reglab/housing_qa huggingface dataset:
WI Stat § 180.0808 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0808 - Removal of directors by shareholders.

180.0808  Removal of directors by shareholders. (1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation or bylaws provide that directors may be removed only for cause. (2) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director. (3) If cumulative voting is authorized under s. 180.0728, the shareholders may not remove a director if the number of votes sufficient to elect the director under cumulative voting is voted against his or her removal. If cumulative voting is not authorized under s. 180.0728, the shareholders may remove a director only if the number of votes cast to remove the director exceeds the number of votes cast not to remove him or her, unless the articles of incorporation or bylaws adopted under authority granted in the articles of incorporation provide for a greater voting requirement under s. 180.0727 (1). (4) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.History:  1989 a. 303; 1991 a. 16.
WI Stat § 180.0809 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0809 - Removal of directors by judicial proceeding.

180.0809  Removal of directors by judicial proceeding. (1) The circuit court for the county where a corporation's principal office or, if none in this state, its registered office is located may remove a director of the corporation from office in a proceeding brought either by the corporation or by its shareholders holding at least 10 percent of the outstanding shares of any class, if the court finds all of the following:(a) That the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation.(b) That removal is in the best interest of the corporation. (2) The court that removes a director may bar the director from reelection for a period prescribed by the court. (3) If shareholders bring a proceeding under sub. (1), they shall make the corporation a party defendant.History:  1989 a. 303.
WI Stat § 180.0810 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0810 - Vacancy on board.

180.0810  Vacancy on board. (1) Unless the articles of incorporation provide otherwise, and except as provided in sub. (2), if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled by any of the following:(a) The shareholders.(b) The board of directors.(c) If the directors remaining in office constitute fewer than a quorum of the board, the directors, by the affirmative vote of a majority of all directors remaining in office. (2) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group may vote to fill the vacancy if it is filled by the shareholders, and only the remaining directors elected by that voting group may vote to fill the vacancy if it is filled by the directors. (3) A vacancy that will occur at a specific later date, because of a resignation effective at a later date under s. 180.0807 (2) or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.History:  1989 a. 303.
WI Stat § 180.0811 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0811 - Compensation of directors.

180.0811  Compensation of directors. Unless the articles of incorporation or bylaws provide otherwise, the board of directors, irrespective of any personal interest of any of its members, may fix the compensation of directors.History:  1989 a. 303.
WI Stat § 180.0820 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0820 - Meetings.

180.0820  Meetings. (1) The board of directors may hold regular or special meetings in or outside this state. (2) (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting of the board of directors by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs:1. All participating directors may simultaneously hear each other during the meeting.2. All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.(b) If a meeting will be conducted through the use of any means described in par. (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par. (a) is deemed to be present in person at the meeting. (3) If requested by a director, minutes of any regular or special meeting shall be prepared and distributed to each director.History:  1989 a. 303; 1991 a. 16.NOTE:  See s. 180.0825 (4) for applicability of ss. 180.0820 to 180.0823 to committees.
WI Stat § 180.0821 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0821 - Action without meeting.

180.0821  Action without meeting. (1) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action shall be evidenced by one or more written consents describing the action taken, signed by each director and retained by the corporation. (2) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. (3) A consent signed under this section has the effect of a unanimous vote taken at a meeting at which all directors were present, and may be described as such in any document.History:  1989 a. 303.
WI Stat § 180.0822 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0822 - Notice of meeting.

180.0822  Notice of meeting. (1) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting. (2) Except as provided in s. 180.0303 (3), and unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least 48 hours' notice of the date, time and place of the meeting. The notice shall comply with s. 180.0141. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.History:  1989 a. 303.
WI Stat § 180.0823 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0823 - Waiver of notice.

180.0823  Waiver of notice. (1) A director may waive any notice required by this chapter, the articles of incorporation or bylaws before or after the date and time stated in the notice. Except as provided by sub. (2), the waiver shall be in writing, signed by the director entitled to the notice and retained by the corporation. (2) A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.History:  1989 a. 303.
WI Stat § 180.0824 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0824 - Quorum and voting.

180.0824  Quorum and voting. (1) (a) Unless the articles of incorporation or bylaws require a greater or, under sub. (2), a lesser number, and except as provided in ss. 180.0303 (3) (b) and 180.0831 (4), a quorum of a board of directors shall consist of a majority of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.(b) Unless the articles of incorporation or bylaws require a greater or, under sub. (2), a lesser number, and except as provided in ss. 180.0303 (3) (b) and 180.0831 (4), a quorum of a committee of the board of directors created under s. 180.0825 shall consist of a majority of the number of directors appointed to serve on the committee. (2) (a) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.(b) The articles of incorporation or bylaws may authorize a quorum of a committee of the board of directors created under s. 180.0825 to consist of no fewer than one-third of the number of directors appointed to serve on the committee. (3) Except as provided in ss. 180.0825 (3), 180.0831 (4) and 180.0855 (1) and (2), if a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors or a committee of the board of directors created under s. 180.0825, unless the articles of incorporation or bylaws require the vote of a greater number of directors. (4) (a) Except as provided in par. (b), a director who is present and is announced as present at a meeting of the board of directors or a committee of the board of directors created under s. 180.0825, when corporate action is taken assents to the action taken unless any of the following occurs:1. The director objects at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting.2. The director dissents or abstains from an action taken and minutes of the meeting are prepared that show the director's dissent or abstention from the action taken.3. The director delivers written notice that complies with s. 180.0141 of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.4. The director dissents or abstains from an action taken, minutes of the meeting are prepared that fail to show the director's dissent or abstention from the action taken and the director delivers to the corporation a written notice of that failure that complies with s. 180.0141 promptly after receiving the minutes.(b) A director who votes in favor of action taken may not dissent or abstain from that action.History:  1989 a. 303; 1991 a. 16; 2005 a. 476.
WI Stat § 180.0825 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0825 - Committees.

180.0825  Committees. (1) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees, appoint members of the board of directors to serve on the committees and designate other members of the board of directors to serve as alternates. Each committee shall have at least one member. Unless otherwise provided by the board of directors, members of the committee shall serve at the pleasure of the board of directors. (2) Except as provided in sub. (3), the creation of a committee, appointment of members to it, and designation of alternate members, if any, shall be approved by the number of directors required by the articles of incorporation or bylaws to take action under s. 180.0824 (3). (3) The board of directors may provide by resolution that any vacancies on the committee shall be filled by the affirmative vote of a majority of the remaining committee members. (4) Sections 180.0820 to 180.0823 apply to committees of a board of directors and to committee members. (5) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors, except that a committee may not do any of the following:(am) Approve or recommend to shareholders for approval any action or matter expressly required by this chapter to be submitted to shareholders for approval.(bm) Adopt, amend, or repeal any bylaw of the corporation. (6) Unless otherwise provided by the board of directors in creating the committee, a committee may employ counsel, accountants and other consultants to assist it in the exercise of authority. (7) The creation of a committee, delegation of authority to a committee or action by a committee does not relieve the board of directors or any of its members of any responsibility imposed upon the board of directors or its members by law.History:  1989 a. 303; 2005 a. 476.
WI Stat § 180.0826 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0826 - Reliance by directors or officers.

180.0826  Reliance by directors or officers. Unless the director or officer has knowledge that makes reliance unwarranted, a director or officer, in discharging his or her duties to the corporation, may rely on information, opinions, reports or statements, valuation reports any of which may be written or oral, formal or informal, including financial statements, valuation reports and other financial data, if prepared or presented by any of the following: (1) An officer or employee of the corporation whom the director or officer believes in good faith to be reliable and competent in the matters presented. (2) Legal counsel, certified public accountants licensed or certified under ch. 442, or other persons as to matters that the director or officer believes in good faith are within the person's professional or expert competence. (3) In the case of reliance by a director, a committee of the board of directors of which the director is not a member if the director believes in good faith that the committee merits confidence.History:  1989 a. 303; 2001 a. 16.
WI Stat § 180.0827 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0827 - Consideration of interests in addition to shareholders' interests.

180.0827  Consideration of interests in addition to shareholders' interests. In discharging his or her duties to the corporation and in determining what he or she believes to be in the best interests of the corporation, a director or officer may, in addition to considering the effects of any action on shareholders, consider the following: (1) The effects of the action on employees, suppliers and customers of the corporation. (2) The effects of the action on communities in which the corporation operates. (3) Any other factors that the director or officer considers pertinent.History:  1989 a. 303.
WI Stat § 180.0828 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0828 - Limited liability of directors.

180.0828  Limited liability of directors. (1) Except as provided in sub. (2), a director is not liable to the corporation, its shareholders, or any person asserting rights on behalf of the corporation or its shareholders, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director, unless the person asserting liability proves that the breach or failure to perform constitutes any of the following:(a) A willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director has a material conflict of interest.(b) A violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful.(c) A transaction from which the director derived an improper personal profit.(d) Willful misconduct. (2) A corporation may limit the immunity provided under this section by its articles of incorporation. A limitation under this subsection applies if the cause of action against a director accrues while the limitation is in effect.History:  1989 a. 303.Wisconsin's business judgment rule is codified in this section. The business judgment rule is substantive law because acts of the board of directors done in good faith and in the honest belief that its decisions were in the best interest of the company cannot form the basis for a legal claim against directors. It is also procedural because it limits judicial review of internal corporate business decisions made in good faith. The rule creates an evidentiary presumption that the acts of the board of directors were done in good faith and in the honest belief that its decisions were in the best interest of the company. Data Key Partners v. Permira Advisers LLC, 2014 WI 86, 356 Wis. 2d 665, 849 N.W.2d 693, 12-1967.In order to fall outside of the protection that this section grants directors, plaintiffs must plead facts that create a plausible claim that the directors' acts were taken in contravention of sub. (1). To survive a motion to dismiss, plaintiffs must plead facts sufficient to plausibly show that the directors' actions constitute: 1) a willful failure to deal fairly with the minority shareholders on a matter in which the director has a material conflict of interest; 2) receipt of an improper personal profit; or 3) willful misconduct. Data Key Partners v. Permira Advisers LLC, 2014 WI 86, 356 Wis. 2d 665, 849 N.W.2d 693, 12-1967. See also Cattau v. National Insurance Services of Wisconsin, Inc., 2019 WI 46, 386 Wis. 2d 515, 926 N.W.2d 756, 16-0493.The Business Judgment Rule in Wisconsin. Davis. 2015 WLR 475.Protecting Corporate Directors: Wisconsin's Business Judgment Rule. Davis. Wis. Law. June 2015.
WI Stat § 180.0832 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0832 - Loans to directors.

180.0832  Loans to directors. (1) Except as provided in sub. (3), a corporation may not lend money to or guarantee the obligation of a director of the corporation unless any of the following occurs:(a) The particular loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, except the votes of shares owned by or voted under the control of the benefited director.(b) The corporation's board of directors determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing loans and guarantees. (2) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan. (3) This section does not apply to an advance to a director that is permitted by s. 180.0853 or 180.0858 or that is made to defray expenses incurred by the director in the ordinary course of the corporation's business.History:  1989 a. 303.
WI Stat § 180.0833 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0833 - Liability for unlawful distributions.

180.0833  Liability for unlawful distributions. (1) Except as provided in sub. (3), a director who votes for or assents to a distribution made in violation of s. 180.0640 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating s. 180.0640 or the articles of incorporation, if it is established that the director's vote or assent constitutes conduct described by s. 180.0828 (1) (a), (b), (c) or (d). In any proceeding brought under this section, a director has all of the defenses ordinarily available to a director. (2) A director who is liable under sub. (1) for an unlawful distribution is entitled to contribution from all of the following persons:(a) Every other director who could be held liable under sub. (1) for the unlawful distribution.(b) Each shareholder for the amount that the shareholder accepted knowing that the distribution was made in violation of s. 180.0640 or the articles of incorporation. (3) A proceeding under this section is barred unless it is brought within 2 years after the date on which the effect of the distribution was measured under s. 180.0640 (5).History:  1989 a. 303.
WI Stat § 180.0840 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0840 - Officers.

180.0840  Officers. (1) A corporation shall have the officers described in its bylaws or appointed by its board of directors by resolution not inconsistent with the bylaws. (2) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors. (3) The same natural person may simultaneously hold more than one office in a corporation.History:  1989 a. 303; 1991 a. 16.
WI Stat § 180.0841 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0841 - Duties of officers.

180.0841  Duties of officers. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent not inconsistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the bylaws or by the board of directors to prescribe the duties of other officers.History:  1989 a. 303.
WI Stat § 180.0843 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0843 - Resignation and removal of officers.

180.0843  Resignation and removal of officers. (1) An officer may resign at any time by delivering notice to the corporation that complies with s. 180.0141. The resignation is effective when the notice is delivered, unless the notice specifies a later effective date and the corporation accepts the later effective date. If a resignation is effective at a later date, the corporation's board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor may not take office until the effective date. (2) The board of directors may remove any officer and, unless restricted by the bylaws or by the board of directors, an officer may remove any officer or assistant officer appointed by that officer under s. 180.0840 (2), at any time, with or without cause and notwithstanding the contract rights, if any, of the officer removed.History:  1989 a. 303.
WI Stat § 180.0844 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.0844 - Contract rights of officers.

180.0844  Contract rights of officers. (1) The appointment of an officer does not itself create contract rights. (2) Except as provided in s. 180.0843 (2), an officer's resignation or removal is subject to any remedies provided by any contract between the officer and the corporation or otherwise provided by law.History:  1989 a. 303.