187.22 Determination of voluntary indemnification. Unless otherwise provided by the articles of incorporation or bylaws or by written agreement between the director or officer and the incorporated Roman Catholic church, the director or officer seeking indemnification under s. 187.21 (2) shall select one of the following means for determining whether the incorporated Roman Catholic church will indemnify the director or officer:

(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.

(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.

(3) By an affirmative vote of members as provided in ss. 181.0722 and ss. 181.0723, if there are members having voting rights. 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.

(4) By any other method provided for in any additional right to indemnification permitted under s. 187.25.

History: 1989 a. 306; 1997 a. 79.