Iowa Code

Iowa Code § 504.901 (2026)

Personal liability

✓ current as of July 2026

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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. \n Tue Dec 09 22:06:39 2025 Iowa Code 2026, Chapter 504 (45, 0) 49 REVISED IOWA NONPROFIT CORPORATION ACT, §504.1003\n\n d. An intentional violation of criminal law.

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. 2004 Acts, ch 1049, §111, 192; 2005 Acts, ch 19, §103; 2006 Acts, ch 1089, §50 Referred to in §504.202, 504.832, 504.843\n\n 504.902 through 504.1000 Reserved.\n\n SUBCHAPTER X AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS\n\n PART 1 ARTICLES OF INCORPORATION \n

Notes of Decisions

Cited in 9 cases (1 in the last 5 years), 2015–2023 · leading case: Valerie Bandstra, Anne Bandstra, Ryan Bandstra & Jason Bandstra v. Covenant Reformed Church, 913 N.W.2d 19 (Iowa 2018).

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Valerie Bandstra, Anne Bandstra, Ryan Bandstra & Jason Bandstra v. Covenant Reformed Church, 913 N.W.2d 19 (Iowa 2018). · cites it 4× “Iowa Code § 504.901 (2013). The court concluded the elders could not be held liable for any actions taken pursuant to their duties in governing a nonprofit corporation.”

Shannon & Danny NELSON, Individually, & on Behalf of E.N. F/K/A E.N., a Minor, Appellees, v. Lynn M. LINDAMAN, Lynn M. Lindaman, M.D., P.L.C. D/B/A Lindaman Orthopaedic, & Mercy Med. Ctr.—Des Moines, Appellants, 867 N.W.2d 1 (Iowa 2015). · cites it 2× “§ 504.901 (immunizing a director, officer, employee, member, or volunteer of a nonprofit corporation except for financial benefit, intentional harm, or an intentional violation of law); id.”

Decorah Genealogy Ass'n v. Roger L. Bergan (Iowa Ct. App. 2020). · cites it 27× “We choose to focus on Bergan’s argument concerning section 504.901, which was both raised below and briefed on appeal.”

Safe Bldg. Compliance & Tech. v. Michelle Bernholtz, n/k/a Michelle Naughton (Iowa Ct. App. 2023). · cites it 10× “202, subsection 2, paragraph “d”, or section 504.901 or the protection afforded by section 504.”

Valerie Bandstra, Anne Bandstra, Ryan Bandstra & Jason Bandstra v. Covenant Reformed Church (Iowa 2018). · cites it 4× “Iowa Code § 504.901 (2013). The court concluded the elders could not be held liable for any actions taken pursuant to their duties in governing a nonprofit corporation.”

Steven Kuhle as Fraternal Order of Eagles 568 v. Iowa Civil Rights Comm'n & Patricia Kelly & Michael Fishnick (Iowa Ct. App. 2019). · cites it 2× “The ICRC held that 3 “Kuhle’s actions as a trustee of the non-profit organization form the basis for this FINAL ORDER, but he is not personally liable as an individual due to the immunity provided for in Iowa Code Section 504.901(1).” The ICRC adopted the ALJ’s award of damages…”

Steven Kuhle as Fraternal Order of Eagles 568 v. Iowa Civil Rights Comm'n & Patricia Kelly & Michael Fishnick (Iowa Ct. App. 2019). · cites it 2× “The ICRC held that “Kuhle’s actions as a trustee of the non-profit organization form the basis for this FINAL ORDER, but he is not personally liable as an individual due to the immunity provided for in Iowa Code Section 504.901(1).” The ICRC adopted the ALJ’s award of damages…”

Urbandale Best, LLC v. R & R Realty Grp., LLC, Paragon Best, LLC, & Highland Pointe Off. Park Owners' Ass'n (Iowa Ct. App. 2015). “’” Also, some of the “no” notations were followed by, “we are setting out specific provisions of § 504.901” or “follow the language of the statute.”

Shannon & Danny Nelson, Individually, & on Behalf of E.N. F/K/A E.N., a Minor v. Lynn M. Lindaman, Lynn M. Lindaman, M.D., P.L.C. D/B/A Lindaman Orthopaedic, & Mercy Med. Ctr. – Des Moines (Iowa 2015). “§ 504.901 (immunizing a director, officer, employee, member, or volunteer of a nonprofit corporation except for financial benefit, intentional harm, or an intentional violation of law); id.”

— Iowa Code § 504.901(1) — 2 cases

Steven Kuhle as Fraternal Order of Eagles 568 v. Iowa Civil Rights Comm'n & Patricia Kelly & Michael Fishnick (Iowa Ct. App. 2019). “The ICRC held that 3 “Kuhle’s actions as a trustee of the non-profit organization form the basis for this FINAL ORDER, but he is not personally liable as an individual due to the immunity provided for in Iowa Code Section 504.901(1).” The ICRC adopted the ALJ’s award of damages…”

Steven Kuhle as Fraternal Order of Eagles 568 v. Iowa Civil Rights Comm'n & Patricia Kelly & Michael Fishnick (Iowa Ct. App. 2019). “The ICRC held that “Kuhle’s actions as a trustee of the non-profit organization form the basis for this FINAL ORDER, but he is not personally liable as an individual due to the immunity provided for in Iowa Code Section 504.901(1).” The ICRC adopted the ALJ’s award of damages…”

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