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

        490.722  PROXIES.
         1.  A shareholder may vote the shareholder's shares in person or
      by proxy.
         2.  A shareholder or the shareholder's agent or attorney-in-fact
      may appoint a proxy to vote or otherwise act for the shareholder by
      signing an appointment form or by an electronic transmission.  An
      electronic transmission must contain or be accompanied by information
      from which one can determine that the shareholder, the shareholder's
      agent, or the shareholder's attorney-in-fact authorized the
      electronic transmission.
         3.  An appointment of a proxy is effective when a signed
      appointment form or an electronic transmission of the appointment is
      received by the inspector of election or the officer or agent of the
      corporation authorized to tabulate votes.  An appointment is valid
      for eleven months unless a longer period is expressly provided in the
      appointment.
         4.  An appointment of a proxy is revocable unless the appointment
      form or electronic transmission states that it is irrevocable and the
      appointment is coupled with an interest.  Appointments coupled with
      an interest include, but are not limited to, the appointment of:
         a.  A pledgee.
         b.  A person who purchased or agreed to purchase the shares.
         c.  A creditor of the corporation who extended it credit under
      terms requiring the appointment.
         d.  An employee of the corporation whose employment contract
      requires the appointment.
         e.  A party to a voting agreement created under section
      490.731.
         5.  The death or incapacity of the shareholder appointing a proxy
      does not affect the right of the corporation to accept the proxy's
      authority unless notice of the death or incapacity is received by the
      secretary or other officer or agent authorized to tabulate votes
      before the proxy exercises the proxy's authority under the
      appointment.
         6.  An appointment made irrevocable under subsection 4 is revoked
      when the interest with which it is coupled is extinguished.
         7.  A transferee for value of shares subject to an irrevocable
      appointment may revoke the appointment if the transferee did not know
      of its existence when the transferee acquired the shares and the
      existence of the irrevocable appointment was not noted conspicuously
      on the certificate representing the shares or on the information
      statement for shares without certificates.
         8.  Subject to section 490.724 and to any express limitation on
      the proxy's authority stated in the appointment form or electronic
      transmission, a corporation is entitled to accept the proxy's vote or
      other action as that of the shareholder making the appointment.  

         89 Acts, ch 288, §62; 2002 Acts, ch 1154, §17, 125
         Referred to in § 490.724, 534.504