Senate File 2303 S-5098 Amend Senate File 2303 as follows: 1 1. By striking everything after the enacting clause and 2 inserting: 3 < DIVISION I 4 SHAREHOLDER NOTICES, LISTS, AND RECORDS 5 Section 1. Section 490.140, Code 2022, is amended by adding 6 the following new subsections: 7 NEW SUBSECTION . 12A. “Electronic mail” means an electronic 8 transmission directed to a unique electronic mail address. 9 NEW SUBSECTION . 12B. “Electronic mail address” means a 10 destination, commonly expressed as a string of characters, 11 consisting of a unique user name or mailbox, commonly referred 12 to as the “local part” of the address, and a reference to an 13 internet domain, commonly referred to as the “domain part” of 14 the address, whether or not displayed, to which electronic mail 15 may be sent or delivered. 16 Sec. 2. Section 490.141, Code 2022, is amended to read as 17 follows: 18 490.141 Notices and other communications. 19 1. A notice under this chapter must be in writing unless 20 oral notice is reasonable in the circumstances. Unless 21 otherwise agreed between the sender and the recipient, words 22 in a notice or other communication under this chapter must be 23 in English. 24 2. A notice or other communication may be given by 25 any method of delivery, except that a notice or other 26 communication by electronic transmissions transmission must be 27 in accordance with this section . If the methods of delivery 28 are impracticable, a notice or other communication from a 29 corporation may be given by means of a broad nonexclusionary 30 distribution to the public, which may include a newspaper 31 of general circulation in the area where published; radio, 32 television, or other form of public broadcast communication; 33 or other methods of distribution that the corporation has 34 previously identified to its shareholders. 35 -1- SF 2303.3815 (1) 89 (amending this SF 2303 to CONFORM to HF 2469) da/jh 1/ 12 #1.

3. A notice or other communication to a domestic corporation 1 or to a registered foreign corporation registered to do 2 business in this state may be delivered to the corporation’s 3 registered agent at its registered office or to the secretary 4 at the corporation’s principal office shown in its most recent 5 biennial report required by section 490.1621 or, in the case 6 of a foreign corporation that has not yet delivered a biennial 7 report, in its foreign registration statement. 8 4. A notice or other communication from a corporation 9 to a shareholder may be delivered by electronic mail to the 10 electronic mail address for a shareholder required to be 11 included in the record of shareholders maintained pursuant 12 to section 490.1601, subsection 4, unless the shareholder 13 has previously notified the corporation in writing that 14 the shareholder objects to receiving notices and other 15 communication by electronic mail. Any notice or other 16 communication may be delivered to a shareholder by another form 17 of electronic transmission if consented to by the shareholder 18 or if authorized by subsection 10. Any notice or other 19 communication from the corporation to any other person may be 20 delivered by electronic transmission if consented to by the 21 recipient or if authorized by subsection 10 . 22 5. Any consent given under this subsection 4 or subsection 23 10 may be revoked with respect to future notices or 24 communications by the person who consented by giving written 25 or electronic notice to the person to whom the consent was 26 delivered. Any such consent is deemed revoked 27 5. A notice or other communication shall no longer be 28 delivered to an electronic mail address or other electronic 29 transmission address pursuant to subsection 4, if all of the 30 following apply: 31 a. The corporation is unable to deliver two consecutive 32 electronic transmissions given by the corporation in 33 accordance with such consent receives notice from the 34 information processing system into which such notice or other 35 -2- SF 2303.3815 (1) 89 (amending this SF 2303 to CONFORM to HF 2469) da/jh 2/ 12

communication was entered that two consecutive notices or 1 other communications given by electronic transmission have 2 not been delivered to the electronic mail address or other 3 electronic transmission address to which such notice or other 4 communication was directed . 5 b. Such inability notice of nondelivery becomes known to the 6 secretary , or an assistant secretary or to the transfer agent, 7 or other another person responsible for the giving of notice 8 notices or other communications for the corporation ; provided, 9 however, that the inadvertent failure to treat such inability 10 as a revocation recognize such notice of nondelivery as a 11 cessation of authority to provide a shareholder with notice 12 by electronic mail or other electronic transmission shall not 13 invalidate any meeting or other action. 14 6. Unless otherwise agreed between the sender and the 15 recipient, an a notice or other communication by electronic 16 transmission is received when all of the following apply: 17 a. The electronic transmission enters an information 18 processing system that the recipient has designated or uses 19 for the purposes of receiving electronic transmissions or 20 information of the type sent, and from which the recipient is 21 able to retrieve the directed to any of the following: 22 (1) In the case of a shareholder, the electronic mail 23 address for the shareholder required to be included in the 24 record of shareholders maintained pursuant to section 490.1601, 25 subsection 4, or other electronic transmission address at 26 which the shareholder has consented to receive notice or other 27 communications by electronic transmission . 28 (2) In the case of any other recipient, the electronic 29 transmission address at which the recipient has consented 30 to receive notice or other communications by electronic 31 transmission. 32 b. The electronic transmission is in a form capable of being 33 processed by that system. 34 7. Receipt of an electronic acknowledgment from an 35 -3- SF 2303.3815 (1) 89 (amending this SF 2303 to CONFORM to HF 2469) da/jh 3/ 12

information processing system described in subsection 6 , 1 paragraph “a” , establishes that an electronic transmission was 2 received but, by itself, does not establish that the content 3 sent corresponds to the content received. 4 8. An electronic transmission is received under this 5 section even if no person is aware of its receipt. 6 9. A notice or other communication, if in a comprehensible 7 form or manner, is effective at the earliest of the following: 8 a. If in a physical form, the earliest of when it is 9 actually received, or when it is left at any of the following: 10 (1) A shareholder’s address shown on included in the 11 corporation’s record of shareholders maintained by the 12 corporation under pursuant to section 490.1601, subsection 4 . 13 (2) A director’s residence or usual place of business. 14 (3) The domestic or registered foreign corporation’s 15 principal office. 16 b. If mailed by United States mail postage prepaid and 17 correctly addressed to a shareholder at the shareholder’s 18 address included in the record of shareholders pursuant to 19 section 490.1601, subsection 4 , upon deposit in the United 20 States mail. 21 c. If mailed by United States mail postage prepaid and 22 correctly addressed to a recipient other than a shareholder, at 23 the address included in the corporation’s records the earliest 24 of when it is actually received, or as follows: 25 (1) If sent by registered or certified mail, return receipt 26 requested, the date shown on the return receipt signed by or on 27 behalf of the addressee. 28 (2) Five days after it is deposited in the United States 29 mail. 30 d. If an electronic transmission, when it is received as 31 provided in subsection 6 . 32 e. If oral, when communicated. 33 10. A notice or other communication may be in the form of 34 an electronic transmission that cannot be directly reproduced 35 -4- SF 2303.3815 (1) 89 (amending this SF 2303 to CONFORM to HF 2469) da/jh 4/ 12

in paper form by the recipient through an automated process 1 used in conventional commercial practice only if all of the 2 following apply: 3 a. The electronic transmission is otherwise retrievable in 4 perceivable form. 5 b. The sender and the recipient have consented in writing to 6 the use of such form of electronic transmission. 7 11. If this chapter prescribes requirements for notices 8 or other communications in particular circumstances, those 9 requirements govern. If articles of incorporation or bylaws 10 prescribe requirements for notices or other communications, 11 not inconsistent with this section or other provisions of 12 this chapter , those requirements govern. The articles of 13 incorporation or bylaws may authorize or require delivery of 14 notices of meetings of directors by electronic transmission. 15 12. In the event that any provisions of this chapter are 16 deemed to modify, limit, or supersede the federal Electronic 17 Signatures in Global and National Commerce Act, 15 U.S.C. 18 §§7001 §7001 et seq., the provisions of this chapter shall 19 control to the maximum extent permitted by section 102(a)(2) of 20 that federal Act. 21 13. a. Whenever notice would otherwise be required to 22 be given under any provision of this subchapter chapter 23 to a shareholder, such the notice need not be given if the 24 corporation is not permitted to deliver notice by electronic 25 transmission pursuant to subsections 4 and 5 and any of the 26 following apply: 27 (1) Notices to the shareholders of two consecutive annual 28 meetings, and all notices of meetings during the period 29 between such two consecutive annual meetings, have been sent 30 to such shareholder at such shareholder’s address as shown 31 on the records of the corporation included in the record 32 of shareholders maintained pursuant to section 490.1601, 33 subsection 4, and have been returned undeliverable or could not 34 be delivered. 35 -5- SF 2303.3815 (1) 89 (amending this SF 2303 to CONFORM to HF 2469) da/jh 5/ 12

(2) All, but not less than two, payments of dividends on 1 securities during a twelve-month period, or two consecutive 2 payments of dividends on securities during a period of more 3 than twelve months, have been sent to such shareholder at 4 such shareholder’s address as shown on the records of the 5 corporation included in the record of shareholders maintained 6 pursuant to section 490.1601, subsection 4, and have been 7 returned undeliverable or could not be delivered. 8 (3) No address has been provided to the corporation by or on 9 behalf of a shareholder and the corporation has not otherwise 10 obtained an address for the shareholder that the corporation 11 believes is reliable. 12 b. If In addition, if any such shareholder shall deliver 13 to which this subsection applies delivers to the corporation a 14 written notice setting forth such shareholder’s then-current 15 address, the requirement that notice be given to such 16 shareholder shall be reinstated. 17 Sec. 3. Section 490.720, Code 2022, is amended to read as 18 follows: 19 490.720 Shareholders’ list List of shareholders for meeting. 20 1. After fixing a record date for a meeting, a corporation 21 shall prepare an alphabetical list of the names of all its the 22 shareholders who are entitled to notice of a the shareholders’ 23 meeting. If the board of directors fixes a different record 24 date under section 490.707, subsection 5 , to determine the 25 shareholders entitled to vote at the meeting, a corporation 26 also shall prepare an alphabetical list of the names of 27 all its the shareholders who are entitled to vote at the 28 meeting. A The list must be arranged by voting group , and 29 within each voting group by class or series of shares, and 30 show contain the address of , and number and class or series 31 of shares held by , each shareholder . Nothing contained in 32 this subsection shall require and, if the notice or other 33 communications regarding the meeting has been or will be sent 34 by the corporation to include on such list the a shareholder by 35 -6- SF 2303.3815 (1) 89 (amending this SF 2303 to CONFORM to HF 2469) da/jh 6/ 12

electronic mail address or other electronic contact information 1 of a transmission, the electronic mail or other electronic 2 transmission address of that shareholder. 3 2. a. The shareholders’ list for of shareholders entitled 4 to notice shall be available for inspection by any shareholder, 5 beginning two business days after notice of the meeting is 6 given for which the list was prepared and continuing through 7 the meeting. The shareholders’ list list of shareholders for 8 notice shall be made available at via any of the following: 9 (1) The At the corporation’s principal office or at a place 10 identified in the meeting notice in the city where the meeting 11 will be held. 12 (2) A On a reasonably accessible electronic network, 13 provided that the information required to gain access to such 14 list is provided with the notice of the meeting. The list of 15 shareholders entitled to vote shall be similarly available 16 for inspection promptly after the record date for voting. In 17 the event that the corporation determines to make the list 18 available on an electronic network, the corporation may take 19 reasonable steps to ensure that such information is available 20 only to shareholders of the corporation. 21 b. A shareholders’ list for voting shall be similarly 22 available for inspection promptly after the record date for 23 voting. A shareholder, or the shareholder’s agent or attorney, 24 is entitled on written demand to inspect and, subject to the 25 requirements of section 490.1602, subsection 3 , to copy a 26 list of shareholders , during regular business hours and at 27 the shareholder’s expense, during the period it is available 28 for inspection. A corporation may satisfy the shareholder’s 29 right to copy a list of shareholders by furnishing a copy 30 in the manner described in section 490.1603, subsection 2. 31 A shareholder and the shareholder’s agent or attorney who 32 inspects or is furnished a copy of a list of shareholders under 33 this subsection or under subsection 3 or who copies the list 34 under this subsection may use the information on that list only 35 -7- SF 2303.3815 (1) 89 (amending this SF 2303 to CONFORM to HF 2469) da/jh 7/ 12

for purposes related to the meeting and its subject matter and 1 must keep the information on that list confidential. 2 3. If the meeting is to be held at a place, the corporation 3 shall make the list of shareholders entitled to vote available 4 at the meeting and any adjournment , and any shareholder, or the 5 shareholder’s agent or attorney, is entitled to inspect the 6 list at any time during the meeting or and any adjournment. 7 If the meeting is to be held solely by means of remote 8 communication, then such list shall also be open to available 9 for such inspection during the meeting and any adjournment on a 10 reasonably accessible electronic network, and the information 11 required to access such list shall be provided with the notice 12 of the meeting. The corporation may satisfy its obligation 13 to make such list available for inspection during a meeting 14 by furnishing a copy of the list in the manner described in 15 section 490.1603, subsection 2, to the shareholders prior to 16 the meeting. 17 4. If the corporation refuses to allow a shareholder, or 18 the shareholder’s agent or attorney, to inspect a shareholders’ 19 list of shareholders before or at the meeting or any 20 adjournment , or copy a list as permitted by subsection 2 , the 21 district court of the county where a corporation’s principal 22 office or, if none in this state, its registered office, is 23 located, on application of the shareholder, may summarily order 24 the inspection or copying at the corporation’s expense and may 25 postpone the meeting for which the list was prepared until the 26 inspection or copying is complete. 27 5. Refusal or failure to prepare or make available the 28 shareholders’ list of shareholders does not affect the validity 29 of action taken at the meeting. 30 Sec. 4. Section 490.1601, subsection 4, Code 2022, is 31 amended to read as follows: 32 4. A corporation shall maintain a record of its current 33 shareholders in alphabetical order by class or series of shares 34 showing the address of , and the number and class or series of 35 -8- SF 2303.3815 (1) 89 (amending this SF 2303 to CONFORM to HF 2469) da/jh 8/ 12

shares held by, each shareholder to which notices and other 1 communications from the corporation are to be sent, and which 2 shall include the number and class or series of shares held by 3 each such shareholder . Nothing contained in this subsection 4 shall require the corporation to include in such record the 5 electronic mail address or other electronic contact information 6 of In addition, if a shareholder has provided an electronic 7 mail address to the corporation or has consented to receive 8 notices or other communications by electronic mail or other 9 electronic transmission, the record of shareholders shall 10 include the electronic mail or other electronic transmission 11 address of the shareholder if notices or other communications 12 are being delivered by the corporation to the shareholder at 13 such electronic mail or other electronic transmission address 14 pursuant to section 490.141, subsection 4. An electronic 15 mail address of a shareholder shall be deemed to be provided 16 by a shareholder if the electronic mail address is contained 17 in a communication to the corporation by or on behalf of 18 the shareholder unless the communication expressly indicates 19 that the electronic mail address shall not be used to deliver 20 notices or other communications . 21 DIVISION II 22 GRAMMATICAL CHANGES 23 Sec. 5. Section 490.140, subsection 57, Code 2022, is 24 amended to read as follows: 25 57. “United States” includes a district, authority, bureau, 26 commission, department, and any other agency of the United 27 States. 28 Sec. 6. Section 490.143, subsection 1, paragraph e, 29 subparagraph (2), Code 2022, is amended to read as follows: 30 (2) Has a material relationship with a director or officer 31 who pursues or takes advantage of the business opportunity, 32 directly , or indirectly through or on behalf of another person. 33 Sec. 7. Section 490.1704, subsection 4, Code 2022, is 34 amended to read as follows: 35 -9- SF 2303.3815 (1) 89 (amending this SF 2303 to CONFORM to HF 2469) da/jh 9/ 12

4. Unless otherwise provided in the articles of 1 incorporation, the violation by a director of the duties 2 imposed by subsections 1 and 2 shall not constitute an 3 intentional infliction of harm on the corporation or the 4 shareholders for the purposes of sections section 490.202, 5 subsection 2 , paragraphs “d” and “e” . 6 DIVISION III 7 TERMINOLOGY CHANGES 8 Sec. 8. Section 490.120, subsection 5, Code 2022, is amended 9 to read as follows: 10 5. The document must be in the English language. A 11 corporate name need not be in English if written in English 12 letters or Arabic or Roman numerals, and the certificate of 13 existence registration required of foreign corporations need 14 not be in English if accompanied by a reasonably authenticated 15 English translation. 16 Sec. 9. Section 490.401, subsection 2, paragraphs c and e, 17 Code 2022, are amended to read as follows: 18 c. The name of a registered foreign corporation registered 19 to do business in this state or an alternate name adopted by 20 a registered foreign corporation registered to do business in 21 this state because its corporate name is unavailable. 22 e. The name of a foreign nonprofit corporation registered 23 authorized to do business in this state or an alternate 24 name adopted by a foreign nonprofit corporation registered 25 authorized to conduct activities in this state because its real 26 name is unavailable. 27 Sec. 10. Section 490.401, subsection 4, unnumbered 28 paragraph 1, Code 2022, is amended to read as follows: 29 A corporation may use the name, including the fictitious 30 name, of another domestic or foreign corporation that is used 31 in this state if the other corporation is incorporated or 32 authorized registered to transact do business in this state 33 and the proposed user corporation submits documentation to the 34 satisfaction of the secretary of state establishing any of the 35 -10- SF 2303.3815 (1) 89 (amending this SF 2303 to CONFORM to HF 2469) da/jh 10/ 12

following conditions: 1 Sec. 11. Section 490.748, subsection 3, Code 2022, is 2 amended to read as follows: 3 3. The district court may appoint an individual or domestic 4 or registered foreign corporation , registered to do business 5 in this state, as a custodian or receiver and may require the 6 custodian or receiver to post bond, with or without sureties, 7 in an amount the district court directs. 8 Sec. 12. Section 490.922, subsection 5, Code 2022, is 9 amended to read as follows: 10 5. If the domesticating corporation is a registered 11 foreign corporation that is registered to do business in this 12 state under subchapter XV , its registration statement shall 13 be canceled automatically when the domestication becomes 14 effective. 15 Sec. 13. Section 490.1511, subsection 4, Code 2022, is 16 amended to read as follows: 17 4. The registration of a registered foreign corporation 18 to do business in this state ceases on the effective date 19 of the termination as set forth in the certificate of 20 termination, unless before that date the foreign corporation 21 cures each ground for termination stated in the certificate of 22 termination. If the foreign corporation cures each ground, the 23 secretary of state shall file a statement that the certificate 24 of termination is withdrawn. 25 Sec. 14. Section 490.1621, subsection 4, Code 2022, is 26 amended to read as follows: 27 4. The first biennial report shall be delivered to the 28 secretary of state between January 1 and April 1 of the first 29 even-numbered year following the calendar year in which a 30 domestic corporation was incorporated or a foreign corporation 31 was authorized to transact registered to do business in this 32 state . Subsequent biennial reports must be delivered to 33 the secretary of state between January 1 and April 1 of the 34 following even-numbered calendar years. For purposes of this 35 -11- SF 2303.3815 (1) 89 (amending this SF 2303 to CONFORM to HF 2469) da/jh 11/ 12

section , each biennial report shall contain information related 1 to the two-year period immediately preceding the calendar year 2 in which the report is filed. 3 Sec. 15. Section 496C.20, subsection 3, Code 2022, is 4 amended to read as follows: 5 3. The certificate of authority foreign registration 6 statement of a foreign professional corporation may be revoked 7 by the secretary of state as provided in the Iowa business 8 corporation Act, chapter 490 , if the foreign professional 9 corporation fails to comply with any provision of this 10 chapter . > 11 ______________________________ BRAD ZAUN -12- SF 2303.3815 (1) 89 (amending this SF 2303 to CONFORM to HF 2469) da/jh 12/ 12