reglab/statecodes huggingface dataset:
2023 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.
4A. The board may hold a meeting for members solely by means of remote communication in accordance with section 504.702A and in that case the notice shall describe how members may participate in the meeting.
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; 2021 Acts, ch 165, §247, 248
Referred to in §504.142, 504.701, 504.702, 504.1003, 504.1022, 504.1103, 504.1202, 504.1402
2023 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
2023 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
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.708 - Action by written ballot.

504.708 Action by written ballot.
1. Unless prohibited or limited by the articles or bylaws, any action which may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.
2. A written ballot shall do both of the following:
a. Set forth each proposed action.
b. Provide an opportunity to vote for or against each proposed action.
3. Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
4. All solicitations for votes by written ballot shall do all of the following:
a. Indicate the number of responses needed to meet the quorum requirements.
b. State the percentage of approvals necessary to approve each matter other than election of directors.
c. Specify the time by which a ballot must be received by the corporation in order to be counted.
5. Except as otherwise provided in the articles or bylaws, a written ballot shall not be revoked.
6. Unless prohibited by the articles or bylaws, a written ballot may be delivered and a vote may be cast on that ballot by electronic transmission. An electronic transmission of a written ballot shall contain or be accompanied by information indicating that a member, a member’s agent, or a member’s attorney authorized the electronic transmission of the ballot.
2004 Acts, ch 1049, §62, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.709 - Conduct of meetings.

504.709 Conduct of meetings.
1. At each meeting of members, an individual shall preside as chair. The chair shall be appointed as follows:
a. As provided in the articles of incorporation or bylaws.
b. In the absence of a provision in the articles of incorporation or bylaws, by the board of directors.
c. In the absence of both a provision in the articles of incorporation or bylaws and an appointment of the chair by the board, by the members at the meeting.
2. Except as provided in the articles of incorporation or bylaws, the chair shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.
3. Any rules adopted for, and the conduct of, the meeting shall be fair to the members.
4. The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls are closed, no ballots, proxies, or votes, or any otherwise permissible revocations or changes thereto may be accepted.
2012 Acts, ch 1049, §7
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.711 - Members’ list for meeting.

504.711 Members’ list for meeting.
1. After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address of each member and number of votes each member is entitled to cast at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis as and be part of the list of members.
2. Except as set forth in section 504.1602, subsection 6, the list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. Except as set forth in section 504.1602, subsection 6, a member, a member’s agent, or a member’s attorney is entitled on written demand to inspect and, subject to the limitations of section 504.1602, subsection 3, and section 504.1605, to copy the list, at a reasonable time and at the member’s expense, during the period it is available for inspection.
3. Except as set forth in section 504.1602, subsection 6, a corporation shall make the list of members available at the meeting, and any member, a member’s agent, or a member’s attorney is entitled to inspect the list at any time during the meeting or any adjournment.
4. Except as set forth in section 504.1602, subsection 6, if a corporation refuses to allow a member, a member’s agent, or a member’s attorney to inspect the list of members before or at the meeting or copy the list as permitted by subsection 2, 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, on application of the member, may summarily order the inspection or copying of the membership list at the corporation’s expense, may postpone the meeting for which the list was prepared until the inspection or copying is complete, and may order the corporation to pay the member’s costs, including reasonable attorney fees incurred to obtain the order.
5. Unless a written demand to inspect and copy a membership list has been made under subsection 2 prior to the membership meeting and a corporation improperly refuses to comply with the demand, refusal or failure to comply with this section does not affect the validity of action taken at the meeting.
6. The articles or bylaws of a religious corporation may limit or abolish the rights of a member under this section to inspect and copy any corporate record.
2004 Acts, ch 1049, §63, 192
Referred to in §504.1602
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.712 - Voting entitlement generally.

504.712 Voting entitlement generally.
1. Except as provided in the articles of incorporation or bylaws, each member shall be entitled to one vote on each matter submitted to a vote of members.
2. Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, the persons’ acts with respect to voting shall have the following effect:
a. If only one votes, such act binds all.
b. If more than one votes, the vote shall be divided on a pro rata basis.
2004 Acts, ch 1049, §64, 192; 2015 Acts, ch 45, §6
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.713 - Quorum requirements.

504.713 Quorum requirements.
1. Unless this chapter or the articles or bylaws of a corporation provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.
2. A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board.
3. A bylaw amendment to increase the quorum required for any member action must be approved by the members.
4. Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.
2004 Acts, ch 1049, §65, 192; 2005 Acts, ch 19, §89
Referred to in §504.701
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.714 - Voting requirements.

504.714 Voting requirements.
1. Unless this chapter or the articles or bylaws of a corporation require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting, which affirmative votes also constitute a majority of the required quorum, is the act of the members.
2. A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members.
2004 Acts, ch 1049, §66, 192; 2005 Acts, ch 19, §90
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.715 - Proxies.

504.715 Proxies.
1. Unless the articles or bylaws of a corporation prohibit or limit proxy voting, a member or the member’s agent or attorney in fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which it can be determined that the member, the member’s agent, or the member’s attorney in fact authorized the electronic transmission.
2. An appointment of a proxy is effective when a signed appointment form or an electronic transmission of an appointment form is received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months unless a different period is expressly provided for in the appointment. However, a proxy shall not be valid for more than three years from its date of execution.
3. An appointment of a proxy is revocable by the member.
4. The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.
5. Appointment of a proxy is revoked by the person appointing the proxy if either of the following occurs:
a. The person appointing the proxy attends any meeting and votes in person.
b. The person appointing the proxy signs and delivers or sends through electronic transmission to the secretary or other officer or agent authorized to tabulate proxy votes either a writing or electronic transmission stating that the appointment of the proxy is revoked or a subsequent appointment form.
6. Subject to section 504.718 and any express limitation on the proxy’s authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy’s vote or other action as that of the member making the appointment.
2004 Acts, ch 1049, §67, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.716 - Cumulative voting for directors.

504.716 Cumulative voting for directors.
1. If the articles or bylaws of a corporation provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and casting the product for a single candidate or distributing the product among two or more candidates.
2. A director elected by cumulative voting may be removed by the members without cause if the requirements of section 504.808 are met unless the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast or, if such action is taken by written ballot, all memberships entitled to vote were voted, and the entire number of directors authorized at the time of the director’s most recent election were then being elected.
3. Members shall not cumulatively vote if the directors and members are identical.
2004 Acts, ch 1049, §68, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.717 - Other methods of electing directors.

504.717 Other methods of electing directors.
A corporation may provide in its articles or bylaws for election of directors by members or delegates on the basis of chapter or other organizational unit, by region or other geographic unit, by preferential voting, or by any other reasonable method.
2004 Acts, ch 1049, §69, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.718 - Corporation’s acceptance of votes.

504.718 Corporation’s acceptance of votes.
1. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.
2. If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if any of the following is applicable:
a. The member is an entity and the name signed purports to be that of an officer or agent of the entity.
b. The name signed purports to be that of an attorney in fact of the member, and if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment.
c. Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders.
d. In the case of a mutual benefit corporation:
(1) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member, and if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.
(2) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.
3. The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the member.
4. The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.
5. Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
2004 Acts, ch 1049, §70, 192
Referred to in §504.715
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.719 - Inspectors of election.

504.719 Inspectors of election.
1. A corporation with members may appoint one or more inspectors to act at a meeting of members and to make a report in the form of a record of the inspectors’ determinations. Each inspector shall execute the duties of inspector impartially and according to the best of the inspector’s ability.
2. The inspectors shall do all of the following:
a. Ascertain the number of members and their voting power.
b. Determine the members present at the meeting.
c. Determine the validity of proxies and ballots.
d. Count all votes.
e. Determine the result of the voting.
3. An inspector may, but is not required to, be a director, member, officer, or employee of the corporation. A person who is a candidate for an office to be filled at the meeting shall not be an inspector at that meeting.
2012 Acts, ch 1049, §8; 2012 Acts, ch 1138, §71
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.721 - Voting agreements.

504.721 Voting agreements.
1. Two or more members of a corporation may provide for the manner in which they will vote by signing an agreement for that purpose. For public benefit corporations, such agreements must have a reasonable purpose not inconsistent with the corporation’s public or charitable purposes.
2. A voting agreement created under this section is specifically enforceable.
2004 Acts, ch 1049, §71, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.801 - Requirement for and duties of board.

504.801 Requirement for and duties of board.
1. Each corporation must have a board of directors.
2. Except as otherwise provided in this chapter or subsection 3, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, and subject to the oversight of, its board of directors.
3. The articles of incorporation may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized, any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.
2004 Acts, ch 1049, §72, 192; 2007 Acts, ch 126, §88; 2012 Acts, ch 1049, §9
Referred to in §504.141, 504.826
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.803 - Number of directors.

504.803 Number of directors.
1. The board of directors of a corporation must consist of one or more individuals, with the number specified in or fixed in accordance with the articles or bylaws.
2. The number of directors may be increased or decreased from time to time by amendment to or in the manner prescribed in the articles or bylaws.
2004 Acts, ch 1049, §74, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.804 - Election, designation, and appointment of directors.

504.804 Election, designation, and appointment of directors.
1. If the corporation has members, all the directors, except the initial directors, shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or designated.
2. If a corporation does not have members, all the directors, except the initial directors, shall be elected, appointed, or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors other than the initial directors shall be elected by the board.
2004 Acts, ch 1049, §75, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.805 - Terms of directors generally.

504.805 Terms of directors generally.
1. The articles or bylaws of a corporation may specify the terms of directors. If the term is not specified in the articles or bylaws, the term of a director is one year. Except for designated or appointed directors, and except as otherwise provided in the articles or bylaws, the terms of directors shall not exceed five years. Directors may be elected for successive terms.
2. A decrease in the number or term of directors does not shorten an incumbent director’s term.
3. Except as provided in the articles or bylaws, both of the following apply:
a. The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members.
b. The term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling.
4. Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected, designated, or appointed, and qualifies, or until there is a decrease in the number of directors.
2004 Acts, ch 1049, §76, 192; 2015 Acts, ch 45, §7
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.806 - Staggered terms for directors.

504.806 Staggered terms for directors.
The articles or bylaws of a corporation may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of the several groups need not be uniform.
2004 Acts, ch 1049, §77, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.807 - Resignation of directors.

504.807 Resignation of directors.
1. A director of a corporation may resign at any time by delivering written notice to the board of directors, its presiding officer, or the president or secretary.
2. A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
2004 Acts, ch 1049, §78, 192
Referred to in §504.811
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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