reglab/housing_qa huggingface dataset:
IA Code § 504.1002 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|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 by law.   b. To delete the names and addresses of the initial directors.   c. To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state.   d. To change the corporate name by substituting the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution to the name.   e. To make any other change expressly permitted by this subchapter to be made by director action.   2. 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 articles subject to any approval required pursuant to section 504.1031. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with section 504.823, subsection 3. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.  2004 Acts, ch 1049, §113, 192; 2006 Acts, ch 1089, §52  Referred to in §504.1003
IA Code § 504.1003 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|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 corporation’s articles must be approved by all of the following to be adopted:   a. The board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected.   b. Except as provided in section 504.1002, subsection 1, by the members by two-thirds of the votes cast by the members or a majority of the members’ voting power that could be cast, whichever is less.   c. In writing by any person or persons whose approval is required by a provision of the articles authorized by section 504.1031.   2. The members may condition the adoption of an amendment on receipt of a higher percentage of affirmative votes or on any other basis.   3. If the board initiates an amendment to the articles or board approval is required by subsection 1 to adopt an amendment to the articles, the board may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or any other basis.   4. If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 504.705. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.   5. If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.  2004 Acts, ch 1049, §114, 192  Referred to in §504.705, 504.1006
IA Code § 504.1004 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1004 - Class voting by members on amendments.

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 in a manner different than such amendment affects another class or members of another class.   2. Unless the articles or bylaws of the corporation provide otherwise, the members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would do any of the following:   a. Affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than such amendment would affect another class.   b. Change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class.   c. Increase or decrease the number of memberships authorized for that class.   d. Increase the number of memberships authorized for another class.   e. Effect an exchange, reclassification, or termination of the memberships of that class.   f. Authorize a new class of memberships.   3. The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws.   4. Unless the articles or bylaws of the corporation provide otherwise, if a class is to be divided into two or more classes as a result of an amendment to the articles of a public benefit or mutual benefit corporation, the amendment must be approved by the members of each class that would be created by the amendment.   5. Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of the corporation, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.  2004 Acts, ch 1049, §115, 192  Referred to in §504.1103
IA Code § 504.1005 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1005 - Articles of amendment.

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 the corporation.   2. The text of each amendment adopted.   3. The date of each amendment’s adoption.   4. If approval by members was not required, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that member approval was not required.   5. If approval by members was required, a statement that the amendment was duly approved by the members in the manner required by this chapter, the articles of incorporation, and bylaws.   6. If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to section 504.1031, a statement that the approval was obtained.  2004 Acts, ch 1049, §116, 192; 2006 Acts, ch 1089, §53, 54  Referred to in §504.1006
IA Code § 504.1006 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1006 - Restated articles of incorporation.

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 members or any other person, the amendments must be adopted as provided in section 504.1003.   3. If the restatement includes an amendment requiring approval pursuant to section 504.1031, the board must submit the restatement for such approval.   4. A corporation that restates its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate stating that the restated articles consolidate all amendments into a single document. If a new amendment is included in the restated articles, the corporation shall include the statement required in section 504.1005.   5. Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the original articles of incorporation.   6. The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect without including the certificate information required by subsection 4.  2004 Acts, ch 1049, §117, 192; 2006 Acts, ch 1089, §55
IA Code § 504.1007 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1007 - Amendment pursuant to judicial reorganization.

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 individual or individuals designated by the court shall deliver to the secretary of state articles of amendment setting forth all of the following:   a. The name of the corporation.   b. The text of each amendment approved by the court.   c. The date of the court’s order or decree approving the articles of amendment.   d. The title of the reorganization proceeding in which the order or decree was entered.   e. A statement that the court had jurisdiction of the proceeding under federal statute.   3. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.  2004 Acts, ch 1049, §118, 192; 2006 Acts, ch 1089, §56
IA Code § 504.1008 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1008 - Effect of amendment and restatement.

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 trust upon which such property is held by the corporation, or the existing rights of persons other than members of the corporation. An amendment changing a corporation’s name does not abate a proceeding brought by or against the corporation in its former name.  2004 Acts, ch 1049, §119, 192; 2005 Acts, ch 19, §104; 2006 Acts, ch 1089, §57
IA Code § 504.1021 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1021 - Amendment by directors.

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 amendment is to be approved. The notice must be given in accordance with section 504.823, subsection 3. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.  2004 Acts, ch 1049, §120, 192
IA Code § 504.1022 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1022 - Amendment by directors and members.

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 all of the following to be adopted:   a. By the board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected.   b. By the members by two-thirds of the votes cast or a majority of the voting power, whichever is less.   c. In writing by any person or persons whose approval is required by a provision of the articles authorized by section 504.1031.   2. The members may condition the amendment’s adoption on its receipt of a higher percentage of affirmative votes or on any other basis.   3. If the board initiates an amendment to the bylaws or board approval is required by subsection 1 to adopt an amendment to the bylaws, the board may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any other basis.   4. If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 504.705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.   5. If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.  2004 Acts, ch 1049, §121, 192  Referred to in §504.705
IA Code § 504.1023 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1023 - Class voting by members on amendments.

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 in a manner different than such amendment affects another class or members of another class.   2. Unless the articles or bylaws of the corporation provide otherwise, members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would do any of the following:   a. Affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than such amendment would affect another class.   b. Change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class.   c. Increase or decrease the number of memberships authorized for that class.   d. Increase the number of memberships authorized for another class.   e. Effect an exchange, reclassification, or termination of all or part of the memberships of that class.   f. Authorize a new class of memberships.   3. The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.   4. Unless the articles or bylaws of the corporation provide otherwise, if a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.   5. Unless the articles or bylaws of the corporation provide otherwise, if a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.  2004 Acts, ch 1049, §122, 192  Referred to in §504.1103
IA Code § 504.1031 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.1031 - Approval by third persons.

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 in the provision.  2004 Acts, ch 1049, §123, 192  Referred to in §504.1002, 504.1003, 504.1005, 504.1006, 504.1007, 504.1021, 504.1022, 504.1103, 504.1202, 504.1402
IA Code § 504.1032 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|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 the requirements of this chapter and this section.   2. Before adopting a resolution proposing such an amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members.   3. After adopting a resolution proposing such an amendment, the notice to members proposing such amendment shall include one statement of up to five hundred words opposing the proposed amendment, if such statement is submitted by any five members or members having three percent or more of the voting power, whichever is less, not later than twenty days after the board has voted to submit such amendment to the members for their approval. In public benefit corporations, the production and mailing costs of the statement opposing the proposed amendment shall be paid by the requesting members. In mutual benefit corporations, the production and mailing costs of the statement opposing the proposed amendment shall be paid by the corporation.   4. Any such amendment shall be approved by the members by two-thirds of the votes cast by each class.   5. The provisions of section 504.622 shall not apply to any amendment meeting the requirements of this chapter and this section.  2004 Acts, ch 1049, §124, 192
IA Code § 504.1101 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|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 shall set forth all of the following:   a. The name of each corporation or unincorporated entity planning to merge and the name of the surviving corporation or unincorporated entity into which each plans to merge.   b. The terms and conditions of the planned merger.   c. The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation or unincorporated entity.   d. If the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations, or securities of the surviving or any other corporation or unincorporated entity or into cash or other property in whole or in part.   3. The plan of merger may set forth any of the following:   a. Any amendments to the articles of incorporation or bylaws of the surviving corporation or organic record of the surviving unincorporated entity to be effected by the planned merger.   b. Other provisions relating to the planned merger.  2004 Acts, ch 1049, §125, 192; 2005 Acts, ch 19, §105; 2012 Acts, ch 1049, §13 – 15; 2013 Acts, ch 90, §149  Referred to in §504.1106
IA Code § 504.1102 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|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 religious corporation.   c. A wholly owned foreign or domestic business or mutual benefit corporation, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger.   d. A business or mutual benefit corporation or an unincorporated entity, provided that all of the following apply where the public benefit or religious corporation is not the surviving entity in the merger:   (1) On or prior to the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit or religious corporation or the fair market value of the public benefit or religious corporation if it were to be operated as a business concern are transferred or conveyed to one or more persons who would have received its assets under section 504.1405, subsection 1, paragraphs “e” and “f”, had it dissolved.   (2) The business or mutual benefit corporation or unincorporated entity shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition.   (3) The merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving entity.   2. Without the prior approval of the district court in a proceeding in which a guardian ad litem has been appointed to represent the interests of the corporation, a member of a public benefit or religious corporation shall not receive or keep anything as a result of a merger other than a membership in the surviving public benefit or religious corporation. The court shall approve the transaction if it is in the public interest.  2004 Acts, ch 1049, §126, 192; 2005 Acts, ch 19, §106; 2012 Acts, ch 1049, §16, 17  Referred to in §504.1101, 504.1106