§ 490.858 — Variation by corporate action — application of part

Iowa § 490.858

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

Text

1. A corporation may, by a provision in its articles of incorporation or bylaws or in a
resolution adopted or a contract approved by the board of directors or shareholders, obligate
itself in advance of the act or omission giving rise to a proceeding to provide indemnification
in accordance with section 490.851 or advance funds to pay for or reimburse expenses in
accordance with section 490.853. Any such obligatory provision shall be deemed to satisfy
the requirements for authorization referred to in section 490.853, subsection 3, and in
section 490.855, subsection 3. Any such provision that obligates the corporation to provide
indemnification to the fullest extent permitted by law shall be deemed to obligate the
corporation to advance funds to pay for or reimburse expenses in accordance with section
490.853 to the fullest extent permitted by law, unless the provision expressly provides
otherwise.
2. A right of indemnification or to advances for expenses created by this part or under
subsection 1 and in effect at the time of an act or omission shall not be eliminated or impaired
with respect to such act or omission by an amendment of the articles of incorporation or
bylaws or a resolution of the board of directors or shareholders, adopted after the occurrence
ofsuchactoromission, unless, inthecaseofarightcreatedundersubsection1, theprovision
creating such right and in effect at the time of such act or omission explicitly authorizes such
elimination or impairment after such act or omission has occurred.
3. Any provision pursuant to subsection 1 shall not obligate the corporation to indemnify
or advance expenses to a director of a predecessor of the corporation, pertaining to conduct
with respect to the predecessor, unless otherwise expressly provided. Any provision for
indemnification or advance for expenses in the articles of incorporation, or bylaws, or a
resolution of the board of directors or shareholders of a predecessor of the corporation 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 490.1107, subsection 1, paragraph “d”.
4. Subjecttosubsection2,acorporationmay,byaprovisioninitsarticlesofincorporation,
limit any of the rights to indemnification or advance for expenses created by or pursuant to
this part.

5. This part does not limit a corporation’s power to pay or reimburse expenses incurred
by a director or an officer in connection with appearing as a witness in a proceeding at a time
when the director or officer is not a party.
6. This part does not limit a corporation’s power to indemnify, advance expenses to, or
provide or maintain insurance on behalf of an employee or agent.