2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.810 - VACANCY ON BOARD.

        490.810  VACANCY ON BOARD.
         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 constitute fewer than
      a quorum of the board, they may fill the vacancy by the affirmative
      vote of a majority of all the directors remaining in office.
         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.
         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.
      

         89 Acts, ch 288, §81