Terms Used In Iowa Code > Chapter 490 - Business Corporations

• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
• Appraisal: A determination of property value.
• Articles of incorporation: means the articles of incorporation described in section 490. See Iowa Code 490.140
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• Authorized shares: means the shares of all classes a domestic or foreign corporation is authorized to issue. See Iowa Code 490.140
• Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
• Beneficial shareholder: means a person who owns the beneficial interest in shares, which may be a record shareholder or a person on whose behalf shares are registered in the name of an intermediary or nominee. See Iowa Code 490.140
• Benefit corporation: means a corporation that includes in its articles of incorporation a statement that the corporation is subject to this subchapter. See Iowa Code 490.1701
• Bequest: Property gifted by will.
• Child: includes child by adoption. See Iowa Code 4.1
• clerk: means clerk of the court in which the action or proceeding is brought or is pending; and the words "clerk's office" mean the office of that clerk. See Iowa Code 4.1
• Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• Contract: A legal written agreement that becomes binding when signed.
• Conviction: A judgement of guilt against a criminal defendant.
• Cooperative association: means an entity that is structured and operated on a cooperative basis pursuant to 26 U. See Iowa Code 490.140
• Corporate action: means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation, or the shareholders. See Iowa Code 490.145
• 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.
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Date of the defective corporate action: means the date or, if the defective corporate action occurred or may have occurred on more than one date, the range of dates, or the approximate date or range of dates, if the exact date or range of dates is unknown or not readily ascertainable, the defective corporate action was purported to have been taken. See Iowa Code 490.145
• Defective corporate action: means all of the following:
   a. See Iowa Code 490.145
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• delivery: means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with section 490. See Iowa Code 490.140
• Dependent: A person dependent for support upon another.
• Devise: To gift property by will.
• disbursement: means an amount of any distribution or any other increment or sum realized or accruing from stock or other equity interest in a cooperative association organized under this chapter. See Iowa Code 490.628
• Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
• dissolved corporation: means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation. See Iowa Code 490.1403
• Distribution: means a direct or indirect transfer of cash or other property, except a corporation's own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. See Iowa Code 490.140
• Document: means any of the following:
   a. See Iowa Code 490.140
• domestic business corporation: means a corporation for profit, which is not a foreign corporation, incorporated under this chapter. See Iowa Code 490.140
• domestic nonprofit corporation: means a corporation incorporated under the laws of this state and subject to the provisions of chapter 504. See Iowa Code 490.140
• 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
• Electronic mail address: means a destination, commonly expressed as a string of characters, consisting of a unique user name or mailbox, commonly referred to as the "local part" of the address, and a reference to an internet domain, commonly referred to as the "domain part" of the address, whether or not displayed, to which electronic mail may be sent or delivered. See Iowa Code 490.140
• Electronic record: means information that is stored in an electronic or other nontangible medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with section 490. See Iowa Code 490.140
• electronically transmitted: means any form or process of communication not directly involving the physical transfer of paper or another tangible medium, which is all of the following:
   a. See Iowa Code 490.140
• Eligible entity: means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation. See Iowa Code 490.140
• Eligible interests: means interests or memberships. See Iowa Code 490.140
• Employee: includes an officer but not a director. See Iowa Code 490.140
• Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
• Entity: includes a domestic and foreign business corporation; domestic and foreign nonprofit corporation; estate; trust; domestic and foreign unincorporated entity; and a state, the United States, and a foreign government. See Iowa Code 490.140
• Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. ^{Source: U.S. Courts}
• Escrow: Money given to a third party to be held for payment until certain conditions are met.
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Expenses: means reasonable expenses of any kind, including reasonable fees and expenses of counsel and experts, that are incurred in connection with a matter. See Iowa Code 490.140
• Failure of authorization: means the failure to authorize, approve, or otherwise effect a corporate action in compliance with the provisions of this chapter, the articles of incorporation or bylaws, a corporate resolution, or any plan or agreement to which the corporation is a party, if and to the extent such failure would render such corporate action void or voidable. See Iowa Code 490.145
• Fiduciary: A trustee, executor, or administrator.
• Filed document: means a document filed by the secretary of state under any provision of this chapter except subchapter XV or section 490. See Iowa Code 490.120
• Filing entity: means an unincorporated entity, other than a limited liability partnership, that is of a type that is created by filing a public organic record or is required to file a public organic record that evidences its creation. See Iowa Code 490.140
• Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
• 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
• foreign business corporation: means a corporation incorporated under a law other than the law of this state which would be a business corporation if incorporated under the law of this state. See Iowa Code 490.140
• Foreign nonprofit corporation: means a corporation incorporated under a law other than the law of this state which would be a nonprofit corporation if incorporated under the law of this state. See Iowa Code 490.140
• Foreign registration statement: means the foreign registration statement described in section 490. See Iowa Code 490.140
• Fraud: Intentional deception resulting in injury to another.
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Governor: means any person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law governing the entity and its organic rules. See Iowa Code 490.140
• Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
• Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. ^{Source: FDIC}
• Individual: means a natural person. See Iowa Code 490.140
• Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
• Interest: means either or both of the following rights under the organic law governing an unincorporated entity:
   a. See Iowa Code 490.140
• Interest holder: means a person who holds of record an interest. See Iowa Code 490.140
• Interest holder liability: means any of the following:
   (1) Personal liability for a debt, obligation, or other liability of a domestic or foreign corporation or eligible entity that is imposed on a person by any of the following:

   (a) Solely by reason of the person's status as a shareholder, member, or interest holder. See Iowa Code 490.140
• Internet: means the federated international system that is composed of allied electronic communication networks linked by telecommunication channels, that uses standardized protocols, and that facilitates electronic communication services, including but not limited to use of the world wide web; the transmission of electronic mail or messages; the transfer of files and data or other electronic information; and the transmission of voice, image, and video. See Iowa Code 4.1
• Internet site: means a specific location on the internet that is determined by internet protocol numbers, by a domain name, or by both, including but not limited to domain names that use the designations ". See Iowa Code 4.1
• Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
• Jurisdiction of formation: means the state or country the law of which includes the organic law governing a domestic or foreign corporation or eligible entity. See Iowa Code 490.140
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
• Material relationship: means a familial, financial, professional, employment, or other relationship that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken. See Iowa Code 490.143
• Membership: means the rights of a member in a domestic or foreign nonprofit corporation. See Iowa Code 490.140
• Merger: means a transaction pursuant to section 490. See Iowa Code 490.140
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
• Nonfiling entity: means an unincorporated entity that is of a type that is not created by filing a public organic record. See Iowa Code 490.140
• 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.
• Organic law: means the statute governing the internal affairs of a domestic or foreign business or nonprofit corporation or unincorporated entity. See Iowa Code 490.140
• Organic rules: means the public organic record and private organic rules of a domestic or foreign corporation or eligible entity. See Iowa Code 490.140
• Overissue: means the purported issuance of any of the following:
   a. See Iowa Code 490.145
• Oversight: Committee review of the activities of a Federal agency or program.
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Person: means a person as defined in section 4. See Iowa Code 490.140
• personal property: include money, goods, chattels, evidences of debt, and things in action. See Iowa Code 4.1
• Personal property: All property that is not real property.
• Plaintiff: The person who files the complaint in a civil lawsuit.
• Plan: means a plan of domestication, conversion, merger, or share exchange. See Iowa Code 490.120
• Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
• Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
• Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
• 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
• Private organic rules: means any of the following:
   (1) The bylaws of a domestic or foreign business or nonprofit corporation. See Iowa Code 490.140
• Proceeding: includes a civil suit and criminal, administrative, and investigatory action. See Iowa Code 490.140
• property: includes personal and real property. See Iowa Code 4.1
• Public benefit: means a positive effect, or reduction of negative effects, on one or more communities or categories of persons or entities, other than shareholders solely in their capacity as shareholders, or on the environment, including effects of an artistic, charitable, economic, educational, cultural, literary, medical, religious, social, ecological, or scientific nature. See Iowa Code 490.1701
• Public benefit provision: means a provision in the articles of incorporation which states that the corporation shall pursue one or more identified public benefits. See Iowa Code 490.1701
• Public organic record: means any of the following:
   (1) The articles of incorporation of a domestic or foreign business or nonprofit corporation. See Iowa Code 490.140
• Putative shares: means the shares of any class or series, including shares issued upon exercise of rights, options, warrants or other securities convertible into shares of the corporation, or interests with respect to such shares, that were created or issued as a result of a defective corporate action, and any of the following applies:
   a. See Iowa Code 490.145
• qualified director: means a director who takes action, if at the time action is to be taken any of the following applies:
   a. See Iowa Code 490.143
• Quorum: The number of legislators that must be present to do business.
• real property: include lands, tenements, hereditaments, and all rights thereto and interests therein, equitable as well as legal. See Iowa Code 4.1
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• 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
• Record shareholder: means any of the following:
   a. See Iowa Code 490.140
• Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. ^{Source: FDIC}
• Registered foreign corporation: means a foreign corporation registered to do business in the state pursuant to subchapter XV. See Iowa Code 490.140
• Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
• Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
• Responsible and sustainable manner: means a manner that does all of the following:
   (1) Pursues through the business of the corporation the creation of a positive effect on society and the environment, taken as a whole, that is material taking into consideration the corporation's size and the nature of its business. See Iowa Code 490.1701
• Right of rescission: Right to cancel, within three business days, a contract that uses the home of a person as collateral, except in the case of a first mortgage loan. There is no fee to the borrower, who receives a full refund of all fees paid. The right of rescission is guaranteed by the Truth in Lending Act (TILA). ^{Source: OCC}
• Rule: includes "regulation". See Iowa Code 4.1
• seal: shall include an impression upon the paper alone, or upon wax, a wafer affixed to the paper, or an official stamp of a notarial officer as provided in chapter 9B. See Iowa Code 4.1
• Secretary: means the corporate officer to whom the board of directors has delegated responsibility under section 490. See Iowa Code 490.140
• Service of process: The service of writs or summonses to the appropriate party.
• Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
• Share exchange: means a transaction pursuant to section 490. 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
• signature: means , with present intent to authenticate or adopt a document, doing any of the following:
   a. 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
• Statute: A law passed by a legislature.
• Subscriber: means a person who subscribes for shares in a corporation, whether before or after incorporation. See Iowa Code 490.140
• Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
• Trustee: A person or institution holding and administering property in trust.
• Type of entity: means a generic form of entity that is any of the following:
   a. See Iowa Code 490.140
• undertaking: means a promise or security in any form. See Iowa Code 4.1
• Unincorporated entity: includes a general partnership, limited liability company, limited partnership, business trust, joint stock association, and unincorporated nonprofit association. See Iowa Code 490.140
• United States: includes a district, authority, bureau, commission, department, and any other agency of the United States. See Iowa Code 490.140
• Unrestricted voting trust beneficial owner: means , with respect to any shareholder rights, a voting trust beneficial owner whose entitlement to exercise the shareholder right in question is not inconsistent with the voting trust agreement. See Iowa Code 490.140
• Valid shares: means the shares of any class or series that have been duly authorized and validly issued in accordance with this chapter, including as a result of ratification or validation under this part. See Iowa Code 490.145
• Venue: The geographical location in which a case is tried.
• 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
• Voting power: means the current power to vote in the election of directors. See Iowa Code 490.140
• Voting trust beneficial owner: means an owner of a beneficial interest in shares of the corporation held in a voting trust established pursuant to section 490. See Iowa Code 490.140
• written: means any information in the form of a document. See Iowa Code 490.140
• year: means twelve consecutive months. See Iowa Code 4.1