§ 180.0801 Requirement for and duties of board of directors
§ 180.0802 Qualifications of directors
§ 180.0803 Number and election of directors
§ 180.0804 Election of directors by certain classes of shareholders
§ 180.0805 Terms of directors generally
§ 180.0806 Staggered terms of directors
§ 180.0807 Resignation of directors
§ 180.0808 Removal of directors by shareholders
§ 180.0809 Removal of directors by judicial proceeding
§ 180.0810 Vacancy on board
§ 180.0811 Compensation of directors
§ 180.0820 Meetings
§ 180.0821 Action without meeting
§ 180.0822 Notice of meeting
§ 180.0823 Waiver of notice
§ 180.0824 Quorum and voting
§ 180.0825 Committees
§ 180.0826 Reliance by directors or officers
§ 180.0827 Consideration of interests in addition to shareholders’ interests
§ 180.0828 Limited liability of directors
§ 180.0831 Director conflict of interest
§ 180.0832 Loans to directors
§ 180.0833 Liability for unlawful distributions
§ 180.0840 Officers
§ 180.0841 Duties of officers
§ 180.0843 Resignation and removal of officers
§ 180.0844 Contract rights of officers
§ 180.0850 Definitions applicable to indemnification and insurance provisions
§ 180.0851 Mandatory indemnification
§ 180.0852 Corporation may limit indemnification
§ 180.0853 Allowance of expenses as incurred
§ 180.0854 Court-ordered indemnification
§ 180.0855 Determination of right to indemnification
§ 180.0856 Indemnification and allowance of expenses of employees and agents
§ 180.0857 Insurance
§ 180.0858 Additional rights to indemnification and allowance of expenses
§ 180.0859 Indemnification and insurance against securities law claims
§ 180.0860 Statements of changes in directors or principal

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Terms Used In Wisconsin Statutes > Chapter 180 > Subchapter VIII - Directors and Officers

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Appraisal: A determination of property value.
  • Arrest: Taking physical custody of a person by lawful authority.
  • Attorney-at-law: A person who is legally qualified and licensed to practice law, and to represent and act for clients in legal proceedings.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • Conviction: A judgement of guilt against a criminal defendant.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Executor: A male person named in a will to carry out the decedent
  • 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
  • Forgery: The fraudulent signing or alteration of another's name to an instrument such as a deed, mortgage, or check. The intent of the forgery is to deceive or defraud. Source: OCC
  • Fraud: Intentional deception resulting in injury to another.
  • in writing: includes any representation of words, letters, symbols or figures. See Wisconsin Statutes 990.01
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Officers: when applied to corporations include directors and trustees. See Wisconsin Statutes 990.01
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: includes all partnerships, associations and bodies politic or corporate. See Wisconsin Statutes 990.01
  • Personal representative: means a person, however denominated, who is authorized to administer a decedent's estate. See Wisconsin Statutes 990.01
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Preceding: when used by way of reference to any statute section, means the section next preceding that in which the reference is made. See Wisconsin Statutes 990.01
  • Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
  • Probation: A sentencing alternative to imprisonment in which the court releases convicted defendants under supervision as long as certain conditions are observed.
  • Promulgate: when used in connection with a rule, as defined under…. See Wisconsin Statutes 990.01
  • Property: includes real and personal property. See Wisconsin Statutes 990.01
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Qualified: when applied to any person elected or appointed to office, means that such person has done those things which the person was by law required to do before entering upon the duties of the person's office. See Wisconsin Statutes 990.01
  • Quorum: The number of legislators that must be present to do business.
  • Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. Source: FDIC
  • Restitution: The court-ordered payment of money by the defendant to the victim for damages caused by the criminal action.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • 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
  • Statute: A law passed by a legislature.
  • Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
  • Trustee: A person or institution holding and administering property in trust.
  • Year: means a calendar year, unless otherwise expressed; "year" alone means "year of our Lord". See Wisconsin Statutes 990.01