524.302A Articles of incorporation — limited liability company.
1. The articles of incorporation of a state bank organized as a limited liability company under this chapter shall be in the form prescribed by the superintendent, and shall set forth all of the following:
a. The name of the state bank, that it is organized for the purpose of conducting the business of banking, and that it is organized under the provisions of this chapter.
b. The street address of the limited liability company’s initial registered office and the name of its initial registered agent at that office.
c. The location of the state bank’s proposed principal office of the limited liability company, which may be the same as the registered office, but need not be within this state.
d. The duration of the state bank, which shall be perpetual.
e. The aggregate number of common and preferred shares which the state bank shall have authority to issue and the par value of such shares. If such shares are to be divided into classes or series, the number of shares of each class or series and a statement of the par value of the shares of each class or series.
f. The number of managers constituting the initial board of directors and the names and addresses of the individuals who are to serve as directors until successors are elected and qualify. A statement that the exclusive authority to manage the state bank is vested in a board of directors that is elected or appointed by the members, that operates in substantially the same manner as, and has substantially the same rights, powers, privileges, duties, and responsibilities as, a board of directors of a state bank chartered as a corporation under this chapter.
g. A provision that the articles of incorporation, operating agreement, or other organizational documents of the state bank shall not require the consent of any other owner in order for an owner to transfer membership interests in the state bank, including voting rights.
2. The articles of incorporation may set forth any or all of the following:
a. Provisions not inconsistent with law regarding management of the business and regulation of the affairs of the state bank.
b. Any provision required or permitted by this chapter to be set forth in the operating agreement.
3. The articles of incorporation need not set forth any of the organizational powers enumerated in this chapter.
2004 Acts, ch 1141, §50
Structure Iowa Code
Section 524.101 - Short title.
Section 524.102 - Statement of intent.
Section 524.103 - Definitions.
Section 524.104 - Rules of construction.
Section 524.105 - Effect on existing banks.
Section 524.106 - Renewal of the corporate existence of an existing state bank.
Section 524.107 - Persons authorized to engage in banking business — educational bank.
Section 524.108 - Applicability of safe deposit provisions.
Section 524.109 - Bankers’ bank authorized — authority to hold shares of bankers’ bank.
Section 524.201 - Superintendent of banking.
Section 524.202 - Superintendent — salary.
Section 524.203 - Superintendent — vacancy.
Section 524.204 - Deputy superintendent of banking.
Section 524.205 - State banking council.
Section 524.206 - Banking division created.
Section 524.207 - Expenses of the banking division — fees.
Section 524.208 - Examiners and other employees.
Section 524.210 - Insurance and surety bonds.
Section 524.211 - Prohibitions relating to banking division personnel.
Section 524.212 - Prohibition against disclosure of regulatory information.
Section 524.213 - Duties and powers of superintendent.
Section 524.214 - Subpoena — contempt.
Section 524.215 - Records of division of banking.
Section 524.215A - Preservation of division of banking records.
Section 524.216 - Annual report of superintendent.
Section 524.217 - Examinations.
Section 524.218 - Regulation and examination of services.
Section 524.220 - Reports to superintendent.
Section 524.221 - Preservation of bank records — statute of limitations.
Section 524.222 - Meetings of the board of directors called by superintendent.
Section 524.223 - Power of superintendent to issue orders.
Section 524.224 - Grounds for management of state bank by superintendent.
Section 524.225 - Procedures — judicial review.
Section 524.226 - Management of state bank by superintendent.
Section 524.227 - Enforcement of Iowa consumer credit code.
Section 524.228 - Interim cease and desist order — final order — suspension.
Section 524.229 - Emergency powers of superintendent.
Section 524.301 - Incorporators — organizers.
Section 524.302 - Articles of incorporation.
Section 524.302A - Articles of incorporation — limited liability company.
Section 524.303 - Application for approval.
Section 524.304 - Publication of notice.
Section 524.305 - Approval by superintendent.
Section 524.306 - Incorporation or organization of state bank.
Section 524.307 - Initial organization of state bank.
Section 524.308 - Issuance of authorization to do business.
Section 524.309 - Publication of authorization to do business.
Section 524.310 - Name of state bank.
Section 524.311 - Commission for organizing state banks.
Section 524.312 - Location of state bank — exceptions.
Section 524.314 - Renewal of corporate existence of existing state bank.
Section 524.315 - State banks as limited liability companies.
Section 524.316 - State banks as mutual corporations.
Section 524.401 - Minimum capital.
Section 524.404 - Capital notes and debentures.
Section 524.405 - Increase or decrease of capital structure.
Section 524.518 - Redemption of preferred shares.
Section 524.521 - Authorized shares.
Section 524.522 - Terms of class or series determined by board of directors.
Section 524.523 - Certificates representing shares.
Section 524.524 - Consideration for shares.
Section 524.525 - Subscription for shares before incorporation or organization.
Section 524.526 - Fractional shares.
Section 524.527 - Liability of shareholders or members.
Section 524.528 - Shareholders’ preemptive rights.
Section 524.529 - Preemptive rights for existing state banks.
Section 524.530 - State bank’s acquisition of its own shares.
Section 524.531 - Loaning on its own shares.
Section 524.532 - Meetings of shareholders.
Section 524.533 - Notice of shareholder meetings — waiver of notice generally.
Section 524.534 - Action without meeting.
Section 524.535 - Transfer books — fixing record date.
Section 524.536 - Voting list.
Section 524.537 - Quorum of shareholders.
Section 524.538 - Voting of shares.
Section 524.538A - Voting by member of mutual corporation.
Section 524.539 - Voting trust.
Section 524.540 - Voting agreements.
Section 524.541 - Lists — filing with superintendent.
Section 524.543 - Distribution of shares of state bank.
Section 524.544 - Change of control — certificate of approval — shares as security — reports.
Section 524.545 - Options for shares.
Section 524.601 - Board of directors.
Section 524.602 - Board of directors — election.
Section 524.604 - Duties and responsibilities.
Section 524.605 - Liability of directors in certain cases.
Section 524.606 - Removal of directors.
Section 524.607 - Meetings — waiver of notice — quorum.
Section 524.607A - Action without meeting.
Section 524.608 - Auditing procedures.
Section 524.609 - Executive and other committees.
Section 524.610 - Compensation of directors.
Section 524.611 - Oath of directors.
Section 524.612 - Director dealing with state bank.
Section 524.613 - Prohibitions applicable to certain financial transactions involving directors.
Section 524.614 - Honorary and advisory directors.
Section 524.701 - Officers and employees.
Section 524.702 - Officers — duties and liability.
Section 524.703 - Officers and employees — employment and compensation.
Section 524.704 - Employee — employment and compensation.
Section 524.705 - Bonds of officers and employees.
Section 524.706 - Officer dealing with state bank.
Section 524.707 - Removal of officers or employees.
Section 524.708 - Report of change in officer personnel.
Section 524.709 - Duty to make records available to superintendent.
Section 524.801 - General powers.
Section 524.802 - Additional powers of a state bank.
Section 524.803 - Business property of state bank.
Section 524.804 - Data processing services.
Section 524.806 - Deposit in the names of two or more individuals.
Section 524.807 - Payment of deposited funds.
Section 524.808 - Adverse claims to deposits.
Section 524.809 - Authority to lease safe deposit boxes.
Section 524.810 - Search procedure on death.
Section 524.810A - Safe deposit box access.
Section 524.811 - Adverse claims to property in safe deposit and safekeeping.
Section 524.812 - Remedies and proceedings for nonpayment of rent on safe deposit box.
Section 524.813 - Authority to receive property for safekeeping.
Section 524.814 - Loan or pledge of assets.
Section 524.815 - Deposits by a state bank.
Section 524.816 - Account insurance.
Section 524.818 - Indebtedness of state bank.
Section 524.819 - Clearing checks at par.
Section 524.820 - Money received for transmission.
Section 524.821 - Electronic transmission of funds — restrictions.
Section 524.825 - Securities activities.
Section 524.901 - Investments.
Section 524.902 - General lending powers of a state bank.
Section 524.903 - Purchase and sale of drafts and bills of exchange.
Section 524.904 - Loans and extensions of credit to one borrower.
Section 524.905 - Loans on real property.
Section 524.907 - Participations.
Section 524.908 - Leasing of personal property.
Section 524.909 - Loans and investments by officer.
Section 524.910 - Property acquired to satisfy debts previously contracted.
Section 524.911 - Letters of credit.
Section 524.912 - Customer shall be free to obtain own insurance and loan.
Section 524.913 - Consumer loans.
Section 524.1001 - Power to act as fiduciary.
Section 524.1002 - Actions required, permitted, or prohibited in a fiduciary capacity.
Section 524.1003 - Removal of fiduciary powers.
Section 524.1004 - Voluntary relinquishment of fiduciary capacity.
Section 524.1005 - Trust companies operating on January 1, 1970.
Section 524.1006 - Banks depositing securities in federally regulated corporation.
Section 524.1007 - Succession of fiduciary accounts to an affiliate.
Section 524.1008 - Succession of fiduciary accounts to an independent bank.
Section 524.1101 - Definitions.
Section 524.1102 - Loans and other transactions with affiliates.
Section 524.1103 - Exceptions.
Section 524.1104 - Applicability of general loan limitations.
Section 524.1105 - Examination of affiliates and reports.
Section 524.1106 - Fees paid to an affiliate — approval by superintendent.
Section 524.1201 - General provisions.
Section 524.1202 - Location of offices.
Section 524.1203 - Cancellation of approval of offices.
Section 524.1204 - Privileges extended to national banks.
Section 524.1206 - Identification of legally chartered name of bank — required use of name.
Section 524.1212 - Location of satellite terminals.
Section 524.1213 - United community bank offices.
Section 524.1301 - Dissolution by incorporators, organizers, or initial directors.
Section 524.1302 - Involuntary dissolution prior to commencement of business.
Section 524.1303 - Voluntary dissolution after commencement of business.
Section 524.1304 - Voluntary dissolution — approval.
Section 524.1304A - Articles of dissolution.
Section 524.1305 - Voluntary dissolution proceedings — winding up.
Section 524.1306 - Revocation of voluntary dissolution proceedings.
Section 524.1308A - Known claims against dissolved state bank.
Section 524.1308B - Unknown claims against dissolved state bank.
Section 524.1309 - Becoming subject to chapter 489 or 490.
Section 524.1311 - Involuntary dissolution after commencement of business — receivership procedure.
Section 524.1312 - Distribution of assets upon insolvency.
Section 524.1401 - Authority to merge.
Section 524.1402 - Requirements for a merger.
Section 524.1403 - Approval of merger by superintendent.
Section 524.1405 - Effect of merger.
Section 524.1406 - Appraisal rights of shareholders.
Section 524.1409 - Conversion of national bank or federal savings association into state bank.
Section 524.1410 - Application for approval by superintendent.
Section 524.1411 - Articles of conversion.
Section 524.1412 - Publication of notice.
Section 524.1413 - Approval of conversion by superintendent.
Section 524.1414 - Receipt by secretary of state — county recorder.
Section 524.1415 - Effect of filing of articles of conversion with secretary of state.
Section 524.1419 - Offices of a resulting state bank.
Section 524.1420 - Nonconforming assets of resulting state bank.
Section 524.1421 - Mutual to stock conversions.
Section 524.1422 - Notice of mutual to stock conversion.
Section 524.1501 - Authority to amend.
Section 524.1502 - Procedure to amend.
Section 524.1503 - Voting on amendments by voting groups.
Section 524.1504 - Articles of amendment.
Section 524.1505 - Approval of articles of amendment.
Section 524.1506 - Certificate of amendment.
Section 524.1507 - Change of location of principal place of business.
Section 524.1508 - Restated articles of incorporation.
Section 524.1509 - Reverse stock split.
Section 524.1510 - Effect of amendment.
Section 524.1602 - Penalties applicable to state bank.
Section 524.1603 - Engaging in business unlawfully.
Section 524.1604 - Failure to file report or make statement.
Section 524.1605 - False statements, reports, and felonious acts.
Section 524.1606 - Fraudulent advertising or notice.
Section 524.1607 - False statement for credit.
Section 524.1608 - Penalty for accepting deposits while insolvent.
Section 524.1609 - False statements concerning state banks.
Section 524.1611 - Offenses involving employees of banking division.
Section 524.1801 - Definitions.
Section 524.1802 - Limitation.
Section 524.1803 - Offer to purchase stock.
Section 524.1804 - Notice of acquisition.
Section 524.1805 - Restrictions on acquisitions and mergers.
Section 524.1806 - Banks owned or controlled — officers and directors.
Section 524.1808 - Insurance sales.