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.
186.088(2)
(2) Conditions. The court shall order indemnification if it determines any of the following:
186.088(2)(a)
(a) That the director or officer is entitled to indemnification under
s. 186.083 (1) or
(2). If the court also determines that the credit union unreasonably refused the director's or officer's request for indemnification, the court shall order the credit union to pay the director's or officer's reasonable expenses incurred to obtain the court-ordered indemnification.
186.088(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. 186.083 (2).
186.088 History
History: 1987 a. 13;
1995 a. 151.
186.089
186.089
Indemnification and allowance of expenses of employees and agents. A credit union 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 of incorporation or bylaws, by general or specific action of the board of directors or by contract.
186.089 History
History: 1987 a. 13.
186.091
186.091
Insurance. A credit union may purchase and maintain insurance on behalf of an individual who is an employee, agent, director or officer of the credit union 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 credit union is required or authorized to indemnify or allow expenses to the individual against the same liability under
ss. 186.083,
186.085,
186.087 and
186.089.
186.091 History
History: 1987 a. 13.
186.093(1)
(1) "Credit union" means a cooperative, nonprofit corporation incorporated under
s. 186.02 and the Wisconsin credit union savings insurance corporation organized under s.
186.35, 2003 stats.
186.093(2)
(2) "Director or officer" means a natural person who serves as a director or officer of a credit union, a member of a credit union's credit committee, or a natural person who was a trustee of the Wisconsin credit union savings insurance corporation organized under s.
186.35, 2003 stats.
186.093 History
History: 1987 a. 13;
2005 a. 134.
186.094
186.094
Reliance by directors or officers. Unless the director or officer has knowledge that makes reliance unwarranted, a director or officer, in discharging his or her duties to the credit union, may 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:
186.094(1)
(1) An officer or employee of the credit union whom the director or officer believes in good faith to be reliable and competent in the matters presented.
186.094(2)
(2) Legal counsel, certified public accountants licensed or certified under
ch. 442, or other persons as to matters the director or officer believes in good faith are within the person's professional or expert competence.
186.094(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.
186.094 History
History: 1987 a. 13;
2001 a. 16.
186.095
186.095
Consideration of interests in addition to members' interests. In discharging his or her duties to the credit union and in determining what he or she believes to be in the best interests of the credit union, a director or officer may, in addition to considering the effects of any action on members, consider the following:
186.095(1)
(1) The effects of the action on employees, suppliers, members of the credit union and the public.
186.095(2)
(2) The effects of the action on communities in which the credit union operates.
186.095(3)
(3) Any other factors the director or officer considers pertinent.
186.095 History
History: 1987 a. 13;
1995 a. 151.
186.096
186.096
Limited liability of directors and officers. 186.096(1)(1)
Limited liability. Except as provided in
subs. (2) and
(3), a director or officer is not liable to the credit union, its members or creditors, or any person asserting rights on behalf of the credit union, 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:
186.096(1)(a)
(a) 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.
186.096(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.
186.096(1)(c)
(c) A transaction from which the director or officer derived an improper personal profit.
186.096(2)
(2) Exceptions. Except as provided in
sub. (3), this section does not apply to any of the following:
186.096(2)(b)
(b) A civil or criminal proceeding, other than a proceeding described in
par. (a), brought by or on behalf of any governmental unit, authority or agency.
186.096(2)(c)
(c) 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.
186.096(3)
(3) Applicability to governments. Subsection (2) (b) and
(c) does not apply to a proceeding brought by a governmental unit, authority or agency in its capacity as a private party or contractor.
186.096 History
History: 1987 a. 13;
1995 a. 151.
186.096 Annotation
Cooperative indemnification. La Rowe and Weine. WBB Sept. 1988.
186.098(1)(1)
Loan approval. The credit union may make loans to members upon terms approved by the credit committee, loan officer or board of directors.
186.098(2)
(2) Appeals. A loan applicant may appeal in writing the decision of the credit committee or a loan officer to the president and may appeal in writing the president's decision to the board of directors.
186.098(3)
(3) Loan applications. Every application for a loan shall be documented and acknowledged by the member and shall state the security or collateral offered, if any.
186.098(4)
(4) Board approval. The board of directors or its designee shall act on the applications of credit committee members and loan officers.
186.098(5)
(5) Limits. No loans shall be made to any member in excess of 10% of the credit union's assets, plus the balance of the member's share account pledged as security for the loan. This subsection shall not apply to loans made to member credit unions by a corporate central credit union.
186.098(6)
(6) Policies. The board of directors shall determine policy regarding all of the following:
186.098(6)(c)
(c) Loan approval if a director, officer, credit committee member or employee provides security as a comaker, guarantor, endorser or other form of surety.
186.098(7)
(7) Surety repayment evidence. An endorser, comaker, guarantor or other surety shall provide the credit union with evidence of ability to repay the obligation of the member.
186.098(8)(a)(a) The credit committee or a loan officer may approve, upon its own motion or upon application by a member, an extension of credit, and loans may be granted to the member within the limit of the extension of credit. The credit committee or loan officers shall review all extensions of credit in accordance with written policies adopted by the board of directors.
186.098(8)(b)
(b) A credit union may utilize credit cards, including point-of-purchase credit, if the credit committee or loan officer, upon its or his or her own motion or upon application by a member, has predetermined the extent of credit extension.
186.098(9m)
(9m) Participation loans. A credit union may participate with other lenders in a loan of any type that the credit union may otherwise make.
186.098(10)
(10) Loans to members secured by mortgages. Loans to members secured by mortgages on real estate may be made subject to the rules prescribed by the office of credit unions. Such loans may provide for additional advances, but any additional advance made to a member, if the mortgage and mortgage note so provide, may not exceed an amount specified in the mortgage.
186.098(11)
(11) Guaranteed loans. A credit union may make loans to members that are guaranteed or insured by the federal government, any state or any federal or state agency. Loans under this subsection may be made under the conditions required for the insurance or guarantee.
186.098(12)
(12) Loans to members. A credit union may make loans to members secured by assignment or transfer of stock certificates or other evidence of the borrower's ownership interest in a corporation formed for the cooperative ownership of real estate.
Sections 846.10 and
846.101, as they apply to a foreclosure of a mortgage involving a one-family residence, apply to a proceeding to enforce the lender's rights in security given for a loan under this subsection. The office of credit unions shall promulgate joint rules with the division of banking that establish procedures for enforcing a lender's rights in security given for a loan under this subsection.
186.098(13)(a)(a) Subject to any limitation on security interests identified in
s. 422.417 (3) and if the loan agreement or endorsement permits it, a credit union shall have a lien on the share deposits and deposit accounts and accumulated dividends of a member for any amount owed the credit union by the member and for any loan endorsed by the member. Upon the default of the owner of the account in an obligation owed to the credit union, the credit union shall have a right of immediate setoff for each share deposit and deposit account unless prohibited under
12 CFR 226.12 (d). If the loan is a consumer credit transaction as defined in
s. 421.301 (10),
ss. 425.104 and
425.105 apply to a default under this paragraph. The credit union may also refuse to allow withdrawals from any share deposit or deposit account in an amount not to exceed any delinquent obligation to the credit union.
186.098(13)(b)
(b) The credit union may waive its rights to a lien, to immediate setoff or to restrict withdrawals or to any combination of these rights for any share deposit or deposit account.
186.098 Cross-reference
Cross-reference: See s.
138.053 for interest adjustment clauses and s.
138.055 for variable rate contracts.
186.098 Cross-reference
Cross-reference: See also chs.
DFI-CU 54 and
69, Wis. adm. code.
186.10
186.10
Minors' rights; shares in trust. 186.10(1)
(1)
Minors' shares. Shares may be issued in the name of a minor, and may be withdrawn by such minor or by the minor's agent under
subch. I of ch. 705. Minors' eligibility to vote at the meetings of the members is at the discretion of the board of directors.
186.10(2)
(2) Shares in trust. Shares may be issued in trust, subject to any conditions prescribed in the bylaws. Share accounts and deposit accounts may be held by a member in trust for a beneficiary, held by a nonmember in trust for a beneficiary who is a member or held by a nonmember custodian for a member under
ss. 54.854 to
54.898.
186.11(1)(1)
General. The board of directors may invest credit union funds in any of the following:
186.11(1)(a)
(a) United States government direct and agency obligations.
186.11(1)(c)
(c) A corporate central credit union organized under
s. 186.32 or under any other state or federal law.
