reglab/housing_qa huggingface dataset:
IA Code § 490.790 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.790 - Reserved.

490.790 Reserved. Reserved.
IA Code § 490.791 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.791 - Reserved.

490.791 Reserved. Reserved.
IA Code § 490.792 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.792 - Reserved.

490.792 Reserved. Reserved.
IA Code § 490.793 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.793 - Reserved.

490.793 Reserved. Reserved.
IA Code § 490.794 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.794 - Reserved.

490.794 Reserved. Reserved.
IA Code § 490.795 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.795 - Reserved.

490.795 Reserved. Reserved.
IA Code § 490.796 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.796 - Reserved.

490.796 Reserved. Reserved.
IA Code § 490.797 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.797 - Reserved.

490.797 Reserved. Reserved.
IA Code § 490.798 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.798 - Reserved.

490.798 Reserved. Reserved.
IA Code § 490.799 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.799 - Reserved.

490.799 Reserved. Reserved.
IA Code § 490.800 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.800 - Reserved.

490.800 Reserved. Reserved.
IA Code § 490.801 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.801 - Requirement for and functions of board of directors.

490.801 Requirement for and functions of board of directors.   1. Except as provided in section 490.732, each corporation must have a board of directors.   2. All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of its board of directors, subject to any limitation set forth in the articles of incorporation, or in an agreement authorized under section 490.732.  89 Acts, ch 288, §72; 2002 Acts, ch 1154, §31, 125; 2013 Acts, ch 31, §24, 82  Referred to in §490.825
IA Code § 490.802 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.802 - Qualifications of directors.

490.802 Qualifications of directors.   The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.  89 Acts, ch 288, §73
IA Code § 490.803 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.803 - Number and election of directors.

490.803 Number and election of directors.   1. A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.   2. a. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.   b. (1) Notwithstanding paragraph “a”, the number of directors of a public corporation subject to section 490.806A, subsection 1, or section 490.806B, shall be increased or decreased only by the affirmative vote of a majority of its board of directors.   (2) This paragraph “b” is repealed on January 1, 2022.   3. a. Directors are elected at the first annual shareholders’ meeting and at each annual meeting thereafter unless their terms are staggered under section 490.806.   b. (1) Notwithstanding paragraph “a”, for a public corporation subject to section 490.806A, subsection 1, or section 490.806B, a director’s term shall be staggered as provided in section 490.806A, subsection 1, or may be staggered as provided in section 490.806B.   (2) This paragraph “b” is repealed on January 1, 2022.  89 Acts, ch 288, §74; 91 Acts, ch 211, §5; 2002 Acts, ch 1154, §32, 125; 2011 Acts, ch 2, §3, 10; 2018 Acts, ch 1015, §1; 2019 Acts, ch 59, §174  Referred to in §490.806B
IA Code § 490.804 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.804 - Election of directors by certain classes of shareholders.

490.804 Election of directors by certain classes of shareholders.   If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. Each class, or classes, of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.  89 Acts, ch 288, §75  Referred to in §490.806A
IA Code § 490.805 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.805 - Terms of directors generally.

490.805 Terms of directors generally.   1. The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected.   2. a. The terms of all other directors expire at the next annual shareholders’ meeting following their election unless their terms are staggered under section 490.806.   b. (1) Notwithstanding paragraph “a”, for a public corporation subject to section 490.806A, subsection 1, or section 490.806B, the terms of directors shall be staggered as provided in section 490.806A, subsection 1, or may be staggered as provided in section 490.806B.   (2) This paragraph “b” is repealed on January 1, 2022.   3. A decrease in the number of directors does not shorten an incumbent director’s term.   4. a. The term of a director elected to fill a vacancy expires at the next shareholders’ meeting at which directors are elected.   b. (1) Notwithstanding paragraph “a”, for a public corporation subject to section 490.806A, subsection 1, or section 490.806B, the term of a director elected to fill a vacancy expires as provided in section 490.806A, subsection 1, or section 490.806B.   (2) This paragraph “b” is repealed on January 1, 2022.   5. Despite the expiration of a director’s term, the director continues to serve until a successor for that director is elected and qualifies or until there is a decrease in the number of directors.  89 Acts, ch 288, §76; 2011 Acts, ch 2, §4, 10; 2018 Acts, ch 1015, §2
IA Code § 490.806 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.806 - Staggered terms for directors.

490.806 Staggered terms for directors.   1. 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. In that event, the terms of directors in the first group expire at the first annual shareholders’ meeting after their election, the terms of the second group expire at the second annual shareholders’ meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders’ meeting after their election. At each annual shareholders’ meeting held thereafter, directors shall be chosen for a term of two years or three years, as the case may be, to succeed those whose terms expire.   2. a. Subsection 1 does not apply to a public corporation that is subject to section 490.806A, subsection 1, but may apply to a public corporation that is subject to section 490.806B.   b. This subsection is repealed on January 1, 2022.  89 Acts, ch 288, §77; 2011 Acts, ch 2, §5, 10; 2018 Acts, ch 1015, §3  Referred to in §490.803, 490.805, 490.806A, 490.806B
IA Code § 490.806B (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.806B - Public corporations — nonstaggered terms.

490.806B Public corporations — nonstaggered terms.   1. Notwithstanding section 490.806A, the board of directors of any public corporation which, as of January 1, 2019, is subject to section 490.806A, subsection 1, shall adopt an amendment to its articles of incorporation that includes all of the following:   a. The staggered terms of the class I directors, class II directors, and class III directors elected or appointed prior to January 1, 2019, shall cease at the expiration of their then current terms as provided in section 490.806A, subsection 1.   b. The terms of directors elected or appointed on or after January 1, 2019, shall expire at the next annual shareholders’ meeting following their election or appointment.   c. Any other changes that the directors determine are necessary to implement the provisions of this subsection.   2. Any amendment to the articles of incorporation as provided in subsection 1 shall be made without shareholder approval.   3. Notwithstanding subsection 1, the public corporation’s articles of incorporation may provide for staggering the terms of its directors as provided in section 490.806.   4. Section 490.803, subsection 2, paragraph “b”, and section 490.810, subsection 1A, shall continue to apply to a public corporation subject to subsection 1 of this section.   5. This section is repealed on January 1, 2022.  2018 Acts, ch 1015, §5, 9  Referred to in §490.803, 490.805, 490.806, 490.810  For continuation of an amendment to articles of incorporation adopted in compliance with this section, and in effect immediately prior to January 1, 2022, see  2018 Acts, ch 1015, §8
IA Code § 490.807 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.807 - Resignation of directors.

490.807 Resignation of directors.   1. A director may resign at any time by delivering a written resignation to the board of directors or its chair, or to the secretary of the corporation.   2. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.  89 Acts, ch 288, §78; 2013 Acts, ch 31, §25, 82  Referred to in §490.810
IA Code § 490.808 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.808 - Removal of directors by shareholders.

490.808 Removal of directors by shareholders.   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 participate in the vote to remove that director.   3. If cumulative voting is authorized, a director shall not be removed if the number of votes sufficient to elect that director under cumulative voting is voted against the director’s removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove that director exceeds the number of votes cast not to remove the director.   4. A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and after notice stating that the purpose, or one of the purposes, of the meeting is removal of the director. A director shall not be removed pursuant to written consents under section 490.704 unless written consents are obtained from the holders of all the outstanding shares of the corporation entitled to vote on the removal of the director.  89 Acts, ch 288, §79; 91 Acts, ch 211, §6
IA Code § 490.809 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.809 - Removal of directors by judicial proceeding.

490.809 Removal of directors by judicial proceeding.   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 of the corporation from office in a proceeding commenced by or in the right of the corporation if the court finds that both of the following apply:   a. The director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation.   b. Considering the director’s course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.   2. A shareholder proceeding on behalf of the corporation under subsection 1 shall comply with all of the requirements of subchapter VII, part D, except section 490.741.   3. The court, in addition to removing the director, may bar the director from reelection for a period prescribed by the court.   4. This section does not limit the equitable powers of the court to order other relief.  89 Acts, ch 288, §80; 2002 Acts, ch 1154, §33, 125; 2019 Acts, ch 24, §104
IA Code § 490.810 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.810 - Vacancy on board.

490.810 Vacancy on board.   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.   b. The board of directors may fill the vacancy.   c. If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.   1A. a. For a public corporation subject to section 490.806A, subsection 1, or section 490.806B, a vacancy on the board of directors, including but not limited to a vacancy resulting from an increase in the number of directors, shall be filled solely by the affirmative vote of a majority of the remaining directors, even though less than a quorum of the board.   b. This subsection is repealed on January 1, 2022.   2. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders, and only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors.   3. A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under section 490.807, subsection 2 or otherwise, may be filled before the vacancy occurs but the new director shall not take office until the vacancy occurs.  89 Acts, ch 288, §81; 2011 Acts, ch 2, §7, 10; 2013 Acts, ch 31, §26, 82; 2018 Acts, ch 1015, §6  Referred to in §490.806B
IA Code § 490.811 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.811 - Compensation of directors.

490.811 Compensation of directors.   Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.  89 Acts, ch 288, §82
IA Code § 490.820 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.820 - Meetings.

490.820 Meetings.   1. The board of directors may hold regular or special meetings in or out of this state.   2. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.  89 Acts, ch 288, §83  Referred to in §490.825
IA Code § 490.821 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.821 - Action without meeting.

490.821 Action without meeting.   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 consent describing the action to be taken and delivers it to the corporation.   2. Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken is to be effective. A director’s consent may be withdrawn by revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.   3. A consent signed under this section has the effect of an action taken at a meeting of the board of directors and may be described as such in any document.  89 Acts, ch 288, §84; 2002 Acts, ch 1154, §34, 125  Referred to in §490.806A, 490.825
IA Code § 490.822 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.822 - Notice of meeting.

490.822 Notice of meeting.   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, special meetings of the board of directors must be preceded by at least two days’ notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.  89 Acts, ch 288, §85  Referred to in §490.825
IA Code § 490.823 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.823 - Waiver of notice.

490.823 Waiver of notice.   1. A director may waive any notice required by this chapter, the articles of incorporation, or 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, and filed with the minutes or corporate records.   2. A director’s attendance at or participation in a meeting waives any required notice to that director of the meeting unless the director at the beginning of the meeting or promptly upon the director’s arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.  89 Acts, ch 288, §86  Referred to in §490.825
IA Code § 490.824 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.824 - Quorum and voting.

490.824 Quorum and voting.   1. Unless the articles of incorporation or bylaws require a different number, or unless otherwise specifically provided in this chapter, a quorum of a board of directors consists of either:   a. A majority of the fixed number of directors if the corporation has a fixed board size.   b. A majority of the number of directors prescribed, or, if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.   2. The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection 1.   3. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.   4. a. A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless one or more of the following occurs:   (1) The director objects at the beginning of the meeting or promptly upon the director’s arrival to holding it or transacting business at the meeting.   (2) The director’s dissent or abstention from the action taken is entered in the minutes of the meeting.   (3) The director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.   b. The right of dissent or abstention is not available to a director who votes in favor of the action taken.  89 Acts, ch 288, §87; 2002 Acts, ch 1154, §35, 125; 2012 Acts, ch 1023, §157  Referred to in §490.825, 490.853
IA Code § 490.825 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.825 - Committees.

490.825 Committees.   1. Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on any committee.   2. Unless this chapter provides otherwise, the creation of a committee and appointment of members to it must be approved by the greater of either:   a. A majority of all the directors in office when the action is taken.   b. The number of directors required by the articles of incorporation or bylaws to take action under section 490.824.   3. Sections 490.820 through 490.824 apply both to committees of the board and to committee members.   4. To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the powers of the board of directors under section 490.801.   5. A committee shall not, however:   a. Authorize or approve distributions, except according to formula or method, or within limits, prescribed by the board of directors.   b. Approve or propose to shareholders action that this chapter requires be approved by shareholders.   c. Fill vacancies on the board of directors or, subject to subsection 7, on any of its committees.   d. Adopt, amend, or repeal bylaws.   6. The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 490.830.   7. The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member’s absence or disqualification. Unless the articles of incorporation or the bylaws or the resolution creating the committee provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint another director to act in place of the absent or disqualified member.  89 Acts, ch 288, §88; 2002 Acts, ch 1154, §36, 125; 2003 Acts, ch 108, §90
IA Code § 490.826 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 490 - BUSINESS CORPORATIONS|Section 490.826 - Submission of matters for shareholder vote.

490.826 Submission of matters for shareholder vote.   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 §490.1003, 490.1104, 490.1202, 490.1402