Iowa Code 490.602 – Terms of class or series determined by board of directors
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1. If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to do any of the following:
a. Classify any unissued shares into one or more classes or into one or more series within a class.
b. Reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes.
c. Reclassify any unissued shares of any series of any class into one or more classes or into one or more series within a class.
Terms Used In Iowa Code 490.602
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- 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.
- 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. If the board of directors acts pursuant to subsection 1, it shall determine the terms, including the preferences, rights, and limitations, to the same extent permitted under section 490.601, of any of the following:
a. Any class of shares before the issuance of any shares of that class.
b. Any series within a class before the issuance of any shares of that series.
3. Before issuing any shares of a class or series created under this section, the corporation shall deliver to the secretary of state for filing articles of amendment setting forth the terms determined under subsection 1.