181.0824(2)(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.
181.0824 HistoryHistory: 1997 a. 79.
181.0825181.0825Committees 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.
181.0825 HistoryHistory: 1997 a. 79.
181.0831181.0831Director conflict of interest.
181.0831(1)(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:
181.0831(1)(a)(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.
181.0831(1)(b)(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.
181.0831(1)(c)(c) The contract or transaction is fair and reasonable to the corporation.
181.0831(2)(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).
181.0831(3)(3)Additional requirements. The articles of incorporation, the bylaws or a resolution of the board may impose additional requirements on conflict of interest transactions.
181.0831 HistoryHistory: 1997 a. 79.
181.0832181.0832Loans to directors and officers.
181.0832(1)(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:
181.0832(1)(a)(a) The particular loan or guarantee is approved by the members.
181.0832(1)(b)(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.
181.0832(2)(2)Effect of violations. A violation of this section does not affect the borrower’s liability on the loan.
181.0832(3)(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.
181.0832 HistoryHistory: 1997 a. 79.
181.0833181.0833Liability for unlawful distributions.
181.0833(1)(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.
181.0833(2)(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:
181.0833(2)(a)(a) Every other director who could be held liable under sub. (1) for the unlawful distribution.
181.0833(2)(b)(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.
181.0833(3)(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.
181.0833 HistoryHistory: 1997 a. 79.
181.0840181.0840Officers.
181.0840(1)(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.
181.0840(2)(2)Assistant officers. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board.