This text of Iowa § 501A.712 (Standard of conduct) is published on Counsel Stack Legal Research, covering Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
1. Standard and liability. A director shall discharge the duties of the position of director
in good faith, in a manner the director reasonably believes to be in the best interests of the
cooperative, and with the care an ordinarily prudent person in a like position would exercise
under similar circumstances. A person who so performs those duties is not liable by reason
of being or having been a director of the cooperative.
25 COOPERATIVE ASSOCIATIONS ACT, §501A.713
2. Reliance.
a. A director is entitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, in each case prepared or presented by any of
the following:
(1)One or more officers or employees of the cooperative whom the director reasonably
believes to be liable and com
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1. Standard and liability. A director shall discharge the duties of the position of director
in good faith, in a manner the director reasonably believes to be in the best interests of the
cooperative, and with the care an ordinarily prudent person in a like position would exercise
under similar circumstances. A person who so performs those duties is not liable by reason
of being or having been a director of the cooperative.
25 COOPERATIVE ASSOCIATIONS ACT, §501A.713
2. Reliance.
a. A director is entitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, in each case prepared or presented by any of
the following:
(1) One or more officers or employees of the cooperative whom the director reasonably
believes to be liable and competent in the matters presented.
(2) Counsel, public accountants, or other persons as to matters that the director
reasonably believes are within the person’s professional or expert competence.
(3) A committee of the board upon which the director does not serve, duly established by
the board, as to matters within its designated authority, if the director reasonably believes the
committee to merit confidence.
b. Paragraph “a” does not apply to a director who has knowledge concerning the matter
in question that makes the reliance otherwise permitted by paragraph “a” unwarranted.
3. Presumptionofassentanddissent. A director who is present at a meeting of the board
when an action is approved by the affirmative vote of a majority of the directors present is
presumed to have assented to the action approved, unless any of the following applies:
a. The director objects at the beginning of the meeting to the transaction of business
becausethemeetingisnotlawfullycalledorconvenedanddoesnotparticipateinthemeeting
after the objection, in which case the director is not considered to be present at the meeting
for any purpose of this chapter.
b. The director votes against the action at the meeting.
c. The director is prohibited by a conflict of interest from voting on the action.
4. Considerations. In discharging the duties of the position of director, a director may, in
considering the best interests of the cooperative, consider the interests of the cooperative’s
employees, customers, suppliers, and creditors, the economy of the state, and long-term
as well as short-term interests of the cooperative and its patron members, including the
possibility that these interests may be best served by the continued independence of the
cooperative.