reglab/housing_qa huggingface dataset:
IA Code § 504.622 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.622 - Termination, expulsion, or suspension.

504.622 Termination, expulsion, or suspension.   1. A membership in a public benefit or mutual benefit corporation may be terminated or suspended for the reasons and in the manner provided in the articles of incorporation or bylaws.   2. To the extent the articles of incorporation or bylaws do not address the termination or suspension of a member, a member of a public benefit or mutual benefit corporation shall not be expelled or suspended, and a membership or memberships in such a corporation shall not be terminated or suspended except pursuant to a procedure which is fair and reasonable and is carried out in good faith.   3. A procedure is fair and reasonable when either of the following occurs:   a. The articles or bylaws set forth a procedure which provides both of the following:   (1) Not less than fifteen days’ prior written notice of the expulsion, suspension, or termination and the reasons therefor.   (2) An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place.   b. The procedure requires consideration of all relevant facts and circumstances surrounding the expulsion, suspension, or termination by a person or persons authorized to make a decision regarding the proposed expulsion, termination, or suspension.   4. Any written notice given by mail pursuant to this section must be given by first class or certified mail sent to the last address of the member shown on the corporation’s records.   5. A proceeding challenging an expulsion, suspension, or termination, including a proceeding alleging defective notice, must be commenced within one year after the effective date of the expulsion, suspension, or termination.   6. A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to expulsion or suspension.  2004 Acts, ch 1049, §44, 192; 2012 Acts, ch 1049, §3, 4  Referred to in §504.1032
IA Code § 504.623 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.623 - Purchase of memberships.

504.623 Purchase of memberships.   1. A public benefit or religious corporation shall not purchase any of its memberships or any right arising therefrom.   2. A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles or bylaws. A payment shall not be made in violation of subchapter XIII.  2004 Acts, ch 1049, §45, 192
IA Code § 504.631 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.631 - Derivative proceedings — definition.

504.631 Derivative proceedings — definition.   In this part, unless the context otherwise requires, “derivative proceeding” means a civil suit in the right of a domestic corporation or, to the extent provided in section 504.638, in the right of a foreign corporation.  2004 Acts, ch 1049, §46, 192  Referred to in §504.810
IA Code § 504.632 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.632 - Standing.

504.632 Standing.   A derivative proceeding may be brought by any of the following persons:   1. A member or members of the corporation representing five percent or more of the voting power of the corporation or by fifty members, whichever is less.   2. A director of the corporation.  2004 Acts, ch 1049, §47, 192
IA Code § 504.633 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.633 - Demand.

504.633 Demand.   A derivative proceeding shall not be commenced until both of the following have occurred:   1. A written demand has been made upon the corporation to take suitable action.   2. Ninety days have expired from the date the demand was made, unless the member or director has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety-day period.  2004 Acts, ch 1049, §48, 192  Referred to in §504.810
IA Code § 504.634 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.634 - Stay of proceedings.

504.634 Stay of proceedings.   If a corporation commences an inquiry into the allegations made in a demand or complaint, the court may stay any derivative proceeding for a period of time as the court deems appropriate.  2004 Acts, ch 1049, §49, 192  Referred to in §504.638, 504.810
IA Code § 504.636 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.636 - Discontinuance or settlement.

504.636 Discontinuance or settlement.   A derivative proceeding shall not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of a corporation’s member or class of members or director, the court shall direct that notice be given to the members or director affected.  2004 Acts, ch 1049, §51, 192  Referred to in §504.638, 504.810
IA Code § 504.637 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.637 - Payment of expenses.

504.637 Payment of expenses.   On termination of a derivative proceeding, the court may do either of the following:   1. Order the corporation to pay the plaintiff’s reasonable expenses, including attorney fees incurred in the proceeding, if it finds that the proceeding has resulted in a substantial benefit to the corporation.   2. Order the plaintiff to pay any defendant’s reasonable expenses, including attorney fees incurred in defending the proceeding, if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose.  2004 Acts, ch 1049, §52, 192  Referred to in §504.638, 504.810
IA Code § 504.638 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.638 - Applicability to foreign corporations.

504.638 Applicability to foreign corporations.   In any derivative proceeding in the right of a foreign corporation, the matters covered by this part shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except that sections 504.634, 504.636, and 504.637 shall apply.  2004 Acts, ch 1049, §53, 192  Referred to in §504.631, 504.810
IA Code § 504.641 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.641 - Delegates.

504.641 Delegates.   1. A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members.   2. The articles or bylaws may set forth provisions relating to all of the following:   a. The characteristics, qualifications, rights, limitations, and obligations of delegates including their selection and removal.   b. Calling, noticing, holding, and conducting meetings of delegates.   c. Carrying on corporate activities during and between meetings of delegates.  2004 Acts, ch 1049, §54, 192
IA Code § 504.701 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.701 - Annual and regular meetings.

504.701 Annual and regular meetings.   1. Except in the case of a corporation with members that holds meetings only of delegates and not of the members, a corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. The articles of incorporation or bylaws of a corporation with members that holds meetings only of delegates and not of members may provide for meetings of delegates to be held less frequently than annually but at least once every six years.   2. A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.   3. Annual or regular membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If a place is not stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation’s principal office.   4. At the annual meeting all of the following shall occur:   a. The president and chief financial officer shall report on the activities and financial condition of the corporation.   b. The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of sections 504.705 and 504.713, subsection 4.   5. At regular meetings, the members shall consider and act upon such matters as may be raised consistent with the notice requirements of sections 504.705 and 504.713, subsection 4.   6. The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action.   7. The articles of incorporation or bylaws may provide that an annual or regular meeting of members is not required to be held at a geographic location if the meeting is held by means of the internet or other electronic communications technology in a manner pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, vote on matters submitted to the members, pose questions, and make comments.  2004 Acts, ch 1049, §55, 192; 2012 Acts, ch 1049, §5; 2015 Acts, ch 45, §5
IA Code § 504.702 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.702 - Special meeting.

504.702 Special meeting.   1. A corporation with members shall hold a special meeting of members when either of the following occurs:   a. At the call of its board or the person or persons authorized to do so by the corporation’s articles or bylaws.   b. Except as provided in the articles or bylaws of a corporation, if the holders of at least five percent of the voting power of any corporation sign, date, and deliver to any corporate officer one or more written demands for the meeting describing the purpose for which it is to be held. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.   2. The close of business on the thirtieth day before delivery of the demand for a special meeting to any corporate officer is the record date for the purpose of determining whether the five percent requirement of subsection 1, paragraph “b”, has been met.   3. If a notice for a special meeting demanded under subsection 1, paragraph “b”, is not given pursuant to section 504.705 within thirty days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection 4, a person signing the demand may set the time and place of the meeting and give notice pursuant to section 504.705.   4. Special meetings of members may be held in or out of this state at a place stated in or fixed in accordance with the bylaws. If a place is not stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation’s principal office.   5. Only those matters that are within the purpose described in the meeting notice required by section 504.705 may be considered at a special meeting of members.   6. The articles of incorporation or bylaws may provide that a special meeting of members is not required to be held at a geographic location if the meeting is held by means of the internet or other electronic communications technology in a manner pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, vote on matters submitted to the members, pose questions, and make comments.  2004 Acts, ch 1049, §56, 192; 2006 Acts, ch 1089, §48; 2012 Acts, ch 1049, §6  Referred to in §504.703
IA Code § 504.703 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.703 - Court-ordered meeting.

504.703 Court-ordered meeting.   1. The district court of the county where a corporation’s principal office is located or, if none is located in this state, where its registered office is located, may summarily order a meeting to be held when any of the following occurs:   a. On application of any member or other person entitled to participate in an annual or regular meeting of the corporation, if an annual meeting was not held within the earlier of six months after the end of the corporation’s fiscal year or fifteen months after its last annual meeting.   b. On application of any member or other person entitled to participate in a regular meeting of the corporation, if a regular meeting was not held within forty days after the date it was required to be held.   c. On application of a member who signed a demand for a special meeting valid under section 504.702, or a person entitled to call a special meeting, if any of the following applies:   (1) The notice of the special meeting was not given within thirty days after the date the demand was delivered to a corporate officer.   (2) The special meeting was not held in accordance with the notice.   2. The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose of the meeting.   3. If the court orders a meeting, it may also order the corporation to pay the member’s costs, including reasonable attorney fees, incurred to obtain the order.  2004 Acts, ch 1049, §57, 192  Referred to in §504.704
IA Code § 504.704 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.704 - Action by written consent.

504.704 Action by written consent.   1. Unless limited or prohibited by the articles or bylaws of the corporation, action required or permitted by this chapter to be approved by the members of a corporation may be approved without a meeting of members if the action is approved by members holding at least eighty percent of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least eighty percent of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. A written consent may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of unrevoked written consents sufficient in number to take corporation action.   2. If not otherwise determined under section 504.703 or 504.707, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection 1.   3. A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the secretary of state.   4. Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten days after such written notice is given.  2004 Acts, ch 1049, §58, 192; 2005 Acts, ch 19, §86
IA Code § 504.705 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.705 - Notice of meeting.

504.705 Notice of meeting.   1. A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.   2. Any notice which conforms to the requirements of subsection 3 is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered. However, notice of matters referred to in subsection 3, paragraph “b”, must be given as provided in subsection 3.   3. Notice is fair and reasonable if all of the following occur:   a. The corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members not more than sixty days and not less than ten days, or if notice is mailed by other than first class or registered mail, not less than thirty days, before the date of the meeting.   b. The notice of an annual or regular meeting includes a description of any matter or matters which must be considered for approval by the members under sections 504.833, 504.859, 504.1003, 504.1022, 504.1104, 504.1202, and 504.1402.   c. The notice of a special meeting includes a description of the purpose for which the meeting is called.   4. Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 504.707, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.   5. When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if requested in writing to do so by a person entitled to call a special meeting and if the request is received by the secretary or president of the corporation at least ten days before the corporation gives notice of the meeting.  2004 Acts, ch 1049, §59, 192; 2005 Acts, ch 19, §87  Referred to in §504.142, 504.701, 504.702, 504.1003, 504.1022, 504.1103, 504.1202, 504.1402
IA Code § 504.706 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.706 - Waiver of notice.

504.706 Waiver of notice.   1. A member may waive any notice required by this chapter, the articles, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.   2. A member’s attendance at a meeting does all of the following:   a. Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.   b. Waives objection to consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the member objects to considering the matter when it is presented.  2004 Acts, ch 1049, §60, 192; 2005 Acts, ch 19, §88
IA Code § 504.707 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.707 - Record date — determining members entitled to notice and vote.

504.707 Record date — determining members entitled to notice and vote.   1. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members’ meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If a record date is not fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held, are entitled to notice of the meeting.   2. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members’ meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If a record date is not fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.   3. The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If a record date is not fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise such rights.   4. A record date fixed under this section shall not be more than seventy days before the meeting or action requiring a determination of members occurs.   5. A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than seventy days after the record date for determining members entitled to notice of the original meeting.   6. If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting.  2004 Acts, ch 1049, §61, 192  Referred to in §504.704, 504.705