reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.310 - Name of state bank.

524.310 Name of state bank.
1. The name of a state bank originally incorporated or organized after the effective date of this chapter shall include the word “bank” and may include the word “state” or “trust” in its name. A state bank using the word “trust” in its name must be authorized under this chapter to act in a fiduciary capacity. A national bank or federal savings association shall not use the word “state” in its legally chartered name.
2. The provisions of this section shall not require any state bank existing and operating on January 1, 1970, to add to, modify, or otherwise change its corporate or organizational name, either on January 1, 1970, or at any time thereafter.
3. If a state bank existing and operating on January 1, 1970, causes its corporate or organizational name to be changed, the name as changed shall comply with subsection 1 of this section.
4. a. A person may reserve the exclusive use of a corporate or organizational name for a state bank by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate or organizational 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.
b. The owner of a reserved corporate or organizational 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.
5. A state bank using a fictitious name to transact business in this state may file its fictitious name with the secretary of state by delivering to the superintendent for filing with the secretary of state a copy of the resolution of its board of directors certified by its secretary, adopting the fictitious name. A state bank using a fictitious name shall comply with the requirements of section 524.1206 and with any other regulatory requirements governing use of its name. The fictitious name must be distinguishable upon the record of the secretary of state from all of the following:
a. The corporate name of a business or nonprofit corporation incorporated or authorized to transact business in this state.
b. A corporate or company name reserved, registered, or protected as provided in section 489.109, 490.402, 490.403, 504.402, or 504.403.
c. The fictitious name of another foreign business or nonprofit corporation authorized to transact business in this state.
[C97, §1861, 1889; S13, §1889, 1889-i; C24, 27, 31, 35, 39, §9202, 9261, 9295, 9296; C46, 50, 54, 58, 62, 66, §527.1, 528.54, 532.12, 532.13; C71, 73, 75, 77, 79, 81, §524.310]
84 Acts, ch 1202, §1; 91 Acts, ch 11, §1; 91 Acts, ch 258, §61; 95 Acts, ch 148, §30; 2004 Acts, ch 1141, §18, 58; 2005 Acts, ch 19, §108; 2010 Acts, ch 1028, §8; 2011 Acts, ch 34, §120; 2011 Acts, ch 131, §73, 158; 2022 Acts, ch 1062, §35
Referred to in §524.1416
Subsection 2 amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.311 - Commission for organizing state banks.

524.311 Commission for organizing state banks.
No person shall, directly or indirectly, receive or contract to receive any commission or bonus of any kind for organizing any state bank or for securing a subscription to the original capital of any state bank or to any increase thereof; provided that this section shall not be construed as prohibiting the payment of reasonable compensation for legal or accounting services in connection with organization.
[C24, 27, 31, 35, 39, §9275; C46, 50, 54, 58, 62, 66, §528.74; C71, 73, 75, 77, 79, 81, §524.311]
Referred to in §524.1610
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.312 - Location of state bank — exceptions.

524.312 Location of state bank — exceptions.
1. A state bank originally incorporated or organized pursuant to this chapter shall have its principal place of business within the state of Iowa.
2. A state bank may, with the prior written approval of the superintendent, change the location of its principal place of business to a new location within the state.
3. If a change in the location of the principal place of business of a state bank is proposed, application for approval of the superintendent shall be made as required by the superintendent pursuant to this section. A change in location of the principal place of business of a state bank, including a change from one municipal corporation to another municipal corporation within an urban complex, requires an amendment to the articles of incorporation pursuant to sections 524.1502, 524.1504, and 524.1506.
4. Within thirty days after acceptance of an application for approval of a change of location of the principal place of business of a state bank pursuant to subsection 3, the superintendent shall commence an investigation into the circumstances of the application as deemed necessary by the superintendent, giving due consideration to factors substantially similar to those set forth in section 524.305, subsection 1, paragraphs “c” through “f”. Within ninety days after the application has been accepted for processing, the superintendent shall approve or disapprove the application on the basis of the investigation. The superintendent shall give written notice of the decision to the state bank, and in the event of disapproval a statement of the reasons for the disapproval. If the superintendent approves the change in location the superintendent shall deliver the articles of amendment to the secretary of state. As a condition of receiving the decision of the superintendent with respect to the application, the state bank shall reimburse the superintendent for all expenses incurred by the superintendent in connection with the application.
5. A state bank approved under the provisions of section 524.305, subsection 8, shall not commence its business at any location other than the principal place of business or an office of the state bank the condition of which was the basis for the superintendent authorizing incorporation or organization of the new state bank.
[C71, 73, 75, 77, 79, 81, §524.312]
85 Acts, ch 13, §1; 95 Acts, ch 148, §31, 32; 2004 Acts, ch 1141, §59; 2006 Acts, ch 1015, §5; 2008 Acts, ch 1160, §7; 2022 Acts, ch 1062, §36
Section amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.313 - Bylaws.

524.313 Bylaws.
A state bank may adopt bylaws. The power to adopt, amend, or repeal bylaws or adopt new bylaws is vested in the board of directors unless reserved to the shareholders by the articles of incorporation. The bylaws of a state bank may contain any provisions for the regulation and management of the affairs of the state bank not inconsistent with law or the articles of incorporation.
[C97, §1844; C24, 27, 31, 35, 39, §9162; C46, 50, 54, 58, 62, 66, §526.7; C71, 73, 75, 77, 79, 81, §524.313]
95 Acts, ch 148, §33; 2004 Acts, ch 1141, §60; 2022 Acts, ch 1062, §37
Section amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.316 - State banks as mutual corporations.

524.316 State banks as mutual corporations.
The superintendent may adopt rules to ensure that a state bank incorporated as a mutual corporation is operating in a safe and sound manner and is subject to the superintendent’s authority in the same manner as a state bank incorporated as a stock corporation.
2012 Acts, ch 1017, §6, 18
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.401 - Minimum capital.

524.401 Minimum capital.
1. The minimum capital structure of a state bank existing and operating on July 1, 1995, shall not be less than the amount required by law prior to that date.
2. The minimum capital structure of a state bank incorporated after July 1, 1995, or organized after July 1, 2004, pursuant to the provisions of this chapter shall not be less than the amount required by the federal deposit insurance corporation, or its successor, or a greater amount which the superintendent may deem necessary in view of the deposit potential of the state bank and current banking standards relating to total capital requirements.
3. A state bank incorporated on or after July 1, 1995, or organized after July 1, 2004, pursuant to this chapter, prior to receiving authorization to do business from the superintendent, shall establish paid-in surplus and undivided profits as required by the superintendent.
4. A state bank originally incorporated or organized pursuant to this chapter shall establish, prior to receiving authorization to do business from the superintendent, paid-in surplus and undivided profits as required by the superintendent.
[C97, §1843, 1864; S13, §1843, 1864; C24, 27, §9160, 9206; C31, §9217-c1; C35, §9217-c1, 9283-f14; C39, §9217.1, 9283.42; C46, 50, 54, 58, 62, 66, §528.1, 528.127; C71, 73, 75, 77, 79, 81, §524.401]
95 Acts, ch 148, §35; 96 Acts, ch 1056, §7; 2004 Acts, ch 1141, §62
Referred to in §524.103
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.404 - Capital notes and debentures.

524.404 Capital notes and debentures.
1. A state bank, with the prior approval of the superintendent and the affirmative vote of the holders of a majority of the shares entitled to vote, may issue capital notes or debentures. The amounts, maturities, rate of interest, relative rights with other creditors, and other terms and conditions shall be set forth on the face of the capital notes or debentures or in an attendant agreement, and all terms and conditions are subject to the prior approval of the superintendent provided that all such capital notes and debentures shall be subordinated to the rights of other persons to the extent provided for in section 524.1312. The aggregate amount of all capital notes and debentures issued and outstanding pursuant to this section shall not exceed, at any one time, twenty-five percent of the aggregate capital of the state bank.
2. A state bank shall not make any payment of principal on any capital notes or debentures without the prior approval of the superintendent nor shall any payment of principal and interest be made on any such capital or debentures by a state bank when its capital is impaired or which would cause its capital to become impaired. Subject to the provisions of this section a state bank may issue capital notes or debentures with provision for installment or serial payment of capital notes or debentures according to an established schedule which shall be approved by the superintendent prior to issuance.
3. A state bank shall not issue capital notes or debentures within five years after it is originally authorized to do business.
[C71, 73, 75, 77, 79, 81, §524.404]
95 Acts, ch 148, §36
Referred to in §524.103, 524.814, 524.818
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.405 - Increase or decrease of capital structure.

524.405 Increase or decrease of capital structure.
1. A state bank incorporated as a stock corporation may increase its capital structure or effect an allocation of amounts within its capital structure by the use of any of the following methods:
a. Sale of authorized but unissued shares.
b. Transfer of surplus or undivided profits to capital for authorized but unissued shares.
c. Transfer of undivided profits to surplus.
d. Authorization and issuance of common shares, preferred shares, or capital notes or debentures.
2. The superintendent, whenever it appears necessary to do so in the interest of the safety of the deposits of a state bank incorporated as a stock corporation, may require that the capital structure of the state bank be increased by either of the methods provided for in subsection 1, paragraphs “a” and “d”.
3. Capital or surplus shall not be decreased except with the approval of the superintendent.
4. A state bank incorporated as a mutual corporation may raise capital by accepting payments on savings and demand accounts and by any other means authorized by the superintendent. Whenever it appears necessary to do so in the interest of the safety of the deposits of a state bank incorporated as a mutual corporation, the superintendent may require that the capital structure of the state bank be increased by any means authorized by the superintendent.
[C97, §1856; C24, 27, 31, 35, 39, §9194, 9262, 9264, 9265; C46, 50, 54, 58, 62, 66, §526.38, 528.56, 528.59, 528.60; C71, 73, 75, 77, 79, 81, §524.405]
95 Acts, ch 148, §37; 2004 Acts, ch 1141, §19; 2012 Acts, ch 1017, §7, 18
Referred to in §524.103, 524.521, 524.543
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.522 - Terms of class or series determined by board of directors.

524.522 Terms of class or series determined by board of directors.
1. If the articles of incorporation provide for such, the board of directors may determine, in whole or in part, the preferences, rights, and limitations within the limits set forth in section 524.521, of either of the following:
a. A class of shares before the issuance of any shares of that class.
b. One or more series within a class before the issuance of any shares of that series.
2. Each series of a class must be given a distinguishing designation.
3. All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.
4. Before issuing any shares of a class or series created under this section, the state bank shall deliver to the superintendent for filing with the secretary of state articles of amendment on forms prescribed by the superintendent, which are effective without shareholder action, that set forth all of the following:
a. The name of the state bank and the effective date of its articles of incorporation.
b. The text of the amendment determining the terms of the class or series of shares.
c. The date it was adopted.
d. A statement that the amendment was duly adopted by the board of directors.
95 Acts, ch 148, §39; 2022 Acts, ch 1062, §39
Referred to in §524.521
Subsection 1, unnumbered paragraph 1 amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.523 - Certificates representing shares.

524.523 Certificates representing shares.
1. The shares of a state bank incorporated as a stock corporation shall be represented by certificates signed by such officers, employees, or agents as are authorized by the articles of incorporation or bylaws to sign. If no contrary provisions are made in the articles of incorporation or bylaws, the certificates shall be signed by the president or a vice president and the cashier or an assistant cashier of the state bank.
2. At a minimum, each share certificate must state on its face all of the following:
a. The name of the issuing state bank and that it is organized under the laws of this state.
b. The name of the person to whom issued.
c. The number and class of shares and the designation of the series, if any, which the certificate represents.
d. The par value of each share represented by the certificate.
3. a. If the state bank is authorized to issue different classes of shares or series of shares within a class, the front or back of each certificate must summarize all of the following:
(1) The preferences, rights, and limitations applicable to each class and series.
(2) Any variations in preferences, rights, and limitations among the holders of the same class or series.
(3) The authority of the board of directors to determine the terms of future classes or series.
b. Alternatively, each certificate may state conspicuously on its front or back that the state bank will furnish to the shareholder the information in paragraph “a” on request in writing and without charge.
4. Each share certificate must be signed by two officers as set forth in subsection 1, and may bear the corporate seal or its facsimile.
5. If the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
6. A certificate shall not be issued for any share until such share is fully paid.
[C71, 73, 75, 77, 79, 81, §524.502]
95 Acts, ch 148, §40
CS95, §524.523
2012 Acts, ch 1017, §9, 18; 2022 Acts, ch 1062, §40 – 42
Referred to in §524.526
Subsection 2, unnumbered paragraph 1 amended
Subsection 3 stricken and rewritten
Subsection 4 amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.524 - Consideration for shares.

524.524 Consideration for shares.
Except in the case of a distribution of shares authorized by section 524.543 or shares issued upon exchanges or conversion, common or preferred shares of a state bank may be issued only for cash in an amount not less than that approved by the superintendent.
[C97, §1853; C24, 27, 31, 35, 39, §9192; C46, 50, 54, 58, 62, 66, §526.36; C71, 73, 75, 77, 79, 81, §524.503]
95 Acts, ch 148, §41
CS95, §524.524
2022 Acts, ch 1062, §43
Section amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.525 - Subscription for shares before incorporation or organization.

524.525 Subscription for shares before incorporation or organization.
1. A subscription for shares entered into before incorporation or organization of the state bank is irrevocable for six months unless the subscription agreement provides a longer or shorter period, or all subscribers agree to revocation.
2. The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation or organization of the state bank unless the subscription agreement specifies the terms. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
3. Shares issued pursuant to subscriptions entered into before incorporation or organization of the state bank are fully paid and nonassessable when the state bank receives the consideration specified in the subscription agreement.
4. If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation or organization of the state bank, the state bank may do either of the following:
a. Collect the amount owed as any other debt.
b. Unless the subscription agreement provides otherwise, the state bank may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty days after the state bank delivers a written demand for payment to the subscriber.
[C71, 73, 75, 77, 79, 81, §524.504]
95 Acts, ch 148, §42
CS95, §524.525
2004 Acts, ch 1141, §63; 2022 Acts, ch 1062, §44
Referred to in §524.527
Subsection 4, paragraph b amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.526 - Fractional shares.

524.526 Fractional shares.
1. A state bank incorporated as a stock corporation may issue fractions of a share or in lieu of doing so may do any of the following:
a. Pay in cash the value of fractions of a share.
b. Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
c. Arrange for disposition of fractional shares by the shareholders of the state bank.
2. Each certificate representing scrip must be conspicuously labeled “scrip” and must contain the information required by section 524.523, subsection 2.
3. The holder of a fractional share or scrip is entitled to exercise the rights of a shareholder, including the rights to vote, to receive dividends, and to participate in the assets of the state bank upon liquidation, but only if the fractional share or scrip provides for such rights.
4. The board of directors may authorize the issuance of scrip subject to any condition, including either of the following:
a. That the scrip will become void if not exchanged for full shares before a specified date.
b. That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scrip holders.
95 Acts, ch 148, §43; 2012 Acts, ch 1017, §10, 18; 2022 Acts, ch 1062, §45
Section amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.527 - Liability of shareholders or members.

524.527 Liability of shareholders or members.
1. A purchaser of the shares of a state bank incorporated as a stock corporation is not liable to the state bank, its creditors, or depositors with respect to the shares except to pay the consideration for which the shares were authorized to be issued under section 524.521, or the consideration specified in the subscription agreement authorized under section 524.525.
2. A shareholder of a state bank is not personally liable for any liabilities of the state bank, including liabilities arising from the acts or debts of the state bank, its creditors, or depositors, subject to the following exceptions:
a. To the extent provided in a provision of the articles of incorporation permitted by section 524.302, subsection 2, paragraph “c”.
b. By reason of the shareholder’s own acts or conduct.
3. A member of a state bank incorporated as a mutual corporation is not personally liable for the acts or debts of the state bank, its creditors, or depositors.
[C71, 73, 75, 77, 79, 81, §524.505]
95 Acts, ch 148, §44
CS95, §524.527
2012 Acts, ch 1017, §11, 18; 2022 Acts, ch 1062, §46
Subsections 1 and 2 amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.528 - Shareholders’ preemptive rights.

524.528 Shareholders’ preemptive rights.
1. The shareholders of a state bank do not have a preemptive right to acquire the state bank’s unissued shares except to the extent the articles of incorporation so provide.
2. A statement included in the articles of incorporation that “the state bank elects to have preemptive rights”, or words of similar effect, means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:
a. The shareholders of a state bank have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire a proportional amount of the state bank’s unissued shares upon the decision of the board of directors to issue such shares.
b. A shareholder may waive the shareholder’s preemptive right. A waiver evidenced in writing is irrevocable even though it is not supported by consideration.
c. There is no preemptive right with respect to any of the following:
(1) Shares issued as compensation to directors, managers, officers, employees, or agents of the state bank, its subsidiaries, or its affiliates.
(2) Shares issued to satisfy conversion or option rights created to provide compensation to directors, managers, officers, employees, or agents of the state bank, its subsidiaries, or its affiliates.
(3) Shares authorized in the articles of incorporation that are issued within six months from the effective date of incorporation or organization.
d. Holders of shares of any class or series without voting power but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class or series.
e. Holders of shares of any class or series with voting power but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class or series with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.
f. Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders’ preemptive rights.
3. For purposes of this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.
[C71, 73, 75, 77, 79, 81, §524.506]
95 Acts, ch 148, §45
CS95, §524.528
2004 Acts, ch 1141, §64; 2017 Acts, ch 29, §167; 2022 Acts, ch 1062, §47
Subsections 1 and 2 amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.530 - State bank’s acquisition of its own shares.

524.530 State bank’s acquisition of its own shares.
1. With the prior approval of the superintendent, a state bank may acquire its own shares. Shares acquired pursuant to this section constitute authorized but unissued shares except as provided in subsection 2.
2. If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.
95 Acts, ch 148, §47
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.531 - Loaning on its own shares.

524.531 Loaning on its own shares.
A state bank shall not make any loan or extension of credit on the security of the shares of its own capital, unless such security is necessary to prevent loss upon a debt previously contracted in good faith.
[C97, §1850; S13, §1850; C24, 27, §9184; C31, 35, §9221-c2; C39, §9221.2; C46, 50, 54, 58, 62, 66, §528.9; C71, 73, 75, 77, 79, 81, §524.507]
95 Acts, ch 148, §48
CS95, §524.531
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.532 - Meetings of shareholders.

524.532 Meetings of shareholders.
Meetings of shareholders may be held at a place as provided in the articles of incorporation or the bylaws, or as fixed in accordance with their provisions. In the absence of any such provision, all meetings shall be held at the principal place of business of the state bank. An annual meeting of the shareholders shall be held during the specific month as shall be provided in the articles of incorporation, at the location, date, and time as stated in or fixed in accordance with the bylaws. Failure to hold the annual meeting during the month shall not work a forfeiture or dissolution of the state bank. Special meetings of the shareholders may be called by the president, the board of directors, the holders of not less than one-tenth of all the shares entitled to vote at the meeting, or other officers or persons as provided in the articles of incorporation or the bylaws. If a state bank holds a shareholder meeting at a location outside this state, the articles of incorporation or bylaws must permit any or all shareholders to participate by any means of communication as specified in section 524.533, subsection 4.
[C71, 73, 75, 77, 79, 81, §524.508]
84 Acts, ch 1032, §2
CS95, §524.532
2022 Acts, ch 1062, §48
Section amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.533 - Notice of shareholder meetings — waiver of notice generally.

524.533 Notice of shareholder meetings — waiver of notice generally.
1. Written notice stating the place, day, and hour of a meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the cashier, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at the meeting. If mailed, the notice is deemed to be delivered when deposited in the United States mail addressed to the shareholder at the shareholder’s address as it appears on the stock transfer books of the state bank with postage prepaid. As used in this section, the term “notice” means as defined in section 490.141.
2. A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the state bank for inclusion in the minutes or filing with the corporate records.
3. A shareholder’s attendance at a meeting results in all of the following:
a. Waives the shareholder’s objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.
b. Waives the shareholder’s objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
4. Unless the articles of incorporation or bylaws provide otherwise, the shareholders may permit any or all shareholders to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all shareholders participating may simultaneously hear each other during the meeting. A shareholder participating in a meeting as provided in this subsection is deemed to be present in person at the meeting.
[C71, 73, 75, 77, 79, 81, §524.509]
95 Acts, ch 148, §49
CS95, §524.533
2022 Acts, ch 1062, §49
Referred to in §524.532, 524.1502, 524.1508
Subsections 1 and 3 amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.534 - Action without meeting.

524.534 Action without meeting.
1. Unless the articles of incorporation or bylaws provide otherwise, action required or permitted to be taken under this chapter at a special shareholders’ meeting may be taken without a meeting if the action is consented to by all shareholders. The action must be evidenced by one or more written consents describing the action taken, signed by each shareholder, and included in the minutes or filed with the corporate records reflecting the action taken.
2. Action taken under this section is effective when the last shareholder signs the consent, unless the consent specifies a different effective date.
3. A written consent signed under this section has the effect of a meeting vote and may be described as such in any document.
95 Acts, ch 148, §50
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.535 - Transfer books — fixing record date.

524.535 Transfer books — fixing record date.
1. The board of directors of a state bank shall cause adequate stock transfer books to be maintained.
2. The bylaws or, in the absence of an applicable bylaw, the board of directors may fix or provide the manner of fixing, the record date for any determination of shareholders entitled to notice of a shareholder’s meeting, to demand a special meeting, to vote, or to take any other action at a meeting of shareholders. A record date fixed under this section shall not be more than seventy days and, in the case of a meeting of shareholders, not less than ten days before the date of the meeting or particular action requiring the determination of shareholders and shall not be retroactive. If a record date is not fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for the determination of shareholders. If a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, the determination applies to any adjournment of the meeting.
[C97, §1853; C24, 27, 31, 35, 39, §9192; C46, 50, 54, 58, 62, 66, §526.36; C71, 73, 75, 77, 79, 81, §524.510]
95 Acts, ch 148, §51
CS95, §524.535
2018 Acts, ch 1041, §127; 2022 Acts, ch 1062, §50
Subsection 2 amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.536 - Shareholders’ voting list for meeting.

524.536 Shareholders’ voting list for meeting.
1. The officer or agent having charge of the stock transfer books for shares of a state bank shall, at least ten days before each meeting of shareholders, prepare a complete alphabetical list of the names of all its shareholders who are entitled to vote at the meeting or any adjournment of the meeting. The list shall be arranged by voting group and within each voting group by class or series of shares, and show the address of and the number of shares held by each shareholder. Nothing contained in this subsection shall require the state bank to include on such list the electronic mail address or other electronic contact information of a shareholder.
2. a. The shareholders’ list shall be available for inspection by any shareholder beginning ten days before the meeting and continuing through the meeting. The shareholders’ list shall be made available in at least one of the following locations:
(1) The state bank’s principal place of business.
(2) A reasonably accessible electronic network, provided that the information required to gain access to the list is provided with the notice of the meeting. In the event that the state bank determines to make the list available on an electronic network, the state bank shall take reasonable steps to ensure that such information is available only to shareholders of the state bank.
b. A shareholder, or the shareholder’s agent or attorney, is entitled on written demand to inspect the list at any time during usual business hours and at the shareholders’ expense, during the period it is available for inspection.
3. The list of shareholders shall also be produced and kept open at the time and place of the meeting and is subject to the inspection of a shareholder, or a shareholder’s agent or attorney, during the entire duration of the meeting. The original stock transfer books are prima facie evidence as to which shareholders are entitled to examine the list or transfer books or to vote at a meeting of shareholders.
4. Failure to comply with the requirements of this section shall not affect the validity of action taken at a meeting of shareholders.
[C71, 73, 75, 77, 79, 81, §524.511]
95 Acts, ch 148, §52
CS95, §524.536
2022 Acts, ch 1062, §51
Section stricken and rewritten
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.537 - Quorum of shareholders.

524.537 Quorum of shareholders.
1. Unless otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the laws of this state or of the United States or by the articles of incorporation or bylaws.
2. Once a share is represented for any purpose at a meeting, it is deemed present for the purpose of determining a quorum for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
3. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the laws of this state or of the United States or by the articles of incorporation or bylaws. This requirement does not apply to the election of directors as provided in section 524.538, subsection 4.
[C71, 73, 75, 77, 79, 81, §524.512]
95 Acts, ch 148, §53
CS95, §524.537
2022 Acts, ch 1062, §52
NEW subsection 3
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.538 - Voting of shares.

524.538 Voting of shares.
1. Each outstanding share of a state bank shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of a class or series may be limited or denied by the articles of incorporation.
2. Shares of a state bank purchased or acquired by such state bank pursuant to this chapter shall not be voted at any meeting and shall be excluded in determining whether matters voted upon by the shareholders were adopted by the requisite number of shares.
3. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by the shareholder’s duly authorized attorney-in-fact. A proxy shall not be valid after eleven months from the date of its execution.
4. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by the shareholder for as many individuals as there are directors to be elected and for whose election the shareholder has a right to vote.
5. In an election of directors, a state bank shall not vote its own shares held by it as sole trustee unless under the terms of the trust the manner in which such shares shall be voted may be determined by a donor or beneficiary of the trust and unless such donor or beneficiary actually directs how the shares shall be voted. When the shares of a state bank are held by such state bank and one or more persons as trustees, the shares may be voted by such other person or persons as trustees, in the same manner as if the person or persons were the sole trustee. Whenever shares cannot be voted by reason of being held by a state bank as sole trustee, the shares shall be excluded in determining whether matters voted upon by the shareholders were adopted by the requisite number of shares.
[C97, §1847; S13, §1889-e; C24, 27, 31, 35, 39, §9175, 9289; C46, 50, 54, 58, 62, 66, §526.18, 532.6; C71, 73, 75, 77, 79, 81, §524.513]
95 Acts, ch 148, §54
CS95, §524.538
2022 Acts, ch 1062, §53
Referred to in §524.537
Subsections 1, 3, and 5 amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.538A - Voting by member of mutual corporation.

524.538A Voting by member of mutual corporation.
All holders of savings, demand, or other authorized accounts of a state bank incorporated as or converted to be a mutual corporation are members of the state bank. In the consideration of all questions requiring action by the members of the state bank, each holder of an account shall be permitted to cast one vote for each one hundred dollars, or fraction thereof, of the withdrawal value of the member’s account. No member, however, shall cast more than one thousand member votes. All accounts shall be nonassessable.
2012 Acts, ch 1017, §12, 18; 2022 Acts, ch 1062, §54
Section amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.539 - Voting trust.

524.539 Voting trust.
1. Any number of shareholders of a state bank may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a period of not to exceed ten years, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, by depositing a counterpart of the agreement with the state bank at its principal place of business, by delivery of a copy of the voting trust agreement to the superintendent and by transferring their shares to such trustee or trustees for the purposes of the agreement. The counterpart of the voting trust agreement so deposited with the state bank is subject to examination for any proper purpose during usual business hours by a shareholder of the state bank, in person or by agent or attorney, or by any holder of a beneficial interest in the voting trust, in person or by agent or attorney.
2. This section shall not affect the validity of any agreement, relative to the voting of shares, in effect prior to July 1, 1995.
[C71, 73, 75, 77, 79, 81, §524.514]
95 Acts, ch 148, §55
CS95, §524.539
2019 Acts, ch 24, §104
Referred to in §524.540
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.540 - Voting agreements.

524.540 Voting agreements.
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 section 524.539.
2. A voting agreement created under this section is subject to a judicial order for specific enforcement.
95 Acts, ch 148, §56
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.541 - Lists — filing with superintendent.

524.541 Lists — filing with superintendent.
1. Every state bank shall cause to be kept a full and correct list of the names and addresses of the officers, directors, and shareholders of the state bank, and the number of shares held by each. If an affiliate, as defined in section 524.1101, subsection 4, is a shareholder in a state bank, such list shall include the names, addresses, and percentage of ownership or interest in the affiliate of the shareholders, members, or other individuals possessing a beneficial interest in said affiliate.
2. A copy of the list as of the date of the adjournment of each annual meeting of shareholders, in the form of an affidavit signed by the president or cashier of the state bank, shall be transmitted to the superintendent within ten days after such annual meeting.
[C97, §1889; S13, §1889; C24, 27, 31, 35, 39, §9255, 9256, 9257; C46, 50, 54, 58, 62, 66, §528.47, 528.48, 528.49; C71, 73, 75, 77, 79, 81, §524.515]
CS95, §524.541
2003 Acts, ch 4, §1; 2015 Acts, ch 29, §81
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.542 - Dividends.

524.542 Dividends.
1. The board of directors of a state bank may, from time to time, declare, and the state bank may pay, dividends on its outstanding shares subject to the restrictions of this chapter and to the restrictions, if any, in its articles of incorporation. Dividends may be declared and paid only out of undivided profits and may be paid in cash or property.
2. A dividend shall not be declared or paid if restricted by the superintendent.
[C97, §1852, 1888; S13, §1850-a, 1852, 1889-l; C24, 27, 31, 35, §9188, 9191, 9262, 9262-c1, 9263, 9283, 9299; C39, §9188, 9191, 9262, 9262.1, 9263, 9283, 9299; C46, 50, 54, 58, 62, 66, §526.33, 526.35, 528.56, 528.57, 528.58, 528.85, 532.16; C71, 73, 75, 77, 79, 81, §524.516]
95 Acts, ch 148, §57
CS95, §524.542
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.543 - Distribution of shares of state bank.

524.543 Distribution of shares of state bank.
1. The board of directors of a state bank may, subject to the provisions of section 524.405, distribute pro rata to holders of common shares authorized but unissued common shares of the state bank.
2. A distribution shall not be made in authorized but unissued shares of the state bank unless an amount equal to the total par value of the shares distributed is transferred to capital.
[C71, 73, 75, 77, 79, 81, §524.517]
95 Acts, ch 148, §58
CS95, §524.543
Referred to in §524.524
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.545 - Options for shares.

524.545 Options for shares.
A state bank incorporated as a stock corporation may authorize the granting of options to officers and employees to purchase unissued shares of the state bank in accordance with a plan approved by the superintendent.
[C71, 73, 75, 77, 79, 81, §524.520]
95 Acts, ch 148, §59
CS95, §524.545
2012 Acts, ch 1017, §13, 18
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.601 - Board of directors.

524.601 Board of directors.
1. The business and affairs of a state bank shall be managed by a board of five or more directors eighteen years of age or older, a majority of whom shall be residents of the state of Iowa and citizens of the United States.
2. The number of directors may be increased, or decreased to a number not less than five, by the shareholders at the annual meeting, or at a special meeting called for that purpose, but no decrease shall have the effect of shortening the term of an incumbent director.
[C97, §1845, 1866; C24, 27, §9163, 9164, 9165, 9166, 9210 – 9212, 9213; C31, 35, §9163, 9164, 9165, 9210 – 9212, 9217-c2; C39, §9163, 9164, 9165, 9210 – 9212, 9217.2; C46, 50, 54, 58, 62, 66, §526.8, 526.9, 526.10, 527.8 – 527.10, 528.2; C71, 73, 75, 77, 79, 81, §524.601]
95 Acts, ch 148, §60
Referred to in §524.103
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.602 - Board of directors — election.

524.602 Board of directors — election.
1. Except as provided in subsection 2, at the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting. Directors shall hold office for one year or until their successors have been elected and qualified, unless removed in accordance with provisions of section 524.606. When the shareholders determine the number of directors at an annual meeting or at a special meeting, they shall, at the same meeting, elect a director to fill each directorship.
2. The articles of incorporation of a state bank may authorize directors to be elected to staggered terms of three years. At the first meeting of shareholders or at an annual or special meeting where the shareholders adopt staggered terms for directors, and at each annual meeting thereafter, the shareholders shall elect directors to hold office for any vacant position. A director shall hold office until the director’s term expires or until the director’s successor has been elected and qualified, unless the director is removed in accordance with the provisions of section 524.606.
[C97, §1846; C24, 27, 31, 35, 39, §9171, 9172; C46, 50, 54, 58, 62, 66, §526.14, 526.15; C71, 73, 75, 77, 79, 81, §524.602]
95 Acts, ch 148, §61; 2010 Acts, ch 1028, §9
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.603 - Vacancies.

524.603 Vacancies.
Unless otherwise provided in the articles of incorporation, the bylaws, or by action of the shareholders, any vacancy occurring in the board of directors may be filled by the affirmative vote of the majority of the directors then in office, even if less than a quorum of the board of directors. A director so elected shall be elected for the unexpired term of the director’s predecessor in office.
[C97, §1846; C24, 27, 31, 35, 39, §9170; C46, 50, 54, 58, 62, 66, §526.13; C71, 73, 75, 77, 79, 81, §524.603]
2023 Iowa Code › Title XIII - COMMERCE › Chapter 524 - BANKS › Section 524.604 - Duties and responsibilities.

524.604 Duties and responsibilities.
1. The duties and responsibilities of a director or of the board of directors shall include, but are not limited to, the following:
a. Attendance at no less than seventy-five percent of the regular board meetings held during the calendar year.
b. Employment of officer personnel, and determination of their compensation.
c. Periodic review of the original records of the state bank, or comprehensive summaries thereof prepared by the officers of the state bank, pertaining to loans, discounts, security interests, and investments in bonds and securities.
d. Review of the adequacy of the state bank’s internal controls and determination of the most appropriate method to satisfy the state bank’s audit needs pursuant to section 524.608.
e. Periodic review of the utilization of security measures for the protection of the state bank and the maintenance of reasonable insurance coverage.
2. Directors of a state bank shall discharge the duties of their position in good faith and with that diligence, care, and skill which ordinarily prudent persons would exercise under similar circumstances in like positions. The directors shall have a continuing responsibility to assure themselves that the state bank is being managed according to law and that the practices and policies adopted by the board are being implemented.
[C27, 31, 35, §9283-b23; C39, §9283.71; C46, 50, 54, 58, 62, 66, §531.23; C71, 73, 75, 77, 79, 81, §524.604]
95 Acts, ch 148, §62; 2012 Acts, ch 1023, §157; 2022 Acts, ch 1062, §58, 59
Subsection 1, paragraph d amended
Subsection 2 amended