(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, settle- ments, 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.
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