2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.1104 - ACTION ON A PLAN OF MERGER OR SHARE EXCHANGE.

        490.1104  ACTION ON A PLAN OF MERGER OR SHARE
      EXCHANGE.
         In the case of a domestic corporation that is a party to a merger
      or share exchange:
         1.  The plan of merger or share exchange must be adopted by the
      board of directors.
         2.  Except as provided in subsection 7 and in section 490.1105,
      after adopting the plan of merger or share exchange the board of
      directors must submit the plan to the shareholders for their
      approval.  The board of directors must also transmit to the
      shareholders a recommendation that the shareholders approve the plan,
      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 that determination.
         3.  The board of directors may condition its submission of the
      plan of merger or share exchange to the shareholders on any basis.
         4.  If the plan of merger or share exchange is required to be
      approved by the shareholders, and if 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 plan 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
      plan and must contain or be accompanied by a copy or summary of the
      plan.  If the corporation is to be merged into an existing
      corporation or other entity, the notice shall also include or be
      accompanied by a copy or summary of the articles of incorporation or
      organizational documents of that corporation or other entity.  If the
      corporation is to be merged into a corporation or other entity that
      is to be created pursuant to the merger, the notice shall include or
      be accompanied by a copy or summary of the articles of incorporation
      or organizational documents of the new corporation or other entity.
         5.  Unless the articles of incorporation, bylaws, or the board of
      directors require a greater vote or a greater number of votes to be
      present, the approval of the plan of merger or share exchange shall
      require 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 plan exists, and, if any class or series of shares is
      entitled to vote as a separate group on the plan of merger or share
      exchange, 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 merger or share
      exchange by that voting group is present.
         6.  Separate voting by voting groups is required for each of the
      following:
         a.  On a plan of merger, by each class or series of shares
      that are to be converted, pursuant to the provisions of the plan of
      merger, into shares or other securities, interests, obligations,
      rights to acquire shares or other securities, cash, other property,
      or any combination of the foregoing, or would have a right to vote as
      a separate group on a provision in the plan that, if contained in a
      proposed amendment to articles of incorporation, would require action
      by separate voting groups under section 490.1004.
         b.  On a plan of share exchange, by each class or series of
      shares included in the exchange, with each class or series
      constituting a separate voting group.
         c.  On a plan of merger or share exchange, if the voting group
      is entitled under the articles of incorporation to vote as a voting
      group to approve a plan of merger or share exchange.
         7.  Unless the articles of incorporation otherwise provide,
      approval by the corporation's shareholders of a plan of merger or
      share exchange is not required if all of the following conditions are
      satisfied:
         a.  The corporation will survive the merger or is the
      acquiring corporation in a share exchange.
         b.  Except for amendments permitted by section 490.1005, its
      articles of incorporation will not be changed.
         c.  Each shareholder of the corporation whose shares were
      outstanding immediately before the effective date of the merger or
      share exchange will hold the same number of shares, with identical
      preferences, limitations, and relative rights, immediately after the
      effective date of change.
         d.  The issuance in the merger or share exchange of shares or
      other securities convertible into or rights exercisable for shares
      does not require a vote under section 490.621, subsection 6.
         8.  If, as a result of a merger or share exchange, one or more
      shareholders of a domestic corporation would become subject to
      personal liability for the obligations or liabilities of any other
      person or other entity, approval of the plan of merger shall require
      the execution, by each such shareholder, of a separate written
      consent to become subject to such personal liability.  

         89 Acts, ch 288, §124; 2002 Acts, ch 1154, §68, 125
         Referred to in § 490.1302, 508B.2, 515G.2, 524.1402