Title XII, BUSINESS ENTITIES (Ch. 486 - 504C)

1. A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than ten nor more than sixty days before the meeting date. If the board of directors has authorized participation by means of remote communication pur…

1. A shareholder may waive any notice required by this chapter , or the articles of incorporation or bylaws, before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corpora…

1. The bylaws may fix or provide the manner of fixing the record date or dates for one or more voting groups to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or…

1. At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board of directors. 2. The chair, unless the articles of incorporation or bylaws provide otherwise, shall determine the o…

1. Shareholders of any class or series of shares may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes such participation for such class or series. Participation as a shareholder by means of remote communic…

1. After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all the shareholders who are entitled to notice of the shareholders’ meeting. If the board of directors fixes a different record date under section 490.707, subsection 5 …

1. Except as provided in subsections 2 and 4 or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class or series, is entitled to one vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote. 2. Shares o…

1. A shareholder may vote the shareholder’s shares in person or by proxy. 2. A shareholder, or the shareholder’s agent or attorney in fact, may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, or by an electronic transmission. An electr…

1. A corporation’s board of directors may establish a procedure under which a person on whose behalf shares are registered in the name of an intermediary or nominee may elect to be treated by the corporation as the record shareholder by filing with the corporation a beneficial ow…

1. If the name signed on a vote, ballot, consent, waiver, shareholder demand, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, shareholder demand, or proxy appointment…

1. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or bylaws provide otherwise, shares representing a majority of the votes entitl…

1. If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 490.725 . 2. If the articles of incorporation or this chapter provide for voting…

An amendment to the articles of incorporation or bylaws that adds, changes, or deletes a quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in …

1. Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. 2. Shareholders do not have a right to cumulate their votes for director…

1. A corporation that has a class of equity securities registered pursuant to section 12 of the federal Securities Exchange Act of 1934 shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders in connection with determining voting r…

1. One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to th…

1. Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 490.730 . 2. A voting agreement created under this secti…

1. An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of this chapter in that it does any of the following: a. Eliminates the…

As used in this part : 1. “Derivative proceeding” means a civil suit in the right of a domestic corporation or, to the extent provided in section 490.747 , in the right of a foreign corporation. 2. “Shareholder” means a record shareholder, a beneficial shareholder, and an unrestr…

A shareholder shall not commence or maintain a derivative proceeding unless the shareholder satisfies both of the following: 1. Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from …

A shareholder shall not commence a derivative proceeding until both of the following have occurred: 1. A written demand has been made upon the corporation to take suitable action. 2. Ninety days have expired from the date delivery of the demand was made, unless the shareholder ha…

If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate. 2002 Acts, ch 1154, §26, 125 ; 2021 Acts, ch 165, §81, 230 Referred to in §490.747

1. A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in subsection 2 or 5 has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the deriva…

A derivative proceeding shall not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation’s shareholders or a class or series of shareholders, the cour…

On termination of the derivative proceeding, the court may do any of the following: 1. Order the corporation to pay the plaintiff’s expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation. 2. Order the plaintiff…

In any derivative proceeding in the right of a foreign corporation, the matters covered by this part shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for sections 490.743 , 490.745 , and 490.746 . 2002 Acts, ch 1154, §30, 125 Re…

1. The district court of the county where a corporation’s principal office or, if none in this state, its registered office is located may appoint one or more persons to be custodians, or, if the corporation is insolvent, to be receivers, of and for a corporation in a proceeding …

1. Upon application of or in a proceeding commenced by a person specified in subsection 2 , the district court of the county where the corporation’s principal office or, if none in this state, its registered office is located may determine all of the following: a. The result or v…

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 permitt…

1. The articles of incorporation or bylaws may prescribe qualifications for directors or for nominees 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 express…

1. A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. 2. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provide…

If the articles of incorporation or action by the board of directors pursuant to section 490.602 authorize dividing the shares into classes or series, the articles of incorporation may also authorize the election of all or a specified number of directors by the holders of one or …

1. The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected. 2. a. The terms of all other directors expire at the next, or if their terms are staggered in accordance with section 490.806 , at the applicable secon…

The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be practicable. In that event, the terms of directors …

1. A director may resign at any time by delivering a written notice of resignation to the board of directors or its chair, or to the secretary. 2. A resignation is effective as provided in section 490.141, subsection 9 , unless the resignation provides for a delayed effectiveness…

1. The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. 2. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may part…

1. The district court of the county where a corporation’s principal office or, if none in this state, its registered office is located may remove a director from office or may order other relief, including barring the director from reelection for a period prescribed by the court,…

1. Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled in any of the following manners: a. The shareholders may fill the vacancy. …

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. 89 Acts, ch 288, §82

1. The board of directors may hold regular or special meetings in or out of this state. 2. Unless restricted by the articles of incorporation or bylaws, any director may participate in any meeting of the board of directors through the use of any means of communication by which al…

1. Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a con…

1. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting. 2. Unless the articles of incorporation or bylaws provide for a longer or shorter period…

1. 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 by subsection 2 , the waiver must be in writing, signed by the director entitled to the notice, an…

1. Unless the articles of incorporation or bylaws provide for a greater or lesser number, or unless otherwise expressly provided in this chapter , a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the artic…

1. Unless this chapter , the articles of incorporation, or the bylaws provide otherwise, a board of directors may establish one or more board committees composed exclusively of one or more directors to perform functions of the board of directors. 2. a. The establishment of a boar…

A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter. 2013 Acts, ch 31, §27, 82 Referred to in §490.921 , 490.932 , 490.1003 , 490.1104 , 490.1202 , 490.1…