§ 504.826 — Committees of the board

Iowa § 504.826

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

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1. Unless prohibited or limited by the articles or bylaws of a corporation, the board of
directors may create one or more committees of the board and appoint members of the board
to serve on them. Each committee shall have two or more directors, who serve at the pleasure
of the board.
2. The creation of a committee and appointment of members to it must be approved by
the greater of either of the following:
a. A majority of all the directors in office when the action is taken.
b. The number of directors required by the articles or bylaws to take action under section
504.825.
3. Sections 504.821 through 504.825, which govern meetings, action without meetings,
notice and waiver of notice, and quorum and voting requirements of the board, apply to
committees of the board and their members as well.
4. To the extent specified by the board of directors or in the articles or bylaws, each
committee of the board may exercise the board’s authority under section 504.801.
5. A committee of the board shall not, however, do any of the following:
a. Authorize distributions.
b. Approve or recommend to members dissolution, merger, or the sale, pledge, or transfer
of all or substantially all of the corporation’s assets.
c. Elect, appoint, or remove directors or fill vacancies on the board or on any of its
committees.
d. Adopt, amend, or repeal the articles or bylaws.
6. The creation of, delegation of authority to, or action by a committee does not alone
constitute compliance by a director with the standards of conduct described in section
504.831.
7. A corporation may create or authorize the creation of one or more advisory committees

whose members are not required to be directors. An advisory committee is not a committee
of the board of directors and shall not exercise any powers of the board.