2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.825 - COMMITTEES.

        490.825  COMMITTEES.
         1.  Unless this chapter, the articles of incorporation, or the
      bylaws provide otherwise, a board of directors may create one or more
      committees and appoint one or more members of the board of directors
      to serve on any committee.
         2.  Unless this chapter provides otherwise, the creation of a
      committee and appointment of members to it must be approved by the
      greater of either:
         a.  A majority of all the directors in office when the action
      is taken.
         b.  The number of directors required by the articles of
      incorporation or bylaws to take action under section 490.824.
         3.  Sections 490.820 through 490.824 apply both to committees of
      the board and to committee members.
         4.  To the extent specified by the board of directors or in the
      articles of incorporation or bylaws, each committee may exercise the
      powers of the board of directors under section 490.801.
         5.  A committee shall not, however:
         a.  Authorize or approve distributions, except according to
      formula or method, or within limits, prescribed by the board of
      directors.
         b.  Approve or propose to shareholders action that this
      chapter requires be approved by shareholders.
         c.  Fill vacancies on the board of directors or, subject to
      subsection 7, on any of its committees.
         d.  Adopt, amend, or repeal bylaws.
         6.  The creation of, delegation of authority to, or action by a
      committee does not alone constitute compliance by a director with the
      standards of conduct described in section 490.830.
         7.  The board of directors may appoint one or more directors as
      alternate members of any committee to replace any absent or
      disqualified member during the member's absence or disqualification.
      Unless the articles of incorporation or the bylaws or the resolution
      creating the committee provide otherwise, in the event of the absence
      or disqualification of a member of a committee, the member or members
      present at any meeting and not disqualified from voting, unanimously,
      may appoint another director to act in place of the absent or
      disqualified member.  

         89 Acts, ch 288, §88; 2002 Acts, ch 1154, §36, 125; 2003 Acts, ch
      108, §90