Title XIII, COMMERCE (Ch. 505 - 554I)

A state bank may adopt bylaws. The power to adopt, amend, or repeal bylaws or adopt new bylaws is vested in the board of directors unless reserved to the shareholders by the articles of incorporation. The bylaws of a state bank may contain any provisions for the regulation and ma…

The superintendent may adopt rules to ensure that a state bank incorporated as a mutual corporation is operating in a safe and sound manner and is subject to the superintendent’s authority in the same manner as a state bank incorporated as a stock corporation. 2012 Acts, ch 1017,…

1. The minimum capital structure of a state bank existing and operating on July 1, 1995, shall not be less than the amount required by law prior to that date. 2. The minimum capital structure of a state bank incorporated after July 1, 1995, or organized after July 1, 2004, pursua…

1. A state bank, with the prior approval of the superintendent and the affirmative vote of the holders of a majority of the shares entitled to vote, may issue capital notes or debentures. The amounts, maturities, rate of interest, relative rights with other creditors, and other t…

1. A state bank incorporated as a stock corporation may increase its capital structure or effect an allocation of amounts within its capital structure by the use of any of the following methods: a. Sale of authorized but unissued shares. b. Transfer of surplus or undivided profit…

1. The articles of incorporation of a state bank incorporated as a stock corporation must prescribe the classes of shares and series of shares within a class and the number of shares of each class that the state bank is authorized to issue. If more than one class or series of sha…

1. If the articles of incorporation provide for such, the board of directors may determine, in whole or in part, the preferences, rights, and limitations within the limits set forth in section 524.521 , of either of the following: a. A class of shares before the issuance of any s…

1. The shares of a state bank incorporated as a stock corporation shall be represented by certificates signed by such officers, employees, or agents as are authorized by the articles of incorporation or bylaws to sign. If no contrary provisions are made in the articles of incorpo…

Except in the case of a distribution of shares authorized by section 524.543 or shares issued upon exchanges or conversion, common or preferred shares of a state bank may be issued only for cash in an amount not less than that approved by the superintendent. [C97, §1853; C24, 27,…

1. A subscription for shares entered into before incorporation or organization of the state bank is irrevocable for six months unless the subscription agreement provides a longer or shorter period, or all subscribers agree to revocation. 2. The board of directors may determine th…

1. A state bank incorporated as a stock corporation may issue fractions of a share or in lieu of doing so may do any of the following: a. Pay in cash the value of fractions of a share. b. Issue scrip in registered or bearer form entitling the holder to receive a full share upon s…

1. A purchaser of the shares of a state bank incorporated as a stock corporation is not liable to the state bank, its creditors, or depositors with respect to the shares except to pay the consideration for which the shares were authorized to be issued under section 524.521 , or t…

1. The shareholders of a state bank do not have a preemptive right to acquire the state bank’s unissued shares except to the extent the articles of incorporation so provide. 2. A statement included in the articles of incorporation that “the state bank elects to have preemptive ri…

1. With the prior approval of the superintendent, a state bank may acquire its own shares. Shares acquired pursuant to this section constitute authorized but unissued shares except as provided in subsection 2 . 2. If the articles of incorporation prohibit the reissue of acquired …

A state bank shall not make any loan or extension of credit on the security of the shares of its own capital, unless such security is necessary to prevent loss upon a debt previously contracted in good faith. [C97, §1850; S13, §1850; C24, 27, §9184; C31, 35, §9221-c2; C39, § 9221…

Meetings of shareholders may be held at a place as provided in the articles of incorporation or the bylaws, or as fixed in accordance with their provisions. In the absence of any such provision, all meetings shall be held at the principal place of business of the state bank. An a…

1. Written notice stating the place, day, and hour of a meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, by or at t…

1. Unless the articles of incorporation or bylaws provide otherwise, action required or permitted to be taken under this chapter at a special shareholders’ meeting may be taken without a meeting if the action is consented to by all shareholders. The action must be evidenced by on…

1. The board of directors of a state bank shall cause adequate stock transfer books to be maintained. 2. The bylaws or, in the absence of an applicable bylaw, the board of directors may fix or provide the manner of fixing, the record date for any determination of shareholders ent…

1. The officer or agent having charge of the stock transfer books for shares of a state bank shall, at least ten days before each meeting of shareholders, prepare a complete alphabetical list of the names of all its shareholders who are entitled to vote at the meeting or any adjo…

1. Unless otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shares represented a…

1. Each outstanding share of a state bank shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of a class or series may be limited or denied by the articles of incorporation. 2. Sh…

All holders of savings, demand, or other authorized accounts of a state bank incorporated as or converted to be a mutual corporation are members of the state bank. In the consideration of all questions requiring action by the members of the state bank, each holder of an account s…

1. Any number of shareholders of a state bank may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a period of not to exceed ten years, by entering into a written voting trust agreement speci…

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 section 524.539 . 2. A voting agreement created under this section is subject to a…

1. Every state bank shall cause to be kept a full and correct list of the names and addresses of the officers, directors, and shareholders of the state bank, and the number of shares held by each. If an affiliate, as defined in section 524.1101, subsection 4, is a shareholder in …

1. The board of directors of a state bank may, from time to time, declare, and the state bank may pay, dividends on its outstanding shares subject to the restrictions of this chapter and to the restrictions, if any, in its articles of incorporation. Dividends may be declared and …

1. The board of directors of a state bank may, subject to the provisions of section 524.405 , distribute pro rata to holders of common shares authorized but unissued common shares of the state bank. 2. A distribution shall not be made in authorized but unissued shares of the stat…

1. Whenever any person proposes to purchase or otherwise acquire directly or indirectly any of the outstanding shares of a state bank, and the proposed purchase or acquisition would result in control or in a change in control of the state bank, the person proposing to purchase or…

A state bank incorporated as a stock corporation may authorize the granting of options to officers and employees to purchase unissued shares of the state bank in accordance with a plan approved by the superintendent. [C71, 73, 75, 77, 79, 81, §524.520 ] 95 Acts, ch 148, §59 CS95,…

1. The business and affairs of a state bank shall be managed by a board of five or more directors eighteen years of age or older, a majority of whom shall be residents of the state of Iowa and citizens of the United States. 2. The number of directors may be increased, or decrease…

1. Except as provided in subsection 2 , at the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting. Directors shall hold office for one year or until their succes…

Unless otherwise provided in the articles of incorporation, the bylaws, or by action of the shareholders, any vacancy occurring in the board of directors may be filled by the affirmative vote of the majority of the directors then in office, even if less than a quorum of the board…

1. The duties and responsibilities of a director or of the board of directors shall include, but are not limited to, the following: a. Attendance at no less than seventy-five percent of the regular board meetings held during the calendar year. b. Employment of officer personnel, …

1. In addition to any other liabilities imposed by law upon directors of a state bank: a. Directors of a state bank who vote for or assent to the declaration of any dividend or other distribution of the assets of a state bank to its shareholders in willful or negligent violation …

1. At a meeting of shareholders expressly called for that purpose, individual directors or the entire board of directors may be removed, with or without cause, by the affirmative vote of the holders of a majority of the shares entitled to vote at an election of directors. The vac…

1. The board of directors shall hold at least nine regular meetings each calendar year. No more than one regular meeting shall be held in any one calendar month. Unless the articles of incorporation or bylaws provide otherwise, any director may participate in any meeting of the b…

1. Unless the articles of incorporation or bylaws provide otherwise, action required or permitted to be taken under this chapter at a board of directors’ meeting may be taken without a meeting if the action is consented to by all members of the board. The action must be evidenced…

1. In addition to any examination made by the banking division or other supervisory agency, the board of directors shall review the adequacy of the state bank’s internal controls and cause to be made no less frequently than once each calendar year additional auditing procedures t…

If the articles of incorporation or the bylaws so provide, the board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provide…

1. The shareholders of a state bank shall fix the reasonable compensation of directors for their services as members of the board of directors. Subject to approval by the shareholders at an annual or special meeting called for that purpose, the shareholders of a state bank may ad…

1. Each director of a state bank, before acting as a director, shall take an oath that the director will diligently, faithfully, and impartially perform the duties imposed upon the director by law, that the director will not knowingly violate or willingly permit a violation of an…

1. A director shall not receive terms or be paid a rate of interest on deposits, by a state bank of which the person is a director, which are more favorable than that provided to any other customer under similar circumstances. Any waiver of ordinary or customary charges related t…

A director of a state bank shall not receive anything of value, other than compensation and expense reimbursement authorized by section 524.610 , for procuring, or attempting to procure, any loan or extension of credit, as defined in section 524.904 , to the state bank or for pro…

The board of directors of a state bank may appoint an individual as an honorary director, director emeritus, or member of an advisory board. An individual so appointed shall not vote at any meeting of the board of directors, shall not be counted in determining a quorum, and shall…

1. A state bank shall have as officers a president, one vice president, and a cashier. No more than two of these positions may be held by the same individual. A state bank may have other officers as prescribed by the articles of incorporation or bylaws. 2. The board of directors …