2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.207 - EMERGENCY BYLAWS.

        490.207  EMERGENCY BYLAWS.
         1.  Unless the articles of incorporation provide otherwise, the
      board of directors of a corporation may adopt bylaws to be effective
      only in an emergency defined in subsection 4.  The emergency bylaws,
      which are subject to amendment or repeal by the shareholders, may
      make all provisions necessary for managing the corporation during the
      emergency, including:
         a.  Procedures for calling a meeting of the board of
      directors.
         b.  Quorum requirements for the meeting.
         c.  Designation of additional or substitute directors.
         2.  All provisions of the regular bylaws consistent with the
      emergency bylaws remain effective during the emergency.  The
      emergency bylaws are not effective after the emergency ends.
         3.  Corporate action taken in good faith in accordance with the
      emergency bylaws has both of the following effects:
         a.  The action binds the corporation.
         b.  The action shall 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 corporation's directors cannot readily be assembled because of
      some catastrophic event.  

         89 Acts, ch 288, §24