(1) ADDITIONAL RIGHTS. Except as provided in sub. (2), ss. 186.083 and 186.085 do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under any of the following: (a) The articles of incorporation or bylaws. (b) A written agreement between the director or officer and the credit union. (c) A resolution of the board of directors. (d) A resolution, after notice, adopted by a majority vote of members present at an annual meeting or special meeting called for that purpose. (2) ALLOWANCE EXPENSES. Regardless of the existence of an additional right under sub. (1), the credit union 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 credit union that the director or officer did not breach or fail to perform a duty he or she owes to the credit union which constitutes conduct under s. 186.083 (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. (3) OTHER EXPENSES. Sections 186.082 to 186.091 do not affect a credit union’s power to pay or reimburse expenses incurred by a director or officer in any of the following circumstances: (a) As a witness in a proceeding to which he or she is not a party. (b) As a plaintiff or petitioner in a proceeding because he or she is or was an employee, agent, director or officer of the credit union.
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