1. After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all the shareholders who are entitled to notice of the shareholders’ meeting. If the board of directors fixes a different record date under section 490.707, subsection 5, to determine the shareholders entitled to vote at the meeting, a corporation also shall prepare an alphabetical list of the names of all the shareholders who are entitled to vote at the meeting. The list must be arranged by voting group, and within each voting group by class or series of shares, and contain the address of, and number and class or series of shares held by, each shareholder and, if the notice or other communications regarding the meeting has been or will be sent by the corporation to a shareholder by electronic mail or other electronic transmission, the electronic mail or other electronic transmission address of that shareholder.

Terms Used In Iowa Code 490.720

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Iowa Code 490.140
  • Electronic mail: means an electronic transmission directed to a unique electronic mail address. See Iowa Code 490.140
  • following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Principal office: means the office, in or out of this state, so designated in the biennial report required by section 490. See Iowa Code 490.140
  • Record date: means the date fixed for determining the identity of the corporation's shareholders and their shareholdings for purposes of this chapter. See Iowa Code 490.140
  • Shareholder: means a record shareholder. See Iowa Code 490.140
  • Shares: means the units into which the proprietary interests in a domestic or foreign corporation are divided. See Iowa Code 490.140
  • state: when applied to the different parts of the United States, includes the District of Columbia and the territories, and the words "United States" may include the said district and territories. See Iowa Code 4.1
  • Voting group: means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Iowa Code 490.140
  • written: means any information in the form of a document. See Iowa Code 490.140
 2. a. The list of shareholders entitled to notice shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting. The list of shareholders for notice shall be made available via any of the following:

 (1) At the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held.
 (2) On a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting. The list of shareholders entitled to vote shall be similarly available for inspection promptly after the record date for voting. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to shareholders of the corporation.
 b.  A shareholder, or the shareholder’s agent or attorney, is entitled on written demand to inspect and, subject to the requirements of section 490.1602, subsection 3, to copy a list of shareholders, during regular business hours and at the shareholder’s expense, during the period it is available for inspection. A corporation may satisfy the shareholder’s right to copy a list of shareholders by furnishing a copy in the manner described in section 490.1603, subsection 2. A shareholder and the shareholder’s agent or attorney who inspects or is furnished a copy of a list of shareholders under this subsection or under subsection 3 or who copies the list under this subsection may use the information on that list only for purposes related to the meeting and its subject matter and must keep the information on that list confidential.
 3. If the meeting is to be held at a place, the corporation shall make the list of shareholders entitled to vote available at the meeting and any adjournment, and any shareholder, or the shareholder’s agent or attorney, is entitled to inspect the list at any time during the meeting and any adjournment. If the meeting is to be held solely by means of remote communication, then such list shall also be available for such inspection during the meeting and any adjournment on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The corporation may satisfy its obligation to make such list available for inspection during a meeting by furnishing a copy of the list in the manner described in section 490.1603, subsection 2, to the shareholders prior to the meeting.
 4. If the corporation refuses to allow a shareholder, or the shareholder’s agent or attorney, to inspect a list of shareholders before or at the meeting or any adjournment, or copy a list as permitted by subsection 2, the district court of the county where a corporation’s principal office or, if none in this state, its registered office, is located, on application of the shareholder, may summarily order the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
 5. Refusal or failure to prepare or make available the list of shareholders does not affect the validity of action taken at the meeting.
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