2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.704 - ACTION WITHOUT MEETING.

        490.704  ACTION WITHOUT MEETING.
         1.  Unless otherwise provided in the articles of incorporation,
      any action required or permitted by this chapter to be taken at a
      shareholders' meeting may be taken without a meeting or vote, and,
      except as provided in subsection 5, without prior notice, if one or
      more written consents describing the action taken are signed by the
      holders of outstanding shares having not less than ninety percent of
      the votes entitled to be cast at a meeting at which all shares
      entitled to vote on the action were present and voted, and are
      delivered to the corporation for inclusion in the minutes or filing
      with the corporate records.
         2.  A written consent shall bear the date of signature of each
      shareholder who signs the consent and no written consent is effective
      to take the corporate action referred to in the consent unless,
      within sixty days of the earliest dated consent delivered in the
      manner required by this section to the corporation, written consents
      signed by a sufficient number of holders to take action are delivered
      to the corporation.  A written consent may be revoked by a writing to
      that effect received by the corporation prior to the receipt by the
      corporation of unrevoked written consents sufficient in number to
      take corporate action.
         3.  If not otherwise fixed under section 490.703 or 490.707, the
      record date for determining shareholders entitled to take action
      without a meeting is the date the first shareholder signs the consent
      under subsection 1.
         4.  A consent signed under this section has the effect of a
      meeting vote and may be described as such in any document.
         5.  If this chapter requires that notice of proposed action be
      given to shareholders not entitled to vote and the action is to be
      taken by consent of the voting shareholders, the corporation must
      give all shareholders written notice of the proposed action at least
      ten days before the action is taken.  The notice must contain or be
      accompanied by the same material that, under this chapter, would have
      been required to be sent to shareholders not entitled to vote in a
      notice of meeting at which the proposed action would have been
      submitted to the shareholders for action.
         6.  Prompt notice of the taking of corporate action without a
      meeting by less than unanimous written consent shall be given to
      those shareholders who have not consented in writing.  If the taking
      of that corporate action requires the giving of notice under section
      490.1320, subsection 2, the notice of the action shall set forth the
      matters described in section 490.1322.  

         89 Acts, ch 288, §56; 2002 Acts, ch 1154, §15, 125
         Referred to in § 490.808, 534.504