1. Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled in any of the following manners:

 a. The shareholders may fill the vacancy.
 b. The board of directors may fill the vacancy.
 c. If the directors remaining in office are less than a quorum, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

Terms Used In Iowa Code 490.810

  • Articles of incorporation: means the articles of incorporation described in section 490. 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
  • Quorum: The number of legislators that must be present to do business.
  • Shares: means the units into which the proprietary interests in a domestic or foreign corporation are divided. See Iowa Code 490.140
  • Voting group: means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Iowa Code 490.140
 2. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders, and only the remaining directors elected by that voting group, even if less than a quorum, are entitled to fill the vacancy if it is filled by the directors.
 3. A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under section 490.807, subsection 2, or otherwise, may be filled before the vacancy occurs but the new director shall not take office until the vacancy occurs.
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