Iowa Code 490.206 – Bylaws
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1. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
Terms Used In Iowa Code 490.206
- Articles of incorporation: means the articles of incorporation described in section 490. 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.
- Expenses: means reasonable expenses of any kind, including reasonable fees and expenses of counsel and experts, that are incurred in connection with a matter. See Iowa Code 490.140
- 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
- Record date: means the date fixed for determining the identity of the corporation's shareholders and their shareholdings for purposes of this chapter. See Iowa Code 490.140
- Shareholder: means a record shareholder. See Iowa Code 490.140
2. The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation.
3. The bylaws may contain any of the following provisions:
a. A requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to such procedures or conditions as are provided in the bylaws, one or more individuals nominated by a shareholder in addition to individuals nominated by the board of directors.
b. A requirement that the corporation reimburse the expenses incurred by a shareholder in soliciting proxies or consents in connection with an election of directors, to the extent and subject to such procedures and conditions as are provided in the bylaws, provided that no bylaw so adopted shall apply to elections for which any record date precedes its adoption.
4. Notwithstanding section 490.1020, subsection 2, paragraph “b”, the shareholders in amending, repealing, or adopting a bylaw described in subsection 3 shall not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in or to add any procedure or condition to such a bylaw to provide for a reasonable, practical, and orderly process.