proceeding to enforce a contribution or recoupment under subsection 2 is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection 1.

Sec. 19. 13-C MRSA §841, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

§841. Offices

1. Offices. A corporation must have has the officers offices described in its bylaws or appointed designated by the corporation's board of directors in accordance with the bylaws.

2. Appointment of officers. A duly appointed The board of directors may elect individuals to fill one or more offices of the corporation.__An officer may appoint one or more officers or assistant officers if authorized by the bylaws or the corporation's board of directors.

3. Responsibility for minutes and shareholder records. The bylaws or the corporation's board of directors shall delegate assign to one of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for maintaining and authenticating the records of the corporation that section 1601, subsections 1 and 3 require to be kept.

4. Multiple positions. The same individual may simultaneously hold more than one office in a corporation.

Sec. 20. 13-C MRSA §843, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is repealed.

Sec. 21. 13-C MRSA §843, sub-§2-A is enacted to read:

2-A.__Basis for reliance. In discharging the duties under section 842, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on: