This text of Iowa § 504.1103 (Action on plan by board, members, and third persons) is published on Counsel Stack Legal Research, covering Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
1.Unless this chapter, the articles, bylaws, or the board of directors or members acting
pursuant to subsection 3 require a greater vote or voting by class, or the articles or bylaws
impose other requirements, a plan of merger for a corporation must be approved by all of the
following to be adopted:
b.The members, if any, by two-thirds of the votes cast or a majority of the voting power,
whichever is less.
c.In writing by any person or persons whose approval is required by a provision of the
articles authorized by section 504.1031 for an amendment to the articles or bylaws.
2.If the corporation does not have members, the merger must be approved by a majority
of the directors in office at the time the merger is approved. In addition, the corporation
shall provide notice of
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1. Unless this chapter, the articles, bylaws, or the board of directors or members acting
pursuant to subsection 3 require a greater vote or voting by class, or the articles or bylaws
impose other requirements, a plan of merger for a corporation must be approved by all of the
following to be adopted:
a. The board.
b. The members, if any, by two-thirds of the votes cast or a majority of the voting power,
whichever is less.
c. In writing by any person or persons whose approval is required by a provision of the
articles authorized by section 504.1031 for an amendment to the articles or bylaws.
2. If the corporation does not have members, the merger must be approved by a majority
of the directors in office at the time the merger is approved. In addition, the corporation
shall provide notice of any directors’ meeting at which such approval is to be obtained 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 the proposed merger.
3. The board may condition its submission of the proposed merger, and the members may
condition their approval of the merger, on receipt of a higher percentage of affirmative votes
or on any other basis.
4. If the board seeks to have the plan approved by the members at a membership meeting,
the corporation shall give notice to its members of the proposed membership meeting in
accordance with section 504.705. The notice must also state that the purpose, or one of the
purposes, ofthemeetingistoconsidertheplanofmergerandcontainorbeaccompaniedbya
copy or summary of the plan. The copy or summary of the plan for members of the surviving
corporation shall include any provision that, if contained in a proposed amendment to the
articles of incorporation or bylaws, would entitle members to vote on the provision. The copy
or summary of the plan for members of the disappearing corporation shall include a copy or
summary of the articles and bylaws which will be in effect immediately after the merger takes
effect.
5. If the board seeks to have the plan approved by the members by written consent or
written ballot, the material soliciting the approval shall contain or be accompanied by a copy
or summary of the plan. The copy or summary of the plan for members of the surviving
corporation shall include any provision that, if contained in a proposed amendment to the
articles of incorporation or bylaws, would entitle members to vote on the provision. The copy
or summary of the plan for members of the disappearing corporation shall include a copy or
summary of the articles and bylaws which will be in effect immediately after the merger takes
effect.
6. Voting by a class of members is required on a plan of merger if the plan contains a
provision that, if contained in a proposed amendment to articles of incorporation or bylaws,
would entitle the class of members to vote as a class on the proposed amendment under
section504.1004or504.1023. Theplanmustbeapprovedbyaclassofmembersbytwo-thirds
of the votes cast by the class or a majority of the voting power of the class, whichever is less.
7. After a merger is adopted, and at any time before articles of merger are filed, the
planned merger may be abandoned subject to any contractual rights without further action
by members or other persons who approved the plan in accordance with the procedure set
forth in the plan of merger or, if none is set forth, in the manner determined by the board
of directors.