§ 490.303 — Emergency powers

Iowa § 490.303

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 490: BUSINESS CORPORATIONS

Text

1. In anticipation of or during an emergency as defined in subsection 4, the board of
directors of a corporation may do all of the following:
a. Modify lines of succession to accommodate the incapacity of any director, officer,
employee, or agent.
b. Relocate the principal office, designate alternative principal offices or regional offices,
or authorize the officers to do so.
2. During an emergency as defined in subsection 4, unless emergency bylaws provide
otherwise:
a. Noticeofameetingoftheboardofdirectorsneedbegivenonlytothosedirectorswhom
it is practicable to reach and may be given in any practicable manner.
b. One or more officers of the corporation present at a meeting of the board of directors
may be deemed to be directors for the meeting, in order of rank and within the same rank in
order of seniority, as necessary to achieve a quorum.
3. Corporate action taken in good faith during an emergency under this section to further
the ordinary business affairs of the corporation shall both:
a. Bind the corporation.
b. Not be used to impose liability on a corporate director, officer, employee, or agent.
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.