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Iowa Code

VIII

Directors and Officers

490.801Requirement for and functions of board of directors 490.802Qualifications of directors 490.803Number and election of directors 490.804Election of directors by certain classes of series of shares 490.805Terms of directors generally 490.806Staggered terms for directors 490.807Resignation of directors 490.808Removal of directors by shareholders 490.809Removal of directors by judicial proceeding 490.810Vacancy on board of directors 490.811Compensation of directors 490.820Meetings 490.821Action without meeting 490.822Notice of meeting 490.823Waiver of notice 490.824Quorum and voting 490.825Committees of the board 490.826Submission of matters for shareholder vote 490.830Standards of conduct for directors 490.831Standards of liability for directors 490.832Directors’ liability for unlawful distributions 490.833Liability for unlawful distribution 490.840Officers 490.841Functions of officers 490.842Standards of conduct for officers 490.843Resignation and removal of officers 490.844Contract rights of officers 490.850Part definitions 490.851Permissible indemnification 490.852Mandatory indemnification 490.853Advance for expenses 490.854Court-ordered indemnification and advance for expenses 490.855Determination and authorization of indemnification 490.856Indemnification of officers 490.857Insurance 490.858Variation by corporate action — application of part 490.859Exclusivity of part 490.860Part definitions 490.861Judicial action 490.862Directors’ action 490.863Shareholders’ action 490.870Business opportunities