reglab/housing_qa huggingface dataset:
IA Code § 501.403 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.403 - Board action.

501.403 Board action.   1. The board may hold regular or special meetings in or out of this state. A quorum of the board consists of a majority of the directors.   2. Unless the articles or bylaws provide otherwise:   a. Regular board meetings may be held without notice of the date, time, place, or purpose of the meeting.   b. Special board meetings must be preceded by at least two days’ notice of the date, time, and place of the meeting; but the notice need not describe the purpose of the special meeting.   c. The board may create one or more committees composed of directors, and specify the duties and authority of each committee.   d. The board may permit any number of directors to participate in a regular or special meeting by, or conduct the meeting through, the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting.   e. Action required or permitted by this chapter to be taken at a board meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the cooperative’s records reflecting the action taken. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.   3. A director may waive any notice required by this chapter, the articles, or the bylaws before or after the date and time stated in the notice. The waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or records of the cooperative. A director’s attendance at or participation in a meeting waives any required notice to that director of the meeting unless the director at the beginning of the meeting or promptly upon the director’s arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.  96 Acts, ch 1010, §24; 98 Acts, ch 1152, §15, 16, 69
IA Code § 501.405 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.405 - Officers.

501.405 Officers.   A cooperative shall have officers described in its bylaws or appointed by the board in accordance with the bylaws. The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors’ and members’ meetings and for authenticating records of the cooperative. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board. The same individual may simultaneously hold more than one office.  96 Acts, ch 1010, §26
IA Code § 501.406 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.406 - Standards of conduct.

501.406 Standards of conduct.   1. A director or officer shall discharge the director’s or officer’s duties in conformity with all of the following:   a. In good faith.   b. With the care an ordinarily prudent person in a like position would exercise under similar circumstances.   c. In a manner the director or officer reasonably believes to be in the best interests of the cooperative.   2. In discharging duties by a director or officer, the director or officer 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 following:   a. One or more officers or employees of the cooperative whom the director or officer reasonably believes to be reliable and competent in the matters presented.   b. A person, including but not limited to a legal counsel or public accountant, regarding a matter that the director or officer reasonably believes is within the person’s professional or expert competence.   c. A committee of the board of which the director or officer is not a member if the director or officer reasonably believes the committee merits confidence.   3. A director or officer is not acting in good faith if the director or officer has knowledge concerning a matter in question that makes reliance otherwise permitted by subsection 2 unwarranted.   4. A director or officer is not liable for any action taken as a director or officer, or the failure to take action, if the director or officer performs the duties of the office in compliance with this section or if, and to the extent that, liability for the action or failure to act has been limited by the articles pursuant to section 501.407.  96 Acts, ch 1010, §27  Referred to in §501.805
IA Code § 501.407 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.407 - Personal liability — indemnification.

501.407 Personal liability — indemnification.   1. The articles may contain a provision eliminating or limiting the personal liability of a director, officer, or interest holder of the cooperative for money damages for any action taken, or any failure to take action as a director, officer, or interest holder, except liability for any of the following:   a. An intentional infliction of harm on the cooperative or its members.   b. An intentional violation of criminal law.   c. The amount of a financial benefit received by the person to which the person is not entitled.   d. An act or omission occurring prior to the date when the provision in the articles becomes effective.   2. The articles may contain a provision permitting or making obligatory indemnification of a director or officer for liability, as defined in section 501.411, to any person for any action taken, or any failure to take any action, as a director or officer, except liability for any of the following:   a. Receipt of a financial benefit to which the person is not entitled.   b. An intentional infliction of harm on the cooperative or its members.   c. An intentional violation of criminal law.  96 Acts, ch 1010, §28; 98 Acts, ch 1152, §18, 19, 69; 2003 Acts, ch 66, §15; 2004 Acts, ch 1101, §69  Referred to in §501.406, 501.412, 501.414
IA Code § 501.411 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.411 - Definitions.

501.411 Definitions.   As used in this part, unless the context otherwise requires:   1. “Cooperative” includes any domestic or foreign predecessor entity of a cooperative in a merger.   2. “Director” or “officer” means an individual who is or was a director or officer, respectively, of a cooperative who, while a director or officer of the cooperative, is or was serving at the cooperative’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign cooperative, 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 cooperative’s request if the director’s or officer’s duties to the cooperative also impose duties on, or otherwise involve services by, that director or officer 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. “Disinterested director” means a director who at the time of a vote referred to in section 501.414, subsection 3, or a vote or selection referred to in section 501.416, subsection 2 or 3, is not either of the following:   a. A party to the proceeding.   b. An individual having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made, which relationship would in the circumstances, reasonably be expected to exert an influence on the director’s judgment when voting on the decision being made.   4. “Expenses” includes counsel fees.   5. “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.   6. “Official capacity” means:   a. When used with respect to a director, the office of director in a cooperative.   b. When used with respect to an officer, as contemplated in section 501.417, the office in a cooperative held by the officer.   “Official capacity” does not include service for any other domestic or foreign cooperative or any corporation, partnership, joint venture, trust, employee benefit plan, or other entity.   7. “Party” means an individual who was, is, or is threatened to be made a defendant or respondent in a proceeding.   8. “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.  98 Acts, ch 1152, §20, 69; 2003 Acts, ch 66, §16  Referred to in §501.407
IA Code § 501.412 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.412 - Permissible indemnification.

501.412 Permissible indemnification.   1. Except as otherwise provided in this section, a cooperative 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 cooperative.   (b) In all other cases, that the individual’s conduct was at least not opposed to the best interests of the cooperative.   (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 organization as authorized by section 501.407, subsection 2.   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 “a”, subparagraph (2), subparagraph division (b).   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 pursuant to section 501.415, subsection 1, paragraph “c”, a cooperative shall not indemnify a director in either of the following circumstances:   a. In connection with a proceeding by or in the right of the cooperative, 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, paragraph “a”.   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.  98 Acts, ch 1152, §21, 69; 2003 Acts, ch 66, §17; 2009 Acts, ch 41, §263  Referred to in §501.414, 501.415, 501.416, 501.419, 501.712
IA Code § 501.413 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.413 - Mandatory indemnification.

501.413 Mandatory indemnification.   A cooperative 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 cooperative.  98 Acts, ch 1152, §22, 69; 2003 Acts, ch 66, §18  Referred to in §501.414, 501.415, 501.417, 501.712
IA Code § 501.414 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.414 - Advance for expenses.

501.414 Advance for expenses.   1. A cooperative may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because the person is a director if the person delivers all of the following to the cooperative:   a. A written affirmation of the director’s good faith belief that either the director has met the relevant standard of conduct described in section 501.412 or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of organization as authorized by section 501.407, subsection 1.   b. The director’s written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under section 501.413 and it is ultimately determined that the director has not met the relevant standard of conduct described in section 501.412.   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 either of the following:   a. By the board of directors, according to one of the following:   (1) If there are two or more disinterested directors, by a majority vote of all the disinterested 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 disinterested directors appointed by such a vote.   (2) If there are fewer than two disinterested directors, if a quorum is present when the vote is taken, by the affirmative vote of a majority of the directors present, unless the articles or bylaws require the vote of a greater number of directors, in which authorization directors who do not qualify as disinterested directors may participate.   b. By the members, but voting interests owned by or voted under the control of a director who at the time does not qualify as a disinterested director shall not be voted on the authorization.  98 Acts, ch 1152, §23, 69; 2003 Acts, ch 66, §19  Referred to in §501.411, 501.415, 501.419, 501.712
IA Code § 501.415 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.415 - Court-ordered indemnification.

501.415 Court-ordered indemnification.   1. A director who is a party to a proceeding because the person is a director may apply to the court conducting the proceeding or to another court of competent jurisdiction for indemnification or an advance for expenses. After receipt of an application, and after giving any notice the court considers necessary, the court shall proceed according to the following:   a. Order indemnification if the court determines that the director is entitled to mandatory indemnification under section 501.413.   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 501.419, 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 501.412, subsection 1, failed to comply with section 501.414, or was adjudged liable in a proceeding referred to in section 501.412, 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”, the court shall also order the cooperative 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”, the court may also order the cooperative to pay the director’s reasonable expenses to obtain court-ordered indemnification or advance for expenses.  98 Acts, ch 1152, §24, 69; 2003 Acts, ch 66, §20  Referred to in §501.412, 501.417, 501.712
IA Code § 501.416 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.416 - Determination and authorization of indemnification.

501.416 Determination and authorization of indemnification.   1. A cooperative shall not indemnify a director under section 501.412 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the relevant standard of conduct set forth in section 501.412.   2. The determination shall be made by one of the following:   a. If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested 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 disinterested directors appointed by such a vote.   b. By special legal counsel.   (1) The special legal counsel shall be selected in the manner described in paragraph “a”.   (2) If there are fewer than two disinterested directors, special legal counsel shall be selected by the board of directors, in which selection directors who do not qualify as disinterested directors may participate.   c. By the members, but voting interests owned by or voted under the control of a director who at the time does not qualify as a disinterested 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 disinterested directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled under subsection 2, paragraph “b”, to select special legal counsel.  98 Acts, ch 1152, §25, 69; 2003 Acts, ch 66, §21  Referred to in §501.411, 501.419
IA Code § 501.417 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.417 - Indemnification of officers.

501.417 Indemnification of officers.   1. A cooperative may indemnify and advance expenses under this part to an officer of the cooperative who is a party to the proceeding because the person is an officer, according to both of the following:   a. To the same extent as to a director.   b. If the person is an officer but not a director, to such further extent as may be provided by the articles of association, the bylaws, a resolution of the board of directors, or contract, except for either of the following:   (1) Liability in connection with a proceeding by or in the right of the cooperative other than for reasonable expenses incurred in connection with the proceeding.   (2) Liability arising out of conduct that constitutes any of the following:   (a) Receipt by the officer of a financial benefit to which the officer is not entitled.   (b) An intentional infliction of harm on the cooperative or the interest holders.   (c) An intentional violation of criminal law.   2. The provisions of subsection 1, paragraph “b”, shall apply to an officer who is also a director if the basis on which the officer is made a party to a proceeding is an act or omission solely as an officer.   3. An officer of a cooperative who is not a director is entitled to mandatory indemnification under section 501.413, and may apply to a court under section 501.415 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or an advance for expenses under those provisions.  98 Acts, ch 1152, §26, 69; 2003 Acts, ch 66, §22  Referred to in §501.411
IA Code § 501.418 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.418 - Insurance.

501.418 Insurance.   A cooperative may purchase and maintain insurance on behalf of an individual who is a director or officer of the cooperative, or who, while a director or officer of the cooperative, serves at the cooperative’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign cooperative, corporation, partnership, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by that individual in that capacity or arising from the individual’s status as a director or officer, whether or not the cooperative would have power to indemnify or advance expenses to that individual against the same liability under this part.  98 Acts, ch 1152, §27, 69; 2003 Acts, ch 66, §23
IA Code § 501.419 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.419 - Variation by corporate action — application of this part.

501.419 Variation by corporate action — application of this part.   1. A cooperative may, by a provision in its articles of organization or bylaws or in a resolution adopted or a contract approved by its board of directors or members, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 501.412 or advance funds to pay for or reimburse expenses in accordance with section 501.414. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in section 501.414, subsection 3, and in section 501.416, subsection 3. Any such provision that obligates the cooperative to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the cooperative to advance funds to pay for or reimburse expenses in accordance with section 501.414 to the fullest extent permitted by law, unless the provision specifically provides otherwise.   2. Any provision pursuant to subsection 1 shall not obligate the cooperative to indemnify or advance expenses to a director of a predecessor of the cooperative, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of organization, bylaws, or a resolution of the board of directors or members of a predecessor of the cooperative 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 501.618, subsection 3.   3. A cooperative may, by a provision in its articles of organization, 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 cooperative’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 cooperative’s power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent.  98 Acts, ch 1152, §28, 69; 2003 Acts, ch 66, §24  Referred to in §501.415
IA Code § 501.420 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.420 - Exclusivity.

501.420 Exclusivity.   A cooperative may provide indemnification or advance expenses to a director or an officer only as permitted by this chapter.  2003 Acts, ch 66, §25