221.0618 Limited liability of directors.
(1) In general. Except as provided in sub. (2) or s. 221.0803, a director is not liable to the bank, its shareholders, or any person asserting rights on behalf of the bank 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 bank 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 had 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) Articles of incorporation may limit. A bank 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: 1995 a. 336.
Structure Wisconsin Statutes & Annotations
Wisconsin Statutes & Annotations
221.0203 - Certificate of authority.
221.0204 - Temporary organization.
221.0206 - Articles of incorporation.
221.0209 - Prohibition on transacting business.
221.0210 - Publication of charter.
221.0211 - Amendment of articles of incorporation.
221.0212 - Restated articles of incorporation.
221.0214 - Amendment of bylaws by board of directors or shareholders.
221.0217 - Reorganization of a state bank as a national bank.
221.0218 - Reorganization of a national bank as a state bank.
221.0219 - Conversion of a credit union to a state bank.
221.0302 - Branch banks and other facilities.
221.0303 - Customer bank communications terminals.
221.0305 - Memberships and investments in federal reserve bank.
221.0306 - Memberships and investments in federal home loan bank.
221.0307 - Memberships and investments in other state and federal agencies.
221.0308 - Benefits under federal law; Federal Deposit Insurance Corporation.
221.0309 - Investments in international banking and financial institutions.
221.0310 - Federal National Mortgage Association.
221.0311 - Investments in agricultural credit corporations.
221.0312 - Investments in development companies.
221.0313 - Information to division; stock holdings.
221.0314 - Sale of U.S. bonds.
221.0315 - Insurance activities.
221.0317 - Securitization of assets.
221.0318 - Notes and debentures.
221.0320 - Limit of loans and investments.
221.0321 - Other loans and investments.
221.0322 - Additional banking authority.
221.0323 - Bank purchase of its own stock.
221.0324 - Assets not to be pledged as security.
221.0329 - Savings promotion prize programs.
221.0404 - Deceptive or misleading use of bank name, logo, or symbol.
221.0501 - Quorum and voting requirements for voting groups.
221.0502 - Greater or lower quorum or greater voting requirements.
221.0503 - Bylaw fixing quorum or voting requirements for shareholders.
221.0504 - Number of shareholders.
221.0505 - Issued and outstanding shares.
221.0508 - Form and content of certificates.
221.0509 - Restriction on transfer of shares and other securities.
221.0513 - Shareholder action without a meeting.
221.0515 - Disclosure to shareholders.
221.0518 - Shareholders' list for meeting.
221.0520 - Shares held by nominees.
221.0521 - Acceptance of instruments showing shareholder action.
221.0522 - Voting for directors; cumulative voting.
221.0525 - Shares of stock, when not transferable.
221.0526 - Stock control of bank or trust company bank by other corporation.
221.0601 - Requirement for and duties of board of directors.
221.0602 - Qualifications of directors.
221.0603 - Number and election of directors.
221.0604 - Election of directors by certain classes of shareholders.
221.0605 - Terms of directors generally.
221.0606 - Staggered terms of directors.
221.0607 - Resignation of directors.
221.0608 - Removal of directors by shareholders.
221.06105 - Board action without a meeting.
221.0611 - Response to examination.
221.0616 - Reliance by directors or officers.
221.0617 - Consideration of interests in addition to shareholders' interests.
221.0618 - Limited liability of directors.
221.0619 - Director conflict of interest.
221.0621 - Duties of officers.
221.0622 - Resignation and removal of officers.
221.0623 - Contract rights of officers.
221.0624 - Signature of officers.
221.0625 - Loans to bank officials; penalty.
221.0626 - Definitions applicable to indemnification and insurance provisions.
221.0627 - Mandatory indemnification.
221.0628 - Bank may limit indemnification.
221.0629 - Allowance of expenses as incurred.
221.0630 - Court-ordered indemnification.
221.0631 - Determination of right to indemnification.
221.0632 - Indemnification and allowance of expenses of employees and agents.
221.0634 - Additional rights to indemnification and allowance of expenses.
221.0635 - Indemnification and insurance against securities law claims.
221.0637 - Bank officers and employees not to take commissions.
221.0702 - Consolidation or merger of banks.
221.0703 - Cancellation of charter of merged bank.
221.0707 - Dissent by shareholders and beneficial shareholders.
221.0708 - Notice of dissenters' rights.
221.0709 - Notice of intent to demand payment.
221.0710 - Dissenters' notice.
221.0711 - Duty to demand payment.
221.0712 - Restriction on uncertificated shares.
221.0714 - Failure to take action.
221.0715 - After-acquired shares.
221.0716 - Procedure if dissenter is dissatisfied with payment or offer.
221.0718 - Court costs and counsel fees.
221.0802 - Banks may be placed in hands of division.
221.0803 - Charter, how forfeited.
221.0901 - Acquisitions of banks and bank holding companies.
221.0903 - In-state branches maintained by out-of-state banks.
221.0904 - Out-of-state banks establishing branches.
221.1005 - Refusal to permit inspection.
221.1006 - Fees for certified copies.
221.1007 - Legal process; how served.
221.1101 - Bank service corporations.