Iowa Code 504.1003 – Amendment by directors and members
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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.
Terms Used In Iowa Code 504.1003
- 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: includes amended and restated articles of incorporation and articles of merger. See Iowa Code 504.141
- board of directors: means the board of directors of a corporation except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to section 504. See Iowa Code 504.141
- Bylaws: means the code or codes of rules other than the articles adopted pursuant to this chapter for the regulation or management of the affairs of a corporation irrespective of the name or names by which such rules are designated. See Iowa Code 504.141
- Class: means a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. See Iowa Code 504.141
- Corporation: means a public benefit, mutual benefit, or religious corporation. See Iowa Code 504.141
- 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.
- Directors: means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. See Iowa Code 504.141
- 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
- Membership: refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws, and this chapter. See Iowa Code 504.141
- Person: includes any individual or entity. See Iowa Code 504.141
- Religious corporation: means a domestic or foreign corporation that engages in religious activity as one of the corporation's principal purposes. See Iowa Code 504.141
- 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
- Vote: includes authorization by written ballot and written consent. See Iowa Code 504.141
- Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote that is contingent upon the happening of a condition or event that has not occurred at the time. See Iowa Code 504.141
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.