447.17(4)(a)(a) Indemnification under this section is not required to the extent limited by the dental society's articles, constitution or bylaws under
s. 447.23.
447.17(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 dental society, in connection with the same proceeding.
447.17 History
History: 1987 a. 13.
447.17 Annotation
Cooperative indemnification. La Rowe and Weine. WBB Sept. 1988.
447.19
447.19
Determination of right to indemnification. Unless otherwise provided by the articles, constitution or bylaws or by written agreement between the director or officer and the dental society, the director or officer seeking indemnification under
s. 447.17 (2) shall select one of the following means for determining his or her right to indemnification:
447.19(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.
447.19(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.
447.19(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.
447.19(4)
(4) By an affirmative vote of a majority of members who are entitled to vote and who are present in person or represented by proxy at a meeting at which a quorum is present, if there are members having voting rights. Unless the articles, constitution or bylaws provide otherwise, members holding one-tenth of the votes entitled to be cast, present in person or represented by proxy, shall constitute a quorum at a meeting of members. 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.
447.19(6)
(6) By any other method provided for in any additional right to indemnification permitted under
s. 447.25.
447.19 History
History: 1987 a. 13.
447.21
447.21
Allowance of expenses as incurred. Upon written request by a director or officer who is a party to a proceeding, a dental society may pay or reimburse his or her reasonable expenses as incurred if the director or officer provides the dental society with all of the following:
447.21(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 dental society.
447.21(2)
(2) A written undertaking, executed personally or on his or her behalf, to repay the allowance and, if required by the dental society, to pay reasonable interest on the allowance to the extent that it is ultimately determined under
s. 447.19 that indemnification under
s. 447.17 (2) is not required and that indemnification is not ordered by a court under
s. 447.27 (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.
447.21 History
History: 1987 a. 13.
447.23
447.23
Dental society may limit indemnification. 447.23(1)
(1) A dental society's obligations to indemnify under
s. 447.17 may be limited as follows:
447.23(1)(a)
(a) If the dental society is organized before June 13, 1987, except as provided in
s. 447.12 (4), by an amendment to its articles, constitution or bylaws which becomes effective on or after June 13, 1987.
447.23(1)(b)
(b) If the dental society is organized on or after June 13, 1987, except as provided in
s. 447.12 (4), by its articles, constitution or bylaws, including any amendments to its articles, constitution or bylaws.
447.23(2)
(2) 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.
447.23 History
History: 1987 a. 13.
447.25
447.25
Additional rights to indemnification and allowance of expenses. 447.25(1)(1) Except as provided in
sub. (2),
ss. 447.17 and
447.21 do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under any of the following:
447.25(1)(b)
(b) A written agreement between the director or officer and the dental society.
447.25(1)(d)
(d) A resolution, after notice, adopted by a majority vote of members who are entitled to vote.
447.25(2)
(2) Regardless of the existence of an additional right under
sub. (1), the dental society 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 dental society that the director or officer did not breach or fail to perform a duty he or she owes to the dental society which constitutes conduct under
s. 447.17 (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.
447.25(3)
(3) Sections 447.15 to
447.31 do not affect a dental society's power to pay or reimburse expenses incurred by a director or officer in any of the following circumstances:
447.25(3)(a)
(a) As a witness in a proceeding to which he or she is not a party.
447.25(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 dental society.
447.25 History
History: 1987 a. 13.
447.27
447.27
Court-ordered indemnification. 447.27(1)
(1) Except as provided otherwise by written agreement between the director or officer and the dental society, 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. 447.19 (5) or for review by the court of an adverse determination under
s. 447.19 (1),
(2),
(3),
(4) or
(6). After receipt of an application, the court shall give any notice it considers necessary.
447.27(2)
(2) The court shall order indemnification if it determines any of the following:
447.27(2)(a)
(a) That the director or officer is entitled to indemnification under
s. 447.17 (1) or
(2). If the court also determines that the dental society unreasonably refused the director's or officer's request for indemnification, the court shall order the dental society to pay the director's or officer's reasonable expenses incurred to obtain the court-ordered indemnification.
447.27(2)(b)
(b) That the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, regardless of whether indemnification is required under
s. 447.17 (2).
447.27 History
History: 1987 a. 13.
447.29
447.29
Indemnification and allowance of expenses of employees and agents. A dental society may indemnify and allow reasonable expenses of an employee or agent who is not a director or officer to the extent provided by the articles, constitution or bylaws, by general or specific action of the board of directors or by contract.
447.29 History
History: 1987 a. 13.
447.31
447.31
Insurance. A dental society may purchase and maintain insurance on behalf of an individual who is an employee, agent, director or officer of the dental society against liability asserted against and incurred by the individual in his or her capacity as an employee, agent, director or officer, or arising from his or her status as an employee, agent, director or officer, regardless of whether the dental society is required or authorized to indemnify or allow expenses to the individual against the same liability under
ss. 447.17,
447.21,
447.25 and
447.29.
447.31 History
History: 1987 a. 13.
447.34
447.34
Reliance by directors or officers. Unless the director or officer has knowledge that makes reliance unwarranted, a director or officer of a county or district dental society organized or continued under
s. 447.12 may, in discharging his or her duties to the dental society, rely on information, opinions, reports or statements, any of which may be written or oral, formal or informal, including financial statements and other financial data, if prepared or presented by any of the following:
447.34(1)
(1) An officer or employee of the dental society whom the director or officer believes in good faith to be reliable and competent in the matters presented.
447.34(2)
(2) Legal counsel, public accountants or other persons as to matters the director or officer believes in good faith are within the person's professional or expert competence.
447.34(3)
(3) In the case of reliance by a director, a committee of the board of directors of which the director is not a member if the director believes in good faith that the committee merits confidence.
447.34 History
History: 1987 a. 13.
447.36
447.36
Consideration of interests in addition to members' interests. In discharging his or her duties to a county or district dental society organized or continued under
s. 447.12 and in determining what he or she believes to be in the best interests of the dental society, a director or officer may, in addition to considering the effects of any action on members, consider the following:
447.36(1)
(1) The effects of the action on employees, suppliers and customers of the dental society.
447.36(2)
(2) The effects of the action on communities in which the dental society operates.
447.36(3)
(3) Any other factors the director or officer considers pertinent.
447.36 History
History: 1987 a. 13.
447.38
447.38
Limited liability of directors and officers. 447.38(1)(1) Except as provided in
subs. (2) and
(3), a director or officer of a county or district dental society organized or continued under
s. 447.12 is not liable to the dental society, its members or creditors, or any person asserting rights on behalf of the dental society, its members or creditors, or any other person, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director or officer, unless the person asserting liability proves that the breach or failure to perform constitutes any of the following:
447.38(1)(a)
(a) A wilful failure to deal fairly with the dental society or its members in connection with a matter in which the director or officer has a material conflict of interest.
447.38(1)(b)
(b) 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.
447.38(1)(c)
(c) A transaction from which the director or officer derived an improper personal profit.
447.38(2)
(2) Except as provided in
sub. (3), this section does not apply to any of the following:
447.38(2)(a)
(a) A civil or criminal proceeding brought by or on behalf of any governmental unit, authority or agency.
447.38(2)(b)
(b) A proceeding brought by any person for a violation of state or federal law where the proceeding is brought pursuant to an express private right of action created by state or federal statute.
447.38(3)
(3) Subsection (2) does not apply to a proceeding brought by a governmental unit, authority or agency in its capacity as a private party or contractor.
447.38 History
History: 1987 a. 13.
447.38 Annotation
Cooperative indemnification. La Rowe and Weine. WBB Sept. 1988.
