2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.702 - SPECIAL MEETING.

        490.702  SPECIAL MEETING.
         1.  Except as provided in subsection 5, a corporation shall hold a
      special meeting of shareholders upon the occurrence of either of the
      following:
         a.  On call of its board of directors or the person or persons
      authorized to call a special meeting by the articles of incorporation
      or bylaws.
         b.  If the shareholders of at least ten percent of all the
      votes entitled to be cast on any issue proposed to be considered at
      the proposed special meeting sign, date, and deliver to the
      corporation one or more written demands for the meeting describing
      the purpose or purposes for which it is to be held, provided that the
      articles of incorporation may fix a lower percentage or a higher
      percentage not exceeding twenty-five percent of all the votes
      entitled to be cast on any issue proposed to be considered.  Unless
      otherwise provided in the articles of incorporation, a written demand
      for a special meeting may be revoked by a writing to that effect
      received by the corporation prior to the receipt by the corporation
      of demands sufficient in number to require the holding of a special
      meeting.
         2.  If not otherwise fixed under section 490.703 or 490.707, the
      record date for determining shareholders entitled to demand a special
      meeting is the date the first shareholder signs the demand.
         3.  Special shareholders' meetings may be held in or out of this
      state at the place stated in or fixed in accordance with the bylaws.
      If no place is stated or fixed in accordance with the bylaws, special
      meetings shall be held at the corporation's principal office.
         4.  Only business with the purpose or purposes described in the
      meeting notice required by section 490.705, subsection 3, may be
      conducted at a special shareholders' meeting.
         5.  Notwithstanding subsections 1 through 4, a corporation which
      has a class of voting stock that is listed on a national securities
      exchange, authorized for quotation on the national association of
      securities dealers automated quotations--national market system, or
      held of record by more than two thousand shareholders, is required to
      hold a special meeting only upon the occurrence of either of the
      following:
         a.  On call of its board of directors or the person or persons
      authorized to call a special meeting by the articles of incorporation
      or bylaws.
         b.  If the holders of at least fifty percent of all the votes
      entitled to be cast on any issue proposed to be considered at the
      proposed special meeting sign, date, and deliver to the corporation's
      secretary one or more written demands for the meeting describing the
      purpose or purposes for which it is to be held.  

         89 Acts, ch 288, §54; 97 Acts, ch 117, § 1, 2; 2002 Acts, ch 1154,
      §14, 125
         Referred to in § 490.703, 534.504