reglab/housing_qa huggingface dataset:
IA Code § 504.204 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.204 - Liability for preincorporation transactions.

504.204 Liability for preincorporation transactions.   All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.  2004 Acts, ch 1049, §20, 192
IA Code § 504.205 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.205 - Organization of corporation.

504.205 Organization of corporation.   1. After incorporation:   a. If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting.   b. If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to do one of the following:   (1) Elect directors and complete the organization of the corporation.   (2) Elect a board of directors who shall complete the organization of the corporation.   2. Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.   3. An organizational meeting may be held in or out of this state in accordance with section 504.821.  2004 Acts, ch 1049, §21, 192
IA Code § 504.206 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.206 - Bylaws.

504.206 Bylaws.   1. The incorporators or board of directors of a corporation shall adopt bylaws for the corporation.   2. The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.  2004 Acts, ch 1049, §22, 192
IA Code § 504.207 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.207 - Emergency bylaws and powers.

504.207 Emergency bylaws and powers.   1. Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency as described in subsection 4. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including all of the following:   a. How to call a meeting of the board.   b. Quorum requirements for the meeting.   c. Designation of additional or substitute directors.   2. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.   3. Corporate action taken in good faith in accordance with the emergency bylaws does both of the following:   a. Binds the corporation.   b. Shall not be used to impose liability on a corporate director, officer, employee, or agent.   4. An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.  2004 Acts, ch 1049, §23, 192  See also §504.303
IA Code § 504.301 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.301 - Purposes.

504.301 Purposes.   1. Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation.   2. A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute.  2004 Acts, ch 1049, §24, 192  Referred to in §504.401
IA Code § 504.302 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.302 - General powers.

504.302 General powers.   Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including without limitation all of the following powers:   1. Sue and be sued, complain, and defend in its corporate name.   2. Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing, affixing, or in any other manner reproducing it.   3. Make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation.   4. Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with real or personal property, or any legal or equitable interest in property, wherever located.   5. Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property.   6. Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of, any entity.   7. Make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income.   8. Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by section 504.833.   9. Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity.   10. Conduct its activities, locate offices, and exercise the powers granted by this chapter in or out of this state.   11. Elect or appoint directors, officers, employees, and agents of the corporation, define their duties, and fix their compensation.   12. Pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for any or all of its current or former directors, officers, employees, and agents.   13. Make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interest.   14. Impose dues, assessments, and admission and transfer fees upon its members.   15. Establish conditions for admission of members, admit members, and issue memberships.   16. Carry on a business.   17. Serve as a trustee of a trust of which the corporation is a beneficiary.   18. Do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.  2004 Acts, ch 1049, §25, 192; 2015 Acts, ch 45, §3
IA Code § 504.303 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.303 - Emergency powers.

504.303 Emergency powers.   1. In anticipation of or during an emergency as described in subsection 4, the board of directors of a corporation may do both of the following:   a. Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent.   b. Relocate the principal office, designate alternative principal offices or regional offices, or authorize an officer to do so.   2. During an emergency described in subsection 4, unless emergency bylaws provide otherwise, all of the following shall apply:   a. Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and such notice may be given in any practicable manner, including by publication and radio.   b. One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.   3. Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation does both of the following:   a. Binds the corporation.   b. Shall not be used to impose liability on a corporate director, officer, employee, or agent.   4. An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.  2004 Acts, ch 1049, §26, 192  See also §504.207
IA Code § 504.304 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.304 - Ultra vires.

504.304 Ultra vires.   1. Except as provided in subsection 2, the validity of corporate action shall not be challenged on the ground that the corporation lacks or lacked power to act.   2. A corporation’s power to act may be challenged in a proceeding against the corporation to enjoin an act when a third party has not acquired rights. The proceeding may be brought by the attorney general, a director, or by a member or members in a derivative proceeding.   3. A corporation’s power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver, a trustee or other legal representative, or in the case of a public benefit corporation, by the attorney general.  2004 Acts, ch 1049, §27, 192; 2004 Acts, ch 1175, §384
IA Code § 504.402 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.402 - Reserved name.

504.402 Reserved name.   1. A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available by delivering an application to the secretary of state for filing. Upon finding that the corporate name applied for is available, the secretary of state shall reserve the name for the applicant’s exclusive use for a nonrenewable one hundred twenty-day period.   2. The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a signed notice of the transfer that states the name and address of the transferee.  2004 Acts, ch 1049, §29, 192  Referred to in §488.108, 490.401, 504.401, 504.403, 504.1506, 524.310
IA Code § 504.403 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.403 - Registered name.

504.403 Registered name.   1. A foreign corporation may register its corporate name, or its corporate name with any change required by section 504.1506, if the name is distinguishable upon the records of the secretary of state from both of the following:   a. The corporate name of a nonprofit or business corporation incorporated or authorized to do business in this state.   b. A name reserved, registered, or protected as follows:   (1) For a limited liability partnership, section 486A.1001 or 486A.1002.   (2) For a limited partnership, section 488.108, 488.109, or 488.810.   (3) For a business corporation, section 490.401, 490.402, 490.403, or 490.1422.   (4) For a limited liability company under chapter 489, section 489.108, 489.109, or 489.706.   (5) For a nonprofit corporation, this section or section 504.401, 504.402, or 504.1423.   2. A foreign corporation shall register its corporate name, or its corporate name with any change required by section 504.1506, by delivering to the secretary of state an application that does both of the following:   a. Sets forth its corporate name, or its corporate name with any change required by section 504.1506, the state or country and date of its incorporation, and a brief description of the nature of the activities in which it is engaged.   b. Is accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation.   3. The name is registered for the applicant’s exclusive use upon the effective date of the application.   4. A foreign corporation whose registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application which complies with the requirements of subsection 2, between October 1 and December 31 of the preceding year. The renewal application renews the registration for the following calendar year.   5. A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under that name or consent in writing to the use of that name by a corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.  2004 Acts, ch 1049, §30, 192; 2004 Acts, ch 1049, §191; 2005 Acts, ch 19, §85; 2006 Acts, ch 1089, §47; 2008 Acts, ch 1162, §146, 154, 155  Referred to in §488.108, 490.401, 504.401, 504.1506, 524.310
IA Code § 504.501 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.501 - Registered office and registered agent.

504.501 Registered office and registered agent.   A corporation shall continuously maintain both of the following in this state:   1. A registered office with the same address as that of the registered agent.   2. A registered agent, who may be any of the following:   a. An individual who resides in this state and whose business office is identical with the registered office.   b. A domestic business corporation, domestic limited liability company, or domestic nonprofit corporation whose business office is identical to the registered office.   c. A foreign business corporation, foreign limited liability company, or foreign nonprofit corporation authorized to transact business in this state whose business office is identical to the registered office.  2004 Acts, ch 1049, §31, 192; 2015 Acts, ch 45, §4
IA Code § 504.502 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.502 - Change of registered office or registered agent.

504.502 Change of registered office or registered agent.   1. A corporation may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth all of the following:   a. The name of the corporation.   b. If the current registered office is to be changed, the address of the new registered office.   c. If the current registered agent is to be changed, the name of the new registered agent and the new agent’s written consent, either on the statement or attached to it, to the change.   d. That after the change or changes are made, the addresses of its registered office and the office of its registered agent will be identical.   2. If the address of a registered agent’s business office is changed, the registered agent may change the address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the secretary of state for filing, a statement that complies with the requirements of subsection 1 and recites that the corporation has been notified of the change.   3. If a registered agent changes the registered agent’s business address to another place, the registered agent may change the address of the registered office of any corporation for which the registered agent is the registered agent by filing a statement as required in subsection 2 for each corporation, or by filing a single statement for all corporations named in the notice, except that it need be signed, either manually or in facsimile, only once by the registered agent and must recite that a copy of the statement has been mailed to each corporation named in the notice.  2004 Acts, ch 1049, §32, 192  Referred to in §504.1613
IA Code § 504.503 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.503 - Resignation of registered agent.

504.503 Resignation of registered agent.   1. a. A registered agent may resign as registered agent by signing and delivering to the secretary of state for filing a signed original statement of resignation. The statement may include a statement that the registered office is also discontinued.   b. The registered agent shall send a copy of the statement of resignation by certified mail to the corporation at its principal office and to the registered office, if not discontinued. The registered agent shall certify to the secretary of state that copies have been sent to the corporation, including the date the copies were sent.   2. A statement of resignation takes effect on the earlier of the following:   a. 12:01 a.m. on the thirty-first day after the day on which it is filed with the secretary of state.   b. The designation of a new registered agent for the corporation.  2004 Acts, ch 1049, §33, 192; 2012 Acts, ch 1023, §157; 2020 Acts, ch 1058, §10  Referred to in §504.111, 504.1613  Subsection 2 amended
IA Code § 504.504 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.504 - Service on corporation.

504.504 Service on corporation.   1. A corporation’s registered agent is the corporation’s agent for service of process, notice, or demand required or permitted by law to be served on the corporation.   2. If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office shown in the most recent biennial report filed pursuant to section 504.1613. Service is perfected under this subsection on the earliest of any of the following:   a. The date the corporation receives the mail.   b. The date shown on the return receipt, if signed on behalf of the corporation.   c. Five days after its deposit in the United States mail, if mailed and correctly addressed with first class postage affixed.   3. This section does not prescribe the only means, or necessarily the required means, of serving a corporation. A corporation may also be served in any other manner permitted by law.  2004 Acts, ch 1049, §34, 192  Referred to in §504.116, 504.1422, 504.1423, 504.1424
IA Code § 504.601 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.601 - Admission.

504.601 Admission.   1. The articles or bylaws may establish criteria or procedures for admission of members.   2. A person shall not be admitted as a member without the person’s consent or affirmative action evidencing consent.  2004 Acts, ch 1049, §35, 192
IA Code § 504.602 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.602 - Consideration.

504.602 Consideration.   Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board.  2004 Acts, ch 1049, §36, 192
IA Code § 504.603 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.603 - No requirement of members.

504.603 No requirement of members.   A corporation is not required to have members.  2004 Acts, ch 1049, §37, 192
IA Code § 504.611 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.611 - Differences in rights and obligations of members.

504.611 Differences in rights and obligations of members.   All members shall have the same rights and obligations with respect to voting, dissolution, redemption, and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws. A person that does not meet the qualifications for a member under section 504.141, subsection 24, and is identified as a member in the articles or bylaws of the corporation shall have only those rights set forth for such a member in the articles or bylaws of the corporation.  2004 Acts, ch 1049, §38, 192
IA Code § 504.612 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.612 - Transfers.

504.612 Transfers.   1. Except as set forth in or authorized by the articles or bylaws, a member of a mutual benefit corporation shall not transfer a membership or any right arising therefrom.   2. A member of a public benefit or religious corporation shall not transfer a membership or any right arising therefrom.   3. Where transfer rights have been provided, a restriction on them shall not be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member.  2004 Acts, ch 1049, §39, 192
IA Code § 504.613 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.613 - Member’s liability to third parties.

504.613 Member’s liability to third parties.   A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.  2004 Acts, ch 1049, §40, 192
IA Code § 504.614 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.614 - Member’s liability for dues, assessments, and fees.

504.614 Member’s liability for dues, assessments, and fees.   A member may become liable to the corporation for dues, assessments, or fees. However, an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments, or fees does not, of itself, create liability.  2004 Acts, ch 1049, §41, 192
IA Code § 504.615 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.615 - Creditor’s action against member.

504.615 Creditor’s action against member.   1. A proceeding shall not be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless.   2. All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor’s proceeding brought under subsection 1 to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding.  2004 Acts, ch 1049, §42, 192
IA Code § 504.621 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.621 - Resignation.

504.621 Resignation.   1. A member may resign at any time.   2. The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation.  2004 Acts, ch 1049, §43, 192