Terms Used In Iowa Code > Chapter 504 - Revised Iowa Nonprofit Corporation Act

• 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.
• approval by the members: means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present, which affirmative votes also constitute a majority of the required quorum, or by a written ballot or written consent in conformity with this chapter or by the affirmative vote, written ballot, or written consent of such greater proportion, including the votes of all the members of any class, unit, or grouping as may be provided in the articles, bylaws, or this chapter for any specified member action. See Iowa Code 504.141
• articles: includes amended and restated articles of incorporation and articles of merger. See Iowa Code 504.141
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• 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.
• Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. ^{Source: OCC}
• Bequest: Property gifted by will.
• 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
• 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
• 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.
• 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.
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• Delegates: means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters. See Iowa Code 504.141
• delivery: means any method of delivery used in conventional commercial practice, including delivery in person, by mail, commercial delivery, and electronic transmission. See Iowa Code 504.141
• Dependent: A person dependent for support upon another.
• Devise: To gift property by will.
• 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
• Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
• Distribution: means the payment of a dividend or any part of the income or profit of a corporation to its members, directors, or officers. See Iowa Code 504.141
• Domestic corporation: means a corporation. See Iowa Code 504.141
• Donor: The person who makes a gift.
• electronically transmitted: means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient. See Iowa Code 504.141
• 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 or foreign business corporation; domestic or foreign nonprofit corporation; domestic or foreign unincorporated entity; estate; trust; state; the United States; governmental subdivision; and foreign government. See Iowa Code 504.141
• 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}
• 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.
• Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
• Fiduciary: A trustee, executor, or administrator.
• Filed document: means a document filed with the secretary of state under any provision of this chapter except subchapter XV or section 504. See Iowa Code 504.111
• filing: means filed in the office of the secretary of state. See Iowa Code 504.141
• 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 corporation: means a corporation organized under laws other than the laws of this state which would be a nonprofit corporation if formed under the laws of this state. See Iowa Code 504.141
• Foreign unincorporated entity: means an unincorporated entity whose internal affairs are governed by an organic law of a jurisdiction other than this state. See Iowa Code 504.141
• 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.
• Governmental subdivision: includes an authority, county, district, and municipality. See Iowa Code 504.141
• 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: includes the estate of an incompetent individual. See Iowa Code 504.141
• 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.
• 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.
• Member: means a person who on more than one occasion, pursuant to the provisions of a corporation's articles or bylaws, has a right to vote for the election of a director or directors of a corporation, irrespective of how a member is defined in the articles or bylaws of the corporation. See Iowa Code 504.141
• 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
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Mutual benefit corporation: means a domestic or foreign corporation that is required to be a mutual benefit corporation pursuant to section 504. See Iowa Code 504.141
• 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.
• 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 a statute principally governing the internal affairs of a domestic or foreign business corporation, nonprofit corporation, or unincorporated entity. See Iowa Code 504.141
• Organic record: means a public organic record or private organic record. See Iowa Code 504.141
• 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: includes any individual or entity. See Iowa Code 504.141
• 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 entity conversion or merger. See Iowa Code 504.111
• 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 filed pursuant to section 504. See Iowa Code 504.141
• Private organic record: means any record, other than a public organic record, if any, that determines the internal governance of an unincorporated entity. See Iowa Code 504.141
• Proceeding: includes a civil suit and criminal, administrative, or investigatory actions. See Iowa Code 504.141
• property: includes personal and real property. See Iowa Code 4.1
• Proxy voting: The practice of allowing a legislator to cast a vote in committee for an absent legislator.
• Public benefit corporation: means a domestic or foreign corporation that is required to be a public benefit corporation pursuant to section 504. See Iowa Code 504.141
• Public organic record: means the record, if any, that is filed of public record, to create an unincorporated entity. See Iowa Code 504.141
• Quorum: The number of legislators that must be present to do business.
• Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Iowa Code 504.141
• Record date: means the date established under subchapter VI or VII on which a corporation determines the identity of its members for the purposes of this chapter. See Iowa Code 504.141
• 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}
• 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
• 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 504. See Iowa Code 504.141
• 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.
• signature: includes a manual, facsimile, conformed, or electronic signature. 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
• Statute: A law passed by a legislature.
• Trustee: A person or institution holding and administering property in trust.
• 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 or statutory trust, joint stock association, and unincorporated nonprofit association. See Iowa Code 504.141
• United States: includes a district, authority, bureau, commission, department, and any other agency of the United States. See Iowa Code 504.141
• Venue: The geographical location in which a case is tried.
• 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
• year: means twelve consecutive months. See Iowa Code 4.1