186.07(8)(b)
(b) A conflict of interest transaction is not voidable by the credit union solely because of the director's interest in the transaction if any of the following is true:
186.07(8)(b)1.
1. The material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board of directors and the board of directors or committee authorized, approved, or specifically ratified the transaction under par.
(d).
186.07(8)(c)
(c) For purposes of this subsection, the circumstances in which a director of the credit union has an indirect interest in a transaction include a transaction under any of the following circumstances:
186.07(8)(c)1.
1. Another entity in which the director has a material financial interest or in which the director is a general partner is a party to the transaction.
186.07(8)(c)2.
2. Another entity of which the director is a director, officer, or trustee is a party to the transaction and the transaction is or, because of its significance to the credit union, should be considered by the board of directors of the credit union.
186.07(8)(d)
(d) For purposes of par.
(b) 1., a conflict of interest transaction is authorized, approved, or specifically ratified if it receives the affirmative vote of a majority of the directors on the board of directors or on the committee acting on the transaction who have no direct or indirect interest in the transaction. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this subsection. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under par.
(b) 1. if the transaction is otherwise authorized, approved, or ratified as provided in this subsection.
186.071(1)(1)
Oath. Every director, officer, committee member and employee shall sign an oath of office. The oath shall require the director, officer, committee member and employee to do all of the following:
186.071(1)(a)
(a) Keep confidential the financial affairs of credit union members, unless state and federal laws, security requirements or sound lending practices permit disclosure.
186.071(1)(b)
(b) Keep confidential the records and accounts of the credit union and the deliberations of the board of directors unless state or federal law permits disclosure.
186.071(1)(c)
(c) Familiarize themselves with the credit union laws, bylaws, rules and policies.
186.071(1)(d)
(d) Avoid initiating or participating in any insider dealings using credit union funds or the credit union's power or authority.
186.071(1)(e)
(e) Avoid initiating or participating in any action that may present to that person a personal conflict of interest.
186.071(2)
(2)
Removal for violation. If an individual refuses to sign the oath of office or knowingly and willfully violates the oath of office, the board shall remove that individual as a director, officer or committee member or shall direct that the individual be terminated as an employee.
186.08
186.08
Officers, management. 186.08(1)(1)
Management. At its first meeting following the annual membership meeting, the board of directors shall elect from its number a chairperson and one or more vice chairpersons, a secretary of the board and a treasurer of the board. Any 2 or more offices of the board may be held by the same person, except the offices of chairperson and vice chairperson and the offices of chairperson and secretary. The board of directors shall have the general oversight and final decision-making authority over the affairs, funds and records of the credit union, and shall meet as often as may be necessary. The president of the credit union shall be the chief executive officer of the credit union and shall be in active charge of managing the credit union's day-to-day operations.
186.08(1m)
(1m)
Board duties. The board's duties include all of the following:
186.08(1m)(a)
(a) Acting on all applications for membership, unless the board delegates that responsibility.
186.08(1m)(c)
(c) Setting the type and amount of bond required for directors, officers and employees.
186.08(1m)(e)
(e) Establishing rates of interest on all loans or authorizing an officer or committee of the credit union to establish interest rates on loans.
186.08(1m)(f)
(f) Establishing conditions applicable to deposit accounts.
186.08(1m)(g)
(g) Establishing rates of interest on all deposit accounts or authorizing an officer or committee of the credit union to establish interest rates on deposit accounts.
186.08(3)
(3)
Executive committee, meetings. The board of directors may appoint an executive committee consisting of at least 3 directors. If an executive committee is appointed, the executive committee shall meet as often as necessary, and the full board of directors shall meet at least quarterly. The board of directors may delegate all or any part of its authority to an executive committee, subject to any conditions or limitations the board may impose.
186.082
186.082
Definitions applicable to indemnification and insurance provisions. In ss.
186.082 to
186.091:
186.082(1)
(1) “Credit union" means a cooperative, nonprofit corporation incorporated under s.
186.02 and any domestic or foreign predecessor of that corporation where the predecessor's existence ceased upon the consummation of a merger or other transaction.
186.082(2)
(2) “Director or officer" means any of the following:
186.082(2)(a)
(a) A natural person who is or was a director or officer of a credit union.
186.082(2)(b)
(b) A natural person who, while a director or officer of a credit union, is or was serving at the credit union's request as a director, officer, partner, trustee, member of any governing or decision-making committee, manager, employee or agent of another credit union or foreign credit union, corporation, limited liability company, partnership, joint venture, trust or other enterprise.
186.082(2)(c)
(c) A natural person who, while a director or officer of a credit union, is or was serving an employee benefit plan because his or her duties to the credit union also imposed duties on, or otherwise involved services by, the person to the plan or to participants in or beneficiaries of the plan.
186.082(2)(d)
(d) Unless the context requires otherwise, the estate or personal representative of a director or officer.
186.082(2)(e)
(e) A natural person who is or was a member of a credit union's credit committee.
186.082(3)
(3) “Expenses" include fees, costs, charges, disbursements, attorney fees and any other expenses incurred in connection with a proceeding.
186.082(4)
(4) “Liability" includes the obligation to pay a judgment, settlement, forfeiture, or fine, including any excise tax assessed with respect to an employee benefit plan, plus costs, fees, and surcharges imposed under ch.
814, and reasonable expenses.
186.082(5)
(5) “Party" means a natural person who was or is, or who is threatened to be made, a named defendant or respondent in a proceeding.
186.082(6)
(6) “Proceeding" means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the credit union or by any other person.
186.083
186.083
Mandatory indemnification. 186.083(1)(1)
Indemnification required. A credit union shall indemnify a director or officer, to the extent he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if the director or officer was a party because he or she is a director or officer of the credit union.
186.083(2)(a)(a) In cases not included under sub.
(1), a credit union shall indemnify a director or officer against liability incurred by the director or officer in a proceeding to which the director or officer was a party because he or she is a director or officer of the credit union, unless liability was incurred because the director or officer breached or failed to perform a duty he or she owes to the credit union and the breach or failure to perform constitutes any of the following:
186.083(2)(a)1.
1. A willful failure to deal fairly with the credit union or its members in connection with a matter in which the director or officer has a material conflict of interest.
186.083(2)(a)2.
2. 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.
186.083(2)(a)3.
3. A transaction from which the director or officer derived an improper personal profit.
186.083(2)(b)
(b) Determination of whether indemnification is required under this subsection shall be made under s.
186.084.
186.083(2)(c)
(c) The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or an equivalent plea, does not, by itself, create a presumption that indemnification of the director or officer is not required under this subsection.
186.083(3)
(3)
Written requests. A director or officer who seeks indemnification under this section shall make a written request to the credit union.
186.083(4)(a)(a) Indemnification under this section is not required to the extent limited by the articles of incorporation under s.
186.086.
186.083(4)(b)
(b) Indemnification under this section is not required if the director or officer has previously received indemnification or allowance of expenses from any person, including the credit union, in connection with the same proceeding.
186.083 History
History: 1987 a. 13;
1995 a. 151.
186.083 Annotation
Cooperative indemnification. La Rowe and Weine. WBB Sept. 1988.
186.084
186.084
Determination of right to indemnification. Unless otherwise provided by the articles of incorporation or bylaws or by written agreement between the director or officer and the credit union, the director or officer seeking indemnification under s.
186.083 (2) shall select one of the following means for determining his or her right to indemnification:
186.084(1)
(1) By majority vote of a quorum of the board of directors consisting of directors not at the time parties to the same or related proceedings. If a quorum of disinterested directors cannot be obtained, by majority vote of a committee duly appointed by the board of directors and consisting solely of 2 or more directors not at the time parties to the same or related proceedings. Directors who are parties to the same or related proceedings may participate in the designation of members of the committee.
186.084(2)
(2) By independent legal counsel selected by a quorum of the board of directors or its committee in the manner prescribed in sub.
(1) or, if unable to obtain such a quorum or committee, by a majority vote of the full board of directors, including directors who are parties to the same or related proceedings.
186.084(3)
(3) By a panel of 3 arbitrators consisting of one arbitrator selected by those directors entitled under sub.
(2) to select independent legal counsel, one arbitrator selected by the director or officer seeking indemnification and one arbitrator selected by the 2 arbitrators previously selected.
186.084(4)
(4) By an affirmative vote of a majority of members present at an annual meeting or special meeting called for that purpose. Voting rights owned by, or voted under the control of, persons who are at the time parties to the same or related proceedings, whether as plaintiffs or defendants or in any other capacity, may not be voted in making the determination.
186.084(6)
(6) By any other method provided for in any additional right to indemnification permitted under s.
186.087.
186.084 History
History: 1987 a. 13.
186.085
186.085
Allowance of expenses as incurred. Upon written request by a director or officer who is a party to a proceeding, a credit union may pay or reimburse his or her reasonable expenses as incurred if the director or officer provides the credit union with all of the following:
186.085(1)
(1) A written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her duties to the credit union.
186.085(2)
(2) A written undertaking, executed personally or on his or her behalf, to repay the allowance and, if required by the credit union, to pay reasonable interest on the allowance to the extent that it is ultimately determined under s.
186.084 that indemnification under s.
186.083 (2) is not required and that indemnification is not ordered by a court under s.
186.088 (2) (b). The undertaking under this subsection shall be an unlimited general obligation of the director or officer and may be accepted without reference to his or her ability to repay the allowance. The undertaking may be secured or unsecured.
186.085 History
History: 1987 a. 13.
186.086
186.086
Credit union may limit indemnification. 186.086(1)(1)
Limitations. A credit union's obligations to indemnify under s.
186.083 may be limited as follows:
186.086(1)(a)
(a) If the credit union is incorporated on or after June 13, 1987, by the articles of incorporation, including any amendments to the articles of incorporation.
186.086(1)(b)
(b) If the credit union was incorporated before June 13, 1987, by an amendment to the articles of incorporation which becomes effective on or after June 13, 1987, as provided under s.
186.35 (1), 2003 stats., or s.
186.02 (4) (a).
186.086(2)
(2)
Limitation applicability. A limitation under sub.
(1) applies if the first alleged act of a director or officer for which indemnification is sought occurred while the limitation was in effect.
186.087
186.087
Additional rights to indemnification and allowance of expenses. 186.087(1)(1)
Additional rights. Except as provided in sub.
(2), ss.
186.083 and
186.085 do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under any of the following:
186.087(1)(b)
(b) A written agreement between the director or officer and the credit union.
186.087(1)(d)
(d) A resolution, after notice, adopted by a majority vote of members present at an annual meeting or special meeting called for that purpose.
186.087(2)
(2)
Allowance expenses. Regardless of the existence of an additional right under sub.
(1), the credit union may not indemnify a director or officer, or permit a director or officer to retain any allowance of expenses unless it is determined by or on behalf of the credit union that the director or officer did not breach or fail to perform a duty he or she owes to the credit union which constitutes conduct under s.
186.083 (2) (a) 1.,
2.,
3. or
4. A director or officer who is a party to the same or related proceeding for which indemnification or an allowance of expenses is sought may not participate in a determination under this subsection.
186.087(3)
(3)
Other expenses. Sections
186.082 to
186.091 do not affect a credit union's power to pay or reimburse expenses incurred by a director or officer in any of the following circumstances:
186.087(3)(a)
(a) As a witness in a proceeding to which he or she is not a party.
186.087(3)(b)
(b) As a plaintiff or petitioner in a proceeding because he or she is or was an employee, agent, director or officer of the credit union.
186.087 History
History: 1987 a. 13;
1995 a. 151.
186.088
186.088
Court-ordered indemnification. 186.088(1)(1)
Application. Except as provided otherwise by written agreement between the director or officer and the credit union, a director or officer who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. Application shall be made for an initial determination by the court under s.
186.084 (5) or for review by the court of an adverse determination under s.
186.084 (1),
(2),
(3),
(4) or
(6). After receipt of an application, the court shall give any notice it considers necessary.
