148.04(2)(2) “Expenses” include fees, costs, charges, disbursements, attorney fees and any other expenses incurred in connection with a proceeding.

148.04(3)(3) “Liability” includes the obligation to pay a judgment, settlement, penalty, 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.

148.04(4)(4) “Party” means a natural person who was or is, or who is threatened to be made, a named defendant or respondent in a proceeding.

148.04(5)(5) “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 medical society or by any other person.

148.05(1)(1) A medical society 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 medical society.

148.05(2)(a)(a) In cases not included under sub. (1), a medical society 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 medical society, unless liability was incurred because the director or officer breached or failed to perform a duty he or she owes to the medical society and the breach or failure to perform constitutes any of the following:

148.05(2)(a)1.1. A willful failure to deal fairly with the medical society or its members in connection with a matter in which the director or officer has a material conflict of interest.

148.05(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.

148.05(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.

148.05(3)(3) A director or officer who seeks indemnification shall make a written request to the medical society.

148.05(4)(a)(a) Indemnification under this section is not required to the extent limited by the medical society’s constitution or bylaws under s. 148.09.

148.05(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 medical society, in connection with the same proceeding.

148.06148.06 Determination of right to indemnification. Unless otherwise provided by the constitution or bylaws or by written agreement between the director or officer and the medical society, the director or officer seeking indemnification under s. 148.05 (2) shall select one of the following means for determining his or her right to indemnification:

148.06(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.

148.06(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.

148.06(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.

148.06(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 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.