House
File
759
-
Introduced
HOUSE
FILE
759
BY
COMMITTEE
ON
COMMERCE
(SUCCESSOR
TO
HSB
234)
A
BILL
FOR
An
Act
providing
for
actions
taken
by
a
board
of
directors
of
a
1
corporation
without
a
meeting.
2
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
3
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759
Section
1.
Section
490.821,
Code
2021,
is
amended
to
read
1
as
follows:
2
490.821
Action
without
meeting.
3
1.
Except
to
the
extent
that
the
articles
of
incorporation
4
or
bylaws
require
that
action
by
the
board
of
directors
be
5
taken
at
a
meeting,
action
required
or
permitted
by
this
6
chapter
to
be
taken
by
the
board
of
directors
may
be
taken
7
without
a
meeting
if
each
director
signs
a
consent
describing
8
the
action
to
be
taken
and
delivers
it
to
the
corporation.
9
A
consent
may
be
signed
by
manual,
facsimile,
conformed,
10
or
electronic
signature
and
may
be
delivered
by
electronic
11
transmission.
As
used
in
this
subsection,
“electronic
12
signature”
means
the
same
as
defined
in
section
554D.103.
13
2.
Action
taken
under
this
section
is
the
act
of
the
board
14
of
directors
when
one
or
more
consents
signed
by
all
the
15
directors
are
delivered
to
the
corporation.
The
consent
may
16
specify
the
time
at
which
the
action
taken
is
to
be
effective.
17
A
director’s
consent
may
be
withdrawn
by
a
revocation
signed
by
18
the
director
and
delivered
to
the
corporation
prior
to
before
19
delivery
to
the
corporation
of
unrevoked
written
consents
20
signed
by
all
the
directors.
21
3.
A
consent
signed
under
this
section
has
the
effect
of
an
22
action
taken
at
a
meeting
of
the
board
of
directors
and
may
be
23
described
as
such
in
any
document.
24
Sec.
2.
PREVAILING
PROVISIONS.
The
provisions
of
this
Act
25
amending
section
490.821
shall
prevail
over
any
conflicting
26
provisions
of
any
other
Act
amending
that
section
as
enacted
by
27
the
Eighty-ninth
General
Assembly,
2021
Regular
Session.
28
EXPLANATION
29
The
inclusion
of
this
explanation
does
not
constitute
agreement
with
30
the
explanation’s
substance
by
the
members
of
the
general
assembly.
31
This
bill
amends
a
provision
in
the
Iowa
business
32
corporation
Act
(IBCA)
that
allows
a
corporation’s
board
of
33
directors
to
take
action
without
a
meeting
if
the
directors
34
by
unanimous
consent
agree
to
the
action
without
a
meeting,
35
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unless
the
corporation’s
articles
of
incorporation
restricts
1
the
board’s
authority
to
take
action
without
a
meeting
(Code
2
section
490.821(1)).
The
bill
provides
that
a
director’s
3
consent
may
be
signed
by
manual,
facsimile,
conformed,
4
or
electronic
signature.
The
consent
may
be
delivered
by
5
electronic
transmission
(via
electronic
sound,
symbol,
or
6
process
attached
to
or
logically
associated
with
a
record)
7
(Code
section
490.140(13)).
A
facsimile,
conformed
(typed),
8
or
electronic
signature
is
used
to
authenticate
a
document
in
9
place
of
a
manual
signature
(a
physical
mark
impressed
into
10
paper).
11
The
bill
also
makes
stylistic
changes
to
the
provision
12
(Code
section
490.821(2)
and
(3))
to
conform
with
changes
13
recommended
by
the
American
bar
association
and
included
in
14
legislation
being
considered
by
the
General
Assembly
(SF
266
15
and
HSB
39).
The
provisions
of
the
bill
which
include
the
new
16
consent
process
by
directors
prevails
over
a
provision
in
other
17
legislation
that
does
not
include
that
consent
provision
if
18
both
were
to
be
enacted.
19
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