§ 524.607

524.607 Meetings — waiver of notice — quorum. 1. The board of directors shall hold at least nine regular meetings each calendar year. No more than one regular meeting shall be held in any one calendar month. Unless thearticles of incorporation or bylaws provide otherwise, any director may participate in anymeeting of the board of directors through the use of any means of communication by whichall directors participating may simultaneously hear each other during the meeting. A directorparticipating in a meeting by this means is deemed to be present at the meeting. 2. A special meeting may be called by any executive officer or a director. Notice of a meeting shall be given to each director at least two days in advance of the meeting. Notice ofa regular meeting shall not be required if the articles of incorporation, bylaws, or a resolutionof the board of directors provide for a regular monthly meeting date. As used in this section,the term 'notice' means as defined in section 490.141. The written notice required by thissection may be given by any method of delivery that is permitted in section 490.141, andthe notice is deemed to be delivered when the notice becomes effective pursuant

written notice required by thissection may be given by any method of delivery that is permitted in section 490.141, andthe notice is deemed to be delivered when the notice becomes effective pursuant to section490.141, subsection 9. 3. A director may waive any notice required by this chapter, the articles of incorporation, or the bylaws before or after the date and time stated in the notice. Except as provided insubsection 4, the waiver must be in writing, signed by the director entitled to the notice,whether before or after the time stated in the notice, and delivered to the state bank for filingby the state bank with the minutes or corporate records. 4. A director’s attendance at or participation in a meeting waives any required notice to the director of such meeting unless all of the following apply: a. The director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting business at the meeting because the meeting is notlawfully called or convened. b. The director does not, after objecting, vote for or assent to action taken at the meeting.5.

e meeting or transacting business at the meeting because the meeting is notlawfully called or convened. b. The director does not, after objecting, vote for or assent to action taken at the meeting.5. A majority of the board of directors shall constitute a quorum for the transaction of business unless a greater number is required by the articles of incorporation or the bylaws.The act of the majority of the directors present at a meeting at which a quorum is presentshall be the act of the board of directors, unless the act of a greater number is required by thelaws of this state or of the United States, the articles of incorporation or the bylaws. [C97, §1846, 1871; S13, §1871; C24, 27, §9174, 9224; C31, 35, §9174, 9224-c1; C39, §9174, 9224.1; C46, 50, 54, 58, 62, 66, §526.17, 528.17; C71, 73, 75, 77, 79, 81, §524.607] 95 Acts, ch 148, §65; 2015 Acts, ch 29, §114; 2022 Acts, ch 1062, §62 – 65; 2023 Acts, ch 29, §3Subsection 2 amended Sat Dec 23 01:15:05 2023 Iowa Code 2024, Section 524.607 (27, 1)