186.07(3)(a)(a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting or in a committee meeting of the board of directors, including a meeting of the executive committee, in any manner described in
par. (b). Unless the articles of incorporation, bylaws or board of directors provide otherwise, the credit committee may permit any or all members of the committee to participate in a credit committee meeting in any manner described in
par. (b).
186.07(3)(b)
(b) If authorized under
par. (a), the directors or credit committee members may participate in a meeting by, or conduct a meeting through the use of, any means of communication by which any of the following occurs:
186.07(3)(b)1.
1. All participating directors or members may simultaneously hear each other during the meeting.
186.07(3)(b)2.
2. All communication during the meeting is immediately transmitted to each participating director or member, and each participating director or member is able to immediately send messages to all other participating directors or members.
186.07(3)(c)
(c) If a meeting will be conducted through the use of any means described in
par. (b), all participating directors or credit committee members shall be informed that a meeting is taking place at which official business may be transacted. A director or member 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 or member, minutes of the meeting shall be prepared and distributed to each director or member.
186.07(3m)
(3m) Written consent in lieu of meeting. 186.07(3m)(a)(a) Unless the articles of incorporation or bylaws provide otherwise, any action required or permitted by this chapter to be authorized at a board of directors' meeting may be authorized without a meeting if that action is authorized by all directors and is evidenced by one or more written statements, signed by each director, describing and consenting to the action. Such an action has the same effect as an action authorized by unanimous vote at a meeting at which all directors are present and may be described as such in any document.
186.07(3m)(b)
(b) Any action authorized under
par. (a) is effective when the last director signs the statement evidencing his or her consent, unless the statement specifies a different effective date.
186.07(3m)(c)
(c) A credit union shall retain all statements signed by its directors under
par. (a).
186.07(4)
(4) Director eligibility. Eligibility for election to the board of directors shall be prescribed in the bylaws.
186.07(5)
(5) Director removal. The board of directors shall remove a director from the board if any of the following applies:
186.07(5)(a)
(a) The director withdraws from membership in the credit union.
186.07(5)(b)
(b) The director causes a loss to the credit union because of a delinquency or a known conflict of interest.
186.07(5)(c)
(c) The director is unable to be bonded in accordance with the standards set by the board of directors.
186.07(5)(d)
(d) In the judgment of the board of directors, removal of the director is in the best interests of the credit union.
186.07(6)
(6) Removal notice and appeal. A director who is removed under
sub. (5) or
s. 186.071 (2) shall be given notice of removal. The removed director may petition the board of directors to reconsider its decision. If the board of directors does not reinstate the director, the director may appeal the decision of the board of directors to the office of credit unions. If the office of credit unions determines that the removal of the director was improper, the office of credit unions shall order the reinstatement of the director and, if the board of directors has already appointed a person to fill the vacancy created by the removal of the director, the removal of such person.
186.07(7)
(7) Vacancies. Within 60 days after the date of a removal, the board of directors shall appoint a director to fill the vacancy. The appointee shall serve until a successor is elected at the next annual membership meeting.
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 be in that person's personal pecuniary 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.
186.071 History
History: 1995 a. 151;
1997 a. 152.
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 any of the following:
186.082(1)(a)
(a) 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(1)(b)
(b) The Wisconsin credit union savings insurance corporation organized under s.
186.35, 2003 stats.
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(2)(f)
(f) A natural person who was a trustee of the Wisconsin credit union savings insurance corporation organized under s.
186.35, 2003 stats.
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.
