2010 Wisconsin Code
Chapter 180. Business corporations.
180.0858 Additional rights to indemnification and allowance of expenses.

180.0858

180.0858 Additional rights to indemnification and allowance of expenses.

180.0858(1)

(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:

180.0858(1)(a)

(a) The articles of incorporation or bylaws.

180.0858(1)(b)

(b) A written agreement between the director or officer and the corporation.

180.0858(1)(c)

(c) A resolution of the board of directors.

180.0858(1)(d)

(d) A resolution that is adopted, after notice, by a majority vote of all of the corporation's voting shares then issued and outstanding.

180.0858(2)

(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.

180.0858(3)

(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:

180.0858(3)(a)

(a) As a witness in a proceeding to which he or she is not a party.

180.0858(3)(b)

(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.

180.0858 - ANNOT.

History: 1989 a. 303; 1991 a. 16.

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