§ 504.207 — Emergency bylaws and powers

Iowa § 504.207

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 504: REVISED IOWA NONPROFIT CORPORATION ACT

Text

1. Unless the articles provide otherwise, the directors of a corporation may adopt, amend,
or repeal bylaws to be effective only in an emergency as described in subsection 4. The
emergency bylaws, which are subject to amendment or repeal by the members, may provide
special procedures necessary for managing the corporation during the emergency, including
all of the following:
a. How to call a meeting of the board.
b. Quorum requirements for the meeting.
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.
3. Corporate action taken in good faith in accordance with the emergency bylaws does
both of the following:
a. Binds the corporation.
b. Shall 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 corporation’s
directors cannot readily be assembled because of some catastrophic event.