186.096 Limited liability of directors and officers.
(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:
(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.
(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.
(c) A transaction from which the director or officer derived an improper personal profit.
(d) Willful misconduct.
(2) Exceptions. Except as provided in sub. (3), this section does not apply to any of the following:
(a) A proceeding brought against a director or officer under s. 186.235 (8), (10) or (11) (b) 1.
(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.
(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.
(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.
History: 1987 a. 13; 1995 a. 151.
Cooperative indemnification. La Rowe and Weine. WBB Sept. 1988.
Structure Wisconsin Statutes & Annotations
Wisconsin Statutes & Annotations
186.015 - Credit union review board.
186.02 - Incorporation, bylaws, amendment, fees.
186.03 - Use of name exclusive.
186.035 - Deceptive or misleading use of credit union name, logo, or symbol.
186.06 - Membership meetings, fiscal year.
186.08 - Officers, management.
186.082 - Definitions applicable to indemnification and insurance provisions.
186.083 - Mandatory indemnification.
186.084 - Determination of right to indemnification.
186.085 - Allowance of expenses as incurred.
186.086 - Credit union may limit indemnification.
186.087 - Additional rights to indemnification and allowance of expenses.
186.088 - Court-ordered indemnification.
186.089 - Indemnification and allowance of expenses of employees and agents.
186.093 - Definitions applicable to liability-related provisions.
186.094 - Reliance by directors or officers.
186.095 - Consideration of interests in addition to members' interests.
186.096 - Limited liability of directors and officers.
186.10 - Minors' rights; shares in trust.
186.112 - Credit union borrowing.
186.113 - Credit union powers.
186.114 - Savings promotion prize programs.
186.115 - Additional credit union authority.
186.116 - Financially related services tie-ins.
186.118 - Incidental powers parity with federal credit unions.
186.12 - Compensation of officers, operation expenses.
186.14 - Expelled member rights and liabilities.
186.19 - Bonding requirements.
186.21 - Credit unions promoted.
186.235 - Office of credit unions.
186.315 - Charter cancellation.
186.32 - Corporate central credit union.
186.325 - National corporate central credit union.
186.34 - Federal share insurance.
186.36 - Sale of insurance in credit unions.
186.41 - Interstate acquisitions and mergers of credit unions.
186.45 - Non-Wisconsin credit union, Wisconsin offices.
186.52 - Customer access to appraisals.
186.53 - Customer access to credit reports.
186.70 - Record search; members' inspection of records.