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

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…

1. Each member of the board of directors, when discharging the duties of a director, shall act in conformity with all of the following: a. In good faith. b. In a manner the director reasonably believes to be in the best interests of the corporation. 2. The members of the board of…

1. A director shall not be liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserting liability in a proceeding establishes all of the following: a. No defense interpos…

1. A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to section 490.640, subsection 1 , or section 490.1409, subsection 1 , is personally liable to the corporation for the amount of the distribution that exceeds what could…

1. A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. 2. The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers if authorize…

Each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of…

1. An officer, when performing in such capacity, has the duty to act in conformity with all of the following: a. In good faith. b. With the care that a person in a like position would reasonably exercise under similar circumstances. c. In a manner the officer reasonably believes …

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

1. The election or appointment of an officer does not itself create contract rights. 2. An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the o…

As used in this part : 1. “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger. 2. “Director” or “officer” means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the …

1. Except as otherwise provided in this section , a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if any of the following apply: a. All of the following apply: (1) The direc…

A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against expenses incurred by the director in connection …

1. A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a director, if the director delivers to the corpo…

1. A person who is a party to a proceeding because the person is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice i…

1. A corporation shall not indemnify a director under section 490.851 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in section 490.851 . 2…

1. A corporation may indemnify and advance expenses under this part to an officer who is a party to a proceeding because the person is an officer, according to all of the following: a. To the same extent as a director. b. If the person is an officer but not a director, to such fu…

A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation’s request as a director, officer, partner, trustee, employee, or agent o…

1. A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by the board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in…

A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this part. 2002 Acts, ch 1154, §53, 125 Referred to in §491.3 , 491.16 , 497.34 , 498.36 , 499.59A , 508C.16 , 524.801

As used in this part , unless otherwise specified: 1. “Control” , including the term “controlled by” , means any of the following: a. Having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an ent…

1. A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a…

1. Directors’ action respecting a director’s conflicting interest transaction is effective for purposes of section 490.861, subsection 2 , paragraph “a” , if the transaction has been authorized by the affirmative vote of a majority, but no fewer than two, of the qualified directo…

1. a. Shareholders’ action respecting a director’s conflicting interest transaction is effective for purposes of section 490.861, subsection 2 , paragraph “b” , if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after all of the…

1. If a director or officer pursues or takes advantage of a business opportunity directly, or indirectly through or on behalf of another person, that action shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, …

1. As used in this subchapter : a. “Conversion” means a transaction pursuant to part 3 . b. “Converted entity” means the converting entity as it continues in existence after a conversion. c. “Converting entity” means the domestic corporation that approves a plan of conversion pur…

This subchapter shall not be used to effect a transaction that converts a company organized on the mutual principle to one organized on the basis of share ownership. 2021 Acts, ch 165, §125, 230 Former section 490.902 stricken effective January 1, 2022, by 2021 Acts, ch 165, §125…

If a domestic or foreign corporation or eligible entity shall not be a party to a merger without the approval of the superintendent of banking, the commissioner of insurance, or the Iowa utilities commission, and the applicable statutes or regulations do not specifically deal wit…

A transaction effected under this subchapter shall not create or impair a right, duty, or obligation of a person under the statutory law of this state other than this subchapter relating to a change in control, business combination, control-share acquisition, or similar transacti…

1. The secretary of state, upon a corporation complying with this section and upon the filing of articles of incorporation and upon receipt of the fees as provided in this chapter , shall issue an acknowledgment of receipt of document as of the date of the filing of the articles …

1. By complying with the provisions of this part applicable to foreign corporations, a foreign corporation may become a domestic corporation if the domestication is permitted by the organic law of the foreign corporation. 2. By complying with the provisions of this part , a domes…

In the case of a domestication of a domestic corporation into a foreign jurisdiction, the plan of domestication shall be adopted in the following manner: 1. The plan of domestication shall first be adopted by the board of directors. 2. a. The plan of domestication shall then be a…

1. After a plan of domestication of a domestic corporation has been adopted and approved as required by this chapter , or a foreign corporation that is the domesticating corporation has approved a domestication as required under its organic law, articles of domestication shall be…

1. A plan of domestication of a domestic corporation may be amended by any of the following manners: a. In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended. b. In the manner provided in the plan, except that a shareh…

1. When a domestication becomes effective all of the following apply: a. All property owned by, and every contract right possessed by, the domesticating corporation are the property and contract rights of the domesticated corporation without transfer, reversion, or impairment. b.…