1. The holders of the outstanding shares of a class are entitled to vote as a separate voting group on a proposed amendment if the amendment would do any of the following:

 a. Increase or decrease the aggregate number of authorized shares of the class.
 b. Increase or decrease the par value of the shares of the class.
 c. Effect an exchange or reclassification of all or part of the shares of the class into shares of another class or effects a cancellation of all or part of the shares of the class.
 d. Effect an exchange or reclassification, or creates the right of exchange, of all or part of the shares of another class into shares of that class.
 e. Change the designation, rights, preferences, or limitations of all or part of the shares of the class.
 f. Change the shares of all or part of the class into a different number of shares of the same class.
 g. Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class.
 h. Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class.
 i. Limit or deny an existing preemptive right of all or part of the shares of the class.
 j. Cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.

Terms Used In Iowa Code 524.1503

  • 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 original, amended, or restated articles of incorporation and all amendments thereto and includes articles of merger. See Iowa Code 524.103
  • 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
  • Shares: means the units into which the proprietary interests in a state bank incorporated as a stock corporation are divided. See Iowa Code 524.103
 2. If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection 1, the shares of that series are entitled to vote as a separate voting group on the proposed amendment.
 3. If a proposed amendment that entitles two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment.
 4. A class or series of shares is entitled to the voting rights granted by this section even if the articles of incorporation provide that the shares are nonvoting shares.
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