§ 490.810 — Vacancy on board of directors

Iowa § 490.810

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

Text

1. Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board
of directors, including a vacancy resulting from an increase in the number of directors, the
vacancy may be filled in any of the following manners:
a. The shareholders may fill the vacancy.
b. The board of directors may fill the vacancy.
c. If the directors remaining in office are less than a quorum, they may fill the vacancy by
the affirmative vote of a majority of all the directors remaining in office.
2. If the vacant office was held by a director elected by a voting group of shareholders,
only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is
filledbytheshareholders, andonlytheremainingdirectorselectedbythatvotinggroup, even
if less than a quorum, are entitled to fill the vacancy if it is filled by the directors.
3. A vacancy that will occur at a specific later date, by reason of a resignation effective at a
later date under section 490.807, subsection 2, or otherwise, may be filled before the vacancy
occurs but the new director shall not take office until the vacancy occurs.