A credit union may indemnify any and all of its directors, committee members, officers or employees or former directors, committee members, officers or employees against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them, are made a party or parties by reason of being or having been a director, committee member, officer or employee of the credit union, except in relation to matters as to which any such director, committee member, officer or employee shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability.