2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.601 - AUTHORIZED SHARES.

        490.601  AUTHORIZED SHARES.
         1.  The articles of incorporation must set forth any classes of
      shares and series of shares within a class, and the number of shares
      of each class and series, that the corporation is authorized to
      issue.  If more than one class or series of shares is authorized, the
      articles of incorporation must prescribe a distinguishing designation
      for each class or series and must describe, prior to the issuance of
      shares of a class or series, the terms, including the preferences,
      rights, and limitations of that class or series.  Except to the
      extent varied as permitted by this section, all shares of a class or
      series must have terms, including preferences, rights, and
      limitations that are identical with those of other shares of the same
      class or series.
         2.  The articles of incorporation must authorize all of the
      following:
         a.  One or more classes or series of shares that together have
      unlimited voting rights.
         b.  One or more classes or series of shares, which may be the
      same class or classes as those with voting rights, that together are
      entitled to receive the net assets of the corporation upon
      dissolution.
         3.  The articles of incorporation may authorize one or more
      classes or series of shares that have any of the following qualities:

         a.  Have special, conditional, or limited voting rights, or no
      right to vote, except to the extent otherwise provided by this
      chapter.
         b.  Are redeemable or convertible as specified in the articles
      of incorporation in any of the following ways:
         (1)  At the option of the corporation, the shareholder, or another
      person or upon the occurrence of a specified event.
         (2)  For cash, indebtedness, securities, or other property.
         (3)  At prices and in amounts specified, or determined in
      accordance with a designated formula.
         c.  Entitle the holders to distributions calculated in any
      manner, including dividends that may be cumulative, noncumulative, or
      partially cumulative.
         d.  Have preference over any other class or series of shares
      with respect to distributions, including distributions upon the
      dissolution of the corporation.
         4.  The terms of shares may be made dependent upon facts
      objectively ascertainable outside the articles of incorporation in
      accordance with section 490.120, subsection 12.
         5.  The terms of shares may vary among holders of the same class
      or series so long as such variations are expressly set forth in the
      articles of incorporation.
         6.  The description of the preferences, rights, and limitations of
      classes or series of shares in subsection 3 is not exhaustive.  

         89 Acts, ch 288, §36; 2007 Acts, ch 140, §4
         Referred to in § 490.602, 534.501, 534.508