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

A corporation shall continuously maintain both of the following in this state: 1. A registered office with the same address as that of the registered agent. 2. A registered agent, who may be any of the following: a. An individual who resides in this state and whose business offic…

1. A corporation may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth all of the following: a. The name of the corporation. b. If the current registered office is to be changed, the address o…

1. a. A registered agent may resign as registered agent by signing and delivering to the secretary of state for filing a signed original statement of resignation. The statement may include a statement that the registered office is also discontinued. b. The registered agent shall …

1. A corporation’s registered agent is the corporation’s agent for service of process, notice, or demand required or permitted by law to be served on the corporation. 2. If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corpora…

1. The articles or bylaws may establish criteria or procedures for admission of members. 2. A person shall not be admitted as a member without the person’s consent or affirmative action evidencing consent. 2004 Acts, ch 1049, §35, 192

Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. 2004 Acts, ch 1049, §36, 192

A corporation is not required to have members. 2004 Acts, ch 1049, §37, 192

All members shall have the same rights and obligations with respect to voting, dissolution, redemption, and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with re…

1. Except as set forth in or authorized by the articles or bylaws, a member of a mutual benefit corporation shall not transfer a membership or any right arising therefrom. 2. A member of a public benefit or religious corporation shall not transfer a membership or any right arisin…

A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. 2004 Acts, ch 1049, §40, 192

A member may become liable to the corporation for dues, assessments, or fees. However, an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments, or fees does not, of itself, create liability. 2004 Acts, ch 1049, §41, 192

1. A proceeding shall not be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless suc…

1. A member may resign at any time. 2. The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation. 2004 Acts, ch 1049, §43, 192

1. A membership in a public benefit or mutual benefit corporation may be terminated or suspended for the reasons and in the manner provided in the articles of incorporation or bylaws. 2. To the extent the articles of incorporation or bylaws do not address the termination or suspe…

1. A public benefit or religious corporation shall not purchase any of its memberships or any right arising therefrom. 2. A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditio…

In this part, unless the context otherwise requires, “derivative proceeding” means a civil suit in the right of a domestic corporation or, to the extent provided in section 504.638 , in the right of a foreign corporation. 2004 Acts, ch 1049, §46, 192 Referred to in §504.810

A derivative proceeding may be brought by any of the following persons: 1. A member or members of the corporation representing five percent or more of the voting power of the corporation or by fifty members, whichever is less. 2. A director of the corporation. 2004 Acts, ch 1049,…

A derivative proceeding shall not be commenced 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 the demand was made, unless the member or director has earlier been …

If a corporation commences an inquiry into the allegations made in a demand or complaint, the court may stay any derivative proceeding for a period of time as the court deems appropriate. 2004 Acts, ch 1049, §49, 192 Referred to in §504.638 , 504.810

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 6 has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivati…

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 a corporation’s member or class of members or director, the court shall direc…

On termination of a derivative proceeding, the court may do either of the following: 1. Order the corporation to pay the plaintiff’s reasonable expenses, including attorney fees incurred in the proceeding, if it finds that the proceeding has resulted in a substantial benefit to t…

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 that sections 504.634 , 504.636 , and 504.637 shall apply. 2004 Acts, ch 1049,…

1. A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members. 2. The articles or bylaws may set forth provisions relating to all of the following: a. The characteristics, qualifications, rights, limitations, and obligations o…

1. Except in the case of a corporation with members that holds meetings only of delegates and not of the members, a corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. The articles of incorporation or bylaw…

1. A corporation with members shall hold a special meeting of members when either of the following occurs: a. At the call of its board or the person or persons authorized to do so by the corporation’s articles or bylaws. b. Except as provided in the articles or bylaws of a corpor…

1. Members of any class, unit, or grouping may participate in any meeting of members by means of remote communication to the extent the board of directors authorizes such participation for such class, unit, or grouping. Participation as a member by means of remote communication s…

1. The district court of the county where a corporation’s principal office is located or, if none is located in this state, where its registered office is located, may summarily order a meeting to be held when any of the following occurs: a. On application of any member or other …

1. Unless limited or prohibited by the articles or bylaws of the corporation, action required or permitted by this chapter to be approved by the members of a corporation may be approved without a meeting of members if the action is approved by members holding at least eighty perc…

1. A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. 2. Any notice which conforms to the requirements of subsection 3 is fair and reasonable, but other means of giving notice may also be fair and reasonable when all…

1. A member may waive any notice required by this chapter , the articles, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minu…

1. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members’ meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a reco…

1. Unless prohibited or limited by the articles or bylaws, any action which may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. 2. A written …

1. At each meeting of members, an individual shall preside as chair. The chair shall be appointed as follows: a. As provided in the articles of incorporation or bylaws. b. In the absence of a provision in the articles of incorporation or bylaws, by the board of directors. c. In t…

1. After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address of each member and number of votes each member is entitled to cast a…

1. Except as provided in the articles of incorporation or bylaws, each member shall be entitled to one vote on each matter submitted to a vote of members. 2. Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, the…

1. Unless this chapter or the articles or bylaws of a corporation provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. 2. A bylaw amendment to decrease the…

1. Unless this chapter or the articles or bylaws of a corporation require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting, which affirmative votes also constitute a majority of the required quorum, is the act of …

1. Unless the articles or bylaws of a corporation prohibit or limit proxy voting, a member or the member’s agent or attorney in fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form or by an electronic transmission. An electronic transmis…

1. If the articles or bylaws of a corporation provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and casting the product for a single can…

A corporation may provide in its articles or bylaws for election of directors by members or delegates on the basis of chapter or other organizational unit, by region or other geographic unit, by preferential voting, or by any other reasonable method. 2004 Acts, ch 1049, §69, 192

1. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member. 2. If the name si…

1. A corporation with members may appoint one or more inspectors to act at a meeting of members and to make a report in the form of a record of the inspectors’ determinations. Each inspector shall execute the duties of inspector impartially and according to the best of the inspec…

1. Two or more members of a corporation may provide for the manner in which they will vote by signing an agreement for that purpose. For public benefit corporations, such agreements must have a reasonable purpose not inconsistent with the corporation’s public or charitable purpos…

1. Each corporation must have a board of directors. 2. Except as otherwise provided in this chapter or subsection 3 , all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, and subject to the oversi…

All directors of a corporation must be individuals. The articles or bylaws may prescribe other qualifications for directors. 2004 Acts, ch 1049, §73, 192