Iowa Code
Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT
Section 504.141 - Chapter definitions.

504.141 Chapter definitions.
As used in this chapter, unless the context otherwise requires:
1. “Approved by the members” or “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.
2. “Articles of incorporation” or “articles” includes amended and restated articles of incorporation and articles of merger.
3. “Board” or “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 504.801.
4. “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.
5. “Class” means a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. For purposes of this section, rights shall be considered the same if they are determined by a formula applied uniformly.
6. “Corporation” means a public benefit, mutual benefit, or religious corporation.
7. “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.
8. “Deliver” or “delivery” means any method of delivery used in conventional commercial practice, including delivery in person, by mail, commercial delivery, and electronic transmission.
9. “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.
10. “Distribution” means the payment of a dividend or any part of the income or profit of a corporation to its members, directors, or officers.
11. “Domestic corporation” means a corporation.
12. “Domestic unincorporated entity” means an unincorporated entity whose internal affairs are governed by the laws of this state.
13. “Effective date of notice” is defined in section 504.142.
14. “Electronic transmission” or “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.
15. “Employee” does not include an officer or director of a corporation who is not otherwise employed by the corporation.
16. “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.
17. “File”, “filed”, or “filing” means filed in the office of the secretary of state.
18. “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.
19. “Foreign unincorporated entity” means an unincorporated entity whose internal affairs are governed by an organic law of a jurisdiction other than this state.
20. “Governmental subdivision” includes an authority, county, district, and municipality.
21. “Includes” denotes a partial definition.
22. “Individual” includes the estate of an incompetent individual.
23. “Means” denotes a complete definition.
24. “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. A person is not a member because of any of the following:
a. The person’s rights as a delegate.
b. The person’s rights to designate a director.
c. The person’s rights as a director.
25. “Membership” refers to the rights and obligations a member or members have pursuant to a corporation’s articles, bylaws, and this chapter.
26. “Mutual benefit corporation” means a domestic or foreign corporation that is required to be a mutual benefit corporation pursuant to section 504.1705.
27. “Notice” is defined in section 504.142.
28. “Organic law” means a statute principally governing the internal affairs of a domestic or foreign business corporation, nonprofit corporation, or unincorporated entity.
29. “Organic record” means a public organic record or private organic record.
30. “Person” includes any individual or entity.
31. “Principal office” means the office in or out of this state so designated in the biennial report filed pursuant to section 504.1613 where the principal offices of a domestic or foreign corporation are located.
32. “Private organic record” means any record, other than a public organic record, if any, that determines the internal governance of an unincorporated entity. Where a private organic record has been amended or restated, “private organic record” means the private organic record as last amended or restated.
33. “Proceeding” includes a civil suit and criminal, administrative, or investigatory actions.
34. “Public benefit corporation” means a domestic or foreign corporation that is required to be a public benefit corporation pursuant to section 504.1705.
35. “Public organic record” means the record, if any, that is filed of public record, to create an unincorporated entity. Where a public organic record has been amended or restated, “public organic record” means the public organic record as last amended or restated.
36. “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.
37. “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.
38. “Religious corporation” means a domestic or foreign corporation that engages in religious activity as one of the corporation’s principal purposes.
39. “Secretary” means the corporate officer to whom the board of directors has delegated responsibility under section 504.841, subsection 2, for custody of the minutes of the directors’ and members’ meetings and for authenticating the records of the corporation.
40. “Sign” or “signature” includes a manual, facsimile, conformed, or electronic signature.
41. “State”, when referring to a part of the United States, includes a state and commonwealth and their agencies and governmental subdivisions, and a territory and insular possession and their agencies and governmental subdivisions of the United States.
42. a. “Unincorporated entity” means an organization or other legal entity that is not a corporation and that either has a separate legal existence or has the power to acquire an estate in real property in the entity’s own name. “Unincorporated entity” includes a general partnership, limited liability company, limited partnership, business or statutory trust, joint stock association, and unincorporated nonprofit association.
b. “Unincorporated entity” does not include a domestic or foreign business corporation, a nonprofit corporation, an estate, a trust, a governmental subdivision, a state, the United States, or a foreign government.
43. “United States” includes a district, authority, bureau, commission, department, and any other agency of the United States.
44. “Vote” includes authorization by written ballot and written consent.
45. “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. When a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.
2004 Acts, ch 1049, §14, 192; 2005 Acts, ch 19, §78; 2012 Acts, ch 1049, §1, 2
Referred to in §9H.1, 123.173A, 123.173B, 504.103, 504.611

Structure Iowa Code

Iowa Code

Title XII - BUSINESS ENTITIES

Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT

Section 504.101 - Short title.

Section 504.102 - Reservation of power to amend or repeal.

Section 504.103 - Limitation on requirements imposed on corporations.

Section 504.111 - Filing requirements.

Section 504.111A - Secretary of state — extra services — surcharge.

Section 504.112 - Forms.

Section 504.113 - Filing, service, and copying fees.

Section 504.114 - Effective date of document.

Section 504.115 - Correcting filed document.

Section 504.116 - Filing duty of secretary of state.

Section 504.117 - Appeal from secretary of state’s refusal to file document.

Section 504.118 - Evidentiary effect of copy of filed document.

Section 504.119 - Certificate of existence.

Section 504.120 - Penalty for signing false document.

Section 504.131 - Powers.

Section 504.132 - Secretary of state — internet site.

Section 504.141 - Chapter definitions.

Section 504.142 - Notice.

Section 504.151 - Judicial relief.

Section 504.201 - Incorporators.

Section 504.202 - Articles of incorporation.

Section 504.203 - Incorporation.

Section 504.204 - Liability for preincorporation transactions.

Section 504.205 - Organization of corporation.

Section 504.206 - Bylaws.

Section 504.207 - Emergency bylaws and powers.

Section 504.208 - Foreign-trade zone corporation.

Section 504.301 - Purposes.

Section 504.302 - General powers.

Section 504.303 - Emergency powers.

Section 504.304 - Ultra vires.

Section 504.401 - Corporate name.

Section 504.402 - Reserved name.

Section 504.403 - Registered name.

Section 504.501 - Registered office and registered agent.

Section 504.502 - Change of registered office or registered agent.

Section 504.503 - Resignation of registered agent.

Section 504.504 - Service on corporation.

Section 504.601 - Admission.

Section 504.602 - Consideration.

Section 504.603 - No requirement of members.

Section 504.611 - Differences in rights and obligations of members.

Section 504.612 - Transfers.

Section 504.613 - Member’s liability to third parties.

Section 504.614 - Member’s liability for dues, assessments, and fees.

Section 504.615 - Creditor’s action against member.

Section 504.621 - Resignation.

Section 504.622 - Termination, expulsion, or suspension.

Section 504.623 - Purchase of memberships.

Section 504.631 - Derivative proceedings — definition.

Section 504.632 - Standing.

Section 504.633 - Demand.

Section 504.634 - Stay of proceedings.

Section 504.635 - Dismissal.

Section 504.636 - Discontinuance or settlement.

Section 504.637 - Payment of expenses.

Section 504.638 - Applicability to foreign corporations.

Section 504.641 - Delegates.

Section 504.701 - Annual and regular meetings.

Section 504.702 - Special meeting.

Section 504.702A - Remote participation in meetings of members.

Section 504.703 - Court-ordered meeting.

Section 504.704 - Action by written consent.

Section 504.705 - Notice of meeting.

Section 504.706 - Waiver of notice.

Section 504.707 - Record date — determining members entitled to notice and vote.

Section 504.708 - Action by written ballot.

Section 504.709 - Conduct of meetings.

Section 504.711 - Members’ list for meeting.

Section 504.712 - Voting entitlement generally.

Section 504.713 - Quorum requirements.

Section 504.714 - Voting requirements.

Section 504.715 - Proxies.

Section 504.716 - Cumulative voting for directors.

Section 504.717 - Other methods of electing directors.

Section 504.718 - Corporation’s acceptance of votes.

Section 504.719 - Inspectors of election.

Section 504.721 - Voting agreements.

Section 504.801 - Requirement for and duties of board.

Section 504.802 - Qualifications of directors.

Section 504.803 - Number of directors.

Section 504.804 - Election, designation, and appointment of directors.

Section 504.805 - Terms of directors generally.

Section 504.806 - Staggered terms for directors.

Section 504.807 - Resignation of directors.

Section 504.808 - Removal of directors elected by members or directors.

Section 504.809 - Removal of designated or appointed directors.

Section 504.810 - Removal of directors by judicial proceeding.

Section 504.811 - Vacancy on board.

Section 504.812 - Compensation of directors.

Section 504.821 - Regular and special meetings.

Section 504.822 - Action without meeting.

Section 504.823 - Call and notice of meetings.

Section 504.824 - Waiver of notice.

Section 504.825 - Quorum and voting.

Section 504.826 - Committees of the board.

Section 504.831 - General standards for directors.

Section 504.832 - Standards of liability for directors.

Section 504.833 - Director conflict of interest.

Section 504.834 - Loans to or guarantees for directors and officers.

Section 504.835 - Liability for unlawful distributions.

Section 504.836 - Business opportunities.

Section 504.841 - Required officers.

Section 504.842 - Duties and authority of officers.

Section 504.843 - Standards of conduct for officers.

Section 504.844 - Resignation and removal of officers.

Section 504.845 - Contract rights of officers.

Section 504.846 - Officers’ authority to execute documents.

Section 504.851 - Definitions.

Section 504.852 - Permissible indemnification.

Section 504.853 - Mandatory indemnification.

Section 504.854 - Advance for expenses.

Section 504.855 - Court-ordered indemnification.

Section 504.856 - Determination and authorization of indemnification.

Section 504.857 - Indemnification of officers.

Section 504.858 - Insurance.

Section 504.859 - Application of part.

Section 504.860 - Exclusivity of part.

Section 504.901 - Personal liability.

Section 504.1001 - Authority to amend.

Section 504.1002 - Amendment by directors.

Section 504.1003 - Amendment by directors and members.

Section 504.1004 - Class voting by members on amendments.

Section 504.1005 - Articles of amendment.

Section 504.1006 - Restated articles of incorporation.

Section 504.1007 - Amendment pursuant to judicial reorganization.

Section 504.1008 - Effect of amendment and restatement.

Section 504.1021 - Amendment by directors.

Section 504.1022 - Amendment by directors and members.

Section 504.1023 - Class voting by members on amendments.

Section 504.1031 - Approval by third persons.

Section 504.1032 - Amendment terminating members or redeeming or canceling memberships.

Section 504.1101 - Approval of plan of merger.

Section 504.1102 - Limitations on mergers by public benefit or religious corporations.

Section 504.1103 - Action on plan by board, members, and third persons.

Section 504.1104 - Articles of merger.

Section 504.1105 - Effect of merger.

Section 504.1106 - Merger with foreign corporation or foreign unincorporated entity.

Section 504.1107 - Bequests, devises, and gifts.

Section 504.1108 - Conversion.

Section 504.1201 - Sale of assets in regular course of activities and mortgage of assets.

Section 504.1202 - Sale of assets other than in regular course of activities.

Section 504.1301 - Prohibited distributions.

Section 504.1302 - Authorized distributions.

Section 504.1401 - Dissolution by incorporators or directors and third persons.

Section 504.1402 - Dissolution by directors, members, and third persons.

Section 504.1403 - Articles of dissolution.

Section 504.1404 - Revocation of dissolution.

Section 504.1405 - Effect of dissolution.

Section 504.1406 - Known claims against dissolved corporation.

Section 504.1407 - Unknown claims against dissolved corporation.

Section 504.1421 - Grounds for administrative dissolution.

Section 504.1422 - Procedure for and effect of administrative dissolution.

Section 504.1423 - Reinstatement following administrative dissolution.

Section 504.1424 - Appeal from denial of reinstatement.

Section 504.1431 - Grounds for judicial dissolution.

Section 504.1432 - Procedure for judicial dissolution.

Section 504.1433 - Receivership or custodianship.

Section 504.1434 - Decree of dissolution.

Section 504.1441 - Deposit with state treasurer.

Section 504.1501 - Authority to transact business required.

Section 504.1502 - Consequences of transacting business without authority.

Section 504.1503 - Application for certificate of authority.

Section 504.1504 - Amended certificate of authority.

Section 504.1505 - Effect of certificate of authority.

Section 504.1506 - Corporate name of foreign corporation.

Section 504.1507 - Registered office and registered agent of foreign corporation.

Section 504.1508 - Change of registered office or registered agent of foreign corporation.

Section 504.1509 - Resignation of registered agent of foreign corporation.

Section 504.1510 - Service on foreign corporation.

Section 504.1521 - Withdrawal of foreign corporation.

Section 504.1531 - Grounds for revocation.

Section 504.1532 - Procedure for and effect of revocation.

Section 504.1533 - Appeal from revocation.

Section 504.1601 - Corporate records.

Section 504.1602 - Inspection of records by members.

Section 504.1603 - Scope of inspection right.

Section 504.1604 - Court-ordered inspection.

Section 504.1605 - Limitations on use of corporate records.

Section 504.1606 - Inspection of records by directors.

Section 504.1607 - Exception to notice requirement.

Section 504.1611 - Financial statements for members.

Section 504.1612 - Report of indemnification to members.

Section 504.1613 - Biennial report for secretary of state.

Section 504.1701 - Application to existing domestic corporations.

Section 504.1702 - Application to qualified foreign corporations.

Section 504.1703 - Savings provisions.

Section 504.1704 - Severability.

Section 504.1705 - Public benefit, mutual benefit, and religious corporations.