186.08(1m)(c)(c) Setting the type and amount of bond required for directors, officers and employees. 186.08(1m)(e)(e) Establishing rates of interest on all loans or authorizing an officer or committee of the credit union to establish interest rates on loans. 186.08(1m)(f)(f) Establishing conditions applicable to deposit accounts. 186.08(1m)(g)(g) Establishing rates of interest on all deposit accounts or authorizing an officer or committee of the credit union to establish interest rates on deposit accounts. 186.08(3)(3) Executive committee, meetings. The board of directors may appoint an executive committee consisting of at least 3 directors. If an executive committee is appointed, the executive committee shall meet as often as necessary, and the full board of directors shall meet at least quarterly. The board of directors may delegate all or any part of its authority to an executive committee, subject to any conditions or limitations the board may impose. 186.082186.082 Definitions applicable to indemnification and insurance provisions. In ss. 186.082 to 186.091: 186.082(1)(1) “Credit union” means a cooperative, nonprofit corporation incorporated under s. 186.02 and any domestic or foreign predecessor of that corporation where the predecessor’s existence ceased upon the consummation of a merger or other transaction. 186.082(2)(2) “Director or officer” means any of the following: 186.082(2)(a)(a) A natural person who is or was a director or officer of a credit union. 186.082(2)(b)(b) A natural person who, while a director or officer of a credit union, is or was serving at the credit union’s request as a director, officer, partner, trustee, member of any governing or decision-making committee, manager, employee or agent of another credit union or foreign credit union, corporation, limited liability company, partnership, joint venture, trust or other enterprise. 186.082(2)(c)(c) A natural person who, while a director or officer of a credit union, is or was serving an employee benefit plan because his or her duties to the credit union also imposed duties on, or otherwise involved services by, the person to the plan or to participants in or beneficiaries of the plan. 186.082(2)(d)(d) Unless the context requires otherwise, the estate or personal representative of a director or officer. 186.082(2)(e)(e) A natural person who is or was a member of a credit union’s credit committee. 186.082(3)(3) “Expenses” include fees, costs, charges, disbursements, attorney fees and any other expenses incurred in connection with a proceeding. 186.082(4)(4) “Liability” includes the obligation to pay a judgment, settlement, 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. 186.082(5)(5) “Party” means a natural person who was or is, or who is threatened to be made, a named defendant or respondent in a proceeding. 186.082(6)(6) “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 credit union or by any other person. 186.083186.083 Mandatory indemnification. 186.083(1)(1) Indemnification required. A credit union 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 credit union. 186.083(2)(a)(a) In cases not included under sub. (1), a credit union 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 credit union, unless liability was incurred because the director or officer breached or failed to perform a duty he or she owes to the credit union and the breach or failure to perform constitutes any of the following: 186.083(2)(a)1.1. A willful failure to deal fairly with the credit union or its members in connection with a matter in which the director or officer has a material conflict of interest. 186.083(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. 186.083(2)(a)3.3. A transaction from which the director or officer derived an improper personal profit.