Wisconsin § 148.23 - Limited liability of directors and officers.

§ 148.23. Limited liability of directors and officers.

148.23(1) (1) Except as provided in subs. (2) and (3) , a director or officer is not liable to the medical society, its members or creditors, or any person asserting rights on behalf of the medical society, its members or creditors, or any other person, 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 or officer, unless the person asserting liability proves that the breach or failure to perform constitutes any of the following: 148.23(1)(a) (a) A willful failure to deal fairly with the medical society or its members in connection with a matter in which the director or officer has a material conflict of interest. 148.23(1)(b) (b) A violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful. 148.23(1)(c) (c) A transaction from which the director or officer derived an improper personal profit. 148.23(1)(d) (d) Willful misconduct. 148.23(2) (2) Except as provided in sub. (3) , this section does not apply to any of the following: 148.23(2)(a) (a) A civil or criminal proceeding brought by or on behalf of any governmental unit, authority or agency. 148.23(2)(b) (b) A proceeding brought by any person for a violation of state or federal law where the proceeding is brought pursuant to an express private right of action created by state or federal statute. 148.23(3) (3) Subsection (2) does not apply to a proceeding brought by a governmental unit, authority or agency in its capacity as a private party or contractor. 148.23 History History: 1987 a. 13 . 148.23 Annotation Cooperative indemnification. La Rowe and Weine. WBB Sept. 1988. Down Down /statutes/statutes/148 true statutes /statutes/statutes/148/23 Chs. 145-160, Public Health statutes/148.23 statutes/148.23 section true Menu » Statutes Related » Statutes » Chapter 148 × Details for PDF view Link (Permanent link) Bookmark this location View toggle Go to top of document Search in this chapter Search in this section Search in this agency Search in this chapter group Search in this chapter Search in this section Cross references for section Acts affecting this section References to this 1970 Statutes Annotations Appellate Court Citations Administrative Code Index Reference lines Clear highlighting 2023-24 Wisconsin Statutes updated through 2025 Wis. Act 247 and through all Supreme Court Orders and Controlled Substances Board Orders filed before and in effect on August 5, 2026. Published and certified under s. 35.18. Changes effective after August 5, 2026, are designated by NOTES. (Published 8-5-26)