2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.1003 - AMENDMENT BY BOARD OF DIRECTORS AND SHAREHOLDERS.

        490.1003  AMENDMENT BY BOARD OF DIRECTORS AND
      SHAREHOLDERS.
         If a corporation has issued shares, an amendment to the articles
      of incorporation shall be adopted in the following manner:
         1.  The proposed amendment must be adopted by the board of
      directors.
         2.  Except as provided in sections 490.1005, 490.1007, and
      490.1008, after adopting the proposed amendment, the board of
      directors must submit the amendment to the shareholders for their
      approval.  The board of directors must also transmit to the
      shareholders a recommendation that the shareholders approve the
      amendment, unless the board of directors makes a determination that
      because of conflicts of interest or other special circumstances it
      should not make such a recommendation, in which case the board of
      directors must transmit to the shareholders the basis for the
      determination.
         3.  The board of directors may condition its submission of the
      amendment to the shareholders on any basis.
         4.  If the amendment is required to be approved by the
      shareholders, and the approval is to be given at a meeting, the
      corporation must notify each shareholder, whether or not entitled to
      vote, of the meeting of shareholders at which the amendment is to be
      submitted for approval.  The notice must state that the purpose, or
      one of the purposes, of the meeting is to consider the proposed
      amendment and must contain or be accompanied by a copy of the
      amendment.
         5.  Unless the articles of incorporation, bylaws, or the board of
      directors acting pursuant to subsection 3 requires a greater vote or
      greater number of shares to be present, approval of the amendment
      requires the approval of the shareholders at a meeting at which a
      quorum consisting of at least a majority of the votes entitled to be
      cast on the amendment exists, and, if any class or series of shares
      is entitled to vote as a separate group on the amendment, except as
      provided in section 490.1004, subsection 3, the approval of each such
      separate voting group at a meeting at which a quorum of the voting
      group consisting of at least a majority of the votes entitled to be
      cast on the amendment by that voting group exists.  
         Section History: Recent Form
         89 Acts, ch 288, §111; 2002 Acts, ch 1154, §56, 125; 2002 Acts, ch
      1175, § 90
         Referred to in § 490.1007, 534.501

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