2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.1112 - ACTION ON PLAN OF CONVERSION BY CONVERTING DOMESTIC CORPORATION.

        490.1112  ACTION ON PLAN OF CONVERSION BY CONVERTING
      DOMESTIC CORPORATION.
         1.  In the case of a domestic corporation that is being converted
      into an other entity all of the following apply:
         a.  The plan of conversion must be adopted by the domestic
      corporation's board of directors.
         b.  After adopting the plan of conversion, the domestic
      corporation's board of directors must submit the plan to the domestic
      corporation's 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.
         c.  The domestic corporation must notify each shareholder of
      the domestic corporation, 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 of conversion and
      must contain or be accompanied by a copy or summary of the plan of
      conversion.  The notice shall include or be accompanied by a copy of
      the organizational documents as they will be in effect immediately
      after the conversion.
         d.  The domestic corporation's board of directors may
      condition its submission of the plan of conversion to the domestic
      corporation's shareholders on any basis.
         e.  Unless the articles of incorporation, bylaws, or the board
      of directors of the domestic corporation require a greater vote or a
      greater number of votes to be present, the approval of the plan of
      conversion shall require the approval of the domestic corporation's
      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 classes or series of shares is entitled to vote as a separate
      group on the plan of conversion, 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 conversion by that voting group is present.
         f.  If any provision of the articles of incorporation, bylaws,
      or an agreement of the domestic corporation to which any of the
      directors or shareholders of the domestic corporation are parties,
      adopted or entered into before the effective date of this section,
      applies to a merger of the corporation and the document does not
      refer to a conversion of the corporation, the provision shall be
      deemed to apply to a conversion of the corporation until such
      provision is subsequently amended.
         g.  If as a result of the conversion as provided in this
      subsection, one or more shareholders of the domestic corporation
      would become subject to owner liability for the debts, obligations,
      or liabilities of any other person or entity, approval of the plan of
      conversion shall require the execution, by each such shareholder of
      the domestic corporation, of a separate written consent to become so
      subject to such owner liability.
         2.  After a conversion is approved as provided in subsection 1,
      and at any time before a filing is made under section 490.1113, a
      domestic corporation that is being converted may amend its plan of
      conversion or abandon the planned conversion as follows:
         a.  As provided in the plan of conversion.
         b.  Except as prohibited by the plan of conversion, by the
      same consent as was required to approve the plan of conversion.  

         2008 Acts, ch 1162, §119, 155; 2009 Acts, ch 41, §147
         Referred to in § 490.1101, 490.1111, 490.1302