House File 844 H-1355 Amend House File 844 as follows: 1 1. By striking page 41, line 25, through page 42, line 1, 2 and inserting: 3 < Sec. ___. NEW SECTION . 490.209 Foreign-trade zone 4 corporation. 5 A domestic corporation may be incorporated or organized 6 under the laws of this state, and a foreign corporation may be 7 registered or authorized to transact business in this state, 8 for the purpose of establishing, operating, and maintaining 9 a foreign-trade zone as defined in 19 U.S.C. §81(a). The 10 domestic or foreign corporation must maintain its principal 11 place of business in this state. The domestic or foreign 12 corporation described in this section has all powers necessary 13 or convenient for applying for a grant of authority to 14 establish, operate, and maintain a foreign-trade zone under 15 19 U.S.C. §81(a) et seq., and regulations promulgated under 16 that law, and for establishing, operating, and maintaining a 17 foreign-trade zone pursuant to that grant of authority. > 18 2. Page 67, by striking lines 1 through 3 and inserting: 19 < Sec. ___. Section 490.702, subsections 1 through 4, Code 20 2021, are amended by striking the subsections and inserting in 21 lieu thereof the following: > 22 3. Page 68, by striking lines 11 through 24 and inserting: 23 < Sec. ___. Section 490.702, subsection 5, Code 2021, is 24 amended to read as follows: 25 5. Notwithstanding subsections 1 through 4 , a public 26 corporation that has a class of equity securities registered 27 pursuant to section 12 of the federal Securities Exchange Act 28 of 1934 is required to hold a special meeting only upon the 29 occurrence of either any of the following: 30 a. On call of its board of directors or the person or 31 persons authorized to call a special meeting by the articles of 32 incorporation or bylaws. 33 b. If the holders of at least fifty percent of all the votes 34 entitled to be cast on any issue proposed to be considered at 35 -1- HF844.1826 (1) 89 da/jh 1/ 12 #1. #2. #3.

the proposed special meeting sign, date, and deliver to the 1 corporation’s secretary one or more written demands for the 2 meeting describing the purpose or purposes for which it is to 3 be held. > 4 4. Page 131, by striking lines 20 through 22 and inserting: 5 < Sec. ___. NEW SECTION . 490.901A Subchapter definitions. > 6 5. Page 237, after line 18 by inserting: 7 < Sec. ___. Section 490.1701, Code 2021, is amended by 8 striking the section and inserting in lieu thereof the 9 following: 10 490.1701 Application of subchapter —— definitions. 11 1. If a corporation elects to become a benefit corporation 12 under this subchapter in the manner prescribed in this 13 subchapter, it is subject in all respects to the provisions 14 of this chapter, except to the extent this subchapter imposes 15 additional or different requirements, in which case such 16 requirements apply. The inclusion of a provision in this 17 subchapter does not imply that a contrary or different rule of 18 law applies to a corporation that is not a benefit corporation. 19 This subchapter does not affect a statute or rule of law that 20 applies to a corporation that is not a benefit corporation. 21 2. As used in this subchapter: 22 a. “Benefit corporation” means a corporation that includes 23 in its articles of incorporation a statement that the 24 corporation is subject to this subchapter. 25 b. “Public benefit” means a positive effect, or reduction of 26 negative effects, on one or more communities or categories of 27 persons or entities, other than shareholders solely in their 28 capacity as shareholders, or on the environment, including 29 effects of an artistic, charitable, economic, educational, 30 cultural, literary, medical, religious, social, ecological, or 31 scientific nature. 32 c. “Public benefit provision” means a provision in the 33 articles of incorporation which states that the corporation 34 shall pursue one or more identified public benefits. 35 -2- HF844.1826 (1) 89 da/jh 2/ 12 #4. #5.

d. “Responsible and sustainable manner” means a manner that 1 does all of the following: 2 (1) Pursues through the business of the corporation the 3 creation of a positive effect on society and the environment, 4 taken as a whole, that is material taking into consideration 5 the corporation’s size and the nature of its business. 6 (2) Considers, in addition to the interests of 7 shareholders, the interests of stakeholders known to be 8 affected by the conduct of the business of the corporation. 9 Sec. ___. Section 490.1702, Code 2021, is amended by 10 striking the section and inserting in lieu thereof the 11 following: 12 490.1702 Name —— share certificates. 13 1. The name of a benefit corporation may contain the 14 words “benefit corporation”, the abbreviation “B.C.”, or the 15 designation “BC”, any of which shall be deemed to satisfy the 16 requirements of section 490.401, subsection 1, paragraph “a” . 17 2. Any share certificate issued by a benefit corporation, 18 and any information statement delivered by a benefit 19 corporation pursuant to section 490.626, subsection 2, 20 must note conspicuously that the corporation is a benefit 21 corporation subject to this subchapter. 22 Sec. ___. Section 490.1703, Code 2021, is amended by 23 striking the section and inserting in lieu thereof the 24 following: 25 490.1703 Certain amendments and transactions —— votes 26 required. 27 1. Unless the articles of incorporation or bylaws require 28 a greater vote, the approval of at least two-thirds of the 29 voting power of the outstanding shares of the corporation 30 entitled to vote thereon, and, if any class or series of shares 31 is entitled to vote as a separate group on any such amendment 32 or transaction, the approval of at least two-thirds of the 33 outstanding shares of each such separate voting group entitled 34 to vote thereon, shall be required for a corporation that is 35 -3- HF844.1826 (1) 89 da/jh 3/ 12

not a benefit corporation to do any of the following: 1 a. Amend its articles of incorporation to include a 2 statement that it is subject to this subchapter. 3 b. Merge with or into, or enter into a share exchange with, 4 another entity, or effect a domestication or conversion, if, 5 as a result of the merger, share exchange, domestication, or 6 conversion, the shares of any voting group would become, or be 7 converted into or exchanged for the right to receive, shares 8 of a benefit corporation or shares or interests in an entity 9 subject to provisions of organic law analogous to those in 10 this subchapter; provided, however, that in the case of this 11 paragraph “b” , if the shares of one or more, but not all, 12 voting groups are so affected, then only the shares in the 13 voting groups so affected shall be entitled to vote under this 14 subsection. 15 2. Unless the articles of incorporation or bylaws require a 16 greater vote, the approval of at least two-thirds of the voting 17 power of the outstanding shares of the corporation entitled 18 to vote thereon and, if any class or series of shares is 19 entitled to vote as a separate group on any such amendment or 20 transaction, the approval of at least two-thirds of the voting 21 power of the outstanding shares of each such separate voting 22 group, shall be required for a benefit corporation to do any 23 of the following: 24 a. Amend its articles of incorporation to eliminate a 25 statement that the corporation is subject to this subchapter. 26 b. Merge with or into, or enter into a share exchange with, 27 another entity, or effect a domestication or conversion if, 28 as a result of the merger, share exchange, domestication, or 29 conversion, the shares of any voting group would become, or be 30 converted into or exchanged for the right to receive, shares or 31 interests in an entity that is neither a benefit corporation 32 nor an entity subject to provisions of organic law analogous to 33 those in this subchapter; provided, however, that in the case 34 of this paragraph “b” , if the shares of one or more, but not 35 -4- HF844.1826 (1) 89 da/jh 4/ 12

all, voting groups are so affected, then only the shares in the 1 voting groups so affected shall be entitled to vote under this 2 subsection. 3 3. The vote required under subsections 1 and 2 is in 4 addition to any vote otherwise required under this chapter. 5 Sec. ___. NEW SECTION . 490.1704 Duties of directors. 6 1. Each member of the board of directors of a benefit 7 corporation, when discharging the duties of a director, shall 8 act according to all of the following: 9 a. In a responsible and sustainable manner. 10 b. In a manner that pursues the public benefit or benefits 11 identified in any public benefit provision. 12 2. In fulfilling the duties under subsection 1, a director 13 shall consider, to the extent affected, in addition to the 14 interests of shareholders generally, the separate interests 15 of stakeholders known to be affected by the business of the 16 corporation including all of the following: 17 a. The employees and workforces of the corporation, its 18 subsidiaries, and its suppliers. 19 b. Customers. 20 c. Communities or society, including those of each community 21 in which offices or facilities of the corporation, its 22 subsidiaries, or its suppliers are located. 23 d. The local and global environment. 24 3. A director of a benefit corporation shall not, by virtue 25 of the duties imposed by subsections 1 and 2, owe any duty to a 26 person other than the benefit corporation due to any interest 27 of the person in the status of the corporation as a benefit 28 corporation or in any public benefit provision. 29 4. Unless otherwise provided in the articles of 30 incorporation, the violation by a director of the duties 31 imposed by subsections 1 and 2 shall not constitute an 32 intentional infliction of harm on the corporation or the 33 shareholders for the purposes of sections 490.202, subsection 34 2, paragraphs “d” and “e” . 35 -5- HF844.1826 (1) 89 da/jh 5/ 12

Sec. ___. NEW SECTION . 490.1705 Annual benefit report. 1 1. No less than annually, a benefit corporation shall 2 prepare a benefit report addressing the efforts of the 3 corporation during the preceding year to operate in a 4 responsible and sustainable manner, to pursue any public 5 benefit or benefits identified in any public benefit provision, 6 and to consider the interests described in section 490.1704, 7 subsection 2. The annual benefit report must include all of 8 the following: 9 a. The objectives that the board of directors has 10 established for the corporation to operate in a responsible and 11 sustainable manner, to pursue any public benefit or benefits 12 identified in any public benefit provision, and to consider the 13 interests described in section 490.1704, subsection 2. 14 b. The standards the board of directors has adopted 15 to measure the corporation’s progress in operating in a 16 responsible and sustainable manner, in pursuing the public 17 benefit or benefits identified in any public benefit provision, 18 and in considering the interests described in section 490.1704, 19 subsection 2. 20 c. If the articles of incorporation or bylaws require 21 that the corporation use an independent third-party standard 22 in reporting on the corporation’s progress in operating in a 23 responsible and sustainable manner, in pursuing any public 24 benefit or benefits identified in any public benefit provision, 25 or in considering the interests described in section 490.1704, 26 subsection 2, or if the board of directors has chosen to use 27 such a standard, the applicable standard so required or chosen. 28 d. An assessment of the corporation’s success in meeting 29 the objectives and standards identified in paragraphs “a” and 30 “b” , and, if applicable, paragraph “c” , and the basis for that 31 assessment. 32 2. The benefit corporation shall deliver to each 33 shareholder, or make available and provide written notice to 34 each shareholder of the availability of, the annual benefit 35 -6- HF844.1826 (1) 89 da/jh 6/ 12

report required by subsection 1 on or before the earlier of the 1 following: 2 a. One hundred twenty days following the end of the fiscal 3 year of the benefit corporation. 4 b. The time that the benefit corporation delivers any 5 other annual reports or annual financial statements to its 6 shareholders. 7 3. Any shareholder that has not received or been given 8 access to an annual benefit report within the time required by 9 subsection 2 may make a written request that the corporation 10 deliver or make available the annual benefit report to the 11 shareholder. If a benefit corporation does not deliver or make 12 available an annual benefit report to the shareholder within 13 five business days of receiving such request, the requesting 14 shareholder may apply to the district court of the county 15 where the corporation’s principal office or, if none in this 16 state, its registered office, is located for an order requiring 17 delivery of or access to the annual benefit report. The court 18 shall dispose of an action under this subsection 3 on an 19 expedited basis. 20 4. A benefit corporation shall post all of its annual 21 benefit reports on the public portion of its internet site, 22 if any. If a benefit corporation does not have an internet 23 site, the benefit corporation shall provide a copy of its most 24 recent annual benefit report, without charge, to any person 25 that requests a copy in writing. 26 Sec. ___. NEW SECTION . 490.1706 Rights of action. 27 1. Except in a proceeding authorized under section 28 490.1705, subsection 3, or this section, no person other 29 than the corporation, or a shareholder in the right of the 30 corporation pursuant to subsection 2, may bring an action 31 or assert a claim with respect to the violation of any duty 32 applicable to a benefit corporation or any of its directors 33 under this subchapter. 34 2. Except for a proceeding brought under section 490.1705, 35 -7- HF844.1826 (1) 89 da/jh 7/ 12

subsection 3, a proceeding by a shareholder of a benefit 1 corporation claiming violation of any duty applicable to 2 a benefit corporation or any of its directors under this 3 subchapter is subject to all of the following: 4 a. The proceeding must be brought in a derivative proceeding 5 pursuant to subchapter VII, part 4. 6 b. The proceeding may be brought only by a shareholder 7 of the benefit corporation that at the time of the act or 8 omission complained of either individually, or together with 9 other shareholders bringing such action collectively, owned 10 directly or indirectly at least five percent of a class of 11 the corporation’s outstanding shares or, in the case of a 12 corporation with shares traded on an organized market as 13 described in section 490.1302, subsection 2, paragraph “a” , 14 subparagraph (2), either that percentage of shares or shares 15 with a market value of at least five million dollars at the 16 time the proceeding is commenced. 17 3. A suit under subsection 2 shall not be maintained if, 18 during the pendency of the suit, the shareholder individually 19 fails, or the shareholders collectively fail, to continue to 20 own directly or indirectly the lesser of the number of shares 21 owned at the time the proceeding is commenced or five percent 22 of a class of the corporation’s shares. > 23 6. Page 237, by striking lines 19 through 22 and inserting: 24 < Sec. ___. NEW SECTION . 490.1801 Application to existing 25 domestic corporations. > 26 7. By striking page 239, line 33, through page 240, line 1, 27 and inserting: 28 < Sec. ___. NEW SECTION . 490.1802 Application to existing 29 foreign corporations. > 30 8. Page 240, by striking lines 7 through 10 and inserting: 31 < Sec. ___. NEW SECTION . 490.1803 Savings provisions. > 32 9. Page 240, line 27, by striking < 490.1704 > and inserting 33 < 490.1804 > 34 10. Page 241, after line 5 by inserting: 35 -8- HF844.1826 (1) 89 da/jh 8/ 12 #6. #7. #8. #9. #10.

< ___. Section 490.901A, as enacted in this division of this 1 Act, to section 490.901. > 2 11. Page 243, line 4, by striking < 490.1704 > and inserting 3 < 490.1706 > 4 12. Page 243, after line 4 by inserting: 5 < 18. Subchapter XVIII, including sections 490.1801 through 6 490.1804. > 7 13. Page 244, after line 14 by inserting: 8 < Sec. ___. Section 496C.14, subsection 5, Code 2021, is 9 amended to read as follows: 10 5. Notwithstanding subsections 1 through 4 , purchase by 11 the corporation is not required upon the occurrence of any 12 event other than death of a shareholder if the corporation 13 is dissolved or voluntarily elects to adopt the provisions 14 of the Iowa business corporation Act, as provided in section 15 490.1701 490.1801 , subsection 2 , within sixty days after the 16 occurrence of the event. The articles of incorporation or 17 bylaws may provide that purchase is not required upon the death 18 of a shareholder if the corporation is dissolved within sixty 19 days after the death. Notwithstanding subsections 1 through 4 , 20 purchase by the corporation is not required upon the death of a 21 shareholder if the corporation voluntarily elects to adopt the 22 provisions of the Iowa business corporation Act, as provided 23 in section 490.1701 490.1801 , subsection 2 , within sixty days 24 after death. 25 Sec. ___. Section 496C.19, Code 2021, is amended to read as 26 follows: 27 496C.19 Dissolution or liquidation. 28 Violation of any provision of this chapter by a professional 29 corporation or any of its shareholders, directors, or officers 30 shall be cause for its involuntary dissolution, or liquidation 31 of its assets and business by the district court, as provided 32 in the Iowa business corporation Act, chapter 490 . Upon the 33 death of the last remaining shareholder of a professional 34 corporation, or whenever the last remaining shareholder is not 35 -9- HF844.1826 (1) 89 da/jh 9/ 12 #11. #12. #13.

licensed or ceases to be licensed to practice in this state a 1 profession which the corporation is authorized to practice, 2 or whenever any person other than the shareholder of record 3 becomes entitled to have all shares of the last remaining 4 shareholder of the corporation transferred into that person’s 5 name or to exercise voting rights, except as a proxy, with 6 respect to such shares, the corporation shall not practice 7 any profession and it shall either be promptly dissolved or 8 shall promptly elect to adopt the provisions of the Iowa 9 business corporation Act, as provided in section 490.1701 10 490.1801 , subsection 2 . However, if prior to such dissolution 11 all outstanding shares of the corporation are acquired by 12 one or more persons licensed to practice in this state a 13 profession which the corporation is authorized to practice, 14 the corporation need not be dissolved and may practice the 15 profession as provided in this chapter . > 16 14. Page 245, after line 35 by inserting: 17 < Sec. ___. Section 515G.3, subsection 2, Code 2021, is 18 amended to read as follows: 19 2. A plan of conversion for an insurer organized on 20 the mutual plan under chapter 491 , shall also provide for 21 conversion to a stock company as follows: the insurer 22 organized on the mutual plan under chapter 491 shall amend 23 its articles pursuant to chapter 491 as necessary to become 24 a stock company, and shall immediately convert to a chapter 25 490 corporation as provided in section 490.1701 490.1801 upon 26 becoming a stock company. > 27 15. Page 246, by striking lines 2 through 4 and inserting: 28 < EFFECTIVE DATES 29 Sec. ___. EFFECTIVE DATE. 30 1. Except as provided in subsection 2, this division of this 31 Act takes effect January 1, 2022. 32 2. The following sections of this division of this Act, 33 being deemed of immediate importance, take effect upon 34 enactment: 35 -10- HF844.1826 (1) 89 da/jh 10/ 12 #14. #15.

a. The section of this division of this Act amending section 1 490.701. 2 b. The section of this division of this Act amending section 3 490.702, subsections 1 through 4. 4 c. The section of this division of this Act amending section 5 490.709. > 6 16. Page 253, after line 29 by inserting: 7 < PART ___ 8 EFFECTIVE DATE > 9 17. Page 259, after line 8 by inserting: 10 < DIVISION ___ 11 FOREIGN-TRADE ZONE CORPORATIONS 12 Sec. ___. Section 490.901, Code 2021, is amended to read as 13 follows: 14 490.901 Foreign-trade zone corporation. 15 1. A domestic corporation may be incorporated or organized 16 under the laws of this state , and a foreign corporation may be 17 authorized or registered to transact business in this state, 18 for the purpose of establishing, operating, and maintaining 19 a foreign-trade zone as defined in 19 U.S.C. §81(a). The 20 domestic or foreign corporation must maintain its principal 21 place of business in this state. A The domestic or foreign 22 corporation organized for the purposes set forth in this 23 section described in this section has all powers necessary or 24 convenient for applying for a grant of authority to establish, 25 operate, and maintain a foreign-trade zone under 19 U.S.C. 26 §81(a) et seq., and regulations promulgated under that law, and 27 for establishing, operating, and maintaining a foreign-trade 28 zone pursuant to that grant of authority. 29 2. This section is repealed on January 1, 2022. 30 Sec. ___. Section 491.36, Code 2021, is amended to read as 31 follows: 32 491.36 Foreign-trade zone corporation. 33 A domestic corporation may be incorporated or organized 34 under the laws of this state , and a foreign corporation may be 35 -11- HF844.1826 (1) 89 da/jh 11/ 12 #16. #17.

authorized or registered to transact business in this state, 1 for the purpose of establishing, operating, and maintaining a 2 foreign-trade zone as defined in 19 U.S.C. §81a. The domestic 3 or foreign corporation must maintain its principal place of 4 business in this state. A The domestic or foreign corporation 5 organized for the purposes set forth in this section described 6 in this section has all powers necessary or convenient for 7 applying for a grant of authority to establish, operate, and 8 maintain a foreign-trade zone under the provisions of 19 9 U.S.C. §81a, et seq., and rules promulgated thereunder under 10 that law , and for establishing, operating, and maintaining a 11 foreign-trade zone pursuant to that grant of authority. 12 Sec. ___. NEW SECTION . 504.208 Foreign-trade zone 13 corporation. 14 A domestic corporation may be incorporated or organized 15 under the laws of this state, and a foreign corporation may be 16 authorized or registered to transact business in this state, 17 for the purpose of establishing, operating, and maintaining 18 a foreign-trade zone as defined in 19 U.S.C. §81(a). The 19 domestic or foreign corporation must maintain its principal 20 place of business in this state. The domestic or foreign 21 corporation described in this section has all powers necessary 22 or convenient for applying for a grant of authority to 23 establish, operate, and maintain a foreign-trade zone under 24 19 U.S.C. §81(a) et seq., and regulations promulgated under 25 that law, and for establishing, operating, and maintaining a 26 foreign-trade zone pursuant to that grant of authority. 27 Sec. ___. EFFECTIVE DATE. This division of this Act, being 28 deemed of immediate importance, takes effect upon enactment. > 29 18. By renumbering, redesignating, and correcting internal 30 references as necessary. 31 ______________________________ LOHSE of Polk -12- HF844.1826 (1) 89 da/jh 12/ 12 #18.