2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.851 - PERMISSIBLE INDEMNIFICATION.

        490.851  PERMISSIBLE INDEMNIFICATION.
         1.  Except as otherwise provided in this section, a corporation
      may indemnify an individual who is a party to a proceeding because
      the individual is a director against liability incurred in the
      proceeding if either of the following apply:
         a.  All of the following apply:
         (1)  The individual acted in good faith.
         (2)  The individual reasonably believed:
         (a)  In the case of conduct in the individual's official capacity,
      that the individual's conduct was in the best interests of the
      corporation.
         (b)  In all other cases, that the individual's conduct was at
      least not opposed to the best interests of the corporation.
         (3)  In the case of any criminal proceeding, the individual had no
      reasonable cause to believe the individual's conduct was unlawful.
         b.  The individual engaged in conduct for which broader
      indemnification has been made permissible or obligatory under a
      provision of the articles of incorporation as authorized by section
      490.202, subsection 2, paragraph "e".
         2.  A director's conduct with respect to an employee benefit plan
      for a purpose the director reasonably believed to be in the interests
      of the participants in and beneficiaries of the plan is conduct that
      satisfies the requirement of subsection 1, paragraph "b",
      subparagraph (2).
         3.  The termination of a proceeding by judgment, order,
      settlement, conviction, or upon a plea of nolo contendere or its
      equivalent is not, of itself, determinative that the director did not
      meet the relevant standard of conduct described in this section.
         4.  Unless ordered by a court under section 490.854, subsection 1,
      paragraph "c", a corporation shall not indemnify a director under
      this section in either of the following circumstances:
         a.  In connection with a proceeding by or in the right of the
      corporation, except for reasonable expenses incurred in connection
      with the proceeding if it is determined that the director has met the
      relevant standard of conduct under subsection 1.
         b.  In connection with any proceeding with respect to conduct
      for which the director was adjudged liable on the basis that the
      director received a financial benefit to which the director was not
      entitled, whether or not involving action in the director's official
      capacity.  

         89 Acts, ch 288, §99; 2002 Acts, ch 1154, §45, 125; 2003 Acts, ch
      44, §84, 116
         Referred to in § 490.853, 490.854, 490.855, 490.858, 491.3,
      491.16, 497.34, 498.36, 499.59A, 508C.16, 524.801, 534.605, 534.607