183.0403(1)(b) (b) “Liabilities" include 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.

183.0403(2) (2) A limited liability company shall indemnify or allow reasonable expenses to and pay liabilities of each member and, if management of the limited liability company is vested in one or more managers, of each manager, incurred with respect to a proceeding if that member or manager was a party to the proceeding in the capacity of a member or manager.

183.0403(3) (3) An operating agreement may alter or provide additional rights to indemnification of liabilities or allowance of expenses to members and managers.

183.0403(4) (4) Notwithstanding subs. (2) and (3), a limited liability company may not indemnify a member or manager for liabilities or permit a member or manager to retain any allowance for expenses provided under those subsections unless it is determined by or on behalf of the limited liability company that the liabilities or expenses did not result from the member's or manager's breach or failure to perform a duty to the limited liability company as provided in s. 183.0402.

183.0403(5)(a) (a) A member or manager who is a party to a proceeding because the person is a member or manager shall be conclusively presumed not to have breached or failed to perform a duty to the limited liability company to the extent that the member or manager has been successful on the merits or otherwise in the defense of the proceeding.

183.0403(5)(b) (b) In situations not described in par. (a), the determination of whether a member or manager, who is a party to a proceeding because the person is a member or manager, has breached or failed to perform a duty to the limited liability company, or whether the liability or expenses resulted from the breach or failure, shall be made by the vote of the members that meets the requirements under s. 183.0404 (1) (a), except that the vote of any member who is a party to the same or a related proceeding shall be excluded unless all members are parties.

183.0404(1)(1) Unless otherwise provided in an operating agreement or this chapter, and subject to sub. (2), an affirmative vote, approval or consent as follows shall be required to decide any matter connected with the business of a limited liability company:

183.0404(1)(a) (a) If management of a limited liability company is reserved to the members, an affirmative vote, approval or consent by members whose interests in the limited liability company represent contributions to the limited liability company of more than 50 percent of the value, as stated in the records required to be kept under s. 183.0405 (1), of the total contributions made to the limited liability company.

183.0404(1)(b) (b) If the management of a limited liability company is vested in one or more managers, the affirmative vote, consent or approval of more than 50 percent of the managers.

183.0404(2) (2) Unless otherwise provided in an operating agreement or this chapter, the affirmative vote, approval or consent of all members shall be required to do any of the following:

183.0404(2)(a) (a) Amend the articles of organization.

183.0404(2)(b) (b) Issue an interest in a limited liability company to any person.

183.0404(2)(c) (c) Adopt, amend or revoke an operating agreement.

183.0404(2)(d) (d) Allow a limited liability company to accept any additional contribution from a member.

183.0404(2)(e) (e) Allow a partial redemption of an interest in a limited liability company under s. 183.0603.

183.0404(2)(f) (f) Value the contributions of members under s. 183.0501 (2).

183.0404(2)(fm) (fm) Convert to a new form of business entity under s. 183.1207.

183.0404(2)(g) (g) Authorize a manager, member or other person to do any act on behalf of the limited liability company that contravenes an operating agreement, including any provision of the operating agreement that expressly limits the purpose or business of the limited liability company or the conduct of the business of the limited liability company.

183.0404(3) (3) Unless otherwise provided in an operating agreement, if any member is precluded from voting with respect to a given matter, then the value of the contribution represented by the interest in the limited liability company with respect to which the member would otherwise have been entitled to vote shall be excluded from the total contributions made to the limited liability company for purposes of determining the 50 percent threshold under sub. (1) (a) for that matter.

183.0404(4) (4) Unless otherwise provided in an operating agreement or this chapter, if all or part of an interest in the limited liability company is assigned under s. 183.0704, all of the following apply:

183.0404(4)(a) (a) The assigning member shall be considered the owner of the assigned interest for purposes of determining the 50 percent threshold under sub. (1) (a) until the assignee of the interest in the limited liability company becomes a member under s. 183.0706.

183.0404(4)(b) (b) If the assigning member ceases to be a member of the limited liability company, and until the assignee of the interest in the limited liability company becomes a member under s. 183.0706, the contribution represented by the assigned interest shall be excluded from the total contributions made to the limited liability company for purposes of determining the 50 percent threshold under sub. (1) (a).