187.14(3) (3) The members present at any such meeting shall determine by resolution with what other society, or societies, a consolidation is to be effected.
187.14(4) (4) The members present at any such meeting of any such society after a resolution has been adopted to consolidate with one or more other societies as herein provided, shall choose from its members three representatives to be known as "joint commissioners" to meet with a similar number of such "joint commissioners" from any other society, or societies, with which it is proposed to consolidate, and such "joint commissioners" shall have the following powers and perform the following duties:
187.14(4)(a) (a) Said joint commissioners, or a majority of them, shall have the power to decide by what corporate name the consolidated society shall be known;
187.14(4)(b) (b) Said joint commissioners, or a majority of them, may make, sign and acknowledge a certificate of consolidation, which certificate may be substantially as follows:
Know all by these presents: That the undersigned, duly appointed joint commissioners of .... of .... , Wisconsin, and .... of .... , Wisconsin, to effect a consolidation of said incorporated religious societies, do hereby certify that, pursuant to the authority in us vested, we have consolidated and do hereby consolidate the above named .... of .... , Wisconsin, and .... of .... , Wisconsin, into one religious society of the .... (church, sect, denomination or other description), located in the .... of .... , county of .... , and state of Wisconsin, which consolidated society shall be known and incorporated by the name of ....
In witness whereof, we have hereunto set our hands and seals this .... day of .... , .... (year)
(Acknowledged)
(Signed) .... (Seal)
187.14(4)(c) (c) The certificate, together with a certified copy of the resolution from each society authorizing the consolidation, shall be recorded in the office of the register of deeds of the county in which the newly consolidated society is located. When so recorded, the consolidated society shall be an incorporated religious society under and by virtue of the laws of this state and shall have all the powers and be subject to all the obligations of religious societies as prescribed by this chapter.
187.14(5) (5) Said joint commissioners shall, as soon as practicable after such consolidation, call a meeting of all the members of the consolidated society at which meeting said consolidated society shall adopt whatever bylaws may be necessary and elect all necessary officers and transact any other business necessary or proper for the new corporation. Until such officers have been elected, said joint commissioners shall be the governing board of said consolidated society, and shall have the power to do anything necessary or proper to fully effect the consolidation or anything immediately necessary for the good of said society.
187.14(6) (6) When the incorporation of a consolidated society is completed as provided in this section, the consolidated society is vested with all the temporalities and property, real or personal, of the constituent societies. Any gifts, grants, devises, or bequests accruing to either of the former societies after the completion of the incorporation of the consolidated society, or to the consolidated society, by whatever name designated, are valid and shall pass to and vest in the consolidated society. No gift, grant, devise, or bequest given to either one of the former societies shall fail, but instead the consolidated society shall take the gift, grant, devise, or bequest as either of the former societies would have.
187.14 History History: 1975 c. 94 s. 91 (8); 1979 c. 89; 1997 a. 250; 2001 a. 103.
187.15 187.15 Methodist property.
187.15(1)(1) All trustees who have been, or may hereafter be chosen or appointed in any society or by any conference of The Methodist Church, (known in this state prior to 1939 as the Methodist Episcopal Church) according to the rules and discipline of said church and their successors in office, appointed as aforesaid, shall be persons in law, capable of contracting and being contracted with, suing and being sued, and defending and being defended in all suits and actions whatsoever, both in law and in equity, and shall have power to receive, acquire, hold, possess and enjoy in trust for The Methodist Church, any bequests, lands, tenements and hereditaments, and to use, administer, sell, mortgage and convey the same, in the manner provided in said rules and discipline for the proper benefit of said church.
187.15(2) (2) Whenever a vacancy shall occur in any such board or boards of trustees, by death, resignation, removal from the society or conference, or otherwise, such vacancy shall be filled according to the rules and discipline of said church.
187.15(3) (3) All bequests, lands, tenements and hereditaments that now are or may hereafter be held, received or acquired by any trustee or trustees, in trust for The Methodist Church in this state, for the purposes of religious worship, residences for their pastor or pastors, district superintendents or bishops, burying ground, or for other religious, educational or recreational purposes, shall, with the proceeds, avails, improvements and appurtenances thereof, descend to and be held by such trustee or trustees as may from time to time be chosen or appointed according to the rules and discipline of said church.
187.15(4) (4) Whenever any local Methodist church or society shall become defunct or be dissolved the rights, privileges and title to the property thereof, both real and personal, shall vest in the annual conference and be administered according to the rules and discipline of said church.
187.15(5) (5) All corporations of the Methodist Episcopal Church and The Methodist Church heretofore organized or attempted to be organized in accordance with chapter 89, laws of 1849, chapter 292, laws of 1864, chapter 123 of the private and local laws of 1872, and chapter 379 of the private and local laws of 1868, as amended by chapter 385, laws of 1885, and chapter 158, laws of 1923, and all such corporations organized in substantially the same manner as provided in this section, shall be valid corporations from and after the date of such organization or attempted organization and be subject to the jurisdiction and discipline of said Methodist Church.
187.15 Annotation A resolution by a local congregation to disavow themselves from the United Methodist Conference and to rescind all relations, and a further resolution not to honor financial obligations to the conference and to negotiate dissolution with the conference, "dissolved' the congregation under sub. (4). Title to the local church property vested in the conference although the congregation continued to function. United Methodist Church, Inc. v. Culver, 2001 WI 55, 243 Wis. 2d 394, 627 N.W.2d 469, 99-1522.
187.16 187.16 Salvation Army.
187.16(1)(1) Incorporation. Any corps of the Salvation Army in the state of Wisconsin may become incorporated as a charitable, educational, missionary, philanthropic, beneficial and religious organization, by the commander in chief of the Salvation Army in the United States of America and the territorial commander of the central territory of the Salvation Army in the United States of America, together with three other officers or laypersons, members of the said local Salvation Army corps, executing, acknowledging and filing a certificate of incorporation with the department of financial institutions, giving its corporate name, the location of the headquarters of said corps in Wisconsin, the names of the incorporators, its general objects and purposes. Said certificate shall be recorded with the department of financial institutions and a verified copy thereof in the office of the register of deeds in the county wherein the main office of said corps of the Salvation Army is located. When such record is made the corporation shall come into existence and possess the powers and privileges granted to corporations by ch. 181 so far as the same are applicable or necessary to accomplish its purpose, and also such powers as are conferred by this section.
187.16(2) (2)Powers. A Salvation Army corps, incorporated under the provisions of this section, may in particular engage in charitable, educational, missionary, philanthropic, beneficial and religious work of the character that has been and is being conducted by the branch of the Christian church known as The Salvation Army and may do everything and may act and carry on every kind of operation necessary and incidental to the maintenance of such work. Such corporation may receive and hold both real and personal property of and for said The Salvation Army, may execute trusts thereof; may from time to time transact any business and carry on any work or operation in connection with and for the purposes of the foregoing; may enter into, make, perform and carry out contracts of every kind and for any lawful purposes; may issue bonds or obligations of the corporation and secure the same by trust deed, mortgage, pledge or otherwise, if deemed best or necessary by the said corporation and may dispose of the same; may take and hold by lease, gift, purchase, grant, devise or bequest, any property, real, personal or mixed, for the objects of said corporation and issue bonds therefor, and secure the same by mortgage, trust deed or otherwise; may sell, assign, grant or convey any real or personal property by proper written instruments executed either by the trustees of the corporation or by the officers thereof, when the latter have been duly authorized so to act by the trustees; and shall have generally all the rights, privileges, immunities and powers granted to religious corporations in their secular affairs.
187.16(3) (3)Government and officers of the Salvation Army. The commander in chief of the Salvation Army in the United States of America, the territorial commander of the central territory of the Salvation Army in the United States of America, the chief secretary of the central territory of the Salvation Army in the United States of America, the divisional commander of the Salvation Army in the state of Wisconsin and one officer or lay member of the Salvation Army in the United States selected by the commander in chief of the Salvation Army in the United States of America, shall be trustees of such a corporation and the officers and the lay trustee shall together constitute the board of trustees thereof. The 4 first-mentioned officers of the corporation shall be trustees thereof during their term of office, and shall cease to be trustees thereof upon their removal or resignation. The term of office of the 5th trustee shall be one year and may be removed from office at any time by a vote of the 4 first-mentioned officers, or a majority of them. Whenever the office of a trustee becomes vacant a successor shall be appointed from the officers or members of the Salvation Army by the commander in chief of the Salvation Army in the United States of America. No act or proceeding of the trustees of the Salvation Army is valid without the vote of the majority of the trustees of the corporation.
187.16(4) (4)Powers and duties of trustees. The trustees of a corporation, incorporated under this section, shall have the custody and control of all the temporalities and property, real and personal, belonging to the corporation in this state and the revenues therefrom, and shall administer the same in accordance with the discipline, rules and usages of the Salvation Army or the governing body thereof and the provisions of law relating thereto. The board of trustees of the corporation may adopt bylaws for the calling and conduct of the meetings of its members, the government and regulations of the corporation, the management of its property, and the regulation of its affairs. This section does not give to the trustees any control over the policy or control of the religious or ecclesiastical membership of the Salvation Army, or power to dismiss or remove any of its officers or members, or power over any of the spiritual officers of the association, who shall be subject to the rules and discipline of the association laid down by the general of the Salvation Army or his or her successor in office.
187.16(5) (5)Amendment of articles. The articles of incorporation of such corporation may be altered or amended by a two-thirds vote of the trustees of such corporation. When adopted, a copy of such amendment accompanied by certificates signed by the president and secretary of the corporation shall be filed with the department of financial institutions and the original documents shall be recorded with the register of deeds of the county where such corporation shall have its principal office.
187.16 History History: 1979 c. 89, 110; 1993 a. 184, 301; 1995 a. 27.
187.17 187.17 Eastern Orthodox Church.
187.17(1) (1) Definition. As used in this section, the term "Eastern Orthodox Church," also known as the "Greek Orthodox Church" includes the following established and operating jurisdictions of that church:
187.17(1)(a) (a) The jurisdiction of the Orthodox Ecumenical Patriarchate of Constantinople exercised in the Americas including the United States and possessions, by its duly authorized exarch, metropolitan, archbishop or bishop;
187.17(1)(b) (b) The jurisdiction of the apostolic Orthodox Patriarchate of Antioch, exercised in the Americas including the United States and possessions, by its duly authorized exarch, metropolitan, archbishop or bishop;
187.17(1)(c) (c) The jurisdiction of the Patriarchate of Moscow, exercised in the Americas including the United States and possessions, by its duly authorized exarch, metropolitan, archbishop or bishop;
187.17(1)(d) (d) The jurisdiction of the Patriarchate of Alexandria, exercised in the Americas including the United States and possessions, by its duly authorized exarch, metropolitan, archbishop or bishop;
187.17(1)(e) (e) The jurisdiction of the Patriarchate of Yugoslavia (Serbia), exercised in the Americas including the United States and possessions, by its duly authorized exarch, metropolitan, archbishop or bishop;
187.17(1)(f) (f) The jurisdiction of the Patriarchate of Jerusalem, exercised in the Americas including the United States and possessions, by its duly authorized exarch, metropolitan, archbishop or bishop;
187.17(1)(g) (g) The jurisdiction of the autonomous churches which operate in Greece, Yugoslavia (Serbia), Rumania and Bulgaria exercised in the Americas including the United States and possessions, by their duly authorized exarch, metropolitan, archbishop or bishop;
187.17(1)(h) (h) The jurisdiction of the Ukrainian Orthodox Church of the United States of America, exercised in the Americas including the United States and possessions, by its duly authorized exarch, metropolitan, archbishop or bishop.
187.17(2) (2)Governing body. The governing body of the Federated Eastern Orthodox Jurisdictions in America shall consist of trustees of the ecclesiastical heads, also known as hierarchs, the chancellor and the secretary of said federation and not more than 8 additional trustees, communicants of the Eastern Orthodox faith.
187.17(3) (3)Application for incorporation. An unincorporated church, congregation, parish or society of the Eastern Orthodox faith, may apply to the appropriate hierarch, bishop or administrator for permission to incorporate under this chapter. Upon receiving such permission, such body may proceed to incorporate pursuant to s. 187.01.
187.17(4) (4)Government of local churches.
187.17(4)(a)(a) Every church, congregation, parish, society or committee incorporated pursuant to sub. (3) shall recognize and be subject to the jurisdiction and authority of the duly appointed and canonical hierarch, bishop or other administrator; shall accept, secure or receive the sacramental, pastoral or ministerial services of such clergy only as are so certified to be of lawful and canonical status or authority in the Eastern Orthodox Church; shall retain or secure as pastors only such clergy as have, in addition, the permission of the hierarch, bishop or administrator certified to be appropriate; and shall in all respects conform to, maintain and follow the faith, doctrine, ritual, communion, discipline, canon law, traditions and usages of the Eastern Orthodox Church.
187.17(4)(b) (b) Any action of the trustees or parish committees regarding the calling, appointment, removal or compensation of parish clergy shall be subject to approval in writing by the appropriate bishop or administrator exercising jurisdiction.
187.17(4)(c) (c) The trustees of every such incorporated or reincorporated body shall have the custody and control of all the temporalities and property, real and personal, belonging to the corporation together with all revenues therefrom and shall administer the same strictly in accordance with the bylaws of the corporation and the rules, regulations and usages of the orthodox jurisdiction or ecclesiastical governing body to which such church is subject.
187.17(5) (5)Application. This section applies to all churches, congregations, societies, parishes, committees and other local organizations governed by jurisdictions, bishoprics, dioceses, missions of any orthodox patriarchate, synod or national church of the Eastern Orthodox Church of the patriarchates set forth in sub. (1) (a) to (g).
187.19 187.19 Roman Catholic church.
187.19(1) (1) Bishop may incorporate. The provisions of this chapter, except this section and subch. II, shall not apply to or in any manner affect the Roman Catholic church or denomination, or any society or religious corporation now existing or which may be organized in connection therewith. The bishop of each diocese, being the only trustee of each Roman Catholic church in his diocese, may cause any or all congregations therein to be incorporated by adding four more members as trustees as hereinafter provided. The bishop and vicar-general of each diocese, the pastor of the congregation to be incorporated, together with two laypersons, practical communicants of such congregation (the latter to be chosen from and by the congregation), shall be such trustees.
187.19(2) (2)Powers. Such corporation shall assume an appropriate name in its articles of incorporation and may purchase, accept, own and hold property, real and personal, and sell, convey and otherwise dispose of the same and contract debts, all of which shall be done subject to the bylaws and the restrictions hereinafter provided. Such corporation may sue and be sued, have a common seal, which may be changed at pleasure, and do all things necessary for the proper transaction of its business and duties and all things needful in the management of the temporal affairs of the Roman Catholic church of such congregation, and for the benefit thereof and of such members as may become attached and belong to said church in conformity with such rules and regulations as may be established by its bylaws; and also to purchase, own, hold, regulate, control, manage or dispose of any eleemosynary, educational, cemetery, religious or other property which it may acquire in connection with said church and the congregation thereof or be assigned to it by the bishop or other person or persons.
187.19(3) (3)Bishop, vicar-general, pastor. The bishop and vicar-general shall be and remain members of the corporation as long as they shall be and remain respectively bishop and vicar-general of the diocese; and the pastor shall be and remain a member of the corporation so long as the pastor shall be pastor of the congregation; and whenever either or all of them shall cease to be bishop, vicar-general or pastor as aforesaid their respective successors as bishop, vicar-general or pastor shall become their respective successors as members of the corporation, and in like manner they shall have perpetual succession. The bishop and vicar-general or either of them may be represented at any meeting of the congregation or at any meeting of the directors by proxy with like effect as if personally present. The 2 laypersons shall be and remain members of the corporation for the term of 2 years and until their successors, who in all cases shall be laypersons, are chosen or selected as provided by the bylaws. In case of a vacancy in the office of bishop of the diocese the administrator thereof, or such other person as may be appointed according to the rules of the Roman Catholic church to preside over and administer the spiritual and temporal affairs of the diocese, shall be, while he is such administrator or appointee, a member of the corporation in the place and stead of the bishop of the diocese and have the same power and authority in the corporation as the bishop would have.
187.19(4) (4)Officers; bonds. The officers of the corporation shall be a president, vice president, treasurer and secretary. The bishop, a successor or administrator or other person appointed according to the rules of the Roman Catholic church, or administrator for the time being, shall be president; the pastor shall be vice president, and the treasurer and secretary shall be selected or chosen from among the laypersons as provided by the bylaws. In all cases the treasurer shall be required to give bond to the corporation in the sum and with the sureties the directors require, conditioned that the treasurer will faithfully account for and pay over all moneys received as treasurer and otherwise faithfully discharge the duties of the office, which bond shall, before the treasurer enters upon such duties, be approved by the president, vice president and secretary by endorsement made thereon. Whenever the secretary or treasurer, after due notice, neglects or fails to attend the meetings of the directors or attend to the business of the corporation the office shall be declared vacant by the remaining directors and the vacancy be filled by them.
187.19(5) (5)Debts; sale of realty. The bishop or administrator, the vicar-general, pastor, treasurer and secretary shall be directors of the corporation. They may, by a majority vote, contract debts not exceeding in amount the sum of $300. Debts in excess of that sum may be contracted by the consent and vote of all the directors. Such debt may be evidenced by a note or other evidence of debt and may be secured by a mortgage on the property of the corporation, but the note, other evidence of debt or mortgage shall not be construed as implying any covenant for the payment of the sum thereby intended to be secured on the part of any of the directors, but the remedies of the payee or mortgagee named therein shall be confined to the lands and property of the corporation. The real estate of the corporation shall not be sold, mortgaged, encumbered or disposed of in any manner without the vote and consent of all the directors.
187.19(6) (6)Bylaws. The directors, by unanimous vote, may adopt such bylaws, not contrary to the constitution and laws of this state, the statutes of the diocese and the discipline of the Roman Catholic church, as may be deemed necessary for the proper government of such corporation and the management and business thereof or the temporal affairs of such congregation which may become connected therewith or attached thereto. Said bylaws may be altered or amended in the same manner as bylaws are herein required to be adopted and not otherwise; and whenever so adopted or amended shall, before taking effect, be recorded by the secretary in a book to be kept for that purpose and be subscribed to by each of said directors.
187.19(7) (7)Articles to be recorded in office of register of deeds. Whenever any of said congregations have complied with the foregoing provisions, the articles of incorporation thereof shall be made out accordingly, be signed by the president and secretary in the presence of two witnesses, who shall sign their names thereto, and acknowledged before some notary public or other person authorized by law thereto and filed with the department of financial institutions, and recorded in the office of the register of deeds in the county or counties where such corporation may own real estate.
187.19(8) (8)Failure to file or record articles in office of register of deeds not to affect validity. Whenever in the organization of corporations under this section there may have been a failure to record the articles of association or to file a copy thereof in the office of the register of deeds of the proper county, such failure shall not affect the validity of the corporation but the corporation shall be a body corporate from and after the date of the signing of the articles provided that the corporation records the articles or files a copy thereof in the office of the register of deeds of the proper county within 3 months after April 10, 1901.
187.19(9) (9)Amendment of articles. The articles of incorporation of any such congregations may be altered or amended by the unanimous vote of the directors of such corporation. When adopted, duplicate copies of such amendment, each with a certificate thereto affixed, signed by the president and secretary and the other directors, and sealed with the corporate seal, if there be any, stating the fact and date of the adoption of such amendment and that the same was adopted by unanimous vote of the directors of the corporation and that such copy is a true copy of the original, shall be made, and one of such duplicate copies shall be filed with the department of financial institutions and the other shall be recorded in the office of the register of deeds of the county where such corporation is located and in the office of the register of deeds of any other county or counties where the corporation may own real estate.
187.19(10) (10)Dissolution of corporation. Any corporation organized under this section may dissolve by adopting a resolution to that effect by unanimous vote of the directors of such corporation. When adopted, duplicate copies of such resolution of dissolution, each with a certificate thereto affixed, signed by the president and secretary and the other directors, and sealed with the corporate seal, if there be any, stating the fact and date of adoption of such resolution and that the same was adopted by unanimous vote of the directors of the corporation and that such copy is a true copy of the original, shall be made, and one of such duplicate copies shall be filed with the department of financial institutions and the other shall be recorded in the office of the register of deeds of the county where such corporation is located and in the office of the register of deeds of any other county or counties where the corporation may own real estate.
187.19(11) (11)Title to property on dissolution. Whenever any such corporation shall become defunct or be dissolved the property thereof shall vest in the bishop of the diocese in which such corporation is located, and if within three years from the date of such dissolution said congregation be reincorporated in the manner prescribed by this section the said property so belonging to such defunct or dissolved corporation at the time of its dissolution shall vest in such new corporation.
187.19 History History: 1979 c. 110; 1985 a. 332; 1989 a. 306; Stats. 1989 s. 187.19; 1993 a. 184, 301; 1995 a. 27, 260.
subch. II of ch. 187 SUBCHAPTER II
LIABILITY AND INDEMNIFICATION;
ROMAN CATHOLIC CHURCH
187.20 187.20 Indemnification by incorporated Roman Catholic church; definitions. In ss. 187.20 to 187.28:
187.20(1) (1) "Director or officer" means any of the following:
187.20(1)(a) (a) An individual who is serving as a president, vice president, treasurer or secretary of an incorporated Roman Catholic church under s. 187.19 (4) or as a director of an incorporated Roman Catholic church under s. 187.19 (5).
187.20(1)(b) (b) An individual who, while a director or officer of an incorporated Roman Catholic church, is or was serving at the request of the incorporated Roman Catholic church as a director, officer, partner, trustee, member of any governing or decision-making committee, manager, employee or agent of a corporation, limited liability company, partnership, joint venture, trust or other enterprise.
187.20(1)(c) (c) An individual who, while a director or officer of an incorporated Roman Catholic church, is or was serving an employee benefit plan because his or her duties to the incorporated Roman Catholic church also imposed duties on, or otherwise involved services by, the person to the plan or to participants in or beneficiaries of the plan.
187.20(1)(d) (d) Unless the context requires otherwise, the estate or personal representative of a director or officer of an incorporated Roman Catholic church.
187.20(2) (2) "Expenses" includes fees, costs, charges, disbursements, attorney fees and any other expenses incurred in connection with a proceeding.
187.20(3) (3) "Incorporated Roman Catholic church" means a corporation organized under s. 187.19.
187.20(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.
187.20(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.
187.20(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 incorporated Roman Catholic church or by any other person.
187.20 History History: 1989 a. 306; 1993 a. 112; 2003 a. 139.
187.21 187.21 Indemnification of directors and officers.
187.21(1)(1) An incorporated Roman Catholic church 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 incorporated Roman Catholic church.
187.21(2) (2)
187.21(2)(a)(a) In cases not included under sub. (1), an incorporated Roman Catholic church may 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 incorporated Roman Catholic church, unless liability was incurred because the director or officer breached or failed to perform a duty he or she owes to the incorporated Roman Catholic church and the breach or failure to perform constitutes any of the following:
187.21(2)(a)1. 1. A willful failure to deal fairly with the incorporated Roman Catholic church or its members in connection with a matter in which the director or officer has a material conflict of interest.
187.21(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.
187.21(2)(a)3. 3. A transaction from which the director or officer derived an improper personal profit.
187.21(2)(a)4. 4. Willful misconduct.
187.21(2)(b) (b) Determination of whether an incorporated Roman Catholic church will indemnify a director or officer under this subsection shall be made under s. 187.22.
187.21(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 permitted under this subsection.
187.21(3) (3) A director or officer who seeks indemnification under this section shall make a written request to the incorporated Roman Catholic church.
187.21(4) (4)
187.21(4)(a)(a) The obligation of an incorporated Roman Catholic church to indemnify under sub. (1) and its authority to indemnify under sub. (2) may be limited by its articles of incorporation under s. 187.24.
187.21(4)(b) (b) A director or officer may not seek indemnification under this section if the director or officer has previously received indemnification or allowance of expenses from any person, including the incorporated Roman Catholic church, in connection with the same proceeding.
187.21 History History: 1989 a. 306.
187.22 187.22 Determination of voluntary indemnification. Unless otherwise provided by the articles of incorporation or bylaws or by written agreement between the director or officer and the incorporated Roman Catholic church, the director or officer seeking indemnification under s. 187.21 (2) shall select one of the following means for determining whether the incorporated Roman Catholic church will indemnify the director or officer:
187.22(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.
187.22(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.
187.22(3) (3) By an affirmative vote of members as provided in ss. 181.0722 and ss. 181.0723, if there are members having voting rights. Membership 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.
Loading...
Loading...
2011-12 Wisconsin Statutes updated though 2013 Wis. Act 380 and all Supreme Court Orders entered before June 30, 2014. Published and certified under s. 35.18. Changes effective after July 1, 2014 are designated by NOTES. (Published 7-1-14)