Iowa Code § 490.821
Action without meeting
Redline — January 1, 2012 → current.View current text →
Current — January 1, 2023
As of January 1, 2012
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.
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 A director’s consent may be withdrawn by revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.
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 A director’s consent may be withdrawn by a revocation signed by the director and delivered to the corporation before delivery to the corporation of unrevoked written consents signed by all the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 an action taken at a meeting of the board of directors and may be described as such in any document.
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
89 Acts, ch 288, §84; 2002 Acts, ch 1154, §34, 125; 2021 Acts, ch 165, §98, 230
Referred to in
Official source: Iowa Legislature. Reproduced from public-domain Iowa statutes; confirm against the official source for the current text. Not legal advice.