2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.732 - SHAREHOLDER AGREEMENTS.

        490.732  SHAREHOLDER AGREEMENTS.
         1.  An agreement among the shareholders of a corporation that
      complies with this section is effective among the shareholders and
      the corporation even though it is inconsistent with one or more other
      provisions of this chapter in that it does one of the following:
         a.  Eliminates the board of directors or restricts the
      discretion or powers of the board of directors.
         b.  Governs the authorization or making of distributions
      whether or not in proportion to ownership of shares, subject to the
      limitations in section 490.640.
         c.  Establishes who shall be directors or officers of the
      corporation, or their terms of office or manner of selection or
      removal.
         d.  Governs, in general or in regard to specific matters, the
      exercise or division of voting power by or between the shareholders
      and directors or by or among any of them, including use of weighted
      voting rights or director proxies.
         e.  Establishes the terms and conditions of any agreement for
      the transfer or use of property or the provision of services between
      the corporation and any shareholder, director, officer, or employee
      of the corporation, or among any of them.
         f.  Transfers to one or more shareholders or other persons all
      or part of the authority to exercise the corporate powers or to
      manage the business and affairs of the corporation, including the
      resolution of any issue about which there exists a deadlock among
      directors or shareholders.
         g.  Requires dissolution of the corporation at the request of
      one or more of the shareholders or upon the occurrence of a specified
      event or contingency.
         h.  Otherwise governs the exercise of the corporate powers or
      the management of the business and affairs of the corporation or the
      relationship among the shareholders, the directors, and the
      corporation, or among any of them, and is not contrary to public
      policy.
         2.  An agreement authorized by this section must satisfy all of
      the following requirements:
         a.  Be set forth in one of the following places and manners:
         (1)  The articles of incorporation or bylaws and approved by all
      persons who are shareholders at the time of the agreement.
         (2)  In a written agreement that is signed by all persons who are
      shareholders at the time of the agreement and is made known to the
      corporation.
         b.  Be subject to amendment only by all persons who are
      shareholders at the time of the amendment, unless the agreement
      provides otherwise.
         c.  Be valid for ten years, unless the agreement provides
      otherwise.
         3.  The existence of an agreement authorized by this section shall
      be noted conspicuously on the front or back of each certificate for
      outstanding shares or on the information statement required by
      section 490.626, subsection 2.  If at the time of the agreement the
      corporation has shares outstanding represented by certificates, the
      corporation shall recall the outstanding certificates and issue
      substitute certificates that comply with this subsection.  The
      failure to note the existence of the agreement on the certificate or
      information statement shall not affect the validity of the agreement
      or any action taken pursuant to it.  Any purchaser of shares who, at
      the time of purchase, did not have knowledge of the existence of the
      agreement shall be entitled to recision of the purchase.  A purchaser
      shall be deemed to have knowledge of the existence of the agreement
      if its existence is noted on the certificate or information statement
      for the shares in compliance with this subsection and, if the shares
      are not represented by a certificate, the information statement is
      delivered to the purchaser at or prior to the time of purchase of the
      shares.  An action to enforce the right of recision authorized by
      this subsection must be commenced within the earlier of ninety days
      after discovery of the existence of the agreement or two years after
      the time of purchase of the shares.
         4.  An agreement authorized by this section shall cease to be
      effective when shares of the corporation are listed on a national
      securities exchange or regularly traded in a market maintained by one
      or more members of a national or affiliated securities association.
      If the agreement ceases to be effective for any reason, the board of
      directors may, if the agreement is contained or referred to in the
      corporation's articles of incorporation or bylaws, adopt an amendment
      to the articles of incorporation or bylaws, without shareholder
      action, to delete the agreement and any references to it.
         5.  An agreement authorized by this section that limits the
      discretion or powers of the board of directors shall relieve the
      directors of, and impose upon the person or persons in whom such
      discretion or powers are vested, liability for acts or omissions
      imposed by law on directors to the extent that the discretion or
      powers of the directors are limited by the agreement.
         6.  The existence or performance of an agreement authorized by
      this section shall not be a ground for imposing personal liability on
      any shareholder for the acts or debts of the corporation even if the
      agreement or its performance treats the corporation as if it were a
      partnership or results in failure to observe the corporate
      formalities otherwise applicable to the matters governed by the
      agreement.
         7.  Incorporators or subscribers for shares may act as
      shareholders with respect to an agreement authorized by this section
      if no shares have been issued when the agreement is made.  

         2002 Acts, ch 1154, §22, 125; 2002 Acts, ch 1175, §88
         Referred to in § 490.801, 534.504