Iowa Code 490.148 – Action on ratification
Current as of: 2024 | Check for updates
|
Other versions
1. The quorum and voting requirements applicable to a ratifying action by the board of directors under section 490.147, subsection 1, shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time such ratifying action is taken.
Terms Used In Iowa Code 490.148
- 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.
- Articles of incorporation: means the articles of incorporation described in section 490. 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.
- Defective corporate action: means all of the following:a. See Iowa Code 490.145
- 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
- Overissue: means the purported issuance of any of the following:
a. See Iowa Code 490.145- 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- Quorum: The number of legislators that must be present to do business.
- 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
2. If the ratification of the defective corporate action requires approval by the shareholders under section 490.147, subsection 3, and if the approval is to be given at a meeting, the corporation shall notify each holder of valid and putative shares, regardless of whether entitled to vote, as of the record date for notice of the meeting and as of the date of the occurrence of defective corporate action, provided that notice shall not be required to be given to holders of valid or putative shares whose identities or addresses for notice cannot be determined from the records of the corporation. The notice must state that the purpose, or one of the purposes, of the meeting is to consider ratification of a defective corporate action and must be accompanied by all of the following:a. Either a copy of the action taken by the board of directors in accordance with section 490.147, subsection 1, or the information required by section 490.147, subsection 1, paragraphs “a” through “d”.b. A statement that any claim that the ratification of such defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within one hundred twenty days from the applicable validation effective time.3. Except as provided in subsection 4, with respect to the voting requirements to ratify the election of a director, the quorum and voting requirements applicable to the approval by the shareholders required by section 490.147, subsection 3, shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time of such shareholder approval.4. The approval by shareholders to ratify the election of a director requires that the votes cast within the voting group favoring such ratification exceed the votes cast opposing such ratification of the election at a meeting at which a quorum is present.5. Putative shares on the record date for determining the shareholders entitled to vote on any matter submitted to shareholders under section 490.147, subsection 3, and without giving effect to any ratification of putative shares that becomes effective as a result of such vote, shall neither be entitled to vote nor counted for quorum purposes in any vote to approve the ratification of any defective corporate action.6. If the approval under this section of putative shares would result in an overissue, in addition to the approval required by section 490.147, approval of an amendment to the articles of incorporation under subchapter X to increase the number of shares of an authorized class or series or to authorize the creation of a class or series of shares so there would be no overissue shall also be required.