Iowa Code
Title XII - BUSINESS ENTITIES
Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT

Section 504.204 - Liability for preincorporation transactions. - 504.204 Liability for preincorporation transactions. All persons purporting to act...

Section 504.205 - Organization of corporation. - 504.205 Organization of corporation. 1. After incorporation: a. If initial...

Section 504.206 - Bylaws. - 504.206 Bylaws. 1. The incorporators or board of directors of...

Section 504.207 - Emergency bylaws and powers. - 504.207 Emergency bylaws and powers. 1. Unless the articles provide...

Section 504.208 - Foreign-trade zone corporation. - 504.208 Foreign-trade zone corporation. A domestic corporation may be incorporated...

Section 504.301 - Purposes. - 504.301 Purposes. 1. Every corporation incorporated under this chapter has...

Section 504.302 - General powers. - 504.302 General powers. Unless its articles of incorporation provide otherwise,...

Section 504.303 - Emergency powers. - 504.303 Emergency powers. 1. In anticipation of or during an...

Section 504.304 - Ultra vires. - 504.304 Ultra vires. 1. Except as provided in subsection 2,...

Section 504.401 - Corporate name. - 504.401 Corporate name. 1. A corporate name shall not contain...

Section 504.402 - Reserved name. - 504.402 Reserved name. 1. A person may reserve the exclusive...

Section 504.403 - Registered name. - 504.403 Registered name. 1. A foreign corporation may register its...

Section 504.501 - Registered office and registered agent. - 504.501 Registered office and registered agent. A corporation shall continuously...

Section 504.502 - Change of registered office or registered agent. - 504.502 Change of registered office or registered agent. 1. A...

Section 504.503 - Resignation of registered agent. - 504.503 Resignation of registered agent. 1. a. A registered agent...

Section 504.504 - Service on corporation. - 504.504 Service on corporation. 1. A corporation’s registered agent is...

Section 504.601 - Admission. - 504.601 Admission. 1. The articles or bylaws may establish criteria...

Section 504.602 - Consideration. - 504.602 Consideration. Except as provided in its articles or bylaws,...

Section 504.603 - No requirement of members. - 504.603 No requirement of members. A corporation is not required...

Section 504.611 - Differences in rights and obligations of members. - 504.611 Differences in rights and obligations of members. All members...

Section 504.612 - Transfers. - 504.612 Transfers. 1. Except as set forth in or authorized...

Section 504.613 - Member’s liability to third parties. - 504.613 Member’s liability to third parties. A member of a...

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

Section 504.615 - Creditor’s action against member. - 504.615 Creditor’s action against member. 1. A proceeding shall not...

Section 504.621 - Resignation. - 504.621 Resignation. 1. A member may resign at any time....

Section 504.622 - Termination, expulsion, or suspension. - 504.622 Termination, expulsion, or suspension. 1. A membership in a...

Section 504.623 - Purchase of memberships. - 504.623 Purchase of memberships. 1. A public benefit or religious...

Section 504.631 - Derivative proceedings — definition. - 504.631 Derivative proceedings — definition. In this part, unless the...

Section 504.632 - Standing. - 504.632 Standing. A derivative proceeding may be brought by any...

Section 504.633 - Demand. - 504.633 Demand. A derivative proceeding shall not be commenced until...

Section 504.634 - Stay of proceedings. - 504.634 Stay of proceedings. If a corporation commences an inquiry...

Section 504.635 - Dismissal. - 504.635 Dismissal. 1. A derivative proceeding shall be dismissed by...

Section 504.636 - Discontinuance or settlement. - 504.636 Discontinuance or settlement. A derivative proceeding shall not be...

Section 504.637 - Payment of expenses. - 504.637 Payment of expenses. On termination of a derivative proceeding,...

Section 504.638 - Applicability to foreign corporations. - 504.638 Applicability to foreign corporations. In any derivative proceeding in...

Section 504.641 - Delegates. - 504.641 Delegates. 1. A corporation may provide in its articles...

Section 504.701 - Annual and regular meetings. - 504.701 Annual and regular meetings. 1. Except in the case...

Section 504.702 - Special meeting. - 504.702 Special meeting. 1. A corporation with members shall hold...

Section 504.702A - Remote participation in meetings of members. - 504.702A Remote participation in meetings of members. 1. Members of...

Section 504.703 - Court-ordered meeting. - 504.703 Court-ordered meeting. 1. The district court of the county...

Section 504.704 - Action by written consent. - 504.704 Action by written consent. 1. Unless limited or prohibited...

Section 504.705 - Notice of meeting. - 504.705 Notice of meeting. 1. A corporation shall give notice...

Section 504.706 - Waiver of notice. - 504.706 Waiver of notice. 1. A member may waive any...

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

Section 504.708 - Action by written ballot. - 504.708 Action by written ballot. 1. Unless prohibited or limited...

Section 504.709 - Conduct of meetings. - 504.709 Conduct of meetings. 1. At each meeting of members,...

Section 504.711 - Members’ list for meeting. - 504.711 Members’ list for meeting. 1. After fixing a record...

Section 504.712 - Voting entitlement generally. - 504.712 Voting entitlement generally. 1. Except as provided in the...

Section 504.713 - Quorum requirements. - 504.713 Quorum requirements. 1. Unless this chapter or the articles...

Section 504.714 - Voting requirements. - 504.714 Voting requirements. 1. Unless this chapter or the articles...

Section 504.715 - Proxies. - 504.715 Proxies. 1. Unless the articles or bylaws of a...

Section 504.716 - Cumulative voting for directors. - 504.716 Cumulative voting for directors. 1. If the articles or...

Section 504.717 - Other methods of electing directors. - 504.717 Other methods of electing directors. A corporation may provide...

Section 504.718 - Corporation’s acceptance of votes. - 504.718 Corporation’s acceptance of votes. 1. If the name signed...

Section 504.719 - Inspectors of election. - 504.719 Inspectors of election. 1. A corporation with members may...

Section 504.721 - Voting agreements. - 504.721 Voting agreements. 1. Two or more members of a...

Section 504.801 - Requirement for and duties of board. - 504.801 Requirement for and duties of board. 1. Each corporation...

Section 504.802 - Qualifications of directors. - 504.802 Qualifications of directors. All directors of a corporation must...

Section 504.803 - Number of directors. - 504.803 Number of directors. 1. The board of directors of...

Section 504.804 - Election, designation, and appointment of directors. - 504.804 Election, designation, and appointment of directors. 1. If the...

Section 504.805 - Terms of directors generally. - 504.805 Terms of directors generally. 1. The articles or bylaws...

Section 504.806 - Staggered terms for directors. - 504.806 Staggered terms for directors. The articles or bylaws of...

Section 504.807 - Resignation of directors. - 504.807 Resignation of directors. 1. A director of a corporation...

Section 504.808 - Removal of directors elected by members or directors. - 504.808 Removal of directors elected by members or directors. 1....

Section 504.809 - Removal of designated or appointed directors. - 504.809 Removal of designated or appointed directors. 1. A designated...

Section 504.810 - Removal of directors by judicial proceeding. - 504.810 Removal of directors by judicial proceeding. 1. The district...

Section 504.811 - Vacancy on board. - 504.811 Vacancy on board. 1. Unless the articles or bylaws...

Section 504.812 - Compensation of directors. - 504.812 Compensation of directors. Unless the articles or bylaws of...

Section 504.821 - Regular and special meetings. - 504.821 Regular and special meetings. 1. If the time and...

Section 504.822 - Action without meeting. - 504.822 Action without meeting. 1. Except to the extent the...

Section 504.823 - Call and notice of meetings. - 504.823 Call and notice of meetings. 1. Unless the articles...

Section 504.824 - Waiver of notice. - 504.824 Waiver of notice. 1. A director may at any...

Section 504.825 - Quorum and voting. - 504.825 Quorum and voting. 1. Except as otherwise provided in...

Section 504.826 - Committees of the board. - 504.826 Committees of the board. 1. Unless prohibited or limited...

Section 504.831 - General standards for directors. - 504.831 General standards for directors. 1. Each member of the...

Section 504.832 - Standards of liability for directors. - 504.832 Standards of liability for directors. 1. A director shall...

Section 504.833 - Director conflict of interest. - 504.833 Director conflict of interest. 1. A conflict of interest...

Section 504.834 - Loans to or guarantees for directors and officers. - 504.834 Loans to or guarantees for directors and officers. 1....

Section 504.835 - Liability for unlawful distributions. - 504.835 Liability for unlawful distributions. 1. Unless a director complies...

Section 504.836 - Business opportunities. - 504.836 Business opportunities. 1. A director’s taking advantage, directly or...

Section 504.841 - Required officers. - 504.841 Required officers. 1. Unless otherwise provided in the articles...

Section 504.842 - Duties and authority of officers. - 504.842 Duties and authority of officers. Each officer of a...

Section 504.843 - Standards of conduct for officers. - 504.843 Standards of conduct for officers. 1. An officer, when...

Section 504.844 - Resignation and removal of officers. - 504.844 Resignation and removal of officers. 1. An officer of...

Section 504.845 - Contract rights of officers. - 504.845 Contract rights of officers. 1. The appointment of an...

Section 504.846 - Officers’ authority to execute documents. - 504.846 Officers’ authority to execute documents. 1. A contract or...

Section 504.851 - Definitions. - 504.851 Definitions. As used in this part, unless the context...

Section 504.852 - Permissible indemnification. - 504.852 Permissible indemnification. 1. Except as otherwise provided in this...

Section 504.853 - Mandatory indemnification. - 504.853 Mandatory indemnification. A corporation shall indemnify a director who...

Section 504.854 - Advance for expenses. - 504.854 Advance for expenses. 1. A corporation may, before final...

Section 504.855 - Court-ordered indemnification. - 504.855 Court-ordered indemnification. 1. A director who is a party...

Section 504.856 - Determination and authorization of indemnification. - 504.856 Determination and authorization of indemnification. 1. A corporation shall...

Section 504.857 - Indemnification of officers. - 504.857 Indemnification of officers. 1. A corporation may indemnify and...

Section 504.858 - Insurance. - 504.858 Insurance. A corporation may purchase and maintain insurance on...

Section 504.859 - Application of part. - 504.859 Application of part. 1. A corporation may, by a...

Section 504.860 - Exclusivity of part. - 504.860 Exclusivity of part. A corporation may provide indemnification or...

Section 504.901 - Personal liability. - 504.901 Personal liability. 1. Except as otherwise provided in this...

Section 504.1001 - Authority to amend. - 504.1001 Authority to amend. A corporation may amend its articles...

Section 504.1002 - Amendment by directors. - 504.1002 Amendment by directors. 1. Unless the articles of incorporation...

Section 504.1003 - Amendment by directors and members. - 504.1003 Amendment by directors and members. 1. Unless this chapter,...

Section 504.1004 - Class voting by members on amendments. - 504.1004 Class voting by members on amendments. 1. Unless the...

Section 504.1005 - Articles of amendment. - 504.1005 Articles of amendment. After an amendment to the articles...

Section 504.1006 - Restated articles of incorporation. - 504.1006 Restated articles of incorporation. 1. A corporation’s board of...

Section 504.1007 - Amendment pursuant to judicial reorganization. - 504.1007 Amendment pursuant to judicial reorganization. 1. A corporation’s articles...

Section 504.1008 - Effect of amendment and restatement. - 504.1008 Effect of amendment and restatement. An amendment to the...

Section 504.1021 - Amendment by directors. - 504.1021 Amendment by directors. If a corporation has no members,...

Section 504.1022 - Amendment by directors and members. - 504.1022 Amendment by directors and members. 1. Unless this chapter,...

Section 504.1023 - Class voting by members on amendments. - 504.1023 Class voting by members on amendments. 1. Unless the...

Section 504.1031 - Approval by third persons. - 504.1031 Approval by third persons. The articles of a corporation...

Section 504.1032 - Amendment terminating members or redeeming or canceling memberships. - 504.1032 Amendment terminating members or redeeming or canceling memberships. 1....

Section 504.1101 - Approval of plan of merger. - 504.1101 Approval of plan of merger. 1. Subject to the...

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

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

Section 504.1104 - Articles of merger. - 504.1104 Articles of merger. 1. After a plan of merger...

Section 504.1105 - Effect of merger. - 504.1105 Effect of merger. When a merger takes effect, all...

Section 504.1106 - Merger with foreign corporation or foreign unincorporated entity. - 504.1106 Merger with foreign corporation or foreign unincorporated entity. 1....

Section 504.1107 - Bequests, devises, and gifts. - 504.1107 Bequests, devises, and gifts. Any bequest, devise, gift, grant,...

Section 504.1108 - Conversion. - 504.1108 Conversion. A corporation organized under this chapter that is...

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

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

Section 504.1301 - Prohibited distributions. - 504.1301 Prohibited distributions. Except as authorized by section 504.1302, a...

Section 504.1302 - Authorized distributions. - 504.1302 Authorized distributions. 1. A mutual benefit corporation may purchase...

Section 504.1401 - Dissolution by incorporators or directors and third persons. - 504.1401 Dissolution by incorporators or directors and third persons. 1....

Section 504.1402 - Dissolution by directors, members, and third persons. - 504.1402 Dissolution by directors, members, and third persons. 1. Unless...

Section 504.1403 - Articles of dissolution. - 504.1403 Articles of dissolution. 1. At any time after dissolution...

Section 504.1404 - Revocation of dissolution. - 504.1404 Revocation of dissolution. 1. A corporation may revoke its...

Section 504.1405 - Effect of dissolution. - 504.1405 Effect of dissolution. 1. A dissolved corporation continues its...

Section 504.1406 - Known claims against dissolved corporation. - 504.1406 Known claims against dissolved corporation. 1. A dissolved corporation...

Section 504.1407 - Unknown claims against dissolved corporation. - 504.1407 Unknown claims against dissolved corporation. 1. A dissolved corporation...

Section 504.1421 - Grounds for administrative dissolution. - 504.1421 Grounds for administrative dissolution. The secretary of state may...

Section 504.1422 - Procedure for and effect of administrative dissolution. - 504.1422 Procedure for and effect of administrative dissolution. 1. Upon...

Section 504.1423 - Reinstatement following administrative dissolution. - 504.1423 Reinstatement following administrative dissolution. 1. A corporation administratively dissolved...

Section 504.1424 - Appeal from denial of reinstatement. - 504.1424 Appeal from denial of reinstatement. 1. The secretary of...

Section 504.1431 - Grounds for judicial dissolution. - 504.1431 Grounds for judicial dissolution. 1. The district court may...

Section 504.1432 - Procedure for judicial dissolution. - 504.1432 Procedure for judicial dissolution. 1. Venue for a proceeding...

Section 504.1433 - Receivership or custodianship. - 504.1433 Receivership or custodianship. 1. A court in a judicial...

Section 504.1434 - Decree of dissolution. - 504.1434 Decree of dissolution. 1. If after a hearing the...

Section 504.1441 - Deposit with state treasurer. - 504.1441 Deposit with state treasurer. Assets of a dissolved corporation...

Section 504.1501 - Authority to transact business required. - 504.1501 Authority to transact business required. 1. A foreign corporation...

Section 504.1502 - Consequences of transacting business without authority. - 504.1502 Consequences of transacting business without authority. 1. A foreign...

Section 504.1503 - Application for certificate of authority. - 504.1503 Application for certificate of authority. 1. A foreign corporation...

Section 504.1504 - Amended certificate of authority. - 504.1504 Amended certificate of authority. 1. A foreign corporation authorized...

Section 504.1505 - Effect of certificate of authority. - 504.1505 Effect of certificate of authority. 1. A certificate of...

Section 504.1506 - Corporate name of foreign corporation. - 504.1506 Corporate name of foreign corporation. 1. If the corporate...

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

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

Section 504.1509 - Resignation of registered agent of foreign corporation. - 504.1509 Resignation of registered agent of foreign corporation. 1. a....

Section 504.1510 - Service on foreign corporation. - 504.1510 Service on foreign corporation. 1. The registered agent of...

Section 504.1521 - Withdrawal of foreign corporation. - 504.1521 Withdrawal of foreign corporation. 1. A foreign corporation authorized...

Section 504.1531 - Grounds for revocation. - 504.1531 Grounds for revocation. 1. The secretary of state may...

Section 504.1532 - Procedure for and effect of revocation. - 504.1532 Procedure for and effect of revocation. 1. The secretary...

Section 504.1533 - Appeal from revocation. - 504.1533 Appeal from revocation. 1. A foreign corporation may appeal...

Section 504.1601 - Corporate records. - 504.1601 Corporate records. 1. A corporation shall keep as permanent...

Section 504.1602 - Inspection of records by members. - 504.1602 Inspection of records by members. 1. Subject to subsection...

Section 504.1603 - Scope of inspection right. - 504.1603 Scope of inspection right. 1. A member’s agent or...

Section 504.1604 - Court-ordered inspection. - 504.1604 Court-ordered inspection. 1. If a corporation does not allow...

Section 504.1605 - Limitations on use of corporate records. - 504.1605 Limitations on use of corporate records. Without consent of...

Section 504.1606 - Inspection of records by directors. - 504.1606 Inspection of records by directors. 1. A director of...

Section 504.1607 - Exception to notice requirement. - 504.1607 Exception to notice requirement. 1. Whenever notice is required...

Section 504.1611 - Financial statements for members. - 504.1611 Financial statements for members. 1. Except as provided in...

Section 504.1612 - Report of indemnification to members. - 504.1612 Report of indemnification to members. If a corporation indemnifies...

Section 504.1613 - Biennial report for secretary of state. - 504.1613 Biennial report for secretary of state. 1. Each domestic...

Section 504.1701 - Application to existing domestic corporations. - 504.1701 Application to existing domestic corporations. 1. A domestic corporation...

Section 504.1702 - Application to qualified foreign corporations. - 504.1702 Application to qualified foreign corporations. A foreign corporation authorized...

Section 504.1703 - Savings provisions. - 504.1703 Savings provisions. 1. Except as provided in subsection 2,...

Section 504.1704 - Severability. - 504.1704 Severability. If any provision of this chapter or its...

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

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Iowa Code Title XII - BUSINESS ENTITIES Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT

Iowa Code
Title XII - BUSINESS ENTITIES
Chapter 504 - REVISED IOWA NONPROFIT CORPORATION ACT