2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.140 - DEFINITIONS.

        490.140  DEFINITIONS.
         In this chapter, unless the context requires otherwise:
         1.  "Articles of incorporation" include amended and restated
      articles of incorporation and articles of merger.
         2.  "Authorized shares" means the shares of all classes a
      domestic or foreign corporation is authorized to issue.
         3.  "Conspicuous" means so written that a reasonable person
      against whom the writing is to operate should have noticed it.  For
      example, printing in italics or boldface or contrasting color, or
      typing in capitals or underlined, is conspicuous.
         4.  "Cooperative association" means an entity which is
      structured and operated on a cooperative basis pursuant to 26 U.S.C.
      § 1381(a) and which meets the definitional requirements of an
      association as provided in 12 U.S.C. § 1141(j)(a) or 7 U.S.C. § 291.

         5.  "Corporation" or "domestic corporation" means a
      corporation for profit, which is not a foreign corporation,
      incorporated under or subject to this chapter.
         6.  "Deliver" or "delivery" means any method of delivery
      used in conventional commercial practice, including delivery in
      person, by mail, commercial delivery, and electronic transmission.
         7.  "Distribution" means a direct or indirect transfer of
      money or other property, except its own shares, or incurrence of
      indebtedness by a corporation to or for the benefit of its
      shareholders in respect of any of its shares.  A distribution may be
      in the form of a declaration or payment of a dividend; a purchase,
      redemption, or other acquisition of shares; a distribution of
      indebtedness; or otherwise.
         8.  "Effective date of notice" is defined in section 490.141.

         9.  "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.
         10.  "Employee" includes an officer but not a director.  A
      director may accept duties that make the director also an employee.
         11.  "Entity" includes corporation and foreign corporation;
      not-for-profit corporation; profit and not-for-profit unincorporated
      association; business trust, estate, partnership, trust, and two or
      more persons having a joint or common economic interest; and state,
      United States, and foreign government.
         12.  The phrase "facts objectively ascertainable" outside of a
      filed document or plan is defined in section 490.120, subsection 12.

         13.  "Foreign corporation" means a corporation for profit
      incorporated under a law other than the law of this state.
         14.  "Governmental subdivision" includes authority, city,
      county, district, township, and other political subdivision.
         15.  "Includes" denotes a partial definition.
         16.  "Individual" includes the estate of an incompetent, a
      ward, or a deceased individual.
         17.  "Means" denotes an exhaustive definition.
         18.  "Notice" is defined in section 490.141.
         19.  "Person" means a person as defined in section 4.1.
         20.  "Principal office" means the office, in or out of this
      state, so designated in the biennial report, where the principal
      executive offices of a domestic or foreign corporation are located.
         21.  "Proceeding" includes civil suit and criminal,
      administrative, and investigatory action.
         22.  "Record date" means the date established under division
      VI or VII on which a corporation determines the identity of its
      shareholders for purposes of this chapter.
         23.  "Secretary" means the corporate officer to whom the board
      of directors has delegated responsibility under section 490.840,
      subsection 3, for custody of the minutes of the meetings of the board
      of directors and of the shareholders and for authenticating records
      of the corporation.
         24.  "Share" means the unit into which the proprietary
      interests in a corporation are divided.
         25.  "Shareholder" means the person in whose name shares are
      registered in the records of a corporation or the beneficial owner of
      shares to the extent of the rights granted by a nominee certificate
      on file with a corporation.
         26.  "Sign" or "signature" includes any manual, facsimile,
      conformed, or electronic signature.
         27.  "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.
         28.  "Subscriber" means a person who subscribes for shares in
      a corporation, whether before or after incorporation.
         29.  "United States" includes a district, authority, bureau,
      commission, department, and any other agency of the United States.
         30.  "Voting group" means all shares of one or more classes or
      series that under the articles of incorporation or this chapter are
      entitled to vote and be counted together collectively on a matter at
      a meeting of shareholders.  All shares entitled by the articles of
      incorporation or this chapter to vote generally on the matter are for
      that purpose a single voting group.
         31.  "Voting power" means the current power to vote in the
      election of directors.  

         89 Acts, ch 288, §15; 91 Acts, ch 211, §3; 97 Acts, ch 171, §9;
      2001 Acts, ch 142, §1; 2002 Acts, ch 1154, §7, 8, 125; 2007 Acts, ch
      140, §2
         Referred to in §15E.202