Wisconsin Code § 187.22

Determination of voluntary indemnification
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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.

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