2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.808 - REMOVAL OF DIRECTORS BY SHAREHOLDERS.

        490.808  REMOVAL OF DIRECTORS BY SHAREHOLDERS.
         1.  The shareholders may remove one or more directors with or
      without cause unless the articles of incorporation provide that
      directors may be removed only for cause.
         2.  If a director is elected by a voting group of shareholders,
      only the shareholders of that voting group may participate in the
      vote to remove that director.
         3.  If cumulative voting is authorized, a director shall not be
      removed if the number of votes sufficient to elect that director
      under cumulative voting is voted against the director's removal.  If
      cumulative voting is not authorized, a director may be removed only
      if the number of votes cast to remove that director exceeds the
      number of votes cast not to remove the director.
         4.  A director may be removed by the shareholders only at a
      meeting called for the purpose of removing the director and after
      notice stating that the purpose, or one of the purposes, of the
      meeting is removal of the director.  A director shall not be removed
      pursuant to written consents under section 490.704 unless written
      consents are obtained from the holders of all the outstanding shares
      of the corporation entitled to vote on the removal of the director.
      

         89 Acts, ch 288, §79; 91 Acts, ch 211, §6