reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.843 - Standards of conduct for officers.

504.843 Standards of conduct for officers.
1. An officer, when performing in such capacity, shall act in conformity with all of the following:
a. In good faith.
b. With the care that a person in a like position would reasonably exercise under similar circumstances.
c. In a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.
2. In discharging the officer’s duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on any of the following:
a. The performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated.
b. Information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented.
c. Legal counsel, public accountants, or other persons retained by the corporation as to matters involving the skills or expertise the officer reasonably believes are within the person’s professional or expert competence, or as to which the particular person merits confidence.
d. In the case of religious corporations, religious authorities and ministers, priests, rabbis, or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and whom the officer believes to be reliable and competent in the matters presented.
3. An officer shall not be liable as an officer to the corporation or its members for any decision to take or not to take action, or any failure to take any action, if the duties of the officer are performed in compliance with this section. Whether an officer who does not comply with this section shall have liability will depend in such instance on applicable law, including those principles of sections 504.832 and 504.901 that have relevance.
2004 Acts, ch 1049, §97, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.844 - Resignation and removal of officers.

504.844 Resignation and removal of officers.
1. An officer of a corporation may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective time. If a resignation is made effective at a future time and the board or appointing officer accepts the future effective time, its board or appointing officer may fill the pending vacancy before the effective time if the board or appointing officer provides that the successor does not take office until the effective time.
2. An officer may be removed at any time with or without cause by any of the following:
a. The board of directors.
b. The officer who appointed such officer, unless the bylaws or the board of directors provide otherwise.
c. Any other officer if authorized by the bylaws or the board of directors.
d. In this section, “appointing officer” means the officer, including any successor to that officer, who appointed the officer resigning or being removed.
2004 Acts, ch 1049, §98, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.845 - Contract rights of officers.

504.845 Contract rights of officers.
1. The appointment of an officer of a corporation does not itself create contract rights.
2. An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer.
2004 Acts, ch 1049, §99, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.846 - Officers’ authority to execute documents.

504.846 Officers’ authority to execute documents.
1. A contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by any two officers in category 1 or by one officer in category 1 and one officer in category 2 as set out in subsection 2.
2. a. Category 1 officers include the presiding officer of the board and the president.
b. Category 2 officers include a vice president and the secretary, treasurer, and executive director.
2004 Acts, ch 1049, §100, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.851 - Definitions.

504.851 Definitions.
As used in this part, unless the context otherwise requires:
1. “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger.
2. “Director” or “officer” means an individual who is or was a director or officer of a corporation or an individual who, while a director or officer of a corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A “director” or “officer” is considered to be serving an employee benefit plan at the corporation’s request if the director’s or officer’s duties to the corporation also impose duties on, or otherwise involve services by, the director or officer to the plan or to participants in or beneficiaries of the plan. “Director” or “officer” includes, unless the context otherwise requires, the estate or personal representative of a director or officer.
3. “Disinterested director” means a director who at the time of a vote referred to in section 504.854, subsection 3, or a vote or selection referred to in section 504.856, subsection 2 or 3, is not either of the following:
a. A party to the proceeding.
b. An individual having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director’s judgment when voting on the decision being made.
4. “Expenses” includes attorney fees.
5. “Liability” means the obligation to pay a judgment, settlement, penalty, or fine including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses actually incurred with respect to a proceeding.
6. “Official capacity” means either of the following:
a. When used with respect to a director, the office of director in a corporation.
b. When used with respect to an officer, as contemplated in section 504.857, the office in a corporation held by the officer. “Official capacity” does not include service for any other foreign or domestic business or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.
7. “Party” means an individual who was, is, or is threatened to be made a defendant or respondent in a proceeding.
8. “Proceeding” means any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative and whether formal or informal.
2004 Acts, ch 1049, §101, 192; 2005 Acts, ch 19, §123, 126
Referred to in §504.202
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.852 - Permissible indemnification.

504.852 Permissible indemnification.
1. Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if all of the following apply:
a. The individual acted in good faith.
b. The individual reasonably believed either of the following:
(1) In the case of conduct in the individual’s official capacity, that the individual’s conduct was in the best interests of the corporation.
(2) In all other cases, that the individual’s conduct was at least not opposed to the best interests of the corporation.
c. In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful.
d. The individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation as authorized by section 504.202, subsection 2, paragraph “e”.
2. A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subsection 1, paragraph “b”, subparagraph (2).
3. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.
4. Unless ordered by a court under section 504.855, subsection 1, paragraph “b”, a corporation shall not indemnify a director under this section under either of the following circumstances:
a. In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection 1.
b. In connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in the director’s official capacity.
2004 Acts, ch 1049, §102, 192; 2005 Acts, ch 19, §100
Referred to in §504.854, 504.855, 504.856, 504.859, 504.1612
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.853 - Mandatory indemnification.

504.853 Mandatory indemnification.
A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses actually incurred by the director in connection with the proceeding.
2004 Acts, ch 1049, §103, 192
Referred to in §504.854, 504.855, 504.857, 504.1612
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.854 - Advance for expenses.

504.854 Advance for expenses.
1. A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because the person is a director if the person delivers all of the following to the corporation:
a. A written affirmation of the director’s good faith belief that the director has met the relevant standard of conduct described in section 504.852 or that the proceeding involved conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by section 504.202, subsection 2, paragraph “d”.
b. The director’s written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under section 504.853 and it is ultimately determined under section 504.855 or 504.856 that the director has not met the relevant standard of conduct described in section 504.852.
2. The undertaking required by subsection 1, paragraph “b”, must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.
3. Authorizations under this section shall be made according to one of the following:
a. By the board of directors as follows:
(1) If there are two or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such vote.
(2) If there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with section 504.825, subsection 3, in which authorization directors who do not qualify as disinterested directors may participate.
b. By the members, but the director, who at the time does not qualify as a disinterested director, shall not vote as a member or on behalf of a member.
2004 Acts, ch 1049, §104, 192; 2004 Acts, ch 1175, §385; 2015 Acts, ch 45, §11
Referred to in §504.851, 504.855, 504.859, 504.1612
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.855 - Court-ordered indemnification.

504.855 Court-ordered indemnification.
1. A director who is a party to a proceeding because the person is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application, and after giving any notice the court considers necessary, the court shall do one of the following:
a. Order indemnification if the court determines that the director is entitled to mandatory indemnification under section 504.853.
b. Order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by section 504.859, subsection 1.
c. Order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable to do one of the following:
(1) To indemnify the director.
(2) To indemnify or advance expenses to the director, even if the director has not met the relevant standard of conduct set forth in section 504.852, subsection 1, failed to comply with section 504.854, or was adjudged liable in a proceeding referred to in section 504.852, subsection 4, paragraph “a” or “b”, but if the director was adjudged so liable the director’s indemnification shall be limited to reasonable expenses incurred in connection with the proceeding.
2. If the court determines that the director is entitled to indemnification under subsection 1, paragraph “a”, or to indemnification or advance for expenses under subsection 1, paragraph “b”, it shall also order the corporation to pay the director’s reasonable expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection 1, paragraph “c”, it may also order the corporation to pay the director’s reasonable expenses to obtain court-ordered indemnification or advance for expenses.
2004 Acts, ch 1049, §105, 192
Referred to in §504.852, 504.854, 504.857, 504.1612
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.856 - Determination and authorization of indemnification.

504.856 Determination and authorization of indemnification.
1. A corporation shall not indemnify a director under section 504.852 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the standard of conduct set forth in section 504.852.
2. The determination shall be made by any of the following:
a. If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such vote.
b. By special legal counsel under one of the following circumstances:
(1) Selected in the manner prescribed in paragraph “a”.
(2) If there are fewer than two disinterested directors, selected by the board in which selection directors who do not qualify as disinterested directors may participate.
c. By the members of a corporation, but directors who are at the time parties to the proceeding shall not vote on the determination.
3. Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled under subsection 2, paragraph “b”, to select special legal counsel.
2004 Acts, ch 1049, §106, 192; 2005 Acts, ch 19, §101
Referred to in §504.851, 504.854, 504.859
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.857 - Indemnification of officers.

504.857 Indemnification of officers.
1. A corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because the person is an officer, according to all of the following:
a. To the same extent as to a director.
b. If the person is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract, except for either of the following:
(1) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding.
(2) Liability arising out of conduct that constitutes any of the following:
(a) Receipt by the officer of a financial benefit to which the officer is not entitled.
(b) An intentional infliction of harm on the corporation or the members.
(c) An intentional violation of criminal law.
2. The provisions of subsection 1, paragraph “b”, shall apply to an officer who is also a director if the basis on which the officer is made a party to a proceeding is an act or omission solely as an officer.
3. An officer of a corporation who is not a director is entitled to mandatory indemnification under section 504.853, and may apply to a court under section 504.855 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions.
2004 Acts, ch 1049, §107, 192; 2005 Acts, ch 19, §102
Referred to in §504.851
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.858 - Insurance.

504.858 Insurance.
A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to that individual against the same liability under this part.
2004 Acts, ch 1049, §108, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.859 - Application of part.

504.859 Application of part.
1. A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or members, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 504.852 or advance funds to pay for or reimburse expenses in accordance with section 504.854. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in section 504.854, subsection 3, and in section 504.856, subsection 2 or 3. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 504.854 to the fullest extent permitted by law, unless the provision specifically provides otherwise.
2. Any provision pursuant to subsection 1 shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or members of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by section 504.1104.
3. A corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to this part.
4. This part does not limit a corporation’s power to pay or reimburse expenses incurred by a director or an officer in connection with the director’s or officer’s appearance as a witness in a proceeding at a time when the director or officer is not a party.
5. This part does not limit a corporation’s power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent.
2004 Acts, ch 1049, §109, 192
Referred to in §504.705, 504.855
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.901 - Personal liability.

504.901 Personal liability.
1. Except as otherwise provided in this chapter, a director, officer, employee, or member of a corporation is not liable for the corporation’s debts or obligations and a director, officer, member, or other volunteer is not personally liable in that capacity to any person for any action taken or failure to take any action in the discharge of the person’s duties except liability for any of the following:
a. The amount of any financial benefit to which the person is not entitled.
b. An intentional infliction of harm on the corporation or the members.
c. A violation of section 504.835.
d. An intentional violation of criminal law.
2. A provision set forth in the articles of incorporation eliminating or limiting the liability of a director to the corporation or its members for money damages for any action taken, or any failure to take any action, pursuant to section 504.202, subsection 2, paragraph “d”, shall not affect the applicability of this section.
2004 Acts, ch 1049, §111, 192; 2005 Acts, ch 19, §103; 2006 Acts, ch 1089, §50
Referred to in §504.202, 504.832, 504.843
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1001 - Authority to amend.

504.1001 Authority to amend.
A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation.
2004 Acts, ch 1049, §112, 192; 2006 Acts, ch 1089, §51
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1002 - Amendment by directors.

504.1002 Amendment by directors.
1. Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt amendments to the corporation’s articles of incorporation without member approval for any of the following purposes:
a. To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.
b. To delete the names and addresses of the initial directors.
c. To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state.
d. To change the corporate name by substituting the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution to the name.
e. To make any other change expressly permitted by this subchapter to be made by director action.
2. If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation’s articles subject to any approval required pursuant to section 504.1031. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with section 504.823, subsection 3. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
2004 Acts, ch 1049, §113, 192; 2006 Acts, ch 1089, §52
Referred to in §504.1003
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1003 - Amendment by directors and members.

504.1003 Amendment by directors and members.
1. Unless this chapter, the articles or bylaws of a corporation, the members acting pursuant to subsection 2, or the board of directors acting pursuant to subsection 3 require a greater vote or voting by class, or unless the articles or bylaws impose other requirements, an amendment to the corporation’s articles must be approved by all of the following to be adopted:
a. The board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected.
b. Except as provided in section 504.1002, subsection 1, by the members by two-thirds of the votes cast by the members or a majority of the members’ voting power that could be cast, whichever is less.
c. In writing by any person or persons whose approval is required by a provision of the articles authorized by section 504.1031.
2. The members may condition the adoption of an amendment on receipt of a higher percentage of affirmative votes or on any other basis.
3. If the board initiates an amendment to the articles or board approval is required by subsection 1 to adopt an amendment to the articles, the board may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or any other basis.
4. If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 504.705. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
5. If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
2004 Acts, ch 1049, §114, 192
Referred to in §504.705, 504.1006
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1004 - Class voting by members on amendments.

504.1004 Class voting by members on amendments.
1. Unless the articles or bylaws of the corporation provide otherwise, the members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.
2. Unless the articles or bylaws of the corporation provide otherwise, the members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would do any of the following:
a. Affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than such amendment would affect another class.
b. Change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class.
c. Increase or decrease the number of memberships authorized for that class.
d. Increase the number of memberships authorized for another class.
e. Effect an exchange, reclassification, or termination of the memberships of that class.
f. Authorize a new class of memberships.
3. The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws.
4. Unless the articles or bylaws of the corporation provide otherwise, if a class is to be divided into two or more classes as a result of an amendment to the articles of a public benefit or mutual benefit corporation, the amendment must be approved by the members of each class that would be created by the amendment.
5. Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of the corporation, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
2004 Acts, ch 1049, §115, 192
Referred to in §504.1103
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1005 - Articles of amendment.

504.1005 Articles of amendment.
After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation or bylaws, the corporation amending its articles shall deliver to the secretary of state, for filing, articles of amendment setting forth:
1. The name of the corporation.
2. The text of each amendment adopted.
3. The date of each amendment’s adoption.
4. If approval by members was not required, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that member approval was not required.
5. If approval by members was required, a statement that the amendment was duly approved by the members in the manner required by this chapter, the articles of incorporation, and bylaws.
6. If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to section 504.1031, a statement that the approval was obtained.
2004 Acts, ch 1049, §116, 192; 2006 Acts, ch 1089, §53, 54
Referred to in §504.1006
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1006 - Restated articles of incorporation.

504.1006 Restated articles of incorporation.
1. A corporation’s board of directors may restate the corporation’s articles of incorporation at any time with or without approval by members or any other person, to consolidate all amendments into a single document.
2. If the restated articles include one or more new amendments that require approval by the members or any other person, the amendments must be adopted as provided in section 504.1003.
3. If the restatement includes an amendment requiring approval pursuant to section 504.1031, the board must submit the restatement for such approval.
4. A corporation that restates its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate stating that the restated articles consolidate all amendments into a single document. If a new amendment is included in the restated articles, the corporation shall include the statement required in section 504.1005.
5. Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the original articles of incorporation.
6. The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect without including the certificate information required by subsection 4.
2004 Acts, ch 1049, §117, 192; 2006 Acts, ch 1089, §55
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1007 - Amendment pursuant to judicial reorganization.

504.1007 Amendment pursuant to judicial reorganization.
1. A corporation’s articles may be amended without board approval or approval by the members or approval required pursuant to section 504.1031 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of law of the United States.
2. An individual or individuals designated by the court shall deliver to the secretary of state articles of amendment setting forth all of the following:
a. The name of the corporation.
b. The text of each amendment approved by the court.
c. The date of the court’s order or decree approving the articles of amendment.
d. The title of the reorganization proceeding in which the order or decree was entered.
e. A statement that the court had jurisdiction of the proceeding under federal statute.
3. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
2004 Acts, ch 1049, §118, 192; 2006 Acts, ch 1089, §56
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1008 - Effect of amendment and restatement.

504.1008 Effect of amendment and restatement.
An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation, or any property held by it by virtue of any trust upon which such property is held by the corporation, or the existing rights of persons other than members of the corporation. An amendment changing a corporation’s name does not abate a proceeding brought by or against the corporation in its former name.
2004 Acts, ch 1049, §119, 192; 2005 Acts, ch 19, §104; 2006 Acts, ch 1089, §57
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1021 - Amendment by directors.

504.1021 Amendment by directors.
If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation’s bylaws subject to any approval required pursuant to section 504.1031. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice must be given in accordance with section 504.823, subsection 3. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
2004 Acts, ch 1049, §120, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1022 - Amendment by directors and members.

504.1022 Amendment by directors and members.
1. Unless this chapter, the articles, bylaws, the members acting pursuant to subsection 2, or the board of directors acting pursuant to subsection 3, require a greater vote or voting by class, or the articles or bylaws provide otherwise, an amendment to a corporation’s bylaws must be approved by all of the following to be adopted:
a. By the board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected.
b. By the members by two-thirds of the votes cast or a majority of the voting power, whichever is less.
c. In writing by any person or persons whose approval is required by a provision of the articles authorized by section 504.1031.
2. The members may condition the amendment’s adoption on its receipt of a higher percentage of affirmative votes or on any other basis.
3. If the board initiates an amendment to the bylaws or board approval is required by subsection 1 to adopt an amendment to the bylaws, the board may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any other basis.
4. If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 504.705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
5. If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
2004 Acts, ch 1049, §121, 192
Referred to in §504.705
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1023 - Class voting by members on amendments.

504.1023 Class voting by members on amendments.
1. Unless the articles or bylaws of the corporation provide otherwise, the members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.
2. Unless the articles or bylaws of the corporation provide otherwise, members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would do any of the following:
a. Affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than such amendment would affect another class.
b. Change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class.
c. Increase or decrease the number of memberships authorized for that class.
d. Increase the number of memberships authorized for another class.
e. Effect an exchange, reclassification, or termination of all or part of the memberships of that class.
f. Authorize a new class of memberships.
3. The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.
4. Unless the articles or bylaws of the corporation provide otherwise, if a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.
5. Unless the articles or bylaws of the corporation provide otherwise, if a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
2004 Acts, ch 1049, §122, 192
Referred to in §504.1103
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1031 - Approval by third persons.

504.1031 Approval by third persons.
The articles of a corporation may require that an amendment to the articles or bylaws be approved in writing by a specified person or persons other than the board. Such a provision in the articles may only be amended with the approval in writing of the person or persons specified in the provision.
2004 Acts, ch 1049, §123, 192
Referred to in §504.1002, 504.1003, 504.1005, 504.1006, 504.1007, 504.1021, 504.1022, 504.1103, 504.1202, 504.1402
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1032 - Amendment terminating members or redeeming or canceling memberships.

504.1032 Amendment terminating members or redeeming or canceling memberships.
1. Unless the articles or bylaws provide otherwise, an amendment to the articles or bylaws of a public benefit or mutual benefit corporation which would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships must meet the requirements of this chapter and this section.
2. Before adopting a resolution proposing such an amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members.
3. After adopting a resolution proposing such an amendment, the notice to members proposing such amendment shall include one statement of up to five hundred words opposing the proposed amendment, if such statement is submitted by any five members or members having three percent or more of the voting power, whichever is less, not later than twenty days after the board has voted to submit such amendment to the members for their approval. In public benefit corporations, the production and mailing costs of the statement opposing the proposed amendment shall be paid by the requesting members. In mutual benefit corporations, the production and mailing costs of the statement opposing the proposed amendment shall be paid by the corporation.
4. Any such amendment shall be approved by the members by two-thirds of the votes cast by each class.
5. The provisions of section 504.622 shall not apply to any amendment meeting the requirements of this chapter and this section.
2004 Acts, ch 1049, §124, 192
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1101 - Approval of plan of merger.

504.1101 Approval of plan of merger.
1. Subject to the limitations set forth in section 504.1102, one or more nonprofit corporations may merge with or into any one or more business corporations or nonprofit corporations or unincorporated entities, if the plan of merger is approved as provided in section 504.1103.
2. The plan of merger shall set forth all of the following:
a. The name of each corporation or unincorporated entity planning to merge and the name of the surviving corporation or unincorporated entity into which each plans to merge.
b. The terms and conditions of the planned merger.
c. The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation or unincorporated entity.
d. If the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations, or securities of the surviving or any other corporation or unincorporated entity or into cash or other property in whole or in part.
3. The plan of merger may set forth any of the following:
a. Any amendments to the articles of incorporation or bylaws of the surviving corporation or organic record of the surviving unincorporated entity to be effected by the planned merger.
b. Other provisions relating to the planned merger.
2004 Acts, ch 1049, §125, 192; 2005 Acts, ch 19, §105; 2012 Acts, ch 1049, §13 – 15; 2013 Acts, ch 90, §149
Referred to in §504.1106
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT › Section 504.1102 - Limitations on mergers by public benefit or religious corporations.

504.1102 Limitations on mergers by public benefit or religious corporations.
1. Without the prior approval of the district court, a public benefit or religious corporation may merge only with one of the following:
a. A public benefit or religious corporation.
b. A foreign corporation which would qualify under this chapter as a public benefit or religious corporation.
c. A wholly owned foreign or domestic business or mutual benefit corporation, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger.
d. A business or mutual benefit corporation or an unincorporated entity, provided that all of the following apply where the public benefit or religious corporation is not the surviving entity in the merger:
(1) On or prior to the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit or religious corporation or the fair market value of the public benefit or religious corporation if it were to be operated as a business concern are transferred or conveyed to one or more persons who would have received its assets under section 504.1405, subsection 1, paragraphs “e” and “f”, had it dissolved.
(2) The business or mutual benefit corporation or unincorporated entity shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition.
(3) The merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving entity.
2. Without the prior approval of the district court in a proceeding in which a guardian ad litem has been appointed to represent the interests of the corporation, a member of a public benefit or religious corporation shall not receive or keep anything as a result of a merger other than a membership in the surviving public benefit or religious corporation. The court shall approve the transaction if it is in the public interest.
2004 Acts, ch 1049, §126, 192; 2005 Acts, ch 19, §106; 2012 Acts, ch 1049, §16, 17
Referred to in §504.1101, 504.1106