MEETINGS AND ACTION OF THE BOARD

Iowa Code tit. XII, ch. 490, subch. VIII, pt. 2

in effect

Iowa Code § 490.820 Meetings.

490.820. Meetings. 1. The board of directors may hold regular or special meetings in or out of this state. 2. Unless restricted by the articles of incorporation or bylaws, any director may participate in any meeting of the board of directors through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. 89 Acts, ch 288, §83; 2021 Acts, ch 165, §97, 230

Iowa Code § 490.821 Action without meeting.

490.821. Action without meeting. 1. Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation. 2. Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken is to be effective. A director’s consent may be withdrawn by a revocation signed by the director and delivered to the corporation before delivery to the corporation of unrevoked written consents signed by all the directors. 3. A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document. 89 Acts, ch 288, §84; 2002 Acts, ch 1154, §34, 125; 2021 Acts, ch 165, §98, 230

Iowa Code § 490.822 Notice of meeting.

490.822. Notice of meeting. 1. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting. 2. Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two days’ notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws. 89 Acts, ch 288, §85; 2021 Acts, ch 165, §99, 230

Iowa Code § 490.823 Waiver of notice.

490.823. Waiver of notice. 1. A director may waive any notice required by this chapter, the articles of incorporation, or the bylaws before or after the date and time stated in the notice. Except as provided by subsection 2, the waiver must be in writing, signed by the director entitled to the notice, and delivered to the corporation for filing by the corporation with the minutes or corporate records. 2. A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless all of the following apply: a. The director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting business at the meeting. b. The director does not, after objecting, vote for or assent to action taken at the meeting. 89 Acts, ch 288, §86; 2021 Acts, ch 165, §100, 230

Iowa Code § 490.824 Quorum and voting.

490.824. Quorum and voting. 1. Unless the articles of incorporation or bylaws provide for a greater or lesser number, or unless otherwise expressly provided in this chapter, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws. 2. The quorum of the board of directors specified in or fixed in accordance with the articles of incorporation or bylaws shall not consist of less than one-third of the specified or fixed number of directors. 3. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this chapter. 4. a. A director who is present at a meeting of the board of directors or a committee when corporate action is taken is deemed to have assented to the action taken unless one or more of the following occurs: (1) The director objects at the beginning of the meeting, or promptly upon arrival, to holding it or transacting business at the meeting. (2) The dissent or abstention from the action taken is entered in the minutes of the meeting. (3) The director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. b. The right of dissent or abstention is not available to a director who votes in favor of the action taken. 89 Acts, ch 288, §87; 2002 Acts, ch 1154, §35, 125; 2012 Acts, ch 1023, §157; 2021 Acts, ch 165, §101, 230

Iowa Code § 490.825 Committees of the board.

490.825. Committees of the board. 1. Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may establish one or more board committees composed exclusively of one or more directors to perform functions of the board of directors. 2. a. The establishment of a board committee and appointment of members to it shall be approved by the greater of the following: (1) A majority of all the directors in office when the action is taken. (2) The number of directors required by the articles of incorporation or bylaws to take action under section 490.824. b. Paragraph “a” applies unless, in either case, this chapter or the articles of incorporation provide otherwise. 3. Sections 490.820 through 490.824 apply to board committees and their members. 4. A board committee may exercise the powers of the board of directors under section 490.801, to the extent specified by the board of directors or in the articles of incorporation or bylaws, except that a board committee shall not do any of the following: a. Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors. b. Approve or propose to shareholders action that this chapter requires be approved by shareholders. c. Fill vacancies on the board of directors or, subject to subsection 5, on any board committees. d. Adopt, amend, or repeal bylaws. 5. The board of directors may appoint one or more directors as alternate members of any board committee to replace any absent or disqualified member during the member’s absence or disqualification. If the articles of incorporation, the bylaws, or the resolution creating the board committee so provide, the member or members present at any board committee meeting and not disqualified from voting may, by unanimous action, appoint another director to act in place of an absent or disqualified member during that member’s absence or disqualification. 89 Acts, ch 288, §88; 2002 Acts, ch 1154, §36, 125; 2003 Acts, ch 108, §90; 2021 Acts, ch 165, §102, 230

Iowa Code § 490.826 Submission of matters for shareholder vote.

490.826. Submission of matters for shareholder vote. A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter. 2013 Acts, ch 31, §27, 82