2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.855 - DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

        490.855  DETERMINATION AND AUTHORIZATION OF
      INDEMNIFICATION.
         1.  A corporation shall not indemnify a director under section
      490.851 unless authorized for a specific proceeding after a
      determination has been made that indemnification of the director is
      permissible because the director has met the relevant standard of
      conduct set forth in section 490.851.
         2.  The determination shall be made by any of the following:
         a.  If there are two or more disinterested directors, by the
      board of 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.
         b.  By special legal counsel:
         (1)  Selected in the manner prescribed in paragraph "a".
         (2)  If there are fewer than two disinterested directors, selected
      by the board of directors, in which selection directors who do not
      qualify as disinterested directors may participate.
         c.  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 shall not be voted on the determination.
         3.  Authorization of indemnification shall be made in the same
      manner as the determination that indemnification is permissible,
      except that if there are fewer than two disinterested directors or if
      the determination is made by special legal counsel, authorization of
      indemnification shall be made by those entitled under subsection 2,
      paragraph "b", to select special legal counsel.  

         89 Acts, ch 288, §103; 2002 Acts, ch 1154, §49, 125
         Referred to in § 490.850, 490.853, 490.858, 491.3, 491.16, 497.34,
      498.36, 499.59A, 508C.16, 524.801, 534.605, 534.607