§ 504.855 — Court-ordered indemnification

Iowa § 504.855

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 504: REVISED IOWA NONPROFIT CORPORATION ACT

Text

1. A director who is a party to a proceeding because the person is a director may apply
for indemnification or an advance for expenses to the court conducting the proceeding or to
another court of competent jurisdiction. After receipt of an application, and after giving any
notice the court considers necessary, the court shall do one of the following:
a. Order indemnification if the court determines that the director is entitled to mandatory
indemnification under section 504.853.
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 504.859, 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 indemnify or advance expenses to the director, even if the director has not met
the relevant standard of conduct set forth in section 504.852, subsection 1, failed to comply
with section 504.854, or was adjudged liable in a proceeding referred to in section 504.852,
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”, it shall also order the corporation 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”, it may also order the corporation to pay

the director’s reasonable expenses to obtain court-ordered indemnification or advance for
expenses.