Wisconsin Statutes 187.21 – Indemnification of directors and officers
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Terms Used In Wisconsin Statutes 187.21
- Conviction: A judgement of guilt against a criminal defendant.
- Following: when used by way of reference to any statute section, means the section next following that in which the reference is made. See Wisconsin Statutes 990.01
- Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Person: includes all partnerships, associations and bodies politic or corporate. See Wisconsin Statutes 990.01
- Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
- Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
(1) An incorporated Roman Catholic church 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 incorporated Roman Catholic church.
(2)
(a) In cases not included under sub. (1), an incorporated Roman Catholic church may 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 incorporated Roman Catholic church, unless liability was incurred because the director or officer breached or failed to perform a duty he or she owes to the incorporated Roman Catholic church and the breach or failure to perform constitutes any of the following:
1. A willful failure to deal fairly with the incorporated Roman Catholic church or its members in connection with a matter in which the director or officer has a material conflict of interest.
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.
3. A transaction from which the director or officer derived an improper personal profit.
4. Willful misconduct.
(b) Determination of whether an incorporated Roman Catholic church will indemnify a director or officer under this subsection shall be made under s. 187.22.
(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 permitted under this subsection.
(3) A director or officer who seeks indemnification under this section shall make a written request to the incorporated Roman Catholic church.
(4)
(a) The obligation of an incorporated Roman Catholic church to indemnify under sub. (1) and its authority to indemnify under sub. (2) may be limited by its articles of incorporation under s. 187.24.
(b) A director or officer may not seek indemnification under this section if the director or officer has previously received indemnification or allowance of expenses from any person, including the incorporated Roman Catholic church, in connection with the same proceeding.