§ 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.