Iowa Code 490.729 – Inspectors of election
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1. A corporation that has a class of equity securities registered pursuant to section 12 of the federal Securities Exchange Act of 1934 shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders in connection with determining voting results. Each inspector shall verify in writing that the inspector will faithfully execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability. An inspector may be an officer or employee of the corporation. The inspectors may appoint or retain other persons to assist the inspectors in the performance of the duties of inspector under subsection 2, and may rely on information provided by such persons and other persons, including those appointed to tabulate votes, unless the inspectors believe reliance is unwarranted.
Terms Used In Iowa Code 490.729
- 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.
- Employee: includes an officer but not a director. See Iowa Code 490.140
- Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- 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
- Person: means a person as defined in section 4. See Iowa Code 490.140
- Proceeding: includes a civil suit and criminal, administrative, and investigatory action. See Iowa Code 490.140
- Record shareholder: means any of the following:a. 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
- Voting power: means the current power to vote in the election of directors. See Iowa Code 490.140
- written: means any information in the form of a document. See Iowa Code 490.140
2. The inspectors shall do all of the following:a. Ascertain the number of shares outstanding and the voting power of each.b. Determine the shares represented at a meeting.c. Determine the validity of proxy appointments and ballots.d. Count all votes.e. Make a written report of the results.3. In performing their duties, the inspectors may examine any of the following:a. The proxy appointment forms and any other information provided in accordance with section 490.722, subsection 2.b. Any envelope or related writing submitted with those appointment forms.c. Any ballots.d. Any evidence or other information specified in section 490.724.e. The relevant books and records of the corporation relating to its shareholders and their entitlement to vote, including any securities position list provided by a depository clearing agency.4. a. The inspectors also may consider other information that they believe is relevant and reliable for the purpose of performing any of the duties assigned to them pursuant to subsection 2, including for all of the following purposes:(1) Evaluating inconsistent, incomplete, or erroneous information.(2) Reconciling information submitted on behalf of banks, brokers, their nominees, or similar persons that indicates more votes being cast than a proxy authorized by the record shareholder is entitled to cast.b. If the inspectors consider other information allowed by this subsection, they shall in their report under subsection 2 specify the information considered by them, including the purpose or purposes for which the information was considered, the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained, and the basis for the inspectors’ belief that such information is relevant and reliable.5. Determinations of law by the inspectors of election are subject to de novo review by a court in a proceeding under section 490.749 or other judicial proceeding.