Iowa Code § 490.207
Emergency bylaws
Redline — January 1, 2012 → current.View current text →
Current — January 1, 2023
As of January 1, 2012
1. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection 4. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
1. Unless the articles of incorporation provide otherwise, the board of directors may adopt bylaws to be effective only in an emergency as defined in subsection 4. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including any of the following:
a. Procedures for calling a meeting of the board of directors.
a. Procedures for calling a meeting of the board of directors.
b. Quorum requirements for the meeting.
b. Quorum requirements for the meeting.
c. Designation of additional or substitute directors.
c. Designation of additional or substitute directors.
2. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
2. All provisions of the regular bylaws not inconsistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
3. Corporate action taken in good faith in accordance with the emergency bylaws has both of the following effects:
3. Corporate action taken in good faith in accordance with the emergency bylaws has all of the following effects:
a. The action binds the corporation.
a. The action binds the corporation.
b. The action shall not be used to impose liability on a corporate director, officer, employee, or agent.
b. The action shall not be used to impose liability on a director, officer, employee, or agent of the corporation.
4. An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.
4. An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of some catastrophic event.
89 Acts, ch 288, §24
89 Acts, ch 288, §24; 2021 Acts, ch 165, §31, 230
Official source: Iowa Legislature. Reproduced from public-domain Iowa statutes; confirm against the official source for the current text. Not legal advice.