Chapter 187

187.24(1)(b) (b) If the incorporated Roman Catholic church was incorporated before May 8, 1990, by an amendment to, or restatement of, the articles of incorporation which becomes effective on or after May 8, 1990.

187.24(2) (2) A limitation under sub. (1) applies if the first alleged act of a director or officer for which indemnification is sought occurred while the limitation was in effect.

187.24 History History: 1989 a. 306.

187.25 187.25 Additional rights to indemnification and allowance of expenses.

187.25(1) (1) Except as provided in sub. (2), ss. 187.21 and 187.23 do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under any of the following:

187.25(1)(a) (a) The articles of incorporation or bylaws.

187.25(1)(b) (b) A written agreement between the director or officer and the incorporated Roman Catholic church.

187.25(1)(c) (c) A resolution of the board of directors.

187.25(1)(d) (d) A resolution, after notice, adopted by a majority vote of members who are entitled to vote.

187.25(2) (2) Regardless of the existence of an additional right under sub. (1), the incorporated Roman Catholic church 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 incorporated Roman Catholic church that the director or officer did not breach or fail to perform a duty he or she owes to the incorporated Roman Catholic church which constitutes conduct under s. 187.21 (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.

187.25(3) (3) Sections 187.20 to 187.28 do not affect the power of an incorporated Roman Catholic church to pay or reimburse expenses incurred by a director or officer in any of the following circumstances:

187.25(3)(a) (a) As a witness in a proceeding to which he or she is not a party.

187.25(3)(b) (b) As a plaintiff or petitioner in a proceeding because he or she is or was an employee, agent, director or officer of the incorporated Roman Catholic church.

187.25 History History: 1989 a. 306.

187.26 187.26 Court-ordered indemnification.

187.26(1) (1) Except as provided otherwise by written agreement between the director or officer and the incorporated Roman Catholic church, a director or officer who has been successful on the merits or otherwise in the defense of a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application, the court shall give any notice it considers necessary.

187.26(2) (2) The court shall order indemnification if it determines that the director or officer is entitled to indemnification under s. 187.21 (1). If the court also determines that the incorporated Roman Catholic church unreasonably refused the director’s or officer’s request for indemnification, the court shall order the incorporated Roman Catholic church to pay the director’s or officer’s reasonable expenses incurred to obtain the court-ordered indemnification.

187.26 History History: 1989 a. 306.

187.27 187.27 Indemnification and allowance of expenses of employees and agents. An incorporated Roman Catholic church may indemnify and allow reasonable expenses of an employee or agent who is not a director or officer to the extent provided by the articles of incorporation or bylaws, by general or specific action of the board of directors or by contract.

187.27 History History: 1989 a. 306.

187.28 187.28 Insurance. An incorporated Roman Catholic church may purchase and maintain insurance on behalf of an individual who is an employee, agent, director or officer of the incorporated Roman Catholic church against liability asserted against and incurred by the individual in his or her capacity as an employee, agent, director or officer, or arising from his or her status as an employee, agent, director or officer, regardless of whether the incorporated Roman Catholic church is required or authorized to indemnify or allow expenses to the individual against the same liability under ss. 187.21, 187.23, 187.25 and 187.27.

187.28 History History: 1989 a. 306.

187.30 187.30 Definitions applicable to liability-related provisions. In ss. 187.30 to 187.33:

187.30(1) (1) “Director” means an individual who is serving as a director of an incorporated Roman Catholic church under s. 187.19 (5).

187.30(2) (2) “Incorporated Roman Catholic church” has the meaning given in s. 187.20 (3).

187.30(3) (3) “Officer” means an individual who is serving as a president, vice president, treasurer or secretary of an incorporated Roman Catholic church under s. 187.19 (4).

187.30 History History: 1989 a. 306.

187.31 187.31 Reliance by directors or officers. Unless the director or officer knew or should have known that reliance was unwarranted, a director or officer, in discharging his or her duties to the incorporated Roman Catholic church, may rely on information, opinions, reports or statements, any of which may be written or oral, formal or informal, including financial statements and other financial data, if prepared or presented by any of the following:

187.31(1) (1) An officer or employee of the incorporated Roman Catholic church whom the director or officer believes in good faith to be reliable and competent in the matters presented.

187.31(2) (2) Legal counsel, certified public accountants licensed or certified under ch. 442, or other professional persons or experts employed by the incorporated Roman Catholic church, as to matters the director or officer believes in good faith are within the person’s professional or expert competence.

187.31(3) (3) In the case of reliance by a director, a committee of the board of directors of which the director is not a member if the director believes in good faith that the committee merits confidence.

187.31 History History: 1989 a. 306; 2001 a. 16.

187.32 187.32 Limited liability of directors and officers.

187.32(1) (1) Except as provided in sub. (2), a director or officer is not liable to the incorporated Roman Catholic church, its members or creditors, or any person asserting rights on behalf of the incorporated Roman Catholic church, its members or creditors, or any other person, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director or officer, unless the person asserting liability proves that the breach or failure to perform constitutes any of the following:

187.32(1)(a) (a) A willful failure to deal fairly with the incorporated Roman Catholic church or its members in connection with a matter in which the director or officer has a material conflict of interest.

187.32(1)(b) (b) 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.

187.32(1)(c) (c) A transaction from which the director or officer derived an improper personal profit.

187.32(1)(d) (d) Willful misconduct.

187.32(2) (2) 

187.32(2)(a) (a) Except as provided in par. (b), this section does not apply to any of the following:

187.32(2)(a)1. 1. A civil or criminal proceeding brought by or on behalf of any governmental unit, authority or agency.

187.32(2)(a)2. 2. A proceeding brought by any person for a violation of state or federal law where the proceeding is brought pursuant to an express private right of action created by state or federal statute.

187.32(2)(a)3. 3. If the incorporated Roman Catholic church operates a cemetery, the liability of a director or officer arising from a breach of, or failure to perform, any duty relating to the receipt, handling, investment or other use of perpetual care funds, maintenance funds or other funds held in trust in connection with the operations of the cemetery.

187.32(2)(b) (b) Paragraph (a) 1. and 2. does not apply to a proceeding brought by a governmental unit, authority or agency in its capacity as a private party or contractor.

187.32 History History: 1989 a. 306.

187.33 187.33 Limited liability of volunteers.

187.33(1) (1) Definition. In this section, “volunteer” means an individual, other than an employee of the incorporated Roman Catholic church, who provides services to or on behalf of the incorporated Roman Catholic church without compensation.

187.33(2) (2) Immunity. Except as provided in sub. (3), a volunteer is not liable to any person for damages, settlements, fees, fines, penalties or other monetary liabilities arising from any act or omission as a volunteer, unless the person asserting liability proves that the act or omission constitutes any of the following:

187.33(2)(a) (a) A violation of criminal law, unless the volunteer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful.

187.33(2)(b) (b) Willful misconduct.

187.33(2)(c) (c) If the volunteer is a director or officer of the incorporated Roman Catholic church, an act or omission within the scope of the volunteer’s duties as a director or officer.

187.33(2)(e) (e) An act or omission for which the volunteer received compensation or anything of substantial value in lieu of compensation.

187.33(3) (3) Exceptions.

187.33(3)(a) (a) Except as provided in par. (b), this section does not apply to any of the following:

187.33(3)(a)1. 1. A civil or criminal proceeding brought by or on behalf of any governmental unit, authority or agency.

187.33(3)(a)2. 2. A proceeding brought by any person for a violation of state or federal law where the proceeding is brought pursuant to an express private right of action created by state or federal statute.

187.33(3)(a)3. 3. Claims arising from the negligent operation of an automobile, truck, train, airplane or other vehicle by a volunteer.

187.33(3)(a)4. 4. A proceeding against a volunteer who is licensed, certified, permitted or registered under state law and which is based upon an act or omission within the scope of practice under the volunteer’s license, certificate, permit or registration.

187.33(3)(a)5. 5. Proceedings based upon a cause of action for which the volunteer is immune from liability under s. 146.31 (2) and (3), 146.37, 895.475, 895.48, 895.4802, 895.4803, 895.482, 895.51, or 895.52.

187.33(3)(b) (b) Paragraph (a) 1. and 2. does not apply to a proceeding brought by or on behalf of a governmental unit, authority or agency in its capacity as a contractor.

187.33 History History: 1989 a. 306; 1991 a. 318; 1993 a. 213; 2005 a. 155.

subch. III of ch. 187 SUBCHAPTER III

LIABILITY; OTHER RELIGIOUS ORGANIZATIONS

187.40 187.40 Definitions. In this subchapter:

187.40(1) (1) “Director” means an individual who is serving as a trustee or director of a religious organization or an individual who is serving in a similar capacity in a religious organization.

187.40(2) (2) “Religious organization” means an association, conference, congregation, convention, committee or other entity that is organized and operated for a religious purpose and that is exempt from federal income tax under 26 USC 501 (c) (3) or (d) and any subunit of such an association, conference, congregation, convention, committee or entity that is organized and operated for a religious purpose, except that “religious organization” does not include any of the following:

187.40(2)(a) (a) A Roman Catholic church organized under s. 187.19.

187.40(2)(b) (b) A nonstock corporation organized under ch. 181.

187.40(3) (3) “Officer” means an individual who is serving as a president, vice president, treasurer or secretary of a religious organization or who is serving in a similar office in a religious organization.

187.40 History History: 1995 a. 260.

187.41 187.41 Reliance by directors or officers. Unless the director or officer knew or should have known that reliance was unwarranted, a director or officer, in discharging his or her duties to a religious organization, may rely on information, opinions, reports or statements, any of which may be written or oral, formal or informal, including financial statements and other financial data, if prepared or presented by any of the following:

187.41(1) (1) An officer or employee of the religious organization whom the director or officer believes in good faith to be reliable and competent in the matters presented.

187.41(2) (2) Legal counsel, certified public accountants licensed or certified under ch. 442, or other professional persons or experts employed by the religious organization, as to matters the director or officer believes in good faith are within the person’s professional or expert competence.

187.41(3) (3) In the case of reliance by a director, a committee of the governing body of the religious organization of which the director is not a member if the director believes in good faith that the committee merits confidence.

187.41 History History: 1995 a. 260; 2001 a. 16.

187.42 187.42 Limited liability of directors and officers.

187.42(1) (1) Except as provided in sub. (2), a director or officer is not liable to the religious organization, its members or creditors, or any person asserting rights on behalf of the religious organization, its members or creditors, or any other person, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director or officer, unless the person asserting liability proves that the breach or failure to perform constitutes any of the following:

187.42(1)(a) (a) A willful failure to deal fairly with the religious organization or its members in connection with a matter in which the director or officer has a material conflict of interest.

187.42(1)(b) (b) 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.

187.42(1)(c) (c) A transaction from which the director or officer derived an improper personal profit.

187.42(1)(d) (d) Willful misconduct.

187.42(2) (2) 

187.42(2)(a) (a) Except as provided in par. (b), this section does not apply to any of the following:

187.42(2)(a)1. 1. A civil or criminal proceeding brought by or on behalf of any governmental unit, authority or agency.

187.42(2)(a)2. 2. A proceeding brought by any person for a violation of state or federal law where the proceeding is brought pursuant to an express private right of action created by state or federal statute.

187.42(2)(a)3. 3. If the religious organization operates a cemetery, the liability of a director or officer arising from a breach of, or failure to perform, any duty relating to the receipt, handling, investment or other use of perpetual care funds, maintenance funds or other funds held in trust in connection with the operations of the cemetery.

187.42(2)(b) (b) Paragraph (a) 1. and 2. does not apply to a proceeding brought by a governmental unit, authority or agency in its capacity as a private party or contractor.

187.42 History History: 1995 a. 260.

187.43 187.43 Limited liability of volunteers.