§ 504.1002 — Amendment by directors

Iowa § 504.1002

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 504: REVISED IOWA NONPROFIT CORPORATION ACT

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1. Unless the articles of incorporation provide otherwise, a corporation’s board of
directors may adopt amendments to the corporation’s articles of incorporation without
member approval for any of the following purposes:
a. To extend the duration of the corporation if it was incorporated at a time when limited
duration was required by law.
b. To delete the names and addresses of the initial directors.
c. To delete the name and address of the initial registered agent or registered office, if a
statement of change is on file with the secretary of state.
d. To change the corporate name by substituting the word “corporation”, “incorporated”,
“company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, for a similar word or
abbreviation in the name, or by adding, deleting, or changing a geographical attribution to
the name.
e. To make any other change expressly permitted by this subchapter to be made by
director action.
2. If a corporation has no members, its incorporators, until directors have been chosen,
andthereafteritsboardofdirectors, mayadoptoneormoreamendmentstothecorporation’s
articles subject to any approval required pursuant to section 504.1031. The corporation shall
providenoticeofanymeetingatwhichanamendmentistobevotedupon. Thenoticeshallbe
in accordance with section 504.823, subsection 3. The notice must also state that the purpose,
or one of the purposes, of the meeting is to consider a proposed amendment to the articles
and contain or be accompanied by a copy or summary of the amendment or state the general
nature of the amendment. The amendment must be approved by a majority of the directors
in office at the time the amendment is adopted.