§ 496B.12 — Articles amended

Iowa § 496B.12

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 496B: ECONOMIC DEVELOPMENT CORPORATIONS

Text

1. The articles of incorporation of any development corporation may be amended by the
votes of the shareholders and the members thereof voting separately by classes.
2. Anyamendmentshallrequireapprovalbytheaffirmativevoteoftwo-thirdsofthevotes
to which the shareholders shall be entitled and two-thirds of the votes to which the members
shall be entitled. No amendment, however, shall be made which:
a. Is inconsistent with this chapter.
b. Authorizes any additional class or classes of shares of capital stock.
c. Eliminates or curtails the authority of the authority with respect to the corporation.
3. Without the consent of each of the members affected, no amendment shall be made
which does any of the following:
a. Increases the obligation of a member to make loans to the corporation.
b. Makes any change in the principal amount, interest rate, maturity date, or in the
security or credit position of any outstanding loan of a member to the corporation.
c. Affects a member’s right to withdraw from membership, as provided herein.
d. Affects a member’s voting rights in the corporation.
4. Within thirty days after any meeting at which amendment of any such articles has
been adopted, articles of amendment signed and sworn to by the president, secretary, and
majority of the directors, setting forth such amendment and the due adoption thereof, shall
be submitted to the director of the authority who shall examine them, and if the director
finds that they conform to the requirements of this chapter, shall so certify and endorse
the director’s approval thereof. Thereupon, the articles of amendment shall be filed in the
office of the secretary of state in the manner set forth and as provided in the Iowa business
corporation Act, chapter 490, and no such amendment shall take effect until such articles of
amendment shall have been approved and filed as aforesaid.
5. Within sixty days after the effective date of any legislative amendment affecting the
rights and obligations of the members and shareholders or otherwise affecting the articles
of incorporation, the approval of such legislative amendments shall be voted on by the
shareholders and the members of the development corporation at a meeting duly called
for that purpose. If such legislative amendment is not approved by the affirmative vote
of two-thirds of the votes to which such shareholders shall be entitled and two-thirds of
the votes to which such members shall be entitled, any such member voting against the
§496B.12, ECONOMIC DEVELOPMENT CORPORATIONS 6
approval of such legislative amendment shall have the right to withdraw from membership
as provided in this chapter.
6. Within thirty days after any meeting at which a legislative amendment affecting the
articles of incorporation of a development corporation has been voted on, a certificate filed
and sworn to by the secretary or other recording officer of such corporation setting forth
the action taken at such meeting with respect to such amendment shall be submitted to the
director of the authority and upon receipt of such approval shall be filed in the office of the
secretary of state.

Legislative History

[C66, 71, 73, 75, 77, 79, 81, §496B.12]