Iowa Code 490.303 – Emergency powers
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1. In anticipation of or during an emergency as defined in subsection 4, the board of directors of a corporation may do all of the following:
a. Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent.
b. Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
Terms Used In Iowa Code 490.303
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Employee: includes an officer but not a director. See Iowa Code 490.140
- following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
- Principal office: means the office, in or out of this state, so designated in the biennial report required by section 490. See Iowa Code 490.140
- Quorum: The number of legislators that must be present to do business.
2. During an emergency as defined in subsection 4, unless emergency bylaws provide otherwise:
a. Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner.
b. One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
3. Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation shall both:
a. Bind the corporation.
b. 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 board of directors cannot readily be assembled because of some catastrophic event.