S.F. _____ Section 1. Section 504.141, subsection 3, Code 2011, is 1 amended by striking the subsection and inserting in lieu 2 thereof the following: 3 3. “Board” or “board of directors” means the group of 4 individuals responsible for management of the activities and 5 affairs of a corporation, regardless of the name used to refer 6 to the group. “Board” or “board of directors” includes a 7 designated body to the extent that both of the following are 8 applicable: 9 a. The powers, functions, or authority of the board have 10 been vested in, or are exercised by, the designated body. 11 b. The provisions of this chapter in which the term “board” 12 or “board of directors” is used are relevant to the discharge 13 by the designated body of the body’s powers, functions, or 14 authority. 15 Sec. 2. Section 504.141, Code 2011, is amended by adding the 16 following new subsections: 17 NEW SUBSECTION . 8A. “Designated body” means a person or 18 group, other than a committee of the board of directors, that 19 has been vested by the articles of incorporation or bylaws 20 with powers that, if not vested by the articles or bylaws in 21 that person or group, would be required by this chapter to be 22 exercised by the board or the members. 23 NEW SUBSECTION . 11A. “Domestic unincorporated entity” means 24 an unincorporated entity whose internal affairs are governed by 25 the laws of this state. 26 NEW SUBSECTION . 17A. “Foreign unincorporated entity” means 27 an unincorporated entity whose internal affairs are governed by 28 an organic law of a jurisdiction other than this state. 29 NEW SUBSECTION . 34A. a. “Unincorporated entity” means an 30 organization or other legal entity that is not a corporation 31 and that either has a separate legal existence or has the power 32 to acquire an estate in real property in the entity’s own name. 33 “Unincorporated entity” includes a general partnership, limited 34 liability company, limited partnership, business or statutory 35 -1- LSB 5460SC (5) 84 av/nh 1/ 15

S.F. _____ trust, joint stock association, and unincorporated nonprofit 1 association. 2 b. “Unincorporated entity” does not include a domestic 3 or foreign business corporation, a nonprofit corporation, an 4 estate, a trust, a governmental subdivision, a state, the 5 United States, or a foreign government. 6 Sec. 3. Section 504.141, subsections 9, 15, and 22, Code 7 2011, are amended to read as follows: 8 9. “Directors” means individuals, designated in the articles 9 or bylaws or elected by the incorporators, and their successors 10 and individuals elected or appointed by any other name or title 11 to act as members of the board. “Directors” does not include 12 individuals who are members of a designated body. 13 15. “Entity” includes a corporation and foreign corporation; 14 business corporation and domestic or foreign business 15 corporation; limited liability company and domestic or foreign 16 limited liability company; profit and nonprofit unincorporated 17 association; corporation sole ; business trust, domestic or 18 foreign unincorporated entity; estate , partnership, ; trust , 19 and two or more persons having a joint or common economic 20 interest; and ; state , ; the United States , and ; governmental 21 subdivision; and foreign government. 22 22. a. “Member” means a person who on more than one 23 occasion, pursuant to the provisions of a corporation’s 24 articles or bylaws, has a right to vote for the election of a 25 director or directors of a corporation, irrespective of how a 26 member is defined in the articles or bylaws of the corporation. 27 A person is not a member because of any of the following: 28 a. (1) The person’s rights as a delegate. 29 b. (2) The person’s rights to designate a director. 30 c. (3) The person’s rights as a director. 31 b. “Member” includes a designated body to the extent that 32 all of the following are applicable: 33 (1) The powers, functions, or authority of the member have 34 been vested in, or are exercised by, the designated body. 35 -2- LSB 5460SC (5) 84 av/nh 2/ 15

S.F. _____ (2) The provisions of this chapter in which the term 1 “member” is used are relevant to the discharge by the designated 2 body of the body’s powers, functions, or authority. 3 Sec. 4. Section 504.622, Code 2011, is amended by adding the 4 following new subsection: 5 NEW SUBSECTION . 01. A membership in a public benefit or 6 mutual benefit corporation may be terminated or suspended for 7 the reasons and in the manner provided in the articles of 8 incorporation or bylaws. 9 Sec. 5. Section 504.622, subsection 1, Code 2011, is amended 10 to read as follows: 11 1. A To the extent the articles of incorporation or bylaws 12 do not address the termination or suspension of a member, a 13 member of a public benefit or mutual benefit corporation shall 14 not be expelled or suspended, and a membership or memberships 15 in such a corporation shall not be terminated or suspended 16 except pursuant to a procedure which is fair and reasonable and 17 is carried out in good faith. 18 Sec. 6. Section 504.701, Code 2011, is amended by adding the 19 following new subsection: 20 NEW SUBSECTION . 7. The articles of incorporation or 21 bylaws may provide that an annual or regular meeting of 22 members is not required to be held at a geographic location 23 if the meeting is held by means of the internet or other 24 electronic communications technology in a manner pursuant to 25 which the members have the opportunity to read or hear the 26 proceedings substantially concurrent with the occurrence of the 27 proceedings, vote on matters submitted to the members, pose 28 questions, and make comments. 29 Sec. 7. Section 504.702, Code 2011, is amended by adding the 30 following new subsection: 31 NEW SUBSECTION . 6. The articles of incorporation or bylaws 32 may provide that a special meeting of members is not required 33 to be held at a geographic location if the meeting is held 34 by means of the internet or other electronic communications 35 -3- LSB 5460SC (5) 84 av/nh 3/ 15

S.F. _____ technology in a manner pursuant to which the members have the 1 opportunity to read or hear the proceedings substantially 2 concurrent with the occurrence of the proceedings, vote on 3 matters submitted to the members, pose questions, and make 4 comments. 5 Sec. 8. NEW SECTION . 504.709 Conduct of meetings. 6 1. At each meeting of members, an individual shall preside 7 as chair. The chair shall be appointed as follows: 8 a. As provided in the articles of incorporation or bylaws. 9 b. In the absence of a provision in the articles of 10 incorporation or bylaws, by the board of directors. 11 c. In the absence of both a provision in the articles of 12 incorporation or bylaws and an appointment of the chair by the 13 board, by the members at the meeting. 14 2. Except as provided in the articles of incorporation or 15 bylaws, the chair shall determine the order of business and 16 shall have the authority to establish rules for the conduct of 17 the meeting. 18 3. Any rules adopted for, and the conduct of, the meeting 19 shall be fair to the members. 20 4. The chair of the meeting shall announce at the meeting 21 when the polls close for each matter voted upon. If no 22 announcement is made, the polls shall be deemed to have closed 23 upon the final adjournment of the meeting. After the polls 24 are closed, no ballots, proxies, or votes, or any otherwise 25 permissible revocations or changes thereto may be accepted. 26 Sec. 9. NEW SECTION . 504.719 Inspectors of election. 27 1. A corporation with members may appoint one or more 28 inspectors to act at a meeting of members and to make a report 29 in the form of a record of the inspectors’ determinations. 30 Each inspector shall execute the duties of inspector 31 impartially and according to the best of the inspector’s 32 ability. 33 2. The inspectors shall do all of the following: 34 a. Ascertain the number of members and their voting power. 35 -4- LSB 5460SC (5) 84 av/nh 4/ 15

S.F. _____ b. Determine the members present at the meeting. 1 c. Determine the validity of proxies and ballots. 2 d. Count all votes. 3 e. Determine the result of the voting. 4 3. An inspector may, but is not required to, be a director, 5 member of a designated body, member, officer, or employee of 6 the corporation. A person who is a candidate for an office 7 to be filled at the meeting shall not be an inspector at that 8 meeting. 9 Sec. 10. Section 504.801, subsection 2, Code 2011, is 10 amended to read as follows: 11 2. Except as otherwise provided in this chapter or 12 subsection 3 section 504.813 , all corporate powers shall be 13 exercised by or under the authority of, and the affairs of the 14 corporation managed under the direction of, and subject to the 15 oversight of, its board of directors . 16 Sec. 11. Section 504.801, subsection 3, Code 2011, is 17 amended by striking the subsection. 18 Sec. 12. NEW SECTION . 504.813 Designated body. 19 1. Some, but not all, of the powers, authority, or functions 20 of the board of directors of a corporation under this chapter 21 may be vested by the articles of incorporation or bylaws in a 22 designated body. If such a designated body is created, all of 23 the following are applicable: 24 a. The provisions of this part and other provisions of 25 law applicable to the rights, duties, and liabilities of the 26 board of directors or directors individually also apply to 27 the designated body and to the members of the designated body 28 individually. The provisions of this part and other provisions 29 of law applicable to meetings, notice, and actions of the board 30 of directors also apply to the designated body in the absence 31 of an applicable rule in the articles of incorporation, bylaws, 32 or internal operating rules of the designated body. 33 b. To the extent that the powers, authority, or functions of 34 the board of directors have been vested in the designated body, 35 -5- LSB 5460SC (5) 84 av/nh 5/ 15

S.F. _____ the directors are relieved from their duties and liabilities 1 with respect to those powers, authority, and functions. 2 c. A provision of the articles of incorporation or bylaws 3 regarding the indemnification of directors or limiting the 4 liability of directors adopted pursuant to section 504.202, 5 subsection 2, paragraphs “d” and “e” is applicable to members 6 of the designated body, except as otherwise provided in the 7 articles of incorporation or bylaws. 8 2. Some, but not all, of the rights or obligations of the 9 members of a corporation under this chapter may be vested in 10 a designated body by the articles of incorporation or bylaws. 11 If such a designated body is created, all of the following are 12 applicable: 13 a. The provisions of this part and other provisions of 14 law applicable to the rights and obligations of members also 15 apply to the designated body and to members of the designated 16 body individually. The provisions of this part and other 17 provisions of law applicable to meetings, notice, and actions 18 of members also apply to the designated body in the absence 19 of an applicable provision in the articles of incorporation, 20 bylaws, or internal operating rules of the designated body. 21 b. To the extent the rights or obligations of the members 22 have been vested in the designated body, the members are 23 relieved from responsibility with respect to those rights and 24 obligations. 25 3. The articles of incorporation or bylaws may prescribe 26 qualifications for members of a designated body. Except 27 as otherwise provided in the articles of incorporation or 28 bylaws, a member of a designated body is not required to be an 29 individual; a director, officer, or member of the corporation; 30 or a resident of this state. 31 Sec. 13. Section 504.826, Code 2011, is amended by adding 32 the following new subsection: 33 NEW SUBSECTION . 7. A corporation may create or authorize 34 the creation of one or more advisory committees whose members 35 -6- LSB 5460SC (5) 84 av/nh 6/ 15

S.F. _____ are not required to be directors. An advisory committee is not 1 a committee of the board of directors and shall not exercise 2 any powers of the board. 3 Sec. 14. Section 504.831, Code 2011, is amended by adding 4 the following new subsection: 5 NEW SUBSECTION . 2A. In discharging board or committee 6 duties, a director must disclose, or cause to be disclosed, to 7 the other board or committee members, information not already 8 known by them, but known by the director to be material to the 9 discharge of the decision-making or oversight functions of the 10 board or committee, except that such disclosure is not required 11 to the extent that the director reasonably believes that doing 12 so would violate a duty imposed by law, a legally enforceable 13 obligation of confidentiality, or a professional ethics rule. 14 Sec. 15. Section 504.831, subsection 5, paragraph c, Code 15 2011, is amended to read as follows: 16 c. A committee of the board or advisory committee of 17 which the director is not a member, as to matters within 18 its the committee’s or advisory committee’s jurisdiction, if 19 the director reasonably believes the committee or advisory 20 committee merits confidence. 21 Sec. 16. Section 504.834, Code 2011, is amended by adding 22 the following new subsection: 23 NEW SUBSECTION . 1A. This section does not apply to any of 24 the following: 25 a. An advance to pay reimbursable expenses reasonably 26 expected to be incurred by a director or officer. 27 b. An advance to pay premiums on life insurance if the 28 advance is secured by the cash value of the policy. 29 c. An advance made pursuant to part 5 of this subchapter 30 VIII. 31 d. Loans or advances made pursuant to employee benefit 32 plans. 33 e. A loan secured by the principal residence of an officer. 34 f. A loan to pay relocation expenses of an officer. 35 -7- LSB 5460SC (5) 84 av/nh 7/ 15

S.F. _____ Sec. 17. NEW SECTION . 504.836 Business opportunities. 1 1. A director’s taking advantage, directly or indirectly, 2 of a business opportunity shall not be the subject of equitable 3 relief, or give rise to an award of damages or other sanctions 4 against the director, in a proceeding by or in the right of a 5 corporation on the ground that such opportunity should have 6 first been offered to the corporation, if before becoming 7 legally obligated respecting the business opportunity, the 8 director brings the opportunity to the attention of the 9 corporation and action is taken by the directors, a committee 10 of the directors, or the members disclaiming the corporation’s 11 interest in the opportunity in compliance with the procedures 12 set forth in section 504.833, as if the decision being made 13 concerned a conflict of interest transaction. 14 2. In any proceeding seeking equitable relief or other 15 remedy, based upon an alleged improper taking advantage of a 16 business opportunity by a director, the fact that the director 17 did not employ the procedure described in subsection 1 before 18 taking advantage of the opportunity shall not create an 19 inference that the opportunity should have first been presented 20 to the corporation, or alter the burden of proof otherwise 21 applicable to establish that the director breached a duty to 22 the corporation under the circumstances. 23 3. As used in this section, “director” includes a member of 24 a designated body. 25 Sec. 18. Section 504.843, Code 2011, is amended by adding 26 the following new subsection: 27 NEW SUBSECTION . 1A. The duties of an officer include the 28 obligation to inform the specified persons of the following: 29 a. The superior officer to whom or the board of directors 30 or the committee of the board to which the officer reports, of 31 information about the affairs of the corporation known to the 32 officer, within the scope of the officer’s functions, and known 33 to the officer to be material to the superior officer, board, 34 or committee. 35 -8- LSB 5460SC (5) 84 av/nh 8/ 15

S.F. _____ b. The officer’s superior officer, or another appropriate 1 person within the corporation, or the board of directors, or 2 a committee of the board, of any actual or probable material 3 violation of law involving the corporation or any material 4 breach of duty to the corporation by an officer, employee, 5 or agent of the corporation, that the officer believes has 6 occurred or is likely to occur. 7 Sec. 19. Section 504.1101, subsection 1, Code 2011, is 8 amended to read as follows: 9 1. Subject to the limitations set forth in section 504.1102 , 10 one or more nonprofit corporations may merge with or into any 11 one or more business corporations or nonprofit corporations or 12 limited liability companies unincorporated entities , if the 13 plan of merger is approved as provided in section 504.1103 . 14 Sec. 20. Section 504.1101, subsection 2, paragraphs a, c, 15 and d, Code 2011, are amended to read as follows: 16 a. The name of each corporation or limited liability company 17 unincorporated entity planning to merge and the name of the 18 surviving corporation into which each plans to merge. 19 c. The manner and basis, if any, of converting the 20 memberships of each public benefit or religious corporation 21 into memberships of the surviving corporation or limited 22 liability company unincorporated entity . 23 d. If the merger involves a mutual benefit corporation, 24 the manner and basis, if any, of converting memberships of 25 each merging corporation into memberships, obligations, or 26 securities of the surviving or any other corporation or limited 27 liability company unincorporated entity or into cash or other 28 property in whole or in part. 29 Sec. 21. Section 504.1101, subsection 3, paragraph a, Code 30 2011, is amended to read as follows: 31 a. Any amendments to the articles of incorporation or bylaws 32 of the surviving corporation or limited liability company 33 unincorporated entity to be effected by the planned merger. 34 Sec. 22. Section 504.1102, subsection 1, paragraphs a and b, 35 -9- LSB 5460SC (5) 84 av/nh 9/ 15

S.F. _____ Code 2011, are amended to read as follows: 1 a. A public benefit or religious corporation , or a 2 domestic unincorporated entity which, if incorporated, would 3 qualify under this chapter as a public benefit or religious 4 corporation . 5 b. A foreign corporation which would qualify under this 6 chapter as a public benefit or religious corporation , or a 7 foreign unincorporated entity which, if incorporated, would 8 qualify under this chapter as a public benefit or religious 9 corporation . 10 Sec. 23. Section 504.1102, subsection 1, paragraph d, 11 unnumbered paragraph 1, Code 2011, is amended to read as 12 follows: 13 A business or mutual benefit corporation , or limited 14 liability company an unincorporated entity which, if 15 incorporated, would not qualify as a public benefit or 16 religious corporation , provided that all of the following apply 17 where the public benefit or religious corporation is not the 18 surviving entity in the merger : 19 Sec. 24. Section 504.1102, subsection 1, paragraph d, 20 subparagraphs (2) and (3), Code 2011, are amended to read as 21 follows: 22 (2) The business or mutual benefit corporation or limited 23 liability company unincorporated entity which, if incorporated, 24 would not qualify as a public benefit or religious corporation, 25 shall return, transfer, or convey any assets held by it upon 26 condition requiring return, transfer, or conveyance, which 27 condition occurs by reason of the merger, in accordance with 28 such condition. 29 (3) The merger is approved by a majority of directors of 30 the public benefit or religious corporation or managers of 31 an unincorporated entity which, if incorporated, would not 32 qualify as a public benefit or religious corporation, who are 33 not and will not become members or shareholders in or officers, 34 employees, agents, or consultants of the surviving entity. 35 -10- LSB 5460SC (5) 84 av/nh 10/ 15

S.F. _____ Sec. 25. Section 504.1106, subsection 1, Code 2011, is 1 amended to read as follows: 2 1. Except as provided in section 504.1102 , one or more 3 foreign business or nonprofit corporations or foreign 4 unincorporated entities may merge with one or more domestic 5 nonprofit corporations if all of the following conditions are 6 met: 7 a. The merger is permitted by the law of the state or 8 country under whose law each foreign corporation or foreign 9 unincorporated entity is incorporated and each foreign 10 corporation or foreign unincorporated entity complies with that 11 law in effecting the merger. 12 b. The foreign corporation or foreign unincorporated 13 entity complies with section 504.1104 if it is the surviving 14 corporation of the merger. 15 c. Each domestic nonprofit corporation complies with the 16 applicable provisions of sections 504.1101 through 504.1103 17 and, if it is the surviving corporation of the merger, with 18 section 504.1104 . 19 Sec. 26. Section 504.1106, subsection 2, Code 2011, is 20 amended to read as follows: 21 2. Upon the merger taking effect, the surviving foreign 22 business or nonprofit corporation , or foreign unincorporated 23 entity, is deemed to have irrevocably appointed the secretary 24 of state as its agent for service of process in any proceeding 25 brought against it. 26 EXPLANATION 27 This bill makes various revisions to the Iowa nonprofit 28 corporation Act. 29 Code section 504.141 is amended to add a definition of a 30 “designated body” which is a person or group other than a 31 committee of the board of directors that is vested by the 32 articles of incorporation or bylaws of a nonprofit corporation 33 with powers otherwise required to be exercised by the corporate 34 board of directors or the members. Other definitions are 35 -11- LSB 5460SC (5) 84 av/nh 11/ 15

S.F. _____ modified to include a designated body within the meaning of the 1 “board of directors” or as a “member” of the corporation and to 2 exclude individuals who are members of a designated body from 3 the definition of a “director”. 4 Code section 504.141 is also amended to provide that an 5 “entity” includes an “unincorporated entity” and to include 6 a definition of an “unincorporated entity” which is an 7 organization or other legal entity that is not a corporation 8 and that either has a separate legal existence or has the 9 power to acquire an estate in real property in the entity’s 10 own name. An “unincorporated entity” includes specified 11 types of legal entities that are not corporations. An 12 “unincorporated entity” also does not include an estate, a 13 trust, a governmental subdivision, a state, the United States, 14 or a foreign government. There are also definitions for a 15 “domestic unincorporated entity” whose affairs are governed 16 by Iowa law and for a “foreign unincorporated entity” whose 17 affairs are governed by the law of another jurisdiction. 18 Code section 504.622 is amended to provide that membership 19 in a public benefit or mutual benefit corporation may be 20 terminated or suspended as provided in the articles of 21 incorporation or bylaws and to the extent that those items do 22 not address such a termination or suspension, the procedure 23 must be carried out in good faith in a manner which is fair and 24 reasonable. 25 Code sections 504.701 and 504.702 are amended to allow a 26 nonprofit corporation with members to hold an annual or regular 27 meeting or a special meeting by means of the internet or other 28 electronic communications technology so long as members have 29 the opportunity to read or hear the proceedings substantially 30 concurrent with the occurrence of the proceedings and can vote, 31 pose questions, and make comments. 32 New Code section 504.709 requires that an individual preside 33 as chair at each meeting of corporate members as provided in 34 the articles of incorporation or bylaws, as appointed by the 35 -12- LSB 5460SC (5) 84 av/nh 12/ 15

S.F. _____ board, or as appointed by members at the meeting. Unless 1 otherwise provided by the articles or bylaws, the chair shall 2 determine the order of business and establish rules for the 3 conduct of the meeting. 4 New Code section 504.719 allows a nonprofit corporation with 5 members to appoint one or more inspectors to assist with voting 6 at the meeting and make a report of their determinations and 7 the results of the vote. 8 Code section 504.801 is amended to provide that, with the 9 exception of corporate powers that are vested in a designated 10 body, all such powers shall be exercised by or under the 11 authority of, and the affairs of the corporation shall be 12 managed under the direction and subject to the oversight of, 13 the board of directors. 14 New Code section 504.813 allows some, but not all, of the 15 powers, authority, or functions of the board of directors, 16 or of the rights or obligations of members, of a nonprofit 17 corporation to be vested by the articles of incorporation or 18 bylaws in a designated body. If such a designated body is 19 created, provisions of law applicable to the powers, authority, 20 functions, rights, or obligations of the board of directors, 21 the directors individually, or the members apply to the 22 designated body and its members individually and the directors 23 or members are relieved of their duties and liabilities with 24 respect to those matters vested in the designated body. 25 Code section 504.826 is amended to provide that a nonprofit 26 corporation can create or authorize the creation of one or 27 more advisory committees whose members are not required to be 28 directors of the corporation. Such an advisory committee is 29 not a committee of the board and cannot exercise any powers of 30 the board. 31 Code section 504.831 is amended to provide that in 32 discharging board or committee duties a corporate director 33 must disclose information to the other board or committee 34 members that is not known to them but known by the director to 35 -13- LSB 5460SC (5) 84 av/nh 13/ 15

S.F. _____ be material to their decision-making or oversight functions, 1 except when such disclosure would violate a legal duty, 2 a legally enforceable obligation of confidentiality, or a 3 professional ethics rule. 4 Code section 504.831 is also amended to allow a director to 5 rely on a committee of the board or an advisory committee of 6 which the director is not a member as to matters within the 7 committee or advisory committee’s jurisdiction, if the director 8 reasonably believes the committee or advisory committee merits 9 confidence. 10 Code section 504.834 is amended to provide that the 11 prohibition of that Code section against lending money to or 12 guaranteeing the obligation of a director or officer of the 13 corporation does not apply to certain specified advances and 14 loans. 15 New Code section 504.836 provides that a director’s taking 16 advantage, directly or indirectly, of a business opportunity 17 cannot be the subject of equitable relief or give rise to an 18 award of damages or other sanctions against the director, in 19 a proceeding by or in the right of a nonprofit corporation on 20 the ground that the business opportunity should have first 21 been offered to the corporation if before becoming legally 22 obligated on the business opportunity, the director brings the 23 opportunity to the attention of the corporation and action 24 is taken by the directors, a committee of the directors, or 25 the members disclaiming the corporation’s interest in the 26 opportunity. This disclaimer must be made in compliance with 27 procedures set forth in Code section 504.833 for conflict of 28 interest transactions by directors. However, in an action 29 seeking equitable relief or other remedy based upon an alleged 30 improper taking advantage of such a business opportunity by a 31 director, the fact that the above procedure was not complied 32 with does not create an inference that the opportunity should 33 have been presented to the corporation or alter the burden 34 of proof necessary to establish a breach of duty to the 35 -14- LSB 5460SC (5) 84 av/nh 14/ 15

S.F. _____ corporation by the director. 1 Code section 504.843 is amended to provide that a corporate 2 officer has the duty to provide information to specified 3 persons within the corporation about the affairs of the 4 corporation known to the officer to be material and about any 5 actual or probable material violation of law involving the 6 corporation or any material breach of duty to the corporation 7 by an officer, employee, or agent of the corporation. 8 Code section 504.1101 which applies to mergers of nonprofit 9 corporations with other entities, is amended to substitute 10 the newly defined term “unincorporated entity” for “limited 11 liability company”. A limited liability company is now 12 encompassed within the definition of an “unincorporated 13 entity”, which includes other types of entities as well. 14 Code section 504.1102, which allows certain mergers by 15 public benefit or religious corporations without prior 16 approval of the district court, is amended to also apply to a 17 newly defined “domestic unincorporated entity” and “foreign 18 unincorporated entity” which, if incorporated, would qualify 19 as a public benefit or religious corporation, and to an 20 “unincorporated entity”, which if incorporated, would not 21 qualify as a public benefit or religious corporation, but meets 22 other specifications. 23 Code section 504.1102 is also amended to provide that when 24 a merger of a public benefit or religious corporation with 25 a business or mutual benefit corporation or unincorporated 26 entity, which if incorporated would not qualify as a public 27 benefit or religious corporation, will result in the public 28 benefit or religious corporation not surviving, certain 29 conditions must be met. 30 Code section 504.1106 is amended to allow mergers between a 31 newly defined “foreign unincorporated entity” and a domestic 32 nonprofit corporation under specified conditions. 33 -15- LSB 5460SC (5) 84 av/nh 15/ 15