Iowa Code § 490.1005
Amendment by board of directors
Redline — January 1, 2012 → current.View current text →
Current — January 1, 2013
As of January 1, 2012
Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt amendments to the corporation’s articles of incorporation without shareholder approval for any of the following purposes:
Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt amendments to the corporation’s articles of incorporation without shareholder approval for any of the following purposes:
1. To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.
1. To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.
2. To delete the names and addresses of the initial directors.
2. To delete the names and addresses of the initial directors.
3. 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.
3. 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.
4. If the corporation has only one class of shares outstanding:
4. If the corporation has only one class of shares outstanding:
a. To change each issued and unissued authorized share of the class into a greater number of whole shares of that class.
a. To change each issued and unissued authorized share of the class into a greater number of whole shares of that class.
b. To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend.
b. To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend.
5. 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 for the name.
5. 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 for the name.
6. To reflect a reduction in authorized shares, as a result of the operation of section 490.631, subsection 2, when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares.
6. To reflect a reduction in authorized shares, as a result of the operation of section 490.631, subsection 2, when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares.
7. To delete a class of shares from the articles of incorporation, as a result of the operation of section 490.631, subsection 2, when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares.
7. To delete a class of shares from the articles of incorporation, as a result of the operation of section 490.631, subsection 2, when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares.
8. To make any change expressly permitted by section 490.602, subsection 1 or 2, to be made without shareholder approval.
8. To make any change expressly permitted by section 490.602, subsection 1 or 2, to be made without shareholder approval.
89 Acts, ch 288, §113; 2002 Acts, ch 1154, §58, 125; 2007 Acts, ch 140, §7
89 Acts, ch 288, §113; 2002 Acts, ch 1154, §58, 125; 2007 Acts, ch 140, §7
Referred to in
Official source: Iowa Legislature. Reproduced from public-domain Iowa statutes; confirm against the official source for the current text. Not legal advice.