§ 504.811 — Vacancy on board

Iowa § 504.811

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

Text

1. Unlessthearticlesorbylawsofacorporationprovideotherwise,andexceptasprovided
in subsections 2 and 3, if a vacancy occurs on the board of directors, including a vacancy
resulting from an increase in the number of directors, any of the following may occur:
a. The members, if any, may fill the vacancy. If the vacant office was held by a director
elected by a class, chapter, or other organizational unit or by region or other geographic
grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the
vacancy if it is filled by the members.
b. The board of directors may fill the vacancy.
c. If the directors remaining in office constitute fewer than a quorum of the board, they
may fill the vacancy by the affirmative vote of a majority of all the directors remaining in
office.
2. Unless the articles or bylaws provide otherwise, if a vacant office was held by an
appointed director, only the person who appointed the director may fill the vacancy.
3. If a vacant office was held by a designated director, the vacancy shall be filled as
provided in the articles or bylaws. In the absence of an applicable article or bylaw provision,
the vacancy shall be filled by the board.
4. A vacancy that will occur at a specific later date by reason of a resignation effective at a
later date under section 504.807, subsection 2, or otherwise, may be filled before the vacancy
occurs, but the new director shall not take office until the vacancy occurs.