Iowa commonly permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an association's articles of incorporation, charter, or bylaws. The Revised Iowa Nonprofit Corporation Act governs the corporate structure and procedure of nonprofit corporations in Iowa. If a condominium or homeowners' association is organized as a nonprofit corporation, it will be governed by the Act.
Applicable Statute: Nonprofit Corporation Act
2019 Iowa Code Title XII - BUSINESS ENTITIES Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT
Section 504.821 - Regular and special meetings.
- Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Universal Citation: IA Code § 504.821 (2019)
504.207 Emergency bylaws and powers. 1. Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency as described in subsection 4. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including all of the following:
a. How to call a meeting of the board.
b. Quorum requirements for the meeting.
c. Designation of additional or substitute directors.
2. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
3. Corporate action taken in good faith in accordance with the emergency bylaws 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, §23, 192
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 See also §504.207 504.304