Iowa Code § 490.801 (2026)
Requirement for and functions of board of directors
1. Except as may be provided in an agreement authorized under section 490.732, each corporation shall have a board of directors.
2. Except as may be provided in an agreement authorized under section 490.732, and subject to any limitation in the articles of incorporation permitted by section 490.202, subsection 2, all corporate powers shall be exercised by or under the authority of the board of directors, and the business and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of the board of directors. 89 Acts, ch 288, §72; 2002 Acts, ch 1154, §31, 125; 2013 Acts, ch 31, §24, 82; 2021 Acts, ch 165, §87, 230 Referred to in §490.825\n\n 490.802 Qualifications of directors.
1. The articles of incorporation or bylaws may prescribe qualifications for directors or for\n\nTue Dec 09 22:07:43 2025 Iowa Code 2026, Chapter 490 (142, 1) §490.802, BUSINESS CORPORATIONS 58\n\nnominees for directors. Qualifications must be reasonable as applied to the corporation and be lawful.
2. A requirement that is based on a past, prospective, or current action, or expression of opinion, by a nominee or director that could limit the ability of a nominee or director to discharge his or her duties as a director is not a permissible qualification under this section. Notwithstanding the foregoing, qualifications may include not being or having been subject to specified criminal, civil, or regulatory sanctions or not having been removed as a director by judicial action or for cause.
3. A director need not be a resident of this state or a shareholder unless the articles of incorporation or bylaws so prescribe.
4. A qualification for nomination for director prescribed before a person’s nomination shall apply to such person at the time of nomination. A qualification for nomination for director prescribed after a person’s nomination shall not apply to such person with respect to such nomination.
5. A qualification for director prescribed before a director has been elected or appointed may apply only at the time an individual becomes a director or may apply during a director’s term. A qualification prescribed after a director has been elected or appointed shall not apply to that director before the end of that director’s term. 89 Acts, ch 288, §73; 2021 Acts, ch 165, §88, 230 \n