186.07 Board of directors.
(1) Directors. At the first meeting of the members, the members shall elect a board of directors, consisting of an odd number of directors. A board of directors shall consist of at least 5 directors. Subsequent elections for board members shall be held at the annual membership meeting held in a manner prescribed in the bylaws.
(1m) Appointments.
(a) The board of directors shall appoint a president of the credit union. The board may also appoint any committee that the board considers to be necessary.
(b) The president shall appoint any employee officer.
(2) Terms. A director shall hold office until any of the following occurs:
(a) A successor is elected or appointed and the successor signs an oath of office.
(b) The director is removed under sub. (5) or dies.
(3) Meeting participation.
(a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting or in a committee meeting of the board of directors, including a meeting of the executive committee, in any manner described in par. (b). Unless the articles of incorporation, bylaws or board of directors provide otherwise, the credit committee may permit any or all members of the committee to participate in a credit committee meeting in any manner described in par. (b).
(b) If authorized under par. (a), the directors or credit committee members may participate in a meeting by, or conduct a meeting through the use of, any means of communication by which any of the following occurs:
1. All participating directors or members may simultaneously hear each other during the meeting.
2. All communication during the meeting is immediately transmitted to each participating director or member, and each participating director or member is able to immediately send messages to all other participating directors or members.
(c) If a meeting will be conducted through the use of any means described in par. (b), all participating directors or credit committee members shall be informed that a meeting is taking place at which official business may be transacted. A director or member participating in a meeting by any means described in par. (b) is deemed to be present in person at the meeting. If requested by a director or member, minutes of the meeting shall be prepared and distributed to each director or member.
(3m) Written consent in lieu of meeting.
(a) Unless the articles of incorporation or bylaws provide otherwise, any action required or permitted by this chapter to be authorized at a board of directors' meeting may be authorized without a meeting if that action is authorized by all directors and is evidenced by one or more written statements, signed by each director, describing and consenting to the action. Such an action has the same effect as an action authorized by unanimous vote at a meeting at which all directors are present and may be described as such in any document.
(b) Any action authorized under par. (a) is effective when the last director signs the statement evidencing his or her consent, unless the statement specifies a different effective date.
(c) A credit union shall retain all statements signed by its directors under par. (a).
(4) Director eligibility. Eligibility for election to the board of directors shall be prescribed in the bylaws.
(5) Director removal. The board of directors shall remove a director from the board if any of the following applies:
(a) The director withdraws from membership in the credit union.
(b) The director causes a loss to the credit union because of a delinquency or a known conflict of interest.
(c) The director is unable to be bonded in accordance with the standards set by the board of directors.
(d) In the judgment of the board of directors, removal of the director is in the best interests of the credit union.
(6) Removal notice and appeal. A director who is removed under sub. (5) or s. 186.071 (2) shall be given notice of removal. The removed director may petition the board of directors to reconsider its decision. If the board of directors does not reinstate the director, the director may appeal the decision of the board of directors to the office of credit unions. If the office of credit unions determines that the removal of the director was improper, the office of credit unions shall order the reinstatement of the director and, if the board of directors has already appointed a person to fill the vacancy created by the removal of the director, the removal of such person.
(7) Vacancies. Within 60 days after the date of a removal, the board of directors shall appoint a director to fill the vacancy. The appointee shall serve until a successor is elected at the next annual membership meeting.
(8) Director conflict of interest.
(a) In this subsection, “conflict of interest transaction" means a transaction with the credit union in which a director of the credit union has a direct or indirect interest.
(b) A conflict of interest transaction is not voidable by the credit union solely because of the director's interest in the transaction if any of the following is true:
1. The material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board of directors and the board of directors or committee authorized, approved, or specifically ratified the transaction under par. (d).
2. The transaction was fair to the credit union.
(c) For purposes of this subsection, the circumstances in which a director of the credit union has an indirect interest in a transaction include a transaction under any of the following circumstances:
1. Another entity in which the director has a material financial interest or in which the director is a general partner is a party to the transaction.
2. Another entity of which the director is a director, officer, or trustee is a party to the transaction and the transaction is or, because of its significance to the credit union, should be considered by the board of directors of the credit union.
(d) For purposes of par. (b) 1., a conflict of interest transaction is authorized, approved, or specifically ratified if it receives the affirmative vote of a majority of the directors on the board of directors or on the committee acting on the transaction who have no direct or indirect interest in the transaction. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this subsection. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under par. (b) 1. if the transaction is otherwise authorized, approved, or ratified as provided in this subsection.
History: 1971 c. 193; 1979 c. 282; 1981 c. 156; 1983 a. 369; 1989 a. 308; 1991 a. 16; 1995 a. 151; 1997 a. 152; 2003 a. 63; 2015 a. 304.