Iowa Code
Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT
Section 504.831 - General standards for directors.

504.831 General standards for directors.
1. Each member of the board of directors of a corporation, when discharging the duties of a director, shall act in conformity with all of the following:
a. In good faith.
b. In a manner the director reasonably believes to be in the best interests of the corporation.
2. The members of the board of directors or a committee of the board, when becoming informed in connection with their decision-making functions or when devoting attention to their oversight functions, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.
2A. In discharging board or committee duties, a director shall disclose, or cause to be disclosed, to the other board or committee members information which the director knows is not already known by them but is known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule.
3. In discharging board or committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in subsection 5, paragraph “a”, to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board’s functions that are delegable under applicable law.
4. In discharging board or committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the persons specified in subsection 5.
5. A director is entitled to rely, in accordance with subsection 3 or 4, on any of the following:
a. One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided by the officer or employee.
b. Legal counsel, public accountants, or other persons as to matters involving skills or expertise the director reasonably believes are either of the following:
(1) Matters within the particular person’s professional or expert competence.
(2) Matters as to which the particular person merits confidence.
c. A committee of the board or advisory committee of which the director is not a member, as to matters within the committee’s or advisory committee’s jurisdiction, if the director reasonably believes the committee or advisory committee merits confidence.
d. In the case of religious corporations, religious authorities and ministers, priests, rabbis, or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.
6. A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of such property.
2004 Acts, ch 1049, §90, 192; 2007 Acts, ch 15, §1; 2012 Acts, ch 1049, §11; 2015 Acts, ch 45, §9
Referred to in §347.13, 504.826, 504.835

Structure Iowa Code

Iowa Code

Title XII - BUSINESS ENTITIES

Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT

Section 504.101 - Short title.

Section 504.102 - Reservation of power to amend or repeal.

Section 504.103 - Limitation on requirements imposed on corporations.

Section 504.111 - Filing requirements.

Section 504.111A - Secretary of state — extra services — surcharge.

Section 504.112 - Forms.

Section 504.113 - Filing, service, and copying fees.

Section 504.114 - Effective date of document.

Section 504.115 - Correcting filed document.

Section 504.116 - Filing duty of secretary of state.

Section 504.117 - Appeal from secretary of state’s refusal to file document.

Section 504.118 - Evidentiary effect of copy of filed document.

Section 504.119 - Certificate of existence.

Section 504.120 - Penalty for signing false document.

Section 504.131 - Powers.

Section 504.132 - Secretary of state — internet site.

Section 504.141 - Chapter definitions.

Section 504.142 - Notice.

Section 504.151 - Judicial relief.

Section 504.201 - Incorporators.

Section 504.202 - Articles of incorporation.

Section 504.203 - Incorporation.

Section 504.204 - Liability for preincorporation transactions.

Section 504.205 - Organization of corporation.

Section 504.206 - Bylaws.

Section 504.207 - Emergency bylaws and powers.

Section 504.208 - Foreign-trade zone corporation.

Section 504.301 - Purposes.

Section 504.302 - General powers.

Section 504.303 - Emergency powers.

Section 504.304 - Ultra vires.

Section 504.401 - Corporate name.

Section 504.402 - Reserved name.

Section 504.403 - Registered name.

Section 504.501 - Registered office and registered agent.

Section 504.502 - Change of registered office or registered agent.

Section 504.503 - Resignation of registered agent.

Section 504.504 - Service on corporation.

Section 504.601 - Admission.

Section 504.602 - Consideration.

Section 504.603 - No requirement of members.

Section 504.611 - Differences in rights and obligations of members.

Section 504.612 - Transfers.

Section 504.613 - Member’s liability to third parties.

Section 504.614 - Member’s liability for dues, assessments, and fees.

Section 504.615 - Creditor’s action against member.

Section 504.621 - Resignation.

Section 504.622 - Termination, expulsion, or suspension.

Section 504.623 - Purchase of memberships.

Section 504.631 - Derivative proceedings — definition.

Section 504.632 - Standing.

Section 504.633 - Demand.

Section 504.634 - Stay of proceedings.

Section 504.635 - Dismissal.

Section 504.636 - Discontinuance or settlement.

Section 504.637 - Payment of expenses.

Section 504.638 - Applicability to foreign corporations.

Section 504.641 - Delegates.

Section 504.701 - Annual and regular meetings.

Section 504.702 - Special meeting.

Section 504.702A - Remote participation in meetings of members.

Section 504.703 - Court-ordered meeting.

Section 504.704 - Action by written consent.

Section 504.705 - Notice of meeting.

Section 504.706 - Waiver of notice.

Section 504.707 - Record date — determining members entitled to notice and vote.

Section 504.708 - Action by written ballot.

Section 504.709 - Conduct of meetings.

Section 504.711 - Members’ list for meeting.

Section 504.712 - Voting entitlement generally.

Section 504.713 - Quorum requirements.

Section 504.714 - Voting requirements.

Section 504.715 - Proxies.

Section 504.716 - Cumulative voting for directors.

Section 504.717 - Other methods of electing directors.

Section 504.718 - Corporation’s acceptance of votes.

Section 504.719 - Inspectors of election.

Section 504.721 - Voting agreements.

Section 504.801 - Requirement for and duties of board.

Section 504.802 - Qualifications of directors.

Section 504.803 - Number of directors.

Section 504.804 - Election, designation, and appointment of directors.

Section 504.805 - Terms of directors generally.

Section 504.806 - Staggered terms for directors.

Section 504.807 - Resignation of directors.

Section 504.808 - Removal of directors elected by members or directors.

Section 504.809 - Removal of designated or appointed directors.

Section 504.810 - Removal of directors by judicial proceeding.

Section 504.811 - Vacancy on board.

Section 504.812 - Compensation of directors.

Section 504.821 - Regular and special meetings.

Section 504.822 - Action without meeting.

Section 504.823 - Call and notice of meetings.

Section 504.824 - Waiver of notice.

Section 504.825 - Quorum and voting.

Section 504.826 - Committees of the board.

Section 504.831 - General standards for directors.

Section 504.832 - Standards of liability for directors.

Section 504.833 - Director conflict of interest.

Section 504.834 - Loans to or guarantees for directors and officers.

Section 504.835 - Liability for unlawful distributions.

Section 504.836 - Business opportunities.

Section 504.841 - Required officers.

Section 504.842 - Duties and authority of officers.

Section 504.843 - Standards of conduct for officers.

Section 504.844 - Resignation and removal of officers.

Section 504.845 - Contract rights of officers.

Section 504.846 - Officers’ authority to execute documents.

Section 504.851 - Definitions.

Section 504.852 - Permissible indemnification.

Section 504.853 - Mandatory indemnification.

Section 504.854 - Advance for expenses.

Section 504.855 - Court-ordered indemnification.

Section 504.856 - Determination and authorization of indemnification.

Section 504.857 - Indemnification of officers.

Section 504.858 - Insurance.

Section 504.859 - Application of part.

Section 504.860 - Exclusivity of part.

Section 504.901 - Personal liability.

Section 504.1001 - Authority to amend.

Section 504.1002 - Amendment by directors.

Section 504.1003 - Amendment by directors and members.

Section 504.1004 - Class voting by members on amendments.

Section 504.1005 - Articles of amendment.

Section 504.1006 - Restated articles of incorporation.

Section 504.1007 - Amendment pursuant to judicial reorganization.

Section 504.1008 - Effect of amendment and restatement.

Section 504.1021 - Amendment by directors.

Section 504.1022 - Amendment by directors and members.

Section 504.1023 - Class voting by members on amendments.

Section 504.1031 - Approval by third persons.

Section 504.1032 - Amendment terminating members or redeeming or canceling memberships.

Section 504.1101 - Approval of plan of merger.

Section 504.1102 - Limitations on mergers by public benefit or religious corporations.

Section 504.1103 - Action on plan by board, members, and third persons.

Section 504.1104 - Articles of merger.

Section 504.1105 - Effect of merger.

Section 504.1106 - Merger with foreign corporation or foreign unincorporated entity.

Section 504.1107 - Bequests, devises, and gifts.

Section 504.1108 - Conversion.

Section 504.1201 - Sale of assets in regular course of activities and mortgage of assets.

Section 504.1202 - Sale of assets other than in regular course of activities.

Section 504.1301 - Prohibited distributions.

Section 504.1302 - Authorized distributions.

Section 504.1401 - Dissolution by incorporators or directors and third persons.

Section 504.1402 - Dissolution by directors, members, and third persons.

Section 504.1403 - Articles of dissolution.

Section 504.1404 - Revocation of dissolution.

Section 504.1405 - Effect of dissolution.

Section 504.1406 - Known claims against dissolved corporation.

Section 504.1407 - Unknown claims against dissolved corporation.

Section 504.1421 - Grounds for administrative dissolution.

Section 504.1422 - Procedure for and effect of administrative dissolution.

Section 504.1423 - Reinstatement following administrative dissolution.

Section 504.1424 - Appeal from denial of reinstatement.

Section 504.1431 - Grounds for judicial dissolution.

Section 504.1432 - Procedure for judicial dissolution.

Section 504.1433 - Receivership or custodianship.

Section 504.1434 - Decree of dissolution.

Section 504.1441 - Deposit with state treasurer.

Section 504.1501 - Authority to transact business required.

Section 504.1502 - Consequences of transacting business without authority.

Section 504.1503 - Application for certificate of authority.

Section 504.1504 - Amended certificate of authority.

Section 504.1505 - Effect of certificate of authority.

Section 504.1506 - Corporate name of foreign corporation.

Section 504.1507 - Registered office and registered agent of foreign corporation.

Section 504.1508 - Change of registered office or registered agent of foreign corporation.

Section 504.1509 - Resignation of registered agent of foreign corporation.

Section 504.1510 - Service on foreign corporation.

Section 504.1521 - Withdrawal of foreign corporation.

Section 504.1531 - Grounds for revocation.

Section 504.1532 - Procedure for and effect of revocation.

Section 504.1533 - Appeal from revocation.

Section 504.1601 - Corporate records.

Section 504.1602 - Inspection of records by members.

Section 504.1603 - Scope of inspection right.

Section 504.1604 - Court-ordered inspection.

Section 504.1605 - Limitations on use of corporate records.

Section 504.1606 - Inspection of records by directors.

Section 504.1607 - Exception to notice requirement.

Section 504.1611 - Financial statements for members.

Section 504.1612 - Report of indemnification to members.

Section 504.1613 - Biennial report for secretary of state.

Section 504.1701 - Application to existing domestic corporations.

Section 504.1702 - Application to qualified foreign corporations.

Section 504.1703 - Savings provisions.

Section 504.1704 - Severability.

Section 504.1705 - Public benefit, mutual benefit, and religious corporations.