Form 8-K BAYLAKE CORP For: Oct 20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 20, 2015

BAYLAKE CORP.

(Exact name of registrant as specified in its charter)

                    (920) 743-5551                   

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 20, 2015, the Board of Directors (the “Board”) of Baylake Corp. (the “Company”) adopted amendments to Article X of the Company’s By-Laws to provide that the Company, rather than Baylake Bank (the “Bank”), shall provide indemnification to directors and officers of the Company in connection with service as a director or officer of the Company, subject to the limitations set forth therein. The amendments also permit the Company, rather than the Bank, to indemnify employees or agents of the Company with respect to actions taken or failed to be taken in their capacity as agents or employees of the Company.  The amendments to Article X also make certain technical changes to references to the Wisconsin Business Corporation Law rather than the Wisconsin Banking Law.  The full text of the amended provisions is attached hereto as Exhibit 3.1 and incorporated herein by reference.

On October 2, 2015, the Company filed a current report on Form 8-K disclosing the Board’s approval of amendments to Article X of the Company’s By-Laws, identical to those described above, noting that the Board had approved the amendments on September 23, 2015.  Due to an administrative error, the Board’s approval on September 23, 2015 did not conform to the technical requirements of the Company’s By-Laws and therefore the amendments to Article X were not effectively adopted on September 23, 2015 as previously indicated.      

Item 9.01

Exhibits.

(d)  Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  October 21, 2015

BAYLAKE CORP.

By:  /s/ Kevin L. LaLuzerne                                

Kevin L. LaLuzerne

Senior Vice President and Chief Financial

Officer

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EXHIBIT INDEX

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Exhibit 3.1

ARTICLE X

10.01

Right to Indemnification.  Each o O fficer and d D irector shall be indemnified by the Bank Corporation to the fullest extent permitted by law, or as may hereafter be increased by amendment thereto, for all reasonable expenses, including attorney's fees, disbursements, charges and other costs, and against all liability, including judgments, penalties, assessments, fines or forfeitures, and other obligations incurred by, imposed upon, or asserted against such officer or director in connection with any civil, criminal, investigative, or administrative action or proceeding brought or threatened against him or her by reason of his or her being or having been an officer or director of the Bank Corporation; provided, however, that in situations other than a successful defense, such officer or director shall not be indemnified where the expense or liability arises from a breach or failure to perform a duty and such breach or failure to perform constitutes (a) a willful failure to deal fairly with the Bank Corporation in connection with a matter in which there is a material conflict of interest, (b) a violation of criminal law, unless the officer or director had reasonable cause to believe the conduct was lawful and did not have reasonable cause to believe that the conduct was unlawful, (c) a transaction from which the officer or director derived an improper personal benefit, or (d) willful misconduct.  Subject to Section s 221.29 and 221.31 180.0853, Wisconsin Statutes, an officer or director shall be entitled to reimbursement for reasonable expenses incurred in defense against actions or proceedings upon (a) written affirmation of good faith belief that he or she has not breached or failed to perform any duty to the bank Corporation, and (b) a written undertaken undertaking to repay any amounts for which the Corporation Bank determines that indemnification is not permitted under this A a rticle or Chapter 180 of the Wisconsin Statutes.   Any officer or director seeking indemnification under this article shall select a means for determining his or her rights thereunder in accordance with Section 180.046, Wisconsin Statutes.  However, the section shall not apply to conduct within the scope of Section 221.41, Wisconsin Statutes.

10.02

Right to Legal Proceedings.  If any claim made under this A a rticle is not paid by the Bank Corporation within thirty days following written notice, an officer or director may institute legal proceedings against the Bank Corporation upon such claim and, if successful, the claimant shall be entitled to be paid thereon.  However, it shall be a defense to any such action that the claimant has not met the standard of conduct set forth under this A a rticle or Chapter 180 of the Wisconsin Statutes which permit the Bank Corporation to indemnify the officer or director for the amount claimed, but the burden of proving such defense shall be upon the bank Corporation.

10.03

Employees and Agents.  The bank Corporation, by resolution of the Board of Directors, may, upon such terms as the Board deems appropriate, indemnify and permit reasonable expenses of any employee or agent of the Corporation Bank with respect to actions taken or failed to be taken in his or her capacity as an employee or agent of the Bank Corporation.

10.04

Contract Rights.  All rights established under this Article shall be deemed a contract between the Bank Corporation and the officer, director, employee, or agent pursuant to which the parties intend to be legally bound.  Any repeal, amendment, or modification of this A a rticle shall be prospective, applying only to conduct occurring thereafter, and shall not a e ffect any rights or obligations then existing.

10.05

Scope.  The rights granted under this A a rticle shall not be deemed exclusive of any other rights to which an officer or director may be entitled under any statute, agreement, or otherwise.  Indemnification of any payment of expenses provided hereunder shall continue to a person who has ceased to be an officer or director in respect to the matters arising prior to such time and, further, shall inure enear to the benefit of the heirs, administrators, and personal representatives of such person.

10.06

Insurance.  The Corporation bank may purchase and maintain insurance, at its expense, to protect itself and any person provided for hereunder against any liability asserted against that person or incurred by that person in any such capacity, or arising out of that person's status, whether or not the Bank Corporation would have the power to indemnify such person against that expense, liability, or other loss under this A a rticle.