reglab/housing_qa huggingface dataset:
IA Code § 491.50 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.50 - Examination by stockholder.

491.50 Examination by stockholder.   1. Any person who shall be a stockholder of record of any corporation organized under the laws of the state of Iowa or any foreign corporation authorized to transact business in the state of Iowa and maintaining its books and records in the state of Iowa shall have the right to examine in person or by duly authorized agent or attorney at any reasonable time or times and for any proper purpose the stock records, minutes and records of stockholders’ meetings, and the books and records of account and to make extracts therefrom.   2. The provisions of sections 491.46 and 491.47 and this section shall not apply to savings associations, deposit, loan, and investment records of banks, trust companies, or insurance companies organized under the laws of the state of Iowa, and to whom the provisions of this chapter would otherwise be applicable.  [C51, §692; R60, §1169; C73, §1078; C97, §1626; C24, 27, 31, 35, 39, §8385, 8386; C46, 50, §491.47, 491.50; C54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.50]  2012 Acts, ch 1017, §91
IA Code § 491.54 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.54 - Liability of collateral holder.

491.54 Liability of collateral holder.   No holder of stock as collateral security shall be liable for assessments on the same.  [C97, §1626; C24, 27, 31, 35, 39, §8390; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.54]
IA Code § 491.55 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.55 - Right to vote stock — attachment.

491.55 Right to vote stock — attachment.   1. Every executor, administrator, guardian, or trustee shall represent the stock in the person’s hands at all corporate meetings, and may vote the same as a stockholder.   2. Every person who shall pledge the person’s stock, in the absence of a written agreement to the contrary, may represent the same at all such meetings and vote accordingly.   3. The owner of corporate stock levied upon by attachment or other proceeding shall have the right to vote the same at all corporate meetings, until such time as the owner shall have been divested of title thereto by execution sale.   4. Nothing contained in this section shall in any manner conflict with any provision in the articles of incorporation, or the bylaws of the corporation issuing the stock.  [S13, §1641-a; C24, 27, 31, 35, 39, §8391; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.55]  2018 Acts, ch 1041, §127
IA Code § 491.56 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.56 - Expiration and closing of business.

491.56 Expiration and closing of business.   Corporations whose charters expire by limitation or the voluntary act of the stockholders may nevertheless continue to act for the purpose of winding up their affairs.  [C51, §694; R60, §1171; C73, §1080; C97, §1629; C24, 27, 31, 35, 39, §8392; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.56]
IA Code § 491.57 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.57 - Sinking fund and loaning thereof.

491.57 Sinking fund and loaning thereof.   For the purpose of repairs, rebuilding, enlarging, or to meet contingencies, or for the purpose of creating a sinking fund, the corporation may set apart a sum which it may loan, and take proper securities therefor.  [C51, §699; R60, §1176; C73, §1081; C97, §1630; C24, 27, 31, 35, 39, §8393; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.57]
IA Code § 491.58 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.58 - Liability of stockholders.

491.58 Liability of stockholders.   Neither anything in this chapter contained, nor any provisions in the articles of corporation, shall exempt the stockholders from individual liability to the amount of the unpaid installments on the stock owned by them, or transferred by them for the purpose of defrauding creditors; and execution against the company may, to that extent, be levied upon the private property of any such individual.  [C51, §695; R60, §1172; C73, §1082; C97, §1631; C24, 27, 31, 35, 39, §8394; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.58]  2012 Acts, ch 1017, §92
IA Code § 491.59 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.59 - Levy on private property.

491.59 Levy on private property.   In none of the cases contemplated in this chapter can the private property of the stockholders be levied upon for the payment of corporate debts while corporate property can be found with which to satisfy the same; but it will be sufficient proof that no property can be found, if an execution has issued on a judgment against the corporation, and a demand has been thereon made of some one of the last acting officers of the body for property on which to levy, and the officer neglects to point out any such property.  [C97, §1631; C24, 27, 31, 35, 39, §8395; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.59]  Referred to in §491.61
IA Code § 491.60 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.60 - Suit by creditor — measure of recovery.

491.60 Suit by creditor — measure of recovery.   In suits by creditors to recover unpaid installments upon shares of stock against any person who has in any manner obtained such stock of the corporation, the stockholder shall be liable for the difference between the amount paid by the stockholder to the corporation for said stock and the face value thereof.  [C97, §1631; C24, 27, 31, 35, 39, §8396; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.60]
IA Code § 491.61 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.61 - Corporate property exhausted.

491.61 Corporate property exhausted.   Before any stockholder can be charged with the payment of a judgment rendered for a corporate debt, an action shall be brought against the stockholder, in any stage of which the stockholder may point out corporate property subject to levy; and, upon the stockholder’s satisfying the court of the existence of such property, by affidavit or otherwise, the cause may be continued, or execution against the stockholder stayed, until the property can be levied upon and sold, and the court may subsequently render judgment for any balance which there may be after disposing of the corporate property; but if a demand of property has been made as contemplated in section 491.59, the costs of said action shall, in any event, be paid by the company or the defendant therein, but the stockholder shall not be permitted to controvert the validity of the judgment rendered against the corporation, unless it was rendered through fraud and collusion.  [C51, §696, 697; R60, §1173, 1174; C73, §1083, 1084; C97, §1632; C24, 27, 31, 35, 39, §8397; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.61]
IA Code § 491.62 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.62 - Indemnity — contribution.

491.62 Indemnity — contribution.   When the property of a stockholder is taken for a corporate debt, the stockholder may maintain an action against the corporation for indemnity, and against any of the other stockholders for contribution.  [C51, §698; R60, §1175; C73, §1085; C97, §1633; C24, 27, 31, 35, 39, §8398; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.62]
IA Code § 491.63 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.63 - Franchise sold on execution.

491.63 Franchise sold on execution.   The franchise of a corporation may be levied upon under execution and sold, but the corporation shall not become thereby dissolved, and no dissolution of the original corporation shall affect the franchise, and the purchaser becomes vested with all the powers of the corporation therefor. Such franchise shall be sold without appraisement.  [C51, §700; R60, §1177; C73, §1086; C97, §1634; C24, 27, 31, 35, 39, §8399; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.63]
IA Code § 491.64 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.64 - Production of books.

491.64 Production of books.   In proceedings by or against a corporation or a stockholder to charge the stockholder’s private property, or the dividends received by the stockholder, the court may, upon motion of either party, upon cause shown for that purpose, compel the officers or agents of the corporation to produce the books and records of the corporation.  [C51, §701; R60, §1178; C73, §1087; C97, §1635; C24, 27, 31, 35, 39, §8400; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.64]  Similar provision,  R.C.P. 1.512 et seq.
IA Code § 491.65 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.65 - Estoppel.

491.65 Estoppel.   No person or persons acting as a corporation shall be permitted to set up the want of a legal organization as a defense to an action against them as a corporation, nor shall any person sued on a contract made with such an acting corporation, or sued for an injury to its property, or a wrong done to its interests, be permitted to set up a want of such legal organization in the person’s defense.  [C51, §704; R60, §1181; C73, §1089; C97, §1636; C24, 27, 31, 35, 39, §8401; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.65]
IA Code § 491.66 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.66 - Dissolution — receivership.

491.66 Dissolution — receivership.   Courts of equity shall have full power, on good cause shown, to dissolve or close up the business of any corporation, and to appoint a receiver therefor, who shall be a resident of the state of Iowa. An action therefor may be instituted by the attorney general in the name of the state, reserving, however, to the stockholders and creditors all rights now possessed by them.  [C97, §1640; C24, 27, 31, 35, 39, §8402; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.66]
IA Code § 491.68 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.68 - False statements or pretenses.

491.68 False statements or pretenses.   Every director, officer, or agent of any corporation or joint-stock association, who knowingly concurs in making, publishing, or posting, either generally or privately to the stockholders or other persons, any written report, exhibit, or statement of its affairs or pecuniary condition, or book or notice containing any material statement which is false, or any untrue or willfully or fraudulently exaggerated report, prospectus, account, statement of operations, values, business, profits, expenditures, or prospects, or any other paper or document intended to produce or give, or having a tendency to produce or give, the shares of stock in such corporation a greater value or a less apparent or market value than they really possess, is guilty of a fraudulent practice.  [S13, §1641-g; C24, 27, 31, 35, 39, §8404; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.68]  Fraudulent practices, see §714.8 – 714.14
IA Code § 491.101 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.101 - Definitions.

491.101 Definitions.   1. “Merger” means the uniting of two or more corporations into one corporation in such manner that the corporation resulting from the merger retains its corporate existence and absorbs the other constituent corporation or corporations which thereby lose their or its corporate existence.   2. “Consolidation” means the uniting of two or more corporations into a single new corporation, all of the constituent corporations thereby ceasing to exist as separate entities.  [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.101]
IA Code § 491.101A (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.101A - Poison pill defense authorized.

491.101A Poison pill defense authorized.   The terms and conditions of stock rights or options issued by the corporation may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer, or receipt of such rights or options by a person, or group of persons, owning or offering to acquire a specified number or percentage of the outstanding common shares or other securities of the corporation, or a transferee of the offeror, or that invalidate or void such stock rights or options held by an offeror or a transferee of the offeror.  89 Acts, ch 288, §187
IA Code § 491.101B (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.101B - Consideration of community interests in consideration of acquisition proposals.

491.101B Consideration of community interests in consideration of acquisition proposals.   1. A director, in determining what is in the best interest of the corporation when considering a tender offer or proposal of acquisition, merger, consolidation, or similar proposal, may consider any or all of the following community interest factors, in addition to consideration of the effects of any action on shareholders:   a. The effects of the action on the corporation’s employees, suppliers, creditors, and customers.   b. The effects of the action on the communities in which the corporation operates.   c. The long-term as well as short-term interests of the corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation.   2. If on the basis of the community interest factors described in subsection 1, the board of directors determines that a proposal or offer to acquire or merge the corporation is not in the best interests of the corporation, it may reject the proposal or offer. If the board of directors determines to reject any such proposal or offer, the board of directors has no obligation to facilitate, to remove any barriers to, or to refrain from impeding, the proposal or offer. Consideration of any or all of the community interest factors is not a violation of the business judgment rule or of any duty of the director to the shareholders, or a group of shareholders, even if the director reasonably determines that a community interest factor or factors outweigh the financial or other benefits to the corporation or a shareholder or group of shareholders.  89 Acts, ch 288, §188
IA Code § 491.102 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.102 - Procedure for merger.

491.102 Procedure for merger.   1. Any two or more corporations whether heretofore or hereafter organized may merge into one of such corporations in the manner provided in this section.   2. The board of directors of each corporation shall, by resolution adopted by a majority vote of the members of each such board, approve a plan of mergers setting forth:   a. The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation.   b. The terms and conditions of the proposed merger.   c. The manner and basis of converting the shares of each merging corporation into shares or other securities or obligations of the surviving corporation.   d. A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger.   e. Such other provisions with respect to the proposed merger as are deemed necessary or desirable.  [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.102]  2012 Acts, ch 1023, §90  Referred to in §508B.2, 515G.2, 521.2
IA Code § 491.103 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.103 - Procedure for consolidation.

491.103 Procedure for consolidation.   1. Any two or more corporations whether heretofore or hereafter organized may consolidate into a new corporation in the manner provided in this section.   2. The board of directors of each corporation shall, by a resolution adopted by a majority vote of the members of each such board, approve a plan of consolidation setting forth:   a. The names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation.   b. The terms and conditions of the proposed consolidation.   c. The manner and basis of converting the shares of each corporation into shares, or other securities, or obligations of the new corporation.   d. With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this chapter.   e. Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.  [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.103]  2012 Acts, ch 1023, §91  Referred to in §508B.2, 515G.2, 521.2
IA Code § 491.104 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.104 - Meetings of shareholders.

491.104 Meetings of shareholders.   The board of directors of each corporation, upon approving such plan of merger or plan of consolidation, shall, by resolution, direct that the plan be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. Written or printed notice shall be delivered not less than twenty days before such meeting, either personally or by mail, to each shareholder of record entitled to vote at such meeting. Such notice shall state the place, day, hour and purpose of the meeting, and a copy or a summary of the plan of merger or plan of consolidation, as the case may be, shall be included in or enclosed with such notice.  [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.104]  Referred to in §508B.2, 515G.2, 521.2
IA Code § 491.105 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.105 - Approval by shareholders.

491.105 Approval by shareholders.   At each such meeting, a vote of the shareholders entitled to vote thereat shall be taken on the proposed plan of merger or consolidation. The plan of merger or consolidation shall be approved upon receiving the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote at such meeting, of each of such corporations, unless any class of shares of any such corporations is entitled to vote as a class in respect thereof in which event, as to such corporation, the plan of merger or consolidation shall be approved upon receiving the affirmative vote of the holders of at least a majority of the outstanding shares of each such class of shares entitled to vote as a class in respect thereof and two-thirds of the total outstanding shares entitled to vote at such meeting. Any class of shares of any such corporation shall be entitled to vote as a class if the plan of merger or consolidation, as the case may be, contains any provision which, if contained in a proposed amendment to articles of incorporation, would entitle such class of shares to vote as a class.  [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.105]  Referred to in §508B.2, 515G.2, 521.2
IA Code § 491.106 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.106 - Articles of merger or consolidation.

491.106 Articles of merger or consolidation.   Upon such approval, articles of merger or articles of consolidation shall be executed in duplicate by each corporation by its president or a vice president, and verified by that person, attested by its secretary or an assistant secretary, and shall be acknowledged and shall set forth:   1. The plan of merger or the plan of consolidation.   2. As to each corporation, the number of shares outstanding, and the number of shares entitled to vote, and, if the shares of any class are entitled to vote as a class, the designation of each such class and the number of outstanding shares thereof entitled to vote.   3. As to each corporation, the number of shares voted for and against such plan respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each such class voted for and against such plan, respectively.  [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.106]
IA Code § 491.107 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.107 - Filing articles of merger or consolidation.

491.107 Filing articles of merger or consolidation.   1. A duly executed and acknowledged copy of the articles of merger or consolidation shall be forwarded to the secretary of state for filing and recording as provided in section 491.5.   2. The procedure set forth in sections 491.6 to 491.9 of this chapter shall be applicable to the filing of articles of consolidation or merger.   3. If as the result of a consolidation a new Iowa corporation is formed then the fees provided for in section 491.11 shall be applicable. If as the result of a merger an existing Iowa corporation becomes the survivor the articles of merger shall be deemed an amendment to its articles of incorporation and section 491.20 shall be applicable.  [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.107]  94 Acts, ch 1055, §8; 2018 Acts, ch 1041, §127
IA Code § 491.108 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.108 - Effective date of merger or consolidation.

491.108 Effective date of merger or consolidation.   Upon the payment of all fees and charges and upon the filing of the articles of consolidation or merger with the secretary of state the secretary of state shall issue to the corporation or its representative a certificate of consolidation or a certificate of merger and upon the issuance of said certificate the merger or consolidation shall be effected.  [C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.108]
IA Code § 491.109 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT|Section 491.109 - Notice.

491.109 Notice. Repealed by 2014 Acts, ch 1074, §4.