2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.842 - STANDARDS OF CONDUCT FOR OFFICERS.

        490.842  STANDARDS OF CONDUCT FOR OFFICERS.
         1.  An officer when performing in such capacity shall act in
      conformity with all of the following:
         a.  In good faith.
         b.  With the care that a person in a like position would
      reasonably exercise under similar circumstances.
         c.  In a manner the officer reasonably believes to be in the
      best interests of the corporation.
         2.  In discharging the officer's duties an officer, who does not
      have knowledge that makes reliance unwarranted, is entitled to rely
      on any of the following:
         a.  The performance of properly delegated responsibilities by
      one or more employees of the corporation whom the officer reasonably
      believes to be reliable and competent in performing the
      responsibilities delegated.
         b.  Information, opinions, reports, or statements, including
      financial statements and other financial data, prepared or presented
      by one or more employees of the corporation whom the officer
      reasonably believes to be reliable and competent in the matters
      presented.
         c.  Legal counsel, public accountants, or other persons
      retained by the corporation as to matters involving skills or
      expertise the officer reasonably believes are matters within the
      particular person's professional or expert competence, or as to which
      the particular person merits confidence.
         3.  An officer shall not be liable as an officer to the
      corporation or its shareholders for any decision to take or not to
      take action, or any failure to take any action, if the duties of the
      officer are performed in compliance with this section.  Whether an
      officer who does not comply with this section shall have liability
      will depend in such instance on applicable law, including those
      principles of section 490.831 that have relevance.  

         89 Acts, ch 288, §95; 2002 Acts, ch 1154, §42, 125
         Referred to in § 491.16A