2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.858 - VARIATION BY CORPORATE ACTION -- APPLICATION OF PART.

        490.858  VARIATION BY CORPORATE ACTION -- APPLICATION
      OF PART.
         1.  A corporation may, by a provision in its articles of
      incorporation or bylaws or in a resolution adopted or a contract
      approved by its board of directors or shareholders, obligate itself
      in advance of the act or omission giving rise to a proceeding to
      provide indemnification in accordance with section 490.851 or advance
      funds to pay for or reimburse expenses in accordance with section
      490.853.  Any such obligatory provision shall be deemed to satisfy
      the requirements for authorization referred to in section 490.853,
      subsection 3, and in section 490.855, subsection 3.  Any such
      provision that obligates the corporation to provide indemnification
      to the fullest extent permitted by law shall be deemed to obligate
      the corporation to advance funds to pay for or reimburse expenses in
      accordance with section 490.853 to the fullest extent permitted by
      law, unless the provision specifically provides otherwise.
         2.  Any provision pursuant to subsection 1 shall not obligate the
      corporation to indemnify or advance expenses to a director of a
      predecessor of the corporation, pertaining to conduct with respect to
      the predecessor, unless otherwise specifically provided.  Any
      provision for indemnification or advance for expenses in the articles
      of incorporation, bylaws, or a resolution of the board of directors
      or shareholders of a predecessor of the corporation in a merger or in
      a contract to which the predecessor is a party, existing at the time
      the merger takes effect, shall be governed by section 490.1106,
      subsection 1, paragraph "c".
         3.  A corporation may, by a provision in its articles of
      incorporation, limit any of the rights to indemnification or advance
      for expenses created by or pursuant to this part.
         4.  This part does not limit a corporation's power to pay or
      reimburse expenses incurred by a director or an officer in connection
      with the director's or officer's appearance as a witness in a
      proceeding at a time when the director or officer is not a party.
         5.  This part does not limit a corporation's power to indemnify,
      advance expenses to, or provide or maintain insurance on behalf of an
      employee or agent.  

         89 Acts, ch 288, §106; 2002 Acts, ch 1154, §52, 125
         Referred to in § 490.854, 491.3, 491.16, 497.34, 498.36, 499.59A,
      508C.16, 524.801, 534.605, 534.607