Section 504.1032 – Amendment terminating members or redeeming or canceling memberships.
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 […]
Section 504.1101 – Approval of plan of merger.
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 […]
Section 504.1102 – Limitations on mergers by public benefit or religious corporations.
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 […]
Section 504.1103 – Action on plan by board, members, and third persons.
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 […]
Section 504.1001 – Authority to amend.
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 […]
Section 504.1104 – Articles of merger.
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 […]
Section 504.1002 – Amendment by directors.
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 […]
Section 504.1105 – Effect of merger.
504.1105 Effect of merger. When a merger takes effect, all of the following occur: 1. Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases. 2. The title to all real estate and other property owned by each corporation party to […]
Section 504.1003 – Amendment by directors and members.
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 […]
Section 504.1106 – Merger with foreign corporation or foreign unincorporated entity.
504.1106 Merger with foreign corporation or foreign unincorporated entity. 1. Except as provided in section 504.1102, one or more foreign business or nonprofit corporations or foreign unincorporated entities may merge with one or more domestic nonprofit corporations if all of the following conditions are met: a. The merger is permitted by the law of the […]