reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.118 - Evidentiary effect of copy of filed document.

504.118 Evidentiary effect of copy of filed document.
A certificate from the secretary of state delivered with a copy of a document filed by the secretary of state is conclusive evidence that the original document is on file with the secretary of state.
2004 Acts, ch 1049, §10, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.119 - Certificate of existence.

504.119 Certificate of existence.
1. Any person may apply to the secretary of state to furnish a certificate of existence for a domestic or foreign corporation.
2. The certificate of existence shall set forth all of the following:
a. The domestic corporation’s corporate name or the foreign corporation’s corporate name used in this state.
b. That the domestic corporation is duly incorporated under the laws of this state, the date of its incorporation, and the period of its duration if less than perpetual; or that the foreign corporation is authorized to transact business in this state.
c. That all fees have been paid.
d. That its most recent biennial report required by section 504.1613 has been delivered to the secretary of state.
e. That articles of dissolution have not been filed.
f. Other facts of record in the office of the secretary of state that may be requested by the applicant.
3. Subject to any qualification stated in the certificate, a certificate of existence issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign corporation is in good standing in this state.
2004 Acts, ch 1049, §11, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.120 - Penalty for signing false document.

504.120 Penalty for signing false document.
1. A person commits an offense by signing a document the person knows is false in any material respect with intent that the document be delivered to the secretary of state for filing.
2. An offense under this section is a serious misdemeanor punishable by a fine not to exceed one thousand dollars.
2004 Acts, ch 1049, §12, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.132 - Secretary of state — internet site.

504.132 Secretary of state — internet site.
The secretary of state shall place on the secretary of state’s internet site a link to a free internet site with completed internal revenue service forms 990 and 990EZ.
2008 Acts, ch 1184, §72
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.151 - Judicial relief.

504.151 Judicial relief.
1. If for any reason it is impractical or impossible for a corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws, or this chapter, then upon petition of a director, officer, delegate, member, or the attorney general, the district court may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates, or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances.
2. The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws, and this chapter, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors are.
3. An order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws, or this chapter.
4. Whenever practical, an order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, however, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, or sale of assets.
5. A meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this section, and which complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles, bylaws, and this chapter.
2004 Acts, ch 1049, §16, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.201 - Incorporators.

504.201 Incorporators.
One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.
2004 Acts, ch 1049, §17, 192
Referred to in §15E.64
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.203 - Incorporation.

504.203 Incorporation.
1. Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.
2. The secretary of state’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
2004 Acts, ch 1049, §19, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.204 - Liability for preincorporation transactions.

504.204 Liability for preincorporation transactions.
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
2004 Acts, ch 1049, §20, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.205 - Organization of corporation.

504.205 Organization of corporation.
1. After incorporation:
a. If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting.
b. If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to do one of the following:
(1) Elect directors and complete the organization of the corporation.
(2) Elect a board of directors who shall complete the organization of the corporation.
2. Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
3. An organizational meeting may be held in or out of this state in accordance with section 504.821.
2004 Acts, ch 1049, §21, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.206 - Bylaws.

504.206 Bylaws.
1. The incorporators or board of directors of a corporation shall adopt bylaws for the corporation.
2. The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
2004 Acts, ch 1049, §22, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.207 - Emergency bylaws and powers.

504.207 Emergency bylaws and powers.
1. Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency as described in subsection 4. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including all of the following:
a. How to call a meeting of the board.
b. Quorum requirements for the meeting.
c. Designation of additional or substitute directors.
2. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
3. Corporate action taken in good faith in accordance with the emergency bylaws does both of the following:
a. Binds the corporation.
b. Shall not be used to impose liability on a corporate director, officer, employee, or agent.
4. An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.
2004 Acts, ch 1049, §23, 192
See also §504.303
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.208 - Foreign-trade zone corporation.

504.208 Foreign-trade zone corporation.
A domestic corporation may be incorporated or organized under the laws of this state, and a foreign corporation may be authorized or registered to transact business in this state, for the purpose of establishing, operating, and maintaining a foreign-trade zone as defined in 19 U.S.C. §81(a). The domestic or foreign corporation must maintain its principal place of business in this state. The domestic or foreign corporation described in this section has all powers necessary or convenient for applying for a grant of authority to establish, operate, and maintain a foreign-trade zone under 19 U.S.C. §81(a) et seq., and regulations promulgated under that law, and for establishing, operating, and maintaining a foreign-trade zone pursuant to that grant of authority.
2021 Acts, ch 165, §265, 266
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.301 - Purposes.

504.301 Purposes.
1. Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation.
2. A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute.
2004 Acts, ch 1049, §24, 192
Referred to in §504.401
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.302 - General powers.

504.302 General powers.
Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including without limitation all of the following powers:
1. Sue and be sued, complain, and defend in its corporate name.
2. Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing, affixing, or in any other manner reproducing it.
3. Make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation.
4. Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with real or personal property, or any legal or equitable interest in property, wherever located.
5. Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property.
6. Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of, any entity.
7. Make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income.
8. Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by section 504.833.
9. Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity.
10. Conduct its activities, locate offices, and exercise the powers granted by this chapter in or out of this state.
11. Elect or appoint directors, officers, employees, and agents of the corporation, define their duties, and fix their compensation.
12. Pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for any or all of its current or former directors, officers, employees, and agents.
13. Make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interest.
14. Impose dues, assessments, and admission and transfer fees upon its members.
15. Establish conditions for admission of members, admit members, and issue memberships.
16. Carry on a business.
17. Serve as a trustee of a trust of which the corporation is a beneficiary.
18. Do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.
2004 Acts, ch 1049, §25, 192; 2015 Acts, ch 45, §3
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.303 - Emergency powers.

504.303 Emergency powers.
1. In anticipation of or during an emergency as described in subsection 4, the board of directors of a corporation may do both of the following:
a. Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent.
b. Relocate the principal office, designate alternative principal offices or regional offices, or authorize an officer to do so.
2. During an emergency described in subsection 4, unless emergency bylaws provide otherwise, all of the following shall apply:
a. Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and such notice may be given in any practicable manner, including by publication and radio.
b. One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
3. Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation does both of the following:
a. Binds the corporation.
b. Shall not be used to impose liability on a corporate director, officer, employee, or agent.
4. An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.
2004 Acts, ch 1049, §26, 192
See also §504.207
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.304 - Ultra vires.

504.304 Ultra vires.
1. Except as provided in subsection 2, the validity of corporate action shall not be challenged on the ground that the corporation lacks or lacked power to act.
2. A corporation’s power to act may be challenged in a proceeding against the corporation to enjoin an act when a third party has not acquired rights. The proceeding may be brought by the attorney general, a director, or by a member or members in a derivative proceeding.
3. A corporation’s power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver, a trustee or other legal representative, or in the case of a public benefit corporation, by the attorney general.
2004 Acts, ch 1049, §27, 192; 2004 Acts, ch 1175, §384
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.402 - Reserved name.

504.402 Reserved name.
1. A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available by delivering an application to the secretary of state for filing. Upon finding that the corporate name applied for is available, the secretary of state shall reserve the name for the applicant’s exclusive use for a nonrenewable one hundred twenty-day period.
2. The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a signed notice of the transfer that states the name and address of the transferee.
2004 Acts, ch 1049, §29, 192
Referred to in §488.108, 490.401, 504.401, 504.403, 504.1506, 524.310
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.403 - Registered name.

504.403 Registered name.
1. A foreign corporation may register its corporate name, or its corporate name with any change required by section 504.1506, if the name is distinguishable upon the records of the secretary of state from both of the following:
a. The corporate name of a nonprofit or business corporation incorporated or authorized to do business in this state.
b. A name reserved, registered, or protected as follows:
(1) For a limited liability partnership, section 486A.1001 or 486A.1002.
(2) For a limited partnership, section 488.108, 488.109, or 488.810.
(3) For a business corporation, section 490.401, 490.402, 490.403, or 490.1422.
(4) For a limited liability company under chapter 489, section 489.108, 489.109, or 489.706.
(5) For a nonprofit corporation, this section or section 504.401, 504.402, or 504.1423.
2. A foreign corporation shall register its corporate name, or its corporate name with any change required by section 504.1506, by delivering to the secretary of state an application that does both of the following:
a. Sets forth its corporate name, or its corporate name with any change required by section 504.1506, the state or country and date of its incorporation, and a brief description of the nature of the activities in which it is engaged.
b. Is accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation.
3. The name is registered for the applicant’s exclusive use upon the effective date of the application.
4. A foreign corporation whose registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application which complies with the requirements of subsection 2, between October 1 and December 31 of the preceding year. The renewal application renews the registration for the following calendar year.
5. A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under that name or consent in writing to the use of that name by a corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
2004 Acts, ch 1049, §30, 192; 2004 Acts, ch 1049, §191; 2005 Acts, ch 19, §85; 2006 Acts, ch 1089, §47; 2008 Acts, ch 1162, §146, 154, 155
Referred to in §488.108, 490.401, 504.401, 504.1506, 524.310
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.501 - Registered office and registered agent.

504.501 Registered office and registered agent.
A corporation shall continuously maintain both of the following in this state:
1. A registered office with the same address as that of the registered agent.
2. A registered agent, who may be any of the following:
a. An individual who resides in this state and whose business office is identical with the registered office.
b. A domestic business corporation, domestic limited liability company, or domestic nonprofit corporation whose business office is identical to the registered office.
c. A foreign business corporation, foreign limited liability company, or foreign nonprofit corporation authorized to transact business in this state whose business office is identical to the registered office.
2004 Acts, ch 1049, §31, 192; 2015 Acts, ch 45, §4
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.502 - Change of registered office or registered agent.

504.502 Change of registered office or registered agent.
1. A corporation may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth all of the following:
a. The name of the corporation.
b. If the current registered office is to be changed, the address of the new registered office.
c. If the current registered agent is to be changed, the name of the new registered agent and the new agent’s written consent, either on the statement or attached to it, to the change.
d. That after the change or changes are made, the addresses of its registered office and the office of its registered agent will be identical.
2. If the address of a registered agent’s business office is changed, the registered agent may change the address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the secretary of state for filing, a statement that complies with the requirements of subsection 1 and recites that the corporation has been notified of the change.
3. If a registered agent changes the registered agent’s business address to another place, the registered agent may change the address of the registered office of any corporation for which the registered agent is the registered agent by filing a statement as required in subsection 2 for each corporation, or by filing a single statement for all corporations named in the notice, except that it need be signed, either manually or in facsimile, only once by the registered agent and must recite that a copy of the statement has been mailed to each corporation named in the notice.
2004 Acts, ch 1049, §32, 192
Referred to in §504.1613
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.503 - Resignation of registered agent.

504.503 Resignation of registered agent.
1. a. A registered agent may resign as registered agent by signing and delivering to the secretary of state for filing a signed original statement of resignation. The statement may include a statement that the registered office is also discontinued.
b. The registered agent shall send a copy of the statement of resignation by certified mail to the corporation at its principal office and to the registered office, if not discontinued. The registered agent shall certify to the secretary of state that copies have been sent to the corporation, including the date the copies were sent.
2. A statement of resignation takes effect on the earlier of the following:
a. 12:01 a.m. on the thirty-first day after the day on which it is filed with the secretary of state.
b. The designation of a new registered agent for the corporation.
2004 Acts, ch 1049, §33, 192; 2012 Acts, ch 1023, §157; 2020 Acts, ch 1058, §10
Referred to in §504.111, 504.1613
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.504 - Service on corporation.

504.504 Service on corporation.
1. A corporation’s registered agent is the corporation’s agent for service of process, notice, or demand required or permitted by law to be served on the corporation.
2. If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office shown in the most recent biennial report filed pursuant to section 504.1613. Service is perfected under this subsection on the earliest of any of the following:
a. The date the corporation receives the mail.
b. The date shown on the return receipt, if signed on behalf of the corporation.
c. Five days after its deposit in the United States mail, if mailed and correctly addressed with first class postage affixed.
3. This section does not prescribe the only means, or necessarily the required means, of serving a corporation. A corporation may also be served in any other manner permitted by law.
2004 Acts, ch 1049, §34, 192
Referred to in §504.116, 504.1422, 504.1423, 504.1424
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.601 - Admission.

504.601 Admission.
1. The articles or bylaws may establish criteria or procedures for admission of members.
2. A person shall not be admitted as a member without the person’s consent or affirmative action evidencing consent.
2004 Acts, ch 1049, §35, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.611 - Differences in rights and obligations of members.

504.611 Differences in rights and obligations of members.
All members shall have the same rights and obligations with respect to voting, dissolution, redemption, and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws. A person that does not meet the qualifications for a member under section 504.141, subsection 24, and is identified as a member in the articles or bylaws of the corporation shall have only those rights set forth for such a member in the articles or bylaws of the corporation.
2004 Acts, ch 1049, §38, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.612 - Transfers.

504.612 Transfers.
1. Except as set forth in or authorized by the articles or bylaws, a member of a mutual benefit corporation shall not transfer a membership or any right arising therefrom.
2. A member of a public benefit or religious corporation shall not transfer a membership or any right arising therefrom.
3. Where transfer rights have been provided, a restriction on them shall not be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member.
2004 Acts, ch 1049, §39, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.613 - Member’s liability to third parties.

504.613 Member’s liability to third parties.
A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.
2004 Acts, ch 1049, §40, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.614 - Member’s liability for dues, assessments, and fees.

504.614 Member’s liability for dues, assessments, and fees.
A member may become liable to the corporation for dues, assessments, or fees. However, an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments, or fees does not, of itself, create liability.
2004 Acts, ch 1049, §41, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.615 - Creditor’s action against member.

504.615 Creditor’s action against member.
1. A proceeding shall not be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless.
2. All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor’s proceeding brought under subsection 1 to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding.
2004 Acts, ch 1049, §42, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.621 - Resignation.

504.621 Resignation.
1. A member may resign at any time.
2. The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation.
2004 Acts, ch 1049, §43, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.622 - Termination, expulsion, or suspension.

504.622 Termination, expulsion, or suspension.
1. A membership in a public benefit or mutual benefit corporation may be terminated or suspended for the reasons and in the manner provided in the articles of incorporation or bylaws.
2. To the extent the articles of incorporation or bylaws do not address the termination or suspension of a member, a member of a public benefit or mutual benefit corporation shall not be expelled or suspended, and a membership or memberships in such a corporation shall not be terminated or suspended except pursuant to a procedure which is fair and reasonable and is carried out in good faith.
3. A procedure is fair and reasonable when either of the following occurs:
a. The articles or bylaws set forth a procedure which provides both of the following:
(1) Not less than fifteen days’ prior written notice of the expulsion, suspension, or termination and the reasons therefor.
(2) An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place.
b. The procedure requires consideration of all relevant facts and circumstances surrounding the expulsion, suspension, or termination by a person or persons authorized to make a decision regarding the proposed expulsion, termination, or suspension.
4. Any written notice given by mail pursuant to this section must be given by first class or certified mail sent to the last address of the member shown on the corporation’s records.
5. A proceeding challenging an expulsion, suspension, or termination, including a proceeding alleging defective notice, must be commenced within one year after the effective date of the expulsion, suspension, or termination.
6. A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to expulsion or suspension.
2004 Acts, ch 1049, §44, 192; 2012 Acts, ch 1049, §3, 4
Referred to in §504.1032
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.623 - Purchase of memberships.

504.623 Purchase of memberships.
1. A public benefit or religious corporation shall not purchase any of its memberships or any right arising therefrom.
2. A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles or bylaws. A payment shall not be made in violation of subchapter XIII.
2004 Acts, ch 1049, §45, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.631 - Derivative proceedings — definition.

504.631 Derivative proceedings — definition.
In this part, unless the context otherwise requires, “derivative proceeding” means a civil suit in the right of a domestic corporation or, to the extent provided in section 504.638, in the right of a foreign corporation.
2004 Acts, ch 1049, §46, 192
Referred to in §504.810
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.632 - Standing.

504.632 Standing.
A derivative proceeding may be brought by any of the following persons:
1. A member or members of the corporation representing five percent or more of the voting power of the corporation or by fifty members, whichever is less.
2. A director of the corporation.
2004 Acts, ch 1049, §47, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.633 - Demand.

504.633 Demand.
A derivative proceeding shall not be commenced until both of the following have occurred:
1. A written demand has been made upon the corporation to take suitable action.
2. Ninety days have expired from the date the demand was made, unless the member or director has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety-day period.
2004 Acts, ch 1049, §48, 192
Referred to in §504.810
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.634 - Stay of proceedings.

504.634 Stay of proceedings.
If a corporation commences an inquiry into the allegations made in a demand or complaint, the court may stay any derivative proceeding for a period of time as the court deems appropriate.
2004 Acts, ch 1049, §49, 192
Referred to in §504.638, 504.810
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.636 - Discontinuance or settlement.

504.636 Discontinuance or settlement.
A derivative proceeding shall not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of a corporation’s member or class of members or director, the court shall direct that notice be given to the members or director affected.
2004 Acts, ch 1049, §51, 192
Referred to in §504.638, 504.810
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.637 - Payment of expenses.

504.637 Payment of expenses.
On termination of a derivative proceeding, the court may do either of the following:
1. Order the corporation to pay the plaintiff’s reasonable expenses, including attorney fees incurred in the proceeding, if it finds that the proceeding has resulted in a substantial benefit to the corporation.
2. Order the plaintiff to pay any defendant’s reasonable expenses, including attorney fees incurred in defending the proceeding, if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose.
2004 Acts, ch 1049, §52, 192
Referred to in §504.638, 504.810
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.638 - Applicability to foreign corporations.

504.638 Applicability to foreign corporations.
In any derivative proceeding in the right of a foreign corporation, the matters covered by this part shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except that sections 504.634, 504.636, and 504.637 shall apply.
2004 Acts, ch 1049, §53, 192
Referred to in §504.631, 504.810
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.641 - Delegates.

504.641 Delegates.
1. A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members.
2. The articles or bylaws may set forth provisions relating to all of the following:
a. The characteristics, qualifications, rights, limitations, and obligations of delegates including their selection and removal.
b. Calling, noticing, holding, and conducting meetings of delegates.
c. Carrying on corporate activities during and between meetings of delegates.
2004 Acts, ch 1049, §54, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.701 - Annual and regular meetings.

504.701 Annual and regular meetings.
1. Except in the case of a corporation with members that holds meetings only of delegates and not of the members, a corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. The articles of incorporation or bylaws of a corporation with members that holds meetings only of delegates and not of members may provide for meetings of delegates to be held less frequently than annually but at least once every six years.
2. A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.
3. Annual or regular membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If a place is not stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation’s principal office.
3A. The board may hold an annual or a regular membership meeting 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.
4. At the annual meeting all of the following shall occur:
a. The president and chief financial officer shall report on the activities and financial condition of the corporation.
b. The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of sections 504.705 and 504.713, subsection 4.
5. At regular meetings, the members shall consider and act upon such matters as may be raised consistent with the notice requirements of sections 504.705 and 504.713, subsection 4.
6. The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action.
2004 Acts, ch 1049, §55, 192; 2012 Acts, ch 1049, §5; 2015 Acts, ch 45, §5; 2021 Acts, ch 165, §242, 243, 248
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.702 - Special meeting.

504.702 Special meeting.
1. A corporation with members shall hold a special meeting of members when either of the following occurs:
a. At the call of its board or the person or persons authorized to do so by the corporation’s articles or bylaws.
b. Except as provided in the articles or bylaws of a corporation, if the holders of at least five percent of the voting power of any corporation sign, date, and deliver to any corporate officer one or more written demands for the meeting describing the purpose for which it is to be held. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.
2. The close of business on the thirtieth day before delivery of the demand for a special meeting to any corporate officer is the record date for the purpose of determining whether the five percent requirement of subsection 1, paragraph “b”, has been met.
3. If a notice for a special meeting demanded under subsection 1, paragraph “b”, is not given pursuant to section 504.705 within thirty days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection 4, a person signing the demand may set the time and place of the meeting and give notice pursuant to section 504.705.
4. Special meetings of members may be held in or out of this state at a place stated in or fixed in accordance with the bylaws. If a place is not stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation’s principal office.
4A. The board may hold a special 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. Only those matters that are within the purpose described in the meeting notice required by section 504.705 may be considered at a special meeting of members.
2004 Acts, ch 1049, §56, 192; 2006 Acts, ch 1089, §48; 2012 Acts, ch 1049, §6; 2021 Acts, ch 165, §244, 245, 248
Referred to in §504.703
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.702A - Remote participation in meetings of members.

504.702A Remote participation in meetings of members.
1. Members of any class, unit, or grouping may participate in any meeting of members by means of remote communication to the extent the board of directors authorizes such participation for such class, unit, or grouping. Participation as a member by means of remote communication shall be subject to such guidelines and procedures as the board adopts, and shall be in conformity with subsection 2.
2. Members participating in a meeting of members by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures to do all of the following:
a. Verify that each person participating remotely as a member is a member.
b. Provide such members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.
3. Unless the bylaws require the meeting of members to be held at a place, the board may determine that any meeting of members shall not be held at any place and shall instead be held solely by means of remote communication, but only if the corporation implements the measures specified in subsection 2.
2021 Acts, ch 165, §246, 248
Referred to in §504.701, 504.702, 504.705
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.703 - Court-ordered meeting.

504.703 Court-ordered meeting.
1. The district court of the county where a corporation’s principal office is located or, if none is located in this state, where its registered office is located, may summarily order a meeting to be held when any of the following occurs:
a. On application of any member or other person entitled to participate in an annual or regular meeting of the corporation, if an annual meeting was not held within the earlier of six months after the end of the corporation’s fiscal year or fifteen months after its last annual meeting.
b. On application of any member or other person entitled to participate in a regular meeting of the corporation, if a regular meeting was not held within forty days after the date it was required to be held.
c. On application of a member who signed a demand for a special meeting valid under section 504.702, or a person entitled to call a special meeting, if any of the following applies:
(1) The notice of the special meeting was not given within thirty days after the date the demand was delivered to a corporate officer.
(2) The special meeting was not held in accordance with the notice.
2. The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose of the meeting.
3. If the court orders a meeting, it may also order the corporation to pay the member’s costs, including reasonable attorney fees, incurred to obtain the order.
2004 Acts, ch 1049, §57, 192
Referred to in §504.704
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.704 - Action by written consent.

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