504.1001 Authority to amend. 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 as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation. 2004 […]
504.1002 Amendment by directors. 1. Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt amendments to the corporation’s articles of incorporation without member approval for any of the following purposes: a. To extend the duration of the corporation if it was incorporated at a time when limited duration was required […]
504.1003 Amendment by directors and members. 1. Unless this chapter, the articles or bylaws of a corporation, the members acting pursuant to subsection 2, or the board of directors acting pursuant to subsection 3 require a greater vote or voting by class, or unless the articles or bylaws impose other requirements, an amendment to the […]
504.1004 Class voting by members on amendments. 1. Unless the articles or bylaws of the corporation provide otherwise, the members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting […]
504.1005 Articles of amendment. 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 or bylaws, the corporation amending its articles shall deliver to the secretary of state, for filing, articles of amendment setting forth: 1. The name of […]
504.1006 Restated articles of incorporation. 1. A corporation’s board of directors may restate the corporation’s articles of incorporation at any time with or without approval by members or any other person, to consolidate all amendments into a single document. 2. If the restated articles include one or more new amendments that require approval by the […]
504.1007 Amendment pursuant to judicial reorganization. 1. A corporation’s articles may be amended without board approval or approval by the members or approval required pursuant to section 504.1031 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. An […]
504.1008 Effect of amendment and restatement. 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, any requirement or limitation imposed upon the corporation, or any property held by it by virtue of any […]
504.101 Short title. This chapter shall be known and may be cited as the “Revised Iowa Nonprofit Corporation Act”. 2004 Acts, ch 1049, §1, 192
504.102 Reservation of power to amend or repeal. The general assembly has 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 the amendment or repeal. 2004 Acts, ch 1049, §2, 192
504.1021 Amendment by directors. If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation’s bylaws subject to any approval required pursuant to section 504.1031. The corporation shall provide notice of any meeting of directors at which an […]
504.1022 Amendment by directors and members. 1. Unless this chapter, the articles, bylaws, the members acting pursuant to subsection 2, or the board of directors acting pursuant to subsection 3, require a greater vote or voting by class, or the articles or bylaws provide otherwise, an amendment to a corporation’s bylaws must be approved by […]
504.1023 Class voting by members on amendments. 1. Unless the articles or bylaws of the corporation provide otherwise, the members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting […]
504.103 Limitation on requirements imposed on corporations. A state agency or state official shall not impose any regulation or reporting requirement on corporations, as defined in section 504.141, that exceeds the requirements of state or federal law. 2021 Acts, ch 124, §1 NEW section
504.1031 Approval by third persons. The articles of a corporation may require that an amendment to the articles or bylaws be approved in writing by a specified person or persons other than the board. Such a provision in the articles may only be amended with the approval in writing of the person or persons specified […]
504.1032 Amendment terminating members or redeeming or canceling memberships. 1. Unless the articles or bylaws provide otherwise, an amendment to the articles or bylaws of a public benefit or mutual benefit corporation which would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships must meet […]
504.1101 Approval of plan of merger. 1. Subject to the limitations set forth in section 504.1102, one or more nonprofit corporations may merge with or into any one or more business corporations or nonprofit corporations or unincorporated entities, if the plan of merger is approved as provided in section 504.1103. 2. The plan of merger […]
504.1102 Limitations on mergers by public benefit or religious corporations. 1. Without the prior approval of the district court, a public benefit or religious corporation may merge only with one of the following: a. A public benefit or religious corporation. b. A foreign corporation which would qualify under this chapter as a public benefit or […]
504.1103 Action on plan by board, members, and third persons. 1. Unless this chapter, the articles, bylaws, or the board of directors or members acting pursuant to subsection 3 require a greater vote or voting by class, or the articles or bylaws impose other requirements, a plan of merger for a corporation must be approved […]
504.1104 Articles of merger. 1. After a plan of merger has been adopted and approved as required by this chapter, articles of merger shall be signed on behalf of each party to the merger by an officer or other duly authorized representative. The articles shall set forth all of the following: a. The names of […]
