Iowa Code 504.826 – Committees of the board
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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.
Terms Used In Iowa Code 504.826
- articles: includes amended and restated articles of incorporation and articles of merger. See Iowa Code 504.141
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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
- Quorum: The number of legislators that must be present to do business.
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.