§ 490.1704 — Duties of directors

Iowa § 490.1704

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 490: BUSINESS CORPORATIONS

Text

1. Each member of the board of directors of a benefit corporation, when discharging the
duties of a director, shall act according to all of the following:
a. In a responsible and sustainable manner.

b. In a manner that pursues the public benefit or benefits identified in any public benefit
provision.
2. In fulfilling the duties under subsection 1, a director shall consider, to the extent
affected, in addition to the interests of shareholders generally, the separate interests of
stakeholders known to be affected by the business of the corporation including all of the
following:
a. The employees and workforces of the corporation, its subsidiaries, and its suppliers.
b. Customers.
c. Communitiesorsociety, includingthoseofeachcommunityinwhichofficesorfacilities
of the corporation, its subsidiaries, or its suppliers are located.
d. The local and global environment.
3. A director of a benefit corporation shall not, by virtue of the duties imposed by
subsections 1 and 2, owe any duty to a person other than the benefit corporation due to
any interest of the person in the status of the corporation as a benefit corporation or in any
public benefit provision.
4. Unless otherwise provided in the articles of incorporation, the violation by a director
of the duties imposed by subsections 1 and 2 shall not constitute an intentional infliction of
harm on the corporation or the shareholders for the purposes of section 490.202, subsection
2, paragraphs “d” and “e”.