Senate File 564 - Introduced SENATE FILE 564 BY COMMITTEE ON COMMERCE (SUCCESSOR TO SSB 1216) (COMPANION TO LSB 2269HV BY COMMITTEE ON COMMERCE) 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 TLSB 2269SV (1) 89 da/jh

S.F. 564 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 The consent may 16 specify the time at which the action taken is to be effective. 17 A director’s consent may be withdrawn by a revocation signed by 18 the director and delivered to the corporation prior to before 19 delivery to the corporation of unrevoked written consents 20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 -1- LSB 2269SV (1) 89 da/jh 1/ 2

S.F. 564 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 -2- LSB 2269SV (1) 89 da/jh 2/ 2