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22(2) Location. A board may hold regular or special meetings in or outside of this
23state.
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24(3) Methods of conducting meeting. (a) Unless the articles of incorporation
25or bylaws provide otherwise, the board may permit any or all directors to participate
1in a regular or special meeting or in a committee meeting of the board by, or to conduct
2the meeting through the use of, any means of communication by which any of the
3following occurs:
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1. All participating directors may simultaneously hear each other during the
5meeting.
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2. All communication during the meeting is immediately transmitted to each
7participating director, and each participating director is able to immediately send
8messages to all other participating directors.
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(b) If a meeting will be conducted through the use of any means described in
10par. (a), all participating directors shall be informed that a meeting is taking place
11at which official business may be transacted. A director participating in a meeting
12by any means described in par. (a) is considered to be present in person at the
13meeting. If requested by a director, minutes of the meeting shall be prepared and
14distributed to each director.
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15181.0821 Action without meeting. (1) Method. An action required or
16permitted to be taken at a board meeting may be taken without a meeting if a consent
17in writing setting forth the action is signed by all of the directors then in office. If
18the articles of incorporation so provide, an action required or permitted to be taken
19at a board meeting may be taken by written action signed by two-thirds of the
20directors then in office.
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21(2) Effectiveness. A consent under this section has the same force and effect
22as a vote of the board of directors taken at a meeting and may be described as such
23in any articles or document filed with the department under this chapter. The
24written action is effective when signed by the required number of directors, unless
25a different effective date and time are specified in the written consent. If written
1notice is required under sub. (3), the written action shall be effective on the date
2specified in the written consent or on the 10th day after the date on which written
3notice under sub. (3) is given, whichever is later.
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4(3) Notice; liability. If written action is permitted to be taken by less than all
5directors, all directors must be noticed immediately of the text of the written consent
6and of its effective date and time. Failure to provide notice under this section does
7not invalidate the action taken by written consent under this section. A director who
8does not sign or consent to the action taken by written consent is not liable for the
9action.
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10181.0822 Call and notice of meetings. (1) Regular meetings. Unless the
11articles of incorporation, bylaws or sub. (3) provides otherwise, regular meetings of
12the board may be held without notice.
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13(2) Special meetings. Unless the articles of incorporation, bylaws or sub. (3)
14provides otherwise, special meetings of the board must be preceded by at least 2 days'
15notice to each director of the date, time and place, but not the purpose, of the meeting.
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16(3) Corporations without members. In corporations without members, any
17board action to remove a director or to approve a matter that would require approval
18by the members if the corporation had members, shall not be valid unless each
19director is given at least 7 days' written notice that the matter will be voted upon at
20a board meeting or unless notice is waived under s. 181.0823.
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21(4) Method of giving notice. Unless the articles of incorporation or bylaws
22provide otherwise, the presiding officer of the board, the president or 20% of the
23directors then in office may call and give notice of a meeting of the board.
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24181.0823 Waiver of notice. (1) Written waivers. A director may waive any
25notice required by this chapter, the articles of incorporation or the bylaws before or
1after the date and time stated in the notice. Except as provided in sub. (2), the waiver
2must be in writing, signed by the director entitled to the notice, and filed with the
3minutes or the corporate records.
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4(2) Effect of attendance or participation. A director's attendance at or
5participation in a meeting waives any required notice of the meeting unless the
6director upon arriving at the meeting or before the vote on a matter not noticed in
7conformity with this chapter, the articles of incorporation or the bylaws objects to
8lack of notice and does not thereafter vote for or assent to the objected to action.
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9181.0824 Quorum and voting. (1) Quorum. Except as otherwise provided
10in this chapter, the articles of incorporation or the bylaws, a quorum of a board
11consists of a majority of the directors in office immediately before a meeting begins.
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12(2) Voting. If a quorum is present when a vote is taken, the affirmative vote
13of a majority of directors present is the act of the board unless this chapter, the
14articles of incorporation or the bylaws require the vote of a greater number of
15directors.
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16181.0825 Committees of the board. If the articles of incorporation or bylaws
17so provide, the board may adopt a resolution designating one or more committees.
18Each committee shall consist of 3 or more directors elected by the board of directors.
19To the extent provided by the resolution or in the articles of incorporation or in the
20bylaws, the committee may exercise the powers of the board with respect to the
21management of the affairs of the corporation, when the board is not meeting, except
22for electing officers or the filling of vacancies on the board or on committees created
23under this section. The board may elect one or more of its members as alternate
24members of a committee created under this section, who may take the place of absent
25members at any meeting of the committee. The designation of a committee and the
1delegation of authority to it does not relieve the board or any director of any
2responsibility imposed upon the board or director by law.
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3181.0831 Director conflict of interest. (1) When contract or transaction
4is not void or voidable. No contract or other transaction between a corporation and
5a director, or any entity in which a director is a director or officer or has a material
6financial interest, is void or voidable because of the relationship or interest or
7because the director is present at the meeting of the board or a committee that
8authorizes, approves or ratifies the contract or transaction or because the director's
9vote is counted for that purpose, if any of the following applies:
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(a) The relationship or interest is disclosed or known to the board or committee
11that authorizes, approves or ratifies the contract or transaction and the contract or
12transaction was authorized, approved or ratified by a vote or consent sufficient for
13the purpose without counting the votes or consents of interested directors.
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(b) The fact of such relationship or interest is disclosed or known to the
15members entitled to vote and they authorize, approve or ratify that contract or
16transaction by vote or written consent.
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(c) The contract or transaction is fair and reasonable to the corporation.
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18(2) Quorum requirements. Common and interested directors may be counted
19in determining the presence of a quorum at a meeting of the board or a committee
20that authorizes, approves or ratifies a contract or transaction under sub. (1).
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21(3) Additional requirements. The articles of incorporation, the bylaws or a
22resolution of the board may impose additional requirements on conflict of interest
23transactions.
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24181.0832 Loans to directors and officers. (1) Requirements for loan or
25guarantee. Except as provided in sub. (3), a corporation may not lend money to or
1guarantee the obligation of a director or officer of the corporation unless any of the
2following occurs:
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(a) The particular loan or guarantee is approved by the members.
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(b) The corporation's board determines that the loan or guarantee benefits the
5corporation and either approves the specific loan or guarantee or a general plan
6authorizing loans and guarantees.
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7(2) Effect of violations. A violation of this section does not affect the
8borrower's liability on the loan.
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9(3) Limited applicability. This section does not apply to an advance to a
10director or officer that is permitted by s. 181.0874 or 181.0877 (3) or that is made to
11defray expenses incurred by the director or officer in the ordinary course of the
12corporation's business.
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13181.0833 Liability for unlawful distributions. (1) When liable. Except
14as provided in sub. (3), a director who votes for or assents to a distribution made in
15violation of subch. XIII or the articles of incorporation is personally liable to the
16corporation for the amount of the distribution that exceeds what could have been
17distributed without violating subch. XIII or the articles of incorporation, if it is
18established that the director's vote or assent constitutes conduct described by s.
19181.0855 (1) (a), (b), (c) or (d). In any proceeding brought under this section, a
20director has all of the defenses ordinarily available to a director.
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21(2) Right to contribution. A director who is liable under sub. (1) for an
22unlawful distribution is entitled to contribution from all of the following persons:
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(a) Every other director who could be held liable under sub. (1) for the unlawful
24distribution.
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1(b) Each member, for the amount that the member accepted knowing that the
2distribution was made in violation of subch. XIII or the articles of incorporation.
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3(3) When proceeding barred. A proceeding under this section is barred unless
4it is brought within 2 years after the date on which the distribution was made.
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5181.0840 Officers. (1) Principal officers. Unless otherwise provided in the
6articles of incorporation or bylaws, a corporation shall have a president, a secretary,
7a treasurer and such other officers as are appointed by the board.
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8(2) Assistant officers. A duly appointed officer may appoint one or more
9officers or assistant officers if authorized by the bylaws or the board.
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10(3) Multiple offices. The same individual may simultaneously hold more than
11one office in a corporation.
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12181.0841 Duties and authority of officers and agents. Each officer or
13agent has the authority and shall perform the duties set forth in the bylaws or, to the
14extent consistent with the bylaws, the duties and authority prescribed in a resolution
15of the board or by direction of an officer authorized by the board to prescribe the
16duties and authority of other officers.
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17181.0843 Resignation and removal of officers. (1) Resignation. An officer
18may resign at any time by delivering notice to the corporation that complies with s.
19181.0141. The resignation is effective when the notice is delivered, unless the notice
20specifies a later effective date and the corporation accepts the later effective date.
21If a resignation is effective at a later date, the board, or the officer authorized by the
22bylaws or the board to appoint the resigning officer, may fill the pending vacancy
23before the effective date if the appointment provides that the successor may not take
24office until the effective date.
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1(2) Removal. The board may remove any officer and, unless restricted by the
2bylaws or by the board, an officer may remove any officer or assistant officer
3appointed by that officer under s. 181.0840 (2), at any time, with or without cause
4and notwithstanding the contract rights, if any, of the officer removed.
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5181.0844 Contract rights of officers. (1) Effect of appointment. The
6appointment of an officer does not itself create contract rights.
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7(2) Effect of removal or resignation. Except as provided in s. 181.0843 (2),
8an officer's resignation or removal is subject to any remedies provided by any
9contract between the officer and the corporation or otherwise provided by law.
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10181.0850 Reliance by directors or officers. Unless the director or officer
11has knowledge that makes reliance unwarranted, a director or officer, in discharging
12his or her duties to the corporation, may rely on information, opinions, reports or
13statements, any of which may be written or oral, formal or informal, including
14financial statements and other financial data, if prepared or presented by any of the
15following:
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16(1) Officers and employes. An officer or employe of the corporation whom the
17director or officer believes in good faith to be reliable and competent in the matters
18presented.
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19(2) Professionals and experts. Legal counsel, public accountants or other
20persons as to matters the director or officer believes in good faith are within the
21person's professional or expert competence.
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22(3) Committees. In the case of reliance by a director, a committee of the board
23of directors of which the director is not a member if the director believes in good faith
24that the committee merits confidence.
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1181.0853 Consideration of interests in addition to members' interests. 2In discharging his or her duties to the corporation and in determining what he or she
3believes to be in the best interests of the corporation, a director or officer may, in
4addition to considering the effects of any action on members, consider the following:
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5(1) Employes, suppliers and customers. The effects of the action on employes,
6suppliers and customers of the corporation.
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7(2) Communities. The effects of the action on communities in which the
8corporation operates.
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9(3) Other. Any other factors that the director or officer considers pertinent.
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10181.0855 Limited liability of directors and officers. (1) In general. 11Except as provided in subs. (2) and (3), a director or officer is not liable to the
12corporation, its members or creditors, or any person asserting rights on behalf of the
13corporation, its members or creditors, or any other person, for damages, settlements,
14fees, fines, penalties or other monetary liabilities arising from a breach of, or failure
15to perform, any duty resulting solely from his or her status as a director or officer,
16unless the person asserting liability proves that the breach or failure to perform
17constitutes any of the following:
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(a) A wilful failure to deal fairly with the corporation or its members in
19connection with a matter in which the director or officer has a material conflict of
20interest.
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(b) A violation of criminal law, unless the director or officer had reasonable
22cause to believe that his or her conduct was lawful or no reasonable cause to believe
23that his or her conduct was unlawful.
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(c) A transaction from which the director or officer derived an improper
25personal profit or benefit.
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1(d) Wilful misconduct.
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2(2) Exceptions. Except as provided in sub. (3), this section does not apply to
3any of the following:
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(a) A civil, criminal, administrative or investigatory proceeding brought by or
5on behalf of any governmental unit, authority or agency.
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(b) A proceeding brought by any person for a violation of state or federal law
7where the proceeding is brought pursuant to an express private right of action
8created by state or federal statute.
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(c) The liability of a director under ss. 181.0832 and 181.0833.
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10(3) Governmental entity acting in capacity as private party. Subsection (2)
11(a) and (b) does not apply to a proceeding brought by a governmental unit, authority
12or agency in its capacity as a private party or contractor.
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13181.0860 Statements of changes in directors or principal officers. (1) 14Changes in directors or principal officers. Whenever initial directors and
15principal officers are selected, or changes are made in the directors or principal
16officers of a corporation, the corporation may file with the department a statement
17that includes the names and addresses of all of the directors or principal officers, or
18both if there have been changes in both. The information in the statement shall be
19current as of the date on which the statement is signed on behalf of the corporation.
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20(2) Resignation notices. A director who resigns under s. 181.0807 or a
21principal officer who resigns under s. 181.0843 (1) may file a copy of the resignation
22notice with the department.
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23181.0871 Definitions applicable to indemnification and insurance
24provisions. In ss. 181.0871 to 181.0883:
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1(1) "Corporation" means a domestic corporation and any domestic or foreign
2predecessor of a domestic corporation where the predecessor corporation's existence
3ceased upon the consummation of a merger or other transaction.
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4(2) "Director or officer" means any of the following:
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(a) An individual who is or was a director or officer of a corporation.
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(b) An individual who, while a director or officer of a corporation, is or was
7serving at the corporation's request as a director, officer, partner, trustee, member
8of any governing or decision-making committee, manager, employe or agent of
9another corporation or foreign corporation, limited liability company, partnership,
10joint venture, trust or other enterprise.
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(c) An individual who, while a director or officer of a corporation, is or was
12serving an employe benefit plan because his or her duties to the corporation also
13impose duties on, or otherwise involve services by, the individual to the plan or to
14participants in or beneficiaries of the plan.
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(d) Unless the context requires otherwise, the estate or personal representative
16of a director or officer.
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17(3) "Expenses" include fees, costs, charges, disbursements, attorney fees and
18any other expenses incurred in connection with a proceeding.
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19(4) "Liability" includes the obligation to pay a judgment, settlement, penalty,
20assessment, forfeiture or fine, including any excise tax assessed with respect to an
21employe benefit plan, and reasonable expenses.
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22(5) "Party" includes an individual who was or is, or who is threatened to be
23made, a named defendant or respondent in a proceeding.
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24(6) "Proceeding" means any threatened, pending or completed civil, criminal,
25administrative or investigative action, suit, arbitration or other proceeding, whether
1formal or informal, which involves foreign, federal, state or local law and which is
2brought by or in the right of the corporation or by any other person.
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3181.0872 Mandatory indemnification.
(1) In general. A corporation shall
4indemnify a director or officer, to the extent that he or she has been successful on the
5merits or otherwise in the defense of a proceeding, for all reasonable expenses
6incurred in the proceeding if the director or officer was a party because he or she is
7a director or officer of the corporation.
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8(2) Exceptions. (a) In cases not included under sub. (1), a corporation shall
9indemnify a director or officer against liability incurred by the director or officer in
10a proceeding to which the director or officer was a party because he or she is a director
11or officer of the corporation, unless liability was incurred because the director or
12officer breached or failed to perform a duty that he or she owes to the corporation and
13the breach or failure to perform constitutes any of the following:
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1. A wilful failure to deal fairly with the corporation or its members in
15connection with a matter in which the director or officer has a material conflict of
16interest.
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2. A violation of the criminal law, unless the director or officer had reasonable
18cause to believe that his or her conduct was lawful or no reasonable cause to believe
19that his or her conduct was unlawful.
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3. A transaction from which the director or officer derived an improper personal
21profit or benefit.
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4. Wilful misconduct.
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(b) Determination of whether indemnification is required under this
24subsection shall be made under s. 181.0873.
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1(c) The termination of a proceeding by judgment, order, settlement or
2conviction, or upon a plea of no contest or an equivalent plea, does not, by itself, create
3a presumption that indemnification of the director or officer is not required under
4this subsection.
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5(3) Written request required. A director or officer who seeks indemnification
6under this section shall make a written request to the corporation.
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7(4) Limitation by articles of incorporation. (a) Indemnification under this
8section is not required to the extent limited by the articles of incorporation under s.
9181.0875.
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(b) Indemnification under this section is not required if the director or officer
11has previously received indemnification, reimbursement or allowance of expenses
12from any person, including the corporation, in connection with the same proceeding.
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13181.0873 Determination of right to indemnification. Unless otherwise
14provided by the articles of incorporation or bylaws or by written agreement between
15the director or officer and the corporation, the director or officer seeking
16indemnification under s. 181.0872 (2) shall select one of the following means for
17determining his or her right to indemnification:
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18(1) Board of director vote. By a majority vote of a quorum of the board of
19directors consisting of directors who are not at the time parties to the same or related
20proceedings. If a quorum of disinterested directors cannot be obtained, by a majority
21vote of a committee duly appointed by the board of directors and consisting solely of
222 or more directors who are not at the time parties to the same or related proceedings.
23Directors who are parties to the same or related proceedings may participate in the
24designation of members of the committee.
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1(2) Independent legal counsel. By independent legal counsel selected by a
2quorum of the board of directors or its committee in the manner prescribed in sub.
3(1) or, if unable to obtain such a quorum or committee, by a majority vote of the full
4board of directors, including directors who are parties to the same or related
5proceedings.
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6(3) Arbitrators. By a panel of 3 arbitrators consisting of one arbitrator selected
7by those directors entitled under sub. (2) to select independent legal counsel, one
8arbitrator selected by the director or officer seeking indemnification and one
9arbitrator selected by the 2 arbitrators previously selected.
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10(4) Members. By an affirmative vote of members with voting rights, if any.
11Membership rights owned by, or voted under the control of, persons who are at the
12time parties to the same or related proceedings, whether as plaintiffs or defendants
13or in any other capacity, may not be voted in making the determination.
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14(5) Court. By a court under s. 181.0879.