185.034 Definitions applicable to indemnification and insurance provisions. In ss. 185.034 to 185.042:

(1) “Cooperative" means a domestic cooperative and any domestic or foreign predecessor of a domestic cooperative where the predecessor cooperative's existence ceased upon the consummation of a merger or other transaction.

(2) “Director or officer" means any of the following:

(a) A natural person who is or was a director or officer of a cooperative.

(b) A natural person who, while a director or officer of a cooperative, is or was serving at the cooperative's request as a director, officer, partner, trustee, member of any governing or decision-making committee, manager, employee or agent of an association, corporation, limited liability company, partnership, joint venture, trust or other enterprise.

(c) A natural person who, while a director or officer of a cooperative, is or was serving an employee benefit plan because his or her duties to the cooperative also imposed duties on, or otherwise involved services by, the person to the plan or to participants in or beneficiaries of the plan.

(d) A natural person who is or was the chief executive, managerial employee of a cooperative, regardless of the person's title.

(e) Unless the context requires otherwise, the estate or personal representative of a director or officer.

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

(4) “Liability" includes the obligation to pay a judgment, settlement, 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.

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

(6) “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 cooperative or by any other person.

History: 1987 a. 13; 1993 a. 112; 2003 a. 139.