Chapter 148

CHAPTER 148

MEDICAL SOCIETIES

148.01   Definition.

148.015   State society.

148.02   County societies.

148.03   Service insurance corporations for health care.

148.04   Definitions applicable to indemnification and insurance provisions.

148.05   Mandatory indemnification.

148.06   Determination of right to indemnification.

148.07   Allowance of expenses as incurred.

148.09   Medical society may limit indemnification.

148.11   Additional rights to indemnification and allowance of expenses.

148.13   Court-ordered indemnification.

148.15   Indemnification and allowance of expenses of employees and agents.

148.17   Insurance.

148.19   Reliance by directors or officers.

148.21   Consideration of interests in addition to members’ interests.

148.23   Limited liability of directors and officers.

148.01 148.01 Definition. In this chapter, “medical society” means the State Medical Society of Wisconsin and any county medical society organized or continued under this chapter.

148.01 History History: 1987 a. 13; 2001 a. 103.

148.015 148.015 State society.

148.015(1) (1) The State Medical Society of Wisconsin is continued with the general powers of a corporation. It may from time to time adopt, alter, and enforce constitution, bylaws, and regulations for admission and expulsion of members, election of officers, and management.

148.015(2) (2) A member expelled from a county medical society may appeal to the state society, whose decision shall be final.

148.015 History History: 1987 a. 13; Stats. 1987 s. 148.015; 2001 a. 103.

148.015 Annotation The transfer of all the assets and liabilities of the State Medical Society’s Wisconsin Physicians Service was precluded by the Society’s statutory duty of exclusive control, since the transfer would result in separation of the Society’s assets from those of the new corporation and permit use of Physicians Service assets and structure for purposes not consistent with the legislative intent of ch. 148. State Medical Society v. Comm. of Insurance, 70 Wis. 2d 144, 233 N.W.2d 470 (1975).

148.02 148.02 County societies.

148.02(1) (1) The physicians and surgeons, not less than 5 in number, of the several counties, except those counties where a county medical society already exists, may meet at such time and place at the county seat as a majority agree upon and organize a county medical society. When so organized, a county medical society:

148.02(1)(a) (a) Shall be a body corporate by the name of the medical society of the county for which it is organized.

148.02(1)(b) (b) Shall have the general powers of a corporation.

148.02(1)(c) (c) May take, by purchase or gift, and hold real and personal property.

148.02(1m) (1m) All County medical societies organized prior to June 7, 1878, shall have the powers and privileges conferred by this chapter.

148.02(2) (2) Physicians and surgeons who have received a license from the medical examining board shall be entitled to meet to organize or become members of the county medical society.

148.02(3) (3) If there is not a sufficient number of physicians and surgeons in any county to form a county medical society they may associate with those of adjoining counties, and the physicians and surgeons of not more than 15 adjoining counties may organize a county medical society under this chapter, meeting at such time and place as a majority agree upon.

148.02(4) (4) A county medical society may from time to time adopt, alter and enforce constitution, bylaws and regulations for the admission and expulsion of members, election of officers, and management, not inconsistent with the constitution, bylaws and regulations of the state society.

148.02 History History: 1971 c. 164 s. 91; 1987 a. 13; 1997 a. 254.

148.03 148.03 Service insurance corporations for health care. The state medical society or, in a manner approved by the state society, a county society, may establish in one or more counties of this state a service insurance corporation for health care under ch. 613.

148.03 History History: 1973 c. 275; 1975 c. 223.

148.03 Note NOTE: Chapter 223, laws of 1975, which repealed and recreated this section contained notes on this section and the revision.

148.04 148.04 Definitions applicable to indemnification and insurance provisions. In ss. 148.04 to 148.17:

148.04(1) (1) “Director or officer” means any of the following:

148.04(1)(a) (a) A natural person who is or was a director or officer of a medical society.

148.04(1)(b) (b) A natural person who, while a director or officer of a medical society, is or was serving at the medical society’s request as a director, officer, partner, trustee, member of any governing or decision-making committee, employee or agent of another medical society or corporation, partnership, joint venture, trust or other enterprise.

148.04(1)(c) (c) A natural person who, while a director or officer of a medical society, is or was serving an employee benefit plan because his or her duties to the medical society also imposed duties on, or otherwise involved services by, the person to the plan or to participants in or beneficiaries of the plan.

148.04(1)(d) (d) Unless the context requires otherwise, the estate or personal representative of a director or officer.

148.04(2) (2) “Expenses” include fees, costs, charges, disbursements, attorney fees and any other expenses incurred in connection with a proceeding.

148.04(3) (3) “Liability” includes the obligation to pay a judgment, settlement, penalty, forfeiture, or fine, including any excise tax assessed with respect to an employee benefit plan, plus costs, fees, and surcharges imposed under ch. 814, and reasonable expenses.

148.04(4) (4) “Party” means a natural person who was or is, or who is threatened to be made, a named defendant or respondent in a proceeding.

148.04(5) (5) “Proceeding” means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the medical society or by any other person.

148.04 History History: 1987 a. 13; 2003 a. 139.

148.05 148.05 Mandatory indemnification.

148.05(1) (1) A medical society shall indemnify a director or officer, to the extent he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if the director or officer was a party because he or she is a director or officer of the medical society.

148.05(2) (2) 

148.05(2)(a) (a) In cases not included under sub. (1), a medical society shall indemnify a director or officer against liability incurred by the director or officer in a proceeding to which the director or officer was a party because he or she is a director or officer of the medical society, unless liability was incurred because the director or officer breached or failed to perform a duty he or she owes to the medical society and the breach or failure to perform constitutes any of the following:

148.05(2)(a)1. 1. A willful failure to deal fairly with the medical society or its members in connection with a matter in which the director or officer has a material conflict of interest.

148.05(2)(a)2. 2. A violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful.

148.05(2)(a)3. 3. A transaction from which the director or officer derived an improper personal profit.

148.05(2)(a)4. 4. Willful misconduct.

148.05(2)(b) (b) Determination of whether indemnification is required under this subsection shall be made under s. 148.06.