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

        490.830  STANDARDS OF CONDUCT FOR DIRECTORS.
         1.  Each member of the board of directors, 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 function or devoting attention to their oversight
      function, shall discharge their duties with the care that a person in
      a like position would reasonably believe appropriate under similar
      circumstances.
         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.
         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 of directors of which the
      director is not a member if the director reasonably believes the
      committee merits confidence.  

         89 Acts, ch 288, §89; 2002 Acts, ch 1154, §37, 125
         Referred to in § 490.825, 490.833, 491.16A