reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.722 - Proxies.

490.722 Proxies.
1. A shareholder may vote the shareholder’s shares in person or by proxy.
2. A shareholder, or the shareholder’s agent or attorney in fact, may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which the recipient can determine the date of the transmission and that the transmission was authorized by the sender or the sender’s agent or attorney in fact.
3. An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to count votes. An appointment is valid for the term provided in the appointment form, and, if no term is provided, is valid for eleven months unless the appointment is irrevocable under subsection 4.
4. An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include, but are not limited to, the appointment of any of the following:
a. A pledgee.
b. A person who purchased or agreed to purchase the shares.
c. A creditor of the corporation who extended the corporation credit under terms requiring the appointment.
d. An employee of the corporation whose employment contract requires the appointment.
e. A party to a voting agreement created under section 490.731.
5. The death or incapacity of the shareholder 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 the proxy’s authority under the appointment.
6. An appointment made irrevocable under subsection 4 is revoked when the interest with which it is coupled is extinguished.
7. Unless it otherwise provides, an appointment made irrevocable under subsection 4 continues in effect after a transfer of the shares and a transferee takes subject to the appointment, except that a transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when acquiring the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.
8. Subject to section 490.724 and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy’s vote or other action as that of the shareholder making the appointment.
89 Acts, ch 288, §62; 2002 Acts, ch 1154, §17, 125; 2013 Acts, ch 31, §16, 82; 2021 Acts, ch 165, §69, 230
Referred to in §490.724, 490.729
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.723 - Shares held by intermediaries and nominees.

490.723 Shares held by intermediaries and nominees.
1. A corporation’s board of directors may establish a procedure under which a person on whose behalf shares are registered in the name of an intermediary or nominee may elect to be treated by the corporation as the record shareholder by filing with the corporation a beneficial ownership certificate. The terms, conditions, and limitations of this treatment shall be specified in the procedure. To the extent such person is treated under such procedure as having rights or privileges that the record shareholder otherwise would have, the record shareholder shall not have those rights or privileges.
2. The procedure must specify all of the following:
a. The types of intermediaries or nominees to which it applies.
b. The rights or privileges that the corporation recognizes in a person with respect to whom a beneficial ownership certificate is filed.
c. The manner in which the procedure is selected which must include that the beneficial ownership certificate be signed or assented to by or on behalf of the record shareholder and the person on whose behalf the shares are held.
d. The information that must be provided when the procedure is selected.
e. The period for which selection of the procedure is effective.
f. Requirements for notice to the corporation with respect to the arrangement.
g. The form and contents of the beneficial ownership certificate.
3. The procedure may specify any other aspects of the rights and duties created by the filing of a beneficial ownership certificate.
89 Acts, ch 288, §63; 2021 Acts, ch 165, §70, 230
Referred to in §490.140
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.725 - Quorum and voting requirements for voting groups.

490.725 Quorum and voting requirements for voting groups.
1. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or bylaws provide otherwise, shares representing a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Whenever this chapter requires a particular quorum for a specified action, the articles of incorporation shall not provide for a lower quorum.
2. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be fixed for that adjourned meeting.
3. If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation require a greater number of affirmative votes.
4. An amendment of the articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection 1 or 3 is governed by section 490.727.
5. The election of directors is governed by section 490.728.
6. Whenever a provision of this chapter provides for voting of classes or series as separate voting groups, the rules provided in section 490.1004, subsection 3, for amendments of the articles of incorporation apply to that provision.
89 Acts, ch 288, §65; 2021 Acts, ch 165, §72, 230
Referred to in §490.726
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.726 - Action by single or multiple voting groups.

490.726 Action by single or multiple voting groups.
1. If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 490.725.
2. If the articles of incorporation or this chapter provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 490.725. Action may be taken by different voting groups on a matter at different times.
89 Acts, ch 288, §66; 2021 Acts, ch 165, §73, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.727 - Modifying quorum or voting requirements.

490.727 Modifying quorum or voting requirements.
An amendment to the articles of incorporation or bylaws that adds, changes, or deletes a quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
89 Acts, ch 288, §67; 2002 Acts, ch 1154, §19, 125; 2003 Acts, ch 44, §82; 2021 Acts, ch 165, §74, 230
Referred to in §490.725
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.728 - Voting for directors — cumulative voting.

490.728 Voting for directors — cumulative voting.
1. Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.
2. Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.
3. A statement included in the articles of incorporation that “[all] [a designated voting group of] shareholders are entitled to cumulate their votes for directors”, or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.
4. Shares otherwise entitled to vote cumulatively shall not be voted cumulatively at a particular meeting unless any of the following applies:
a. The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized.
b. A shareholder who has the right to cumulate the shareholder’s votes gives notice to the corporation not less than forty-eight hours before the time set for the meeting of the shareholder’s intent to cumulate votes during the meeting, and if one shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
89 Acts, ch 288, §68; 90 Acts, ch 1205, §25; 2002 Acts, ch 1154, §20, 125; 2013 Acts, ch 31, §18, 82; 2014 Acts, ch 1092, §104, 105; 2021 Acts, ch 165, §75, 230
Referred to in §490.704, 490.725, 490.1022
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.729 - Inspectors of election.

490.729 Inspectors of election.
1. A corporation that has a class of equity securities registered pursuant to section 12 of the federal Securities Exchange Act of 1934 shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders in connection with determining voting results. Each inspector shall verify in writing that the inspector will faithfully execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability. An inspector may be an officer or employee of the corporation. The inspectors may appoint or retain other persons to assist the inspectors in the performance of the duties of inspector under subsection 2, and may rely on information provided by such persons and other persons, including those appointed to tabulate votes, unless the inspectors believe reliance is unwarranted.
2. The inspectors shall do all of the following:
a. Ascertain the number of shares outstanding and the voting power of each.
b. Determine the shares represented at a meeting.
c. Determine the validity of proxy appointments and ballots.
d. Count all votes.
e. Make a written report of the results.
3. In performing their duties, the inspectors may examine any of the following:
a. The proxy appointment forms and any other information provided in accordance with section 490.722, subsection 2.
b. Any envelope or related writing submitted with those appointment forms.
c. Any ballots.
d. Any evidence or other information specified in section 490.724.
e. The relevant books and records of the corporation relating to its shareholders and their entitlement to vote, including any securities position list provided by a depository clearing agency.
4. a. The inspectors also may consider other information that they believe is relevant and reliable for the purpose of performing any of the duties assigned to them pursuant to subsection 2, including for all of the following purposes:
(1) Evaluating inconsistent, incomplete, or erroneous information.
(2) Reconciling information submitted on behalf of banks, brokers, their nominees, or similar persons that indicates more votes being cast than a proxy authorized by the record shareholder is entitled to cast.
b. If the inspectors consider other information allowed by this subsection, they shall in their report under subsection 2 specify the information considered by them, including the purpose or purposes for which the information was considered, the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained, and the basis for the inspectors’ belief that such information is relevant and reliable.
5. Determinations of law by the inspectors of election are subject to de novo review by a court in a proceeding under section 490.749 or other judicial proceeding.
2002 Acts, ch 1154, §21, 125; 2021 Acts, ch 165, §76, 230
Referred to in §490.724, 490.1022
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.730 - Voting trusts.

490.730 Voting trusts.
1. One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all voting trust beneficial owners, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation at its principal office.
2. A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee’s name.
3. Limits, if any, on the duration of a voting trust shall be as set forth in the voting trust. A voting trust that became effective between December 31, 1989, and June 30, 2014, both dates inclusive, is governed by the provisions of this section concerning duration then in effect, unless the voting trust is amended to provide otherwise by unanimous agreement of the parties to the voting trust.
89 Acts, ch 288, §69; 2014 Acts, ch 1024, §1; 2021 Acts, ch 165, §77, 230
Referred to in §490.140, 490.731
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.731 - Voting agreement.

490.731 Voting agreement.
1. Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 490.730.
2. A voting agreement created under this section is specifically enforceable.
89 Acts, ch 288, §70; 2021 Acts, ch 165, §78, 230
Referred to in §490.722
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.740 - Part definitions.

490.740 Part definitions.
As used in this part:
1. “Derivative proceeding” means a civil suit in the right of a domestic corporation or, to the extent provided in section 490.747, in the right of a foreign corporation.
2. “Shareholder” means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.
89 Acts, ch 288, §71; 2002 Acts, ch 1154, §23, 125; 2021 Acts, ch 165, §80, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.741 - Standing.

490.741 Standing.
A shareholder shall not commence or maintain a derivative proceeding unless the shareholder satisfies both of the following:
1. Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time.
2. Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
2002 Acts, ch 1154, §24, 125
Referred to in §490.809
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.742 - Demand.

490.742 Demand.
A shareholder shall not commence a derivative proceeding until both of the following have occurred:
1. A written demand has been made upon the corporation to take suitable action.
2. Ninety days have expired from the date delivery of the demand was made, unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety-day period.
2002 Acts, ch 1154, §25, 125; 2013 Acts, ch 31, §20, 82
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.743 - Stay of proceedings.

490.743 Stay of proceedings.
If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.
2002 Acts, ch 1154, §26, 125; 2021 Acts, ch 165, §81, 230
Referred to in §490.747
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.744 - Dismissal.

490.744 Dismissal.
1. A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in subsection 2 or 5 has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivative proceeding is not in the best interests of the corporation. A corporation moving to dismiss on this basis shall submit in support of the motion a short and concise statement of the reasons for its determination.
2. Unless a panel is appointed pursuant to subsection 5, the determination in subsection 1 shall be made by any of the following:
a. A majority vote of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum.
b. A majority vote of a committee consisting of two or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum.
3. a. If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing any of the following:
(1) That a majority of the board of directors did not consist of qualified directors at the time the determination was made.
(2) That the requirements of subsection 1 have not been met.
b. All discovery and other proceedings shall be stayed during the pendency of any motion to dismiss unless the court finds upon the motion of any party that particularized discovery is necessary to preserve evidence or prevent undue prejudice to that party.
4. If a majority of the board of directors consisted of qualified directors at the time the determination was made, the plaintiff shall have the burden of proving that the requirements of subsection 1 have not been met; if not, the corporation shall have the burden of proving that the requirements of subsection 1 have been met.
5. Upon motion by the corporation, the court may appoint a panel of one or more individuals to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff shall have the burden of proving that the requirements of subsection 1 have not been met.
2002 Acts, ch 1154, §27, 125; 2012 Acts, ch 1023, §157; 2013 Acts, ch 31, §21, 82; 2021 Acts, ch 165, §82, 230
Referred to in §490.143
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.745 - Discontinuance or settlement.

490.745 Discontinuance or settlement.
A derivative proceeding shall not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation’s shareholders or a class or series of shareholders, the court shall direct that notice be given to the shareholders affected.
2002 Acts, ch 1154, §28, 125; 2021 Acts, ch 165, §83, 230
Referred to in §490.747
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.746 - Payment of expenses.

490.746 Payment of expenses.
On termination of the derivative proceeding, the court may do any of the following:
1. Order the corporation to pay the plaintiff’s expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation.
2. Order the plaintiff to pay any defendant’s expenses incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose.
3. Order a party to pay an opposing party’s expenses incurred because of the filing of a pleading, motion, or other paper, if it finds that any of the following apply:
a. The pleading, motion, or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law.
b. The pleading, motion, or other paper was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.
2002 Acts, ch 1154, §29, 125; 2013 Acts, ch 31, §22, 82; 2021 Acts, ch 165, §84, 230
Referred to in §490.747
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.747 - Applicability to foreign corporations.

490.747 Applicability to foreign corporations.
In any derivative proceeding in the right of a foreign corporation, the matters covered by this part shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for sections 490.743, 490.745, and 490.746.
2002 Acts, ch 1154, §30, 125
Referred to in §490.740
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.748 - Shareholder action to appoint custodian or receiver.

490.748 Shareholder action to appoint custodian or receiver.
1. The district court of the county where a corporation’s principal office or, if none in this state, its registered office is located may appoint one or more persons to be custodians, or, if the corporation is insolvent, to be receivers, of and for a corporation in a proceeding by a shareholder where it is established that any of the following applies:
a. The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered.
b. The directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered.
2. a. The district court may issue injunctions, appoint a temporary custodian or temporary receiver with all the powers and duties the district court directs, take other action to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing is held.
b. The district court shall hold a full hearing, after notifying all parties to the proceeding and any interested persons designated by the district court, before appointing a custodian or receiver.
c. The district court has jurisdiction over the corporation and all of its property, wherever located.
3. The district court may appoint an individual or domestic or registered foreign corporation as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the district court directs.
4. The district court shall describe the powers and duties of the custodian or receiver in its appointing order, which may be amended from time to time. Among other powers, all of the following apply:
a. A custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation.
b. A receiver may do any of the following:
(1) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the district court.
(2) Sue and defend in the receiver’s own name as receiver in all courts of this state.
5. The district court during a custodianship may redesignate the custodian a receiver, and during a receivership may redesignate the receiver a custodian, if doing so is in the best interests of the corporation.
6. The district court from time to time during the custodianship or receivership may order compensation paid and expense disbursements or reimbursements made to the custodian or receiver from the assets of the corporation or proceeds from the sale of its assets.
7. As used in this section, “shareholder” means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.
2013 Acts, ch 31, §23, 82; 2021 Acts, ch 165, §85, 230; 2022 Acts, ch 1058, §11
Subsection 3 amended
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.801 - Requirement for and functions of board of directors.

490.801 Requirement for and functions of board of directors.
1. Except as may be provided in an agreement authorized under section 490.732, each corporation shall have a board of directors.
2. Except as may be provided in an agreement authorized under section 490.732, and subject to any limitation in the articles of incorporation permitted by section 490.202, subsection 2, all corporate powers shall be exercised by or under the authority of the board of directors, and the business and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of the board of directors.
89 Acts, ch 288, §72; 2002 Acts, ch 1154, §31, 125; 2013 Acts, ch 31, §24, 82; 2021 Acts, ch 165, §87, 230
Referred to in §490.825
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.802 - Qualifications of directors.

490.802 Qualifications of directors.
1. The articles of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. Qualifications must be reasonable as applied to the corporation and be lawful.
2. A requirement that is based on a past, prospective, or current action, or expression of opinion, by a nominee or director that could limit the ability of a nominee or director to discharge his or her duties as a director is not a permissible qualification under this section. Notwithstanding the foregoing, qualifications may include not being or having been subject to specified criminal, civil, or regulatory sanctions or not having been removed as a director by judicial action or for cause.
3. A director need not be a resident of this state or a shareholder unless the articles of incorporation or bylaws so prescribe.
4. A qualification for nomination for director prescribed before a person’s nomination shall apply to such person at the time of nomination. A qualification for nomination for director prescribed after a person’s nomination shall not apply to such person with respect to such nomination.
5. A qualification for director prescribed before a director has been elected or appointed may apply only at the time an individual becomes a director or may apply during a director’s term. A qualification prescribed after a director has been elected or appointed shall not apply to that director before the end of that director’s term.
89 Acts, ch 288, §73; 2021 Acts, ch 165, §88, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.803 - Number and election of directors.

490.803 Number and election of directors.
1. A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.
2. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or bylaws.
3. Directors are elected at the first annual shareholders’ meeting and at each annual shareholders’ meeting thereafter unless elected by written consent in lieu of an annual meeting as permitted by section 490.704 or unless their terms are staggered under section 490.806.
89 Acts, ch 288, §74; 91 Acts, ch 211, §5; 2002 Acts, ch 1154, §32, 125; 2011 Acts, ch 2, §3, 10; 2018 Acts, ch 1015, §1; 2019 Acts, ch 59, §174; 2021 Acts, ch 165, §89, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.804 - Election of directors by certain classes of series of shares.

490.804 Election of directors by certain classes of series of shares.
If the articles of incorporation or action by the board of directors pursuant to section 490.602 authorize dividing the shares into classes or series, the articles of incorporation may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes or series of shares. A class or series, or multiple classes or series, of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
89 Acts, ch 288, §75; 2021 Acts, ch 165, §90, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.805 - Terms of directors generally.

490.805 Terms of directors generally.
1. The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected.
2. a. The terms of all other directors expire at the next, or if their terms are staggered in accordance with section 490.806, at the applicable second or third, annual shareholders’ meeting following their election.
b. Paragraph “a” does not apply in any of the following circumstances:
(1) To the extent provided in section 490.1022 if a bylaw electing to be governed by that section is in effect.
(2) A shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election.
3. A decrease in the number of directors does not shorten an incumbent director’s term.
4. The term of a director elected to fill a vacancy expires at the next shareholders’ meeting at which directors are elected.
5. Except to the extent otherwise provided in the articles of incorporation or under section 490.1022, if a bylaw electing to be governed by that section is in effect, despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected and qualifies or there is a decrease in the number of directors.
89 Acts, ch 288, §76; 2011 Acts, ch 2, §4, 10; 2018 Acts, ch 1015, §2; 2021 Acts, ch 165, §91, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.806 - Staggered terms for directors.

490.806 Staggered terms for directors.
The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual shareholders’ meeting after their election, the terms of the second group expire at the second annual shareholders’ meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders’ meeting after their election. At each annual shareholders’ meeting held thereafter, directors shall be elected for a term of two years or three years, as the case may be, to succeed those whose terms expire.
89 Acts, ch 288, §77; 2011 Acts, ch 2, §5, 10; 2018 Acts, ch 1015, §3; 2021 Acts, ch 165, §92, 230
Referred to in §490.803, 490.805
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.807 - Resignation of directors.

490.807 Resignation of directors.
1. A director may resign at any time by delivering a written notice of resignation to the board of directors or its chair, or to the secretary.
2. A resignation is effective as provided in section 490.141, subsection 9, unless the resignation provides for a delayed effectiveness, including effectiveness determined upon a future event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.
89 Acts, ch 288, §78; 2013 Acts, ch 31, §25, 82; 2021 Acts, ch 165, §93, 230
Referred to in §490.810
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.808 - Removal of directors by shareholders.

490.808 Removal of directors by shareholders.
1. The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.
2. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.
3. A director may be removed if the number of votes cast to remove exceeds the number of votes cast not to remove the director, except to the extent the articles of incorporation or bylaws require a greater number. However, if cumulative voting is authorized, a director shall not be removed if, in the case of a meeting, the number of votes sufficient to elect the director under cumulative voting is voted against removal and, if action is taken by less than unanimous written consent, voting shareholders entitled to the number of votes sufficient to elect the director under cumulative voting do not consent to the removal.
4. A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice must state that removal of the director is a purpose of the meeting.
89 Acts, ch 288, §79; 91 Acts, ch 211, §6; 2021 Acts, ch 165, §94, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.809 - Removal of directors by judicial proceeding.

490.809 Removal of directors by judicial proceeding.
1. The district court of the county where a corporation’s principal office or, if none in this state, its registered office is located may remove a director from office or may order other relief, including barring the director from reelection for a period prescribed by the court, in a proceeding commenced by or in the right of the corporation if the court finds that all of the following apply:
a. The director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation.
b. Considering the director’s course of conduct and the inadequacy of other available remedies, removal or such other relief would be in the best interest of the corporation.
2. A shareholder proceeding on behalf of the corporation under subsection 1 shall comply with all of the requirements of subchapter VII, part 4, except section 490.741, subsection 1.
89 Acts, ch 288, §80; 2002 Acts, ch 1154, §33, 125; 2019 Acts, ch 24, §104; 2021 Acts, ch 165, §95, 230
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.810 - Vacancy on board of directors.

490.810 Vacancy on board of directors.
1. Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled in any of the following manners:
a. The shareholders may fill the vacancy.
b. The board of directors may fill the vacancy.
c. If the directors remaining in office are less than a quorum, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
2. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders, and only the remaining directors elected by that voting group, even if less than a quorum, are entitled to fill the vacancy if it is filled by the directors.
3. A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under section 490.807, subsection 2, or otherwise, may be filled before the vacancy occurs but the new director shall not take office until the vacancy occurs.
89 Acts, ch 288, §81; 2011 Acts, ch 2, §7, 10; 2013 Acts, ch 31, §26, 82; 2018 Acts, ch 1015, §6; 2021 Acts, ch 165, §96, 230
Referred to in §490.1022
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.820 - Meetings.

490.820 Meetings.
1. The board of directors may hold regular or special meetings in or out of this state.
2. Unless restricted by the articles of incorporation or bylaws, any director may participate in any meeting of the board of directors 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.
89 Acts, ch 288, §83; 2021 Acts, ch 165, §97, 230
Referred to in §490.825
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.821 - Action without meeting.

490.821 Action without meeting.
1. Except to the extent that the articles of incorporation or bylaws 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 a revocation signed by the director and delivered to the corporation before delivery to the corporation of unrevoked written consents signed by all 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.
89 Acts, ch 288, §84; 2002 Acts, ch 1154, §34, 125; 2021 Acts, ch 165, §98, 230
Referred to in §490.825
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.822 - Notice of meeting.

490.822 Notice of meeting.
1. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.
2. Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two days’ notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
89 Acts, ch 288, §85; 2021 Acts, ch 165, §99, 230
Referred to in §490.825
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.823 - Waiver of notice.

490.823 Waiver of notice.
1. A director may waive any notice required by this chapter, the articles of incorporation, or the bylaws before or after the date and time stated in the notice. Except as provided by subsection 2, the waiver must be in writing, signed by the director entitled to the notice, and delivered to the corporation for filing by the corporation with the minutes or corporate records.
2. A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless all of the following apply:
a. The director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting business at the meeting.
b. The director does not, after objecting, vote for or assent to action taken at the meeting.
89 Acts, ch 288, §86; 2021 Acts, ch 165, §100, 230
Referred to in §490.825
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.824 - Quorum and voting.

490.824 Quorum and voting.
1. Unless the articles of incorporation or bylaws provide for a greater or lesser number, or unless otherwise expressly provided in this chapter, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.
2. The quorum of the board of directors specified in or fixed in accordance with the articles of incorporation or bylaws shall not consist of less than one-third of the specified or fixed number of directors.
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 of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this chapter.
4. a. A director who is present at a meeting of the board of directors or a committee when corporate action is taken is deemed to have assented to the action taken unless one or more of the following occurs:
(1) The director objects at the beginning of the meeting, or promptly upon arrival, to holding it or transacting business at the meeting.
(2) The dissent or abstention from the action taken is entered in the minutes of the meeting.
(3) The director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.
b. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
89 Acts, ch 288, §87; 2002 Acts, ch 1154, §35, 125; 2012 Acts, ch 1023, §157; 2021 Acts, ch 165, §101, 230
Referred to in §490.825, 490.853
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.825 - Committees of the board.

490.825 Committees of the board.
1. Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may establish one or more board committees composed exclusively of one or more directors to perform functions of the board of directors.
2. a. The establishment of a board committee and appointment of members to it shall be approved by the greater of the following:
(1) A majority of all the directors in office when the action is taken.
(2) The number of directors required by the articles of incorporation or bylaws to take action under section 490.824.
b. Paragraph “a” applies unless, in either case, this chapter or the articles of incorporation provide otherwise.
3. Sections 490.820 through 490.824 apply to board committees and their members.
4. A board committee may exercise the powers of the board of directors under section 490.801, to the extent specified by the board of directors or in the articles of incorporation or bylaws, except that a board committee shall not do any of the following:
a. Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors.
b. Approve or propose to shareholders action that this chapter requires be approved by shareholders.
c. Fill vacancies on the board of directors or, subject to subsection 5, on any board committees.
d. Adopt, amend, or repeal bylaws.
5. The board of directors may appoint one or more directors as alternate members of any board committee to replace any absent or disqualified member during the member’s absence or disqualification. If the articles of incorporation, the bylaws, or the resolution creating the board committee so provide, the member or members present at any board committee meeting and not disqualified from voting may, by unanimous action, appoint another director to act in place of an absent or disqualified member during that member’s absence or disqualification.
89 Acts, ch 288, §88; 2002 Acts, ch 1154, §36, 125; 2003 Acts, ch 108, §90; 2021 Acts, ch 165, §102, 230
Referred to in §490.1601, 490.1602
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.826 - Submission of matters for shareholder vote.

490.826 Submission of matters for shareholder vote.
A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter.
2013 Acts, ch 31, §27, 82
Referred to in §490.921, 490.932, 490.1003, 490.1104, 490.1202, 490.1402
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 490 - BUSINESS CORPORATIONS › Section 490.830 - Standards of conduct for directors.

490.830 Standards of conduct for directors.
1. Each member of the board of directors, when discharging the duties of a director, shall act in conformity with all of the following:
a. In good faith.
b. In a manner the director reasonably believes to be in the best interests of the corporation.
2. The members of the board of directors or a board committee, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.
3. In discharging board or board committee duties, a director shall disclose, or cause to be disclosed, to the other board or committee members information which the director knows is not already known by them but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule.
4. In discharging board or board committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in subsection 6, paragraph “a” or “c”, to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board’s functions that are delegable under applicable law.
5. In discharging board or board committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection 6.
6. A director is entitled to rely, in accordance with subsection 4 or 5, on any of the following:
a. One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided.
b. Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are any of the following:
(1) Matters within the particular person’s professional or expert competence.
(2) Matters as to which the particular person merits confidence.
c. A board committee of which the director is not a member if the director reasonably believes the committee merits confidence.
89 Acts, ch 288, §89; 2002 Acts, ch 1154, §37, 125; 2013 Acts, ch 31, §28, 82; 2021 Acts, ch 165, §103, 230
Referred to in §490.832, 491.16A