House
Study
Bill
100
-
Introduced
HOUSE
FILE
_____
BY
(PROPOSED
COMMITTEE
ON
JUDICIARY
BILL
BY
CHAIRPERSON
BALTIMORE)
A
BILL
FOR
An
Act
relating
to
the
boards
of
directors
of
public
1
corporations.
2
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
3
TLSB
1957YC
(1)
85
da/nh
H.F.
_____
Section
1.
REPEAL.
2011
Iowa
Acts,
chapter
2,
section
9,
1
is
repealed.
2
EXPLANATION
3
BACKGROUND.
In
2011,
the
84th
General
Assembly
enacted
4
S.F.
325
which
provides
for
the
management
of
a
public
5
corporation,
formed
under
the
Iowa
business
corporation
Act,
6
by
its
board
of
directors
(Code
chapter
490).
The
Act
defines
7
a
public
corporation
(Code
section
490.140),
and
requires
8
that
a
public
corporation
divide
its
directors
into
three
9
equal
groups,
referred
to
as
“classes”,
elected
by
the
public
10
corporation’s
holders
of
common
shares,
with
each
class
serving
11
staggered
three-year
terms
(Code
section
490.806A).
The
Act
12
also
excuses
certain
public
corporations
from
the
staggered
13
term
requirement.
Finally,
the
Act
requires
that
the
board
14
of
directors
of
an
unexcused
public
corporation
amend
its
15
articles
of
incorporation
to
comply
with
the
Act’s
staggered
16
term
requirement
(Code
section
490.1005A).
The
Act
does
not
17
prohibit
a
public
or
private
corporation
from
including
a
18
provision
in
its
articles
of
incorporation
requiring
staggered
19
terms
for
its
directors
as
generally
allowed
under
the
Code
20
chapter
(Code
section
490.806).
The
Act
is
repealed
on
21
December
31,
2014.
The
Act’s
future
repeal
date
provides
22
for
the
continued
applicability
of
the
public
corporation’s
23
articles
of
incorporation
as
amended.
24
BILL’S
REPEAL
OF
ACT’S
REPEAL.
The
bill
repeals
the
Act’s
25
future
repeal
effective
July
1,
2013.
26
-1-
LSB
1957YC
(1)
85
da/nh
1/
1