Iowa Code 490.1005 – Amendment by board of directors
Current as of: 2024 | Check for updates
|
Other versions
Unless the articles of incorporation provide otherwise, a corporation‘s board of directors may adopt amendments to the corporation’s articles of incorporation without shareholder approval for any of the following purposes:
1. To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.
Terms Used In Iowa Code 490.1005
- Articles of incorporation: means the articles of incorporation described in section 490. See Iowa Code 490.140
- Authorized shares: means the shares of all classes a domestic or foreign corporation is authorized to issue. See Iowa Code 490.140
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under section 490. See Iowa Code 490.140
- Shareholder: means a record shareholder. See Iowa Code 490.140
- Shares: means the units into which the proprietary interests in a domestic or foreign corporation are divided. See Iowa Code 490.140
- state: when applied to the different parts of the United States, includes the District of Columbia and the territories, and the words "United States" may include the said district and territories. See Iowa Code 4.1
2. To delete the names and addresses of the initial directors.
3. To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state.
4. If the corporation has only one class of shares outstanding:
a. To change each issued and unissued authorized share of the class into a greater number of whole shares of that class.
b. To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend.
5. To change the corporate name by substituting the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name.
6. To reflect a reduction in authorized shares, as a result of the operation of section 490.631, subsection 2, when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares.
7. To delete a class of shares from the articles of incorporation, as a result of the operation of section 490.631, subsection 2, when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares.
8. To make any change expressly permitted by section 490.602, subsection 1 or 2, to be made without shareholder approval.