193.471 Indemnification.

329 words·~1 min read·/wi/chapter-193/193-471-2

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(1)Definitions. In this section:

(a)“Official capacity” means any of the following:

1. A person’s capacity as an officer, employee, or agent of a cooperative or predecessor cooperative.

2. A person’s capacity as a member of a committee of a cooperative under s. 193.445 or 193.451

(1)or of a committee of a predecessor cooperative.

3. With respect to a director, chief executive officer, member, or employee of a cooperative who, at the request of the cooperative, serves as a governor, director, manager, officer, member, partner, trustee, employee, or agent of another organization or employee benefit plan, that person’s capacity as a governor, director, manager, officer, member, partner, trustee, employee, or agent, as applicable, of the other organization or employee benefit plan.

4. With respect to a person who was a director, chief executive officer, member, or employee of a predecessor cooperative and who, at the request of the predecessor cooperative, served as a governor, director, manager, officer, member, partner, trustee, employee, or agent of another organization or employee benefit plan, that person’s capacity as a governor, director, manager, officer, member, partner, trustee, employee, or agent, as applicable, of the other organization or employee benefit plan.

(b)“Potential litigant” means a person made or threatened to be made a party to a proceeding by reason of the person’s former or present official capacity.

(c)“Predecessor cooperative” means a domestic or foreign cooperative that was the predecessor of a cooperative in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

(d)“Proceeding” means a threatened, pending, or completed civil, criminal, administrative, arbitration, or investigative proceeding, including a proceeding by or in the right of the cooperative.

(e)“Special legal counsel” means counsel who has not represented any of the following:

1. The cooperative or an affiliate.

2. The director, manager, member of a committee under s. 193.445 or 193.451

(1), or employee whose indemnification is in issue.

(2)Indemnification.