Iowa Code 504.805 – Terms of directors generally
Current as of: 2023 | Check for updates
|
Other versions
1. The articles or bylaws of a corporation may specify the terms of directors. If the term is not specified in the articles or bylaws, the term of a director is one year. Except for designated or appointed directors, and except as otherwise provided in the articles or bylaws, the terms of directors shall not exceed five years. Directors may be elected for successive terms.
Terms Used In Iowa Code 504.805
- articles: includes amended and restated articles of incorporation and articles of merger. See Iowa Code 504.141
- Bylaws: means the code or codes of rules other than the articles adopted pursuant to this chapter for the regulation or management of the affairs of a corporation irrespective of the name or names by which such rules are designated. See Iowa Code 504.141
- Directors: means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. See Iowa Code 504.141
- 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
- year: means twelve consecutive months. See Iowa Code 4.1
2. A decrease in the number or term of directors does not shorten an incumbent director’s term.
3. Except as provided in the articles or bylaws, both of the following apply:
a. The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members.
b. The term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling.
4. Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected, designated, or appointed, and qualifies, or until there is a decrease in the number of directors.