2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.824 - QUORUM AND VOTING.

        490.824  QUORUM AND VOTING.
         1.  Unless the articles of incorporation or bylaws require a
      different number, or unless otherwise specifically provided in this
      chapter, a quorum of a board of directors consists of either:
         a.  A majority of the fixed number of directors if the
      corporation has a fixed board size.
         b.  A majority of the number of directors prescribed, or, if
      no number is prescribed the number in office immediately before the
      meeting begins, if the corporation has a variable- range size board.

         2.  The articles of incorporation or bylaws may authorize a quorum
      of a board of directors to consist of no fewer than one-third of the
      fixed or prescribed number of directors determined under subsection
      1.
         3.  If a quorum is present when a vote is taken, the affirmative
      vote of a majority of directors present is the act of the board of
      directors unless the articles of incorporation or bylaws require the
      vote of a greater number of directors.
         4.  A director who is present at a meeting of the board of
      directors or a committee of the board of directors when corporate
      action is taken is deemed to have assented to the action taken unless
      one or more of the following occurs:
         a.  The director objects at the beginning of the meeting or
      promptly upon the director's arrival to holding it or transacting
      business at the meeting.
         b.  The director's dissent or abstention from the action taken
      is entered in the minutes of the meeting.
         c.  The director delivers written notice of the director's
      dissent or abstention to the presiding officer of the meeting before
      its adjournment or to the corporation immediately after adjournment
      of the meeting.
         The right of dissent or abstention is not available to a director
      who votes in favor of the action taken.  

         89 Acts, ch 288, §87; 2002 Acts, ch 1154, §35, 125
         Referred to in § 490.825, 490.853