Section 490.1000 – Reserved.

490.1000 Reserved. Reserved.

Section 490.1001 – Amendment of articles of incorporation — authority to amend.

490.1001 Amendment of articles of incorporation — authority to amend. 1. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required […]

Section 490.1002 – Amendment before issuance of shares.

490.1002 Amendment before issuance of shares. If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation’s articles of incorporation. 89 Acts, ch 288, §110; 2002 Acts, ch 1154, §55, 125

Section 490.1003 – Amendment by board of directors and shareholders.

490.1003 Amendment by board of directors and shareholders. If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner: 1. The proposed amendment shall first be adopted by the board of directors. 2. a. Except as provided in sections 490.1005, 490.1007, and 490.1008, the amendment shall […]

Section 490.1004 – Voting on amendments by voting groups.

490.1004 Voting on amendments by voting groups. 1. The holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if the amendment would do any of the following: a. Effect […]

Section 490.1005 – Amendment by board of directors.

490.1005 Amendment by board of directors. Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt amendments to the corporation’s articles of incorporation without shareholder approval for any of the following purposes: 1. To extend the duration of the corporation if it was incorporated at a time when limited duration was […]

Section 490.1005A – Public corporation — amendment by board of directors.

490.1005A Public corporation — amendment by board of directors. Repealed by its own terms; 2018 Acts, ch 1015, §7. Section repeal is effective January 1, 2022; 2018 Acts, ch 1015, §7

Section 490.1006 – Articles of amendment.

490.1006 Articles of amendment. 1. After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the corporation shall deliver to the secretary of state, for filing, articles of amendment, which must set forth all of the following: a. The […]

Section 490.1007 – Restated articles of incorporation.

490.1007 Restated articles of incorporation. 1. A corporation’s board of directors may restate its articles of incorporation at any time, without shareholder approval, to consolidate all amendments into a single document. 2. If the restated articles include one or more new amendments that require shareholder approval, the amendments shall be adopted and approved as provided […]

Section 490.1008 – Amendment pursuant to reorganization.

490.1008 Amendment pursuant to reorganization. 1. A corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of law of the United States. 2. The individual or individuals designated by […]

Section 490.1009 – Effect of amendment.

490.1009 Effect of amendment. 1. An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than the shareholders. An amendment changing a corporation’s name does not affect […]

Section 490.101 – Short title.

490.101 Short title. This chapter shall be known and may be cited as the “Iowa Business Corporation Act”. 89 Acts, ch 288, §1; 2021 Acts, ch 165, §1, 230 2021 amendment effective January 1, 2022; 2021 Acts, ch 165, §230 Section stricken and rewritten

Section 490.102 – Reservation of power to amend or repeal.

490.102 Reservation of power to amend or repeal. The general assembly has the power to amend or repeal all or part of this chapter at any time and all domestic and foreign corporations subject to this chapter are governed by an amendment or repeal. 89 Acts, ch 288, §2

Section 490.1020 – Authority to amend.

490.1020 Authority to amend. 1. A corporation’s shareholders may amend or repeal the corporation’s bylaws. 2. A corporation’s board of directors may amend or repeal the corporation’s bylaws unless any of the following apply: a. The articles of incorporation, section 490.1021, or, if applicable, section 490.1022, reserve that power exclusively to the shareholders in whole […]

Section 490.1021 – Bylaw increasing quorum or voting requirement for directors.

490.1021 Bylaw increasing quorum or voting requirement for directors. 1. A bylaw that increases a quorum or voting requirement for the board of directors or that requires a meeting of shareholders to be held at a place may be amended or repealed as follows: a. If originally adopted by the shareholders, only by the shareholders, […]

Section 490.1022 – Bylaw provisions relating to the election of directors.

490.1022 Bylaw provisions relating to the election of directors. 1. Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this section, alter the vote specified in section 490.728, subsection 1, or provide for cumulative voting, a corporation may elect in its bylaws to be governed in the election of directors […]

Section 490.1023 – Reserved.

490.1023 Reserved. Reserved.

Section 490.1024 – Reserved.

490.1024 Reserved. Reserved.

Section 490.1025 – Reserved.

490.1025 Reserved. Reserved.

Section 490.1026 – Reserved.

490.1026 Reserved. Reserved.