Iowa Code § 490.805
Terms of directors generally
Redline — January 1, 2012 → current.View current text →
Current — January 1, 2023
As of January 1, 2012
1. The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected.
1. The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected.
2. The terms of all other directors expire at the next annual shareholders’ meeting following their election unless their terms are staggered under section 490.806 or 490.806A.
2. a. The terms of all other directors expire at the next, or if their terms are staggered in accordance with section 490.806, at the applicable second or third, annual shareholders’ meeting following their election.
b. Paragraph “a” does not apply in any of the following circumstances:
(1) To the extent provided in section 490.1022 if a bylaw electing to be governed by that section is in effect.
(2) A shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election.
3. A decrease in the number of directors does not shorten an incumbent director’s term.
3. A decrease in the number of directors does not shorten an incumbent director’s term.
4. The term of a director elected to fill a vacancy expires at the next shareholders’ meeting at which directors are elected, except as provided in section 490.806A.
4. The term of a director elected to fill a vacancy expires at the next shareholders’ meeting at which directors are elected.
5. Despite the expiration of a director’s term, the director continues to serve until a successor for that director is elected and qualifies or until there is a decrease in the number of directors.
5. Except to the extent otherwise provided in the articles of incorporation or under section 490.1022, if a bylaw electing to be governed by that section is in effect, despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected and qualifies or there is a decrease in the number of directors.
89 Acts, ch 288, §76; 2011 Acts, ch 2, §4, 10
89 Acts, ch 288, §76; 2011 Acts, ch 2, §4, 10; 2018 Acts, ch 1015, §2; 2021 Acts, ch 165, §91, 230
2011 amendments to subsections 2 and 4 repealed effective December 31, 2014; see 2011 Acts, ch 2, §9
Subsections 2 and 4 amended
Official source: Iowa Legislature. Reproduced from public-domain Iowa statutes; confirm against the official source for the current text. Not legal advice.