For AI agents: read the machine-readable documentation index at /llms.txt or the single-file full reference at /llms-full.txt.
Form a Business

BOARD OF DIRECTORS

Iowa Code tit. XII, ch. 504, subch. VIII, pt. 1
in effect

Iowa Code § 504.801 Requirement for and duties of board.

504.801. Requirement for and duties of board. 1. Each corporation must have a board of directors. 2. Except as otherwise provided in this chapter or subsection 3, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, and subject to the oversight of, its board of directors. 3. The articles of incorporation may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized, any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities. 2004 Acts, ch 1049, §72, 192; 2007 Acts, ch 126, §88; 2012 Acts, ch 1049, §9

Iowa Code § 504.802 Qualifications of directors.

504.802. Qualifications of directors. All directors of a corporation must be individuals. The articles or bylaws may prescribe other qualifications for directors. 2004 Acts, ch 1049, §73, 192

Iowa Code § 504.803 Number of directors.

504.803. Number of directors. 1. The board of directors of a corporation must consist of one or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. 2. The number of directors may be increased or decreased from time to time by amendment to or in the manner prescribed in the articles or bylaws. 2004 Acts, ch 1049, §74, 192

Iowa Code § 504.804 Election, designation, and appointment of directors.

504.804. Election, designation, and appointment of directors. 1. If the corporation has members, all the directors, except the initial directors, shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or designated. 2. If a corporation does not have members, all the directors, except the initial directors, shall be elected, appointed, or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors other than the initial directors shall be elected by the board. 2004 Acts, ch 1049, §75, 192

Iowa Code § 504.805 Terms of directors generally.

504.805. Terms of directors generally. 1. The articles or bylaws of a corporation may specify the terms of directors. If the term is not specified in the articles or bylaws, the term of a director is one year. Except for designated or appointed directors, and except as otherwise provided in the articles or bylaws, the terms of directors shall not exceed five years. Directors may be elected for successive terms. 2. A decrease in the number or term of directors does not shorten an incumbent director’s term. 3. Except as provided in the articles or bylaws, both of the following apply: a. The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members. b. The term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling. 4. Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected, designated, or appointed, and qualifies, or until there is a decrease in the number of directors. 2004 Acts, ch 1049, §76, 192; 2015 Acts, ch 45, §7

Iowa Code § 504.806 Staggered terms for directors.

504.806. Staggered terms for directors. The articles or bylaws of a corporation may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of the several groups need not be uniform. 2004 Acts, ch 1049, §77, 192

Iowa Code § 504.807 Resignation of directors.

504.807. Resignation of directors. 1. A director of a corporation may resign at any time by delivering written notice to the board of directors, its presiding officer, or the president or secretary. 2. A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. 2004 Acts, ch 1049, §78, 192

Iowa Code § 504.808 Removal of directors elected by members or directors.

504.808. Removal of directors elected by members or directors. 1. The members of a corporation may remove one or more directors elected by the members without cause. 2. If a director is elected by a class, chapter, or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping. 3. Except as provided in subsection 9, a director may be removed under subsection 1 or 2 only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors. 4. If cumulative voting is authorized, a director shall not be removed if the number of votes, or if the director was elected by a class, chapter, unit, or grouping of members, the number of votes of that class, chapter, unit, or grouping, sufficient to elect the director under cumulative voting is voted against the director’s removal. 5. A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is the removal of the director. 6. For the purpose of computing whether a director is protected from removal under subsections 2 through 4, it should be assumed that the votes against removal are cast in an election for the number of directors of the group to which the director to be removed belonged on the date of that director’s election. 7. An entire board of directors may be removed under subsections 1 through 5. 8. A director elected by the board may be removed without cause by the vote of two-thirds of the directors then in office or such greater number as is set forth in the articles or bylaws. However, a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not by the board. 9. If at the beginning of a director’s term on the board the articles or bylaws provide that a director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office votes for the removal. 10. The articles or bylaws of a corporation may do both of the following: a. Limit the application of this section. b. Set forth the vote and procedures by which the board or any person may remove with or without cause a director elected by the members or the board. 2004 Acts, ch 1049, §79, 192; 2006 Acts, ch 1089, §49

Iowa Code § 504.809 Removal of designated or appointed directors.

504.809. Removal of designated or appointed directors. 1. A designated director of a corporation may be removed by an amendment to the articles or bylaws deleting or changing the designation. 2. a. Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director. b. The person removing the appointed director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation’s president or secretary. c. A removal of an appointed director is effective when the notice is effective unless the notice specifies a future effective date. 2004 Acts, ch 1049, §80, 192

Iowa Code § 504.810 Removal of directors by judicial proceeding.

504.810. Removal of directors by judicial proceeding. 1. The district court of the county where a corporation’s principal office is located or if there is no principal office located in this state, where the registered office is located, may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation by a member or director if the court finds both of the following apply: a. A director engaged in fraudulent conduct with respect to the corporation or its members, grossly abused the position of director, or intentionally inflicted harm on the corporation. b. Upon consideration of the director’s course of conduct and the inadequacy of other available remedies, the court determines that removal is in the best interest of the corporation. 2. A member or a director who proceeds by or in the right of a corporation pursuant to subsection 1 shall comply with all of the requirements of section 504.631 and sections 504.633 through 504.638. 3. The court, in addition to removing a director, may bar the director from serving on the board for a period of time prescribed by the court. 4. This section does not limit the equitable powers of the court to order other relief that the court determines is appropriate. 5. The articles or bylaws of a religious corporation may limit or prohibit the application of this section. 2004 Acts, ch 1049, §81, 192; 2005 Acts, ch 19, §122, 126

Iowa Code § 504.811 Vacancy on board.

504.811. Vacancy on board. 1. Unless the articles or bylaws of a corporation provide otherwise, and except as provided in subsections 2 and 3, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, any of the following may occur: a. The members, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter, or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members. b. The board of directors may fill the vacancy. c. If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. 2. Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy. 3. If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy shall be filled by the board. 4. A vacancy that will occur at a specific later date by reason of a resignation effective at a later date under section 504.807, subsection 2, or otherwise, may be filled before the vacancy occurs, but the new director shall not take office until the vacancy occurs. 2004 Acts, ch 1049, §82, 192

Iowa Code § 504.812 Compensation of directors.

504.812. Compensation of directors. Unless the articles or bylaws of a corporation provide otherwise, a board of directors may fix the compensation of directors. 2004 Acts, ch 1049, §83, 192
Source: Iowa Legislature (legis.iowa.gov)URL: https://www.legis.iowa.gov/law/iowaCode/sections?codeChapter=504&year=2026Fetched: 10/20/2026

Starting a business in Iowa? Iowa LLC guide: costs and requirements