2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.1402 - DISSOLUTION BY BOARD OF DIRECTORS AND SHAREHOLDERS.

        490.1402  DISSOLUTION BY BOARD OF DIRECTORS AND
      SHAREHOLDERS.
         1.  A corporation's board of directors may propose dissolution for
      submission to the shareholders.
         2.  For a proposal to dissolve to be adopted both of the following
      must apply:
         a.  The board of directors must recommend dissolution to the
      shareholders unless the board of directors determines that because of
      conflict of interest or other special circumstances it should make no
      recommendation and communicates the basis for its determination to
      the shareholders.
         b.  The shareholders entitled to vote must approve the
      proposal to dissolve as provided in subsection 5.
         3.  The board of directors may condition its submission of the
      proposal for dissolution on any basis.
         4.  The corporation shall notify each shareholder, whether or not
      entitled to vote, of the proposed shareholders' meeting.  The notice
      must also state that the purpose, or one of the purposes, of the
      meeting is to consider dissolving the corporation.
         5.  Unless the articles of incorporation, bylaws, or the board of
      directors acting pursuant to subsection 3 requires a greater vote, a
      greater number of shares to be present, or a vote by voting groups,
      adoption of the proposal to dissolve shall require the approval of
      the shareholders at a meeting at which the quorum consisting of at
      least a majority of the votes entitled to be cast exists.  

         89 Acts, ch 288, §146; 2002 Acts, ch 1154, §90, 125
         Referred to in § 490.1434