2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.853 - ADVANCE FOR EXPENSES.

        490.853  ADVANCE FOR EXPENSES.
         1.  A corporation may, before final disposition of a proceeding,
      advance funds to pay for or reimburse the reasonable expenses
      incurred by a director who is a party to a proceeding because the
      person is a director if the person delivers all of the following to
      the corporation:
         a.  A written affirmation of the director's good faith belief
      that the director has met the relevant standard of conduct described
      in section 490.851 or that the proceeding involved conduct for which
      liability has been eliminated under a provision of the articles of
      incorporation as authorized by section 490.202, subsection 2,
      paragraph "d".
         b.  The director's written undertaking to repay any funds
      advanced if the director is not entitled to mandatory indemnification
      under section 490.852 and it is ultimately determined under section
      490.854 or section 490.855 that the director has not met the relevant
      standard of conduct described in section 490.851.
         2.  The undertaking required by subsection 1, paragraph "b",
      must be an unlimited general obligation of the director but need not
      be secured and may be accepted without reference to the financial
      ability of the director to make repayment.
         3.  Authorizations under this section shall be made according to
      one of the following:
         a.  By the board of directors:
         (1)  If there are two or more disinterested directors, by a
      majority vote of all the disinterested directors, a majority of whom
      shall for such purpose constitute a quorum, or by a majority of the
      members of a committee of two or more disinterested directors
      appointed by such a vote.
         (2)  If there are fewer than two disinterested directors, by the
      vote necessary for action by the board in accordance with section
      490.824, subsection 3, in which authorization directors who do not
      qualify as disinterested directors may participate.
         b.  By the shareholders, but shares owned by or voted under
      the control of a director who at the time does not qualify as a
      disinterested director may not be voted on the authorization.  
         Section History: Recent Form
         89 Acts, ch 288, §101; 2002 Acts, ch 1154, §47, 125; 2002 Acts, ch
      1175, §89
         Referred to in § 490.850, 490.854, 490.858, 491.3, 491.16, 497.34,
      498.36, 499.59A, 508C.16, 524.801, 534.605, 534.607

Disclaimer: These codes may not be the most recent version. Iowa may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.

This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.