State Codes and Statutes

Statutes > Wisconsin > 447 > 447.25

447.25

447.25 Additional rights to indemnification and allowance of expenses.

447.25(1)

(1) Except as provided in sub. (2), ss. 447.17 and 447.21 do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under any of the following:

447.25(1)(a)

(a) The articles, constitution or bylaws.

447.25(1)(b)

(b) A written agreement between the director or officer and the dental society.

447.25(1)(c)

(c) A resolution of the board of directors.

447.25(1)(d)

(d) A resolution, after notice, adopted by a majority vote of members who are entitled to vote.

447.25(2)

(2) Regardless of the existence of an additional right under sub. (1), the dental society may not indemnify a director or officer, or permit a director or officer to retain any allowance of expenses unless it is determined by or on behalf of the dental society that the director or officer did not breach or fail to perform a duty he or she owes to the dental society which constitutes conduct under s. 447.17 (2) (a) 1., 2., 3. or 4. A director or officer who is a party to the same or related proceeding for which indemnification or an allowance of expenses is sought may not participate in a determination under this subsection.

447.25(3)

(3) Sections 447.15 to 447.31 do not affect a dental society's power to pay or reimburse expenses incurred by a director or officer in any of the following circumstances:

447.25(3)(a)

(a) As a witness in a proceeding to which he or she is not a party.

447.25(3)(b)

(b) As a plaintiff or petitioner in a proceeding because he or she is or was an employee, agent, director or officer of the dental society.

447.25 - ANNOT.

History: 1987 a. 13.