Iowa Code § 504.303 - Emergency powers

1. In anticipation of or during an emergency as described in subsection 4, the board of directors of a corporation may do both of the following: a. Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent. b. Relocate the principal office, designate alternative principal offices or regional offices, or authorize an officer to do so. 2. During an emergency described in subsection 4, unless emergency bylaws provide otherwise, all of the following shall apply: a. Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and such notice may be given in any practicable manner, including by publication and radio. b. One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. 3. Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation does both of the following: a. Binds the corporation. b. Shall not be used to impose liability on a corporate director, officer, employee, or agent. 4. An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event. 2004 Acts, ch 1049, §26, 192