13-5-423. Liability of directors, managers and officers.
(a) Except as provided in this section, no director, manager or officer of any supervised trust company may be held individually liable to any person for participating in or consenting to any act or failure to act in the conduct of trust company business unless the act or failure to act:
(i) Constitutes misconduct, a breach of duty or a failure to perform that is:
(A) Criminal, unless the director, manager or officer had a good faith and reasonable belief that the conduct was lawful; or
(B) Willful, reckless or undertaken in bad faith that resulted in fraud, self-dealing or unlawful personal benefit.
(ii) Is a proximate cause of the damage incurred; and
(iii) Is established by clear and convincing evidence.
(b) No director, manager or officer of any supervised trust company shall incur any individual liability that exceeds subsection (a) of this section unless that individual liability is expressly authorized under the organizational instrument, governing documents, resolutions of the supervised trust company or by a valid written agreement between the director, manager or officer incurring individual liability and the parties in controversy.
(c) This chapter shall not supersede, modify or supplement the standards of conduct and indemnity provisions for directors, managers and officers under the Wyoming Business Corporation Act and the Wyoming Limited Liability Company Act.
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