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OFFICERS

Iowa Code tit. XII, ch. 504, subch. VIII, pt. 4
in effect

Iowa Code § 504.841 Required officers.

504.841. Required officers. 1. Unless otherwise provided in the articles or bylaws of a corporation, a corporation shall have a president, a secretary, a treasurer, and such other officers as are appointed by the board. An officer may appoint one or more officers if authorized by the bylaws or the board of directors. 2. The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors’ and members’ meetings and for authenticating records of the corporation. 3. The same individual may simultaneously hold more than one office in a corporation. 2004 Acts, ch 1049, §95, 192

Iowa Code § 504.842 Duties and authority of officers.

504.842. Duties and authority of officers. Each officer of a corporation has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. 2004 Acts, ch 1049, §96, 192

Iowa Code § 504.843 Standards of conduct for officers.

504.843. Standards of conduct for officers. 1. An officer, when performing in such capacity, shall act in conformity with all of the following: a. In good faith. b. With the care that a person in a like position would reasonably exercise under similar circumstances. c. In a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any. 2. In discharging the officer’s duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on any of the following: a. The performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated. b. Information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented. c. Legal counsel, public accountants, or other persons retained by the corporation as to matters involving the skills or expertise the officer reasonably believes are within the person’s professional or expert competence, or as to which the particular person merits confidence. d. In the case of religious corporations, religious authorities and ministers, priests, rabbis, or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and whom the officer believes to be reliable and competent in the matters presented. 3. An officer shall not be liable as an officer to the corporation or its members for any decision to take or not to take action, or any failure to take any action, if the duties of the officer are performed in compliance with this section. Whether an officer who does not comply with this section shall have liability will depend in such instance on applicable law, including those principles of sections 504.832 and 504.901 that have relevance. 2004 Acts, ch 1049, §97, 192

Iowa Code § 504.844 Resignation and removal of officers.

504.844. Resignation and removal of officers. 1. An officer of a corporation may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective time. If a resignation is made effective at a future time and the board or appointing officer accepts the future effective time, its board or appointing officer may fill the pending vacancy before the effective time if the board or appointing officer provides that the successor does not take office until the effective time. 2. An officer may be removed at any time with or without cause by any of the following: a. The board of directors. b. The officer who appointed such officer, unless the bylaws or the board of directors provide otherwise. c. Any other officer if authorized by the bylaws or the board of directors. d. In this section, “appointing officer” means the officer, including any successor to that officer, who appointed the officer resigning or being removed. 2004 Acts, ch 1049, §98, 192

Iowa Code § 504.845 Contract rights of officers.

504.845. Contract rights of officers. 1. The appointment of an officer of a corporation does not itself create contract rights. 2. An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer. 2004 Acts, ch 1049, §99, 192

Iowa Code § 504.846 Officers’ authority to execute documents.

504.846. Officers’ authority to execute documents. 1. A contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by any two officers in category 1 or by one officer in category 1 and one officer in category 2 as set out in subsection 2. 2. a. Category 1 officers include the presiding officer of the board and the president. b. Category 2 officers include a vice president and the secretary, treasurer, and executive director. 2004 Acts, ch 1049, §100, 192
Source: Iowa Legislature (legis.iowa.gov)URL: https://www.legis.iowa.gov/law/iowaCode/sections?codeChapter=504&year=2026Fetched: 10/20/2026

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