2014 Iowa Code
TITLE XII - BUSINESS ENTITIES
SUBTITLE 3 - ASSOCIATIONS
CHAPTER 499 - COOPERATIVE ASSOCIATIONS
SECTION 499.37A - Standards of conduct for officers.

499.37A  Standards of conduct for officers.

1.  An officer, when performing in such capacity, shall act in conformity with all of the following:

a.  In good faith.

b.  With the care that a person in a like position would reasonably exercise under similar circumstances.

c.  In a manner the officer reasonably believes to be in the best interests of the association.

2.  In discharging the officer’s duties, an officer who does not have knowledge that makes such reliance unwarranted is entitled to rely on any of the following:

a.  The performance of properly delegated responsibilities by one or more employees of the association whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated.

b.  Information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more employees of the association whom the officer reasonably believes to be reliable and competent in the matters presented.

c.  Legal counsel, public accountants, or other persons retained by the association as to matters involving skills or expertise the officer reasonably believes are matters within the particular person’s professional or expert competence or as to which the particular person merits confidence.

3.  An officer shall not be liable as an officer to the association or its members for any decision to take or not to take action, or any failure to take any action, if the duties of the officer are performed in compliance with this section. Whether an officer who does not comply with this section is liable depends in such instance on applicable law, including those principles of section 499.36A that have relevance.

2008 Acts, ch 1141, §2