§ 490.802 — Qualifications of directors

Iowa § 490.802

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

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1. The articles of incorporation or bylaws may prescribe qualifications for directors or for

nominees for directors. Qualifications must be reasonable as applied to the corporation and
be lawful.
2. A requirement that is based on a past, prospective, or current action, or expression
of opinion, by a nominee or director that could limit the ability of a nominee or director to
discharge his or her duties as a director is not a permissible qualification under this section.
Notwithstanding the foregoing, qualifications may include not being or having been subject
to specified criminal, civil, or regulatory sanctions or not having been removed as a director
by judicial action or for cause.
3. A director need not be a resident of this state or a shareholder unless the articles of
incorporation or bylaws so prescribe.
4. A qualification for nomination for director prescribed before a person’s nomination
shall apply to such person at the time of nomination. A qualification for nomination for
director prescribed after a person’s nomination shall not apply to such person with respect
to such nomination.
5. A qualification for director prescribed before a director has been elected or appointed
may apply only at the time an individual becomes a director or may apply during a director’s
term. A qualification prescribed after a director has been elected or appointed shall not apply
to that director before the end of that director’s term.