(1) Except as provided in sub. (2), ss. 215.513 and 215.515 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 mutual association. (c) A resolution of the board. (d) A resolution, after notice, adopted by members by an affirmative vote of a majority of votes cast in person or by proxy as provided in s. 215.43 (4). (2) Regardless of the existence of an additional right under sub. (1), the mutual association 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 mutual association that the director or officer did not breach or fail to perform a duty he or she owes to the mutual association which constitutes conduct under s. 215.513 (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) Sections 215.512 to 215.521 do not affect a mutual association’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 mutual association.
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