Iowa Code 504.825 – Quorum and voting
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1. Except as otherwise provided in this chapter, or the articles or bylaws of a corporation, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins.
Terms Used In Iowa Code 504.825
- articles: includes amended and restated articles of incorporation and articles of merger. See Iowa Code 504.141
- board of directors: means the board of directors of a corporation except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to section 504. 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
- Corporation: means a public benefit, mutual benefit, or religious corporation. See Iowa Code 504.141
- 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.
- 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
- Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
- Quorum: The number of legislators that must be present to do business.
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Iowa Code 504.141
- Vote: includes authorization by written ballot and written consent. See Iowa Code 504.141
2. The articles or bylaws shall not authorize a quorum of fewer than one-third of the number of directors in office.
3. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless a greater vote is required by this chapter, the articles of incorporation, or bylaws.
4. A director who is present at a meeting of the board of directors when corporate action is taken is considered to have assented to the action taken unless any of the following applies:
a. The director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting.
b. The director dissents or abstains from the action and any of the following applies:
(1) The dissent or abstention is entered in the minutes of the meeting.
(2) The director delivers notice in the form of a record of the director’s dissent or abstention to the presiding officer of the meeting before the meeting’s adjournment or to the corporation promptly after adjournment of the meeting.
5. The right of dissent or abstention is not available to a director who votes in favor of the action taken.