2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.1005 - AMENDMENT BY BOARD OF DIRECTORS.

        490.1005  AMENDMENT BY BOARD OF DIRECTORS.
         Unless the articles of incorporation provide otherwise, a
      corporation's board of directors may adopt amendments to the
      corporation's articles of incorporation without shareholder approval
      for any of the following purposes:
         1.  To extend the duration of the corporation if it was
      incorporated at a time when limited duration was required by law.
         2.  To delete the names and addresses of the initial directors.
         3.  To delete the name and address of the initial registered agent
      or registered office, if a statement of change is on file with the
      secretary of state.
         4.  If the corporation has only one class of shares outstanding:
         a.  To change each issued and unissued authorized share of the
      class into a greater number of whole shares of that class.
         b.  To increase the number of authorized shares of the class
      to the extent necessary to permit the issuance of shares as a share
      dividend.
         5.  To change the corporate name by substituting the word
      "corporation", "incorporated", "company", "limited", or the
      abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or
      abbreviation in the name, or by adding, deleting, or changing a
      geographical attribution for the name.
         6.  To reflect a reduction in authorized shares, as a result of
      the operation of section 490.631, subsection 2, when the corporation
      has acquired its own shares and the articles of incorporation
      prohibit the reissue of the acquired shares.
         7.  To delete a class of shares from the articles of
      incorporation, as a result of the operation of section 490.631,
      subsection 2, when there are no remaining shares of the class because
      the corporation has acquired all shares of the class and the articles
      of incorporation prohibit the reissue of the acquired shares.
         8.  To make any change expressly permitted by section 490.602,
      subsection 1 or 2, to be made without shareholder approval.  

         89 Acts, ch 288, §113; 2002 Acts, ch 1154, § 58, 125; 2007 Acts,
      ch 140, §7
         Referred to in § 490.1003, 490.1102, 490.1104, 534.501