In the latest proclamation concerning the ongoing State Public Health Emergency Declaration, Governor Reynolds included an order expressly permitting Iowa business corporations, cooperatives, and certain other identified business entities to hold meetings of shareholders, members, etc. by means of remote communication.
Consistent with current provisions in the Iowa Business Corporation Act, the remote meeting must provide shareholders or members a reasonable opportunity to participate in the meeting and to vote on matters submitted for action at such meeting, including an opportunity to communicate (hear and speak) concurrently with the proceedings.
This new order should allow entities to move forward with remote annual meetings, notwithstanding any statutory restrictions or language in organizational documents to the contrary.
If you have postponed your annual meeting or if you are considering moving forward with a remote annual meeting, Davis Brown can assist with the necessary board actions and with communications to members and shareholders. In addition, you may wish to consider revisions to your bylaws to more adequately address emergency meetings of your board of directors and/or members or shareholders in the current pandemic or in any future state of emergency.
If you have questions or need assistance, please contact your attorney.
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