§ 504.808 — Removal of directors elected by members or directors

Iowa § 504.808

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

Text

1. The members of a corporation may remove one or more directors elected by the
members without cause.
2. If a director is elected by a class, chapter, or other organizational unit or by region or
other geographic grouping, the director may be removed only by the members of that class,
chapter, unit, or grouping.
3. Except as provided in subsection 9, a director may be removed under subsection 1 or 2
only if the number of votes cast to remove the director would be sufficient to elect the director
at a meeting to elect directors.
4. If cumulative voting is authorized, a director shall not be removed if the number of
votes, or if the director was elected by a class, chapter, unit, or grouping of members, the
number of votes of that class, chapter, unit, or grouping, sufficient to elect the director under
cumulative voting is voted against the director’s removal.
5. A director elected by members may be removed by the members only at a meeting
called for the purpose of removing the director and the meeting notice must state that the
purpose, or one of the purposes, of the meeting is the removal of the director.
6. For the purpose of computing whether a director is protected from removal under
subsections 2 through 4, it should be assumed that the votes against removal are cast in
an election for the number of directors of the group to which the director to be removed
belonged on the date of that director’s election.
7. An entire board of directors may be removed under subsections 1 through 5.
8. A director elected by the board may be removed without cause by the vote of two-thirds
of the directors then in office or such greater number as is set forth in the articles or bylaws.
However, a director elected by the board to fill the vacancy of a director elected by the
members may be removed without cause by the members, but not by the board.
9. If at the beginning of a director’s term on the board the articles or bylaws provide that
a director may be removed for missing a specified number of board meetings, the board may
remove the director for failing to attend the specified number of meetings. The director may
be removed only if a majority of the directors then in office votes for the removal.
10. The articles or bylaws of a corporation may do both of the following:
a. Limit the application of this section.
b. Set forth the vote and procedures by which the board or any person may remove with
or without cause a director elected by the members or the board.