Directors of a mutual association. 215.50(1)
The government and management of a mutual association shall be vested in a board of directors, who are charged with the responsibility of compliance with this chapter, orders of the division, rules of the division promulgated under ch. 227
, the articles of incorporation and bylaws of the association, and other laws applicable to savings and loan operations.
(2) Qualifications of directors and composition of the board. 215.50(2)(a)(a)
To qualify as a director of a mutual association, a member must have a savings account in the association, the withdrawal value of which is at least $500. A director automatically ceases to be a director when the withdrawal value of his or her savings account is less than $500.
At least two-thirds of the directors shall reside in this state.
(3) Number of directors.
The board of directors shall consist of such number as designated in the bylaws.
(4) Election of directors.
The directors shall be elected by the members in accordance with the bylaws.
(5) Vacancy on board of directors.
Any vacancy on the board of directors may be filled by the majority vote of the remaining directors in accordance with the bylaws.
(6) Oath of directors.
Upon election, every director shall take and subscribe an oath that the director will diligently and honestly perform the duties of such office and will not knowingly violate or willingly permit to be violated this chapter, any rule of the division, the articles of incorporation or bylaws under which the association operates, or any other law applicable to savings and loan operations.
(7) Directors to fix compensation.
The compensation of officers, directors, employees and committee members shall be fixed by a majority vote of the board of directors in accordance with the bylaws. In addition, the board of directors may, by resolution, create a fund or join a pension system or enter into deferred compensation agreements for the retirement of its directors, officers and employees, subject to specific, prior approval of the division.
(8) May establish executive committee.
The board of directors may appoint and remove, by resolution, an executive committee, the members of which shall be directors, and which committee shall have the power of the board when not in session.
The board of directors shall hold regular or special meetings in accordance with the bylaws.
Unless the articles of incorporation or bylaws provide otherwise, the board may permit any or all directors to participate in a regular or special meeting or in a committee meeting, including an executive committee meeting, of the board by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs:
All participating directors may simultaneously hear each other during the meeting.
All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.
If a meeting will be conducted through the use of any means described in par. (b)
, all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par. (b)
is deemed to be present in person at the meeting. If requested by a director, minutes of the meeting shall be prepared and distributed to each director.
(10) Promulgation of rules.
The board of directors, may by resolution, adopt rules and regulations for the conduct of business, provided that they are consistent with this chapter, the rules of the division, and the association's articles of incorporation and bylaws.
The board may remove a director who violates this chapter, the rules of the division, the articles of incorporation, the bylaws, orders of the division or any other law applicable to savings and loan operations. The board may remove a director only after affording the director a hearing.
The board may remove any officer of the association who is elected or appointed by the board whenever in its judgment removal is in the best interest of the association.
Officers of a mutual association. 215.51(1)(a)(a)
The general officers of a mutual association shall be:
Such other officers as the directors by resolution designate.
(2) When elected.
Immediately following each annual meeting of members, the directors shall convene and elect general officers for the ensuing year, in accordance with the bylaws.
(3) Duties of officers.
The officers shall, in addition to the duties and functions prescribed in the articles of incorporation and the bylaws, perform such other duties as are delegated by the directors.
(4) Filling vacancies.
Whenever any vacancy occurs in any general office, the directors shall, as soon as practicable, fill such vacancy by an election for the then unexpired term.
History: 1975 c. 359
; Stats. 1975 s. 215.51; 1983 a. 167
Definitions applicable to indemnification and insurance provisions.
In ss. 215.512
"Director or officer" means any of the following:
A natural person who is or was a director or officer of a mutual association.
A natural person who, while a director or officer of a mutual association, is or was serving at the mutual association's request as a director, officer, partner, trustee, member of any governing or decision-making committee, manager, employee or agent of another mutual association or foreign association, corporation, limited liability company, partnership, joint venture, trust or other enterprise.
A natural person who, while a director or officer of a mutual association, is or was serving an employee benefit plan because his or her duties to the mutual association also imposed duties on, or otherwise involved services by, the person to the plan or to participants in or beneficiaries of the plan.
Unless the context requires otherwise, the estate or personal representative of a director or officer.
"Expenses" include fees, costs, charges, disbursements, attorney fees and any other expenses incurred in connection with a proceeding.
"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.
"Mutual association" means a mutual savings and loan association organized under this subchapter and any domestic or foreign predecessor of the mutual association where the predecessor mutual association's existence ceased upon the consummation of a merger or other transaction.
"Party" means a natural person who was or is, or who is threatened to be made, a named defendant or respondent in a proceeding.
"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 mutual association or by any other person.
Mandatory indemnification. 215.513(1)
A mutual association 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 mutual association.
In cases not included under sub. (1)
, a mutual association 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 mutual association, unless liability was incurred because the director or officer breached or failed to perform a duty he or she owes to the mutual association and the breach or failure to perform constitutes any of the following:
A willful failure to deal fairly with the mutual association or its members in connection with a matter in which the director or officer has a material conflict of interest.
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.
A transaction from which the director or officer derived an improper personal profit.
Determination of whether indemnification is required under this subsection shall be made under s. 215.514
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.
A director or officer who seeks indemnification under this section shall make a written request to the mutual association.
Indemnification under this section is not required to the extent limited by the articles of incorporation under s. 215.516
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 mutual association, in connection with the same proceeding.
History: 1987 a. 13
Cooperative indemnification. La Rowe and Weine. WBB Sept. 1988.
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 mutual association, the director or officer seeking indemnification under s. 215.513 (2)
shall select one of the following means for determining his or her right to indemnification:
By majority vote of a quorum of the board 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 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.
By independent legal counsel selected by a quorum of the board 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, including directors who are parties to the same or related proceedings.
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.
By members by an affirmative vote of a majority of votes cast in person or by proxy as provided in s. 215.43 (4)
. 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.
By any other method provided for in any additional right to indemnification permitted under s. 215.517
History: 1987 a. 13
Allowance of expenses as incurred.
Upon written request by a director or officer who is a party to a proceeding, a mutual association may pay or reimburse his or her reasonable expenses as incurred if the director or officer provides the mutual association with all of the following:
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 mutual association.
A written undertaking, executed personally or on his or her behalf, to repay the allowance and, if required by the mutual association, to pay reasonable interest on the allowance to the extent that it is ultimately determined under s. 215.514
that indemnification under s. 215.513 (2)
is not required and that indemnification is not ordered by a court under s. 215.518 (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.
History: 1987 a. 13
Mutual association may limit indemnification. 215.516(1)(1)
A mutual association's obligations to indemnify under s. 215.513
may be limited as follows:
If the mutual association obtains a certificate of incorporation on or after June 13, 1987, by the articles of incorporation, including any amendments to the articles of incorporation.
If the mutual association has obtained a certificate of incorporation before June 13, 1987, by an amendment to the articles of incorporation with an effective date, as provided in s. 215.41 (5)
, on or after June 13, 1987.
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.
History: 1987 a. 13
Additional rights to indemnification and allowance of expenses. 215.517(1)
Except as provided in sub. (2)
, ss. 215.513
do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under any of the following:
A written agreement between the director or officer and the mutual association.
A resolution, after notice, adopted by members by an affirmative vote of a majority of votes cast in person or by proxy as provided in s. 215.43 (4)
Regardless of the existence of an additional right under sub. (1)
, the mutual association 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 mutual association that the director or officer did not breach or fail to perform a duty he or she owes to the mutual association which constitutes conduct under s. 215.513 (2) (a) 1.
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.