reglab/housing_qa huggingface dataset:
IA Code § 490.830 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 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 shall disclose, or cause to be disclosed, to the other board or committee members information which the director knows is not already known by them but is known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule.   4. 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 6, 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.   5. 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 6.   6. A director is entitled to rely, in accordance with subsection 4 or 5, 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; 2013 Acts, ch 31, §28, 82  Referred to in §490.825, 490.833, 491.16A
IA Code § 490.832 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.832 - Director conflict of interest.

490.832 Director conflict of interest. Repealed by 2013 Acts, ch 31, §81, 82.
IA Code § 490.833 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.833 - Liability for unlawful distribution.

490.833 Liability for unlawful distribution.   1. A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to section 490.640, subsection 1, or section 490.1409, subsection 1, is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 490.640, subsection 1, or section 490.1409, subsection 1, if the party asserting liability establishes that when taking the action the director did not comply with section 490.830.   2. A director held liable for an unlawful distribution under subsection 1 is entitled to both of the following:   a. Contribution from every other director who could be held liable under subsection 1 for the unlawful distribution.   b. Recoupment from each shareholder of the pro rata portion of the amount of the unlawful distribution the shareholder accepted, knowing the distribution was made in violation of section 490.640, subsection 1, or section 490.1409, subsection 1.   3. a. A proceeding to enforce the liability of a director under subsection 1 is barred unless it is commenced within two years after one of the following dates:   (1) The date on which the effect of the distribution was measured under section 490.640, subsection 5 or 8.   (2) The date as of which the violation of section 490.640, subsection 1, occurred as the consequence of disregard of a restriction in the articles of incorporation.   (3) The date on which the distribution of assets to shareholders under section 490.1409, subsection 1, was made.   b. A proceeding to enforce contribution or recoupment under subsection 2 is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection 1.  89 Acts, ch 288, §92; 2002 Acts, ch 1154, §40, 125  Referred to in §490.202, 490.831, 491.16A
IA Code § 490.840 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.840 - Officers.

490.840 Officers.   1. A corporation has the offices described in its bylaws or designated by the board of directors in accordance with the bylaws.   2. The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers if authorized by the bylaws or the board of directors.   3. The bylaws or the board of directors shall assign to one of the officers responsibility for preparing minutes of the directors’ and shareholders’ meetings and for maintaining and authenticating the records of the corporation required to be kept under section 490.1601, subsections 1 and 5.   4. The same individual may simultaneously hold more than one office in a corporation.  89 Acts, ch 288, §93; 2002 Acts, ch 1154, §41, 125  Referred to in §490.140, 491.16A
IA Code § 490.841 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.841 - Functions of officers.

490.841 Functions of officers.   Each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers.  89 Acts, ch 288, §94; 2013 Acts, ch 31, §31, 82  Referred to in §491.16A
IA Code § 490.842 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.842 - Standards of conduct for officers.

490.842 Standards of conduct for officers.   1. An officer when performing in such capacity has the duty to 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 corporation.   2. In discharging the officer’s duties an officer, who does not have knowledge that makes 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 corporation 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 corporation 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 corporation 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 corporation or its shareholders 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 shall have liability will depend in such instance on applicable law, including those principles of section 490.831 that have relevance.  89 Acts, ch 288, §95; 2002 Acts, ch 1154, §42, 125; 2013 Acts, ch 31, §32, 82  Referred to in §491.16A
IA Code § 490.843 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.843 - Resignation and removal of officers.

490.843 Resignation and removal of officers.   1. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board or appointing officer accepts the future effective time, the board or the appointing officer may fill the pending vacancy before the effective time if the board or appointing officer provides that the successor does not take office until the effective time.   2. An officer may be removed at any time with or without cause by any of the following:   a. The board of directors.   b. The officer who appointed such officer, unless the bylaws or the board of directors provide otherwise.   c. Any other officer if authorized by the bylaws or the board of directors.   3. In this section, “appointing officer” means the officer, including any successor to that officer, who appointed the officer resigning or being removed.  89 Acts, ch 288, §96; 91 Acts, ch 211, §7; 2002 Acts, ch 1154, §43, 125
IA Code § 490.844 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.844 - Contract rights of officers.

490.844 Contract rights of officers.   1. The appointment of an officer does not itself create contract rights.   2. An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer.  89 Acts, ch 288, §97
IA Code § 490.850 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.850 - Definitions.

490.850 Definitions.   As used in this part of this chapter, unless the context otherwise requires:   1. “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger.   2. “Director” or “officer” means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A director or officer is considered to be serving an employee benefit plan at the corporation’s request if the individual’s duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. “Director” or “officer” includes, unless the context requires otherwise, the estate or personal representative of a director or officer.   3. “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or expenses incurred with respect to a proceeding.   4. a. “Official capacity” means:   (1) When used with respect to a director, the office of director in a corporation.   (2) When used with respect to an officer, as contemplated in section 490.856, the office in a corporation held by the officer.   b. “Official capacity” does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.   5. “Party” means an individual who was, is, or is threatened to be made a defendant or respondent in a proceeding.   6. “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.  89 Acts, ch 288, §98; 2002 Acts, ch 1154, §44, 125; 2005 Acts, ch 19, §72; 2013 Acts, ch 30, §116; 2013 Acts, ch 31, §33 – 35, 82  Referred to in §490.202, 491.3, 491.16, 497.34, 498.36, 499.59A, 508C.16, 524.801
IA Code § 490.851 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 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
IA Code § 490.852 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.852 - Mandatory indemnification.

490.852 Mandatory indemnification.   A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.  89 Acts, ch 288, §100; 2002 Acts, ch 1154, §46, 125  Referred to in §490.853, 490.854, 490.856, 491.3, 491.16, 497.34, 498.36, 499.59A, 508C.16, 524.801
IA Code § 490.853 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.853 - Advance for expenses.

490.853 Advance for expenses.   1. A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a member of the board of directors if the director delivers all of the following to the corporation:   a. A signed written affirmation of the director’s good faith belief that the relevant standard of conduct described in section 490.851 has been met by the director or that the proceeding involved conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by section 490.202, subsection 2, paragraph “d”.   b. A signed written undertaking of the director to repay any funds advanced if the director is not entitled to mandatory indemnification under section 490.852 and it is ultimately determined under section 490.854 or 490.855 that the director has not met the relevant standard of conduct described in section 490.851.   2. The undertaking required by subsection 1, paragraph “b”, must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.   3. Authorizations under this section shall be made according to any of the following:   a. By the board of directors as follows:   (1) If there are two or more qualified directors, by a majority vote of all the qualified 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 qualified directors appointed by such a vote.   (2) If there are fewer than two qualified directors, by the vote necessary for action by the board in accordance with section 490.824, subsection 3, in which authorization directors who are not qualified directors may participate.   b. By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director shall not be voted on the authorization.  89 Acts, ch 288, §101; 2002 Acts, ch 1154, §47, 125; 2002 Acts, ch 1175, §89; 2013 Acts, ch 31, §36, 82  Referred to in §490.143, 490.854, 490.858, 491.3, 491.16, 497.34, 498.36, 499.59A, 508C.16, 524.801
IA Code § 490.854 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.854 - Court-ordered indemnification.

490.854 Court-ordered indemnification.   1. A director who is a party to a proceeding because the person is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application, and after giving any notice it considers necessary, the court shall do one of the following:   a. Order indemnification if the court determines that the director is entitled to mandatory indemnification under section 490.852.   b. Order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by section 490.858, subsection 1.   c. Order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable to do one of the following:   (1) To indemnify the director.   (2) To advance expenses to the director, even if the director has not met the relevant standard of conduct set forth in section 490.851, subsection 1, failed to comply with section 490.853 or was adjudged liable in a proceeding referred to in section 490.851, subsection 4, paragraph “a” or “b”, but if the director was adjudged so liable the director’s indemnification shall be limited to reasonable expenses incurred in connection with the proceeding.   2. If the court determines that the director is entitled to indemnification under subsection 1, paragraph “a”, or to indemnification or advance for expenses under subsection 1, paragraph “b”, it shall also order the corporation to pay the director’s reasonable expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection 1, paragraph “c”, it may also order the corporation to pay the director’s reasonable expenses to obtain court-ordered indemnification or advance for expenses.  89 Acts, ch 288, §102; 2002 Acts, ch 1154, §48, 125  Referred to in §490.851, 490.853, 490.856, 491.3, 491.16, 497.34, 498.36, 499.59A, 508C.16, 524.801
IA Code § 490.855 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 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 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 qualified directors, by the board of directors by a majority vote of all the qualified 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 qualified directors appointed by such a vote.   b. By special legal counsel selected in one of the following manners:   (1) Selected in the manner prescribed in paragraph “a”.   (2) If there are fewer than two qualified directors, selected by the board of directors, in which selection directors who are not qualified directors may participate.   c. By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified 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 qualified directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under subsection 2, paragraph “b”, subparagraph (2).  89 Acts, ch 288, §103; 2002 Acts, ch 1154, §49, 125; 2013 Acts, ch 31, §37, 82  Referred to in §490.143, 490.853, 490.858, 491.3, 491.16, 497.34, 498.36, 499.59A, 508C.16, 524.801