reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0744 - Derivative proceedings; dismissal.

181.0744
Derivative proceedings; dismissal.
(1)
When dismissal required. The court shall dismiss a derivative proceeding on motion by the corporation if the court finds, subject to the burden of proof assigned under sub. (5) or (6), that one of the groups specified in sub. (2) or (6) has determined, acting in good faith after conducting a reasonable inquiry upon which its conclusions are based, that maintenance of the derivative proceeding is not in the best interests of the corporation.
(2)
Independent director determination. Unless a panel is appointed under sub. (6), the determination in sub. (1) shall be made by any of the following:
(a)
A majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum.
(b)
A majority vote of a committee consisting of 2 or more independent directors appointed by a majority vote of the independent directors present at a meeting of the board of directors, whether or not the voting independent directors constitute a quorum.
(3)
Who is considered an independent director. Whether a director is independent for purposes of this section may not be determined solely on the basis of any one or more of the following factors:
(a)
The nomination or election of the director by persons who are defendants in the derivative proceeding or against whom action is demanded.
(b)
The naming of the director as a defendant in the derivative proceeding or as a person against whom action is demanded.
(c)
The approval by the director of the act being challenged in the derivative proceeding or demand if the act resulted in no personal benefit to the director.
(4)
Pleadings when demand rejected. If a derivative proceeding is commenced after a determination was made rejecting a demand by a member, the complaint shall allege with particularity facts establishing any of the following:
(a)
That a majority of the board of directors did not consist of independent directors at the time that the determination was made.
(b)
That the requirements of sub. (1) have not been met.
(5)
Burden of proof. If a majority of the board of directors did not consist of independent directors at the time that the determination rejecting a demand was made, the corporation shall have the burden of proving that the requirements of sub. (1) have been met. If a majority of the board of directors consisted of independent directors at the time that the determination was made, the members shall have the burden of proving that the requirements of sub. (1) have not been met.
(6)
Court-appointed panel. Upon motion by the corporation, the court may appoint a panel of one or more independent persons to determine whether maintenance of the derivative proceeding is in the best interests of the corporation. If a panel is appointed under this subsection, the members shall have the burden of proving that the requirements of sub. (1) have not been met.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0746 - Derivative proceedings; payment of expenses.

181.0746
Derivative proceedings; payment of expenses.
(1)
Authority of court. On termination of the derivative proceeding, the court may do any of the following:
(a)
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 members 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.
(b)
Order the members 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 the court finds that the derivative proceeding was commenced or maintained without reasonable cause or for an improper purpose.
(2)
Security for expenses. In any action brought in the right of any corporation by fewer than 3 percent of the members, the defendants shall be entitled, upon application to the court, to require the plaintiffs to give security for the reasonable expenses, including attorney fees. The amount of the security may be increased or decreased by the court having jurisdiction over the action upon a showing that the security has or may become inadequate or excessive.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0747 - Derivative proceedings; applicability.

181.0747
Derivative proceedings; applicability.
(1)
To foreign corporations. In any derivative proceeding in the right of a foreign corporation, the matters covered by ss. 181.0741, 181.0742 and 181.0744 shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation.
(2)
To corporations without members. Unless the articles of incorporation or bylaws provided otherwise at the time of the act or omission complained of, ss. 181.0741 to 181.0746 apply to corporations without members, except that all references to “member" shall be read as “director".
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0801 - Requirement for and duties of board.

181.0801
Requirement for and duties of board.
(1)
Board required. A corporation shall have a board.
(2)
Powers of board. Except as provided in this chapter or sub. (3), all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.
(3)
Delegation.
(a)
The articles of incorporation or bylaws approved by the members, if any, may authorize a person to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized such a person shall have the duties and responsibilities of the board, and the directors shall be relieved to that extent from such duties and responsibilities.
(b)
A person is not a member of the board solely because of powers delegated to that person under par. (a).
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0802 - Qualifications of directors.

181.0802
Qualifications of directors.
A director shall be an individual. The articles of incorporation or bylaws may prescribe other qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the articles of incorporation or bylaws so prescribe.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0803 - Number of directors.

181.0803
Number of directors.
(1)
Minimum number. A board shall consist of 3 or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.
(2)
Changes in board size. The number of directors may be increased or, subject to sub. (1), decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or bylaws.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0804 - Election, designation and appointment of directors.

181.0804
Election, designation and appointment of directors.
(1)
Corporation with members. If the corporation has members, all of the directors except the initial directors shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles of incorporation or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or are designated.
(2)
Corporation without members. If the corporation does not have members, all of the directors except the initial directors shall be elected, appointed or designated as provided in the articles of incorporation or bylaws. If no method of designation or appointment is set forth in the articles of incorporation or bylaws, the directors other than the initial directors shall be elected by the board.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0805 - Terms of directors generally.

181.0805
Terms of directors generally.
(1)
In general. The articles of incorporation or bylaws shall specify the term of a director. In the absence of any term specified in the articles of incorporation or bylaws, the term of a director shall be one year. Directors may be elected for successive terms.
(2)
Effect of changes on incumbent. A decrease in the number of directors or term of office does not shorten an incumbent director's term.
(3)
Vacancies. Except as provided in the articles of incorporation or bylaws, the term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members and the term of a director filling any other vacancy expires at the end of the unexpired term that the director is filling.
(4)
Service after expiration of term. Except as provided in the articles of incorporation or bylaws, despite the expiration of a director's term, the director continues to serve, subject to ss. 181.0807 to 181.0810, until the director's successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0807 - Resignation of directors.

181.0807
Resignation of directors.
(1)
Notice. A director may resign at any time by delivering written notice to the presiding officer of the board or to the president or secretary.
(2)
When effective. A resignation is effective when the notice is received unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may make the effective date earlier and fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0808 - Removal of directors elected by members or directors.

181.0808
Removal of directors elected by members or directors.
Except as otherwise provided in the articles of incorporation or bylaws of a corporation, all of the following apply:
(1)
Removal in general. The members may remove, with or without cause, one or more directors elected by them.
(2)
Removal of directors elected by group. If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping.
(3)
Number of votes needed to remove. Except as provided in sub. (8), a director may be removed under sub. (1) or (2) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
(4)
Cumulative voting. If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.
(5)
Meeting. A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.
(6)
Entire board. An entire board may be removed under subs. (1) to (5).
(7)
Board-elected directors. A director elected by the board may be removed without cause by the vote of a majority of the directors then in office or such other number as is set forth in the articles of incorporation or bylaws. However, a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board.
(8)
Failure to attend meetings. If, at the beginning of a director's term on the board, the articles of incorporation or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0809 - Removal of designated or appointed directors.

181.0809
Removal of designated or appointed directors.
(1)
Designated directors. A designated director may be removed by an amendment to the articles of incorporation or bylaws deleting or changing the designation. The removal shall be effective on the effective date of the amendment to the articles of incorporation or bylaws, unless the amendment specifies a different date.
(2)
Appointed directors.
(a)
Except as otherwise provided in the articles of incorporation or bylaws, an appointed director may be removed without cause by the person appointing the director.
(b)
The person removing an appointed director shall do so by giving written notice of the removal to the appointed director and either the presiding officer of the board or the corporation's president or secretary.
(c)
A removal under this subsection is effective when the notice under par. (b) is effective under s. 181.0105 (4) unless the notice specifies a future effective date.
History:  1997 a. 79; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0810 - Removal of directors by judicial proceeding.

181.0810
Removal of directors by judicial proceeding.
(1)
Grounds for removal. The circuit court for the county where a corporation's principal office is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its members holding at least 10 percent of the voting power 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 a final judgment has been entered finding that the director has violated a fiduciary duty or a duty under ss. 181.0831 to 181.0833.
(b)
That removal is in the best interest of the corporation.
(2)
Bar from serving. A court that removes a director may bar the director from serving on the board for a period prescribed by the court.
(3)
Corporation as defendant. If members commence a proceeding under sub. (1), the corporation shall be made a party defendant.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0811 - Vacancies.

181.0811
Vacancies.
(1)
Filling of vacancies. Unless otherwise provided in the articles of incorporation or bylaws, any vacancy occurring on the board, including a vacancy created by an increase in the number of directors, may be filled until the next succeeding annual election by the affirmative vote of a majority of the directors then in office, although less than a quorum.  In the event that the board ceases to exist, and there are no members having voting rights, the members without voting rights have the power to elect a new board.
(2)
Appointed directors. Unless the articles of incorporation or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.
(3)
Designated directors. If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles of incorporation or bylaws. In the absence of an applicable article of incorporation or bylaw provision, the vacancy may not be filled by the board.
(4)
When vacancy filled. A vacancy that will occur at a specific later date, because of a resignation effective at a later date under s. 181.0807 (2) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0820 - Regular and special meetings.

181.0820
Regular and special meetings.
(1)
In general. If the time and place of a board meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.
(2)
Location. A board may hold regular or special meetings in or outside of this state.
(3)
Methods of conducting meeting.
(a)
Unless the articles of incorporation or bylaws provide otherwise, the board may permit any or all directors to participate in a regular or special meeting or in a committee meeting of the board 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 or read each other's communications 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 considered to be present in person at the meeting. If requested by a director, minutes of the meeting shall be prepared and distributed to each director.
History:  1997 a. 79; 2003 a. 259.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0821 - Action without meeting.

181.0821
Action without meeting.
(1m)
Definitions. In this section:
(a)
“In writing" or “written" includes a communication that is transmitted or received by electronic means.
(b)
“Sign" includes executing an electronic signature.
(1r)
Method. An action required or permitted to be taken at a board meeting may be taken without a meeting if a consent in writing setting forth the action is signed by all of the directors then in office. If the articles of incorporation or bylaws so provide, an action required or permitted to be taken at a board meeting may be taken by written action signed by two-thirds of the directors then in office.
(2)
Effectiveness. A consent under this section has the same force and effect as a vote of the board of directors taken at a meeting and may be described as such in any articles or document filed with the department under this chapter. The written action is effective when signed by the required number of directors, unless a different effective date and time are specified in the written consent. If written notice is required under sub. (3), the written action shall be effective on the date specified in the written consent or on the 10th day after the date on which written notice under sub. (3) is given, whichever is later.
(3)
Notice; liability. If written action is permitted to be taken by less than all directors, all directors must be noticed immediately of the text of the written consent and of its effective date and time. Failure to provide notice under this section does not invalidate the action taken by written consent under this section. A director who does not sign or consent to the action taken by written consent is not liable for the action.
(4)
Consent effective at future time. 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:  1997 a. 79; 2003 a. 259; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0822 - Call and notice of meetings.

181.0822
Call and notice of meetings.
(1)
Regular meetings. Unless the articles of incorporation, bylaws or sub. (3) provides otherwise, regular meetings of the board may be held without notice.
(2)
Special meetings. Unless the articles of incorporation, bylaws or sub. (3) provides otherwise, special meetings of the board must be preceded by at least 2 days' notice to each director of the date, time and place, but not the purpose, of the meeting.
(3)
Corporations without members. In corporations without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members, shall not be valid unless each director is given at least 7 days' written notice that the matter will be voted upon at a board meeting or unless notice is waived under s. 181.0823.
(4)
Method of giving notice. Unless the articles of incorporation or bylaws provide otherwise, the presiding officer of the board, the president or 20 percent of the directors then in office may call and give notice of a meeting of the board.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0823 - Waiver of notice.

181.0823
Waiver of notice.
(1)
Written waivers. A director may waive any notice required by this chapter, the articles of incorporation or the bylaws before or after the date and time stated in the notice. Except as provided in sub. (2), the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records.
(2)
Effect of attendance or participation. A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director upon arriving at the meeting or before the vote on a matter not noticed in conformity with this chapter, the articles of incorporation or the bylaws objects to lack of notice and does not thereafter vote for or assent to the objected to action.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0824 - Quorum and voting.

181.0824
Quorum and voting.
(1)
Quorum. Except as otherwise provided in this chapter, the articles of incorporation or the bylaws, a quorum of a board consists of a majority of the directors in office immediately before a meeting begins.
(2)
Voting. 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 unless this chapter, the articles of incorporation or the bylaws require the vote of a greater number of directors.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0825 - Committees of the board.

181.0825
Committees of the board.
If the articles of incorporation or bylaws so provide, the board may adopt a resolution designating one or more committees. Each committee shall consist of 3 or more directors elected by the board of directors. To the extent provided by the resolution or in the articles of incorporation or in the bylaws, the committee may exercise the powers of the board with respect to the management of the affairs of the corporation, when the board is not meeting, except for electing officers or the filling of vacancies on the board or on committees created under this section. The board may elect one or more of its members as alternate members of a committee created under this section, who may take the place of absent members at any meeting of the committee. The designation of a committee and the delegation of authority to it does not relieve the board or any director of any responsibility imposed upon the board or director by law.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0831 - Director conflict of interest.

181.0831
Director conflict of interest.
(1)
When contract or transaction is not void or voidable. No contract or other transaction between a corporation and a director, or any entity in which a director is a director or officer or has a material financial interest, is void or voidable because of the relationship or interest or because the director is present at the meeting of the board or a committee that authorizes, approves or ratifies the contract or transaction or because the director's vote is counted for that purpose, if any of the following applies:
(a)
The relationship or interest is disclosed or known to the board or committee that authorizes, approves or ratifies the contract or transaction and the contract or transaction was authorized, approved or ratified by a vote or consent sufficient for the purpose without counting the votes or consents of interested directors.
(b)
The fact of such relationship or interest is disclosed or known to the members entitled to vote and they authorize, approve or ratify that contract or transaction by vote or written consent.
(c)
The contract or transaction is fair and reasonable to the corporation.
(2)
Quorum requirements. Common and interested directors may be counted in determining the presence of a quorum at a meeting of the board or a committee that authorizes, approves or ratifies a contract or transaction under sub. (1).
(3)
Additional requirements. The articles of incorporation, the bylaws or a resolution of the board may impose additional requirements on conflict of interest transactions.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0832 - Loans to directors and officers.

181.0832
Loans to directors and officers.
(1)
Requirements for loan or guarantee. Except as provided in sub. (3), a corporation may not lend money to or guarantee the obligation of a director or officer of the corporation unless any of the following occurs:
(a)
The particular loan or guarantee is approved by the members.
(b)
The corporation's board 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)
Effect of violations. A violation of this section does not affect the borrower's liability on the loan.
(3)
Limited applicability. This section does not apply to an advance to a director or officer that is permitted by s. 181.0874 or 181.0877 (3) or that is made to defray expenses incurred by the director or officer in the ordinary course of the corporation's business.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0833 - Liability for unlawful distributions.

181.0833
Liability for unlawful distributions.
(1)
When liable. Except as provided in sub. (3), a director who votes for or assents to a distribution made in violation of subch. XIII 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 subch. XIII or the articles of incorporation, if it is established that the director's vote or assent constitutes conduct described by s. 181.0855 (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)
Right to contribution. 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 member, for the amount that the member accepted knowing that the distribution was made in violation of subch. XIII or the articles of incorporation.
(3)
When proceeding barred. A proceeding under this section is barred unless it is brought within 2 years after the date on which the distribution was made.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0840 - Officers.

181.0840
Officers.
(1)
Principal officers. Unless otherwise provided in the articles of incorporation or bylaws, a corporation shall have a president, a secretary, a treasurer and such other officers as are appointed by the board.
(2)
Assistant officers. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board.
(3)
Multiple offices. The same individual may simultaneously hold more than one office in a corporation.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0841 - Duties and authority of officers and agents.

181.0841
Duties and authority of officers and agents.
Each officer or agent has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0843 - Resignation and removal of officers.

181.0843
Resignation and removal of officers.
(1)
Resignation. An officer may resign at any time by delivering notice to the corporation that complies with s. 181.0141. 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 board, or the officer authorized by the bylaws or the board to appoint the resigning officer, may fill the pending vacancy before the effective date if the appointment provides that the successor may not take office until the effective date.
(2)
Removal. The board may remove any officer and, unless restricted by the bylaws or by the board, an officer may remove any officer or assistant officer appointed by that officer under s. 181.0840 (2), at any time, with or without cause and notwithstanding the contract rights, if any, of the officer removed.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0844 - Contract rights of officers.

181.0844
Contract rights of officers.
(1)
Effect of appointment. The appointment of an officer does not itself create contract rights.
(2)
Effect of removal or resignation. Except as provided in s. 181.0843 (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:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0850 - Reliance by directors or officers.

181.0850
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, any of which may be written or oral, formal or informal, including financial statements and other financial data, if prepared or presented by any of the following:
(1)
Officers and employees. 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)
Professionals and experts. Legal counsel, certified public accountants licensed or certified under ch. 442, or other persons as to matters the director or officer believes in good faith are within the person's professional or expert competence.
(3)
Committees. 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:  1997 a. 79; 2001 a. 16.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0853 - Consideration of interests in addition to members' interests.

181.0853
Consideration of interests in addition to members' 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 members, consider the following:
(1)
Employees, suppliers and customers. The effects of the action on employees, suppliers and customers of the corporation.
(2)
Communities. The effects of the action on communities in which the corporation operates.
(3)
Other. Any other factors that the director or officer considers pertinent.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0855 - Limited liability of directors and officers.

181.0855
Limited liability of directors and officers.
(1)
In general. Except as provided in subs. (2) and (3), a director or officer is not liable to the corporation, its members or creditors, or any person asserting rights on behalf of the corporation, its members or creditors, or any other person, 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 or officer, 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 members in connection with a matter in which the director or officer has a material conflict of interest.
(b)
A violation of 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.
(c)
A transaction from which the director or officer derived an improper personal profit or benefit.
(d)
Willful misconduct.
(2)
Exceptions. Except as provided in sub. (3), this section does not apply to any of the following:
(a)
A civil, criminal, administrative or investigatory proceeding brought by or on behalf of any governmental unit, authority or agency.
(b)
A proceeding brought by any person for a violation of state or federal law where the proceeding is brought pursuant to an express private right of action created by state or federal statute.
(c)
The liability of a director under ss. 181.0832 and 181.0833.
(3)
Governmental entity acting in capacity as private party. Subsection (2) (a) and (b) does not apply to a proceeding brought by a governmental unit, authority or agency in its capacity as a private party or contractor.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0860 - Statements of changes in directors or principal officers.

181.0860
Statements of changes in directors or principal officers.
(1)
Changes in directors or principal officers. 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 of 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)
Resignation notices. A director who resigns under s. 181.0807 or a principal officer who resigns under s. 181.0843 (1) may file a copy of the resignation notice with the department.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0871 - Definitions applicable to indemnification and insurance provisions.

181.0871
Definitions applicable to indemnification and insurance provisions.
In ss. 181.0871 to 181.0889:
(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" means any of the following:
(a)
An individual who is or was a director or officer of a corporation.
(b)
An individual who, while a director or officer of a 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 a 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 individual 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 any 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:  1997 a. 79; 2003 a. 139.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0872 - Mandatory indemnification.

181.0872
Mandatory indemnification.
(1)
In general. 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)
Exceptions.
(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 members 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 or benefit.
4.
Willful misconduct.
(b)
Determination of whether indemnification is required under this subsection shall be made under s. 181.0873.
(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)
Written request required. A director or officer who seeks indemnification under this section shall make a written request to the corporation.
(4)
Limitation by articles of incorporation.
(a)
Indemnification under this section is not required to the extent limited by the articles of incorporation under s. 181.0875.
(b)
Indemnification under this section is not required if the director or officer has previously received indemnification, reimbursement or allowance of expenses from any person, including the corporation, in connection with the same proceeding.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0873 - Determination of right to indemnification.

181.0873
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. 181.0872 (2) shall select one of the following means for determining his or her right to indemnification:
(1)
Board of director vote. 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 a 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)
Independent legal counsel. 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)
Arbitrators. 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)
Members. By an affirmative vote of members with voting rights, if any. Membership rights 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)
Court. By a court under s. 181.0879.
(6)
Other methods. By any other method provided for in any additional right to indemnification permitted under s. 181.0877.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0874 - Allowance of expenses as incurred.

181.0874
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)
Written affirmation. 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)
Repayment undertaking. 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. 181.0873 that indemnification under s. 181.0872 (2) is not required and that indemnification is not ordered by a court under s. 181.0879 (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:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0875 - Corporation may limit indemnification.

181.0875
Corporation may limit indemnification.
(1)
Methods of limiting obligation. A corporation's obligations to indemnify under s. 181.0872 may be limited as follows:
(a)
If the corporation is incorporated on or after June 13, 1987, by the articles of incorporation, including any amendments or restatements of the articles of incorporation.
(b)
If the corporation was incorporated before June 13, 1987, by an amendment to, or restatement of, the articles of incorporation which becomes effective on or after June 13, 1987.
(2)
Applicability. A limitation under sub. (1) applies if the first alleged act of a director or officer for which indemnification is sought occurred while the limitation was in effect.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0877 - Additional rights to indemnification and allowance of expenses.

181.0877
Additional rights to indemnification and allowance of expenses.
(1)
Additional rights to indemnification. Except as provided in sub. (2), ss. 181.0872 and 181.0874 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, after notice, adopted by a majority vote of members who are entitled to vote.
(2)
When prohibited. 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. 181.0872 (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)
Applicability. Sections 181.0871 to 181.0883 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:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0879 - Court-ordered indemnification.

181.0879
Court-ordered indemnification.
(1)
Application to court. 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. 181.0873 (5) or for review by the court of an adverse determination under s. 181.0873 (1), (2), (3), (4) or (6). After receipt of an application, the court shall give any notice it considers necessary.
(2)
Standards used by court. The court shall order indemnification if it determines any of the following:
(a)
That the director or officer is entitled to indemnification under s. 181.0872 (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. 181.0872 (2).
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0881 - Indemnification and allowance of expenses of employees and agents.

181.0881
Indemnification and allowance of expenses of employees and agents.
A corporation may indemnify and allow reasonable expenses of an employee or agent who is not a director or officer 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:  1997 a. 79.