Wisconsin Statutes 193.455 – Conduct and liability of directors
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Terms Used In Wisconsin Statutes 193.455
- Following: when used by way of reference to any statute section, means the section next following that in which the reference is made. See Wisconsin Statutes 990.01
- Officers: when applied to corporations include directors and trustees. See Wisconsin Statutes 990.01
- Person: includes all partnerships, associations and bodies politic or corporate. See Wisconsin Statutes 990.01
- State: when applied to states of the United States, includes the District of Columbia, the commonwealth of Puerto Rico and the several territories organized by Congress. See Wisconsin Statutes 990.01
(1) Standard and liability.
193.455(1)(a) (a) A director shall discharge the duties of the office of director in good faith, in a manner the director reasonably believes to be in the best interests of the cooperative, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A director who so performs his or her duties may not be held liable by reason of being or having been a director.
(b) In discharging his or her duties to the cooperative and in determining what he or she believes to be in the best interests of the cooperative, a director may consider any of the following:
1. The effects of the action on employees, suppliers, creditors, and customers of the cooperative.
2. The effects of the action on communities in which the cooperative operates.
3. The effects of the action on members and stockholders.
4. The economy of this state.
5. The long-term and short-term interests of the cooperative and its patron members, including the possibility that these interests may be best served by the continued independence of the cooperative.
6. Any other factors the director considers pertinent.
(2) Reliance.
(a) A director may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following:
1. One or more officers or employees of the cooperative whom the director reasonably believes to be reliable and competent in the matters presented.
2. Counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person’s professional or expert competence.
3. A committee established under s. 193.445 or 193.451 (1) on which the director does not serve, as to matters within its designated authority, if the director reasonably believes the committee to merit confidence.
(b) Paragraph (a) does not apply to a director who has knowledge concerning the matter in question that makes the director’s reliance under par. (a) unwarranted.
(3) Presumption of assent. A director who is present at a meeting of the board when an action is approved by the board is presumed to have assented to the action approved, unless the director is prohibited by a conflict of interest from voting on the action or does any of the following:
(a) Objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and fails to participate in the meeting after the objection.
(b) Votes against the action at the meeting.