§ 490.1703 — Certain amendments and transactions — votes required

Iowa § 490.1703

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 490: BUSINESS CORPORATIONS

Text

1. Unless the articles of incorporation or bylaws require a greater vote, the approval of at
least two-thirds of the voting power of the outstanding shares of the corporation entitled to
vote thereon, and, if any class or series of shares is entitled to vote as a separate group on
any such amendment or transaction, the approval of at least two-thirds of the outstanding
shares of each such separate voting group entitled to vote thereon, shall be required for a
corporation that is not a benefit corporation to do any of the following:
a. Amend its articles of incorporation to include a statement that it is subject to this
subchapter.
b. Merge with or into, or enter into a share exchange with, another entity, or effect a
domestication or conversion, if, as a result of the merger, share exchange, domestication, or
conversion, the shares of any voting group would become, or be converted into or exchanged
for the right to receive, shares of a benefit corporation or shares or interests in an entity
subjecttoprovisionsoforganiclawanalogoustothoseinthissubchapter; provided, however,
that in the case of this paragraph “b”, if the shares of one or more, but not all, voting groups
are so affected, then only the shares in the voting groups so affected shall be entitled to vote
under this subsection.
2. Unless the articles of incorporation or bylaws require a greater vote, the approval of
at least two-thirds of the voting power of the outstanding shares of the corporation entitled
to vote thereon and, if any class or series of shares is entitled to vote as a separate group on
any such amendment or transaction, the approval of at least two-thirds of the voting power
of the outstanding shares of each such separate voting group, shall be required for a benefit
corporation to do any of the following:
a. Amend its articles of incorporation to eliminate a statement that the corporation is
subject to this subchapter.
b. Merge with or into, or enter into a share exchange with, another entity, or effect a
domestication or conversion if, as a result of the merger, share exchange, domestication, or
conversion, the shares of any voting group would become, or be converted into or exchanged
for the right to receive, shares or interests in an entity that is neither a benefit corporation nor
an entity subject to provisions of organic law analogous to those in this subchapter; provided,
however, that in the case of this paragraph “b”, if the shares of one or more, but not all, voting
groups are so affected, then only the shares in the voting groups so affected shall be entitled
to vote under this subsection.
3. The vote required under subsections 1 and 2 is in addition to any vote otherwise
required under this chapter.