Iowa Code 504.901 – Personal liability
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1. Except as otherwise provided in this chapter, a director, officer, employee, or member of a corporation is not liable for the corporation‘s debts or obligations and a director, officer, member, or other volunteer is not personally liable in that capacity to any person for any action taken or failure to take any action in the discharge of the person’s duties except liability for any of the following:
a. The amount of any financial benefit to which the person is not entitled.
b. An intentional infliction of harm on the corporation or the members.
c. A violation of section 504.835.
d. An intentional violation of criminal law.
Terms Used In Iowa Code 504.901
- articles: includes amended and restated articles of incorporation and articles of merger. See Iowa Code 504.141
- Corporation: means a public benefit, mutual benefit, or religious corporation. See Iowa Code 504.141
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
- Member: means a person who on more than one occasion, pursuant to the provisions of a corporation's articles or bylaws, has a right to vote for the election of a director or directors of a corporation, irrespective of how a member is defined in the articles or bylaws of the corporation. See Iowa Code 504.141
- Person: includes any individual or entity. See Iowa Code 504.141
2. A provision set forth in the articles of incorporation eliminating or limiting the liability of a director to the corporation or its members for money damages for any action taken, or any failure to take any action, pursuant to section 504.202, subsection 2, paragraph “d”, shall not affect the applicability of this section.