reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0742 - Demand.

180.0742
Demand.
No shareholder or beneficial owner may commence a derivative proceeding until all of the following occur:
(1)
A written demand is made upon the corporation to take suitable action.
(2)
Ninety days expire from the date on which the demand was made, unless the shareholder or beneficial owner is notified before the expiration of 90 days that the corporation has rejected the demand or unless irreparable injury to the corporation would result by waiting for the expiration of the 90-day period.
History:  1989 a. 303; 1991 a. 16.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0743 - Stay of proceedings.

180.0743
Stay of proceedings.
If the domestic corporation or foreign corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for the period that the court considers appropriate.
History:  1989 a. 303; 1991 a. 16.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0745 - Discontinuance or settlement.

180.0745
Discontinuance or settlement.
A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the beneficial owners, the shareholders or a class of shareholders of the domestic corporation or foreign corporation, the court shall direct that notice be given to the shareholders and beneficial owners affected.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0746 - Payment of expenses.

180.0746
Payment of expenses.
On termination of the derivative proceeding, the court may do any of the following:
(1)
Notwithstanding s. 814.04 (1), order the domestic corporation or foreign corporation to pay the plaintiff's reasonable expenses, including attorney fees, incurred in the derivative proceeding by the shareholder or beneficial owner who commenced or maintained the derivative proceeding if the court finds that the derivative proceeding has resulted in a substantial benefit to the domestic corporation or foreign corporation.
(2)
Order the shareholder or beneficial owner who commenced or maintained the derivative proceeding to pay any defendant's reasonable expenses, including attorney fees, notwithstanding s. 814.04 (1), incurred in defending the derivative proceeding if it finds that the derivative proceeding was commenced or maintained without reasonable cause or for an improper purpose.
History:  1989 a. 303; 1991 a. 16.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0747 - Applicability to foreign corporations.

180.0747
Applicability to foreign corporations.
In any derivative proceeding in the right of a foreign corporation, the matters covered by ss. 180.0741, 180.0742 and 180.0744 shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation.
History:  1989 a. 303; 1991 a. 16.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0801 - Requirement for and duties of board of directors.

180.0801
Requirement for and duties of board of directors.
(1)
Except as provided in s. 180.1821, a corporation shall have a board of directors.
(2)
All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0802 - Qualifications of directors.

180.0802
Qualifications of directors.
The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0803 - Number and election of directors.

180.0803
Number and election of directors.
(1)
A board of directors shall consist of one or more natural persons, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.
(2)
The number of directors may be increased or, subject to s. 180.0805 (2), decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.
(3)
Directors shall be elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under s. 180.0806.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0804 - Election of directors by certain classes of shareholders.

180.0804
Election of directors by certain classes of shareholders.
If the articles of incorporation authorize dividing the shares into classes, the articles of incorporation may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class or classes of shares entitled to elect one or more directors shall be a separate voting group for purposes of the election of directors.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0805 - Terms of directors generally.

180.0805
Terms of directors generally.
(1)
The terms of the directors of a corporation, including the initial directors, expire at the next annual shareholders' meeting unless their terms are staggered under s. 180.0806.
(2)
A decrease in the number of directors may not shorten an incumbent director's term.
(3)
Despite the expiration of a director's term, the director shall continue to serve, subject to ss. 180.0807, 180.0808 and 180.0809, until his or her successor is elected and, if necessary, qualifies or until there is a decrease in the number of directors.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0806 - Staggered terms of directors.

180.0806
Staggered terms of directors.
The articles of incorporation or the bylaws, if the articles of incorporation so provide, may provide for staggering the terms of the directors by dividing the total number of directors into 2 or 3 groups. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the 2nd group expire at the 2nd annual shareholders' meeting after their election, and the terms of the 3rd group, if any, expire at the 3rd annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, the number of directors equal to the number of the group whose term expires at the time of the meeting shall be chosen for a term of 2 years, if there are 2 groups, or a term of 3 years, if there are 3 groups.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0807 - Resignation of directors.

180.0807
Resignation of directors.
(1)
A director may resign at any time by delivering written notice that complies with s. 180.0141 to the board of directors, to the chairperson of the board of directors or to the corporation.
(2)
A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
History:  1989 a. 303.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
(4)
Any person, whether or not then a director, may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time, including a time determined upon the happening of an event, and such consent shall be considered to have been given for purposes of this section at such effective time so long as the person is then a director and did not revoke the consent prior to that time. Any such consent shall be revocable prior to its becoming effective.
History:  1989 a. 303; 2021 a. 258.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0850 - Definitions applicable to indemnification and insurance provisions.

180.0850
Definitions applicable to indemnification and insurance provisions.
In ss. 180.0850 to 180.0859:
(1)
“Corporation" means a domestic corporation and any domestic or foreign predecessor of a domestic corporation where the predecessor corporation's existence ceased upon the consummation of a merger or other transaction.
(2)
“Director or officer" of a corporation means any of the following:
(a)
An individual who is or was a director or officer of the corporation.
(b)
An individual who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, member of any governing or decision-making committee, manager, employee or agent of another corporation or foreign corporation, limited liability company, partnership, joint venture, trust or other enterprise.
(c)
An individual who, while a director or officer of the corporation, is or was serving an employee benefit plan because his or her duties to the corporation also impose duties on, or otherwise involve services by, the person to the plan or to participants in or beneficiaries of the plan.
(d)
Unless the context requires otherwise, the estate or personal representative of a director or officer.
(3)
“Expenses" include fees, costs, charges, disbursements, attorney fees and any other expenses incurred in connection with a proceeding.
(4)
“Liability" includes the obligation to pay a judgment, settlement, forfeiture, or fine, including an excise tax assessed with respect to an employee benefit plan, plus costs, fees, and surcharges imposed under ch. 814, and reasonable expenses.
(5)
“Party" includes an individual who was or is, or who is threatened to be made, a named defendant or respondent in a proceeding.
(6)
“Proceeding" means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the corporation or by any other person.
History:  1989 a. 303; 1993 a. 112; 2003 a. 139.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0851 - Mandatory indemnification.

180.0851
Mandatory indemnification.
(1)
A corporation shall indemnify a director or officer, to the extent that he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if the director or officer was a party because he or she is a director or officer of the corporation.
(2)
(a)
In cases not included under sub. (1), a corporation shall indemnify a director or officer against liability incurred by the director or officer in a proceeding to which the director or officer was a party because he or she is a director or officer of the corporation, unless liability was incurred because the director or officer breached or failed to perform a duty that he or she owes to the corporation and the breach or failure to perform constitutes any of the following:
1.
A willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest.
2.
A violation of the criminal law, unless the director or officer 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.
3.
A transaction from which the director or officer derived an improper personal profit.
4.
Willful misconduct.
(b)
Determination of whether indemnification is required under this subsection shall be made under s. 180.0855.
(c)
The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or an equivalent plea, does not, by itself, create a presumption that indemnification of the director or officer is not required under this subsection.
(3)
A director or officer who seeks indemnification under this section shall make a written request to the corporation.
(4)
(a)
Indemnification under this section is not required to the extent limited by the articles of incorporation under s. 180.0852.
(b)
Indemnification under this section is not required if the director or officer has previously received indemnification or allowance of expenses from any person, including the corporation, in connection with the same proceeding.
History:  1989 a. 303.
Indemnification under this section is not self-executing. Certain formalities are required that prevent after-the-fact justification for taking corporate funds for personal use. Without these formalities, an officer could direct the corporation to pay funds for his own defense and only later assert that he or she had been indemnified by the corporation. Ehlinger v. Hauser, 2010 WI 54, 325 Wis. 2d 287, 785 N.W.2d 328, 07-0477.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0852 - Corporation may limit indemnification.

180.0852
Corporation may limit indemnification.
A corporation's articles of incorporation may limit its obligation to indemnify under s. 180.0851. Any provision of the articles of incorporation relating to a corporation's power or obligation to indemnify that was in existence on June 13, 1987, does not constitute a limitation on the corporation's obligation to indemnify under s. 180.0851. A limitation under this section applies if the first alleged act or omission of a director or officer for which indemnification is sought occurred while the limitation was in effect.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0853 - Allowance of expenses as incurred.

180.0853
Allowance of expenses as incurred.
Upon written request by a director or officer who is a party to a proceeding, a corporation may pay or reimburse his or her reasonable expenses as incurred if the director or officer provides the corporation with all of the following:
(1)
A written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her duties to the corporation.
(2)
A written undertaking, executed personally or on his or her behalf, to repay the allowance and, if required by the corporation, to pay reasonable interest on the allowance to the extent that it is ultimately determined under s. 180.0855 that indemnification under s. 180.0851 (2) is not required and that indemnification is not ordered by a court under s. 180.0854 (2) (b). The undertaking under this subsection shall be an unlimited general obligation of the director or officer and may be accepted without reference to his or her ability to repay the allowance. The undertaking may be secured or unsecured.
History:  1989 a. 303
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0854 - Court-ordered indemnification.

180.0854
Court-ordered indemnification.
(1)
Except as provided otherwise by written agreement between the director or officer and the corporation, a director or officer who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. Application shall be made for an initial determination by the court under s. 180.0855 (5) or for review by the court of an adverse determination under s. 180.0855 (1), (2), (3), (4) or (6). After receipt of an application, the court shall give any notice that it considers necessary.
(2)
The court shall order indemnification if it determines any of the following:
(a)
That the director or officer is entitled to indemnification under s. 180.0851 (1) or (2). If the court also determines that the corporation unreasonably refused the director's or officer's request for indemnification, the court shall order the corporation to pay the director's or officer's reasonable expenses incurred to obtain the court-ordered indemnification.
(b)
That the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, regardless of whether indemnification is required under s. 180.0851 (2).
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0855 - Determination of right to indemnification.

180.0855
Determination of right to indemnification.
Unless otherwise provided by the articles of incorporation or bylaws or by written agreement between the director or officer and the corporation, the director or officer seeking indemnification under s. 180.0851 (2) shall select one of the following means for determining his or her right to indemnification:
(1)
By a majority vote of a quorum of the board of directors consisting of directors who are not at the time parties to the same or related proceedings. If a quorum of disinterested directors cannot be obtained, by majority vote of a committee duly appointed by the board of directors and consisting solely of 2 or more directors who are not at the time parties to the same or related proceedings. Directors who are parties to the same or related proceedings may participate in the designation of members of the committee.
(2)
By independent legal counsel selected by a quorum of the board of directors or its committee in the manner prescribed in sub. (1) or, if unable to obtain such a quorum or committee, by a majority vote of the full board of directors, including directors who are parties to the same or related proceedings.
(3)
By a panel of 3 arbitrators consisting of one arbitrator selected by those directors entitled under sub. (2) to select independent legal counsel, one arbitrator selected by the director or officer seeking indemnification and one arbitrator selected by the 2 arbitrators previously selected.
(4)
By an affirmative vote of shares as provided in s. 180.0725. Shares owned by, or voted under the control of, persons who are at the time parties to the same or related proceedings, whether as plaintiffs or defendants or in any other capacity, may not be voted in making the determination.
(5)
By a court under s. 180.0854.
(6)
By any other method provided for in any additional right to indemnification permitted under s. 180.0858.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0856 - Indemnification and allowance of expenses of employees and agents.

180.0856
Indemnification and allowance of expenses of employees and agents.
(1)
A corporation shall indemnify an employee who is not a director or officer of the corporation, to the extent that he or she has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the corporation.
(2)
In addition to the indemnification required by sub. (1), a corporation may indemnify and allow reasonable expenses of an employee or agent who is not a director or officer of the corporation to the extent provided by the articles of incorporation or bylaws, by general or specific action of the board of directors or by contract.
History:  1989 a. 303; 1991 a. 16.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0857 - Insurance.

180.0857
Insurance.
A corporation may purchase and maintain insurance on behalf of an individual who is an employee, agent, director or officer of the corporation against liability asserted against or incurred by the individual in his or her capacity as an employee, agent, director or officer or arising from his or her status as an employee, agent, director or officer, regardless of whether the corporation is required or authorized to indemnify or allow expenses to the individual against the same liability under ss. 180.0851, 180.0853, 180.0856 and 180.0858.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0858 - Additional rights to indemnification and allowance of expenses.

180.0858
Additional rights to indemnification and allowance of expenses.
(1)
Except as provided in sub. (2), ss. 180.0851 and 180.0853 do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under any of the following:
(a)
The articles of incorporation or bylaws.
(b)
A written agreement between the director or officer and the corporation.
(c)
A resolution of the board of directors.
(d)
A resolution that is adopted, after notice, by a majority vote of all of the corporation's voting shares then issued and outstanding.
(2)
Regardless of the existence of an additional right under sub. (1), the corporation may not indemnify a director or officer, or permit a director or officer to retain any allowance of expenses unless it is determined by or on behalf of the corporation that the director or officer did not breach or fail to perform a duty that he or she owes to the corporation which constitutes conduct under s. 180.0851 (2) (a) 1., 2., 3. or 4. A director or officer who is a party to the same or related proceeding for which indemnification or an allowance of expenses is sought may not participate in a determination under this subsection.
(3)
Sections 180.0850 to 180.0859 do not affect a corporation's power to pay or reimburse expenses incurred by a director or officer in any of the following circumstances:
(a)
As a witness in a proceeding to which he or she is not a party.
(b)
As a plaintiff or petitioner in a proceeding because he or she is or was an employee, agent, director or officer of the corporation.
History:  1989 a. 303; 1991 a. 16.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0859 - Indemnification and insurance against securities law claims.

180.0859
Indemnification and insurance against securities law claims.
(1)
It is the public policy of this state to require or permit indemnification, allowance of expenses and insurance for any liability incurred in connection with a proceeding involving securities regulation described under sub. (2) to the extent required or permitted under ss. 180.0850 to 180.0858.
(2)
Sections 180.0850 to 180.0858 apply, to the extent applicable to any other proceeding, to any proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities, securities brokers or dealers, or investment companies or investment advisors.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.0860 - Statements of changes in directors or principal.

180.0860
Statements of changes in directors or principal.
(1)
Whenever initial directors and principal officers are selected, or changes are made in the directors or principal officers of a corporation, the corporation may file with the department a statement that includes the names and addresses of all the directors or principal officers, or both if there have been changes in both. The information in the statement shall be current as of the date on which the statement is signed on behalf of the corporation.
(2)
A director who resigns under s. 180.0807 or a principal officer who resigns under s. 180.0843 (1) may file a copy of the resignation notice with the department.
History:  1993 a. 323; 1995 a. 27.
2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1001 - Authority to amend articles of incorporation.

180.1001
Authority to amend articles of incorporation.
(1)
A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted to be included in the articles of incorporation or to delete a provision that is not required to be included in the articles of incorporation. Whether a provision is required or permitted to be included in the articles of incorporation is determined as of the effective date of the amendment.
(2)
A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, voting, control, capital structure, dividend entitlement or purpose or duration of the corporation.
History:  1989 a. 303.