reglab/housing_qa huggingface dataset:
IA Code § 504.808 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.808 - Removal of directors elected by members or directors.

504.808 Removal of directors elected by members or directors.   1. The members of a corporation may remove one or more directors elected by the members without cause.   2. If a director is elected by a class, chapter, or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping.   3. Except as provided in subsection 9, a director may be removed under subsection 1 or 2 only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.   4. If cumulative voting is authorized, a director shall not be removed if the number of votes, or if the director was elected by a class, chapter, unit, or grouping of members, the number of votes of that class, chapter, unit, or grouping, sufficient to elect the director under cumulative voting is voted against the director’s removal.   5. A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is the removal of the director.   6. For the purpose of computing whether a director is protected from removal under subsections 2 through 4, it should be assumed that the votes against removal are cast in an election for the number of directors of the group to which the director to be removed belonged on the date of that director’s election.   7. An entire board of directors may be removed under subsections 1 through 5.   8. A director elected by the board may be removed without cause by the vote of two-thirds of the directors then in office or such greater number as is set forth in the articles or bylaws. However, a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not by the board.   9. If at the beginning of a director’s term on the board the articles or bylaws provide that a director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office votes for the removal.   10. The articles or bylaws of a corporation may do both of the following:   a. Limit the application of this section.   b. Set forth the vote and procedures by which the board or any person may remove with or without cause a director elected by the members or the board.  2004 Acts, ch 1049, §79, 192; 2006 Acts, ch 1089, §49  Referred to in §504.716
IA Code § 504.809 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.809 - Removal of designated or appointed directors.

504.809 Removal of designated or appointed directors.   1. A designated director of a corporation may be removed by an amendment to the articles or bylaws deleting or changing the designation.   2. a. Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director.   b. The person removing the appointed director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation’s president or secretary.   c. A removal of an appointed director is effective when the notice is effective unless the notice specifies a future effective date.  2004 Acts, ch 1049, §80, 192
IA Code § 504.810 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.810 - Removal of directors by judicial proceeding.

504.810 Removal of directors by judicial proceeding.   1. The district court of the county where a corporation’s principal office is located or if there is no principal office located in this state, where the registered office is located, may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation by a member or director if the court finds both of the following apply:   a. A director engaged in fraudulent conduct with respect to the corporation or its members, grossly abused the position of director, or intentionally inflicted harm on the corporation.   b. Upon consideration of the director’s course of conduct and the inadequacy of other available remedies, the court determines that removal is in the best interest of the corporation.   2. A member or a director who proceeds by or in the right of a corporation pursuant to subsection 1 shall comply with all of the requirements of section 504.631 and sections 504.633 through 504.638.   3. The court, in addition to removing a director, may bar the director from serving on the board for a period of time prescribed by the court.   4. This section does not limit the equitable powers of the court to order other relief that the court determines is appropriate.   5. The articles or bylaws of a religious corporation may limit or prohibit the application of this section.  2004 Acts, ch 1049, §81, 192; 2005 Acts, ch 19, §122, 126
IA Code § 504.811 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.811 - Vacancy on board.

504.811 Vacancy on board.   1. Unless the articles or bylaws of a corporation provide otherwise, and except as provided in subsections 2 and 3, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, any of the following may occur:   a. The members, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter, or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members.   b. The board of directors may fill the vacancy.   c. If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.   2. Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.   3. If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy shall be filled by the board.   4. A vacancy that will occur at a specific later date by reason of a resignation effective at a later date under section 504.807, subsection 2, or otherwise, may be filled before the vacancy occurs, but the new director shall not take office until the vacancy occurs.  2004 Acts, ch 1049, §82, 192
IA Code § 504.812 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.812 - Compensation of directors.

504.812 Compensation of directors.   Unless the articles or bylaws of a corporation provide otherwise, a board of directors may fix the compensation of directors.  2004 Acts, ch 1049, §83, 192
IA Code § 504.821 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.821 - Regular and special meetings.

504.821 Regular and special meetings.   1. If the time and place of a directors’ meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.   2. A board of directors may hold regular or special meetings in or out of this state.   3. Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.  2004 Acts, ch 1049, §84, 192  Referred to in §504.205, 504.826
IA Code § 504.822 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.822 - Action without meeting.

504.822 Action without meeting.   1. Except to the extent the articles or bylaws of a corporation require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation.   2. Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken is to be effective. A director’s consent may be withdrawn by revocation signed by the director and delivered to the corporation prior to the delivery to the corporation of unrevoked written consents signed by all of the directors.   3. A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.  2004 Acts, ch 1049, §85, 192; 2005 Acts, ch 19, §91  Referred to in §504.826
IA Code § 504.823 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.823 - Call and notice of meetings.

504.823 Call and notice of meetings.   1. Unless the articles or bylaws of a corporation, or subsection 3, provide otherwise, regular meetings of the board may be held without notice.   2. Unless the articles, bylaws, or subsection 3 provide otherwise, special meetings of the board must be preceded by at least two days’ notice to each director of the date, time, and place, but not the purpose, of the meeting.   3. In corporations without members, any board action to remove a director or to approve a matter which would require approval by the members if the corporation had members shall not be valid unless each director is given at least seven days’ written notice that the matter will be voted upon at a directors’ meeting or unless notice is waived pursuant to section 504.824.   4. Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president, or twenty percent of the directors then in office may call and give notice of a meeting of the board.  2004 Acts, ch 1049, §86, 192  Referred to in §504.826, 504.1002, 504.1021, 504.1103, 504.1202, 504.1401, 504.1402
IA Code § 504.824 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.824 - Waiver of notice.

504.824 Waiver of notice.   1. A director may at any time waive any notice required by this chapter, the articles, or bylaws. Except as provided in subsection 2, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records.   2. A director’s attendance at or participation in a meeting waives any required notice of the meeting unless the director, upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with this chapter, the articles, or bylaws, objects to lack of notice and does not thereafter vote for or assent to the objected-to action.  2004 Acts, ch 1049, §87, 192; 2005 Acts, ch 19, §92  Referred to in §504.823, 504.826
IA Code § 504.825 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.825 - Quorum and voting.

504.825 Quorum and voting.   1. Except as otherwise provided in this chapter, or the articles or bylaws of a corporation, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins.   2. The articles or bylaws shall not authorize a quorum of fewer than one-third of the number of directors in office.   3. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless a greater vote is required by this chapter, the articles of incorporation, or bylaws.   4. A director who is present at a meeting of the board of directors when corporate action is taken is considered to have assented to the action taken unless any of the following applies:   a. The director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting.   b. The director dissents or abstains from the action and any of the following applies:   (1) The dissent or abstention is entered in the minutes of the meeting.   (2) The director delivers notice in the form of a record of the director’s dissent or abstention to the presiding officer of the meeting before the meeting’s adjournment or to the corporation promptly after adjournment of the meeting.   5. The right of dissent or abstention is not available to a director who votes in favor of the action taken.  2004 Acts, ch 1049, §88, 192; 2005 Acts, ch 19, §93; 2015 Acts, ch 45, §8  Referred to in §504.826, 504.854
IA Code § 504.826 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.826 - Committees of the board.

504.826 Committees of the board.   1. Unless prohibited or limited by the articles or bylaws of a corporation, the board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two or more directors, who serve at the pleasure of the board.   2. The creation of a committee and appointment of members to it must be approved by the greater of either of the following:   a. A majority of all the directors in office when the action is taken.   b. The number of directors required by the articles or bylaws to take action under section 504.825.   3. Sections 504.821 through 504.825, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well.   4. To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board’s authority under section 504.801.   5. A committee of the board shall not, however, do any of the following:   a. Authorize distributions.   b. Approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation’s assets.   c. Elect, appoint, or remove directors or fill vacancies on the board or on any of its committees.   d. Adopt, amend, or repeal the articles or bylaws.   6. The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 504.831.   7. A corporation may create or authorize the creation of one or more advisory committees whose members are not required to be directors. An advisory committee is not a committee of the board of directors and shall not exercise any powers of the board.  2004 Acts, ch 1049, §89, 192; 2012 Acts, ch 1049, §10  Referred to in §504.1601
IA Code § 504.834 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.834 - Loans to or guarantees for directors and officers.

504.834 Loans to or guarantees for directors and officers.   1. A corporation shall not lend money to or guarantee the obligation of a director or officer of the corporation.   2. This section does not apply to the situation where the director or officer is a full-time employee of the corporation and involves any of the following:   a. An advance to pay reimbursable expenses reasonably expected to be incurred by a director or officer.   b. An advance to pay premiums on a policy of life insurance if the advance is secured by the policy’s death benefit proceeds or cash surrender value, or both.   c. Advances pursuant to part 5 of this subchapter.   d. Loans or advances pursuant to employee benefit plans.   e. A loan secured by the principal residence of an officer.   f. A loan to pay relocation expenses of an officer.   3. The fact that a loan or guarantee is made in violation of this section does not affect the borrower’s liability on the loan.  2004 Acts, ch 1049, §93, 192; 2015 Acts, ch 45, §10; 2016 Acts, ch 1073, §141
IA Code § 504.835 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.835 - Liability for unlawful distributions.

504.835 Liability for unlawful distributions.   1. Unless a director complies with the applicable standards of conduct described in section 504.831, a director who votes for or assents to a distribution made in violation of this chapter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter.   2. A director held liable for an unlawful distribution under subsection 1 is entitled to contribution from both of the following:   a. Every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in section 504.831.   b. Each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter.  2004 Acts, ch 1049, §94, 192; 2005 Acts, ch 19, §98, 99  Referred to in §504.202, 504.832, 504.901
IA Code § 504.836 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.836 - Business opportunities.

504.836 Business opportunities.   1. A director’s taking advantage, directly or indirectly, of a business opportunity shall not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, in a proceeding by or in the right of a corporation on the ground that such opportunity should have first been offered to the corporation, if before becoming legally obligated respecting the business opportunity, the director brings the opportunity to the attention of the corporation and action is taken by the directors, a committee of the directors, or the members disclaiming the corporation’s interest in the opportunity in compliance with the procedures set forth in section 504.833, as if the decision being made concerned a conflict of interest transaction.   2. In any proceeding seeking equitable relief or other remedy, based upon an alleged improper taking advantage of a business opportunity by a director, the fact that the director did not employ the procedure described in subsection 1 before taking advantage of the opportunity shall not create an inference that the opportunity should have first been presented to the corporation, or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation under the circumstances.  2012 Acts, ch 1049, §12  Referred to in §504.832
IA Code § 504.841 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.841 - Required officers.

504.841 Required officers.   1. Unless otherwise provided in the articles or bylaws of a corporation, a corporation shall have a president, a secretary, a treasurer, and such other officers as are appointed by the board. An officer may appoint one or more officers if authorized by the bylaws or the board of directors.   2. The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors’ and members’ meetings and for authenticating records of the corporation.   3. The same individual may simultaneously hold more than one office in a corporation.  2004 Acts, ch 1049, §95, 192  Referred to in §504.141
IA Code § 504.842 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.842 - Duties and authority of officers.

504.842 Duties and authority of officers.   Each officer of a corporation has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.  2004 Acts, ch 1049, §96, 192
IA Code § 504.843 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT|Section 504.843 - Standards of conduct for officers.

504.843 Standards of conduct for officers.   1. An officer, when performing in such capacity, shall act in conformity with all of the following:   a. In good faith.   b. With the care that a person in a like position would reasonably exercise under similar circumstances.   c. In a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.   2. In discharging the officer’s duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on any of the following:   a. The performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated.   b. Information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented.   c. Legal counsel, public accountants, or other persons retained by the corporation as to matters involving the skills or expertise the officer reasonably believes are within the person’s professional or expert competence, or as to which the particular person merits confidence.   d. In the case of religious corporations, religious authorities and ministers, priests, rabbis, or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and whom the officer believes to be reliable and competent in the matters presented.   3. An officer shall not be liable as an officer to the corporation or its members for any decision to take or not to take action, or any failure to take any action, if the duties of the officer are performed in compliance with this section. Whether an officer who does not comply with this section shall have liability will depend in such instance on applicable law, including those principles of sections 504.832 and 504.901 that have relevance.  2004 Acts, ch 1049, §97, 192