House
File
2537
-
Introduced
HOUSE
FILE
2537
BY
COMMITTEE
ON
JUDICIARY
(SUCCESSOR
TO
HSB
691)
(COMPANION
TO
SF
2339
BY
COMMITTEE
ON
JUDICIARY)
A
BILL
FOR
An
Act
providing
for
business
corporations,
providing
for
1
certain
fees,
and
including
effective
date
provisions.
2
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
3
TLSB
5044HV
(1)
88
da/jh
H.F.
2537
DIVISION
I
1
GENERAL
PROVISIONS
2
Section
1.
Section
490.101,
Code
2020,
is
amended
by
3
striking
the
section
and
inserting
in
lieu
thereof
the
4
following:
5
490.101
Short
title.
6
This
chapter
shall
be
known
and
may
be
cited
as
the
“Iowa
7
Business
Corporation
Act”
.
8
Sec.
2.
Section
490.120,
Code
2020,
is
amended
by
striking
9
the
section
and
inserting
in
lieu
thereof
the
following:
10
490.120
Requirements
for
documents
——
extrinsic
facts.
11
1.
A
document
must
satisfy
the
requirements
of
this
12
section,
and
of
any
other
section
that
adds
to
or
varies
these
13
requirements,
to
be
entitled
to
filing
by
the
secretary
of
14
state.
15
2.
This
chapter
must
require
or
permit
filing
the
document
16
in
the
office
of
the
secretary
of
state.
17
3.
The
document
must
contain
the
information
required
by
18
this
chapter
and
may
contain
other
information.
19
4.
The
document
must
be
typewritten
or
printed
or,
if
20
electronically
transmitted,
it
must
be
in
a
format
that
can
be
21
retrieved
or
reproduced
in
typewritten
or
printed
form.
22
5.
The
document
must
be
in
the
English
language.
A
23
corporate
name
need
not
be
in
English
if
written
in
English
24
letters
or
Arabic
or
Roman
numerals,
and
the
certificate
of
25
existence
required
of
foreign
corporations
need
not
be
in
26
English
if
accompanied
by
a
reasonably
authenticated
English
27
translation.
28
6.
Except
as
provided
in
section
490.1622,
subsection
3,
the
29
document
must
be
signed
by
any
of
the
following:
30
a.
The
chairperson
of
the
board
of
directors
of
a
domestic
31
or
foreign
corporation,
its
president,
or
another
of
its
32
officers.
33
b.
If
directors
have
not
been
selected
or
the
corporation
34
has
not
been
formed,
by
an
incorporator.
35
-1-
LSB
5044HV
(1)
88
da/jh
1/
261
H.F.
2537
c.
If
the
corporation
is
in
the
hands
of
a
receiver,
1
trustee,
or
other
court-appointed
fiduciary,
by
that
fiduciary.
2
7.
a.
The
person
executing
the
document
shall
sign
it
3
and
state
beneath
or
opposite
the
person’s
signature
the
4
person’s
name
and
the
capacity
in
which
the
document
is
signed.
5
The
document
may
but
need
not
contain
a
corporate
seal,
6
attestation,
acknowledgment,
or
verification.
7
b.
The
secretary
of
state
may
accept
for
filing
a
document
8
containing
a
copy
of
a
signature,
however
made.
9
8.
If
the
secretary
of
state
has
prescribed
a
mandatory
10
form
for
the
document
under
section
490.121,
subsection
1,
the
11
document
must
be
in
or
on
the
prescribed
form.
12
9.
The
document
must
be
delivered
to
the
office
of
the
13
secretary
of
state
for
filing.
Delivery
may
be
made
by
14
electronic
transmission
if
and
to
the
extent
permitted
by
the
15
secretary
of
state.
If
it
is
filed
in
typewritten
or
printed
16
form
and
not
transmitted
electronically,
the
secretary
of
state
17
may
require
one
exact
or
conformed
copy
to
be
delivered
with
18
the
document.
19
10.
When
the
document
is
delivered
to
the
office
of
the
20
secretary
of
state
for
filing,
the
correct
filing
fee,
and
any
21
franchise
tax,
license
fee,
or
penalty
required
by
this
chapter
22
or
other
law
to
be
paid
at
the
time
of
delivery
for
filing
must
23
be
paid
or
provision
for
payment
made
in
a
manner
permitted
by
24
the
secretary
of
state.
25
11.
Whenever
a
provision
of
this
chapter
permits
any
of
the
26
terms
of
a
plan
or
a
filed
document
to
be
dependent
on
facts
27
objectively
ascertainable
outside
the
plan
or
filed
document,
28
all
of
the
following
provisions
apply:
29
a.
The
manner
in
which
the
facts
will
operate
upon
the
terms
30
of
the
plan
or
filed
document
must
be
set
forth
in
the
plan
or
31
filed
document.
32
b.
The
facts
may
include
any
of
the
following:
33
(1)
Any
of
the
following
that
is
available
in
a
nationally
34
recognized
news
or
information
medium
either
in
print
or
35
-2-
LSB
5044HV
(1)
88
da/jh
2/
261
H.F.
2537
electronically:
statistical
or
market
indices,
market
prices
1
of
any
security
or
group
of
securities,
interest
rates,
2
currency
exchange
rates,
or
similar
economic
or
financial
data.
3
(2)
A
determination
or
action
by
any
person
or
body,
4
including
the
corporation
or
any
other
party
to
a
plan
or
filed
5
document.
6
(3)
The
terms
of,
or
actions
taken
under,
an
agreement
to
7
which
the
corporation
is
a
party,
or
any
other
agreement
or
8
document.
9
c.
As
used
in
this
subsection:
10
(1)
“Filed
document”
means
a
document
filed
with
the
11
secretary
of
state
under
any
provision
of
this
chapter
except
12
subchapter
XV
or
section
490.1622.
13
(2)
“Plan”
means
a
plan
of
domestication,
conversion,
14
merger,
or
share
exchange.
15
d.
The
following
provisions
of
a
plan
or
filed
document
16
shall
not
be
made
dependent
on
facts
outside
the
plan
or
filed
17
document:
18
(1)
The
name
and
address
of
any
person
required
in
a
filed
19
document.
20
(2)
The
registered
office
of
any
entity
required
in
a
filed
21
document.
22
(3)
The
registered
agent
of
any
entity
required
in
a
filed
23
document.
24
(4)
The
number
of
authorized
shares
and
designation
of
each
25
class
or
series
of
shares.
26
(5)
The
effective
date
of
a
filed
document.
27
(6)
Any
required
statement
in
a
filed
document
of
the
date
28
on
which
the
underlying
transaction
was
approved
or
the
manner
29
in
which
that
approval
was
given.
30
e.
If
a
provision
of
a
filed
document
is
made
dependent
on
a
31
fact
ascertainable
outside
of
the
filed
document,
and
that
fact
32
is
neither
ascertainable
by
reference
to
a
source
described
33
in
paragraph
“b”
,
subparagraph
(1),
nor
a
document
that
is
a
34
matter
of
public
record,
and
the
affected
shareholders
have
35
-3-
LSB
5044HV
(1)
88
da/jh
3/
261
H.F.
2537
not
received
notice
of
the
fact
from
the
corporation,
then
the
1
corporation
shall
file
with
the
secretary
of
state
articles
of
2
amendment
to
the
filed
document
setting
forth
the
fact
promptly
3
after
the
time
when
the
fact
referred
to
is
first
ascertainable
4
or
thereafter
changes.
Articles
of
amendment
under
this
5
paragraph
“e”
are
deemed
to
be
authorized
by
the
authorization
6
of
the
original
filed
document
to
which
they
relate
and
may
be
7
filed
by
the
corporation
without
further
action
by
the
board
of
8
directors
or
the
shareholders.
9
Sec.
3.
Section
490.121,
Code
2020,
is
amended
by
striking
10
the
section
and
inserting
in
lieu
thereof
the
following:
11
490.121
Forms.
12
1.
a.
The
secretary
of
state
may
prescribe
and
furnish
on
13
request
any
of
the
following
forms:
14
(1)
An
application
for
a
certificate
of
existence
or
15
certificate
of
registration.
16
(2)
A
foreign
corporation’s
registration
statement.
17
(3)
A
foreign
corporation’s
statement
of
withdrawal.
18
(4)
A
foreign
corporation’s
transfer
of
registration
19
statement.
20
(5)
The
biennial
report
required
by
section
490.1622.
21
b.
If
the
secretary
of
state
so
requires,
use
of
the
forms
22
provided
in
paragraph
“a”
is
mandatory.
23
2.
The
secretary
of
state
may
prescribe
and
furnish
on
24
request
forms
for
other
documents
required
or
permitted
to
be
25
filed
by
this
chapter
but
their
use
is
not
mandatory.
26
Sec.
4.
Section
490.122,
Code
2020,
is
amended
by
striking
27
the
section
and
inserting
in
lieu
thereof
the
following:
28
490.122
Filing,
service,
and
copying
fees.
29
1.
The
secretary
of
state
shall
collect
the
following
fees
30
when
the
documents
described
in
this
subsection
are
delivered
31
to
the
secretary
of
state
for
filing:
32
DOCUMENT
FEE
33
a.
Articles
of
incorporation
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
34
b.
Application
for
use
of
indistinguishable
35
-4-
LSB
5044HV
(1)
88
da/jh
4/
261
H.F.
2537
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
1
c.
Application
for
reserved
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
2
d.
Notice
of
transfer
of
reserved
name
.
.
.
.
.
.
.
.
.
.
.
.
$
__
3
e.
Application
for
registered
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
4
f.
Application
for
renewal
of
registered
5
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
6
g.
Corporation’s
statement
of
change
of
7
registered
agent
or
registered
office
or
both
.
.
.
.
.
.
.
.
$
__
8
h.
Agent’s
statement
of
change
of
registered
9
office
for
each
affected
corporation
not
to
exceed
10
a
total
of
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
11
i.
Agent’s
statement
of
resignation
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
12
j.
Articles
of
domestication
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
13
k.
Articles
of
conversion
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
14
l.
Amendment
of
articles
of
15
incorporation
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
16
m.
Restatement
of
articles
of
incorporation
17
with
amendment
of
articles
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
18
n.
Restatement
of
articles
of
incorporation
19
without
amendment
of
articles
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
20
o.
Articles
of
merger
or
share
exchange
.
.
.
.
.
.
.
.
.
.
.
$
__
21
p.
Articles
of
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
22
q.
Articles
of
revocation
of
dissolution
.
.
.
.
.
.
.
.
.
.
$
__
23
r.
Certificate
of
administrative
24
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
25
s.
Application
for
reinstatement
following
26
administrative
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
27
t.
Certificate
of
reinstatement
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
28
u.
Certificate
of
judicial
dissolution
.
.
.
.
.
.
.
.
.
.
No
fee
29
v.
Foreign
registration
statement
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
30
w.
Amendment
of
foreign
registration
31
statement
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
32
x.
Statement
of
withdrawal
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
33
y.
Transfer
of
foreign
registration
statement
.
.
.
.
.
$
__
34
z.
Notice
of
termination
of
registration
.
.
.
.
.
.
.
.
No
fee
35
-5-
LSB
5044HV
(1)
88
da/jh
5/
261
H.F.
2537
aa.
Biennial
report
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
1
ab.
Articles
of
correction
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
2
ac.
Articles
of
validation
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
3
ad.
Application
for
certificate
of
existence
or
4
registration
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
5
ae.
Any
other
document
required
or
permitted
6
to
be
filed
by
this
chapter
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
__
7
2.
The
secretary
of
state
shall
collect
a
fee
of
$____
each
8
time
process
is
served
on
the
secretary
of
state
under
this
9
chapter.
The
party
to
a
proceeding
causing
service
of
process
10
is
entitled
to
recover
this
fee
as
costs
if
such
party
prevails
11
in
the
proceeding.
12
3.
The
secretary
of
state
shall
collect
the
following
fees
13
for
copying
and
certifying
the
copy
of
any
filed
document
14
relating
to
a
domestic
or
foreign
corporation:
15
a.
$____
a
page
for
copying.
16
b.
$____
for
the
certificate.
17
Sec.
5.
Section
490.123,
Code
2020,
is
amended
by
striking
18
the
section
and
inserting
in
lieu
thereof
the
following:
19
490.123
Effective
date
of
filed
document.
20
1.
Except
to
the
extent
otherwise
provided
in
section
21
490.124,
subsection
3,
and
part
E,
a
document
accepted
for
22
filing
is
effective
as
follows:
23
a.
On
the
date
and
at
the
time
of
filing,
as
provided
in
24
section
490.125,
subsection
2.
25
b.
On
the
date
of
filing
and
at
the
time
specified
in
the
26
document
as
its
effective
time,
if
later
than
the
time
under
27
paragraph
“a”
.
28
c.
At
a
specified
delayed
effective
date
and
time
which
29
shall
not
be
more
than
ninety
days
after
filing.
30
d.
If
a
delayed
effective
date
is
specified,
but
no
time
is
31
specified,
at
12:01
a.m.
on
the
date
specified,
which
shall
not
32
be
more
than
ninety
days
after
the
date
of
filing.
33
2.
If
a
filed
document
does
not
specify
the
time
zone
or
34
place
at
which
a
date
or
time
or
both
is
to
be
determined,
the
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date
or
time
or
both
at
which
it
becomes
effective
shall
be
1
those
prevailing
at
the
place
of
filing
in
this
state.
2
Sec.
6.
Section
490.124,
Code
2020,
is
amended
by
striking
3
the
section
and
inserting
in
lieu
thereof
the
following:
4
490.124
Correcting
filed
document.
5
1.
A
document
filed
by
the
secretary
of
state
pursuant
to
6
this
chapter
may
be
corrected
if
any
of
the
following
applies:
7
a.
The
document
contains
an
inaccuracy.
8
b.
The
document
was
defectively
signed,
attested,
sealed,
9
verified,
or
acknowledged.
10
c.
The
electronic
transmission
was
defective.
11
2.
A
document
is
corrected
by
complying
with
all
of
the
12
following:
13
a.
By
preparing
articles
of
correction
that
do
all
of
the
14
following:
15
(1)
Describe
the
document,
including
its
filing
date,
or
a
16
copy
of
the
document
is
attached
to
the
articles
of
correction.
17
(2)
Specify
the
inaccuracy
or
defect
to
be
corrected.
18
(3)
Correct
the
inaccuracy
or
defect.
19
b.
By
delivering
the
articles
of
correction
to
the
secretary
20
of
state
for
filing.
21
3.
Articles
of
correction
are
effective
on
the
effective
22
date
of
the
document
they
correct
except
as
to
persons
relying
23
on
the
uncorrected
document
and
adversely
affected
by
the
24
correction.
As
to
those
persons,
articles
of
correction
are
25
effective
when
filed.
26
Sec.
7.
Section
490.125,
Code
2020,
is
amended
by
striking
27
the
section
and
inserting
in
lieu
thereof
the
following:
28
490.125
Filing
duty
of
secretary
of
state.
29
1.
If
a
document
delivered
to
the
office
of
the
secretary
of
30
state
for
filing
satisfies
the
requirements
of
section
490.120,
31
the
secretary
of
state
shall
file
it.
32
2.
The
secretary
of
state
files
a
document
by
recording
33
it
as
filed
on
the
date
and
time
of
receipt.
After
filing
34
a
document,
except
the
biennial
report
required
by
section
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490.1622,
and
except
as
provided
in
section
490.503,
the
1
secretary
of
state
shall
return
to
the
person
who
delivered
2
the
document
for
filing
a
copy
of
the
document
with
an
3
acknowledgment
of
the
date
and
time
of
filing.
4
3.
If
the
secretary
of
state
refuses
to
file
a
document,
5
it
shall
be
returned
to
the
person
who
delivered
the
document
6
for
filing
within
five
days
after
the
document
was
delivered,
7
together
with
a
brief,
written
explanation
of
the
reason
for
8
the
refusal.
9
4.
The
secretary
of
state’s
duty
to
file
documents
under
10
this
section
is
ministerial.
The
secretary
of
state’s
filing
11
or
refusing
to
file
a
document
does
not
create
a
presumption
12
of
any
of
the
following:
13
a.
The
document
does
or
does
not
conform
to
the
requirements
14
of
this
chapter.
15
b.
The
information
contained
in
the
document
is
correct
or
16
incorrect.
17
Sec.
8.
Section
490.126,
Code
2020,
is
amended
by
striking
18
the
section
and
inserting
in
lieu
thereof
the
following:
19
490.126
Appeal
from
secretary
of
state’s
refusal
to
file
20
document.
21
1.
If
the
secretary
of
state
refuses
to
file
a
document
22
delivered
for
filing,
the
person
that
delivered
the
document
23
for
filing
may
petition
the
district
court
to
compel
its
24
filing.
The
document
and
the
explanation
of
the
secretary
of
25
state’s
refusal
to
file
must
be
attached
to
the
petition.
The
26
court
may
decide
the
matter
in
a
summary
proceeding.
27
2.
The
court
may
order
the
secretary
of
state
to
file
the
28
document
or
take
other
action
the
court
considers
appropriate.
29
3.
The
court’s
final
decision
may
be
appealed
as
in
other
30
civil
proceedings.
31
Sec.
9.
Section
490.127,
Code
2020,
is
amended
by
striking
32
the
section
and
inserting
in
lieu
thereof
the
following:
33
490.127
Evidentiary
effect
of
certified
copy
of
filed
34
document.
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A
certificate
from
the
secretary
of
state
delivered
with
1
a
copy
of
a
document
filed
by
the
secretary
of
state
is
2
conclusive
evidence
that
the
original
document
is
on
file
with
3
the
secretary
of
state.
4
Sec.
10.
Section
490.128,
Code
2020,
is
amended
by
striking
5
the
section
and
inserting
in
lieu
thereof
the
following:
6
490.128
Certificate
of
existence
or
registration.
7
1.
Any
person
may
apply
to
the
secretary
of
state
to
furnish
8
a
certificate
of
existence
for
a
domestic
corporation
or
a
9
certificate
of
registration
for
a
foreign
corporation.
10
2.
A
certificate
of
existence
must
set
forth
all
of
the
11
following:
12
a.
The
domestic
corporation’s
corporate
name.
13
b.
That
the
domestic
corporation
is
duly
incorporated
under
14
the
law
of
this
state,
the
date
of
its
incorporation,
and
the
15
period
of
its
duration
if
less
than
perpetual.
16
c.
That
all
fees,
taxes,
and
penalties
owed
to
this
state
17
have
been
paid,
subject
to
all
of
the
following:
18
(1)
Payment
is
reflected
in
the
records
of
the
secretary
of
19
state.
20
(2)
Nonpayment
affects
the
existence
of
the
domestic
21
corporation.
22
d.
That
its
most
recent
biennial
report
required
by
section
23
490.1622
has
been
filed
with
the
secretary
of
state.
24
e.
That
articles
of
dissolution
have
not
been
filed.
25
f.
That
the
corporation
is
not
administratively
dissolved
26
and
a
proceeding
is
not
pending
under
section
490.1421.
27
g.
Other
facts
of
record
in
the
office
of
the
secretary
of
28
state
that
may
be
requested
by
the
applicant.
29
3.
A
certificate
of
registration
must
set
forth
all
of
the
30
following:
31
a.
The
foreign
corporation’s
name
used
in
this
state.
32
b.
That
the
foreign
corporation
is
registered
to
do
business
33
in
this
state.
34
c.
That
all
fees,
taxes,
and
penalties
owed
to
this
state
35
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have
been
paid,
subject
to
all
of
the
following:
1
(1)
Payment
is
reflected
in
the
records
of
the
secretary
of
2
state.
3
(2)
Nonpayment
affects
the
registration
of
the
foreign
4
corporation.
5
d.
That
its
most
recent
biennial
report
required
by
section
6
490.1622
has
been
filed
with
the
secretary
of
state.
7
e.
Other
facts
of
record
in
the
office
of
the
secretary
of
8
state
that
may
be
requested
by
the
applicant.
9
4.
Subject
to
any
qualification
stated
in
the
certificate,
10
a
certificate
of
existence
or
registration
issued
by
the
11
secretary
of
state
may
be
relied
upon
as
conclusive
evidence
of
12
the
facts
stated
in
the
certificate.
13
Sec.
11.
Section
490.129,
Code
2020,
is
amended
by
striking
14
the
section
and
inserting
in
lieu
thereof
the
following:
15
490.129
Penalty
for
signing
false
document.
16
1.
A
person
commits
an
offense
by
signing
a
document
that
17
the
person
knows
is
false
in
any
material
respect
with
intent
18
that
the
document
be
delivered
to
the
secretary
of
state
for
19
filing.
20
2.
An
offense
under
this
section
is
a
serious
misdemeanor
21
punishable
by
a
fine
of
not
to
exceed
one
thousand
dollars.
22
Sec.
12.
Section
490.135,
Code
2020,
is
amended
by
striking
23
the
section
and
inserting
in
lieu
thereof
the
following:
24
490.135
Powers.
25
The
secretary
of
state
has
the
power
reasonably
necessary
to
26
perform
the
duties
required
of
the
secretary
of
state
by
this
27
chapter.
28
Sec.
13.
Section
490.140,
Code
2020,
is
amended
by
striking
29
the
section
and
inserting
in
lieu
thereof
the
following:
30
490.140
Chapter
definitions.
31
As
used
in
this
chapter,
unless
otherwise
specified:
32
1.
“Articles
of
incorporation”
means
the
articles
of
33
incorporation
described
in
section
490.202,
all
amendments
34
to
the
articles
of
incorporation,
and
any
other
documents
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permitted
or
required
to
be
delivered
for
filing
by
a
domestic
1
business
corporation
with
the
secretary
of
state
under
any
2
provision
of
this
chapter
that
modify,
amend,
supplement,
3
restate,
or
replace
the
articles
of
incorporation.
After
4
an
amendment
of
the
articles
of
incorporation
or
any
other
5
document
filed
under
this
chapter
that
restates
the
articles
of
6
incorporation
in
their
entirety,
the
articles
of
incorporation
7
shall
not
include
any
prior
documents.
When
used
with
respect
8
to
a
foreign
corporation
or
a
domestic
or
foreign
nonprofit
9
corporation,
the
“articles
of
incorporation”
of
such
an
entity
10
means
the
document
of
such
entity
that
is
equivalent
to
the
11
articles
of
incorporation
of
a
domestic
business
corporation.
12
2.
“Authorized
shares”
means
the
shares
of
all
classes
a
13
domestic
or
foreign
corporation
is
authorized
to
issue.
14
3.
“Beneficial
shareholder”
means
a
person
who
owns
15
the
beneficial
interest
in
shares,
which
may
be
a
record
16
shareholder
or
a
person
on
whose
behalf
shares
are
registered
17
in
the
name
of
an
intermediary
or
nominee.
18
4.
“Conspicuous”
means
so
written,
displayed,
or
presented
19
that
a
reasonable
person
against
whom
the
writing
is
to
operate
20
should
have
noticed
it.
21
5.
“Corporation”
,
“domestic
corporation”
,
“business
22
corporation”
,
or
“domestic
business
corporation”
means
a
23
corporation
for
profit,
which
is
not
a
foreign
corporation,
24
incorporated
under
this
chapter.
25
6.
“Deliver”
or
“delivery”
means
any
method
of
delivery
26
used
in
conventional
commercial
practice,
including
delivery
27
by
hand,
mail,
commercial
delivery,
and,
if
authorized
in
28
accordance
with
section
490.141,
by
electronic
transmission.
29
7.
“Distribution”
means
a
direct
or
indirect
transfer
of
30
cash
or
other
property,
except
a
corporation’s
own
shares,
31
or
incurrence
of
indebtedness
by
a
corporation
to
or
for
the
32
benefit
of
its
shareholders
in
respect
of
any
of
its
shares.
33
A
distribution
may
be
in
the
form
of
a
payment
of
a
dividend;
34
a
purchase,
redemption,
or
other
acquisition
of
shares;
a
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distribution
of
indebtedness;
a
distribution
in
liquidation;
1
or
otherwise.
2
8.
“Document”
means
any
of
the
following:
3
a.
A
tangible
medium
on
which
information
is
inscribed,
and
4
includes
handwritten,
typed,
printed
or
similar
instruments,
5
and
copies
of
such
instruments.
6
b.
An
electronic
record.
7
9.
“Domestic”
,
with
respect
to
an
entity,
means
an
entity
8
governed
as
to
its
internal
affairs
by
the
law
of
this
state.
9
10.
“Effective
date”
,
when
referring
to
a
document
accepted
10
for
filing
by
the
secretary
of
state,
means
the
time
and
date
11
determined
in
accordance
with
section
490.123.
12
11.
“Electronic”
means
relating
to
technology
having
13
electrical,
digital,
magnetic,
wireless,
optical,
14
electromagnetic,
or
similar
capabilities.
15
12.
“Electronic
record”
means
information
that
is
stored
in
16
an
electronic
or
other
nontangible
medium
and
is
retrievable
in
17
paper
form
through
an
automated
process
used
in
conventional
18
commercial
practice,
unless
otherwise
authorized
in
accordance
19
with
section
490.141,
subsection
10.
20
13.
“Electronic
transmission”
or
“electronically
transmitted”
21
means
any
form
or
process
of
communication
not
directly
22
involving
the
physical
transfer
of
paper
or
another
tangible
23
medium,
which
is
all
of
the
following:
24
a.
Suitable
for
the
retention,
retrieval,
and
reproduction
25
of
information
by
the
recipient.
26
b.
Retrievable
in
paper
form
by
the
recipient
through
an
27
automated
process
used
in
conventional
commercial
practice,
28
unless
otherwise
authorized
in
accordance
with
section
490.141,
29
subsection
10.
30
14.
“Eligible
entity”
means
a
domestic
or
foreign
31
unincorporated
entity
or
a
domestic
or
foreign
nonprofit
32
corporation.
33
15.
“Eligible
interests”
means
interests
or
memberships.
34
16.
“Employee”
includes
an
officer
but
not
a
director.
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A
director
may
accept
duties
that
make
the
director
also
an
1
employee.
2
17.
“Entity”
includes
a
domestic
and
foreign
business
3
corporation;
domestic
and
foreign
nonprofit
corporation;
4
estate;
trust;
domestic
and
foreign
unincorporated
entity;
and
5
a
state,
the
United
States,
and
a
foreign
government.
6
18.
“Expenses”
means
reasonable
expenses
of
any
kind,
7
including
reasonable
fees
and
expenses
of
counsel
and
experts
8
employed
by
the
shareholder,
that
are
incurred
in
connection
9
with
a
matter.
10
19.
“Filing
entity”
means
an
unincorporated
entity,
other
11
than
a
limited
liability
partnership,
that
is
of
a
type
that
12
is
created
by
filing
a
public
organic
record
or
is
required
to
13
file
a
public
organic
record
that
evidences
its
creation.
14
20.
“Foreign”
,
with
respect
to
an
entity,
means
an
entity
15
governed
as
to
its
internal
affairs
by
the
organic
law
of
a
16
jurisdiction
other
than
this
state.
17
21.
“Foreign
corporation”
or
“foreign
business
corporation”
18
means
a
corporation
incorporated
under
a
law
other
than
the
19
law
of
this
state
which
would
be
a
business
corporation
if
20
incorporated
under
the
law
of
this
state.
21
22.
“Foreign
nonprofit
corporation”
means
a
corporation
22
incorporated
under
a
law
other
than
the
law
of
this
state
which
23
would
be
a
nonprofit
corporation
if
incorporated
under
the
law
24
of
this
state.
25
23.
“Foreign
registration
statement”
means
the
foreign
26
registration
statement
described
in
section
490.1503.
27
24.
“Governmental
subdivision”
includes
an
authority,
city,
28
county,
district,
and
municipality.
29
25.
“Governor”
means
any
person
under
whose
authority
the
30
powers
of
an
entity
are
exercised
and
under
whose
direction
the
31
activities
and
affairs
of
the
entity
are
managed
pursuant
to
32
the
organic
law
governing
the
entity
and
its
organic
rules.
33
26.
“Includes”
and
“including”
denote
a
partial
definition
34
or
a
nonexclusive
list.
35
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27.
“Individual”
means
a
natural
person.
1
28.
“Interest”
means
either
or
both
of
the
following
rights
2
under
the
organic
law
governing
an
unincorporated
entity:
3
a.
The
right
to
receive
distributions
from
the
entity
either
4
in
the
ordinary
course
or
upon
liquidation.
5
b.
The
right
to
receive
notice
or
vote
on
issues
involving
6
its
internal
affairs,
other
than
as
an
agent,
assignee,
proxy,
7
or
person
responsible
for
managing
its
business
and
affairs.
8
29.
“Interest
holder”
means
a
person
who
holds
of
record
an
9
interest.
10
30.
a.
“Interest
holder
liability”
means
any
of
the
11
following:
12
(1)
Personal
liability
for
a
debt,
obligation,
or
other
13
liability
of
a
domestic
or
foreign
corporation
or
eligible
14
entity
that
is
imposed
on
a
person
by
any
of
the
following:
15
(a)
Solely
by
reason
of
the
person’s
status
as
a
16
shareholder,
member,
or
interest
holder.
17
(b)
By
the
articles
of
incorporation
of
the
domestic
18
corporation
or
the
organic
rules
of
the
eligible
entity
19
or
foreign
corporation
that
make
one
or
more
specified
20
shareholders,
members,
or
interest
holders,
or
categories
of
21
shareholders,
members,
or
interest
holders,
liable
in
their
22
capacity
as
shareholders,
members,
or
interest
holders
for
all
23
or
specified
liabilities
of
the
corporation
or
eligible
entity.
24
(2)
An
obligation
of
a
shareholder,
member,
or
interest
25
holder
under
the
articles
of
incorporation
of
a
domestic
26
corporation
or
the
organic
rules
of
an
eligible
entity
or
27
foreign
corporation
to
contribute
to
the
entity.
28
b.
For
purposes
of
paragraph
“a”
,
except
as
otherwise
29
provided
in
the
articles
of
incorporation
of
a
domestic
30
corporation
or
the
organic
law
or
organic
rules
of
an
eligible
31
entity
or
a
foreign
corporation,
interest
holder
liability
32
arises
under
paragraph
“a”
,
subparagraph
(1),
when
the
33
corporation
or
eligible
entity
incurs
the
liability.
34
31.
“Jurisdiction
of
formation”
means
the
state
or
country
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the
law
of
which
includes
the
organic
law
governing
a
domestic
1
or
foreign
corporation
or
eligible
entity.
2
32.
“Means”
denotes
an
exhaustive
definition.
3
33.
“Membership”
means
the
rights
of
a
member
in
a
domestic
4
or
foreign
nonprofit
corporation.
5
34.
“Merger”
means
a
transaction
pursuant
to
section
6
490.1102.
7
35.
“Nonfiling
entity”
means
an
unincorporated
entity
that
8
is
of
a
type
that
is
not
created
by
filing
a
public
organic
9
record.
10
36.
“Nonprofit
corporation”
or
“domestic
nonprofit
11
corporation”
means
a
corporation
incorporated
under
the
laws
of
12
this
state
and
subject
to
the
provisions
of
chapter
504.
13
37.
“Organic
law”
means
the
statute
governing
the
internal
14
affairs
of
a
domestic
or
foreign
business
or
nonprofit
15
corporation
or
unincorporated
entity.
16
38.
“Organic
rules”
means
the
public
organic
record
and
17
private
organic
rules
of
a
domestic
or
foreign
corporation
or
18
eligible
entity.
19
39.
“Person”
means
a
person
as
defined
in
section
4.1.
20
40.
“Principal
office”
means
the
office,
in
or
out
of
21
this
state,
so
designated
in
the
biennial
report
or
foreign
22
registration
statement
where
the
principal
executive
offices
of
23
a
domestic
or
foreign
corporation
are
located.
24
41.
a.
“Private
organic
rules”
means
any
of
the
following:
25
(1)
The
bylaws
of
a
domestic
or
foreign
business
or
26
nonprofit
corporation.
27
(2)
The
rules,
regardless
of
whether
in
writing,
that
govern
28
the
internal
affairs
of
an
unincorporated
entity,
are
binding
29
on
all
of
its
interest
holders,
and
are
not
part
of
its
public
30
organic
record,
if
any.
31
b.
Where
private
organic
rules
have
been
amended
or
32
restated,
the
term
means
the
private
organic
rules
as
last
33
amended
or
restated.
34
42.
“Proceeding”
includes
a
civil
suit
and
criminal,
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administrative,
and
investigatory
action.
1
43.
a.
“Public
organic
record”
means
any
of
the
following:
2
(1)
The
articles
of
incorporation
of
a
domestic
or
foreign
3
business
or
nonprofit
corporation.
4
(2)
The
document,
if
any,
the
filing
of
which
is
required
5
to
create
an
unincorporated
entity,
or
which
creates
the
6
unincorporated
entity
and
is
required
to
be
filed.
7
b.
Where
a
public
organic
record
has
been
amended
or
8
restated,
the
term
means
the
public
organic
record
as
last
9
amended
or
restated.
10
44.
“Record
date”
means
the
date
fixed
for
determining
11
the
identity
of
the
corporation’s
shareholders
and
their
12
shareholdings
for
purposes
of
this
chapter.
Unless
another
13
time
is
specified
when
the
record
date
is
fixed,
the
14
determination
shall
be
made
as
of
the
close
of
business
at
the
15
principal
office
of
the
corporation
on
the
date
so
fixed.
16
45.
“Record
shareholder”
means
any
of
the
following:
17
a.
The
person
in
whose
name
shares
are
registered
in
the
18
records
of
the
corporation.
19
b.
The
person
identified
as
the
beneficial
owner
of
shares
20
in
a
beneficial
ownership
certificate
pursuant
to
section
21
490.723
on
file
with
the
corporation
to
the
extent
of
the
22
rights
granted
by
such
certificate.
23
46.
“Registered
foreign
corporation”
means
a
foreign
24
corporation
registered
to
do
business
in
the
state
pursuant
to
25
subchapter
XV.
26
47.
“Secretary”
means
the
corporate
officer
to
whom
the
27
board
of
directors
has
delegated
responsibility
under
section
28
490.840,
subsection
3,
to
maintain
the
minutes
of
the
meetings
29
of
the
board
of
directors
and
of
the
shareholders
and
for
30
authenticating
records
of
the
corporation.
31
48.
“Share
exchange”
means
a
transaction
pursuant
to
section
32
490.1103.
33
49.
“Shareholder”
means
a
record
shareholder.
34
50.
“Shares”
means
the
units
into
which
the
proprietary
35
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interests
in
a
domestic
or
foreign
corporation
are
divided.
1
51.
“Sign”
or
“signature”
means,
with
present
intent
to
2
authenticate
or
adopt
a
document,
doing
any
of
the
following:
3
a.
Executing
or
adopting
a
tangible
symbol
to
a
document,
4
including
any
manual,
facsimile,
or
conformed
signature.
5
b.
Attaching
to
or
logically
associating
with
an
electronic
6
transmission
an
electronic
sound,
symbol,
or
process,
7
and
including
an
electronic
signature
in
an
electronic
8
transmission.
9
52.
“State”
,
when
referring
to
a
part
of
the
United
10
States,
includes
a
state
and
commonwealth,
and
their
agencies
11
and
governmental
subdivisions,
and
a
territory
and
insular
12
possession,
and
their
agencies
and
governmental
subdivisions,
13
of
the
United
States.
14
53.
“Subscriber”
means
a
person
who
subscribes
for
shares
in
15
a
corporation,
whether
before
or
after
incorporation.
16
54.
“Type
of
entity”
means
a
generic
form
of
entity
that
is
17
any
of
the
following:
18
a.
Recognized
at
common
law.
19
b.
Formed
under
an
organic
law,
regardless
of
whether
20
some
entities
formed
under
that
law
are
subject
to
provisions
21
of
that
law
that
create
different
categories
of
the
form
of
22
entity.
23
55.
a.
“Unincorporated
entity”
means
an
organization
24
or
artificial
legal
person
that
either
has
a
separate
legal
25
existence
or
has
the
power
to
acquire
an
estate
in
real
26
property
in
its
own
name
and
that
is
not
any
of
the
following:
27
(1)
A
domestic
or
foreign
business
or
nonprofit
28
corporation.
29
(2)
A
series
of
a
limited
liability
company
or
of
another
30
type
of
entity.
31
(3)
An
estate.
32
(4)
A
trust.
33
(5)
A
state,
the
United
States,
or
foreign
government.
34
b.
“Unincorporated
entity”
includes
a
general
partnership,
35
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limited
liability
company,
limited
partnership,
business
1
trust,
joint
stock
association,
and
unincorporated
nonprofit
2
association.
3
56.
“United
States”
includes
district,
authority,
bureau,
4
commission,
department,
and
any
other
agency
of
the
United
5
States.
6
57.
“Unrestricted
voting
trust
beneficial
owner”
means,
with
7
respect
to
any
shareholder
rights,
a
voting
trust
beneficial
8
owner
whose
entitlement
to
exercise
the
shareholder
right
in
9
question
is
not
inconsistent
with
the
voting
trust
agreement.
10
58.
“Voting
group”
means
all
shares
of
one
or
more
11
classes
or
series
that
under
the
articles
of
incorporation
12
or
this
chapter
are
entitled
to
vote
and
be
counted
together
13
collectively
on
a
matter
at
a
meeting
of
shareholders.
All
14
shares
entitled
by
the
articles
of
incorporation
or
this
15
chapter
to
vote
generally
on
the
matter
are
for
that
purpose
16
a
single
voting
group.
17
59.
“Voting
power”
means
the
current
power
to
vote
in
the
18
election
of
directors.
19
60.
“Voting
trust
beneficial
owner”
means
an
owner
of
20
a
beneficial
interest
in
shares
of
the
corporation
held
21
in
a
voting
trust
established
pursuant
to
section
490.730,
22
subsection
1.
23
61.
“Writing”
or
“written”
means
any
information
in
the
form
24
of
a
document.
25
Sec.
14.
Section
490.141,
Code
2020,
is
amended
by
striking
26
the
section
and
inserting
in
lieu
thereof
the
following:
27
490.141
Notices
and
other
communications.
28
1.
A
notice
under
this
chapter
must
be
in
writing
unless
29
oral
notice
is
reasonable
in
the
circumstances.
Unless
30
otherwise
agreed
between
the
sender
and
the
recipient,
words
31
in
a
notice
or
other
communication
under
this
chapter
must
be
32
in
English.
33
2.
A
notice
or
other
communication
may
be
given
by
any
34
method
of
delivery,
except
that
electronic
transmissions
must
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be
in
accordance
with
this
section.
If
the
methods
of
delivery
1
are
impracticable,
a
notice
or
other
communication
may
be
2
given
by
means
of
a
broad
nonexclusionary
distribution
to
the
3
public,
which
may
include
a
newspaper
of
general
circulation
4
in
the
area
where
published;
radio,
television,
or
other
5
form
of
public
broadcast
communication;
or
other
methods
of
6
distribution
that
the
corporation
has
previously
identified
to
7
its
shareholders.
8
3.
A
notice
or
other
communication
to
a
domestic
corporation
9
or
to
a
foreign
corporation
registered
to
do
business
in
this
10
state
may
be
delivered
to
the
corporation’s
registered
agent
at
11
its
registered
office
or
to
the
secretary
at
the
corporation’s
12
principal
office
shown
in
its
most
recent
biennial
report
or,
13
in
the
case
of
a
foreign
corporation
that
has
not
yet
delivered
14
a
biennial
report,
in
its
foreign
registration
statement.
15
4.
A
notice
or
other
communication
may
be
delivered
by
16
electronic
transmission
if
consented
to
by
the
recipient
or
if
17
authorized
by
subsection
10.
18
5.
Any
consent
under
subsection
4
may
be
revoked
by
the
19
person
who
consented
by
written
or
electronic
notice
to
the
20
person
to
whom
the
consent
was
delivered.
Any
such
consent
is
21
deemed
revoked
if
all
of
the
following
apply:
22
a.
The
corporation
is
unable
to
deliver
two
consecutive
23
electronic
transmissions
given
by
the
corporation
in
accordance
24
with
such
consent.
25
b.
Such
inability
becomes
known
to
the
secretary
or
an
26
assistant
secretary
or
to
the
transfer
agent,
or
other
person
27
responsible
for
the
giving
of
notice
or
other
communications;
28
provided,
however,
the
inadvertent
failure
to
treat
such
29
inability
as
a
revocation
shall
not
invalidate
any
meeting
or
30
other
action.
31
6.
Unless
otherwise
agreed
between
the
sender
and
the
32
recipient,
an
electronic
transmission
is
received
when
all
of
33
the
following
apply:
34
a.
The
electronic
transmission
enters
an
information
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processing
system
that
the
recipient
has
designated
or
uses
1
for
the
purposes
of
receiving
electronic
transmissions
or
2
information
of
the
type
sent,
and
from
which
the
recipient
is
3
able
to
retrieve
the
electronic
transmission.
4
b.
The
electronic
transmission
is
in
a
form
capable
of
being
5
processed
by
that
system.
6
7.
Receipt
of
an
electronic
acknowledgment
from
an
7
information
processing
system
described
in
subsection
6,
8
paragraph
“a”
,
establishes
that
an
electronic
transmission
was
9
received
but,
by
itself,
does
not
establish
that
the
content
10
sent
corresponds
to
the
content
received.
11
8.
An
electronic
transmission
is
received
under
this
12
section
even
if
no
person
is
aware
of
its
receipt.
13
9.
A
notice
or
other
communication,
if
in
a
comprehensible
14
form
or
manner,
is
effective
at
the
earliest
of
the
following:
15
a.
If
in
a
physical
form,
the
earliest
of
when
it
is
16
actually
received,
or
when
it
is
left
at
any
of
the
following:
17
(1)
A
shareholder’s
address
shown
on
the
corporation’s
18
record
of
shareholders
maintained
by
the
corporation
under
19
section
490.1601,
subsection
4.
20
(2)
A
director’s
residence
or
usual
place
of
business.
21
(3)
The
corporation’s
principal
office.
22
b.
If
mailed
by
postage
prepaid
and
correctly
addressed
to
a
23
shareholder,
upon
deposit
in
the
United
States
mail.
24
c.
If
mailed
by
United
States
mail
postage
prepaid
and
25
correctly
addressed
to
a
recipient
other
than
a
shareholder,
26
the
earliest
of
when
it
is
actually
received,
or
as
follows:
27
(1)
If
sent
by
registered
or
certified
mail,
return
receipt
28
requested,
the
date
shown
on
the
return
receipt
signed
by
or
on
29
behalf
of
the
addressee.
30
(2)
Five
days
after
it
is
deposited
in
the
United
States
31
mail.
32
d.
If
an
electronic
transmission,
when
it
is
received
as
33
provided
in
subsection
6.
34
e.
If
oral,
when
communicated.
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10.
A
notice
or
other
communication
may
be
in
the
form
of
1
an
electronic
transmission
that
cannot
be
directly
reproduced
2
in
paper
form
by
the
recipient
through
an
automated
process
3
used
in
conventional
commercial
practice
only
if
all
of
the
4
following
apply:
5
a.
The
electronic
transmission
is
otherwise
retrievable
in
6
perceivable
form.
7
b.
The
sender
and
the
recipient
have
consented
in
writing
to
8
the
use
of
such
form
of
electronic
transmission.
9
11.
If
this
chapter
prescribes
requirements
for
notices
10
or
other
communications
in
particular
circumstances,
those
11
requirements
govern.
If
articles
of
incorporation
or
bylaws
12
prescribe
requirements
for
notices
or
other
communications,
13
not
inconsistent
with
this
section
or
other
provisions
of
14
this
chapter,
those
requirements
govern.
The
articles
of
15
incorporation
or
bylaws
may
authorize
or
require
delivery
of
16
notices
of
meetings
of
directors
by
electronic
transmission.
17
12.
In
the
event
that
any
provisions
of
this
chapter
are
18
deemed
to
modify,
limit,
or
supersede
the
federal
Electronic
19
Signatures
in
Global
and
National
Commerce
Act,
15
U.S.C.
20
§§7001
et
seq.,
the
provisions
of
this
chapter
shall
control
21
to
the
maximum
extent
permitted
by
section
102(a)(2)
of
that
22
federal
Act.
23
13.
a.
Whenever
notice
would
otherwise
be
required
to
be
24
given
under
any
provision
of
this
subchapter
to
a
shareholder,
25
such
notice
need
not
be
given
if
any
of
the
following
apply:
26
(1)
Notices
to
the
shareholders
of
two
consecutive
annual
27
meetings,
and
all
notices
of
meetings
during
the
period
between
28
such
two
consecutive
annual
meetings,
have
been
sent
to
such
29
shareholder
at
such
shareholder’s
address
as
shown
on
the
30
records
of
the
corporation
and
have
been
returned
undeliverable
31
or
could
not
be
delivered.
32
(2)
All,
but
not
less
than
two,
payments
of
dividends
on
33
securities
during
a
twelve-month
period,
or
two
consecutive
34
payments
of
dividends
on
securities
during
a
period
of
more
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than
twelve
months,
have
been
sent
to
such
shareholder
at
1
such
shareholder’s
address
as
shown
on
the
records
of
the
2
corporation
and
have
been
returned
undeliverable
or
could
not
3
be
delivered.
4
b.
If
any
such
shareholder
shall
deliver
to
the
corporation
5
a
written
notice
setting
forth
such
shareholder’s
then-current
6
address,
the
requirement
that
notice
be
given
to
such
7
shareholder
shall
be
reinstated.
8
Sec.
15.
Section
490.142,
Code
2020,
is
amended
by
striking
9
the
section
and
inserting
in
lieu
thereof
the
following:
10
490.142
Number
of
shareholders.
11
1.
For
purposes
of
this
chapter,
any
of
the
following
12
identified
as
a
shareholder
in
a
corporation’s
current
record
13
of
shareholders
constitutes
one
shareholder:
14
a.
Three
or
fewer
co-owners.
15
b.
A
corporation,
partnership,
trust,
estate,
or
other
16
entity.
17
c.
The
trustees,
guardians,
custodians,
or
other
fiduciaries
18
of
a
single
trust,
estate,
or
account.
19
2.
For
purposes
of
this
chapter,
shareholdings
registered
20
in
substantially
similar
names
constitute
one
shareholder
if
21
it
is
reasonable
to
believe
that
the
names
represent
the
same
22
person.
23
Sec.
16.
Section
490.143,
Code
2020,
is
amended
by
striking
24
the
section
and
inserting
in
lieu
thereof
the
following:
25
490.143
Qualified
director.
26
1.
As
used
in
this
chapter,
a
“qualified
director”
means
a
27
director
who
takes
action,
if
at
the
time
action
is
to
be
taken
28
any
of
the
following
applies:
29
a.
Under
section
490.202,
subsection
2,
paragraph
“f”
,
is
30
not
a
director
under
any
of
the
following
circumstances:
31
(1)
To
whom
the
limitation
or
elimination
of
the
duty
of
32
an
officer
to
offer
potential
business
opportunities
to
the
33
corporation
would
apply.
34
(2)
Has
a
material
relationship
with
any
other
person
to
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whom
the
limitation
or
elimination
described
in
subparagraph
1
(1)
would
apply.
2
b.
Under
section
490.744,
does
not
have
any
of
the
3
following:
4
(1)
A
material
interest
in
the
outcome
of
the
proceeding.
5
(2)
A
material
relationship
with
a
person
who
has
such
an
6
interest.
7
c.
Under
section
490.853
or
490.855,
all
of
the
following
8
apply:
9
(1)
The
director
is
not
a
party
to
the
proceeding.
10
(2)
The
director
is
not
a
director
as
to
whom
a
transaction
11
is
a
director’s
conflicting
interest
transaction
or
who
sought
12
a
disclaimer
of
the
corporation’s
interest
in
a
business
13
opportunity
under
section
490.870,
which
transaction
or
14
disclaimer
is
challenged
in
the
proceeding.
15
(3)
The
director
does
not
have
a
material
relationship
with
16
a
director
described
in
either
subparagraph
(1)
or
(2).
17
d.
Under
section
490.862,
the
director
is
not
any
of
the
18
following:
19
(1)
A
director
as
to
whom
the
transaction
is
a
director’s
20
conflicting
interest
transaction.
21
(2)
A
director
who
has
a
material
relationship
with
another
22
director
as
to
whom
the
transaction
is
a
director’s
conflicting
23
interest
transaction.
24
e.
Under
section
490.870,
is
not
a
director
who
does
any
of
25
the
following:
26
(1)
Pursues
or
takes
advantage
of
the
business
opportunity,
27
directly
or
indirectly
through
or
on
behalf
of
another
person.
28
(2)
Has
a
material
relationship
with
a
director
or
officer
29
who
pursues
or
takes
advantage
of
the
business
opportunity,
30
directly,
or
indirectly
through
or
on
behalf
of
another
person.
31
2.
As
used
in
this
section,
all
of
the
following
apply:
32
a.
“Material
interest”
means
an
actual
or
potential
33
benefit
or
detriment,
other
than
one
which
would
devolve
on
34
the
corporation
or
the
shareholders
generally,
that
would
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reasonably
be
expected
to
impair
the
objectivity
of
the
1
director’s
judgment
when
participating
in
the
action
to
be
2
taken.
3
b.
“Material
relationship”
means
a
familial,
financial,
4
professional,
employment,
or
other
relationship
that
would
5
reasonably
be
expected
to
impair
the
objectivity
of
the
6
director’s
judgment
when
participating
in
the
action
to
be
7
taken.
8
3.
The
presence
of
one
or
more
of
the
following
9
circumstances
shall
not
automatically
prevent
a
director
from
10
being
a
qualified
director:
11
a.
Nomination
or
election
of
the
director
to
the
current
12
board
by
any
director
who
is
not
a
qualified
director
with
13
respect
to
the
matter,
or
by
any
person
that
has
a
material
14
relationship
with
that
director,
acting
alone
or
participating
15
with
others.
16
b.
Service
as
a
director
of
another
corporation
of
which
a
17
director
who
is
not
a
qualified
director
with
respect
to
the
18
matter,
or
any
individual
who
has
a
material
relationship
with
19
that
director,
is
or
was
also
a
director.
20
c.
With
respect
to
action
to
be
taken
under
section
490.744,
21
status
as
a
named
defendant,
as
a
director
against
whom
action
22
is
demanded,
or
as
a
director
who
approved
the
conduct
being
23
challenged.
24
Sec.
17.
Section
490.144,
Code
2020,
is
amended
by
striking
25
the
section
and
inserting
in
lieu
thereof
the
following:
26
490.144
Householding.
27
1.
A
corporation
has
delivered
written
notice
or
any
28
other
report
or
statement
under
this
chapter,
the
articles
of
29
incorporation,
or
the
bylaws
to
all
shareholders
who
share
a
30
common
address
if
all
of
the
following
apply:
31
a.
The
corporation
delivers
one
copy
of
the
notice,
report,
32
or
statement
to
the
common
address.
33
b.
The
corporation
addresses
the
notice,
report,
or
34
statement
to
those
shareholders
either
as
a
group
or
to
each
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of
those
shareholders
individually
or
to
the
shareholders
in
a
1
form
to
which
each
of
those
shareholders
has
consented.
2
c.
Each
of
those
shareholders
consents
to
delivery
of
3
a
single
copy
of
such
notice,
report,
or
statement
to
the
4
shareholders’
common
address.
5
2.
Any
such
consent
described
in
subsection
1,
paragraph
6
“b”
or
“c”
,
shall
be
revocable
by
any
of
such
shareholders
who
7
deliver
written
notice
of
revocation
to
the
corporation.
If
8
such
written
notice
of
revocation
is
delivered,
the
corporation
9
shall
begin
providing
individual
notices,
reports,
or
other
10
statements
to
the
revoking
shareholder
no
later
than
thirty
11
days
after
delivery
of
the
written
notice
of
revocation.
12
3.
Any
shareholder
who
fails
to
object
by
written
notice
13
to
the
corporation,
within
sixty
days
of
written
notice
by
14
the
corporation
of
its
intention
to
deliver
single
copies
of
15
notices,
reports,
or
statements
to
shareholders
who
share
a
16
common
address
as
permitted
by
subsection
1,
shall
be
deemed
17
to
have
consented
to
receiving
such
single
copy
at
the
common
18
address;
provided
that
the
notice
of
intention
explains
that
19
consent
may
be
revoked
and
the
method
for
revoking.
20
Sec.
18.
NEW
SECTION
.
490.145
Part
definitions.
21
As
used
in
this
part:
22
1.
“Corporate
action”
means
any
action
taken
by
or
on
23
behalf
of
the
corporation,
including
any
action
taken
by
the
24
incorporator,
the
board
of
directors,
a
committee
of
the
board
25
of
directors,
an
officer
or
agent
of
the
corporation,
or
the
26
shareholders.
27
2.
“Date
of
the
defective
corporate
action”
means
the
date
28
or,
if
the
defective
corporate
action
occurred
or
may
have
29
occurred
on
more
than
one
date,
the
range
of
dates,
or
the
30
approximate
date
or
range
of
dates,
if
the
exact
date
or
range
31
of
dates
is
unknown
or
not
readily
ascertainable,
the
defective
32
corporate
action
was
purported
to
have
been
taken.
33
3.
“Defective
corporate
action”
means
all
of
the
following:
34
a.
Any
corporate
action
purportedly
taken
that
is,
and
at
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the
time
such
corporate
action
was
purportedly
taken
would
1
have
been,
within
the
power
of
the
corporation,
but
is
void
or
2
voidable
due
to
a
failure
of
authorization.
3
b.
An
overissue.
4
4.
“Failure
of
authorization”
means
the
failure
to
5
authorize,
approve,
or
otherwise
effect
a
corporate
action
in
6
compliance
with
the
provisions
of
this
chapter,
the
articles
of
7
incorporation
or
bylaws,
a
corporate
resolution,
or
any
plan
8
or
agreement
to
which
the
corporation
is
a
party,
if
and
to
the
9
extent
such
failure
would
render
such
corporate
action
void
or
10
voidable.
11
5.
“Overissue”
means
the
purported
issuance
of
any
of
the
12
following:
13
a.
Shares
of
a
class
or
series
in
excess
of
the
number
of
14
shares
of
a
class
or
series
the
corporation
has
the
power
to
15
issue
under
section
490.601
at
the
time
of
such
issuance.
16
b.
Shares
of
any
class
or
series
that
is
not
then
authorized
17
for
issuance
by
the
articles
of
incorporation.
18
6.
“Putative
shares”
means
the
shares
of
any
class
or
19
series,
including
shares
issued
upon
exercise
of
rights,
20
options,
warrants
or
other
securities
convertible
into
21
shares
of
the
corporation,
or
interests
with
respect
to
such
22
shares,
that
were
created
or
issued
as
a
result
of
a
defective
23
corporate
action,
and
any
of
the
following
applies:
24
a.
But
for
any
failure
of
authorization
would
constitute
25
valid
shares.
26
b.
Cannot
be
determined
by
the
board
of
directors
to
be
27
valid
shares.
28
7.
“Valid
shares”
means
the
shares
of
any
class
or
series
29
that
have
been
duly
authorized
and
validly
issued
in
accordance
30
with
this
chapter,
including
as
a
result
of
ratification
or
31
validation
under
this
part.
32
8.
a.
“Validation
effective
time”
with
respect
to
any
33
defective
corporate
action
ratified
under
this
part
means
the
34
later
of
the
following:
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(1)
The
time
at
which
the
ratification
of
the
defective
1
corporate
action
is
approved
by
the
shareholders,
or
if
2
approval
of
shareholders
is
not
required,
the
time
at
which
3
the
notice
required
by
section
490.149
becomes
effective
in
4
accordance
with
section
490.141.
5
(2)
The
time
at
which
any
articles
of
validation
filed
in
6
accordance
with
section
490.151
become
effective.
7
b.
The
validation
effective
time
shall
not
be
affected
by
8
the
filing
or
pendency
of
a
judicial
proceeding
under
section
9
490.152
or
otherwise,
unless
otherwise
ordered
by
the
court.
10
Sec.
19.
NEW
SECTION
.
490.146
Defective
corporate
actions.
11
1.
A
defective
corporate
action
shall
not
be
void
or
12
voidable
if
ratified
in
accordance
with
section
490.147
or
13
validated
in
accordance
with
section
490.152.
14
2.
Ratification
under
section
490.147
or
validation
under
15
section
490.152
shall
not
be
deemed
to
be
the
exclusive
means
16
of
ratifying
or
validating
any
defective
corporate
action,
and
17
the
absence
or
failure
of
ratification
in
accordance
with
this
18
part
shall
not,
of
itself,
affect
the
validity
or
effectiveness
19
of
any
corporate
action
properly
ratified
under
common
law
or
20
otherwise,
nor
shall
it
create
a
presumption
that
any
such
21
corporate
action
is
or
was
a
defective
corporate
action
or
void
22
or
voidable.
23
3.
In
the
case
of
an
overissue,
putative
shares
shall
be
24
valid
shares
effective
as
of
the
date
originally
issued
or
25
purportedly
issued
upon
any
of
the
following:
26
a.
The
effectiveness
under
this
part
and
under
subchapter
X
27
of
an
amendment
to
the
articles
of
incorporation
authorizing,
28
designating,
or
creating
such
shares.
29
b.
The
effectiveness
of
any
other
corporate
action
under
30
this
part
ratifying
the
authorization,
designation,
or
creation
31
of
such
shares.
32
Sec.
20.
NEW
SECTION
.
490.147
Ratification
of
defective
33
corporate
actions.
34
1.
To
ratify
a
defective
corporate
action
under
this
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section,
other
than
the
ratification
of
an
election
of
the
1
initial
board
of
directors
under
subsection
2,
the
board
of
2
directors
shall
take
action
ratifying
the
action
in
accordance
3
with
section
490.148,
stating
all
of
the
following:
4
a.
The
defective
corporate
action
to
be
ratified
and,
if
the
5
defective
corporate
action
involved
the
issuance
of
putative
6
shares,
the
number
and
type
of
putative
shares
purportedly
7
issued.
8
b.
The
date
of
the
defective
corporate
action.
9
c.
The
nature
of
the
failure
of
authorization
with
respect
10
to
the
defective
corporate
action
to
be
ratified.
11
d.
That
the
board
of
directors
approves
the
ratification
of
12
the
defective
corporate
action.
13
2.
In
the
event
that
a
defective
corporate
action
to
be
14
ratified
relates
to
the
election
of
the
initial
board
of
15
directors
of
the
corporation
under
section
490.205,
subsection
16
1,
paragraph
“b”
,
a
majority
of
the
persons
who,
at
the
time
of
17
the
ratification,
are
exercising
the
powers
of
directors
may
18
take
an
action
stating
all
of
the
following:
19
a.
The
name
of
the
person
or
persons
who
first
took
20
action
in
the
name
of
the
corporation
as
the
initial
board
of
21
directors
of
the
corporation.
22
b.
The
earlier
of
the
date
on
which
such
persons
first
23
took
such
action
or
were
purported
to
have
been
elected
as
the
24
initial
board
of
directors.
25
c.
That
the
ratification
of
the
election
of
such
person
or
26
persons
as
the
initial
board
of
directors
is
approved.
27
3.
If
any
provision
of
this
chapter,
the
articles
of
28
incorporation
or
bylaws,
any
corporate
resolution,
or
any
29
plan
or
agreement
to
which
the
corporation
is
a
party
in
30
effect
at
the
time
action
under
subsection
1
is
taken
requires
31
shareholder
approval
or
would
have
required
shareholder
32
approval
at
the
date
of
the
occurrence
of
the
defective
33
corporate
action,
the
ratification
of
the
defective
corporate
34
action
approved
in
the
action
taken
by
the
directors
under
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subsection
1
shall
be
submitted
to
the
shareholders
for
1
approval
in
accordance
with
section
490.148.
2
4.
Unless
otherwise
provided
in
the
action
taken
by
the
3
board
of
directors
under
subsection
1,
after
the
action
by
the
4
board
of
directors
has
been
taken
and,
if
required,
approved
5
by
the
shareholders,
the
board
of
directors
may
abandon
the
6
ratification
at
any
time
before
the
validation
effective
time
7
without
further
action
of
the
shareholders.
8
Sec.
21.
NEW
SECTION
.
490.148
Action
on
ratification.
9
1.
The
quorum
and
voting
requirements
applicable
to
a
10
ratifying
action
by
the
board
of
directors
under
section
11
490.147,
subsection
1,
shall
be
the
quorum
and
voting
12
requirements
applicable
to
the
corporate
action
proposed
to
be
13
ratified
at
the
time
such
ratifying
action
is
taken.
14
2.
If
the
ratification
of
the
defective
corporate
action
15
requires
approval
by
the
shareholders
under
section
490.147,
16
subsection
3,
and
if
the
approval
is
to
be
given
at
a
meeting,
17
the
corporation
shall
notify
each
holder
of
valid
and
putative
18
shares,
regardless
of
whether
entitled
to
vote,
as
of
the
19
record
date
for
notice
of
the
meeting
and
as
of
the
date
of
20
the
occurrence
of
defective
corporate
action,
provided
that
21
notice
shall
not
be
required
to
be
given
to
holders
of
valid
or
22
putative
shares
whose
identities
or
addresses
for
notice
cannot
23
be
determined
from
the
records
of
the
corporation.
The
notice
24
must
state
that
the
purpose,
or
one
of
the
purposes,
of
the
25
meeting
is
to
consider
ratification
of
a
defective
corporate
26
action
and
must
be
accompanied
by
all
of
the
following:
27
a.
Either
a
copy
of
the
action
taken
by
the
board
of
28
directors
in
accordance
with
section
490.147,
subsection
1,
29
or
the
information
required
by
section
490.147,
subsection
1,
30
paragraphs
“a”
through
“d”
.
31
b.
A
statement
that
any
claim
that
the
ratification
of
32
such
defective
corporate
action
and
any
putative
shares
issued
33
as
a
result
of
such
defective
corporate
action
should
not
be
34
effective,
or
should
be
effective
only
on
certain
conditions,
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shall
be
brought
within
one
hundred
twenty
days
from
the
1
applicable
validation
effective
time.
2
3.
Except
as
provided
in
subsection
4,
with
respect
to
the
3
voting
requirements
to
ratify
the
election
of
a
director,
the
4
quorum
and
voting
requirements
applicable
to
the
approval
by
5
the
shareholders
required
by
section
490.147,
subsection
3,
6
shall
be
the
quorum
and
voting
requirements
applicable
to
the
7
corporate
action
proposed
to
be
ratified
at
the
time
of
such
8
shareholder
approval.
9
4.
The
approval
by
shareholders
to
ratify
the
election
of
a
10
director
requires
that
the
votes
cast
within
the
voting
group
11
favoring
such
ratification
exceed
the
votes
cast
opposing
such
12
ratification
of
the
election
at
a
meeting
at
which
a
quorum
is
13
present.
14
5.
Putative
shares
on
the
record
date
for
determining
15
the
shareholders
entitled
to
vote
on
any
matter
submitted
to
16
shareholders
under
section
490.147,
subsection
3,
and
without
17
giving
effect
to
any
ratification
of
putative
shares
that
18
becomes
effective
as
a
result
of
such
vote,
shall
neither
be
19
entitled
to
vote
nor
counted
for
quorum
purposes
in
any
vote
to
20
approve
the
ratification
of
any
defective
corporate
action.
21
6.
If
the
approval
under
this
section
of
putative
shares
22
would
result
in
an
overissue,
in
addition
to
the
approval
23
required
by
section
490.147,
approval
of
an
amendment
to
the
24
articles
of
incorporation
under
subchapter
X
to
increase
25
the
number
of
shares
of
an
authorized
class
or
series
or
to
26
authorize
the
creation
of
a
class
or
series
of
shares
so
there
27
would
be
no
overissue
shall
also
be
required.
28
Sec.
22.
NEW
SECTION
.
490.149
Notice
requirements.
29
1.
Unless
shareholder
approval
is
required
under
section
30
490.147,
subsection
3,
prompt
notice
of
an
action
taken
under
31
section
490.147
shall
be
given
to
each
holder
of
valid
and
32
putative
shares,
regardless
of
whether
entitled
to
vote,
as
of
33
all
of
the
following:
34
a.
The
date
of
such
action
by
the
board
of
directors.
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b.
The
date
of
the
defective
corporate
action
ratified,
1
provided
that
notice
shall
not
be
required
to
be
given
to
2
holders
of
valid
and
putative
shares
whose
identities
or
3
addresses
for
notice
cannot
be
determined
from
the
records
of
4
the
corporation.
5
2.
The
notice
must
contain
all
of
the
following:
6
a.
Either
a
copy
of
the
action
taken
by
the
board
of
7
directors
in
accordance
with
section
490.147,
subsection
1
or
8
2,
or
the
information
required
by
section
490.147,
subsection
9
1,
paragraphs
“a”
through
“d”
,
or
section
490.147,
subsection
2,
10
paragraphs
“a”
through
“c”
,
as
applicable.
11
b.
A
statement
that
any
claim
that
the
ratification
of
12
the
defective
corporate
action
and
any
putative
shares
issued
13
as
a
result
of
such
defective
corporate
action
should
not
be
14
effective,
or
should
be
effective
only
on
certain
conditions,
15
shall
be
brought
within
one
hundred
twenty
days
from
the
16
applicable
validation
effective
time.
17
3.
No
notice
under
this
section
is
required
with
respect
18
to
any
action
required
to
be
submitted
to
shareholders
for
19
approval
under
section
490.147,
subsection
3,
if
notice
is
20
given
in
accordance
with
section
490.148,
subsection
2.
21
4.
A
notice
required
by
this
section
may
be
given
in
any
22
manner
permitted
by
section
490.141
and,
for
any
corporation
23
subject
to
the
reporting
requirements
of
section
13
or
15(d)
of
24
the
federal
Securities
Exchange
Act
of
1934,
may
be
given
by
25
means
of
a
filing
or
furnishing
of
such
notice
with
the
United
26
States
securities
and
exchange
commission.
27
Sec.
23.
NEW
SECTION
.
490.150
Effect
of
ratification.
28
From
and
after
the
validation
effective
time,
and
without
29
regard
to
the
one
hundred
twenty-day
period
during
which
30
a
claim
may
be
brought
under
section
490.152,
all
of
the
31
following
shall
apply:
32
1.
Each
defective
corporate
action
ratified
in
accordance
33
with
section
490.147
shall
not
be
void
or
voidable
as
a
result
34
of
the
failure
of
authorization
identified
in
the
action
taken
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under
section
490.147,
subsection
1
or
2,
and
shall
be
deemed
1
a
valid
corporate
action
effective
as
of
the
date
of
the
2
defective
corporate
action.
3
2.
The
issuance
of
each
putative
share
or
fraction
of
a
4
putative
share
purportedly
issued
pursuant
to
a
defective
5
corporate
action
identified
in
the
action
taken
under
section
6
490.147
shall
not
be
void
or
voidable,
and
each
such
putative
7
share
or
fraction
of
a
putative
share
shall
be
deemed
to
be
an
8
identical
share
or
fraction
of
a
valid
share
as
of
the
time
it
9
was
purportedly
issued.
10
3.
Any
corporate
action
taken
subsequent
to
the
defective
11
corporate
action
ratified
in
accordance
with
this
part
in
12
reliance
on
such
defective
corporate
action
having
been
13
validly
effected
and
any
subsequent
defective
corporate
action
14
resulting
directly
or
indirectly
from
such
original
defective
15
corporate
action
shall
be
valid
as
of
the
time
taken.
16
Sec.
24.
NEW
SECTION
.
490.151
Filings.
17
1.
If
the
defective
corporate
action
ratified
under
this
18
part
would
have
required
under
any
other
section
of
this
19
chapter
a
filing
in
accordance
with
this
chapter,
then,
20
regardless
of
whether
a
filing
was
previously
made
in
respect
21
of
such
defective
corporate
action
and
in
lieu
of
a
filing
22
otherwise
required
by
this
chapter,
the
corporation
shall
file
23
articles
of
validation
in
accordance
with
this
section,
and
24
such
articles
of
validation
shall
serve
to
amend
or
substitute
25
for
any
other
filing
with
respect
to
such
defective
corporate
26
action
required
by
this
chapter.
27
2.
The
articles
of
validation
must
set
forth
all
of
the
28
following:
29
a.
The
defective
corporate
action
that
is
the
subject
of
the
30
articles
of
validation,
including
in
the
case
of
any
defective
31
corporate
action
involving
the
issuance
of
putative
shares,
the
32
number
and
type
of
putative
shares
issued
and
the
date
or
dates
33
upon
which
such
putative
shares
were
purported
to
have
been
34
issued.
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b.
The
date
of
the
defective
corporate
action.
1
c.
The
nature
of
the
failure
of
authorization
in
respect
of
2
the
defective
corporate
action.
3
d.
A
statement
that
the
defective
corporate
action
was
4
ratified
in
accordance
with
section
490.147,
including
5
the
date
on
which
the
board
of
directors
ratified
such
6
defective
corporate
action
and
the
date,
if
any,
on
which
7
the
shareholders
approved
the
ratification
of
such
defective
8
corporate
action.
9
e.
The
information
required
by
subsection
3.
10
3.
The
articles
of
validation
must
also
contain
the
11
following
information:
12
a.
If
a
filing
was
previously
made
in
respect
of
the
13
defective
corporate
action
and
no
changes
to
such
filing
are
14
required
to
give
effect
to
the
ratification
of
such
defective
15
corporate
action
in
accordance
with
section
490.147,
the
16
articles
of
validation
must
set
forth
all
of
the
following:
17
(1)
The
name,
title,
and
filing
date
of
the
filing
18
previously
made
and
any
articles
of
correction
to
that
filing.
19
(2)
A
statement
that
a
copy
of
the
filing
previously
made,
20
together
with
any
articles
of
correction
to
that
filing,
is
21
attached
as
an
exhibit
to
the
articles
of
validation.
22
b.
If
a
filing
was
previously
made
in
respect
of
the
23
defective
corporate
action
and
such
filing
requires
any
change
24
to
give
effect
to
the
ratification
of
such
defective
corporate
25
action
in
accordance
with
section
490.147,
the
articles
of
26
validation
must
set
forth
all
of
the
following:
27
(1)
The
name,
title,
and
filing
date
of
the
filing
28
previously
made
and
any
articles
of
correction
to
that
filing.
29
(2)
A
statement
that
a
filing
containing
all
of
the
30
information
required
to
be
included
under
the
applicable
31
section
or
sections
of
this
chapter
to
give
effect
to
such
32
defective
corporate
action
is
attached
as
an
exhibit
to
the
33
articles
of
validation.
34
(3)
The
date
and
time
that
such
filing
is
deemed
to
have
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become
effective.
1
c.
If
a
filing
was
not
previously
made
in
respect
of
the
2
defective
corporate
action
and
the
defective
corporate
action
3
ratified
under
section
490.147
would
have
required
a
filing
4
under
any
other
section
of
this
chapter,
the
articles
of
5
validation
must
set
forth
all
of
the
following:
6
(1)
A
statement
that
a
filing
containing
all
of
the
7
information
required
to
be
included
under
the
applicable
8
section
or
sections
of
this
chapter
to
give
effect
to
such
9
defective
corporate
action
is
attached
as
an
exhibit
to
the
10
articles
of
validation.
11
(2)
The
date
and
time
that
such
filing
is
deemed
to
have
12
become
effective.
13
Sec.
25.
NEW
SECTION
.
490.152
Judicial
proceedings
14
regarding
validity
of
corporate
actions.
15
1.
Upon
application
by
the
corporation,
any
successor
16
entity
to
the
corporation,
a
director
of
the
corporation,
any
17
shareholder,
beneficial
shareholder,
or
unrestricted
voting
18
trust
beneficial
owner
of
the
corporation,
including
any
19
such
shareholder,
beneficial
shareholder,
or
unrestricted
20
voting
trust
beneficial
owner
as
of
the
date
of
the
defective
21
corporate
action
ratified
under
section
490.147,
or
any
other
22
person
claiming
to
be
substantially
and
adversely
affected
by
a
23
ratification
under
section
490.147,
the
district
court
of
the
24
county
where
a
corporation’s
principal
office
or,
if
none
in
25
this
state,
its
registered
office,
is
located
may
do
all
of
the
26
following:
27
a.
Determine
the
validity
and
effectiveness
of
any
corporate
28
action
or
defective
corporate
action.
29
b.
Determine
the
validity
and
effectiveness
of
any
30
ratification
under
section
490.147.
31
c.
Determine
the
validity
of
any
putative
shares.
32
d.
Modify
or
waive
any
of
the
procedures
specified
in
33
section
490.147
or
490.148
to
ratify
a
defective
corporate
34
action.
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2.
In
connection
with
an
action
under
this
section,
the
1
court
may
make
such
findings
or
orders,
and
take
into
account
2
any
factors
or
considerations,
regarding
such
matters
as
it
3
deems
proper
under
the
circumstances.
4
3.
Service
of
process
of
the
application
under
subsection
5
1
on
the
corporation
may
be
made
in
any
manner
provided
by
6
statute
of
this
state
or
by
rule
of
the
applicable
court
for
7
service
on
the
corporation,
and
no
other
party
need
be
joined
8
in
order
for
the
court
to
adjudicate
the
matter.
In
an
action
9
filed
by
the
corporation,
the
court
may
require
notice
of
the
10
action
to
be
provided
to
other
persons
specified
by
the
court
11
and
permit
such
other
persons
to
intervene
in
the
action.
12
4.
Notwithstanding
any
other
provision
of
this
section
or
13
otherwise
under
applicable
law,
any
action
asserting
that
the
14
ratification
of
any
defective
corporate
action
and
any
putative
15
shares
issued
as
a
result
of
such
defective
corporate
action
16
should
not
be
effective,
or
should
be
effective
only
on
certain
17
conditions,
shall
be
brought
within
one
hundred
twenty
days
of
18
the
validation
effective
time.
19
Sec.
26.
Section
490.201,
Code
2020,
is
amended
by
striking
20
the
section
and
inserting
in
lieu
thereof
the
following:
21
490.201
Incorporators.
22
One
or
more
persons
may
act
as
the
incorporator
or
23
incorporators
of
a
corporation
by
delivering
articles
of
24
incorporation
to
the
secretary
of
state
for
filing.
25
Sec.
27.
Section
490.202,
Code
2020,
is
amended
by
striking
26
the
section
and
inserting
in
lieu
thereof
the
following:
27
490.202
Articles
of
incorporation.
28
1.
The
articles
of
incorporation
must
set
forth
all
of
the
29
following:
30
a.
A
corporate
name
for
the
corporation
that
satisfies
the
31
requirements
of
section
490.401.
32
b.
The
number
of
shares
the
corporation
is
authorized
to
33
issue.
34
c.
The
street
and
mailing
addresses
of
the
corporation’s
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initial
registered
office
and
the
name
of
its
initial
1
registered
agent
at
that
office.
2
d.
The
name
and
address
of
each
incorporator.
3
2.
The
articles
of
incorporation
may
set
forth
any
of
the
4
following:
5
a.
The
names
and
addresses
of
the
individuals
who
are
to
6
serve
as
the
initial
directors.
7
b.
Provisions
not
inconsistent
with
law
regarding
any
of
the
8
following:
9
(1)
The
purpose
or
purposes
for
which
the
corporation
is
10
organized.
11
(2)
Managing
the
business
and
regulating
the
affairs
of
the
12
corporation.
13
(3)
Defining,
limiting,
and
regulating
the
powers
of
the
14
corporation,
its
board
of
directors,
and
shareholders.
15
(4)
A
par
value
for
authorized
shares
or
classes
of
shares.
16
(5)
The
imposition
of
interest
holder
liability
on
17
shareholders.
18
c.
Any
provision
that
under
this
chapter
is
required
or
19
permitted
to
be
set
forth
in
the
bylaws.
20
d.
A
provision
eliminating
or
limiting
the
liability
21
of
a
director
to
the
corporation
or
its
shareholders
for
22
money
damages
for
any
action
taken,
or
any
failure
to
take
23
any
action,
as
a
director,
except
liability
for
any
of
the
24
following:
25
(1)
The
amount
of
a
financial
benefit
received
by
a
director
26
to
which
the
director
is
not
entitled.
27
(2)
An
intentional
infliction
of
harm
on
the
corporation
or
28
the
shareholders.
29
(3)
A
violation
of
section
490.833.
30
(4)
An
intentional
violation
of
criminal
law.
31
e.
A
provision
permitting
or
making
obligatory
32
indemnification
of
a
director
for
liability,
as
defined
in
33
section
490.850,
to
any
person
for
any
action
taken,
or
any
34
failure
to
take
any
action,
as
a
director,
except
liability
for
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any
of
the
following:
1
(1)
Receipt
of
a
financial
benefit
to
which
the
director
is
2
not
entitled.
3
(2)
An
intentional
infliction
of
harm
on
the
corporation
or
4
its
shareholders.
5
(3)
A
violation
of
section
490.833.
6
(4)
An
intentional
violation
of
criminal
law.
7
f.
A
provision
limiting
or
eliminating
any
duty
of
a
8
director
or
any
other
person
to
offer
the
corporation
the
9
right
to
have
or
participate
in
any,
or
one
or
more
classes
10
or
categories
of,
business
opportunities,
before
the
pursuit
11
or
taking
of
the
opportunity
by
the
director
or
other
person;
12
provided
that
any
application
of
such
a
provision
to
an
officer
13
or
a
related
person
of
that
officer
is
subject
to
all
of
the
14
following:
15
(1)
It
also
requires
approval
of
that
application
by
the
16
board
of
directors,
subsequent
to
the
effective
date
of
the
17
provision,
by
action
of
qualified
directors
taken
in
compliance
18
with
the
same
procedures
as
are
set
forth
in
section
490.862.
19
(2)
It
may
be
limited
by
the
authorizing
action
of
the
20
board.
21
3.
The
articles
of
incorporation
need
not
set
forth
any
of
22
the
corporate
powers
enumerated
in
this
chapter.
23
4.
Provisions
of
the
articles
of
incorporation
may
be
made
24
dependent
upon
facts
objectively
ascertainable
outside
the
25
articles
of
incorporation
in
accordance
with
section
490.120,
26
subsection
11.
27
5.
As
used
in
this
section,
“related
person”
has
the
meaning
28
specified
in
section
490.860.
29
Sec.
28.
Section
490.203,
Code
2020,
is
amended
by
striking
30
the
section
and
inserting
in
lieu
thereof
the
following:
31
490.203
Incorporation.
32
1.
Unless
a
delayed
effective
date
is
specified,
the
33
corporate
existence
begins
when
the
articles
of
incorporation
34
are
filed.
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2.
The
secretary
of
state’s
filing
of
the
articles
of
1
incorporation
is
conclusive
proof
that
the
incorporators
2
satisfied
all
conditions
precedent
to
incorporation
except
in
a
3
proceeding
by
the
state
to
cancel
or
revoke
the
incorporation
4
or
involuntarily
dissolve
the
corporation.
5
Sec.
29.
Section
490.205,
Code
2020,
is
amended
by
striking
6
the
section
and
inserting
in
lieu
thereof
the
following:
7
490.205
Organization
of
corporation.
8
1.
After
incorporation,
the
following
shall
apply:
9
a.
If
initial
directors
are
named
in
the
articles
10
of
incorporation,
the
initial
directors
shall
hold
an
11
organizational
meeting,
at
the
call
of
a
majority
of
the
12
directors,
to
complete
the
organization
of
the
corporation
by
13
appointing
officers,
adopting
bylaws,
and
carrying
on
any
other
14
business
brought
before
the
meeting.
15
b.
If
initial
directors
are
not
named
in
the
articles
of
16
incorporation,
the
incorporator
or
incorporators
shall
hold
17
an
organizational
meeting
at
the
call
of
a
majority
of
the
18
incorporators
to
do
any
of
the
following:
19
(1)
Elect
initial
directors
and
complete
the
organization
20
of
the
corporation.
21
(2)
Elect
a
board
of
directors
who
shall
complete
the
22
organization
of
the
corporation.
23
2.
Action
required
or
permitted
by
this
chapter
to
be
taken
24
by
incorporators
at
an
organizational
meeting
may
be
taken
25
without
a
meeting
if
the
action
taken
is
evidenced
by
one
or
26
more
written
consents
describing
the
action
taken
and
signed
by
27
each
incorporator.
28
3.
An
organizational
meeting
may
be
held
in
or
out
of
this
29
state.
30
Sec.
30.
Section
490.206,
Code
2020,
is
amended
by
striking
31
the
section
and
inserting
in
lieu
thereof
the
following:
32
490.206
Bylaws.
33
1.
The
incorporators
or
board
of
directors
of
a
corporation
34
shall
adopt
initial
bylaws
for
the
corporation.
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2.
The
bylaws
of
a
corporation
may
contain
any
provision
1
that
is
not
inconsistent
with
law
or
the
articles
of
2
incorporation.
3
3.
The
bylaws
may
contain
any
of
the
following
provisions:
4
a.
A
requirement
that
if
the
corporation
solicits
proxies
5
or
consents
with
respect
to
an
election
of
directors,
the
6
corporation
include
in
its
proxy
statement
and
any
form
7
of
its
proxy
or
consent,
to
the
extent
and
subject
to
such
8
procedures
or
conditions
as
are
provided
in
the
bylaws,
one
9
or
more
individuals
nominated
by
a
shareholder
in
addition
to
10
individuals
nominated
by
the
board
of
directors.
11
b.
A
requirement
that
the
corporation
reimburse
the
expenses
12
incurred
by
a
shareholder
in
soliciting
proxies
or
consents
in
13
connection
with
an
election
of
directors,
to
the
extent
and
14
subject
to
such
procedures
and
conditions
as
are
provided
in
15
the
bylaws,
provided
that
no
bylaw
so
adopted
shall
apply
to
16
elections
for
which
any
record
date
precedes
its
adoption.
17
4.
Notwithstanding
section
490.1020,
subsection
2,
18
paragraph
“b”
,
the
shareholders
in
amending,
repealing,
or
19
adopting
a
bylaw
described
in
subsection
3
shall
not
limit
the
20
authority
of
the
board
of
directors
to
amend
or
repeal
any
21
condition
or
procedure
set
forth
in
or
to
add
any
procedure
22
or
condition
to
such
a
bylaw
to
provide
for
a
reasonable,
23
practical,
and
orderly
process.
24
Sec.
31.
Section
490.207,
Code
2020,
is
amended
by
striking
25
the
section
and
inserting
in
lieu
thereof
the
following:
26
490.207
Emergency
bylaws.
27
1.
Unless
the
articles
of
incorporation
provide
otherwise,
28
the
board
of
directors
may
adopt
bylaws
to
be
effective
only
in
29
an
emergency
as
defined
in
subsection
4.
The
emergency
bylaws,
30
which
are
subject
to
amendment
or
repeal
by
the
shareholders,
31
may
make
all
provisions
necessary
for
managing
the
corporation
32
during
the
emergency,
including
any
of
the
following:
33
a.
Procedures
for
calling
a
meeting
of
the
board
of
34
directors.
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b.
Quorum
requirements
for
the
meeting.
1
c.
Designation
of
additional
or
substitute
directors.
2
2.
All
provisions
of
the
regular
bylaws
not
inconsistent
3
with
the
emergency
bylaws
remain
effective
during
the
4
emergency.
The
emergency
bylaws
are
not
effective
after
the
5
emergency
ends.
6
3.
Corporate
action
taken
in
good
faith
in
accordance
with
7
the
emergency
bylaws
has
all
of
the
following
effects:
8
a.
The
action
binds
the
corporation.
9
b.
The
action
shall
not
be
used
to
impose
liability
on
a
10
director,
officer,
employee,
or
agent
of
the
corporation.
11
4.
An
emergency
exists
for
purposes
of
this
section
if
a
12
quorum
of
the
board
of
directors
cannot
readily
be
assembled
13
because
of
some
catastrophic
event.
14
Sec.
32.
NEW
SECTION
.
490.208
Forum
selection
provisions.
15
1.
The
articles
of
incorporation
or
bylaws
may
require
16
that
any
or
all
internal
corporate
claims
shall
be
brought
17
exclusively
in
any
specified
court
or
courts
of
this
state
18
and,
if
so
specified,
in
any
additional
courts
in
this
state
19
or
in
any
other
jurisdictions
with
which
the
corporation
has
a
20
reasonable
relationship.
21
2.
A
provision
of
the
articles
of
incorporation
or
bylaws
22
adopted
under
subsection
1
shall
not
have
the
effect
of
23
conferring
jurisdiction
on
any
court
or
over
any
person
or
24
claim,
and
shall
not
apply
if
none
of
the
courts
specified
25
by
such
provision
has
the
requisite
personal
and
subject
26
matter
jurisdiction.
If
the
court
or
courts
of
this
state
27
specified
in
a
provision
adopted
under
subsection
1
do
not
28
have
the
requisite
personal
and
subject
matter
jurisdiction
29
and
another
court
of
this
state
does
have
such
jurisdiction,
30
then
the
internal
corporate
claim
may
be
brought
in
such
other
31
court
of
this
state,
notwithstanding
that
such
other
court
32
of
this
state
is
not
specified
in
such
provision,
and
in
any
33
other
court
specified
in
such
provision
that
has
the
requisite
34
jurisdiction.
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3.
No
provision
of
the
articles
of
incorporation
or
bylaws
1
may
prohibit
bringing
an
internal
corporate
claim
in
the
2
courts
of
this
state
or
require
such
claims
to
be
determined
3
by
arbitration.
4
4.
“Internal
corporate
claim”
means,
for
the
purposes
of
5
this
section,
any
of
the
following:
6
a.
Any
claim
that
is
based
upon
a
violation
of
a
duty
7
under
the
laws
of
this
state
by
a
current
or
former
director,
8
officer,
or
shareholder
in
such
capacity.
9
b.
Any
derivative
action
or
proceeding
brought
on
behalf
of
10
the
corporation.
11
c.
Any
action
asserting
a
claim
arising
pursuant
to
any
12
provision
of
this
chapter
or
the
articles
of
incorporation
or
13
bylaws.
14
d.
Any
action
asserting
a
claim
governed
by
the
internal
15
affairs
doctrine
that
is
not
included
in
paragraphs
“a”
through
16
“c”
.
17
Sec.
33.
Section
490.302,
Code
2020,
is
amended
by
striking
18
the
section
and
inserting
in
lieu
thereof
the
following:
19
490.302
General
powers.
20
Unless
its
articles
of
incorporation
provide
otherwise,
21
every
corporation
has
perpetual
duration
and
succession
in
its
22
corporate
name
and
has
the
same
powers
as
an
individual
to
do
23
all
things
necessary
or
convenient
to
carry
out
its
business
24
and
affairs,
including
the
power
to
do
all
of
the
following:
25
1.
Sue
and
be
sued,
complain,
and
defend
in
its
corporate
26
name.
27
2.
Have
a
corporate
seal,
which
may
be
altered
at
will,
and
28
to
use
it,
or
a
facsimile
of
it,
by
impressing
or
affixing
it
or
29
in
any
other
manner
reproducing
it.
30
3.
Make
and
amend
bylaws,
not
inconsistent
with
its
articles
31
of
incorporation
or
with
the
laws
of
this
state,
for
managing
32
the
business
and
regulating
the
affairs
of
the
corporation.
33
4.
Purchase,
receive,
lease,
or
otherwise
acquire,
and
own,
34
hold,
improve,
use,
and
otherwise
deal
with,
real
or
personal
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property,
or
any
legal
or
equitable
interest
in
property,
1
wherever
located.
2
5.
Sell,
convey,
mortgage,
pledge,
lease,
exchange,
and
3
otherwise
dispose
of
all
or
any
part
of
its
property.
4
6.
Purchase,
receive,
subscribe
for,
or
otherwise
acquire,
5
own,
hold,
vote,
use,
sell,
mortgage,
lend,
pledge,
or
6
otherwise
dispose
of,
and
deal
in
and
with
shares
or
other
7
interests
in,
or
obligations
of,
any
other
entity.
8
7.
Make
contracts
and
guarantees,
incur
liabilities,
9
borrow
money,
issue
its
notes,
bonds,
and
other
securities
10
and
obligations,
which
may
be
convertible
into
or
include
the
11
option
to
purchase
other
securities
of
the
corporation,
and
12
secure
any
of
its
obligations
by
mortgage
or
pledge
of
any
of
13
its
property,
franchises,
or
income.
14
8.
Lend
money,
invest
and
reinvest
its
funds,
and
receive
15
and
hold
real
and
personal
property
as
security
for
repayment.
16
9.
Be
a
promoter,
partner,
member,
associate,
or
manager
of
17
any
partnership,
joint
venture,
trust,
or
other
entity.
18
10.
Conduct
its
business,
locate
offices,
and
exercise
the
19
powers
granted
by
this
chapter
within
or
without
this
state.
20
11.
Elect
directors
and
appoint
officers,
employees,
and
21
agents
of
the
corporation,
define
their
duties,
fix
their
22
compensation,
and
lend
them
money
and
credit.
23
12.
Pay
pensions
and
establish
pension
plans,
pension
24
trusts,
profit
sharing
plans,
share
bonus
plans,
share
option
25
plans,
and
benefit
or
incentive
plans
for
any
or
all
of
its
26
current
or
former
directors,
officers,
employees,
and
agents.
27
13.
Make
donations
for
the
public
welfare
or
for
charitable,
28
scientific,
or
educational
purposes.
29
14.
Transact
any
lawful
business
that
will
aid
governmental
30
policy.
31
15.
Make
payments
or
donations,
or
do
any
other
act,
not
32
inconsistent
with
law,
that
furthers
the
business
and
affairs
33
of
the
corporation.
34
Sec.
34.
Section
490.303,
Code
2020,
is
amended
by
striking
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the
section
and
inserting
in
lieu
thereof
the
following:
1
490.303
Emergency
powers.
2
1.
In
anticipation
of
or
during
an
emergency
as
defined
in
3
subsection
4,
the
board
of
directors
of
a
corporation
may
do
4
all
of
the
following:
5
a.
Modify
lines
of
succession
to
accommodate
the
incapacity
6
of
any
director,
officer,
employee,
or
agent.
7
b.
Relocate
the
principal
office,
designate
alternative
8
principal
offices
or
regional
offices,
or
authorize
the
9
officers
to
do
so.
10
2.
During
an
emergency
as
defined
in
subsection
4,
unless
11
emergency
bylaws
provide
otherwise:
12
a.
Notice
of
a
meeting
of
the
board
of
directors
need
be
13
given
only
to
those
directors
whom
it
is
practicable
to
reach
14
and
may
be
given
in
any
practicable
manner.
15
b.
One
or
more
officers
of
the
corporation
present
at
a
16
meeting
of
the
board
of
directors
may
be
deemed
to
be
directors
17
for
the
meeting,
in
order
of
rank
and
within
the
same
rank
in
18
order
of
seniority,
as
necessary
to
achieve
a
quorum.
19
3.
Corporate
action
taken
in
good
faith
during
an
emergency
20
under
this
section
to
further
the
ordinary
business
affairs
of
21
the
corporation
shall
both:
22
a.
Bind
the
corporation.
23
b.
Not
be
used
to
impose
liability
on
a
corporate
director,
24
officer,
employee,
or
agent.
25
4.
An
emergency
exists
for
purposes
of
this
section
if
a
26
quorum
of
the
board
of
directors
cannot
readily
be
assembled
27
because
of
some
catastrophic
event.
28
Sec.
35.
Section
490.401,
Code
2020,
is
amended
by
striking
29
the
section
and
inserting
in
lieu
thereof
the
following:
30
490.401
Corporate
name.
31
1.
A
corporate
name
is
subject
to
all
of
the
following:
32
a.
It
must
contain
the
word
“corporation”,
“incorporated”,
33
“company”,
or
“limited”,
or
the
abbreviation
“corp.”,
“inc.”,
34
“co.”,
or
“ltd.”,
or
words
or
abbreviations
of
like
import
in
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another
language.
1
b.
It
must
not
contain
language
stating
or
implying
that
2
the
corporation
is
organized
for
a
purpose
other
than
that
3
permitted
by
section
490.301
and
its
articles
of
incorporation.
4
2.
Except
as
authorized
by
subsections
3
and
4,
a
corporate
5
name
must
be
distinguishable
upon
the
records
of
the
secretary
6
of
state
from
all
of
the
following:
7
a.
The
corporate
name
of
a
corporation
incorporated
in
8
this
state
which
is
not
administratively
dissolved,
or
if
such
9
corporation
has
been
administratively
dissolved,
within
five
10
years
after
the
effective
date
of
dissolution.
11
b.
A
corporate
name
reserved
or
registered
under
section
12
490.402
or
490.403
or
any
similar
provision
of
the
law
of
this
13
state.
14
c.
The
name
of
a
foreign
corporation
registered
to
do
15
business
in
this
state
or
an
alternate
name
adopted
by
a
16
foreign
corporation
registered
to
do
business
in
this
state
17
because
its
corporate
name
is
unavailable.
18
d.
The
corporate
name
of
a
nonprofit
corporation
19
incorporated
in
this
state
which
is
not
administratively
20
dissolved.
21
e.
The
name
of
a
foreign
nonprofit
corporation
registered
22
to
do
business
in
this
state
or
an
alternate
name
adopted
by
a
23
foreign
nonprofit
corporation
registered
to
conduct
activities
24
in
this
state
because
its
real
name
is
unavailable.
25
f.
The
name
of
a
domestic
filing
entity
which
is
not
26
administratively
dissolved.
27
g.
The
name
of
a
foreign
unincorporated
entity
registered
28
to
do
business
in
this
state
or
an
alternate
name
adopted
by
29
such
an
entity
registered
to
conduct
activities
in
this
state
30
because
its
real
name
is
unavailable.
31
h.
A
name
reserved,
registered,
or
protected
as
follows:
32
(1)
For
a
limited
liability
partnership,
section
486A.1001
33
or
486A.1002.
34
(2)
For
a
limited
partnership,
section
488.108,
488.109,
or
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488.810.
1
(3)
For
a
business
corporation,
this
section,
or
section
2
490.402,
490.403,
or
490.1422.
3
(4)
For
a
limited
liability
company
under
chapter
489,
4
section
489.108,
489.109,
or
489.706.
5
(5)
For
a
nonprofit
corporation,
section
504.401,
504.402,
6
504.403,
or
504.1423.
7
3.
A
corporation
may
apply
to
the
secretary
of
state
for
8
authorization
to
use
a
name
that
is
not
distinguishable
upon
9
the
secretary
of
state’s
records
from
one
or
more
of
the
names
10
described
in
subsection
2.
The
secretary
of
state
shall
11
authorize
use
of
the
name
applied
for
if
any
of
the
following
12
conditions
apply:
13
a.
The
other
corporation
or
unincorporated
entity
consents
14
to
the
use
in
writing
and
submits
an
undertaking
in
form
15
satisfactory
to
the
secretary
of
state
to
change
its
name
to
a
16
name
that
is
distinguishable
upon
the
records
of
the
secretary
17
of
state
from
the
name
of
the
applying
corporation.
18
b.
The
applicant
delivers
to
the
secretary
of
state
a
19
certified
copy
of
the
final
judgment
of
a
court
of
competent
20
jurisdiction
establishing
the
applicant’s
right
to
use
the
name
21
applied
for
in
this
state.
22
4.
A
corporation
may
use
the
name,
including
the
fictitious
23
name,
of
another
domestic
or
foreign
corporation
that
is
used
24
in
this
state
if
the
other
corporation
is
incorporated
or
25
authorized
to
transact
business
in
this
state
and
the
proposed
26
user
corporation
submits
documentation
to
the
satisfaction
27
of
the
secretary
of
state
establishing
any
of
the
following
28
conditions:
29
a.
Has
merged
with
the
other
corporation.
30
b.
Has
been
formed
by
reorganization
of
the
other
31
corporation.
32
c.
Has
acquired
all
or
substantially
all
of
the
assets,
33
including
the
corporate
name,
of
the
other
corporation.
34
5.
This
chapter
does
not
control
the
use
of
fictitious
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names;
however,
if
a
corporation
or
a
foreign
corporation
1
uses
a
fictitious
name
in
this
state,
it
shall
deliver
to
the
2
secretary
of
state
for
filing
a
copy
of
the
resolution
of
its
3
board
of
directors,
certified
by
its
secretary,
adopting
the
4
fictitious
name.
5
Sec.
36.
Section
490.402,
Code
2020,
is
amended
by
striking
6
the
section
and
inserting
in
lieu
thereof
the
following:
7
490.402
Reserved
name.
8
1.
A
person
may
reserve
the
exclusive
use
of
a
corporate
9
name,
including
a
fictitious
or
alternate
name
for
a
foreign
10
corporation
whose
corporate
name
is
not
available,
by
11
delivering
an
application
to
the
secretary
of
state
for
12
filing.
The
application
must
set
forth
the
name
and
address
13
of
the
applicant
and
the
name
proposed
to
be
reserved.
If
the
14
secretary
of
state
finds
that
the
corporate
name
applied
for
is
15
available,
the
secretary
of
state
shall
reserve
the
name
for
16
the
applicant’s
exclusive
use
for
a
nonrenewable
one
hundred
17
twenty-day
period.
18
2.
The
owner
of
a
reserved
corporate
name
may
transfer
the
19
reservation
to
another
person
by
delivering
to
the
secretary
of
20
state
a
signed
notice
of
the
transfer
that
states
the
name
and
21
address
of
the
transferee.
22
Sec.
37.
Section
490.403,
Code
2020,
is
amended
by
striking
23
the
section
and
inserting
in
lieu
thereof
the
following:
24
490.403
Registered
name.
25
1.
A
foreign
corporation
may
register
its
corporate
26
name,
or
its
corporate
name
with
the
addition
of
any
word
27
or
abbreviation
listed
in
section
490.401,
subsection
1,
28
paragraph
“a”
,
if
necessary
for
the
corporate
name
to
comply
29
with
section
490.401,
subsection
1,
paragraph
“a”
,
if
the
name
30
is
distinguishable
upon
the
records
of
the
secretary
of
state
31
from
the
corporate
names
that
are
not
available
under
section
32
490.401,
subsection
2.
33
2.
A
foreign
corporation
registers
its
corporate
name,
or
34
its
corporate
name
with
any
addition
permitted
by
subsection
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1,
by
delivering
to
the
secretary
of
state
for
filing
an
1
application
that
complies
with
all
of
the
following:
2
a.
Sets
forth
that
name,
the
state
or
country
and
date
of
3
its
incorporation,
and
a
brief
description
of
the
nature
of
the
4
business
which
is
to
be
conducted
in
this
state.
5
b.
Is
accompanied
by
a
certificate
of
existence,
or
a
6
document
of
similar
import,
from
the
state
or
country
of
7
incorporation.
8
3.
The
name
is
registered
for
the
applicant’s
exclusive
9
use
upon
the
effective
date
of
the
application
and
for
the
10
remainder
of
the
calendar
year,
unless
renewed.
11
4.
A
foreign
corporation
whose
name
registration
is
12
effective
may
renew
it
for
successive
years
by
delivering
13
to
the
secretary
of
state
for
filing
a
renewal
application,
14
which
complies
with
the
requirements
of
subsection
2,
between
15
October
1
and
December
31
of
the
preceding
year.
The
renewal
16
application
when
filed
renews
the
registration
for
the
17
following
calendar
year.
18
5.
a.
A
foreign
corporation
whose
name
registration
is
19
effective
may
thereafter
do
any
of
the
following:
20
(1)
Register
to
do
business
as
a
foreign
corporation
under
21
the
registered
name,
if
it
complies
with
section
490.401,
22
subsection
1,
paragraph
“b”
.
23
(2)
Consent
in
writing
to
the
use
of
that
name
by
a
domestic
24
corporation
thereafter
incorporated
under
this
chapter
or
by
25
another
foreign
corporation.
26
b.
The
registration
terminates
when
the
domestic
corporation
27
is
incorporated
or
the
foreign
corporation
registers
to
do
28
business
under
that
name.
29
Sec.
38.
Section
490.501,
Code
2020,
is
amended
by
striking
30
the
section
and
inserting
in
lieu
thereof
the
following:
31
490.501
Registered
office
and
agent
of
domestic
and
32
registered
foreign
corporations.
33
1.
Each
corporation
shall
continuously
maintain
in
this
34
state
all
of
the
following:
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a.
A
registered
office
that
may
be
the
same
as
any
of
its
1
places
of
business.
2
b.
A
registered
agent,
which
may
be
any
of
the
following:
3
(1)
An
individual
who
resides
in
this
state
and
whose
4
business
office
is
identical
with
the
registered
office.
5
(2)
A
domestic
or
foreign
corporation
or
eligible
entity
6
whose
business
office
is
identical
with
the
registered
office
7
and,
in
the
case
of
a
foreign
corporation
or
foreign
eligible
8
entity,
is
registered
to
do
business
in
this
state.
9
2.
As
used
in
this
subchapter,
“corporation”
means
both
a
10
domestic
corporation
and
a
registered
foreign
corporation.
11
Sec.
39.
Section
490.502,
Code
2020,
is
amended
by
striking
12
the
section
and
inserting
in
lieu
thereof
the
following:
13
490.502
Change
of
registered
office
or
registered
agent.
14
1.
A
corporation
may
change
its
registered
office
or
15
registered
agent
by
delivering
to
the
secretary
of
state
16
for
filing
a
statement
of
change
that
sets
forth
all
of
the
17
following:
18
a.
The
name
of
the
corporation.
19
b.
The
street
and
mailing
addresses
of
its
current
20
registered
office.
21
c.
If
the
current
registered
office
is
to
be
changed,
the
22
street
and
mailing
addresses
of
the
new
registered
office.
23
d.
The
name
of
its
current
registered
agent.
24
e.
If
the
current
registered
agent
is
to
be
changed,
the
25
name
of
the
new
registered
agent
and
the
new
agent’s
written
26
consent,
either
on
the
statement
or
attached
to
it,
to
the
27
appointment.
28
f.
That
after
the
change
or
changes
are
made,
the
street
and
29
mailing
addresses
of
its
registered
office
and
of
the
business
30
office
of
its
registered
agent
will
be
identical.
31
2.
If
the
street
or
mailing
address
of
a
registered
agent’s
32
business
office
changes,
the
agent
shall
change
the
street
or
33
mailing
address
of
the
registered
office
of
any
corporation
for
34
which
the
agent
is
the
registered
agent
by
delivering
a
signed
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written
notice
of
the
change
to
the
corporation
and
delivering
1
to
the
secretary
of
state
for
filing
a
signed
statement
that
2
complies
with
the
requirements
of
subsection
1
and
states
that
3
the
corporation
has
been
notified
of
the
change.
4
3.
If
a
registered
agent
changes
the
registered
agent’s
5
business
address
to
another
place,
the
registered
agent
may
6
change
the
business
address
and
the
address
of
the
registered
7
agent
by
filing
a
statement
as
required
in
subsection
2
for
8
each
corporation,
or
a
single
statement
for
all
corporations
9
named
in
the
notice,
except
that
it
need
be
signed
only
by
the
10
registered
agent
and
need
not
be
responsive
to
subsection
1,
11
paragraph
“e”
,
and
must
recite
that
a
copy
of
the
statement
has
12
been
mailed
to
each
corporation
named
in
the
notice.
13
4.
A
corporation
may
also
change
its
registered
office
or
14
registered
agent
in
its
biennial
report
as
provided
in
section
15
490.1622.
16
Sec.
40.
Section
490.503,
Code
2020,
is
amended
by
striking
17
the
section
and
inserting
in
lieu
thereof
the
following:
18
490.503
Resignation
of
registered
agent.
19
1.
A
registered
agent
may
resign
as
agent
for
a
corporation
20
by
delivering
to
the
secretary
of
state
for
filing
a
statement
21
of
resignation
signed
by
the
agent
which
shall
state
all
of
the
22
following:
23
a.
The
name
of
the
corporation.
24
b.
The
name
of
the
agent.
25
c.
The
agent
resigns
from
serving
as
registered
agent
for
26
the
corporation.
27
d.
The
address
of
the
corporation
to
which
the
agent
will
28
deliver
the
notice
required
by
subsection
3.
29
2.
A
statement
of
resignation
takes
effect
on
the
earlier
30
of
the
following:
31
a.
12:01
a.m.
on
the
thirty-first
day
after
the
day
on
which
32
it
is
filed
by
the
secretary
of
state.
33
b.
The
designation
of
a
new
registered
agent
for
the
34
corporation.
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3.
A
registered
agent
promptly
shall
deliver
to
the
1
corporation
notice
of
the
date
on
which
a
statement
of
2
resignation
was
delivered
to
the
secretary
of
state
for
filing.
3
4.
When
a
statement
of
resignation
takes
effect,
the
person
4
that
resigned
ceases
to
have
responsibility
under
this
chapter
5
for
any
matter
thereafter
tendered
to
it
as
agent
for
the
6
corporation.
The
resignation
does
not
affect
any
contractual
7
rights
the
corporation
has
against
the
agent
or
that
the
agent
8
has
against
the
corporation.
9
5.
A
registered
agent
may
resign
with
respect
to
a
10
corporation
regardless
of
whether
the
corporation
is
in
good
11
standing.
12
Sec.
41.
Section
490.504,
Code
2020,
is
amended
by
striking
13
the
section
and
inserting
in
lieu
thereof
the
following:
14
490.504
Service
on
corporation.
15
1.
A
corporation’s
registered
agent
is
the
corporation’s
16
agent
for
service
of
process,
notice,
or
demand
required
or
17
permitted
by
law
to
be
served
on
the
corporation.
18
2.
If
a
corporation
has
no
registered
agent,
or
the
agent
19
cannot
with
reasonable
diligence
be
served,
the
corporation
20
may
be
served
by
registered
or
certified
mail,
return
receipt
21
requested,
addressed
to
the
secretary
at
the
corporation’s
22
principal
office.
Service
is
perfected
under
this
subsection
23
at
the
earliest
of
the
following:
24
a.
The
date
the
corporation
receives
the
mail.
25
b.
The
date
shown
on
the
return
receipt,
if
signed
on
behalf
26
of
the
corporation.
27
c.
Five
days
after
its
deposit
in
the
United
States
mail,
28
as
evidenced
by
the
postmark,
if
mailed
postpaid
and
correctly
29
addressed.
30
3.
a.
The
secretary
of
state
shall
be
an
agent
of
the
31
corporation
upon
whom
process,
notice,
or
demand
may
be
served,
32
if
any
of
the
following
applies:
33
(1)
The
process,
notice,
or
demand
cannot
be
served
on
a
34
corporation
pursuant
to
subsection
1
or
2.
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(2)
The
process,
notice,
or
demand
is
to
be
served
on
1
a
registered
foreign
corporation
that
has
withdrawn
its
2
registration
pursuant
to
section
490.1507
or
490.1509,
or
the
3
registration
of
which
has
been
terminated
pursuant
to
section
4
490.1511.
5
b.
Service
of
any
process,
notice,
or
demand
on
the
6
secretary
of
state
as
agent
for
a
corporation
may
be
made
by
7
delivering
to
the
secretary
of
state
duplicate
copies
of
the
8
process,
notice,
or
demand.
If
process,
notice,
or
demand
9
is
served
on
the
secretary
of
state,
the
secretary
of
state
10
shall
forward
one
of
the
copies
by
registered
or
certified
11
mail,
return
receipt
requested,
to
the
corporation
at
the
12
last
address
shown
in
the
records
of
the
secretary
of
state.
13
Service
is
effected
under
this
subsection
at
the
earliest
of
14
the
following:
15
(1)
The
date
the
corporation
receives
the
process,
notice,
16
or
demand.
17
(2)
The
date
shown
on
the
return
receipt,
if
signed
on
18
behalf
of
the
corporation.
19
(3)
Five
days
after
the
process,
notice,
or
demand
is
20
deposited
with
the
United
States
mail
by
the
secretary
of
21
state.
22
4.
This
section
does
not
prescribe
the
only
means,
or
23
necessarily
the
required
means,
of
serving
a
corporation.
24
Sec.
42.
Section
490.601,
Code
2020,
is
amended
by
striking
25
the
section
and
inserting
in
lieu
thereof
the
following:
26
490.601
Authorized
shares.
27
1.
The
articles
of
incorporation
must
set
forth
any
classes
28
of
shares
and
series
of
shares
within
a
class,
and
the
number
29
of
shares
of
each
class
and
series,
that
the
corporation
is
30
authorized
to
issue.
If
more
than
one
class
or
series
of
31
shares
is
authorized,
the
articles
of
incorporation
must
32
prescribe
a
distinguishing
designation
for
each
class
or
series
33
and,
before
the
issuance
of
shares
of
a
class
or
series,
34
describe
the
terms,
including
the
preferences,
rights,
and
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limitations
of
that
class
or
series.
Except
to
the
extent
1
varied
as
permitted
by
this
section,
all
shares
of
a
class
or
2
series
must
have
terms,
including
preferences,
rights,
and
3
limitations
that
are
identical
with
those
of
other
shares
of
4
the
same
class
or
series.
5
2.
The
articles
of
incorporation
must
authorize
all
of
the
6
following:
7
a.
One
or
more
classes
or
series
of
shares
that
together
8
have
full
voting
rights.
9
b.
One
or
more
classes
or
series
of
shares,
which
may
be
10
the
same
class,
classes,
or
series
as
those
with
voting
rights,
11
that
together
are
entitled
to
receive
the
net
assets
of
the
12
corporation
upon
dissolution.
13
3.
The
articles
of
incorporation
may
authorize
one
or
more
14
classes
or
series
of
shares
that
have
any
of
the
following
15
characteristics:
16
a.
Have
special,
conditional,
or
limited
voting
rights,
or
17
no
right
to
vote,
except
to
the
extent
otherwise
provided
by
18
this
chapter.
19
b.
Are
redeemable
or
convertible
as
specified
in
the
20
articles
of
incorporation
in
any
of
the
following
ways:
21
(1)
At
the
option
of
the
corporation,
the
shareholder,
or
22
another
person
or
upon
the
occurrence
of
a
specified
event.
23
(2)
For
cash,
indebtedness,
securities,
or
other
property.
24
(3)
At
prices
and
in
amounts
specified
or
determined
in
25
accordance
with
a
formula.
26
c.
Entitle
the
holders
to
distributions
calculated
in
27
any
manner,
including
dividends
that
may
be
cumulative,
28
noncumulative,
or
partially
cumulative.
29
d.
Have
preference
over
any
other
class
or
series
of
shares
30
with
respect
to
distributions,
including
distributions
upon
the
31
dissolution
of
the
corporation.
32
4.
The
terms
of
shares
may
be
made
dependent
upon
facts
33
objectively
ascertainable
outside
the
articles
of
incorporation
34
in
accordance
with
section
490.120,
subsection
11.
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5.
Any
of
the
terms
of
shares
may
vary
among
holders
of
the
1
same
class
or
series
so
long
as
such
variations
are
expressly
2
set
forth
in
the
articles
of
incorporation.
3
6.
The
description
of
the
preferences,
rights,
and
4
limitations
of
classes
or
series
of
shares
in
subsection
3
is
5
not
exhaustive.
6
Sec.
43.
Section
490.602,
Code
2020,
is
amended
by
striking
7
the
section
and
inserting
in
lieu
thereof
the
following:
8
490.602
Terms
of
class
or
series
determined
by
board
of
9
directors.
10
1.
If
the
articles
of
incorporation
so
provide,
the
board
11
of
directors
is
authorized,
without
shareholder
approval,
to
12
do
any
of
the
following:
13
a.
Classify
any
unissued
shares
into
one
or
more
classes
or
14
into
one
or
more
series
within
a
class.
15
b.
Reclassify
any
unissued
shares
of
any
class
into
one
16
or
more
classes
or
into
one
or
more
series
within
one
or
more
17
classes.
18
c.
Reclassify
any
unissued
shares
of
any
series
of
any
class
19
into
one
or
more
classes
or
into
one
or
more
series
within
a
20
class.
21
2.
If
the
board
of
directors
acts
pursuant
to
subsection
22
1,
it
shall
determine
the
terms,
including
the
preferences,
23
rights,
and
limitations,
to
the
same
extent
permitted
under
24
section
490.601,
of
any
of
the
following:
25
a.
Any
class
of
shares
before
the
issuance
of
any
shares
of
26
that
class.
27
b.
Any
series
within
a
class
before
the
issuance
of
any
28
shares
of
that
series.
29
3.
Before
issuing
any
shares
of
a
class
or
series
created
30
under
this
section,
the
corporation
shall
deliver
to
the
31
secretary
of
state
for
filing
articles
of
amendment
setting
32
forth
the
terms
determined
under
subsection
1.
33
Sec.
44.
Section
490.603,
Code
2020,
is
amended
by
striking
34
the
section
and
inserting
in
lieu
thereof
the
following:
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490.603
Issued
and
outstanding
shares.
1
1.
A
corporation
may
issue
the
number
of
shares
of
each
2
class
or
series
authorized
by
the
articles
of
incorporation.
3
Shares
that
are
issued
are
outstanding
shares
until
they
are
4
reacquired,
redeemed,
converted,
or
canceled.
5
2.
The
reacquisition,
redemption,
or
conversion
of
6
outstanding
shares
is
subject
to
the
limitations
of
subsection
7
3
and
to
section
490.640.
8
3.
At
all
times
that
shares
of
the
corporation
are
9
outstanding,
one
or
more
shares
that
together
have
full
voting
10
rights
and
one
or
more
shares
that
together
are
entitled
to
11
receive
the
net
assets
of
the
corporation
upon
dissolution
must
12
be
outstanding.
13
Sec.
45.
Section
490.604,
Code
2020,
is
amended
by
striking
14
the
section
and
inserting
in
lieu
thereof
the
following:
15
490.604
Fractional
shares.
16
1.
A
corporation
may
issue
fractions
of
a
share
or
in
lieu
17
of
doing
so
may
do
any
of
the
following:
18
a.
Pay
in
cash
the
value
of
fractions
of
a
share.
19
b.
Issue
scrip
in
registered
or
bearer
form
entitling
the
20
holder
to
receive
a
full
share
upon
surrendering
enough
scrip
21
to
equal
a
full
share.
22
c.
Arrange
for
disposition
of
fractional
shares
by
the
23
holders
of
such
shares.
24
2.
Each
certificate
representing
scrip
must
be
25
conspicuously
labeled
“scrip”
and
must
contain
the
information
26
required
by
section
490.625,
subsection
2.
27
3.
The
holder
of
a
fractional
share
is
entitled
to
exercise
28
the
rights
of
a
shareholder,
including
the
rights
to
vote,
29
to
receive
dividends,
and
to
receive
distributions
upon
30
dissolution.
The
holder
of
scrip
is
not
entitled
to
any
of
31
these
rights
unless
the
scrip
provides
for
them.
32
4.
The
board
of
directors
may
authorize
the
issuance
of
33
scrip
subject
to
any
condition,
including
any
of
the
following:
34
a.
That
the
scrip
will
become
void
if
not
exchanged
for
full
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shares
before
a
specified
date.
1
b.
That
the
shares
for
which
the
scrip
is
exchangeable
may
2
be
sold
and
the
proceeds
paid
to
the
scripholders.
3
Sec.
46.
Section
490.620,
Code
2020,
is
amended
by
striking
4
the
section
and
inserting
in
lieu
thereof
the
following:
5
490.620
Subscription
for
shares
before
incorporation.
6
1.
A
subscription
for
shares
entered
into
before
7
incorporation
is
irrevocable
for
six
months
unless
the
8
subscription
agreement
provides
a
longer
or
shorter
period
or
9
all
the
subscribers
agree
to
revocation.
10
2.
The
board
of
directors
may
determine
the
payment
terms
11
of
subscriptions
for
shares
that
were
entered
into
before
12
incorporation,
unless
the
subscription
agreement
specifies
13
them.
A
call
for
payment
by
the
board
of
directors
must
be
14
uniform
so
far
as
practicable
as
to
all
shares
of
the
same
15
class
or
series,
unless
the
subscription
agreement
specifies
16
otherwise.
17
3.
Shares
issued
pursuant
to
subscriptions
entered
into
18
before
incorporation
are
fully
paid
and
nonassessable
when
19
the
corporation
receives
the
consideration
specified
in
the
20
subscription
agreement.
21
4.
If
a
subscriber
defaults
in
payment
of
cash
or
22
property
under
a
subscription
agreement
entered
into
before
23
incorporation,
the
corporation
may
collect
the
amount
owed
24
as
any
other
debt.
Alternatively,
unless
the
subscription
25
agreement
provides
otherwise,
the
corporation
may
rescind
the
26
agreement
and
may
sell
the
shares
if
the
debt
remains
unpaid
27
for
more
than
twenty
days
after
the
corporation
delivers
a
28
written
demand
for
payment
to
the
subscriber.
29
5.
A
subscription
agreement
entered
into
after
30
incorporation
is
a
contract
between
the
subscriber
and
the
31
corporation
subject
to
section
490.621.
32
Sec.
47.
Section
490.621,
Code
2020,
is
amended
by
striking
33
the
section
and
inserting
in
lieu
thereof
the
following:
34
490.621
Issuance
of
shares.
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1.
The
powers
granted
in
this
section
to
the
board
of
1
directors
may
be
reserved
to
the
shareholders
by
the
articles
2
of
incorporation.
3
2.
The
board
of
directors
may
authorize
shares
to
be
issued
4
for
consideration
consisting
of
any
tangible
or
intangible
5
property
or
benefit
to
the
corporation,
including
cash,
6
promissory
notes,
services
performed,
contracts
for
services
to
7
be
performed,
or
other
securities
of
the
corporation.
8
3.
Before
the
corporation
issues
shares,
the
board
of
9
directors
shall
determine
that
the
consideration
received
or
10
to
be
received
for
shares
to
be
issued
is
adequate.
That
11
determination
by
the
board
of
directors
is
conclusive
insofar
12
as
the
adequacy
of
consideration
for
the
issuance
of
shares
13
relates
to
whether
the
shares
are
validly
issued,
fully
paid,
14
and
nonassessable.
15
4.
When
the
corporation
receives
the
consideration
for
16
which
the
board
of
directors
authorized
the
issuance
of
shares,
17
the
shares
issued
therefor
are
fully
paid
and
nonassessable.
18
5.
The
corporation
may
place
in
escrow
shares
issued
for
19
a
contract
for
future
services
or
benefits
or
a
promissory
20
note,
or
make
other
arrangements
to
restrict
the
transfer
of
21
the
shares,
and
may
credit
distributions
in
respect
of
the
22
shares
against
their
purchase
price,
until
the
services
are
23
performed,
the
benefits
are
received,
or
the
note
is
paid.
If
24
the
services
are
not
performed,
the
benefits
are
not
received,
25
or
the
note
is
not
paid,
the
shares
escrowed
or
restricted
and
26
the
distributions
credited
may
be
canceled
in
whole
or
part.
27
6.
a.
An
issuance
of
shares
or
other
securities
convertible
28
into
or
rights
exercisable
for
shares
in
a
transaction
or
29
a
series
of
integrated
transactions
requires
approval
of
30
the
shareholders,
at
a
meeting
at
which
a
quorum
consisting
31
of
a
majority,
or
such
greater
number
as
the
articles
of
32
incorporation
may
prescribe,
of
the
votes
entitled
to
be
cast
33
on
the
matter
exists,
if
all
of
the
following
conditions
are
34
satisfied:
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(1)
The
shares,
other
securities,
or
rights
are
to
be
issued
1
for
consideration
other
than
cash
or
cash
equivalents.
2
(2)
The
voting
power
of
shares
that
are
issued
and
issuable
3
as
a
result
of
the
transaction
or
series
of
integrated
4
transactions
will
comprise
more
than
twenty
percent
of
the
5
voting
power
of
the
shares
of
the
corporation
that
were
6
outstanding
immediately
before
the
transaction.
7
b.
For
purposes
of
this
subsection,
the
following
shall
8
apply:
9
(1)
For
purposes
of
determining
the
voting
power
of
shares
10
issued
and
issuable
as
a
result
of
a
transaction
or
series
of
11
integrated
transactions,
the
voting
power
of
shares
or
other
12
securities
convertible
into
or
rights
exercisable
for
shares
13
shall
be
the
greater
of
the
following:
14
(a)
The
voting
power
of
the
shares
to
be
issued.
15
(b)
The
voting
power
of
the
shares
that
would
be
outstanding
16
after
giving
effect
to
the
conversion
of
convertible
shares
and
17
other
securities
and
the
exercise
of
rights
to
be
issued.
18
(2)
A
series
of
transactions
is
integrated
only
if
19
consummation
of
one
transaction
is
made
contingent
on
20
consummation
of
one
or
more
of
the
other
transactions.
21
Sec.
48.
Section
490.622,
Code
2020,
is
amended
by
striking
22
the
section
and
inserting
in
lieu
thereof
the
following:
23
490.622
Liability
of
shareholders.
24
1.
A
purchaser
from
a
corporation
of
the
corporation’s
own
25
shares
is
not
liable
to
the
corporation
or
its
creditors
with
26
respect
to
the
shares
except
to
pay
the
consideration
for
which
27
the
shares
were
authorized
to
be
issued
or
specified
in
the
28
subscription
agreement.
29
2.
A
shareholder
of
a
corporation
is
not
personally
liable
30
for
any
liabilities
of
the
corporation,
including
liabilities
31
arising
from
acts
of
the
corporation,
subject
to
the
following
32
exceptions:
33
a.
To
the
extent
provided
in
a
provision
of
the
articles
34
of
incorporation
permitted
by
section
490.202,
subsection
2,
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paragraph
“b”
,
subparagraph
(5).
1
b.
A
shareholder
may
become
personally
liable
by
reason
of
2
the
shareholder’s
own
acts
or
conduct.
3
Sec.
49.
Section
490.623,
Code
2020,
is
amended
by
striking
4
the
section
and
inserting
in
lieu
thereof
the
following:
5
490.623
Share
dividends.
6
1.
Unless
the
articles
of
incorporation
provide
otherwise,
7
shares
may
be
issued
pro
rata
and
without
consideration
to
the
8
corporation’s
shareholders
or
to
the
shareholders
of
one
or
9
more
classes
or
series
of
shares.
An
issuance
of
shares
under
10
this
subsection
is
a
share
dividend.
11
2.
Shares
of
one
class
or
series
shall
not
be
issued
as
a
12
share
dividend
in
respect
of
shares
of
another
class
or
series
13
unless
one
or
more
of
the
following
conditions
are
met:
14
a.
The
articles
of
incorporation
so
authorize.
15
b.
A
majority
of
the
votes
entitled
to
be
cast
by
the
class
16
or
series
to
be
issued
approve
the
issue.
17
c.
There
are
no
outstanding
shares
of
the
class
or
series
18
to
be
issued.
19
3.
The
board
of
directors
may
fix
the
record
date
for
20
determining
shareholders
entitled
to
a
share
dividend,
which
21
date
shall
not
be
retroactive.
If
the
board
of
directors
does
22
not
fix
the
record
date
for
determining
shareholders
entitled
23
to
a
share
dividend,
the
record
date
is
the
date
the
board
of
24
directors
authorizes
the
share
dividend.
25
Sec.
50.
Section
490.624,
Code
2020,
is
amended
by
striking
26
the
section
and
inserting
in
lieu
thereof
the
following:
27
490.624
Share
rights,
options,
warrants,
and
awards.
28
1.
A
corporation
may
issue
rights,
options,
or
warrants
for
29
the
purchase
of
shares
or
other
securities
of
the
corporation.
30
The
board
of
directors
shall
determine
the
terms
and
conditions
31
upon
which
the
rights,
options,
or
warrants
are
issued
and
the
32
terms,
including
the
consideration
for
which
the
shares
or
33
other
securities
are
to
be
issued.
The
authorization
by
the
34
board
of
directors
for
the
corporation
to
issue
such
rights,
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options,
or
warrants
constitutes
authorization
of
the
issuance
1
of
the
shares
or
other
securities
for
which
the
rights,
2
options,
or
warrants
are
exercisable.
3
2.
The
terms
and
conditions
of
such
rights,
options,
or
4
warrants
may
include
restrictions
or
conditions
that
do
any
of
5
the
following:
6
a.
Preclude
or
limit
the
exercise,
transfer,
or
receipt
7
of
such
rights,
options,
or
warrants
by
any
person
or
8
persons
owning
or
offering
to
acquire
a
specified
number
or
9
percentage
of
the
outstanding
shares
or
other
securities
of
the
10
corporation
or
by
any
transferee
or
transferees
of
any
such
11
person
or
persons.
12
b.
Invalidate
or
void
such
rights,
options,
or
warrants
13
held
by
any
such
person
or
persons
or
any
such
transferee
or
14
transferees.
15
3.
The
board
of
directors
may
authorize
one
or
more
officers
16
to
do
any
of
the
following:
17
a.
Designate
the
recipients
of
rights,
options,
warrants,
18
or
other
equity
compensation
awards
that
involve
the
issuance
19
of
shares.
20
b.
Determine,
within
an
amount
and
subject
to
any
other
21
limitations
established
by
the
board
of
directors
and,
if
22
applicable,
the
shareholders,
the
number
of
such
rights,
23
options,
warrants,
or
other
equity
compensation
awards
and
24
the
terms
of
such
rights,
options,
warrants,
or
awards
to
be
25
received
by
the
recipients,
provided
that
an
officer
shall
26
not
use
such
authority
to
designate
the
officer
or
any
other
27
persons
as
the
board
of
directors
may
specify
as
a
recipient
of
28
such
rights,
options,
warrants,
or
other
equity
compensation
29
awards.
30
Sec.
51.
Section
490.625,
Code
2020,
is
amended
by
striking
31
the
section
and
inserting
in
lieu
thereof
the
following:
32
490.625
Form
and
content
of
certificates.
33
1.
Shares
may,
but
need
not,
be
represented
by
certificates.
34
Unless
this
chapter
or
another
statute
expressly
provides
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otherwise,
the
rights
and
obligations
of
shareholders
are
1
identical
regardless
of
whether
their
shares
are
represented
by
2
certificates.
3
2.
At
a
minimum,
each
share
certificate
must
state
on
its
4
face
all
of
the
following:
5
a.
The
name
of
the
corporation
and
that
it
is
organized
6
under
the
law
of
this
state.
7
b.
The
name
of
the
person
to
whom
issued.
8
c.
The
number
and
class
of
shares
and
the
designation
of
the
9
series,
if
any,
the
certificate
represents.
10
3.
a.
If
the
corporation
is
authorized
to
issue
different
11
classes
of
shares
or
series
of
shares
within
a
class,
the
12
front
or
back
of
each
certificate
must
summarize
all
of
the
13
following:
14
(1)
The
preferences,
rights,
and
limitations
applicable
to
15
each
class
and
series.
16
(2)
Any
variations
in
preferences,
rights,
and
limitations
17
among
the
holders
of
the
same
class
or
series.
18
(3)
The
authority
of
the
board
of
directors
to
determine
the
19
terms
of
future
classes
or
series.
20
b.
Alternatively,
each
certificate
may
state
conspicuously
21
on
its
front
or
back
that
the
corporation
will
furnish
the
22
shareholder
this
information
on
request
in
writing
and
without
23
charge.
24
4.
Each
share
certificate
must
be
signed
by
two
officers
25
designated
in
the
bylaws.
26
5.
If
the
person
who
signed
a
share
certificate
no
longer
27
holds
office
when
the
certificate
is
issued,
the
certificate
28
is
nevertheless
valid.
29
Sec.
52.
Section
490.626,
Code
2020,
is
amended
by
striking
30
the
section
and
inserting
in
lieu
thereof
the
following:
31
490.626
Shares
without
certificates.
32
1.
Unless
the
articles
of
incorporation
or
bylaws
provide
33
otherwise,
the
board
of
directors
of
a
corporation
may
34
authorize
the
issuance
of
some
or
all
of
the
shares
of
any
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or
all
of
its
classes
or
series
without
certificates.
The
1
authorization
does
not
affect
shares
already
represented
by
2
certificates
until
they
are
surrendered
to
the
corporation.
3
2.
Within
a
reasonable
time
after
the
issuance
or
transfer
4
of
shares
without
certificates,
the
corporation
shall
deliver
5
to
the
shareholder
a
written
statement
of
the
information
6
required
on
certificates
by
section
490.625,
subsections
2
and
7
3,
and,
if
applicable,
section
490.627.
8
Sec.
53.
Section
490.627,
Code
2020,
is
amended
by
striking
9
the
section
and
inserting
in
lieu
thereof
the
following:
10
490.627
Restriction
on
transfer
of
shares.
11
1.
The
articles
of
incorporation,
the
bylaws,
an
agreement
12
among
shareholders,
or
an
agreement
between
shareholders
13
and
the
corporation
may
impose
restrictions
on
the
transfer
14
or
registration
of
transfer
of
shares
of
the
corporation.
15
A
restriction
does
not
affect
shares
issued
before
the
16
restriction
was
adopted
unless
the
holders
of
the
shares
are
17
parties
to
the
restriction
agreement
or
voted
in
favor
of
the
18
restriction.
19
2.
A
restriction
on
the
transfer
or
registration
of
transfer
20
of
shares
is
valid
and
enforceable
against
the
holder
or
a
21
transferee
of
the
holder
if
the
restriction
is
authorized
22
by
this
section
and
its
existence
is
noted
conspicuously
23
on
the
front
or
back
of
the
certificate
or
is
contained
24
in
the
information
statement
required
by
section
490.626,
25
subsection
2.
Unless
so
noted,
or
contained,
a
restriction
26
is
not
enforceable
against
a
person
without
knowledge
of
the
27
restriction.
28
3.
A
restriction
on
the
transfer
or
registration
of
transfer
29
of
shares
is
authorized
for
any
of
the
following
purposes:
30
a.
To
maintain
the
corporation’s
status
when
it
is
dependent
31
on
the
number
or
identity
of
its
shareholders.
32
b.
To
preserve
exemptions
under
federal
or
state
securities
33
law.
34
c.
For
any
other
reasonable
purpose.
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4.
A
restriction
on
the
transfer
or
registration
of
transfer
1
of
shares
may
do
any
of
the
following:
2
a.
Obligate
the
shareholder
first
to
offer
the
corporation
3
or
other
persons,
separately,
consecutively,
or
simultaneously,
4
an
opportunity
to
acquire
the
restricted
shares.
5
b.
Obligate
the
corporation
or
other
persons,
separately,
6
consecutively,
or
simultaneously,
to
acquire
the
restricted
7
shares.
8
c.
Require
the
corporation,
the
holders
of
any
class
or
9
series
of
its
shares,
or
other
persons
to
approve
the
transfer
10
of
the
restricted
shares,
if
the
requirement
is
not
manifestly
11
unreasonable.
12
d.
Prohibit
the
transfer
of
the
restricted
shares
to
13
designated
persons
or
classes
of
persons,
if
the
prohibition
14
is
not
manifestly
unreasonable.
15
5.
As
used
in
this
section,
“shares”
includes
a
security
16
convertible
into
or
carrying
a
right
to
subscribe
for
or
17
acquire
shares.
18
Sec.
54.
Section
490.630,
Code
2020,
is
amended
by
striking
19
the
section
and
inserting
in
lieu
thereof
the
following:
20
490.630
Shareholders’
preemptive
rights.
21
1.
The
shareholders
of
a
corporation
do
not
have
a
22
preemptive
right
to
acquire
the
corporation’s
unissued
shares
23
except
to
the
extent
the
articles
of
incorporation
so
provide.
24
2.
A
statement
included
in
the
articles
of
incorporation
25
that
“the
corporation
elects
to
have
preemptive
rights”,
or
26
words
of
similar
effect,
means
that
the
following
principles
27
apply
except
to
the
extent
the
articles
of
incorporation
28
expressly
provide
otherwise:
29
a.
The
shareholders
of
the
corporation
have
a
preemptive
30
right,
granted
on
uniform
terms
and
conditions
prescribed
31
by
the
board
of
directors
to
provide
a
fair
and
reasonable
32
opportunity
to
exercise
the
right,
to
acquire
proportional
33
amounts
of
the
corporation’s
unissued
shares
upon
the
decision
34
of
the
board
of
directors
to
issue
them.
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b.
A
preemptive
right
may
be
waived
by
a
shareholder.
A
1
waiver
evidenced
by
a
writing
is
irrevocable
even
though
it
is
2
not
supported
by
consideration.
3
c.
There
is
no
preemptive
right
with
respect
to
any
of
the
4
following:
5
(1)
Shares
issued
as
compensation
to
directors,
officers,
6
employees,
or
agents
of
the
corporation,
its
subsidiaries,
or
7
its
affiliates.
8
(2)
Shares
issued
to
satisfy
conversion
or
option
rights
9
created
to
provide
compensation
to
directors,
officers,
10
employees,
or
agents
of
the
corporation,
its
subsidiaries,
or
11
its
affiliates.
12
(3)
Shares
authorized
in
the
articles
of
incorporation
13
that
are
issued
within
six
months
from
the
effective
date
of
14
incorporation.
15
(4)
Shares
sold
otherwise
than
for
cash.
16
d.
Holders
of
shares
of
any
class
or
series
without
voting
17
power
but
with
preferential
rights
to
distributions
have
no
18
preemptive
rights
with
respect
to
shares
of
any
class
or
19
series.
20
e.
Holders
of
shares
of
any
class
or
series
with
voting
21
power
but
without
preferential
rights
to
distributions
have
no
22
preemptive
rights
with
respect
to
shares
of
any
class
or
series
23
with
preferential
rights
to
distributions
unless
the
shares
24
with
preferential
rights
are
convertible
into
or
carry
a
right
25
to
subscribe
for
or
acquire
the
shares
without
preferential
26
rights.
27
f.
Shares
subject
to
preemptive
rights
that
are
not
acquired
28
by
shareholders
may
be
issued
to
any
person
for
a
period
of
one
29
year
after
being
offered
to
shareholders
at
a
consideration
30
set
by
the
board
of
directors
that
is
not
lower
than
the
31
consideration
set
for
the
exercise
of
preemptive
rights.
An
32
offer
at
a
lower
consideration
or
after
the
expiration
of
one
33
year
is
subject
to
the
shareholders’
preemptive
rights.
34
3.
As
used
in
this
section,
“shares”
includes
a
security
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convertible
into
or
carrying
a
right
to
subscribe
for
or
1
acquire
shares.
2
Sec.
55.
Section
490.640,
Code
2020,
is
amended
by
striking
3
the
section
and
inserting
in
lieu
thereof
the
following:
4
490.640
Distribution
to
shareholders.
5
1.
A
board
of
directors
may
authorize
and
the
corporation
6
may
make
distributions
to
its
shareholders
subject
to
7
restriction
by
the
articles
of
incorporation
and
the
limitation
8
in
subsection
3.
9
2.
The
board
of
directors
may
fix
the
record
date
for
10
determining
shareholders
entitled
to
a
distribution,
which
11
date
shall
not
be
retroactive.
If
the
board
of
directors
does
12
not
fix
a
record
date
for
determining
shareholders
entitled
13
to
a
distribution,
other
than
one
involving
a
purchase,
14
redemption,
or
other
acquisition
of
the
corporation’s
shares,
15
the
record
date
is
the
date
the
board
of
directors
authorizes
16
the
distribution.
17
3.
A
distribution
shall
not
be
made
if,
after
giving
it
18
effect,
any
of
the
following
would
result:
19
a.
The
corporation
would
not
be
able
to
pay
its
debts
as
20
they
become
due
in
the
usual
course
of
business.
21
b.
The
corporation’s
total
assets
would
be
less
than
22
the
sum
of
its
total
liabilities
plus,
unless
the
articles
23
of
incorporation
permit
otherwise,
the
amount
that
would
be
24
needed,
if
the
corporation
were
to
be
dissolved
at
the
time
25
of
the
distribution,
to
satisfy
the
preferential
rights
upon
26
dissolution
of
shareholders
whose
preferential
rights
are
27
superior
to
those
receiving
the
distribution.
28
4.
The
board
of
directors
may
base
a
determination
29
that
a
distribution
is
not
prohibited
under
subsection
3
30
either
on
financial
statements
prepared
on
the
basis
of
31
accounting
practices
and
principles
that
are
reasonable
in
the
32
circumstances
or
on
a
fair
valuation
or
other
method
that
is
33
reasonable
in
the
circumstances.
34
5.
Except
as
provided
in
subsection
7,
the
effect
of
a
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distribution
under
subsection
3
is
measured
as
follows:
1
a.
In
the
case
of
distribution
by
purchase,
redemption,
2
or
other
acquisition
of
the
corporation’s
shares,
as
of
the
3
earlier
of
the
following:
4
(1)
The
date
cash
or
other
property
is
transferred
or
debt
5
to
a
shareholder
is
incurred
by
the
corporation.
6
(2)
The
date
the
shareholder
ceases
to
be
a
shareholder
with
7
respect
to
the
acquired
shares.
8
b.
In
the
case
of
any
other
distribution
of
indebtedness,
as
9
of
the
date
the
indebtedness
is
distributed.
10
c.
In
all
other
cases,
as
of
the
following:
11
(1)
The
date
the
distribution
is
authorized
if
the
payment
12
occurs
within
one
hundred
twenty
days
after
the
date
of
13
authorization.
14
(2)
The
date
the
payment
is
made
if
it
occurs
more
than
one
15
hundred
twenty
days
after
the
date
of
authorization.
16
6.
A
corporation’s
indebtedness
to
a
shareholder
incurred
17
by
reason
of
a
distribution
made
in
accordance
with
this
18
section
is
at
parity
with
the
corporation’s
indebtedness
to
its
19
general,
unsecured
creditors
except
to
the
extent
subordinated
20
by
agreement.
21
7.
Indebtedness
of
a
corporation,
including
indebtedness
22
issued
as
a
distribution,
is
not
considered
a
liability
for
23
purposes
of
determinations
under
subsection
3
if
its
terms
24
provide
that
payment
of
principal
and
interest
are
made
25
only
if
and
to
the
extent
that
payment
of
a
distribution
to
26
shareholders
could
then
be
made
under
this
section.
If
such
27
indebtedness
is
issued
as
a
distribution,
each
payment
of
28
principal
or
interest
is
treated
as
a
distribution,
the
effect
29
of
which
is
measured
on
the
date
the
payment
is
actually
made.
30
8.
This
section
shall
not
apply
to
distributions
in
31
liquidation
under
subchapter
XIV.
32
Sec.
56.
Section
490.701,
Code
2020,
is
amended
by
striking
33
the
section
and
inserting
in
lieu
thereof
the
following:
34
490.701
Annual
meeting.
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1.
Unless
directors
are
elected
by
written
consent
in
1
lieu
of
an
annual
meeting
as
permitted
by
section
490.704,
a
2
corporation
shall
hold
a
meeting
of
shareholders
annually,
at
a
3
time
stated
in
or
fixed
in
accordance
with
the
bylaws,
at
which
4
directors
shall
be
elected.
5
2.
Unless
the
board
of
directors
determines
to
hold
the
6
meeting
solely
by
means
of
remote
communication
in
accordance
7
with
section
490.709,
subsection
3,
annual
meetings
may
be
held
8
as
follows:
9
a.
In
or
out
of
this
state
at
the
place
stated
in
or
fixed
10
in
accordance
with
the
bylaws.
11
b.
If
no
place
is
stated
in
or
fixed
in
accordance
with
the
12
bylaws,
at
the
corporation’s
principal
office.
13
3.
The
failure
to
hold
an
annual
meeting
at
the
time
stated
14
in
or
fixed
in
accordance
with
a
corporation’s
bylaws
does
not
15
affect
the
validity
of
any
corporate
action.
16
Sec.
57.
Section
490.702,
Code
2020,
is
amended
by
striking
17
the
section
and
inserting
in
lieu
thereof
the
following:
18
490.702
Special
meeting.
19
1.
Except
as
provided
in
subsection
5,
a
corporation
shall
20
hold
a
special
meeting
of
shareholders
upon
the
occurrence
of
21
any
of
the
following:
22
a.
On
call
of
its
board
of
directors
or
the
person
or
23
persons
authorized
to
do
so
by
the
articles
of
incorporation
24
or
bylaws.
25
b.
If
the
shareholders
holding
at
least
ten
percent
of
26
all
the
votes
entitled
to
be
cast
on
an
issue
proposed
to
be
27
considered
at
the
proposed
special
meeting
sign,
date,
and
28
deliver
to
the
corporation
one
or
more
written
demands
for
the
29
meeting
describing
the
purpose
or
purposes
for
which
it
is
30
to
be
held,
provided
that
the
articles
of
incorporation
may
31
fix
a
lower
percentage
or
a
higher
percentage
not
exceeding
32
twenty-five
percent
of
all
the
votes
entitled
to
be
cast
on
any
33
issue
proposed
to
be
considered.
Unless
otherwise
provided
in
34
the
articles
of
incorporation,
a
written
demand
for
a
special
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meeting
may
be
revoked
by
a
writing
to
that
effect
received
1
by
the
corporation
before
the
receipt
by
the
corporation
of
2
demands
sufficient
in
number
to
require
the
holding
of
a
3
special
meeting.
4
2.
If
not
otherwise
fixed
under
section
490.703
or
490.707,
5
the
record
date
for
determining
shareholders
entitled
to
6
demand
a
special
meeting
shall
be
the
first
date
on
which
a
7
signed
shareholder
demand
is
delivered
to
the
corporation.
No
8
written
demand
for
a
special
meeting
shall
be
effective
unless,
9
within
sixty
days
of
the
earliest
date
on
which
such
a
demand
10
delivered
to
the
corporation
as
required
by
this
section
was
11
signed,
written
demands
signed
by
shareholders
holding
at
least
12
the
percentage
of
votes
specified
in
or
fixed
in
accordance
13
with
subsection
1,
paragraph
“b”
,
have
been
delivered
to
the
14
corporation.
15
3.
Unless
the
board
of
directors
determines
to
hold
the
16
meeting
solely
by
remote
participation
in
accordance
with
17
section
490.709,
subsection
3,
special
meetings
of
shareholders
18
may
be
held
as
follows:
19
a.
In
or
out
of
this
state
at
the
place
stated
in
or
fixed
20
in
accordance
with
the
bylaws.
21
b.
If
no
place
is
so
stated
in
or
fixed
in
accordance
with
22
the
bylaws,
at
the
corporation’s
principal
office.
23
4.
Only
business
within
the
purpose
or
purposes
described
in
24
the
meeting
notice
required
by
section
490.705,
subsection
3,
25
may
be
conducted
at
a
special
meeting
of
shareholders.
26
5.
Notwithstanding
subsections
1
through
4,
a
corporation
27
that
has
a
class
of
equity
securities
registered
pursuant
to
28
section
12
of
the
federal
Securities
Exchange
Act
of
1934
is
29
required
to
hold
a
special
meeting
only
upon
the
occurrence
of
30
any
of
the
following:
31
a.
On
call
of
its
board
of
directors
or
the
person
or
32
persons
authorized
to
call
a
special
meeting
by
the
articles
of
33
incorporation
or
bylaws.
34
b.
If
the
holders
of
at
least
fifty
percent
of
all
the
votes
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entitled
to
be
cast
on
any
issue
proposed
to
be
considered
at
1
the
proposed
special
meeting
sign,
date,
and
deliver
to
the
2
corporation’s
secretary
one
or
more
written
demands
for
the
3
meeting
describing
the
purpose
or
purposes
for
which
it
is
to
4
be
held.
5
Sec.
58.
Section
490.703,
Code
2020,
is
amended
by
striking
6
the
section
and
inserting
in
lieu
thereof
the
following:
7
490.703
Court-ordered
meeting.
8
1.
The
district
court
of
the
county
where
a
corporation’s
9
principal
office,
or,
if
none
in
this
state,
its
registered
10
office,
is
located
may
summarily
order
a
meeting
to
be
held
11
pursuant
to
any
of
the
following:
12
a.
On
application
of
any
shareholder
of
the
corporation
if
13
an
annual
meeting
was
not
held
or
action
by
written
consent
in
14
lieu
of
an
annual
meeting
did
not
become
effective
within
the
15
earlier
of
six
months
after
the
end
of
the
corporation’s
fiscal
16
year
or
fifteen
months
after
its
last
annual
meeting.
17
b.
On
application
of
one
or
more
shareholders
who
signed
a
18
demand
for
a
special
meeting
valid
under
section
490.702
if
any
19
of
the
following
applies:
20
(1)
Notice
of
the
special
meeting
was
not
given
within
21
thirty
days
after
the
first
day
on
which
the
requisite
number
22
of
such
demands
have
been
delivered
to
the
corporation.
23
(2)
The
special
meeting
was
not
held
in
accordance
with
the
24
notice.
25
2.
The
court
may
fix
the
time
and
place
of
the
meeting,
26
determine
the
shares
entitled
to
participate
in
the
meeting,
27
specify
a
record
date
or
dates
for
determining
shareholders
28
entitled
to
notice
of
and
to
vote
at
the
meeting,
prescribe
the
29
form
and
content
of
the
meeting
notice,
fix
the
quorum
required
30
for
specific
matters
to
be
considered
at
the
meeting,
or
direct
31
that
the
shares
represented
at
the
meeting
constitute
a
quorum
32
for
action
on
those
matters,
and
enter
other
orders
necessary
33
to
accomplish
the
purpose
or
purposes
of
the
meeting.
34
3.
For
purposes
of
subsection
1,
paragraph
“a”
,
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“
shareholder”
means
a
record
shareholder,
a
beneficial
1
shareholder,
and
an
unrestricted
voting
trust
beneficial
owner.
2
Sec.
59.
Section
490.704,
Code
2020,
is
amended
by
striking
3
the
section
and
inserting
in
lieu
thereof
the
following:
4
490.704
Action
without
meeting.
5
1.
Unless
otherwise
provided
in
the
articles
of
6
incorporation,
any
action
required
or
permitted
by
this
chapter
7
to
be
taken
at
a
shareholders’
meeting
may
be
taken
without
8
a
meeting
or
vote,
and,
except
as
provided
in
subsection
5,
9
without
prior
notice,
if
one
or
more
written
consents
bearing
10
the
date
of
signature
and
describing
the
action
taken
are
11
signed
by
the
holders
of
outstanding
shares
having
not
less
12
than
ninety
percent
of
the
votes
entitled
to
be
cast
at
a
13
meeting
at
which
all
shares
entitled
to
vote
on
the
action
were
14
present
and
voted,
and
are
delivered
to
the
corporation
for
15
inclusion
in
the
minutes
or
filing
with
the
corporate
records.
16
2.
Except
in
the
case
of
a
corporation
that
has
a
class
17
of
equity
securities
registered
pursuant
to
section
12
of
18
the
federal
Securities
Exchange
Act
of
1934,
the
articles
of
19
incorporation
may
provide
that
any
action
required
or
permitted
20
by
this
chapter
to
be
taken
at
a
shareholders’
meeting
may
be
21
taken
without
a
meeting,
and
without
prior
notice,
if
consents
22
in
writing
setting
forth
the
action
so
taken
are
signed
by
23
the
holders
of
outstanding
shares
having
not
less
than
the
24
minimum
number
of
votes
that
would
be
required
to
authorize
25
or
take
the
action
at
a
meeting
at
which
all
shares
entitled
26
to
vote
on
the
action
were
present
and
voted.
However,
if
a
27
corporation’s
articles
of
incorporation
authorize
shareholders
28
to
cumulate
their
votes
when
electing
directors
pursuant
to
29
section
490.728,
directors
shall
not
be
elected
by
less
than
30
unanimous
written
consent.
A
written
consent
must
bear
the
31
date
of
signature
of
the
shareholder
who
signs
the
consent
and
32
be
delivered
to
the
corporation
for
filing
by
the
corporation
33
with
the
minutes
or
corporate
records.
34
3.
If
not
otherwise
fixed
under
section
490.707
and
if
prior
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action
by
the
board
of
directors
is
not
required
respecting
1
the
action
to
be
taken
without
a
meeting,
the
record
date
for
2
determining
the
shareholders
entitled
to
take
action
without
3
a
meeting
shall
be
the
first
date
on
which
a
signed
written
4
consent
is
delivered
to
the
corporation.
If
not
otherwise
5
fixed
under
section
490.707,
and
if
prior
action
by
the
board
6
of
directors
is
required
respecting
the
action
to
be
taken
7
without
a
meeting,
the
record
date
shall
be
the
close
of
8
business
on
the
day
the
resolution
of
the
board
of
directors
9
taking
such
prior
action
is
adopted.
No
written
consent
10
shall
be
effective
to
take
the
corporate
action
referred
to
11
therein
unless,
within
sixty
days
of
the
earliest
date
on
12
which
a
consent
delivered
to
the
corporation
as
required
by
13
this
section
was
signed,
written
consents
signed
by
sufficient
14
shareholders
to
take
the
action
have
been
delivered
to
the
15
corporation.
A
written
consent
may
be
revoked
by
a
writing
16
to
that
effect
delivered
to
the
corporation
before
unrevoked
17
written
consents
sufficient
in
number
to
take
the
corporate
18
action
have
been
delivered
to
the
corporation.
19
4.
A
consent
signed
pursuant
to
the
provisions
of
this
20
section
has
the
effect
of
a
vote
taken
at
a
meeting
and
may
21
be
described
as
such
in
any
document.
Unless
the
articles
22
of
incorporation,
bylaws,
or
a
resolution
of
the
board
of
23
directors
provides
for
a
reasonable
delay
to
permit
tabulation
24
of
written
consents,
the
action
taken
by
written
consent
25
shall
be
effective
when
written
consents
signed
by
sufficient
26
shareholders
to
take
the
action
have
been
delivered
to
the
27
corporation.
28
5.
a.
If
this
chapter
requires
that
notice
of
a
proposed
29
action
be
given
to
nonvoting
shareholders
and
the
action
is
30
to
be
taken
by
written
consent
of
the
voting
shareholders,
31
the
corporation
shall
give
its
nonvoting
shareholders
written
32
notice
of
the
action
not
more
than
ten
days
after
any
of
the
33
following:
34
(1)
Written
consents
sufficient
to
take
the
action
have
been
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delivered
to
the
corporation.
1
(2)
Such
later
date
that
tabulation
of
consents
is
completed
2
pursuant
to
an
authorization
under
subsection
4.
3
b.
The
notice
must
reasonably
describe
the
action
taken
and
4
contain
or
be
accompanied
by
the
same
material
that,
under
any
5
provision
of
this
chapter,
would
have
been
required
to
be
sent
6
to
nonvoting
shareholders
in
a
notice
of
a
meeting
at
which
the
7
proposed
action
would
have
been
submitted
to
the
shareholders
8
for
action.
9
6.
a.
If
action
is
taken
by
less
than
unanimous
written
10
consent
of
the
voting
shareholders,
the
corporation
shall
give
11
its
nonconsenting
voting
shareholders
written
notice
of
the
12
action
not
more
than
ten
days
after
any
of
the
following:
13
(1)
Written
consents
sufficient
to
take
the
action
have
been
14
delivered
to
the
corporation.
15
(2)
Such
later
date
that
tabulation
of
consents
is
completed
16
pursuant
to
an
authorization
under
subsection
4.
17
b.
The
notice
must
reasonably
describe
the
action
taken
18
and
contain
or
be
accompanied
by
the
same
material
that,
under
19
any
provision
of
this
chapter,
would
have
been
required
to
be
20
sent
to
voting
shareholders
in
a
notice
of
a
meeting
at
which
21
the
action
would
have
been
submitted
to
the
shareholders
for
22
action.
23
7.
The
notice
requirements
in
subsections
5
and
6
shall
not
24
delay
the
effectiveness
of
actions
taken
by
written
consent,
25
and
a
failure
to
comply
with
such
notice
requirements
shall
26
not
invalidate
actions
taken
by
written
consent,
provided
that
27
this
subsection
shall
not
be
deemed
to
limit
judicial
power
28
to
fashion
any
appropriate
remedy
in
favor
of
a
shareholder
29
adversely
affected
by
a
failure
to
give
such
notice
within
the
30
required
time
period.
31
Sec.
60.
Section
490.705,
Code
2020,
is
amended
by
striking
32
the
section
and
inserting
in
lieu
thereof
the
following:
33
490.705
Notice
of
meeting.
34
1.
A
corporation
shall
notify
shareholders
of
the
date,
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time,
and
place
of
each
annual
and
special
shareholders’
1
meeting
no
fewer
than
ten
nor
more
than
sixty
days
before
2
the
meeting
date.
If
the
board
of
directors
has
authorized
3
participation
by
means
of
remote
communication
pursuant
to
4
section
490.709
for
holders
of
any
class
or
series
of
shares,
5
the
notice
to
the
holders
of
such
class
or
series
of
shares
6
must
describe
the
means
of
remote
communication
to
be
used.
7
The
notice
must
include
the
record
date
for
determining
the
8
shareholders
entitled
to
vote
at
the
meeting,
if
such
date
is
9
different
from
the
record
date
for
determining
shareholders
10
entitled
to
notice
of
the
meeting.
Unless
this
chapter
or
the
11
articles
of
incorporation
require
otherwise,
the
corporation
12
is
required
to
give
notice
only
to
shareholders
entitled
to
13
vote
at
the
meeting
as
of
the
record
date
for
determining
the
14
shareholders
entitled
to
notice
of
the
meeting.
15
2.
Unless
this
chapter
or
the
articles
of
incorporation
16
require
otherwise,
the
notice
of
an
annual
meeting
of
17
shareholders
need
not
include
a
description
of
the
purpose
or
18
purposes
for
which
the
meeting
is
called.
19
3.
Notice
of
a
special
meeting
of
shareholders
must
include
20
a
description
of
the
purpose
or
purposes
for
which
the
meeting
21
is
called.
22
4.
If
not
otherwise
fixed
under
section
490.703
or
490.707,
23
the
record
date
for
determining
shareholders
entitled
to
notice
24
of
and
to
vote
at
an
annual
or
special
shareholders’
meeting
is
25
the
day
before
the
first
notice
is
delivered
to
shareholders.
26
5.
Unless
the
bylaws
require
otherwise,
if
an
annual
or
27
special
shareholders’
meeting
is
adjourned
to
a
different
28
date,
time,
or
place,
if
any,
notice
need
not
be
given
of
the
29
new
date,
time,
or
place,
if
any,
if
the
new
date,
time,
or
30
place,
if
any,
is
announced
at
the
meeting
before
adjournment.
31
However,
if
a
new
record
date
for
the
adjourned
meeting
is
or
32
must
be
fixed
under
section
490.707,
notice
of
the
adjourned
33
meeting
shall
be
given
under
this
section
to
shareholders
34
entitled
to
vote
at
such
adjourned
meeting
as
of
the
record
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date
fixed
for
notice
of
such
adjourned
meeting.
1
Sec.
61.
Section
490.706,
Code
2020,
is
amended
by
striking
2
the
section
and
inserting
in
lieu
thereof
the
following:
3
490.706
Waiver
of
notice.
4
1.
A
shareholder
may
waive
any
notice
required
by
this
5
chapter,
or
the
articles
of
incorporation
or
bylaws,
before
or
6
after
the
date
and
time
stated
in
the
notice.
The
waiver
must
7
be
in
writing,
be
signed
by
the
shareholder
entitled
to
the
8
notice,
and
be
delivered
to
the
corporation
for
filing
by
the
9
corporation
with
the
minutes
or
corporate
records.
10
2.
A
shareholder’s
attendance
at
a
meeting
does
all
of
the
11
following:
12
a.
Waives
objection
to
lack
of
notice
or
defective
notice
13
of
the
meeting,
unless
the
shareholder
at
the
beginning
of
the
14
meeting
objects
to
holding
the
meeting
or
transacting
business
15
at
the
meeting.
16
b.
Waives
objection
to
consideration
of
a
particular
matter
17
at
the
meeting
that
is
not
within
the
purpose
or
purposes
18
described
in
the
meeting
notice,
unless
the
shareholder
objects
19
to
considering
the
matter
when
it
is
presented.
20
Sec.
62.
Section
490.707,
Code
2020,
is
amended
by
striking
21
the
section
and
inserting
in
lieu
thereof
the
following:
22
490.707
Record
date
for
meeting.
23
1.
The
bylaws
may
fix
or
provide
the
manner
of
fixing
the
24
record
date
or
dates
for
one
or
more
voting
groups
to
determine
25
the
shareholders
entitled
to
notice
of
a
shareholders’
meeting,
26
to
demand
a
special
meeting,
to
vote,
or
to
take
any
other
27
action.
If
the
bylaws
do
not
fix
or
provide
for
fixing
a
record
28
date,
the
board
of
directors
may
fix
the
record
date.
29
2.
A
record
date
fixed
under
this
section
shall
not
be
more
30
than
seventy
days
before
the
meeting
or
action
requiring
a
31
determination
of
shareholders
and
shall
not
be
retroactive.
32
3.
A
determination
of
shareholders
entitled
to
notice
of
33
or
to
vote
at
a
shareholders’
meeting
is
effective
for
any
34
adjournment
of
the
meeting
unless
the
board
of
directors
fixes
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a
new
record
date
or
dates,
which
it
shall
do
if
the
meeting
is
1
adjourned
to
a
date
more
than
one
hundred
twenty
days
after
the
2
date
fixed
for
the
original
meeting.
3
4.
If
a
court
orders
a
meeting
adjourned
to
a
date
more
than
4
one
hundred
twenty
days
after
the
date
fixed
for
the
original
5
meeting,
it
may
provide
that
the
original
record
date
or
dates
6
continue
in
effect
or
it
may
fix
a
new
record
date
or
dates.
7
5.
The
record
date
or
dates
for
a
shareholders’
meeting
8
fixed
by
or
in
the
manner
provided
in
the
bylaws
or
by
the
9
board
of
directors
shall
be
the
record
date
for
determining
10
shareholders
entitled
both
to
notice
of
and
to
vote
at
11
the
shareholders’
meeting
unless,
in
the
case
of
a
record
12
date
fixed
by
the
board
of
directors
and
to
the
extent
not
13
prohibited
by
the
bylaws,
the
board,
at
the
time
it
fixes
the
14
record
date
for
shareholders
entitled
to
notice
of
the
meeting,
15
fixes
a
later
record
date
on
or
before
the
date
of
the
meeting
16
to
determine
the
shareholders
entitled
to
vote
at
the
meeting.
17
Sec.
63.
Section
490.708,
Code
2020,
is
amended
by
striking
18
the
section
and
inserting
in
lieu
thereof
the
following:
19
490.708
Conduct
of
meeting.
20
1.
At
each
meeting
of
shareholders,
a
chair
shall
preside.
21
The
chair
shall
be
appointed
as
provided
in
the
bylaws
or,
in
22
the
absence
of
such
provision,
by
the
board
of
directors.
23
2.
The
chair,
unless
the
articles
of
incorporation
or
bylaws
24
provide
otherwise,
shall
determine
the
order
of
business
and
25
shall
have
the
authority
to
establish
rules
for
the
conduct
of
26
the
meeting.
27
3.
Any
rules
adopted
for,
and
the
conduct
of,
the
meeting
28
shall
be
fair
to
shareholders.
29
4.
The
chair
of
the
meeting
shall
announce
at
the
meeting
30
when
the
polls
close
for
each
matter
voted
upon.
If
no
31
announcement
is
made,
the
polls
shall
be
deemed
to
have
closed
32
upon
the
final
adjournment
of
the
meeting.
After
the
polls
33
close,
no
ballots,
proxies,
or
votes
nor
any
revocations
or
34
changes
to
such
ballots,
proxies,
or
votes
may
be
accepted.
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Sec.
64.
Section
490.709,
Code
2020,
is
amended
by
striking
1
the
section
and
inserting
in
lieu
thereof
the
following:
2
490.709
Remote
participation
in
shareholders’
meetings.
3
1.
Shareholders
of
any
class
or
series
of
shares
may
4
participate
in
any
meeting
of
shareholders
by
means
of
remote
5
communication
to
the
extent
the
board
of
directors
authorizes
6
such
participation
for
such
class
or
series.
Participation
as
7
a
shareholder
by
means
of
remote
communication
shall
be
subject
8
to
such
guidelines
and
procedures
as
the
board
of
directors
9
adopts,
and
shall
be
in
conformity
with
subsection
2.
10
2.
Shareholders
participating
in
a
shareholders’
meeting
11
by
means
of
remote
communication
shall
be
deemed
present
and
12
may
vote
at
such
a
meeting
if
the
corporation
has
implemented
13
reasonable
measures
to
do
all
of
the
following:
14
a.
Verify
that
each
person
participating
remotely
as
a
15
shareholder
is
a
shareholder.
16
b.
Provide
such
shareholders
a
reasonable
opportunity
to
17
participate
in
the
meeting
and
to
vote
on
matters
submitted
to
18
the
shareholders,
including
an
opportunity
to
communicate,
and
19
to
read
or
hear
the
proceedings
of
the
meeting,
substantially
20
concurrently
with
such
proceedings.
21
3.
Unless
the
bylaws
require
the
meeting
of
shareholders
to
22
be
held
at
a
place,
the
board
of
directors
may
determine
that
23
any
meeting
of
shareholders
shall
not
be
held
at
any
place
and
24
shall
instead
be
held
solely
by
means
of
remote
communication,
25
but
only
if
the
corporation
implements
the
measures
specified
26
in
subsection
2.
27
Sec.
65.
Section
490.720,
Code
2020,
is
amended
by
striking
28
the
section
and
inserting
in
lieu
thereof
the
following:
29
490.720
Shareholders’
list
for
meeting.
30
1.
After
fixing
a
record
date
for
a
meeting,
a
corporation
31
shall
prepare
an
alphabetical
list
of
the
names
of
all
its
32
shareholders
who
are
entitled
to
notice
of
a
shareholders’
33
meeting.
If
the
board
of
directors
fixes
a
different
record
34
date
under
section
490.707,
subsection
5,
to
determine
the
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shareholders
entitled
to
vote
at
the
meeting,
a
corporation
1
also
shall
prepare
an
alphabetical
list
of
the
names
of
all
2
its
shareholders
who
are
entitled
to
vote
at
the
meeting.
A
3
list
must
be
arranged
by
voting
group
and
within
each
voting
4
group
by
class
or
series
of
shares,
and
show
the
address
of
and
5
number
of
shares
held
by
each
shareholder.
Nothing
contained
6
in
this
subsection
shall
require
the
corporation
to
include
7
on
such
list
the
electronic
mail
address
or
other
electronic
8
contact
information
of
a
shareholder.
9
2.
a.
The
shareholders’
list
for
notice
shall
be
available
10
for
inspection
by
any
shareholder,
beginning
two
business
11
days
after
notice
of
the
meeting
is
given
for
which
the
12
list
was
prepared
and
continuing
through
the
meeting.
The
13
shareholders’
list
for
notice
shall
be
made
available
at
any
14
of
the
following:
15
(1)
The
corporation’s
principal
office
or
at
a
place
16
identified
in
the
meeting
notice
in
the
city
where
the
meeting
17
will
be
held.
18
(2)
A
reasonably
accessible
electronic
network,
provided
19
that
the
information
required
to
gain
access
to
such
list
is
20
provided
with
the
notice
of
the
meeting.
In
the
event
that
21
the
corporation
determines
to
make
the
list
available
on
22
an
electronic
network,
the
corporation
may
take
reasonable
23
steps
to
ensure
that
such
information
is
available
only
to
24
shareholders
of
the
corporation.
25
b.
A
shareholders’
list
for
voting
shall
be
similarly
26
available
for
inspection
promptly
after
the
record
date
for
27
voting.
A
shareholder,
or
the
shareholder’s
agent
or
attorney,
28
is
entitled
on
written
demand
to
inspect
and,
subject
to
the
29
requirements
of
section
490.1602,
subsection
3,
to
copy
a
list,
30
during
regular
business
hours
and
at
the
shareholder’s
expense,
31
during
the
period
it
is
available
for
inspection.
32
3.
If
the
meeting
is
to
be
held
at
a
place,
the
corporation
33
shall
make
the
list
of
shareholders
entitled
to
vote
available
34
at
the
meeting,
and
any
shareholder,
or
the
shareholder’s
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agent
or
attorney,
is
entitled
to
inspect
the
list
at
any
time
1
during
the
meeting
or
any
adjournment.
If
the
meeting
is
to
be
2
held
solely
by
means
of
remote
communication,
then
such
list
3
shall
also
be
open
to
such
inspection
during
the
meeting
on
a
4
reasonably
accessible
electronic
network,
and
the
information
5
required
to
access
such
list
shall
be
provided
with
the
notice
6
of
the
meeting.
7
4.
If
the
corporation
refuses
to
allow
a
shareholder,
or
8
the
shareholder’s
agent
or
attorney,
to
inspect
a
shareholders’
9
list
before
or
at
the
meeting,
or
copy
a
list
as
permitted
10
by
subsection
2,
the
district
court
of
the
county
where
a
11
corporation’s
principal
office
or,
if
none
in
this
state,
12
its
registered
office,
is
located,
on
application
of
the
13
shareholder,
may
summarily
order
the
inspection
or
copying
at
14
the
corporation’s
expense
and
may
postpone
the
meeting
for
15
which
the
list
was
prepared
until
the
inspection
or
copying
is
16
complete.
17
5.
Refusal
or
failure
to
prepare
or
make
available
the
18
shareholders’
list
does
not
affect
the
validity
of
action
taken
19
at
the
meeting.
20
Sec.
66.
Section
490.721,
Code
2020,
is
amended
by
striking
21
the
section
and
inserting
in
lieu
thereof
the
following:
22
490.721
Voting
entitlement
of
shares.
23
1.
Except
as
provided
in
subsections
2
and
4
or
unless
the
24
articles
of
incorporation
provide
otherwise,
each
outstanding
25
share,
regardless
of
class
or
series,
is
entitled
to
one
vote
26
on
each
matter
voted
on
at
a
shareholders’
meeting.
Only
27
shares
are
entitled
to
vote.
28
2.
Shares
of
a
corporation
are
not
entitled
to
vote
if
they
29
are
owned
by
or
otherwise
belong
to
the
corporation
directly,
30
or
indirectly
through
an
entity
of
which
a
majority
of
the
31
voting
power
is
held
directly
or
indirectly
by
the
corporation
32
or
which
is
otherwise
controlled
by
the
corporation.
33
3.
Shares
held
by
the
corporation
in
a
fiduciary
capacity
34
for
the
benefit
of
any
person
are
entitled
to
vote
unless
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they
are
held
for
the
benefit
of,
or
otherwise
belong
to,
the
1
corporation
directly,
or
indirectly
through
an
entity
of
which
2
a
majority
of
the
voting
power
is
held
directly
or
indirectly
3
by
the
corporation
or
which
is
otherwise
controlled
by
the
4
corporation.
5
4.
Redeemable
shares
are
not
entitled
to
vote
after
6
delivery
of
written
notice
of
redemption
is
effective
and
a
7
sum
sufficient
to
redeem
the
shares
has
been
deposited
with
a
8
bank,
trust
company,
or
other
financial
institution
under
an
9
irrevocable
obligation
to
pay
the
holders
the
redemption
price
10
on
surrender
of
the
shares.
11
5.
As
used
in
this
section,
“voting
power”
means
the
current
12
power
to
vote
in
the
election
of
directors
of
a
corporation
or
13
to
elect,
select,
or
appoint
governors
of
another
entity.
14
Sec.
67.
Section
490.722,
Code
2020,
is
amended
by
striking
15
the
section
and
inserting
in
lieu
thereof
the
following:
16
490.722
Proxies.
17
1.
A
shareholder
may
vote
the
shareholder’s
shares
in
person
18
or
by
proxy.
19
2.
A
shareholder,
or
the
shareholder’s
agent
or
20
attorney-in-fact,
may
appoint
a
proxy
to
vote
or
otherwise
21
act
for
the
shareholder
by
signing
an
appointment
form,
or
22
by
an
electronic
transmission.
An
electronic
transmission
23
must
contain
or
be
accompanied
by
information
from
which
the
24
recipient
can
determine
the
date
of
the
transmission
and
that
25
the
transmission
was
authorized
by
the
sender
or
the
sender’s
26
agent
or
attorney-in-fact.
27
3.
An
appointment
of
a
proxy
is
effective
when
a
signed
28
appointment
form
or
an
electronic
transmission
of
the
29
appointment
is
received
by
the
inspector
of
election
or
30
the
officer
or
agent
of
the
corporation
authorized
to
count
31
votes.
An
appointment
is
valid
for
the
term
provided
in
the
32
appointment
form,
and,
if
no
term
is
provided,
is
valid
for
33
eleven
months
unless
the
appointment
is
irrevocable
under
34
subsection
4.
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4.
An
appointment
of
a
proxy
is
revocable
unless
the
1
appointment
form
or
electronic
transmission
states
that
it
is
2
irrevocable
and
the
appointment
is
coupled
with
an
interest.
3
Appointments
coupled
with
an
interest
include,
but
are
not
4
limited
to,
the
appointment
of
any
of
the
following:
5
a.
A
pledgee.
6
b.
A
person
who
purchased
or
agreed
to
purchase
the
shares.
7
c.
A
creditor
of
the
corporation
who
extended
the
8
corporation
credit
under
terms
requiring
the
appointment.
9
d.
An
employee
of
the
corporation
whose
employment
contract
10
requires
the
appointment.
11
e.
A
party
to
a
voting
agreement
created
under
section
12
490.731.
13
5.
The
death
or
incapacity
of
the
shareholder
appointing
14
a
proxy
does
not
affect
the
right
of
the
corporation
to
15
accept
the
proxy’s
authority
unless
notice
of
the
death
or
16
incapacity
is
received
by
the
secretary
or
other
officer
or
17
agent
authorized
to
tabulate
votes
before
the
proxy
exercises
18
the
proxy’s
authority
under
the
appointment.
19
6.
An
appointment
made
irrevocable
under
subsection
4
20
is
revoked
when
the
interest
with
which
it
is
coupled
is
21
extinguished.
22
7.
Unless
it
otherwise
provides,
an
appointment
made
23
irrevocable
under
subsection
4
continues
in
effect
after
24
a
transfer
of
the
shares
and
a
transferee
takes
subject
25
to
the
appointment,
except
that
a
transferee
for
value
of
26
shares
subject
to
an
irrevocable
appointment
may
revoke
the
27
appointment
if
the
transferee
did
not
know
of
its
existence
28
when
acquiring
the
shares
and
the
existence
of
the
irrevocable
29
appointment
was
not
noted
conspicuously
on
the
certificate
30
representing
the
shares
or
on
the
information
statement
for
31
shares
without
certificates.
32
8.
Subject
to
section
490.724
and
to
any
express
limitation
33
on
the
proxy’s
authority
stated
in
the
appointment
form
or
34
electronic
transmission,
a
corporation
is
entitled
to
accept
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the
proxy’s
vote
or
other
action
as
that
of
the
shareholder
1
making
the
appointment.
2
Sec.
68.
Section
490.723,
Code
2020,
is
amended
by
striking
3
the
section
and
inserting
in
lieu
thereof
the
following:
4
490.723
Shares
held
by
intermediaries
and
nominees.
5
1.
A
corporation’s
board
of
directors
may
establish
a
6
procedure
under
which
a
person
on
whose
behalf
shares
are
7
registered
in
the
name
of
an
intermediary
or
nominee
may
elect
8
to
be
treated
by
the
corporation
as
the
record
shareholder
by
9
filing
with
the
corporation
a
beneficial
ownership
certificate.
10
The
terms,
conditions,
and
limitations
of
this
treatment
shall
11
be
specified
in
the
procedure.
To
the
extent
such
person
is
12
treated
under
such
procedure
as
having
rights
or
privileges
13
that
the
record
shareholder
otherwise
would
have,
the
record
14
shareholder
shall
not
have
those
rights
or
privileges.
15
2.
The
procedure
must
specify
all
of
the
following:
16
a.
The
types
of
intermediaries
or
nominees
to
which
it
17
applies.
18
b.
The
rights
or
privileges
that
the
corporation
recognizes
19
in
a
person
with
respect
to
whom
a
beneficial
ownership
20
certificate
is
filed.
21
c.
The
manner
in
which
the
procedure
is
selected
which
must
22
include
that
the
beneficial
ownership
certificate
be
signed
or
23
assented
to
by
or
on
behalf
of
the
record
shareholder
and
the
24
person
on
whose
behalf
the
shares
are
held.
25
d.
The
information
that
must
be
provided
when
the
procedure
26
is
selected.
27
e.
The
period
for
which
selection
of
the
procedure
is
28
effective.
29
f.
Requirements
for
notice
to
the
corporation
with
respect
30
to
the
arrangement.
31
g.
The
form
and
contents
of
the
beneficial
ownership
32
certificate.
33
3.
The
procedure
may
specify
any
other
aspects
of
the
rights
34
and
duties
created
by
the
filing
of
a
beneficial
ownership
35
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certificate.
1
Sec.
69.
Section
490.724,
Code
2020,
is
amended
by
striking
2
the
section
and
inserting
in
lieu
thereof
the
following:
3
490.724
Acceptance
of
votes
and
other
instruments.
4
1.
If
the
name
signed
on
a
vote,
ballot,
consent,
waiver,
5
shareholder
demand,
or
proxy
appointment
corresponds
to
the
6
name
of
a
shareholder,
the
corporation,
if
acting
in
good
7
faith,
is
entitled
to
accept
the
vote,
ballot,
consent,
waiver,
8
shareholder
demand,
or
proxy
appointment
and
give
it
effect
as
9
the
act
of
the
shareholder.
10
2.
If
the
name
signed
on
a
vote,
ballot,
consent,
waiver,
11
shareholder
demand,
or
proxy
appointment
does
not
correspond
to
12
the
name
of
its
shareholder,
the
corporation,
if
acting
in
good
13
faith,
is
nevertheless
entitled
to
accept
the
vote,
ballot,
14
consent,
waiver,
shareholder
demand,
or
proxy
appointment
and
15
give
it
effect
as
the
act
of
the
shareholder
if
any
of
the
16
following
applies:
17
a.
The
shareholder
is
an
entity
and
the
name
signed
purports
18
to
be
that
of
an
officer
or
agent
of
the
entity.
19
b.
The
name
signed
purports
to
be
that
of
an
administrator,
20
executor,
guardian,
or
conservator
representing
the
shareholder
21
and,
if
the
corporation
requests,
evidence
of
fiduciary
status
22
acceptable
to
the
corporation
has
been
presented
with
respect
23
to
the
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
24
proxy
appointment.
25
c.
The
name
signed
purports
to
be
that
of
a
receiver
26
or
trustee
in
bankruptcy
of
the
shareholder
and,
if
the
27
corporation
requests,
evidence
of
this
status
acceptable
28
to
the
corporation
has
been
presented
with
respect
to
the
29
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
proxy
30
appointment.
31
d.
The
name
signed
purports
to
be
that
of
a
pledgee,
32
beneficial
owner,
or
attorney-in-fact
of
the
shareholder
33
and,
if
the
corporation
requests,
evidence
acceptable
to
34
the
corporation
of
the
signatory’s
authority
to
sign
for
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the
shareholder
has
been
presented
with
respect
to
the
1
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
proxy
2
appointment.
3
e.
Two
or
more
persons
are
the
shareholder
as
co-tenants
or
4
fiduciaries
and
the
name
signed
purports
to
be
the
name
of
at
5
least
one
of
the
co-owners
and
the
person
signing
appears
to
be
6
acting
on
behalf
of
all
the
co-owners.
7
3.
The
corporation
is
entitled
to
reject
a
vote,
ballot,
8
consent,
waiver,
shareholder
demand,
or
proxy
appointment
if
9
the
person
authorized
to
accept
or
reject
such
instrument,
10
acting
in
good
faith,
has
reasonable
basis
for
doubt
about
11
the
validity
of
the
signature
on
it
or
about
the
signatory’s
12
authority
to
sign
for
the
shareholder.
13
4.
Neither
the
corporation
or
any
person
authorized
by
it,
14
nor
an
inspector
of
election
appointed
under
section
490.729,
15
that
accepts
or
rejects
a
vote,
ballot,
consent,
waiver,
16
shareholder
demand,
or
proxy
appointment
in
good
faith
and
17
in
accordance
with
the
standards
of
this
section
or
section
18
490.722,
subsection
2,
is
liable
in
damages
to
the
shareholder
19
for
the
consequences
of
the
acceptance
or
rejection.
20
5.
Corporate
action
based
on
the
acceptance
or
rejection
21
of
a
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
22
proxy
appointment
under
this
section
is
valid
unless
a
court
of
23
competent
jurisdiction
determines
otherwise.
24
6.
If
an
inspector
of
election
has
been
appointed
under
25
section
490.729,
the
inspector
of
election
also
has
the
26
authority
to
request
information
and
make
determinations
27
under
subsections
1,
2,
and
3.
Any
determination
made
by
the
28
inspector
of
election
under
those
subsections
is
controlling.
29
Sec.
70.
Section
490.725,
Code
2020,
is
amended
by
striking
30
the
section
and
inserting
in
lieu
thereof
the
following:
31
490.725
Quorum
and
voting
requirements
for
voting
groups.
32
1.
Shares
entitled
to
vote
as
a
separate
voting
group
33
may
take
action
on
a
matter
at
a
meeting
only
if
a
quorum
of
34
those
shares
exists
with
respect
to
that
matter.
Unless
the
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articles
of
incorporation
or
bylaws
provide
otherwise,
shares
1
representing
a
majority
of
the
votes
entitled
to
be
cast
on
2
the
matter
by
the
voting
group
constitutes
a
quorum
of
that
3
voting
group
for
action
on
that
matter.
Whenever
this
chapter
4
requires
a
particular
quorum
for
a
specified
action,
the
5
articles
of
incorporation
shall
not
provide
for
a
lower
quorum.
6
2.
Once
a
share
is
represented
for
any
purpose
at
a
meeting,
7
it
is
deemed
present
for
quorum
purposes
for
the
remainder
of
8
the
meeting
and
for
any
adjournment
of
that
meeting
unless
a
9
new
record
date
is
or
must
be
fixed
for
that
adjourned
meeting.
10
3.
If
a
quorum
exists,
action
on
a
matter,
other
than
the
11
election
of
directors,
by
a
voting
group
is
approved
if
the
12
votes
cast
within
the
voting
group
favoring
the
action
exceed
13
the
votes
cast
opposing
the
action,
unless
the
articles
of
14
incorporation
require
a
greater
number
of
affirmative
votes.
15
4.
An
amendment
of
the
articles
of
incorporation
adding,
16
changing,
or
deleting
a
quorum
or
voting
requirement
for
a
17
voting
group
greater
than
specified
in
subsection
1
or
3
is
18
governed
by
section
490.727.
19
5.
The
election
of
directors
is
governed
by
section
490.728.
20
6.
Whenever
a
provision
of
this
chapter
provides
for
voting
21
of
classes
or
series
as
separate
voting
groups,
the
rules
22
provided
in
section
490.1004,
subsection
3,
for
amendments
of
23
the
articles
of
incorporation
apply
to
that
provision.
24
Sec.
71.
Section
490.726,
Code
2020,
is
amended
by
striking
25
the
section
and
inserting
in
lieu
thereof
the
following:
26
490.726
Action
by
single
or
multiple
voting
groups.
27
1.
If
the
articles
of
incorporation
or
this
chapter
provide
28
for
voting
by
a
single
voting
group
on
a
matter,
action
on
29
that
matter
is
taken
when
voted
upon
by
that
voting
group
as
30
provided
in
section
490.725.
31
2.
If
the
articles
of
incorporation
or
this
chapter
provide
32
for
voting
by
two
or
more
voting
groups
on
a
matter,
action
33
on
that
matter
is
taken
only
when
voted
upon
by
each
of
those
34
voting
groups
counted
separately
as
provided
in
section
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490.725.
Action
may
be
taken
by
different
voting
groups
on
a
1
matter
at
different
times.
2
Sec.
72.
Section
490.727,
Code
2020,
is
amended
by
striking
3
the
section
and
inserting
in
lieu
thereof
the
following:
4
490.727
Modifying
quorum
or
voting
requirements.
5
An
amendment
to
the
articles
of
incorporation
or
bylaws
6
that
adds,
changes,
or
deletes
a
quorum
or
voting
requirement
7
shall
meet
the
same
quorum
requirement
and
be
adopted
by
the
8
same
vote
and
voting
groups
required
to
take
action
under
the
9
quorum
and
voting
requirements
then
in
effect
or
proposed
to
be
10
adopted,
whichever
is
greater.
11
Sec.
73.
Section
490.728,
Code
2020,
is
amended
by
striking
12
the
section
and
inserting
in
lieu
thereof
the
following:
13
490.728
Voting
for
directors
——
cumulative
voting.
14
1.
Unless
otherwise
provided
in
the
articles
of
15
incorporation,
directors
are
elected
by
a
plurality
of
the
16
votes
cast
by
the
shares
entitled
to
vote
in
the
election
at
a
17
meeting
at
which
a
quorum
is
present.
18
2.
Shareholders
do
not
have
a
right
to
cumulate
their
votes
19
for
directors
unless
the
articles
of
incorporation
so
provide.
20
3.
A
statement
included
in
the
articles
of
incorporation
21
that
“[all]
[a
designated
voting
group
of]
shareholders
are
22
entitled
to
cumulate
their
votes
for
directors”,
or
words
of
23
similar
import,
means
that
the
shareholders
designated
are
24
entitled
to
multiply
the
number
of
votes
they
are
entitled
to
25
cast
by
the
number
of
directors
for
whom
they
are
entitled
to
26
vote
and
cast
the
product
for
a
single
candidate
or
distribute
27
the
product
among
two
or
more
candidates.
28
4.
Shares
otherwise
entitled
to
vote
cumulatively
shall
not
29
be
voted
cumulatively
at
a
particular
meeting
unless
any
of
the
30
following
applies:
31
a.
The
meeting
notice
or
proxy
statement
accompanying
32
the
notice
states
conspicuously
that
cumulative
voting
is
33
authorized.
34
b.
A
shareholder
who
has
the
right
to
cumulate
the
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shareholder’s
votes
gives
notice
to
the
corporation
not
less
1
than
forty-eight
hours
before
the
time
set
for
the
meeting
of
2
the
shareholder’s
intent
to
cumulate
votes
during
the
meeting,
3
and
if
one
shareholder
gives
this
notice
all
other
shareholders
4
in
the
same
voting
group
participating
in
the
election
are
5
entitled
to
cumulate
their
votes
without
giving
further
notice.
6
Sec.
74.
Section
490.729,
Code
2020,
is
amended
by
striking
7
the
section
and
inserting
in
lieu
thereof
the
following:
8
490.729
Inspectors
of
election.
9
1.
A
corporation
that
has
a
class
of
equity
securities
10
registered
pursuant
to
section
12
of
the
federal
Securities
11
Exchange
Act
of
1934
shall,
and
any
other
corporation
12
may,
appoint
one
or
more
inspectors
to
act
at
a
meeting
of
13
shareholders
in
connection
with
determining
voting
results.
14
Each
inspector
shall
verify
in
writing
that
the
inspector
15
will
faithfully
execute
the
duties
of
inspector
with
strict
16
impartiality
and
according
to
the
best
of
the
inspector’s
17
ability.
An
inspector
may
be
an
officer
or
employee
of
the
18
corporation.
The
inspectors
may
appoint
or
retain
other
19
persons
to
assist
the
inspectors
in
the
performance
of
the
20
duties
of
inspector
under
subsection
2,
and
may
rely
on
21
information
provided
by
such
persons
and
other
persons,
22
including
those
appointed
to
tabulate
votes,
unless
the
23
inspectors
believe
reliance
is
unwarranted.
24
2.
The
inspectors
shall
do
all
of
the
following:
25
a.
Ascertain
the
number
of
shares
outstanding
and
the
voting
26
power
of
each.
27
b.
Determine
the
shares
represented
at
a
meeting.
28
c.
Determine
the
validity
of
proxy
appointments
and
ballots.
29
d.
Count
all
votes.
30
e.
Make
a
written
report
of
the
results.
31
3.
In
performing
their
duties,
the
inspectors
may
examine
32
any
of
the
following:
33
a.
The
proxy
appointment
forms
and
any
other
information
34
provided
in
accordance
with
section
490.722,
subsection
2.
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b.
Any
envelope
or
related
writing
submitted
with
those
1
appointment
forms.
2
c.
Any
ballots.
3
d.
Any
evidence
or
other
information
specified
in
section
4
490.724.
5
e.
The
relevant
books
and
records
of
the
corporation
6
relating
to
its
shareholders
and
their
entitlement
to
vote,
7
including
any
securities
position
list
provided
by
a
depository
8
clearing
agency.
9
4.
a.
The
inspectors
also
may
consider
other
information
10
that
they
believe
is
relevant
and
reliable
for
the
purpose
11
of
performing
any
of
the
duties
assigned
to
them
pursuant
to
12
subsection
2,
including
for
all
of
the
following
purposes:
13
(1)
Evaluating
inconsistent,
incomplete,
or
erroneous
14
information.
15
(2)
Reconciling
information
submitted
on
behalf
of
banks,
16
brokers,
their
nominees,
or
similar
persons
that
indicates
17
more
votes
being
cast
than
a
proxy
authorized
by
the
record
18
shareholder
is
entitled
to
cast.
19
b.
If
the
inspectors
consider
other
information
allowed
by
20
this
subsection,
they
shall
in
their
report
under
subsection
21
2
specify
the
information
considered
by
them,
including
the
22
purpose
or
purposes
for
which
the
information
was
considered,
23
the
person
or
persons
from
whom
they
obtained
the
information,
24
when
the
information
was
obtained,
the
means
by
which
the
25
information
was
obtained,
and
the
basis
for
the
inspectors’
26
belief
that
such
information
is
relevant
and
reliable.
27
5.
Determinations
of
law
by
the
inspectors
of
election
are
28
subject
to
de
novo
review
by
a
court
in
a
proceeding
under
29
section
490.749
or
other
judicial
proceeding.
30
Sec.
75.
Section
490.730,
Code
2020,
is
amended
by
striking
31
the
section
and
inserting
in
lieu
thereof
the
following:
32
490.730
Voting
trusts.
33
1.
One
or
more
shareholders
may
create
a
voting
trust,
34
conferring
on
a
trustee
the
right
to
vote
or
otherwise
act
for
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them,
by
signing
an
agreement
setting
out
the
provisions
of
the
1
trust,
which
may
include
anything
consistent
with
its
purpose,
2
and
transferring
their
shares
to
the
trustee.
When
a
voting
3
trust
agreement
is
signed,
the
trustee
shall
prepare
a
list
of
4
the
names
and
addresses
of
all
voting
trust
beneficial
owners,
5
together
with
the
number
and
class
of
shares
each
transferred
6
to
the
trust,
and
deliver
copies
of
the
list
and
agreement
to
7
the
corporation
at
its
principal
office.
8
2.
A
voting
trust
becomes
effective
on
the
date
the
first
9
shares
subject
to
the
trust
are
registered
in
the
trustee’s
10
name.
11
3.
Limits,
if
any,
on
the
duration
of
a
voting
trust
shall
12
be
as
set
forth
in
the
voting
trust.
A
voting
trust
that
became
13
effective
between
December
31,
1989,
and
June
30,
2014,
both
14
dates
inclusive,
is
governed
by
the
provisions
of
this
section
15
concerning
duration
then
in
effect,
unless
the
voting
trust
16
is
amended
to
provide
otherwise
by
unanimous
agreement
of
the
17
parties
to
the
voting
trust.
18
Sec.
76.
Section
490.731,
Code
2020,
is
amended
by
striking
19
the
section
and
inserting
in
lieu
thereof
the
following:
20
490.731
Voting
agreement.
21
1.
Two
or
more
shareholders
may
provide
for
the
manner
in
22
which
they
will
vote
their
shares
by
signing
an
agreement
for
23
that
purpose.
A
voting
agreement
created
under
this
section
is
24
not
subject
to
the
provisions
of
section
490.730.
25
2.
A
voting
agreement
created
under
this
section
is
26
specifically
enforceable.
27
Sec.
77.
Section
490.732,
Code
2020,
is
amended
by
striking
28
the
section
and
inserting
in
lieu
thereof
the
following:
29
490.732
Shareholder
agreement.
30
1.
An
agreement
among
the
shareholders
of
a
corporation
that
31
complies
with
this
section
is
effective
among
the
shareholders
32
and
the
corporation
even
though
it
is
inconsistent
with
one
or
33
more
other
provisions
of
this
chapter
in
that
it
does
any
of
34
the
following:
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a.
Eliminates
the
board
of
directors
or
restricts
the
1
discretion
or
powers
of
the
board
of
directors.
2
b.
Governs
the
authorization
or
making
of
distributions,
3
regardless
of
whether
they
are
in
proportion
to
ownership
of
4
shares,
subject
to
the
limitations
in
section
490.640.
5
c.
Establishes
who
shall
be
directors
or
officers
of
the
6
corporation,
or
their
terms
of
office
or
manner
of
selection
7
or
removal.
8
d.
Governs,
in
general
or
in
regard
to
specific
matters,
9
the
exercise
or
division
of
voting
power
by
or
between
10
the
shareholders
and
directors
or
by
or
among
any
of
them,
11
including
use
of
weighted
voting
rights
or
director
proxies.
12
e.
Establishes
the
terms
and
conditions
of
any
agreement
for
13
the
transfer
or
use
of
property
or
the
provision
of
services
14
between
the
corporation
and
any
shareholder,
director,
officer,
15
or
employee
of
the
corporation,
or
among
any
of
them.
16
f.
Transfers
to
one
or
more
shareholders
or
other
persons
17
all
or
part
of
the
authority
to
exercise
the
corporate
powers
18
or
to
manage
the
business
and
affairs
of
the
corporation,
19
including
the
resolution
of
any
issue
about
which
there
exists
20
a
deadlock
among
directors
or
shareholders.
21
g.
Requires
dissolution
of
the
corporation
at
the
request
22
of
one
or
more
of
the
shareholders
or
upon
the
occurrence
of
a
23
specified
event
or
contingency.
24
h.
Otherwise
governs
the
exercise
of
the
corporate
powers
or
25
the
management
of
the
business
and
affairs
of
the
corporation
26
or
the
relationship
among
the
shareholders,
the
directors,
and
27
the
corporation,
or
among
any
of
them,
and
is
not
contrary
to
28
public
policy.
29
2.
An
agreement
authorized
by
this
section
shall
satisfy
all
30
of
the
following
requirements:
31
a.
Be
as
set
forth
in
any
of
the
following:
32
(1)
The
articles
of
incorporation
or
bylaws
and
approved
by
33
all
persons
who
are
shareholders
at
the
time
of
the
agreement.
34
(2)
A
written
agreement
that
is
signed
by
all
persons
who
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are
shareholders
at
the
time
of
the
agreement
and
is
made
known
1
to
the
corporation.
2
b.
Be
subject
to
amendment
only
by
all
persons
who
are
3
shareholders
at
the
time
of
the
amendment,
unless
the
agreement
4
provides
otherwise.
5
3.
The
existence
of
an
agreement
authorized
by
this
section
6
shall
be
noted
conspicuously
on
the
front
or
back
of
each
7
certificate
for
outstanding
shares
or
on
the
information
8
statement
required
by
section
490.626,
subsection
2.
If
at
the
9
time
of
the
agreement
the
corporation
has
shares
outstanding
10
represented
by
certificates,
the
corporation
shall
recall
the
11
outstanding
certificates
and
issue
substitute
certificates
that
12
comply
with
this
subsection.
The
failure
to
note
the
existence
13
of
the
agreement
on
the
certificate
or
information
statement
14
shall
not
affect
the
validity
of
the
agreement
or
any
action
15
taken
pursuant
to
it.
Any
purchaser
of
shares
who,
at
the
time
16
of
purchase,
did
not
have
knowledge
of
the
existence
of
the
17
agreement
shall
be
entitled
to
rescission
of
the
purchase.
A
18
purchaser
shall
be
deemed
to
have
knowledge
of
the
existence
19
of
the
agreement
if
its
existence
is
noted
on
the
certificate
20
or
information
statement
for
the
shares
in
compliance
with
21
this
subsection
and,
if
the
shares
are
not
represented
by
a
22
certificate,
the
information
statement
is
delivered
to
the
23
purchaser
at
or
before
the
time
of
purchase
of
the
shares.
An
24
action
to
enforce
the
right
of
rescission
authorized
by
this
25
subsection
shall
be
commenced
within
the
earlier
of
ninety
days
26
after
discovery
of
the
existence
of
the
agreement
or
two
years
27
after
the
time
of
purchase
of
the
shares.
28
4.
If
the
agreement
ceases
to
be
effective
for
any
reason,
29
the
board
of
directors
may,
if
the
agreement
is
contained
or
30
referred
to
in
the
corporation’s
articles
of
incorporation
or
31
bylaws,
adopt
an
amendment
to
the
articles
of
incorporation
or
32
bylaws,
without
shareholder
action,
to
delete
the
agreement
and
33
any
references
to
it.
34
5.
An
agreement
authorized
by
this
section
that
limits
the
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discretion
or
powers
of
the
board
of
directors
shall
relieve
1
the
directors
of,
and
impose
upon
the
person
or
persons
in
2
whom
such
discretion
or
powers
are
vested,
liability
for
acts
3
or
omissions
imposed
by
law
on
directors
to
the
extent
that
4
the
discretion
or
powers
of
the
directors
are
limited
by
the
5
agreement.
6
6.
The
existence
or
performance
of
an
agreement
authorized
7
by
this
section
shall
not
be
a
ground
for
imposing
personal
8
liability
on
any
shareholder
for
the
acts
or
debts
of
the
9
corporation
even
if
the
agreement
or
its
performance
treats
the
10
corporation
as
if
it
were
a
partnership
or
results
in
failure
11
to
observe
the
corporate
formalities
otherwise
applicable
to
12
the
matters
governed
by
the
agreement.
13
7.
Incorporators
or
subscribers
for
shares
may
act
as
14
shareholders
with
respect
to
an
agreement
authorized
by
this
15
section
if
no
shares
have
been
issued
when
the
agreement
is
16
made.
17
8.
Limits,
if
any,
on
the
duration
of
an
agreement
18
authorized
by
this
section
must
be
set
forth
in
the
agreement.
19
An
agreement
that
became
effective
between
January
1,
2003,
20
and
June
30,
2014,
both
dates
inclusive,
unless
the
agreement
21
provided
otherwise,
remains
governed
by
the
provisions
of
this
22
section
concerning
duration
then
in
effect.
23
Sec.
78.
Section
490.740,
Code
2020,
is
amended
by
striking
24
the
section
and
inserting
in
lieu
thereof
the
following:
25
490.740
Part
definitions.
26
As
used
in
this
part:
27
1.
“Derivative
proceeding”
means
a
civil
suit
in
the
right
28
of
a
domestic
corporation
or,
to
the
extent
provided
in
section
29
490.747,
in
the
right
of
a
foreign
corporation.
30
2.
“Shareholder”
means
a
record
shareholder,
a
beneficial
31
shareholder,
and
an
unrestricted
voting
trust
beneficial
owner.
32
Sec.
79.
Section
490.743,
Code
2020,
is
amended
by
striking
33
the
section
and
inserting
in
lieu
thereof
the
following:
34
490.743
Stay
of
proceedings.
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If
the
corporation
commences
an
inquiry
into
the
allegations
1
made
in
the
demand
or
complaint,
the
court
may
stay
any
2
derivative
proceeding
for
such
period
as
the
court
deems
3
appropriate.
4
Sec.
80.
Section
490.744,
Code
2020,
is
amended
by
striking
5
the
section
and
inserting
in
lieu
thereof
the
following:
6
490.744
Dismissal.
7
1.
A
derivative
proceeding
shall
be
dismissed
by
the
court
8
on
motion
by
the
corporation
if
one
of
the
groups
specified
9
in
subsection
2
or
5
has
determined
in
good
faith,
after
10
conducting
a
reasonable
inquiry
upon
which
its
conclusions
are
11
based,
that
the
maintenance
of
the
derivative
proceeding
is
12
not
in
the
best
interests
of
the
corporation.
A
corporation
13
moving
to
dismiss
on
this
basis
shall
submit
in
support
of
the
14
motion
a
short
and
concise
statement
of
the
reasons
for
its
15
determination.
16
2.
Unless
a
panel
is
appointed
pursuant
to
subsection
5,
17
the
determination
in
subsection
1
shall
be
made
by
any
of
the
18
following:
19
a.
A
majority
vote
of
qualified
directors
present
at
a
20
meeting
of
the
board
of
directors
if
the
qualified
directors
21
constitute
a
quorum.
22
b.
A
majority
vote
of
a
committee
consisting
of
two
or
more
23
qualified
directors
appointed
by
majority
vote
of
qualified
24
directors
present
at
a
meeting
of
the
board
of
directors,
25
regardless
of
whether
such
qualified
directors
constitute
a
26
quorum.
27
3.
a.
If
a
derivative
proceeding
is
commenced
after
28
a
determination
has
been
made
rejecting
a
demand
by
a
29
shareholder,
the
complaint
shall
allege
with
particularity
30
facts
establishing
any
of
the
following:
31
(1)
That
a
majority
of
the
board
of
directors
did
not
32
consist
of
qualified
directors
at
the
time
the
determination
33
was
made.
34
(2)
That
the
requirements
of
subsection
1
have
not
been
met.
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b.
All
discovery
and
other
proceedings
shall
be
stayed
1
during
the
pendency
of
any
motion
to
dismiss
unless
the
2
court
finds
upon
the
motion
of
any
party
that
particularized
3
discovery
is
necessary
to
preserve
evidence
or
prevent
undue
4
prejudice
to
that
party.
5
4.
If
a
majority
of
the
board
of
directors
consisted
6
of
qualified
directors
at
the
time
the
determination
was
7
made,
the
plaintiff
shall
have
the
burden
of
proving
that
8
the
requirements
of
subsection
1
have
not
been
met;
if
not,
9
the
corporation
shall
have
the
burden
of
proving
that
the
10
requirements
of
subsection
1
have
been
met.
11
5.
Upon
motion
by
the
corporation,
the
court
may
appoint
12
a
panel
of
one
or
more
individuals
to
make
a
determination
13
whether
the
maintenance
of
the
derivative
proceeding
is
in
the
14
best
interests
of
the
corporation.
In
such
case,
the
plaintiff
15
shall
have
the
burden
of
proving
that
the
requirements
of
16
subsection
1
have
not
been
met.
17
Sec.
81.
Section
490.745,
Code
2020,
is
amended
by
striking
18
the
section
and
inserting
in
lieu
thereof
the
following:
19
490.745
Discontinuance
or
settlement.
20
A
derivative
proceeding
shall
not
be
discontinued
or
settled
21
without
the
court’s
approval.
If
the
court
determines
that
a
22
proposed
discontinuance
or
settlement
will
substantially
affect
23
the
interests
of
the
corporation’s
shareholders
or
a
class
or
24
series
of
shareholders,
the
court
shall
direct
that
notice
be
25
given
to
the
shareholders
affected.
26
Sec.
82.
Section
490.746,
Code
2020,
is
amended
by
striking
27
the
section
and
inserting
in
lieu
thereof
the
following:
28
490.746
Payment
of
expenses.
29
On
termination
of
the
derivative
proceeding,
the
court
may
30
do
any
of
the
following:
31
1.
Order
the
corporation
to
pay
the
plaintiff’s
expenses
32
incurred
in
the
proceeding
if
it
finds
that
the
proceeding
has
33
resulted
in
a
substantial
benefit
to
the
corporation.
34
2.
Order
the
plaintiff
to
pay
any
defendant’s
expenses
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incurred
in
defending
the
proceeding
if
it
finds
that
the
1
proceeding
was
commenced
or
maintained
without
reasonable
cause
2
or
for
an
improper
purpose.
3
3.
Order
a
party
to
pay
an
opposing
party’s
expenses
4
incurred
because
of
the
filing
of
a
pleading,
motion,
or
other
5
paper,
if
it
finds
that
any
of
the
following
apply:
6
a.
The
pleading,
motion,
or
other
paper
was
not
well
7
grounded
in
fact,
after
reasonable
inquiry,
or
warranted
by
8
existing
law
or
a
good
faith
argument
for
the
extension,
9
modification,
or
reversal
of
existing
law.
10
b.
The
pleading,
motion,
or
other
paper
was
interposed
for
11
an
improper
purpose,
such
as
to
harass
or
cause
unnecessary
12
delay
or
needless
increase
in
the
cost
of
litigation.
13
Sec.
83.
Section
490.748,
Code
2020,
is
amended
by
striking
14
the
section
and
inserting
in
lieu
thereof
the
following:
15
490.748
Shareholder
action
to
appoint
custodian
or
receiver.
16
1.
The
district
court
of
the
county
where
a
corporation’s
17
principal
office
or,
if
none
in
this
state,
its
registered
18
office,
is
located
may
appoint
one
or
more
persons
to
be
19
custodians,
or,
if
the
corporation
is
insolvent,
to
be
20
receivers,
of
and
for
a
corporation
in
a
proceeding
by
a
21
shareholder
where
it
is
established
that
any
of
the
following
22
applies:
23
a.
The
directors
are
deadlocked
in
the
management
of
24
the
corporate
affairs,
the
shareholders
are
unable
to
break
25
the
deadlock,
and
irreparable
injury
to
the
corporation
is
26
threatened
or
being
suffered.
27
b.
The
directors
or
those
in
control
of
the
corporation
are
28
acting
fraudulently
and
irreparable
injury
to
the
corporation
29
is
threatened
or
being
suffered.
30
2.
a.
The
district
court
may
issue
injunctions,
appoint
a
31
temporary
custodian
or
temporary
receiver
with
all
the
powers
32
and
duties
the
district
court
directs,
take
other
action
to
33
preserve
the
corporate
assets
wherever
located,
and
carry
on
34
the
business
of
the
corporation
until
a
full
hearing
is
held.
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b.
The
district
court
shall
hold
a
full
hearing,
after
1
notifying
all
parties
to
the
proceeding
and
any
interested
2
persons
designated
by
the
district
court,
before
appointing
a
3
custodian
or
receiver.
4
c.
The
district
court
has
jurisdiction
over
the
corporation
5
and
all
of
its
property,
wherever
located.
6
3.
The
district
court
may
appoint
an
individual
or
domestic
7
or
foreign
corporation,
registered
to
do
business
in
this
8
state,
as
a
custodian
or
receiver
and
may
require
the
custodian
9
or
receiver
to
post
bond,
with
or
without
sureties,
in
an
10
amount
the
district
court
directs.
11
4.
The
district
court
shall
describe
the
powers
and
duties
12
of
the
custodian
or
receiver
in
its
appointing
order,
which
may
13
be
amended
from
time
to
time.
Among
other
powers,
all
of
the
14
following
apply:
15
a.
A
custodian
may
exercise
all
of
the
powers
of
the
16
corporation,
through
or
in
place
of
its
board
of
directors,
to
17
the
extent
necessary
to
manage
the
business
and
affairs
of
the
18
corporation.
19
b.
A
receiver
may
do
any
of
the
following:
20
(1)
Dispose
of
all
or
any
part
of
the
assets
of
the
21
corporation
wherever
located,
at
a
public
or
private
sale,
if
22
authorized
by
the
district
court.
23
(2)
Sue
and
defend
in
the
receiver’s
own
name
as
receiver
in
24
all
courts
of
this
state.
25
5.
The
district
court
during
a
custodianship
may
26
redesignate
the
custodian
a
receiver,
and
during
a
receivership
27
may
redesignate
the
receiver
a
custodian,
if
doing
so
is
in
the
28
best
interests
of
the
corporation.
29
6.
The
district
court
from
time
to
time
during
the
30
custodianship
or
receivership
may
order
compensation
paid
and
31
expense
disbursements
or
reimbursements
made
to
the
custodian
32
or
receiver
from
the
assets
of
the
corporation
or
proceeds
from
33
the
sale
of
its
assets.
34
7.
As
used
in
this
section,
“shareholder”
means
a
record
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shareholder,
a
beneficial
shareholder,
and
an
unrestricted
1
voting
trust
beneficial
owner.
2
Sec.
84.
NEW
SECTION
.
490.749
Judicial
determination
of
3
corporate
offices
and
review
of
elections
and
shareholder
votes.
4
1.
Upon
application
of
or
in
a
proceeding
commenced
by
5
a
person
specified
in
subsection
2,
the
district
court
may
6
determine
all
of
the
following:
7
a.
The
result
or
validity
of
the
election,
appointment,
8
removal,
or
resignation
of
a
director
or
officer
of
the
9
corporation.
10
b.
The
right
of
an
individual
to
hold
the
office
of
director
11
or
officer
of
the
corporation.
12
c.
The
result
or
validity
of
any
vote
by
the
shareholders
13
of
the
corporation.
14
d.
The
right
of
a
director
to
membership
on
a
committee
of
15
the
board
of
directors.
16
e.
The
right
of
a
person
to
nominate
or
an
individual
to
17
be
nominated
as
a
candidate
for
election
or
appointment
as
18
a
director
of
the
corporation,
and
any
right
under
a
bylaw
19
adopted
pursuant
to
section
490.206,
subsection
3,
or
any
20
comparable
right
under
any
provision
of
the
articles
of
21
incorporation,
contract,
or
applicable
law.
22
2.
An
application
or
proceeding
pursuant
to
subsection
1
may
23
be
filed
or
commenced
by
any
of
the
following
persons:
24
a.
The
corporation.
25
b.
Any
record
shareholder,
beneficial
shareholder,
or
26
unrestricted
voting
trust
beneficial
owner
of
the
corporation.
27
c.
A
director
of
the
corporation,
an
individual
claiming
28
the
office
of
director,
or
a
director
whose
membership
on
a
29
committee
of
the
board
of
directors
is
contested,
in
each
case
30
who
is
seeking
a
determination
of
a
right
to
such
office
or
31
membership.
32
d.
An
officer
of
the
corporation
or
an
individual
claiming
33
to
be
an
officer
of
the
corporation,
in
each
case
who
is
34
seeking
a
determination
of
a
right
to
such
office.
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e.
A
person
claiming
a
right
covered
by
subsection
1,
1
paragraph
“e”
,
and
who
is
seeking
a
determination
of
such
right.
2
3.
In
connection
with
any
application
or
proceeding
under
3
subsection
1,
the
following
shall
be
named
as
defendants,
4
unless
such
person
made
the
application
or
commenced
the
5
proceeding:
6
a.
The
corporation.
7
b.
Any
individual
whose
right
to
office
or
membership
on
a
8
committee
of
the
board
of
directors
is
contested.
9
c.
Any
individual
claiming
the
office
or
membership
at
10
issue.
11
d.
Any
person
claiming
a
right
covered
by
subsection
1,
12
paragraph
“e”
,
that
is
at
issue.
13
4.
In
connection
with
any
application
or
proceeding
under
14
subsection
1,
service
of
process
may
be
made
upon
each
of
the
15
persons
specified
in
subsection
3,
by
any
of
the
following:
16
a.
Service
of
process
on
the
corporation
addressed
to
such
17
person
in
any
manner
provided
by
statute
of
this
state
or
by
18
rule
of
the
applicable
court
for
service
on
the
corporation.
19
b.
Service
of
process
on
the
person
in
any
manner
provided
20
by
statute
of
this
state
or
by
rule
of
the
applicable
court.
21
5.
When
service
of
process
is
made
upon
a
person
other
than
22
the
corporation
by
service
upon
the
corporation
pursuant
to
23
subsection
4,
paragraph
“a”
,
the
plaintiff
and
the
corporation
24
or
its
registered
agent
shall
promptly
provide
written
notice
25
of
such
service,
together
with
copies
of
all
process
and
the
26
application
or
complaint,
to
the
person
at
the
person’s
last
27
known
residence
or
business
address,
or
as
permitted
by
statute
28
of
this
state
or
by
rule
of
the
applicable
court.
29
6.
In
connection
with
any
application
or
proceeding
under
30
subsection
1,
the
court
shall
dispose
of
the
application
or
31
proceeding
on
an
expedited
basis
and
also
may
do
any
of
the
32
following:
33
a.
Order
such
additional
or
further
notice
as
the
court
34
deems
proper
under
the
circumstances.
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b.
Order
that
additional
persons
be
joined
as
parties
to
1
the
proceeding
if
the
court
determines
that
such
joinder
is
2
necessary
for
a
just
adjudication
of
matters
before
the
court.
3
c.
Order
an
election
or
meeting
be
held
in
accordance
with
4
the
provisions
of
section
490.703,
subsection
2,
or
otherwise.
5
d.
Appoint
a
master
to
conduct
an
election
or
meeting.
6
e.
Enter
temporary,
preliminary,
or
permanent
injunctive
7
relief.
8
f.
Resolve
solely
for
the
purpose
of
this
proceeding
any
9
legal
or
factual
issues
necessary
for
the
resolution
of
any
of
10
the
matters
specified
in
subsection
1,
including
the
right
and
11
power
of
persons
claiming
to
own
shares
to
vote
at
any
meeting
12
of
the
shareholders.
13
g.
Order
such
other
relief
as
the
court
determines
is
14
equitable,
just,
and
proper.
15
7.
It
is
not
necessary
to
make
shareholders
a
party
to
16
a
proceeding
or
application
pursuant
to
this
section
unless
17
the
shareholder
is
a
required
defendant
under
subsection
18
3,
paragraph
“d”
,
relief
is
sought
against
the
shareholder
19
individually,
or
the
court
orders
joinder
pursuant
to
20
subsection
6,
paragraph
“b”
.
21
8.
Nothing
in
this
section
limits,
restricts,
or
abolishes
22
the
subject
matter
jurisdiction
or
powers
of
the
court
23
as
existed
before
the
enactment
of
this
section,
and
an
24
application
or
proceeding
pursuant
to
this
section
is
not
the
25
exclusive
remedy
or
proceeding
available
with
respect
to
the
26
matters
specified
in
subsection
1.
27
Sec.
85.
Section
490.801,
Code
2020,
is
amended
by
striking
28
the
section
and
inserting
in
lieu
thereof
the
following:
29
490.801
Requirement
for
and
functions
of
board
of
directors.
30
1.
Except
as
may
be
provided
in
an
agreement
authorized
31
under
section
490.732,
each
corporation
shall
have
a
board
of
32
directors.
33
2.
Except
as
may
be
provided
in
an
agreement
authorized
34
under
section
490.732,
and
subject
to
any
limitation
in
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the
articles
of
incorporation
permitted
by
section
490.202,
1
subsection
2,
all
corporate
powers
shall
be
exercised
by
or
2
under
the
authority
of
the
board
of
directors,
and
the
business
3
and
affairs
of
the
corporation
shall
be
managed
by
or
under
4
the
direction,
and
subject
to
the
oversight,
of
the
board
of
5
directors.
6
Sec.
86.
Section
490.802,
Code
2020,
is
amended
by
striking
7
the
section
and
inserting
in
lieu
thereof
the
following:
8
490.802
Qualifications
of
directors.
9
1.
The
articles
of
incorporation
or
bylaws
may
prescribe
10
qualifications
for
directors
or
for
nominees
for
directors.
11
Qualifications
must
be
reasonable
as
applied
to
the
corporation
12
and
be
lawful.
13
2.
A
requirement
that
is
based
on
a
past,
prospective,
14
or
current
action,
or
expression
of
opinion,
by
a
nominee
15
or
director
that
could
limit
the
ability
of
a
nominee
or
16
director
to
discharge
his
or
her
duties
as
a
director
is
not
a
17
permissible
qualification
under
this
section.
Notwithstanding
18
the
foregoing,
qualifications
may
include
not
being
or
having
19
been
subject
to
specified
criminal,
civil,
or
regulatory
20
sanctions
or
not
having
been
removed
as
a
director
by
judicial
21
action
or
for
cause.
22
3.
A
director
need
not
be
a
resident
of
this
state
or
a
23
shareholder
unless
the
articles
of
incorporation
or
bylaws
so
24
prescribe.
25
4.
A
qualification
for
nomination
for
director
prescribed
26
before
a
person’s
nomination
shall
apply
to
such
person
at
27
the
time
of
nomination.
A
qualification
for
nomination
for
28
director
prescribed
after
a
person’s
nomination
shall
not
apply
29
to
such
person
with
respect
to
such
nomination.
30
5.
A
qualification
for
director
prescribed
before
a
31
director
has
been
elected
or
appointed
may
apply
only
at
the
32
time
an
individual
becomes
a
director
or
may
apply
during
a
33
director’s
term.
A
qualification
prescribed
after
a
director
34
has
been
elected
or
appointed
shall
not
apply
to
that
director
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before
the
end
of
that
director’s
term.
1
Sec.
87.
Section
490.803,
Code
2020,
is
amended
by
striking
2
the
section
and
inserting
in
lieu
thereof
the
following:
3
490.803
Number
and
election
of
directors.
4
1.
A
board
of
directors
shall
consist
of
one
or
more
5
individuals,
with
the
number
specified
in
or
fixed
in
6
accordance
with
the
articles
of
incorporation
or
bylaws.
7
2.
The
number
of
directors
may
be
increased
or
decreased
8
from
time
to
time
by
amendment
to,
or
in
the
manner
provided
9
in,
the
articles
of
incorporation
or
bylaws.
10
3.
Directors
are
elected
at
the
first
annual
shareholders’
11
meeting
and
at
each
annual
shareholders’
meeting
thereafter
12
unless
elected
by
written
consent
in
lieu
of
an
annual
meeting
13
as
permitted
by
section
490.704
or
unless
their
terms
are
14
staggered
under
section
490.806.
15
Sec.
88.
Section
490.804,
Code
2020,
is
amended
by
striking
16
the
section
and
inserting
in
lieu
thereof
the
following:
17
490.804
Election
of
directors
by
certain
classes
of
series
18
of
shares.
19
If
the
articles
of
incorporation
or
action
by
the
board
of
20
directors
pursuant
to
section
490.602
authorize
dividing
the
21
shares
into
classes
or
series,
the
articles
of
incorporation
22
may
also
authorize
the
election
of
all
or
a
specified
number
23
of
directors
by
the
holders
of
one
or
more
authorized
classes
24
or
series
of
shares.
A
class
or
series,
or
multiple
classes
25
or
series,
of
shares
entitled
to
elect
one
or
more
directors
26
is
a
separate
voting
group
for
purposes
of
the
election
of
27
directors.
28
Sec.
89.
Section
490.805,
Code
2020,
is
amended
by
striking
29
the
section
and
inserting
in
lieu
thereof
the
following:
30
490.805
Terms
of
directors
generally.
31
1.
The
terms
of
the
initial
directors
of
a
corporation
32
expire
at
the
first
shareholders’
meeting
at
which
directors
33
are
elected.
34
2.
a.
The
terms
of
all
other
directors
expire
at
the
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next,
or
if
their
terms
are
staggered
in
accordance
with
1
section
490.806,
at
the
applicable
second
or
third,
annual
2
shareholders’
meeting
following
their
election.
3
b.
Paragraph
“a”
does
not
apply
in
any
of
the
following
4
circumstances:
5
(1)
To
the
extent
provided
in
section
490.1022
if
a
bylaw
6
electing
to
be
governed
by
that
section
is
in
effect.
7
(2)
A
shorter
term
is
specified
in
the
articles
of
8
incorporation
in
the
event
of
a
director
nominee
failing
to
9
receive
a
specified
vote
for
election.
10
3.
A
decrease
in
the
number
of
directors
does
not
shorten
11
an
incumbent
director’s
term.
12
4.
The
term
of
a
director
elected
to
fill
a
vacancy
expires
13
at
the
next
shareholders’
meeting
at
which
directors
are
14
elected.
15
5.
Except
to
the
extent
otherwise
provided
in
the
articles
16
of
incorporation
or
under
section
490.1022,
if
a
bylaw
electing
17
to
be
governed
by
that
section
is
in
effect,
despite
the
18
expiration
of
a
director’s
term,
the
director
continues
to
19
serve
until
the
director’s
successor
is
elected
and
qualifies
20
or
there
is
a
decrease
in
the
number
of
directors.
21
Sec.
90.
Section
490.806,
Code
2020,
is
amended
by
striking
22
the
section
and
inserting
in
lieu
thereof
the
following:
23
490.806
Staggered
terms
for
directors.
24
The
articles
of
incorporation
may
provide
for
staggering
the
25
terms
of
directors
by
dividing
the
total
number
of
directors
26
into
two
or
three
groups,
with
each
group
containing
one-half
27
or
one-third
of
the
total,
as
near
as
may
be
practicable.
28
In
that
event,
the
terms
of
directors
in
the
first
group
29
expire
at
the
first
annual
shareholders’
meeting
after
their
30
election,
the
terms
of
the
second
group
expire
at
the
second
31
annual
shareholders’
meeting
after
their
election,
and
the
32
terms
of
the
third
group,
if
any,
expire
at
the
third
annual
33
shareholders’
meeting
after
their
election.
At
each
annual
34
shareholders’
meeting
held
thereafter,
directors
shall
be
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elected
for
a
term
of
two
years
or
three
years,
as
the
case
may
1
be,
to
succeed
those
whose
terms
expire.
2
Sec.
91.
Section
490.807,
Code
2020,
is
amended
by
striking
3
the
section
and
inserting
in
lieu
thereof
the
following:
4
490.807
Resignation
of
directors.
5
1.
A
director
may
resign
at
any
time
by
delivering
a
6
written
notice
of
resignation
to
the
board
of
directors
or
its
7
chairperson,
or
to
the
secretary.
8
2.
A
resignation
is
effective
as
provided
in
section
9
490.141,
subsection
9,
unless
the
resignation
provides
for
a
10
delayed
effectiveness,
including
effectiveness
determined
upon
11
a
future
event
or
events.
A
resignation
that
is
conditioned
12
upon
failing
to
receive
a
specified
vote
for
election
as
a
13
director
may
provide
that
it
is
irrevocable.
14
Sec.
92.
Section
490.808,
Code
2020,
is
amended
by
striking
15
the
section
and
inserting
in
lieu
thereof
the
following:
16
490.808
Removal
of
directors
by
shareholders.
17
1.
The
shareholders
may
remove
one
or
more
directors
with
or
18
without
cause
unless
the
articles
of
incorporation
provide
that
19
directors
may
be
removed
only
for
cause.
20
2.
If
a
director
is
elected
by
a
voting
group
of
21
shareholders,
only
the
shareholders
of
that
voting
group
may
22
participate
in
the
vote
to
remove
that
director.
23
3.
A
director
may
be
removed
if
the
number
of
votes
cast
24
to
remove
exceeds
the
number
of
votes
cast
not
to
remove
the
25
director,
except
to
the
extent
the
articles
of
incorporation
26
or
bylaws
require
a
greater
number.
However,
if
cumulative
27
voting
is
authorized,
a
director
shall
not
be
removed
if,
in
28
the
case
of
a
meeting,
the
number
of
votes
sufficient
to
elect
29
the
director
under
cumulative
voting
is
voted
against
removal
30
and,
if
action
is
taken
by
less
than
unanimous
written
consent,
31
voting
shareholders
entitled
to
the
number
of
votes
sufficient
32
to
elect
the
director
under
cumulative
voting
do
not
consent
33
to
the
removal.
34
4.
A
director
may
be
removed
by
the
shareholders
only
at
a
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meeting
called
for
the
purpose
of
removing
the
director,
and
1
the
meeting
notice
must
state
that
removal
of
the
director
is
a
2
purpose
of
the
meeting.
3
Sec.
93.
Section
490.809,
Code
2020,
is
amended
by
striking
4
the
section
and
inserting
in
lieu
thereof
the
following:
5
490.809
Removal
of
directors
by
judicial
proceeding.
6
1.
The
district
court
of
the
county
where
a
corporation’s
7
principal
office
or,
if
none
in
this
state,
its
registered
8
office,
is
located
may
remove
a
director
from
office
or
9
may
order
other
relief,
including
barring
the
director
10
from
reelection
for
a
period
prescribed
by
the
court,
in
a
11
proceeding
commenced
by
or
in
the
right
of
the
corporation
if
12
the
court
finds
that
all
of
the
following
apply:
13
a.
The
director
engaged
in
fraudulent
conduct
with
respect
14
to
the
corporation
or
its
shareholders,
grossly
abused
the
15
position
of
director,
or
intentionally
inflicted
harm
on
the
16
corporation.
17
b.
Considering
the
director’s
course
of
conduct
and
the
18
inadequacy
of
other
available
remedies,
removal
or
such
other
19
relief
would
be
in
the
best
interest
of
the
corporation.
20
2.
A
shareholder
proceeding
on
behalf
of
the
corporation
21
under
subsection
1
shall
comply
with
all
of
the
requirements
of
22
subchapter
VII,
part
D,
except
section
490.741,
subsection
1.
23
Sec.
94.
Section
490.810,
Code
2020,
is
amended
by
striking
24
the
section
and
inserting
in
lieu
thereof
the
following:
25
490.810
Vacancy
on
board
of
directors.
26
1.
Unless
the
articles
of
incorporation
provide
otherwise,
27
if
a
vacancy
occurs
on
a
board
of
directors,
including
a
28
vacancy
resulting
from
an
increase
in
the
number
of
directors,
29
the
vacancy
may
be
filled
in
any
of
the
following
manners:
30
a.
The
shareholders
may
fill
the
vacancy.
31
b.
The
board
of
directors
may
fill
the
vacancy.
32
c.
If
the
directors
remaining
in
office
are
less
than
a
33
quorum,
they
may
fill
the
vacancy
by
the
affirmative
vote
of
a
34
majority
of
all
the
directors
remaining
in
office.
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2.
If
the
vacant
office
was
held
by
a
director
elected
by
1
a
voting
group
of
shareholders,
only
the
holders
of
shares
of
2
that
voting
group
are
entitled
to
vote
to
fill
the
vacancy
3
if
it
is
filled
by
the
shareholders,
and
only
the
remaining
4
directors
elected
by
that
voting
group,
even
if
less
than
a
5
quorum,
are
entitled
to
fill
the
vacancy
if
it
is
filled
by
the
6
directors.
7
3.
A
vacancy
that
will
occur
at
a
specific
later
date,
by
8
reason
of
a
resignation
effective
at
a
later
date
under
section
9
490.807,
subsection
2,
or
otherwise,
may
be
filled
before
the
10
vacancy
occurs
but
the
new
director
shall
not
take
office
until
11
the
vacancy
occurs.
12
Sec.
95.
Section
490.820,
Code
2020,
is
amended
by
striking
13
the
section
and
inserting
in
lieu
thereof
the
following:
14
490.820
Meetings.
15
1.
The
board
of
directors
may
hold
regular
or
special
16
meetings
in
or
out
of
this
state.
17
2.
Unless
restricted
by
the
articles
of
incorporation
18
or
bylaws,
any
director
may
participate
in
any
meeting
19
of
the
board
of
directors
through
the
use
of
any
means
of
20
communication
by
which
all
directors
participating
may
21
simultaneously
hear
each
other
during
the
meeting.
A
director
22
participating
in
a
meeting
by
this
means
is
deemed
to
be
23
present
in
person
at
the
meeting.
24
Sec.
96.
Section
490.821,
Code
2020,
is
amended
by
striking
25
the
section
and
inserting
in
lieu
thereof
the
following:
26
490.821
Action
without
meeting.
27
1.
Except
to
the
extent
that
the
articles
of
incorporation
28
or
bylaws
require
that
action
by
the
board
of
directors
be
29
taken
at
a
meeting,
action
required
or
permitted
by
this
30
chapter
to
be
taken
by
the
board
of
directors
may
be
taken
31
without
a
meeting
if
each
director
signs
a
consent
describing
32
the
action
to
be
taken
and
delivers
it
to
the
corporation.
33
2.
Action
taken
under
this
section
is
the
act
of
the
board
34
of
directors
when
one
or
more
consents
signed
by
all
the
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directors
are
delivered
to
the
corporation.
The
consent
may
1
specify
the
time
at
which
the
action
taken
is
to
be
effective.
2
A
director’s
consent
may
be
withdrawn
by
a
revocation
signed
by
3
the
director
and
delivered
to
the
corporation
before
delivery
4
to
the
corporation
of
unrevoked
written
consents
signed
by
all
5
the
directors.
6
3.
A
consent
signed
under
this
section
has
the
effect
of
7
action
taken
at
a
meeting
of
the
board
of
directors
and
may
be
8
described
as
such
in
any
document.
9
Sec.
97.
Section
490.822,
Code
2020,
is
amended
by
striking
10
the
section
and
inserting
in
lieu
thereof
the
following:
11
490.822
Notice
of
meeting.
12
1.
Unless
the
articles
of
incorporation
or
bylaws
provide
13
otherwise,
regular
meetings
of
the
board
of
directors
may
be
14
held
without
notice
of
the
date,
time,
place,
or
purpose
of
the
15
meeting.
16
2.
Unless
the
articles
of
incorporation
or
bylaws
provide
17
for
a
longer
or
shorter
period,
special
meetings
of
the
board
18
of
directors
shall
be
preceded
by
at
least
two
days’
notice
of
19
the
date,
time,
and
place
of
the
meeting.
The
notice
need
not
20
describe
the
purpose
of
the
special
meeting
unless
required
by
21
the
articles
of
incorporation
or
bylaws.
22
Sec.
98.
Section
490.823,
Code
2020,
is
amended
by
striking
23
the
section
and
inserting
in
lieu
thereof
the
following:
24
490.823
Waiver
of
notice.
25
1.
A
director
may
waive
any
notice
required
by
this
chapter,
26
the
articles
of
incorporation,
or
the
bylaws
before
or
after
27
the
date
and
time
stated
in
the
notice.
Except
as
provided
28
by
subsection
2,
the
waiver
must
be
in
writing,
signed
by
29
the
director
entitled
to
the
notice,
and
delivered
to
the
30
corporation
for
filing
by
the
corporation
with
the
minutes
or
31
corporate
records.
32
2.
A
director’s
attendance
at
or
participation
in
a
meeting
33
waives
any
required
notice
to
the
director
of
the
meeting
34
unless
all
of
the
following
apply:
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a.
The
director
at
the
beginning
of
the
meeting,
or
promptly
1
upon
arrival,
objects
to
holding
the
meeting
or
transacting
2
business
at
the
meeting.
3
b.
The
director
does
not,
after
objecting,
vote
for
or
4
assent
to
action
taken
at
the
meeting.
5
Sec.
99.
Section
490.824,
Code
2020,
is
amended
by
striking
6
the
section
and
inserting
in
lieu
thereof
the
following:
7
490.824
Quorum
and
voting.
8
1.
Unless
the
articles
of
incorporation
or
bylaws
provide
9
for
a
greater
or
lesser
number,
or
unless
otherwise
expressly
10
provided
in
this
chapter,
a
quorum
of
a
board
of
directors
11
consists
of
a
majority
of
the
number
of
directors
specified
in
12
or
fixed
in
accordance
with
the
articles
of
incorporation
or
13
bylaws.
14
2.
The
quorum
of
the
board
of
directors
specified
in
15
or
fixed
in
accordance
with
the
articles
of
incorporation
16
or
bylaws
shall
not
consist
of
less
than
one-third
of
the
17
specified
or
fixed
number
of
directors.
18
3.
If
a
quorum
is
present
when
a
vote
is
taken,
the
19
affirmative
vote
of
a
majority
of
directors
present
is
the
act
20
of
the
board
of
directors
unless
the
articles
of
incorporation
21
or
bylaws
require
the
vote
of
a
greater
number
of
directors
or
22
unless
otherwise
expressly
provided
in
this
chapter.
23
4.
a.
A
director
who
is
present
at
a
meeting
of
the
board
24
of
directors
or
a
committee
when
corporate
action
is
taken
is
25
deemed
to
have
assented
to
the
action
taken
unless
one
or
more
26
of
the
following
occurs:
27
(1)
The
director
objects
at
the
beginning
of
the
meeting,
or
28
promptly
upon
arrival,
to
holding
it
or
transacting
business
29
at
the
meeting.
30
(2)
The
dissent
or
abstention
from
the
action
taken
is
31
entered
in
the
minutes
of
the
meeting.
32
(3)
The
director
delivers
written
notice
of
the
director’s
33
dissent
or
abstention
to
the
presiding
officer
of
the
meeting
34
before
its
adjournment
or
to
the
corporation
immediately
after
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adjournment
of
the
meeting.
1
b.
The
right
of
dissent
or
abstention
is
not
available
to
a
2
director
who
votes
in
favor
of
the
action
taken.
3
Sec.
100.
Section
490.825,
Code
2020,
is
amended
by
striking
4
the
section
and
inserting
in
lieu
thereof
the
following:
5
490.825
Committees
of
the
board.
6
1.
Unless
this
chapter,
the
articles
of
incorporation,
7
or
the
bylaws
provide
otherwise,
a
board
of
directors
may
8
establish
one
or
more
board
committees
composed
exclusively
9
of
one
or
more
directors
to
perform
functions
of
the
board
of
10
directors.
11
2.
a.
The
establishment
of
a
board
committee
and
12
appointment
of
members
to
it
shall
be
approved
by
the
greater
13
of
the
following:
14
(1)
A
majority
of
all
the
directors
in
office
when
the
15
action
is
taken.
16
(2)
The
number
of
directors
required
by
the
articles
of
17
incorporation
or
bylaws
to
take
action
under
section
490.824.
18
b.
Paragraph
“a”
applies
unless,
in
either
case,
this
19
chapter
or
the
articles
of
incorporation
provide
otherwise.
20
3.
Sections
490.820
through
490.824
apply
to
board
21
committees
and
their
members.
22
4.
A
board
committee
may
exercise
the
powers
of
the
board
23
of
directors
under
section
490.801,
to
the
extent
specified
by
24
the
board
of
directors
or
in
the
articles
of
incorporation
or
25
bylaws,
except
that
a
board
committee
shall
not
do
any
of
the
26
following:
27
a.
Authorize
or
approve
distributions,
except
according
to
28
a
formula
or
method,
or
within
limits,
prescribed
by
the
board
29
of
directors.
30
b.
Approve
or
propose
to
shareholders
action
that
this
31
chapter
requires
be
approved
by
shareholders.
32
c.
Fill
vacancies
on
the
board
of
directors
or,
subject
to
33
subsection
5,
on
any
board
committees.
34
d.
Adopt,
amend,
or
repeal
bylaws.
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5.
The
board
of
directors
may
appoint
one
or
more
directors
1
as
alternate
members
of
any
board
committee
to
replace
any
2
absent
or
disqualified
member
during
the
member’s
absence
3
or
disqualification.
If
the
articles
of
incorporation,
the
4
bylaws,
or
the
resolution
creating
the
board
committee
so
5
provide,
the
member
or
members
present
at
any
board
committee
6
meeting
and
not
disqualified
from
voting
may,
by
unanimous
7
action,
appoint
another
director
to
act
in
place
of
an
absent
8
or
disqualified
member
during
that
member’s
absence
or
9
disqualification.
10
Sec.
101.
Section
490.830,
Code
2020,
is
amended
by
striking
11
the
section
and
inserting
in
lieu
thereof
the
following:
12
490.830
Standards
of
conduct
for
directors.
13
1.
Each
member
of
the
board
of
directors,
when
discharging
14
the
duties
of
a
director,
shall
act
in
conformity
with
all
of
15
the
following:
16
a.
In
good
faith.
17
b.
In
a
manner
the
director
reasonably
believes
to
be
in
the
18
best
interests
of
the
corporation.
19
2.
The
members
of
the
board
of
directors
or
a
board
20
committee,
when
becoming
informed
in
connection
with
their
21
decision-making
function
or
devoting
attention
to
their
22
oversight
function,
shall
discharge
their
duties
with
the
care
23
that
a
person
in
a
like
position
would
reasonably
believe
24
appropriate
under
similar
circumstances.
25
3.
In
discharging
board
or
board
committee
duties,
a
26
director
shall
disclose,
or
cause
to
be
disclosed,
to
the
other
27
board
or
committee
members
information
which
the
director
28
knows
is
not
already
known
by
them
but
known
by
the
director
29
to
be
material
to
the
discharge
of
their
decision-making
or
30
oversight
functions,
except
that
disclosure
is
not
required
to
31
the
extent
that
the
director
reasonably
believes
that
doing
so
32
would
violate
a
duty
imposed
under
law,
a
legally
enforceable
33
obligation
of
confidentiality,
or
a
professional
ethics
rule.
34
4.
In
discharging
board
or
board
committee
duties,
a
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director
who
does
not
have
knowledge
that
makes
reliance
1
unwarranted
is
entitled
to
rely
on
the
performance
by
any
of
2
the
persons
specified
in
subsection
6,
paragraph
“a”
or
“c”
,
to
3
whom
the
board
may
have
delegated,
formally
or
informally
by
4
course
of
conduct,
the
authority
or
duty
to
perform
one
or
more
5
of
the
board’s
functions
that
are
delegable
under
applicable
6
law.
7
5.
In
discharging
board
or
board
committee
duties,
a
8
director
who
does
not
have
knowledge
that
makes
reliance
9
unwarranted
is
entitled
to
rely
on
information,
opinions,
10
reports,
or
statements,
including
financial
statements
and
11
other
financial
data,
prepared
or
presented
by
any
of
the
12
persons
specified
in
subsection
6.
13
6.
A
director
is
entitled
to
rely,
in
accordance
with
14
subsection
4
or
5,
on
any
of
the
following:
15
a.
One
or
more
officers
or
employees
of
the
corporation
whom
16
the
director
reasonably
believes
to
be
reliable
and
competent
17
in
the
functions
performed
or
the
information,
opinions,
18
reports,
or
statements
provided.
19
b.
Legal
counsel,
public
accountants,
or
other
persons
20
retained
by
the
corporation
as
to
matters
involving
skills
21
or
expertise
the
director
reasonably
believes
are
any
of
the
22
following:
23
(1)
Matters
within
the
particular
person’s
professional
or
24
expert
competence.
25
(2)
Matters
as
to
which
the
particular
person
merits
26
confidence.
27
c.
A
board
committee
of
which
the
director
is
not
a
member
28
if
the
director
reasonably
believes
the
committee
merits
29
confidence.
30
Sec.
102.
Section
490.831,
Code
2020,
is
amended
by
striking
31
the
section
and
inserting
in
lieu
thereof
the
following:
32
490.831
Standards
of
liability
for
directors.
33
1.
A
director
shall
not
be
liable
to
the
corporation
or
its
34
shareholders
for
any
decision
to
take
or
not
to
take
action,
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or
any
failure
to
take
any
action,
as
a
director,
unless
the
1
party
asserting
liability
in
a
proceeding
establishes
all
of
2
the
following:
3
a.
No
defense
interposed
by
the
director
based
on
any
of
the
4
following
precludes
liability:
5
(1)
A
provision
in
the
articles
of
incorporation
authorized
6
by
section
490.202,
subsection
2,
paragraph
“d”
or
“f”
.
7
(2)
The
protection
afforded
by
section
490.861
for
action
8
taken
in
compliance
with
section
490.862
or
section
490.863.
9
(3)
The
protection
afforded
by
section
490.870.
10
b.
That
the
challenged
conduct
consisted
or
was
the
result
11
of
any
of
the
following:
12
(1)
Action
not
in
good
faith.
13
(2)
A
decision
that
satisfies
any
of
the
following:
14
(a)
That
which
the
director
did
not
reasonably
believe
to
be
15
in
the
best
interests
of
the
corporation.
16
(b)
As
to
which
the
director
was
not
informed
to
an
17
extent
the
director
reasonably
believed
appropriate
in
the
18
circumstances.
19
(3)
A
lack
of
objectivity
due
to
the
director’s
familial,
20
financial,
or
business
relationship
with,
or
a
lack
of
21
independence
due
to
the
director’s
domination
or
control
by,
22
another
person
having
a
material
interest
in
the
challenged
23
conduct,
which
also
meets
all
of
the
following
criteria:
24
(a)
Which
relationship
or
which
domination
or
control
could
25
reasonably
be
expected
to
have
affected
the
director’s
judgment
26
respecting
the
challenged
conduct
in
a
manner
adverse
to
the
27
corporation.
28
(b)
After
a
reasonable
expectation
to
such
effect
has
been
29
established,
the
director
shall
not
have
established
that
the
30
challenged
conduct
was
reasonably
believed
by
the
director
to
31
be
in
the
best
interests
of
the
corporation.
32
(4)
A
sustained
failure
of
the
director
to
devote
attention
33
to
ongoing
oversight
of
the
business
and
affairs
of
the
34
corporation,
or
a
failure
to
devote
timely
attention,
by
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making,
or
causing
to
be
made,
appropriate
inquiry,
when
1
particular
facts
and
circumstances
of
significant
concern
2
materialize
that
would
alert
a
reasonably
attentive
director
3
to
the
need
for
such
inquiry.
4
(5)
Receipt
of
a
financial
benefit
to
which
the
director
was
5
not
entitled
or
any
other
breach
of
the
director’s
duties
to
6
deal
fairly
with
the
corporation
and
its
shareholders
that
is
7
actionable
under
applicable
law.
8
2.
a.
The
party
seeking
to
hold
the
director
liable
for
9
money
damages
shall
also
have
the
burden
of
establishing
all
10
of
the
following:
11
(1)
That
harm
to
the
corporation
or
its
shareholders
has
12
been
suffered.
13
(2)
The
harm
suffered
was
proximately
caused
by
the
14
director’s
challenged
conduct.
15
b.
A
party
seeking
to
hold
the
director
liable
for
other
16
money
payment
under
a
legal
remedy,
such
as
compensation
for
17
the
unauthorized
use
of
corporate
assets,
shall
also
have
18
whatever
persuasion
burden
may
be
called
for
to
establish
that
19
the
payment
sought
is
appropriate
in
the
circumstances.
20
c.
A
party
seeking
to
hold
the
director
liable
for
other
21
money
payment
under
an
equitable
remedy,
such
as
profit
22
recovery
by
or
disgorgement
to
the
corporation,
shall
also
23
have
whatever
persuasion
burden
may
be
called
for
to
establish
24
that
the
equitable
remedy
sought
is
appropriate
in
the
25
circumstances.
26
3.
This
section
shall
not
do
any
of
the
following:
27
a.
In
any
instance
where
fairness
is
at
issue,
such
28
as
consideration
of
the
fairness
of
a
transaction
to
the
29
corporation
under
section
490.861,
subsection
2,
paragraph
30
“c”
,
alter
the
burden
of
proving
the
fact
or
lack
of
fairness
31
otherwise
applicable.
32
b.
Alter
the
fact
or
lack
of
liability
of
a
director
33
under
another
section
of
this
chapter,
such
as
the
provisions
34
governing
the
consequences
of
an
unlawful
distribution
under
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section
490.833
or
a
transactional
interest
under
section
1
490.861.
2
c.
Affect
any
rights
to
which
the
corporation
or
a
3
shareholder
may
be
entitled
under
another
statute
of
this
state
4
or
the
United
States.
5
Sec.
103.
Section
490.833,
Code
2020,
is
amended
by
striking
6
the
section
and
inserting
in
lieu
thereof
the
following:
7
490.833
Directors’
liability
for
unlawful
distributions.
8
1.
A
director
who
votes
for
or
assents
to
a
distribution
in
9
excess
of
what
may
be
authorized
and
made
pursuant
to
section
10
490.640,
subsection
1,
or
section
490.1409,
subsection
1,
is
11
personally
liable
to
the
corporation
for
the
amount
of
the
12
distribution
that
exceeds
what
could
have
been
distributed
13
without
violating
section
490.640,
subsection
1,
or
section
14
490.1409,
subsection
1,
if
the
party
asserting
liability
15
establishes
that
when
taking
the
action
the
director
did
not
16
comply
with
section
490.830.
17
2.
A
director
held
liable
under
subsection
1
for
an
unlawful
18
distribution
is
entitled
to
all
of
the
following:
19
a.
Contribution
from
every
other
director
who
could
be
held
20
liable
under
subsection
1
for
the
unlawful
distribution.
21
b.
Recoupment
from
each
shareholder
of
the
prorata
portion
22
of
the
amount
of
the
unlawful
distribution
the
shareholder
23
accepted,
knowing
the
distribution
was
made
in
violation
of
24
section
490.640,
subsection
1,
or
section
490.1409,
subsection
25
1.
26
3.
a.
A
proceeding
to
enforce
the
liability
of
a
director
27
under
subsection
1
is
barred
unless
it
is
commenced
within
two
28
years
after
any
of
the
following:
29
(1)
The
date
on
which
the
effect
of
the
distribution
was
30
measured
under
section
490.640,
subsection
5
or
8.
31
(2)
The
date
as
of
which
the
violation
of
section
490.640,
32
subsection
1,
occurred
as
the
consequence
of
disregard
of
a
33
restriction
in
the
articles
of
incorporation.
34
(3)
The
date
on
which
the
distribution
of
assets
to
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shareholders
under
section
490.1409,
subsection
1,
was
made.
1
b.
A
proceeding
to
enforce
contribution
or
recoupment
2
under
subsection
2
is
barred
unless
it
is
commenced
within
3
one
year
after
the
liability
of
the
claimant
has
been
finally
4
adjudicated
under
subsection
1.
5
Sec.
104.
Section
490.840,
Code
2020,
is
amended
by
striking
6
the
section
and
inserting
in
lieu
thereof
the
following:
7
490.840
Officers.
8
1.
A
corporation
has
the
officers
described
in
its
bylaws
9
or
appointed
by
the
board
of
directors
in
accordance
with
the
10
bylaws.
11
2.
The
board
of
directors
may
elect
individuals
to
fill
one
12
or
more
offices
of
the
corporation.
An
officer
may
appoint
one
13
or
more
officers
if
authorized
by
the
bylaws
or
the
board
of
14
directors.
15
3.
The
bylaws
or
the
board
of
directors
shall
assign
to
an
16
officer
responsibility
for
maintaining
and
authenticating
the
17
records
of
the
corporation
required
to
be
kept
under
section
18
490.1601,
subsection
1.
19
4.
The
same
individual
may
simultaneously
hold
more
than
one
20
office
in
a
corporation.
21
Sec.
105.
Section
490.842,
Code
2020,
is
amended
by
striking
22
the
section
and
inserting
in
lieu
thereof
the
following:
23
490.842
Standards
of
conduct
for
officers.
24
1.
An
officer,
when
performing
in
such
capacity,
has
the
25
duty
to
act
in
conformity
with
all
of
the
following:
26
a.
In
good
faith.
27
b.
With
the
care
that
a
person
in
a
like
position
would
28
reasonably
exercise
under
similar
circumstances.
29
c.
In
a
manner
the
officer
reasonably
believes
to
be
in
the
30
best
interests
of
the
corporation.
31
2.
The
duty
of
an
officer
includes
the
obligation
to
do
all
32
of
the
following:
33
a.
Inform
the
superior
officer
to
whom,
or
the
board
of
34
directors
or
the
board
committee
to
which,
the
officer
reports
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of
information
about
the
affairs
of
the
corporation
known
to
1
the
officer,
within
the
scope
of
the
officer’s
functions,
and
2
known
to
the
officer
to
be
material
to
such
superior
officer,
3
board,
or
committee.
4
b.
Inform
the
officer’s
superior
officer,
or
another
5
appropriate
person
within
the
corporation,
or
the
board
of
6
directors,
or
a
board
committee,
of
any
actual
or
probable
7
material
violation
of
law
involving
the
corporation
or
material
8
breach
of
duty
to
the
corporation
by
an
officer,
employee,
9
or
agent
of
the
corporation,
that
the
officer
believes
has
10
occurred
or
is
likely
to
occur.
11
3.
In
discharging
the
officer’s
duties,
an
officer
who
does
12
not
have
knowledge
that
makes
reliance
unwarranted
is
entitled
13
to
rely
on
any
of
the
following:
14
a.
The
performance
of
properly
delegated
responsibilities
15
by
one
or
more
employees
of
the
corporation
whom
the
officer
16
reasonably
believes
to
be
reliable
and
competent
in
performing
17
the
responsibilities
delegated.
18
b.
Information,
opinions,
reports,
or
statements,
including
19
financial
statements
and
other
financial
data,
prepared
or
20
presented
by
one
or
more
employees
of
the
corporation
whom
the
21
officer
reasonably
believes
to
be
reliable
and
competent
in
22
the
matters
presented
or
by
legal
counsel,
public
accountants,
23
or
other
persons
retained
by
the
corporation
as
to
matters
24
involving
skills
or
expertise
the
officer
reasonably
believes
25
are
any
of
the
following:
26
(1)
Matters
within
the
particular
person’s
professional
or
27
expert
competence.
28
(2)
Matters
as
to
which
the
particular
person
merits
29
confidence.
30
4.
An
officer
shall
not
be
liable
to
the
corporation
or
its
31
shareholders
for
any
decision
to
take
or
not
to
take
action,
32
or
any
failure
to
take
any
action,
as
an
officer,
if
the
duties
33
of
the
office
are
performed
in
compliance
with
this
section.
34
Whether
an
officer
who
does
not
comply
with
this
section
shall
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have
liability
will
depend
in
such
instance
on
applicable
1
law,
including
those
principles
of
section
490.831
that
have
2
relevance.
3
Sec.
106.
Section
490.843,
Code
2020,
is
amended
by
striking
4
the
section
and
inserting
in
lieu
thereof
the
following:
5
490.843
Resignation
and
removal
of
officers.
6
1.
An
officer
may
resign
at
any
time
by
delivering
a
written
7
notice
to
the
board
of
directors,
or
its
chairperson,
or
to
8
the
appointing
officer
or
the
secretary.
A
resignation
is
9
effective
as
provided
in
section
490.141,
subsection
9,
unless
10
the
notice
provides
for
a
delayed
effectiveness,
including
11
effectiveness
determined
upon
a
future
event
or
events.
If
12
effectiveness
of
a
resignation
is
stated
to
be
delayed
and
the
13
board
of
directors
or
the
appointing
officer
accepts
the
delay,
14
the
board
of
directors
or
the
appointing
officer
may
fill
the
15
pending
vacancy
before
the
delayed
effectiveness
but
the
new
16
officer
shall
not
take
office
until
the
vacancy
occurs.
17
2.
An
officer
may
be
removed
at
any
time
with
or
without
18
cause
by
any
of
the
following:
19
a.
The
board
of
directors.
20
b.
The
appointing
officer,
unless
the
bylaws
or
the
board
21
of
directors
provide
otherwise.
22
c.
Any
other
officer
if
authorized
by
the
bylaws
or
the
23
board
of
directors.
24
3.
As
used
in
this
section,
“appointing
officer”
means
the
25
officer,
including
any
successor
to
that
officer,
who
appointed
26
the
officer
resigning
or
being
removed.
27
Sec.
107.
Section
490.844,
Code
2020,
is
amended
by
striking
28
the
section
and
inserting
in
lieu
thereof
the
following:
29
490.844
Contract
rights
of
officers.
30
1.
The
election
or
appointment
of
an
officer
does
not
itself
31
create
contract
rights.
32
2.
An
officer’s
removal
does
not
affect
the
officer’s
33
contract
rights,
if
any,
with
the
corporation.
An
officer’s
34
resignation
does
not
affect
the
corporation’s
contract
rights,
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if
any,
with
the
officer.
1
Sec.
108.
Section
490.850,
Code
2020,
is
amended
by
striking
2
the
section
and
inserting
in
lieu
thereof
the
following:
3
490.850
Part
definitions.
4
As
used
in
this
part:
5
1.
“Corporation”
includes
any
domestic
or
foreign
6
predecessor
entity
of
a
corporation
in
a
merger.
7
2.
“Director”
or
“officer”
means
an
individual
who
is
or
8
was
a
director
or
officer,
respectively,
of
a
corporation
9
or
who,
while
a
director
or
officer
of
the
corporation,
is
10
or
was
serving
at
the
corporation’s
request
as
a
director,
11
officer,
manager,
partner,
trustee,
employee,
or
agent
of
12
another
entity
or
employee
benefit
plan.
A
director
or
13
officer
is
considered
to
be
serving
an
employee
benefit
plan
14
at
the
corporation’s
request
if
the
individual’s
duties
to
15
the
corporation
also
impose
duties
on,
or
otherwise
involve
16
services
by,
the
individual
to
the
plan
or
to
participants
in
17
or
beneficiaries
of
the
plan.
“Director”
or
“officer”
includes,
18
unless
the
context
requires
otherwise,
the
estate
or
personal
19
representative
of
a
director
or
officer.
20
3.
“Liability”
means
the
obligation
to
pay
a
judgment,
21
settlement,
penalty,
fine,
including
an
excise
tax
assessed
22
with
respect
to
an
employee
benefit
plan,
or
expenses
incurred
23
with
respect
to
a
proceeding.
24
4.
a.
“Official
capacity”
means
the
following:
25
(1)
When
used
with
respect
to
a
director,
the
office
of
26
director
in
a
corporation.
27
(2)
When
used
with
respect
to
an
officer,
as
contemplated
28
in
section
490.856,
the
office
in
a
corporation
held
by
the
29
officer.
30
b.
“Official
capacity”
does
not
include
service
for
any
31
other
domestic
or
foreign
corporation
or
any
joint
venture,
32
trust,
employee
benefit
plan,
or
other
entity.
33
5.
“Party”
means
an
individual
who
was,
is,
or
is
threatened
34
to
be
made
a
defendant
or
respondent
in
a
proceeding.
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6.
“Proceeding”
means
any
threatened,
pending,
or
completed
1
action,
suit,
or
proceeding,
whether
civil,
criminal,
2
administrative,
arbitrative,
or
investigative
and
whether
3
formal
or
informal.
4
Sec.
109.
Section
490.851,
Code
2020,
is
amended
by
striking
5
the
section
and
inserting
in
lieu
thereof
the
following:
6
490.851
Permissible
indemnification.
7
1.
Except
as
otherwise
provided
in
this
section,
a
8
corporation
may
indemnify
an
individual
who
is
a
party
to
9
a
proceeding
because
the
individual
is
a
director
against
10
liability
incurred
in
the
proceeding
if
any
of
the
following
11
apply:
12
a.
All
of
the
following
apply:
13
(1)
The
director’s
conduct
was
in
good
faith.
14
(2)
The
director
reasonably
believed:
15
(a)
In
the
case
of
conduct
in
an
official
capacity,
that
16
the
director’s
conduct
was
in
the
best
interests
of
the
17
corporation.
18
(b)
In
all
other
cases,
that
the
director’s
conduct
was
at
19
least
not
opposed
to
the
best
interests
of
the
corporation.
20
(3)
In
the
case
of
any
criminal
proceeding,
the
director
21
had
no
reasonable
cause
to
believe
the
director’s
conduct
was
22
unlawful.
23
b.
The
director
engaged
in
conduct
for
which
broader
24
indemnification
has
been
made
permissible
or
obligatory
under
a
25
provision
of
the
articles
of
incorporation,
as
authorized
by
26
section
490.202,
subsection
2,
paragraph
“e”
.
27
2.
A
director’s
conduct
with
respect
to
an
employee
benefit
28
plan
for
a
purpose
the
director
reasonably
believed
to
be
in
29
the
interests
of
the
participants
in,
and
the
beneficiaries
30
of,
the
plan
is
conduct
that
satisfies
the
requirement
of
31
subsection
1,
paragraph
“a”
,
subparagraph
(2),
subparagraph
32
division
(b).
33
3.
The
termination
of
a
proceeding
by
judgment,
order,
34
settlement,
or
conviction,
or
upon
a
plea
of
nolo
contendere
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or
its
equivalent,
is
not,
of
itself,
determinative
that
1
the
director
did
not
meet
the
relevant
standard
of
conduct
2
described
in
this
section.
3
4.
Unless
ordered
by
a
court
under
section
490.854,
4
subsection
1,
paragraph
“c”
,
a
corporation
shall
not
indemnify
a
5
director
in
any
of
the
following
circumstances:
6
a.
In
connection
with
a
proceeding
by
or
in
the
right
of
the
7
corporation,
except
for
expenses
incurred
in
connection
with
8
the
proceeding
if
it
is
determined
that
the
director
has
met
9
the
relevant
standard
of
conduct
under
subsection
1.
10
b.
In
connection
with
any
proceeding
with
respect
to
conduct
11
for
which
the
director
was
adjudged
liable
on
the
basis
of
12
receiving
a
financial
benefit
to
which
the
director
was
not
13
entitled,
regardless
of
whether
it
involved
action
in
the
14
director’s
official
capacity.
15
Sec.
110.
Section
490.852,
Code
2020,
is
amended
by
striking
16
the
section
and
inserting
in
lieu
thereof
the
following:
17
490.852
Mandatory
indemnification.
18
A
corporation
shall
indemnify
a
director
who
was
wholly
19
successful,
on
the
merits
or
otherwise,
in
the
defense
of
20
any
proceeding
to
which
the
director
was
a
party
because
the
21
director
is
or
was
a
director
of
the
corporation
against
22
expenses
incurred
by
the
director
in
connection
with
the
23
proceeding.
24
Sec.
111.
Section
490.853,
Code
2020,
is
amended
by
striking
25
the
section
and
inserting
in
lieu
thereof
the
following:
26
490.853
Advance
for
expenses.
27
1.
A
corporation
may,
before
final
disposition
of
a
28
proceeding,
advance
funds
to
pay
for
or
reimburse
expenses
29
incurred
in
connection
with
the
proceeding
by
an
individual
30
who
is
a
party
to
the
proceeding
because
that
individual
is
a
31
director,
if
the
director
delivers
to
the
corporation
a
signed
32
written
undertaking
of
the
director
to
repay
any
funds
advanced
33
and
all
of
the
following
apply:
34
a.
The
director
is
not
entitled
to
mandatory
indemnification
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under
section
490.852.
1
b.
It
is
ultimately
determined
under
section
490.854
or
2
490.855
that
the
director
is
not
entitled
to
indemnification.
3
2.
The
undertaking
required
by
subsection
1
must
be
an
4
unlimited
general
obligation
of
the
director
but
need
not
be
5
secured
and
may
be
accepted
without
reference
to
the
financial
6
ability
of
the
director
to
make
repayment.
7
3.
Authorizations
under
this
section
shall
be
made
by
any
8
of
the
following:
9
a.
By
the
board
of
directors
as
follows:
10
(1)
If
there
are
two
or
more
qualified
directors,
by
a
11
majority
vote
of
all
of
the
qualified
directors,
a
majority
12
of
whom
shall
for
such
purpose
constitute
a
quorum,
or
by
a
13
majority
of
the
members
of
a
committee
consisting
solely
of
two
14
or
more
qualified
directors
appointed
by
such
a
vote.
15
(2)
If
there
are
fewer
than
two
qualified
directors,
16
by
the
vote
necessary
for
action
by
the
board
of
directors
17
in
accordance
with
section
490.824,
subsection
3,
in
which
18
authorization
directors
who
are
not
qualified
directors
may
19
participate.
20
b.
By
the
shareholders,
but
shares
owned
by
or
voted
under
21
the
control
of
a
director
who
at
the
time
is
not
a
qualified
22
director
shall
not
be
voted
on
the
authorization.
23
Sec.
112.
Section
490.854,
Code
2020,
is
amended
by
striking
24
the
section
and
inserting
in
lieu
thereof
the
following:
25
490.854
Court-ordered
indemnification
and
advance
for
26
expenses.
27
1.
A
person
who
is
a
party
to
a
proceeding
because
the
28
person
is
a
director
may
apply
for
indemnification
or
an
29
advance
for
expenses
to
the
court
conducting
the
proceeding
30
or
to
another
court
of
competent
jurisdiction.
After
receipt
31
of
an
application
and
after
giving
any
notice
it
considers
32
necessary,
the
court
shall
do
any
of
the
following:
33
a.
Order
indemnification
if
the
court
determines
that
the
34
director
is
entitled
to
mandatory
indemnification
under
section
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490.852.
1
b.
Order
indemnification
or
advance
for
expenses
if
2
the
court
determines
that
the
director
is
entitled
to
3
indemnification
or
advance
for
expenses
pursuant
to
a
provision
4
authorized
by
section
490.858,
subsection
1.
5
c.
(1)
Order
indemnification
or
advance
for
expenses
if
the
6
court
determines,
in
view
of
all
the
relevant
circumstances,
7
that
it
is
fair
and
reasonable
to
do
any
of
the
following:
8
(a)
Indemnify
the
director.
9
(b)
Advance
expenses
to
the
director.
10
(2)
The
court
shall
order
indemnification
or
advance
for
11
expenses,
even
if
in
the
case
of
subparagraph
(1),
subparagraph
12
division
(a)
or
(b),
the
director
has
not
met
the
relevant
13
standard
of
conduct
set
forth
in
section
490.851,
subsection
1,
14
failed
to
comply
with
section
490.853
or
was
adjudged
liable
15
in
a
proceeding
referred
to
in
section
490.851,
subsection
4,
16
paragraph
“a”
or
“b”
.
However,
if
the
director
was
adjudged
17
so
liable
the
director’s
indemnification
shall
be
limited
to
18
expenses
incurred
in
connection
with
the
proceeding.
19
2.
If
the
court
determines
that
the
director
is
entitled
20
to
indemnification
under
subsection
1,
paragraph
“a”
,
or
to
21
indemnification
or
advance
for
expenses
under
subsection
1,
22
paragraph
“b”
,
it
shall
also
order
the
corporation
to
pay
the
23
director’s
expenses
incurred
in
connection
with
obtaining
24
court-ordered
indemnification
or
advance
for
expenses.
25
If
the
court
determines
that
the
director
is
entitled
to
26
indemnification
or
advance
for
expenses
under
subsection
1,
27
paragraph
“c”
,
it
may
also
order
the
corporation
to
pay
the
28
director’s
expenses
to
obtain
court-ordered
indemnification
or
29
advance
for
expenses.
30
Sec.
113.
Section
490.855,
Code
2020,
is
amended
by
striking
31
the
section
and
inserting
in
lieu
thereof
the
following:
32
490.855
Determination
and
authorization
of
indemnification.
33
1.
A
corporation
shall
not
indemnify
a
director
under
34
section
490.851
unless
authorized
for
a
specific
proceeding
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after
a
determination
has
been
made
that
indemnification
is
1
permissible
because
the
director
has
met
the
relevant
standard
2
of
conduct
set
forth
in
section
490.851.
3
2.
The
determination
shall
be
made
by
any
of
the
following:
4
a.
If
there
are
two
or
more
qualified
directors,
by
the
5
board
of
directors
by
a
majority
vote
of
all
the
qualified
6
directors,
a
majority
of
whom
shall
for
such
purpose
constitute
7
a
quorum,
or
by
a
majority
of
the
members
of
a
committee
of
two
8
or
more
qualified
directors
appointed
by
such
a
vote.
9
b.
By
special
legal
counsel
selected
in
one
of
the
following
10
manners:
11
(1)
In
the
manner
prescribed
in
paragraph
“a”
.
12
(2)
If
there
are
fewer
than
two
qualified
directors,
13
selected
by
the
board
of
directors,
in
which
selection
14
directors
who
are
not
qualified
directors
may
participate.
15
c.
By
the
shareholders,
but
shares
owned
by
or
voted
under
16
the
control
of
a
director
who
at
the
time
is
not
a
qualified
17
director
shall
not
be
voted
on
the
determination.
18
3.
Authorization
of
indemnification
shall
be
made
in
19
the
same
manner
as
the
determination
that
indemnification
is
20
permissible,
except
that
if
there
are
fewer
than
two
qualified
21
directors
or
if
the
determination
is
made
by
special
legal
22
counsel,
authorization
of
indemnification
shall
be
made
by
23
those
entitled
to
select
special
legal
counsel
under
subsection
24
2,
paragraph
“b”
,
subparagraph
(2).
25
Sec.
114.
Section
490.856,
Code
2020,
is
amended
by
striking
26
the
section
and
inserting
in
lieu
thereof
the
following:
27
490.856
Indemnification
of
officers.
28
1.
A
corporation
may
indemnify
and
advance
expenses
under
29
this
part
to
an
officer
who
is
a
party
to
a
proceeding
because
30
the
person
is
an
officer,
according
to
all
of
the
following:
31
a.
To
the
same
extent
as
a
director.
32
b.
If
the
person
is
an
officer
but
not
a
director,
to
33
such
further
extent
as
may
be
provided
by
the
articles
of
34
incorporation
or
bylaws,
or
by
a
resolution
adopted
or
a
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contract
approved
by
the
board
of
directors
or
shareholders,
1
except
for
any
of
the
following:
2
(1)
Liability
in
connection
with
a
proceeding
by
or
in
the
3
right
of
the
corporation
other
than
for
expenses
incurred
in
4
connection
with
the
proceeding.
5
(2)
Liability
arising
out
of
conduct
that
constitutes
any
6
of
the
following:
7
(a)
Receipt
by
the
officer
of
a
financial
benefit
to
which
8
the
officer
is
not
entitled.
9
(b)
An
intentional
infliction
of
harm
on
the
corporation
or
10
the
shareholders.
11
(c)
An
intentional
violation
of
criminal
law.
12
2.
The
provisions
of
subsection
1,
paragraph
“b”
,
shall
13
apply
to
an
officer
who
is
also
a
director,
if
the
officer
is
14
made
a
party
to
the
proceeding
based
on
an
act
or
omission
15
solely
as
an
officer.
16
3.
An
officer
who
is
not
a
director
is
entitled
to
mandatory
17
indemnification
under
section
490.852,
and
may
apply
to
a
court
18
under
section
490.854
for
indemnification
or
an
advance
for
19
expenses,
in
each
case
to
the
same
extent
to
which
a
director
20
may
be
entitled
to
indemnification
or
advance
for
expenses
21
under
those
sections.
22
Sec.
115.
Section
490.857,
Code
2020,
is
amended
by
striking
23
the
section
and
inserting
in
lieu
thereof
the
following:
24
490.857
Insurance.
25
A
corporation
may
purchase
and
maintain
insurance
on
26
behalf
of
an
individual
who
is
a
director
or
officer
of
27
the
corporation,
or
who,
while
a
director
or
officer
of
the
28
corporation,
serves
at
the
corporation’s
request
as
a
director,
29
officer,
partner,
trustee,
employee,
or
agent
of
another
30
domestic
or
foreign
corporation,
or
a
joint
venture,
trust,
31
employee
benefit
plan,
or
other
entity,
against
liability
32
asserted
against
or
incurred
by
the
individual
in
that
capacity
33
or
arising
from
the
individual’s
status
as
a
director
or
34
officer,
regardless
of
whether
the
corporation
would
have
power
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to
indemnify
or
advance
expenses
to
the
individual
against
the
1
same
liability
under
this
part.
2
Sec.
116.
Section
490.858,
Code
2020,
is
amended
by
striking
3
the
section
and
inserting
in
lieu
thereof
the
following:
4
490.858
Variation
by
corporate
action
——
application
of
part.
5
1.
A
corporation
may,
by
a
provision
in
its
articles
6
of
incorporation
or
bylaws
or
in
a
resolution
adopted
or
a
7
contract
approved
by
the
board
of
directors
or
shareholders,
8
obligate
itself
in
advance
of
the
act
or
omission
giving
rise
9
to
a
proceeding
to
provide
indemnification
in
accordance
10
with
section
490.851
or
advance
funds
to
pay
for
or
11
reimburse
expenses
in
accordance
with
section
490.853.
Any
12
such
obligatory
provision
shall
be
deemed
to
satisfy
the
13
requirements
for
authorization
referred
to
in
section
490.853,
14
subsection
3,
and
in
section
490.855,
subsection
3.
Any
15
such
provision
that
obligates
the
corporation
to
provide
16
indemnification
to
the
fullest
extent
permitted
by
law
shall
be
17
deemed
to
obligate
the
corporation
to
advance
funds
to
pay
for
18
or
reimburse
expenses
in
accordance
with
section
490.853
to
the
19
fullest
extent
permitted
by
law,
unless
the
provision
expressly
20
provides
otherwise.
21
2.
A
right
of
indemnification
or
to
advances
for
expenses
22
created
by
this
part
or
under
subsection
1
and
in
effect
at
23
the
time
of
an
act
or
omission
shall
not
be
eliminated
or
24
impaired
with
respect
to
such
act
or
omission
by
an
amendment
25
of
the
articles
of
incorporation
or
bylaws
or
a
resolution
26
of
the
board
of
directors
or
shareholders,
adopted
after
the
27
occurrence
of
such
act
or
omission,
unless,
in
the
case
of
28
a
right
created
under
subsection
1,
the
provision
creating
29
such
right
and
in
effect
at
the
time
of
such
act
or
omission
30
explicitly
authorizes
such
elimination
or
impairment
after
such
31
act
or
omission
has
occurred.
32
3.
Any
provision
pursuant
to
subsection
1
shall
not
obligate
33
the
corporation
to
indemnify
or
advance
expenses
to
a
director
34
of
a
predecessor
of
the
corporation,
pertaining
to
conduct
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with
respect
to
the
predecessor,
unless
otherwise
expressly
1
provided.
Any
provision
for
indemnification
or
advance
for
2
expenses
in
the
articles
of
incorporation,
or
bylaws,
or
a
3
resolution
of
the
board
of
directors
or
shareholders
of
a
4
predecessor
of
the
corporation
in
a
merger
or
in
a
contract
5
to
which
the
predecessor
is
a
party,
existing
at
the
time
the
6
merger
takes
effect,
shall
be
governed
by
section
490.1107,
7
subsection
1,
paragraph
“d”
.
8
4.
Subject
to
subsection
2,
a
corporation
may,
by
a
9
provision
in
its
articles
of
incorporation,
limit
any
of
the
10
rights
to
indemnification
or
advance
for
expenses
created
by
or
11
pursuant
to
this
part.
12
5.
This
part
does
not
limit
a
corporation’s
power
to
pay
13
or
reimburse
expenses
incurred
by
a
director
or
an
officer
in
14
connection
with
appearing
as
a
witness
in
a
proceeding
at
a
15
time
when
the
director
or
officer
is
not
a
party.
16
6.
This
part
does
not
limit
a
corporation’s
power
to
17
indemnify,
advance
expenses
to,
or
provide
or
maintain
18
insurance
on
behalf
of
an
employee
or
agent.
19
Sec.
117.
Section
490.860,
Code
2020,
is
amended
by
striking
20
the
section
and
inserting
in
lieu
thereof
the
following:
21
490.860
Part
definitions.
22
As
used
in
this
part,
unless
otherwise
specified:
23
1.
“Control”
,
including
the
term
“controlled
by”
,
means
any
24
of
the
following:
25
a.
Having
the
power,
directly
or
indirectly,
to
elect
or
26
remove
a
majority
of
the
members
of
the
board
of
directors
27
or
other
governing
body
of
an
entity,
whether
through
the
28
ownership
of
voting
shares
or
interests,
by
contract,
or
29
otherwise.
30
b.
Being
subject
to
a
majority
of
the
risk
of
loss
from
the
31
entity’s
activities
or
entitled
to
receive
a
majority
of
the
32
entity’s
residual
returns.
33
2.
“Director’s
conflicting
interest
transaction”
means
34
a
transaction
effected
or
proposed
to
be
effected
by
the
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corporation,
or
by
an
entity
controlled
by
the
corporation,
to
1
which,
or
respecting
which,
any
of
the
following
applies:
2
a.
To
which,
at
the
relevant
time,
the
director
is
a
party.
3
b.
Respecting
which,
at
the
relevant
time,
the
director
4
had
knowledge
and
a
material
financial
interest
known
to
the
5
director.
6
c.
Respecting
which,
at
the
relevant
time,
the
director
knew
7
that
a
related
person
was
a
party
or
had
a
material
financial
8
interest.
9
3.
“Fair
to
the
corporation”
means,
for
purposes
of
section
10
490.861,
subsection
2,
paragraph
“c”
,
that
the
transaction
11
as
a
whole
was
beneficial
to
the
corporation,
taking
into
12
appropriate
account
whether
it
was
all
of
the
following:
13
a.
Fair
in
terms
of
the
director’s
dealings
with
the
14
corporation.
15
b.
Comparable
to
what
might
have
been
obtainable
in
an
arm’s
16
length
transaction,
given
the
consideration
paid
or
received
17
by
the
corporation.
18
4.
“Material
financial
interest”
means
a
financial
interest
19
in
a
transaction
that
would
reasonably
be
expected
to
impair
20
the
objectivity
of
the
director’s
judgment
when
participating
21
in
action
on
the
authorization
of
the
transaction.
22
5.
“Related
person”
means
any
of
the
following:
23
a.
The
individual’s
spouse.
24
b.
A
child,
stepchild,
grandchild,
parent,
stepparent,
25
grandparent,
sibling,
stepsibling,
half
sibling,
aunt,
26
uncle,
niece,
or
nephew,
or
spouse
of
any
such
person,
of
the
27
individual
or
of
the
individual’s
spouse.
28
c.
A
natural
person
living
in
the
same
home
as
the
29
individual.
30
d.
An
entity,
other
than
the
corporation
or
an
entity
31
controlled
by
the
corporation,
controlled
by
the
individual
or
32
any
person
specified
in
this
subsection.
33
e.
Any
of
the
following:
34
(1)
A
domestic
or
foreign
business
or
nonprofit
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corporation,
other
than
the
corporation
or
an
entity
controlled
1
by
the
corporation,
of
which
the
individual
is
a
director.
2
(2)
A
domestic
or
foreign
unincorporated
entity
of
which
the
3
individual
is
a
general
partner
or
a
member
of
the
governing
4
body.
5
(3)
A
domestic
or
foreign
individual,
trust,
or
estate
6
for
whom
or
of
which
the
individual
is
a
trustee,
guardian,
7
personal
representative,
or
like
fiduciary.
8
f.
A
person
that
is,
or
an
entity
that
is
controlled
by,
an
9
employer
of
the
individual.
10
6.
“Relevant
time”
means
the
following:
11
a.
The
time
at
which
directors’
action
respecting
the
12
transaction
is
taken
in
compliance
with
section
490.862.
13
b.
If
the
transaction
is
not
brought
before
the
board
14
of
directors
or
a
board
committee
for
action
under
section
15
490.862,
at
the
time
the
corporation
or
an
entity
controlled
16
by
the
corporation
becomes
legally
obligated
to
consummate
the
17
transaction.
18
7.
“Required
disclosure”
means
disclosure
of
all
of
the
19
following:
20
a.
The
existence
and
nature
of
the
director’s
conflicting
21
interest.
22
b.
All
facts
known
to
the
director
respecting
the
subject
23
matter
of
the
transaction
that
a
director
free
of
such
24
conflicting
interest
would
reasonably
believe
to
be
material
in
25
deciding
whether
to
proceed
with
the
transaction.
26
Sec.
118.
Section
490.861,
Code
2020,
is
amended
by
striking
27
the
section
and
inserting
in
lieu
thereof
the
following:
28
490.861
Judicial
action.
29
1.
A
transaction
effected
or
proposed
to
be
effected
by
the
30
corporation,
or
by
an
entity
controlled
by
the
corporation,
31
shall
not
be
the
subject
of
equitable
relief,
or
give
rise
to
32
an
award
of
damages
or
other
sanctions
against
a
director
of
33
the
corporation,
in
a
proceeding
by
a
shareholder
or
by
or
in
34
the
right
of
the
corporation,
on
the
ground
that
the
director
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has
an
interest
respecting
the
transaction,
if
it
is
not
a
1
director’s
conflicting
interest
transaction.
2
2.
A
director’s
conflicting
interest
transaction
shall
3
not
be
the
subject
of
equitable
relief,
or
give
rise
to
an
4
award
of
damages
or
other
sanctions
against
a
director
of
the
5
corporation,
in
a
proceeding
by
a
shareholder
or
by
or
in
the
6
right
of
the
corporation,
on
the
ground
that
the
director
has
7
an
interest
respecting
the
transaction,
if
any
of
the
following
8
apply:
9
a.
Directors’
action
respecting
the
transaction
was
taken
in
10
compliance
with
section
490.862
at
any
time.
11
b.
Shareholders’
action
respecting
the
transaction
was
taken
12
in
compliance
with
section
490.863
at
any
time.
13
c.
The
transaction,
judged
according
to
the
circumstances
14
at
the
relevant
time,
is
established
to
have
been
fair
to
the
15
corporation.
16
Sec.
119.
Section
490.862,
Code
2020,
is
amended
by
striking
17
the
section
and
inserting
in
lieu
thereof
the
following:
18
490.862
Directors’
action.
19
1.
Directors’
action
respecting
a
director’s
conflicting
20
interest
transaction
is
effective
for
purposes
of
section
21
490.861,
subsection
2,
paragraph
“a”
,
if
the
transaction
has
22
been
authorized
by
the
affirmative
vote
of
a
majority,
but
23
no
fewer
than
two,
of
the
qualified
directors
who
voted
on
24
the
transaction,
after
required
disclosure
by
the
conflicted
25
director
of
information
not
already
known
by
such
qualified
26
directors,
or
after
modified
disclosure
in
compliance
with
27
subsection
2,
provided
that
all
of
the
following
apply:
28
a.
The
qualified
directors
have
deliberated
and
voted
29
outside
the
presence
of
and
without
the
participation
by
any
30
other
director.
31
b.
Where
the
action
has
been
taken
by
a
board
committee,
32
all
members
of
the
committee
were
qualified
directors,
and
any
33
of
the
following
apply:
34
(1)
The
committee
was
composed
of
all
the
qualified
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directors
on
the
board
of
directors.
1
(2)
The
members
of
the
committee
were
appointed
by
the
2
affirmative
vote
of
a
majority
of
the
qualified
directors
on
3
the
board
of
directors.
4
2.
Notwithstanding
subsection
1,
when
a
transaction
is
5
a
director’s
conflicting
interest
transaction
only
because
a
6
related
person
described
in
section
490.860,
subsection
5,
7
paragraph
“e”
or
“f”
,
is
a
party
to
or
has
a
material
financial
8
interest
in
the
transaction,
the
conflicted
director
is
not
9
obligated
to
make
required
disclosure
to
the
extent
that
the
10
director
reasonably
believes
that
doing
so
would
violate
a
11
duty
imposed
under
law,
a
legally
enforceable
obligation
of
12
confidentiality,
or
a
professional
ethics
rule,
provided
that
13
the
conflicted
director
discloses
to
the
qualified
directors
14
voting
on
the
transaction
all
of
the
following:
15
a.
All
information
required
to
be
disclosed
that
is
not
so
16
violative.
17
b.
The
existence
and
nature
of
the
director’s
conflicting
18
interest.
19
c.
The
nature
of
the
conflicted
director’s
duty
not
to
20
disclose
the
confidential
information.
21
3.
A
majority,
but
no
fewer
than
two,
of
all
the
qualified
22
directors
on
the
board
of
directors,
or
on
the
board
committee,
23
constitutes
a
quorum
for
purposes
of
action
that
complies
with
24
this
section.
25
4.
Where
directors’
action
under
this
section
does
not
26
satisfy
a
quorum
or
voting
requirement
applicable
to
the
27
authorization
of
the
transaction
by
reason
of
the
articles
of
28
incorporation
or
bylaws,
or
a
provision
of
law,
independent
29
action
to
satisfy
those
authorization
requirements
shall
be
30
taken
by
the
board
of
directors
or
a
board
committee,
in
31
which
action
directors
who
are
not
qualified
directors
may
32
participate.
33
Sec.
120.
Section
490.863,
Code
2020,
is
amended
by
striking
34
the
section
and
inserting
in
lieu
thereof
the
following:
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490.863
Shareholders’
action.
1
1.
a.
Shareholders’
action
respecting
a
director’s
2
conflicting
interest
transaction
is
effective
for
purposes
of
3
section
490.861,
subsection
2,
paragraph
“b”
,
if
a
majority
of
4
the
votes
cast
by
the
holders
of
all
qualified
shares
are
in
5
favor
of
the
transaction
after
all
of
the
following
occur:
6
(1)
Notice
to
shareholders
describing
the
action
to
be
taken
7
respecting
the
transaction.
8
(2)
Provision
to
the
corporation
of
the
information
9
referred
to
in
subsection
2.
10
(3)
Communication
to
the
shareholders
entitled
to
vote
11
on
the
transaction
of
the
information
that
is
the
subject
of
12
required
disclosure,
to
the
extent
the
information
is
not
known
13
by
them.
14
b.
In
the
case
of
shareholders’
action
at
a
meeting,
the
15
shareholders
entitled
to
vote
shall
be
determined
as
of
the
16
record
date
for
notice
of
the
meeting.
17
2.
A
director
who
has
a
conflicting
interest
respecting
18
the
transaction
shall,
before
the
shareholders’
vote,
inform
19
the
secretary
or
other
officer
or
agent
of
the
corporation
20
authorized
to
tabulate
votes,
in
writing,
of
the
number
of
21
shares
that
the
director
knows
are
not
qualified
shares
under
22
subsection
3,
and
the
identity
of
the
holders
of
those
shares.
23
3.
As
used
in
this
section:
24
a.
“Holder”
means
and
“held
by”
refers
to
shares
held
25
by
a
record
shareholder,
a
beneficial
shareholder,
or
an
26
unrestricted
voting
trust
beneficial
owner.
27
b.
“Qualified
shares”
means
all
shares
entitled
to
be
28
voted
with
respect
to
the
transaction
except
for
shares
that
29
the
secretary
or
other
officer
or
agent
of
the
corporation
30
authorized
to
tabulate
votes
either
knows,
or
under
subsection
31
2
is
notified,
are
held
by
any
of
the
following:
32
(1)
A
director
who
has
a
conflicting
interest
respecting
the
33
transaction.
34
(2)
A
related
person
of
the
director,
excluding
a
person
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described
in
section
490.860,
subsection
5,
paragraph
“f”
.
1
4.
A
majority
of
the
votes
entitled
to
be
cast
by
the
2
holders
of
all
qualified
shares
constitutes
a
quorum
for
3
purposes
of
compliance
with
this
section.
Subject
to
the
4
provisions
of
subsection
5,
shareholders’
action
that
otherwise
5
complies
with
this
section
is
not
affected
by
the
presence
of
6
holders,
or
by
the
voting,
of
shares
that
are
not
qualified
7
shares.
8
5.
If
a
shareholders’
vote
does
not
comply
with
subsection
9
1
solely
because
of
a
director’s
failure
to
comply
with
10
subsection
2,
and
if
the
director
establishes
that
the
failure
11
was
not
intended
to
influence
and
did
not
in
fact
determine
the
12
outcome
of
the
vote,
the
court
may
take
such
action
respecting
13
the
transaction
and
the
director,
and
may
give
such
effect,
14
if
any,
to
the
shareholders’
vote,
as
the
court
considers
15
appropriate
in
the
circumstances.
16
6.
Where
shareholders’
action
under
this
section
does
17
not
satisfy
a
quorum
or
voting
requirement
applicable
to
the
18
authorization
of
the
transaction
by
reason
of
the
articles
of
19
incorporation
or
bylaws,
or
a
provision
of
law,
independent
20
action
to
satisfy
those
authorization
requirements
shall
be
21
taken
by
the
shareholders,
in
which
action
shares
that
are
not
22
qualified
shares
may
participate.
23
Sec.
121.
Section
490.870,
Code
2020,
is
amended
by
striking
24
the
section
and
inserting
in
lieu
thereof
the
following:
25
490.870
Business
opportunities.
26
1.
If
a
director
or
officer
pursues
or
takes
advantage
of
27
a
business
opportunity
directly,
or
indirectly
through
or
on
28
behalf
of
another
person,
that
action
shall
not
be
the
subject
29
of
equitable
relief,
or
give
rise
to
an
award
of
damages
or
30
other
sanctions
against
the
director,
officer,
or
other
person,
31
in
a
proceeding
by
or
in
the
right
of
the
corporation
on
the
32
ground
that
the
opportunity
should
have
first
been
offered
to
33
the
corporation,
if
any
of
the
following
apply:
34
a.
Before
the
director,
officer,
or
other
person
becomes
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legally
obligated
respecting
the
opportunity,
the
director
or
1
officer
brings
it
to
the
attention
of
the
corporation
and
any
2
of
the
following
apply:
3
(1)
Action
by
qualified
directors
disclaiming
the
4
corporation’s
interest
in
the
opportunity
is
taken
in
5
compliance
with
the
same
procedures
as
are
set
forth
in
section
6
490.862.
7
(2)
Shareholders’
action
disclaiming
the
corporation’s
8
interest
in
the
opportunity
is
taken
in
compliance
with
the
9
procedures
set
forth
in
section
490.863,
in
either
case
as
if
10
the
decision
being
made
concerned
a
director’s
conflicting
11
interest
transaction;
except
that,
rather
than
making
required
12
disclosure
as
defined
in
section
490.860,
the
director
or
13
officer
shall
have
made
prior
disclosure
to
those
acting
on
14
behalf
of
the
corporation
of
all
material
facts
concerning
the
15
business
opportunity
known
to
the
director
or
officer.
16
b.
The
duty
to
offer
the
corporation
the
business
17
opportunity
has
been
limited
or
eliminated
pursuant
to
a
18
provision
of
the
articles
of
incorporation
adopted,
and
where
19
required,
made
effective
by
action
of
qualified
directors,
in
20
accordance
with
section
490.202,
subsection
2,
paragraph
“f”
.
21
2.
In
any
proceeding
seeking
equitable
relief
or
other
22
remedies
based
upon
an
alleged
improper
pursuit
or
taking
23
advantage
of
a
business
opportunity
by
a
director
or
officer,
24
directly,
or
indirectly
through
or
on
behalf
of
another
25
person,
the
fact
that
the
director
or
officer
did
not
employ
26
the
procedure
described
in
subsection
1,
paragraph
“a”
,
27
subparagraph
(1)
or
(2),
before
pursuing
or
taking
advantage
28
of
the
opportunity
shall
not
create
an
implication
that
the
29
opportunity
should
have
been
first
presented
to
the
corporation
30
or
alter
the
burden
of
proof
otherwise
applicable
to
establish
31
that
the
director
or
officer
breached
a
duty
to
the
corporation
32
in
the
circumstances.
33
Sec.
122.
Section
490.901,
Code
2020,
is
amended
by
striking
34
the
section
and
inserting
in
lieu
thereof
the
following:
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490.901
Subchapter
definitions.
1
1.
As
used
in
this
subchapter:
2
a.
“Conversion”
means
a
transaction
pursuant
to
part
C.
3
b.
“Converted
entity”
means
the
converting
entity
as
it
4
continues
in
existence
after
a
conversion.
5
c.
“Converting
entity”
means
the
domestic
corporation
or
6
eligible
entity
that
approves
a
plan
of
conversion
pursuant
to
7
section
490.932
or
the
foreign
eligible
entity
that
approves
a
8
conversion
pursuant
to
the
organic
law
of
the
eligible
entity.
9
d.
“Domesticated
corporation”
means
the
domesticating
10
corporation
as
it
continues
in
existence
after
a
domestication.
11
e.
“Domesticating
corporation”
means
the
domestic
12
corporation
that
approves
a
plan
of
domestication
pursuant
13
to
section
490.921
or
the
foreign
corporation
that
approves
14
a
domestication
pursuant
to
the
organic
law
of
the
foreign
15
corporation.
16
f.
“Domestication”
means
a
transaction
pursuant
to
part
B.
17
g.
“Protected
agreement”
means
any
of
the
following:
18
(1)
A
document
evidencing
indebtedness
of
a
domestic
19
corporation
or
eligible
entity
and
any
related
agreement
in
20
effect
immediately
before
the
enactment
date.
21
(2)
An
agreement
that
is
binding
on
a
domestic
corporation
22
or
eligible
entity
immediately
before
the
enactment
date.
23
(3)
The
articles
of
incorporation
or
bylaws
of
a
domestic
24
corporation
or
the
organic
rules
of
a
domestic
eligible
entity,
25
in
each
case
in
effect
immediately
before
the
enactment
date.
26
(4)
An
agreement
that
is
binding
on
any
of
the
shareholders,
27
members,
interest
holders,
directors,
or
other
governors
of
a
28
domestic
corporation
or
eligible
entity,
in
their
capacities
as
29
such,
immediately
before
the
enactment
date.
30
2.
As
used
in
subsection
1
and
sections
490.920
and
31
490.930,
“enactment
date”
means
July
1,
2021,
as
it
relates
to
32
domestications
and
July
1,
2008,
as
it
relates
to
conversions.
33
Sec.
123.
Section
490.902,
Code
2020,
is
amended
by
striking
34
the
section
and
inserting
in
lieu
thereof
the
following:
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490.902
Excluded
transactions.
1
This
subchapter
shall
not
be
used
to
effect
a
transaction
2
that
converts
a
company
organized
on
the
mutual
principle
to
3
one
organized
on
the
basis
of
share
ownership.
4
Sec.
124.
NEW
SECTION
.
490.903
Required
approvals.
5
If
a
domestic
or
foreign
corporation
or
eligible
entity
6
shall
not
be
a
party
to
a
merger
without
the
approval
of
the
7
superintendent
of
banking,
the
commissioner
of
insurance,
8
or
the
Iowa
utility
board,
and
the
applicable
statutes
or
9
regulations
do
not
specifically
deal
with
transactions
under
10
this
subchapter
but
do
require
such
approval
for
mergers,
11
a
corporation
or
eligible
entity
shall
not
be
a
party
to
a
12
transaction
under
this
subchapter
without
the
prior
approval
of
13
that
agency
or
official.
14
Sec.
125.
NEW
SECTION
.
490.904
Relationship
of
subchapter
15
to
other
laws.
16
A
transaction
effected
under
this
subchapter
shall
not
17
create
or
impair
a
right,
duty,
or
obligation
of
a
person
under
18
the
statutory
law
of
this
state
other
than
this
subchapter
19
relating
to
a
change
in
control,
business
combination,
20
control-share
acquisition,
or
similar
transaction
involving
21
a
domesticating
or
converting
domestic
corporation,
unless
22
the
approval
of
the
plan
of
domestication
or
conversion
is
by
23
a
vote
of
the
shareholders
or
the
board
of
directors
which
24
would
be
sufficient
to
create
or
impair
the
right,
duty,
or
25
obligation
directly
under
that
law.
26
Sec.
126.
NEW
SECTION
.
490.920
Domestication.
27
1.
By
complying
with
the
provisions
of
this
part
applicable
28
to
foreign
corporations,
a
foreign
corporation
may
become
a
29
domestic
corporation
if
the
domestication
is
permitted
by
the
30
organic
law
of
the
foreign
corporation.
31
2.
By
complying
with
the
provisions
of
this
part,
a
domestic
32
corporation
may
become
a
foreign
corporation
pursuant
to
a
33
plan
of
domestication
if
the
domestication
is
permitted
by
the
34
organic
law
of
the
foreign
corporation.
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3.
The
plan
of
domestication
must
include
all
of
the
1
following:
2
a.
The
name
of
the
domesticating
corporation.
3
b.
The
name
and
jurisdiction
of
formation
of
the
4
domesticated
corporation.
5
c.
The
manner
and
basis
of
reclassifying
the
shares
of
the
6
domesticating
corporation
into
shares
or
other
securities,
7
obligations,
rights
to
acquire
shares
or
other
securities,
8
cash,
other
property,
or
any
combination
of
the
foregoing.
9
d.
The
proposed
articles
of
incorporation
and
bylaws
of
the
10
domesticated
corporation.
11
e.
The
other
terms
and
conditions
of
the
domestication.
12
4.
In
addition
to
the
requirements
of
subsection
3,
a
plan
13
of
domestication
may
contain
any
other
provision
not
prohibited
14
by
law.
15
5.
The
terms
of
a
plan
of
domestication
may
be
made
16
dependent
upon
facts
objectively
ascertainable
outside
the
plan
17
in
accordance
with
section
490.120,
subsection
11.
18
6.
If
a
protected
agreement
of
a
domestic
domesticating
19
corporation
in
effect
immediately
before
the
domestication
20
becomes
effective
contains
a
provision
applying
to
a
merger
21
of
the
corporation
and
the
agreement
does
not
refer
to
a
22
domestication
of
the
corporation,
the
provision
applies
to
a
23
domestication
of
the
corporation
as
if
the
domestication
were
a
24
merger
until
such
time
as
the
provision
is
first
amended
after
25
the
enactment
date.
26
Sec.
127.
NEW
SECTION
.
490.921
Action
on
a
plan
of
27
domestication.
28
In
the
case
of
a
domestication
of
a
domestic
corporation
29
into
a
foreign
jurisdiction,
the
plan
of
domestication
shall
be
30
adopted
in
the
following
manner:
31
1.
The
plan
of
domestication
shall
first
be
adopted
by
the
32
board
of
directors.
33
2.
a.
The
plan
of
domestication
shall
then
be
approved
by
34
the
shareholders.
In
submitting
the
plan
of
domestication
to
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the
shareholders
for
approval,
the
board
of
directors
shall
1
recommend
that
the
shareholders
approve
the
plan,
unless
any
of
2
the
following
applies:
3
(1)
The
board
of
directors
makes
a
determination
that
4
because
of
conflicts
of
interest
or
other
special
circumstances
5
it
should
not
make
such
a
recommendation.
6
(2)
Section
490.826
applies.
7
b.
If
paragraph
“a”
,
subparagraph
(1)
or
(2)
applies,
the
8
board
shall
inform
the
shareholders
of
the
basis
for
its
so
9
proceeding.
10
3.
The
board
of
directors
may
set
conditions
for
approval
11
of
the
plan
of
domestication
by
the
shareholders
or
the
12
effectiveness
of
the
plan
of
domestication.
13
4.
If
the
approval
of
the
shareholders
is
to
be
given
at
14
a
meeting,
the
corporation
shall
notify
each
shareholder,
15
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
16
shareholders
at
which
the
plan
of
domestication
is
to
be
17
submitted
for
approval.
The
notice
must
state
that
the
18
purpose,
or
one
of
the
purposes,
of
the
meeting
is
to
consider
19
the
plan
of
domestication
and
must
contain
or
be
accompanied
20
by
a
copy
or
summary
of
the
plan.
The
notice
must
include
21
or
be
accompanied
by
a
copy
of
the
articles
of
incorporation
22
and
the
bylaws
as
they
will
be
in
effect
immediately
after
the
23
domestication.
24
5.
Unless
the
articles
of
incorporation,
bylaws,
or
the
25
board
of
directors
acting
pursuant
to
subsection
3,
require
26
a
greater
vote
or
a
greater
quorum,
approval
of
the
plan
of
27
domestication
requires
all
of
the
following:
28
a.
The
approval
of
the
shareholders
at
a
meeting
at
which
a
29
quorum
exists
consisting
of
a
majority
of
the
votes
entitled
30
to
be
cast
on
the
plan.
31
b.
Except
as
provided
in
subsection
6,
the
approval
of
32
each
class
or
series
of
shares
voting
as
a
separate
voting
33
group
at
a
meeting
at
which
a
quorum
of
the
voting
group
exists
34
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
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the
plan
by
that
voting
group.
1
6.
The
articles
of
incorporation
may
expressly
limit
or
2
eliminate
the
separate
voting
rights
provided
in
subsection
3
5,
paragraph
“b”
,
as
to
any
class
or
series
of
shares,
except
4
when
the
articles
of
incorporation
of
the
foreign
corporation
5
resulting
from
the
domestication
include
what
would
be
in
6
effect
an
amendment
that
would
entitle
the
class
or
series
to
7
vote
as
a
separate
group
under
section
490.1004
if
it
were
8
a
proposed
amendment
of
the
articles
of
incorporation
of
the
9
domestic
domesticating
corporation.
10
7.
If
as
a
result
of
a
domestication
one
or
more
11
shareholders
of
a
domestic
domesticating
corporation
would
12
become
subject
to
interest
holder
liability,
approval
of
the
13
plan
of
domestication
shall
require
the
signing
in
connection
14
with
the
domestication,
by
each
such
shareholder,
of
a
separate
15
written
consent
to
become
subject
to
such
interest
holder
16
liability,
unless
in
the
case
of
a
shareholder
that
already
has
17
interest
holder
liability
with
respect
to
the
domesticating
18
corporation,
the
terms
and
conditions
of
the
interest
holder
19
liability
with
respect
to
the
domesticated
corporation
are
20
substantially
identical
to
those
of
the
existing
interest
21
holder
liability,
other
than
for
changes
that
eliminate
or
22
reduce
such
interest
holder
liability.
23
Sec.
128.
NEW
SECTION
.
490.922
Articles
of
domestication
24
——
effectiveness.
25
1.
After
a
plan
of
domestication
of
a
domestic
corporation
26
has
been
adopted
and
approved
as
required
by
this
chapter,
or
a
27
foreign
corporation
that
is
the
domesticating
corporation
has
28
approved
a
domestication
as
required
under
its
organic
law,
29
articles
of
domestication
shall
be
signed
by
the
domesticating
30
corporation.
The
articles
must
set
forth
all
of
the
following:
31
a.
The
name
of
the
domesticating
corporation
and
its
32
jurisdiction
of
formation.
33
b.
The
name
and
jurisdiction
of
formation
of
the
34
domesticated
corporation.
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c.
If
the
domesticating
corporation
is
a
domestic
1
corporation,
a
statement
that
the
plan
of
domestication
2
was
approved
in
accordance
with
this
subchapter
or,
if
the
3
domesticating
corporation
is
a
foreign
corporation,
a
statement
4
that
the
domestication
was
approved
in
accordance
with
its
5
organic
law.
6
2.
If
the
domesticated
corporation
is
a
domestic
7
corporation,
the
articles
of
domestication
must
attach
8
articles
of
incorporation
of
the
domesticated
corporation
that
9
satisfy
the
requirements
of
section
490.202.
Provisions
that
10
would
not
be
required
to
be
included
in
restated
articles
of
11
incorporation
may
be
omitted
from
the
articles
of
incorporation
12
attached
to
the
articles
of
domestication.
13
3.
The
articles
of
domestication
shall
be
delivered
to
the
14
secretary
of
state
for
filing,
and
shall
take
effect
at
the
15
effective
date
determined
in
accordance
with
section
490.123.
16
4.
If
the
domesticated
corporation
is
a
domestic
17
corporation,
the
domestication
becomes
effective
when
the
18
articles
of
domestication
are
effective.
If
the
domesticated
19
corporation
is
a
foreign
corporation,
the
domestication
becomes
20
effective
on
the
later
of
the
following:
21
a.
The
date
and
time
provided
by
the
organic
law
of
the
22
domesticated
corporation.
23
b.
When
the
articles
of
domestication
are
effective.
24
5.
If
the
domesticating
corporation
is
a
foreign
25
corporation
that
is
registered
to
do
business
in
this
state
26
under
subchapter
XV,
its
registration
statement
shall
27
be
canceled
automatically
when
the
domestication
becomes
28
effective.
29
Sec.
129.
NEW
SECTION
.
490.923
Amendment
of
plan
of
30
domestication
——
abandonment.
31
1.
A
plan
of
domestication
of
a
domestic
corporation
may
be
32
amended
by
any
of
the
following
manners:
33
a.
In
the
same
manner
as
the
plan
was
approved,
if
the
plan
34
does
not
provide
for
the
manner
in
which
it
may
be
amended.
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b.
In
the
manner
provided
in
the
plan,
except
that
a
1
shareholder
that
was
entitled
to
vote
on
or
consent
to
approval
2
of
the
plan
is
entitled
to
vote
on
or
consent
to
any
amendment
3
of
the
plan
that
will
change
any
of
the
following:
4
(1)
The
amount
or
kind
of
shares
or
other
securities,
5
obligations,
rights
to
acquire
shares
or
other
securities,
6
cash,
other
property,
or
any
combination
of
the
foregoing,
to
7
be
received
by
any
of
the
shareholders
of
the
domesticating
8
corporation
under
the
plan.
9
(2)
The
articles
of
incorporation
or
bylaws
of
the
10
domesticated
corporation
that
will
be
in
effect
immediately
11
after
the
domestication
becomes
effective,
except
for
changes
12
that
do
not
require
approval
of
the
shareholders
of
the
13
domesticated
corporation
under
its
organic
law
or
its
proposed
14
articles
of
incorporation
or
bylaws
as
set
forth
in
the
plan.
15
(3)
Any
of
the
other
terms
or
conditions
of
the
plan,
if
the
16
change
would
adversely
affect
the
shareholder
in
any
material
17
respect.
18
2.
After
a
plan
of
domestication
has
been
adopted
and
19
approved
by
a
domestic
corporation
as
required
by
this
part,
20
and
before
the
articles
of
domestication
have
become
effective,
21
the
plan
may
be
abandoned
by
the
corporation
without
action
by
22
its
shareholders
in
accordance
with
any
procedures
set
forth
in
23
the
plan
or,
if
no
such
procedures
are
set
forth
in
the
plan,
in
24
the
manner
determined
by
the
board
of
directors.
25
3.
If
a
domestication
is
abandoned
after
the
articles
of
26
domestication
have
been
delivered
to
the
secretary
of
state
for
27
filing
but
before
the
articles
of
domestication
have
become
28
effective,
articles
of
abandonment,
signed
by
the
domesticating
29
corporation,
must
be
delivered
to
the
secretary
of
state
for
30
filing
before
the
articles
of
domestication
become
effective.
31
The
articles
of
abandonment
take
effect
upon
filing,
and
the
32
domestication
shall
be
deemed
abandoned
and
shall
not
become
33
effective.
The
articles
of
abandonment
must
contain
all
of
the
34
following:
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a.
The
name
of
the
domesticating
corporation.
1
b.
The
date
on
which
the
articles
of
domestication
were
2
filed
by
the
secretary
of
state.
3
c.
A
statement
that
the
domestication
has
been
abandoned
in
4
accordance
with
this
section.
5
Sec.
130.
NEW
SECTION
.
490.924
Effect
of
domestication.
6
1.
When
a
domestication
becomes
effective
all
of
the
7
following
apply:
8
a.
All
property
owned
by,
and
every
contract
right
possessed
9
by,
the
domesticating
corporation
are
the
property
and
contract
10
rights
of
the
domesticated
corporation
without
transfer,
11
reversion,
or
impairment.
12
b.
All
debts,
obligations,
and
other
liabilities
of
the
13
domesticating
corporation
are
the
debts,
obligations,
and
other
14
liabilities
of
the
domesticated
corporation.
15
c.
The
name
of
the
domesticated
corporation
may
but
need
not
16
be
substituted
for
the
name
of
the
domesticating
corporation
in
17
any
pending
proceeding.
18
d.
The
articles
of
incorporation
and
bylaws
of
the
19
domesticated
corporation
become
effective.
20
e.
The
shares
of
the
domesticating
corporation
are
21
reclassified
into
shares
or
other
securities,
obligations,
22
rights
to
acquire
shares
or
other
securities,
cash,
or
other
23
property
in
accordance
with
the
terms
of
the
domestication,
and
24
the
shareholders
of
the
domesticating
corporation
are
entitled
25
only
to
the
rights
provided
to
them
by
those
terms
and
to
any
26
appraisal
rights
they
may
have
under
the
organic
law
of
the
27
domesticating
corporation.
28
f.
The
domesticated
corporation
is
all
of
the
following:
29
(1)
Incorporated
under
and
subject
to
the
organic
law
of
the
30
domesticated
corporation.
31
(2)
The
same
corporation
without
interruption
as
the
32
domesticating
corporation.
33
(3)
Deemed
to
have
been
incorporated
on
the
date
the
34
domesticating
corporation
was
originally
incorporated.
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2.
When
a
domestication
of
a
domestic
corporation
into
1
a
foreign
jurisdiction
becomes
effective,
the
domesticated
2
corporation
is
deemed
to
have
done
all
of
the
following:
3
a.
Appointed
the
secretary
of
state
as
its
agent
for
4
service
of
process
in
a
proceeding
to
enforce
the
rights
of
5
shareholders
who
exercise
appraisal
rights
in
connection
with
6
the
domestication.
7
b.
Agreed
that
it
will
promptly
pay
the
amount,
if
any,
to
8
which
such
shareholders
are
entitled
under
subchapter
XIII.
9
3.
Except
as
otherwise
provided
in
the
organic
law
or
10
organic
rules
of
a
domesticating
foreign
corporation,
the
11
interest
holder
liability
of
a
shareholder
in
a
foreign
12
corporation
that
is
domesticated
into
this
state
who
had
13
interest
holder
liability
in
respect
of
such
domesticating
14
corporation
before
the
domestication
becomes
effective
shall
15
be
as
follows:
16
a.
The
domestication
does
not
discharge
that
prior
17
interest
holder
liability
with
respect
to
any
interest
holder
18
liabilities
that
arose
before
the
domestication
becomes
19
effective.
20
b.
The
provisions
of
the
organic
law
of
the
domesticating
21
corporation
shall
continue
to
apply
to
the
collection
or
22
discharge
of
any
interest
holder
liabilities
preserved
by
23
paragraph
“a”
,
as
if
the
domestication
had
not
occurred.
24
c.
The
shareholder
shall
have
such
rights
of
contribution
25
from
other
persons
as
are
provided
by
the
organic
law
of
the
26
domesticating
corporation
with
respect
to
any
interest
holder
27
liabilities
preserved
by
paragraph
“a”
,
as
if
the
domestication
28
had
not
occurred.
29
d.
The
shareholder
shall
not,
by
reason
of
such
prior
30
interest
holder
liability,
have
interest
holder
liability
with
31
respect
to
any
interest
holder
liabilities
that
are
incurred
32
after
the
domestication
becomes
effective.
33
4.
A
shareholder
who
becomes
subject
to
interest
holder
34
liability
in
respect
of
the
domesticated
corporation
as
a
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result
of
the
domestication
shall
have
such
interest
holder
1
liability
only
in
respect
of
interest
holder
liabilities
that
2
arise
after
the
domestication
becomes
effective.
3
5.
A
domestication
does
not
constitute
or
cause
the
4
dissolution
of
the
domesticating
corporation.
5
6.
Property
held
for
charitable
purposes
under
the
6
laws
of
this
state
by
a
domestic
or
foreign
corporation
7
immediately
before
a
domestication
shall
not,
as
a
result
of
8
the
transaction,
be
diverted
from
the
objects
for
which
it
was
9
donated,
granted,
devised,
or
otherwise
transferred
except
10
and
to
the
extent
permitted
by
or
pursuant
to
the
laws
of
11
this
state
addressing
cy
pres
or
dealing
with
nondiversion
of
12
charitable
assets.
13
7.
A
bequest,
devise,
gift,
grant,
or
promise
contained
14
in
a
will
or
other
instrument
of
donation,
subscription,
or
15
conveyance
which
is
made
to
the
domesticating
corporation
and
16
which
takes
effect
or
remains
payable
after
the
domestication
17
inures
to
the
domesticated
corporation.
18
8.
A
trust
obligation
that
would
govern
property
if
19
transferred
to
the
domesticating
corporation
applies
to
20
property
that
is
transferred
to
the
domesticated
corporation
21
after
the
domestication
takes
effect.
22
Sec.
131.
NEW
SECTION
.
490.930
Conversion.
23
1.
By
complying
with
this
subchapter,
a
domestic
24
corporation
may
become
any
of
the
following:
25
a.
A
domestic
eligible
entity.
26
b.
A
foreign
eligible
entity
if
the
conversion
is
permitted
27
by
the
organic
law
of
the
foreign
entity.
28
2.
By
complying
with
this
part
and
applicable
provisions
29
of
its
organic
law,
a
domestic
eligible
entity
may
become
a
30
domestic
corporation.
If
procedures
for
the
approval
of
a
31
conversion
are
not
provided
by
the
organic
law
or
organic
rules
32
of
a
domestic
eligible
entity,
the
conversion
shall
be
adopted
33
and
approved
in
the
same
manner
as
a
merger
of
that
eligible
34
entity.
If
the
organic
law
or
organic
rules
of
a
domestic
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eligible
entity
do
not
provide
procedures
for
the
approval
1
of
either
a
conversion
or
a
merger,
a
plan
of
conversion
may
2
nonetheless
be
adopted
and
approved
by
the
unanimous
consent
3
of
all
the
interest
holders
of
such
eligible
entity.
In
4
either
such
case,
the
conversion
thereafter
may
be
effected
as
5
provided
in
the
other
provisions
of
this
part;
and
for
purposes
6
of
applying
this
subchapter
in
such
a
case
all
of
the
following
7
apply:
8
a.
The
eligible
entity,
its
members
or
interest
holders,
9
eligible
interests
and
organic
rules
taken
together,
shall
be
10
deemed
to
be
a
domestic
business
corporation,
shareholders,
11
shares
and
articles
of
incorporation,
respectively
and
vice
12
versa,
as
the
context
may
require.
13
b.
If
the
business
and
affairs
of
the
eligible
entity
are
14
managed
by
a
person
or
persons
that
are
not
identical
to
the
15
members
or
interest
holders,
that
person
or
persons
shall
be
16
deemed
to
be
the
board
of
directors.
17
3.
By
complying
with
the
provisions
of
this
part
applicable
18
to
foreign
entities,
a
foreign
eligible
entity
may
become
a
19
domestic
corporation
if
the
organic
law
of
the
foreign
eligible
20
entity
permits
it
to
become
a
business
corporation
in
another
21
jurisdiction.
22
4.
If
a
protected
agreement
of
a
domestic
converting
23
corporation
in
effect
immediately
before
the
conversion
becomes
24
effective
contains
a
provision
applying
to
a
merger
of
the
25
corporation
that
is
a
converting
entity
and
the
agreement
does
26
not
refer
to
a
conversion
of
the
corporation,
the
provision
27
applies
to
a
conversion
of
the
corporation
as
if
the
conversion
28
were
a
merger,
until
such
time
as
the
provision
is
first
29
amended
after
the
enactment
date.
30
Sec.
132.
NEW
SECTION
.
490.931
Plan
of
conversion.
31
1.
A
domestic
corporation
may
convert
to
a
domestic
or
32
foreign
eligible
entity
under
this
part
by
approving
a
plan
of
33
conversion.
The
plan
of
conversion
must
include
all
of
the
34
following:
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a.
The
name
of
the
converting
corporation.
1
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
2
of
the
converted
entity.
3
c.
The
manner
and
basis
of
converting
the
shares
of
4
the
domestic
corporation
into
eligible
interests
or
other
5
securities,
obligations,
rights
to
acquire
eligible
interests
6
or
other
securities,
cash,
other
property,
or
any
combination
7
of
the
foregoing.
8
d.
The
other
terms
and
conditions
of
the
conversion.
9
e.
The
full
text,
as
it
will
be
in
effect
immediately
after
10
the
conversion
becomes
effective,
of
the
organic
rules
of
the
11
converted
entity
which
are
to
be
in
writing.
12
2.
In
addition
to
the
requirements
of
subsection
1,
a
plan
13
of
conversion
may
contain
any
other
provision
not
prohibited
14
by
law.
15
3.
The
terms
of
a
plan
of
conversion
may
be
made
dependent
16
upon
facts
objectively
ascertainable
outside
the
plan
in
17
accordance
with
section
490.120,
subsection
11.
18
Sec.
133.
NEW
SECTION
.
490.932
Action
on
a
plan
of
19
conversion.
20
In
the
case
of
a
conversion
of
a
domestic
corporation
to
a
21
domestic
or
foreign
eligible
entity,
the
plan
of
conversion
22
shall
be
adopted
in
the
following
manner:
23
1.
The
plan
of
conversion
shall
first
be
adopted
by
the
24
board
of
directors.
25
2.
a.
The
plan
of
conversion
shall
then
be
approved
by
26
the
shareholders.
In
submitting
the
plan
of
conversion
to
the
27
shareholders
for
their
approval,
the
board
of
directors
must
28
recommend
that
the
shareholders
approve
the
plan,
unless
any
of
29
the
following
applies:
30
(1)
The
board
of
directors
makes
a
determination
that
31
because
of
conflicts
of
interest
or
other
special
circumstances
32
it
should
not
make
such
a
recommendation.
33
(2)
Section
490.826
applies.
34
b.
If
paragraph
“a”
,
subparagraph
(1)
or
(2)
applies,
the
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board
of
directors
shall
inform
the
shareholders
of
the
basis
1
for
its
so
proceeding.
2
3.
The
board
of
directors
may
set
conditions
for
approval
of
3
the
plan
of
conversion
by
the
shareholders
or
the
effectiveness
4
of
the
plan
of
conversion.
5
4.
If
the
approval
of
the
shareholders
is
to
be
given
at
6
a
meeting,
the
corporation
shall
notify
each
shareholder,
7
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
8
shareholders
at
which
the
plan
of
conversion
is
to
be
submitted
9
for
approval.
The
notice
must
state
that
the
purpose,
or
one
10
of
the
purposes,
of
the
meeting
is
to
consider
the
plan
of
11
conversion
and
must
contain
or
be
accompanied
by
a
copy
or
12
summary
of
the
plan.
The
notice
must
include
or
be
accompanied
13
by
a
copy
of
the
organic
rules
of
the
converted
entity
which
14
are
to
be
in
writing
as
they
will
be
in
effect
immediately
15
after
the
conversion.
16
5.
Unless
the
articles
of
incorporation,
bylaws,
or
the
17
board
of
directors
acting
pursuant
to
subsection
3,
require
18
a
greater
vote
or
a
greater
quorum,
approval
of
the
plan
of
19
conversion
requires
all
of
the
following:
20
a.
The
approval
of
the
shareholders
at
a
meeting
at
which
a
21
quorum
exists
consisting
of
a
majority
of
the
votes
entitled
22
to
be
cast
on
the
plan.
23
b.
Except
as
provided
in
subsection
6,
the
approval
of
24
each
class
or
series
of
shares
voting
as
a
separate
voting
25
group
at
a
meeting
at
which
a
quorum
of
the
voting
group
exists
26
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
27
the
plan
by
that
voting
group.
28
6.
If
as
a
result
of
the
conversion
one
or
more
shareholders
29
of
the
converting
domestic
corporation
would
become
subject
to
30
interest
holder
liability,
approval
of
the
plan
of
conversion
31
shall
require
the
signing
in
connection
with
the
transaction,
32
by
each
such
shareholder,
of
a
separate
written
consent
to
33
become
subject
to
such
interest
holder
liability.
34
Sec.
134.
NEW
SECTION
.
490.933
Articles
of
conversion
——
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effectiveness.
1
1.
Articles
of
conversion
shall
be
signed
by
the
converting
2
entity
after
either
a
plan
of
conversion
of
a
domestic
3
corporation
has
been
adopted
and
approved
as
required
by
this
4
chapter
or
a
domestic
or
foreign
eligible
entity
that
is
the
5
converting
entity
has
approved
a
conversion
as
required
under
6
its
organic
law.
The
articles
of
conversion
must
do
all
of
the
7
following:
8
a.
State
the
name,
jurisdiction
of
formation,
and
type
of
9
entity
of
the
converting
entity.
10
b.
State
the
name,
jurisdiction
of
formation,
and
type
of
11
entity
of
the
converted
entity.
12
c.
(1)
If
the
converting
entity
is
a
domestic
corporation,
13
state
that
the
plan
of
conversion
was
approved
in
accordance
14
with
this
part.
15
(2)
If
the
converting
entity
is
an
eligible
entity,
state
16
that
the
conversion
was
approved
by
the
eligible
entity
in
17
accordance
with
its
organic
law.
18
(3)
If
the
converting
entity
is
a
domestic
eligible
entity
19
the
organic
law
of
which
does
not
provide
for
approval
of
the
20
conversion,
state
that
the
conversion
was
approved
by
the
21
domestic
eligible
entity
in
accordance
with
this
part.
22
d.
(1)
If
the
converted
entity
is
a
domestic
business
23
corporation,
or
a
domestic
nonprofit
corporation
or
filing
24
entity,
have
attached
the
public
organic
record
of
the
25
converted
entity,
except
that
provisions
that
would
not
be
26
required
to
be
included
in
a
restated
public
organic
record
may
27
be
omitted.
28
(2)
If
the
converted
entity
is
a
domestic
limited
liability
29
partnership,
have
attached
the
filing
required
to
become
a
30
limited
liability
partnership.
31
2.
If
the
converted
entity
is
a
domestic
corporation,
32
its
articles
of
incorporation
must
satisfy
the
requirements
33
of
section
490.202,
except
that
provisions
that
would
not
be
34
required
to
be
included
in
restated
articles
of
incorporation
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may
be
omitted
from
the
articles
of
incorporation.
If
the
1
converted
entity
is
a
domestic
eligible
entity,
its
public
2
organic
record,
if
any,
must
satisfy
the
requirements
of
the
3
organic
law
of
this
state,
except
that
the
public
organic
4
record
does
not
need
to
be
signed.
5
3.
The
articles
of
conversion
shall
be
delivered
to
the
6
secretary
of
state
for
filing,
and
shall
take
effect
at
the
7
effective
date
determined
in
accordance
with
section
490.123.
8
4.
If
a
converted
entity
is
a
domestic
entity,
the
9
conversion
becomes
effective
when
the
articles
of
conversion
10
are
effective.
With
respect
to
a
conversion
in
which
the
11
converted
entity
is
a
foreign
eligible
entity,
the
conversion
12
itself
shall
become
effective
at
the
later
of
the
following:
13
a.
The
date
and
time
provided
by
the
organic
law
of
that
14
eligible
entity.
15
b.
When
the
articles
of
conversion
become
effective.
16
5.
Articles
of
conversion
under
this
section
may
be
combined
17
with
any
required
conversion
filing
under
the
organic
law
18
of
a
domestic
eligible
entity
that
is
the
converting
entity
19
or
converted
entity
if
the
combined
filing
satisfies
the
20
requirements
of
both
this
section
and
the
other
organic
law.
21
6.
If
the
converting
entity
is
a
foreign
eligible
entity
22
that
is
registered
to
do
business
in
this
state
under
a
23
provision
of
law
similar
to
subchapter
XV,
its
registration
24
statement
or
other
type
of
foreign
qualification
shall
be
25
canceled
automatically
on
the
effective
date
of
its
conversion.
26
Sec.
135.
NEW
SECTION
.
490.934
Amendment
of
plan
of
27
conversion
——
abandonment.
28
1.
A
plan
of
conversion
of
a
converting
entity
that
is
a
29
domestic
corporation
may
be
amended
in
any
of
the
following
30
manners:
31
a.
In
the
same
manner
as
the
plan
was
approved,
if
the
plan
32
does
not
provide
for
the
manner
in
which
it
may
be
amended.
33
b.
In
the
manner
provided
in
the
plan,
except
that
34
shareholders
that
were
entitled
to
vote
on
or
consent
to
35
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approval
of
the
plan
are
entitled
to
vote
on
or
consent
to
any
1
amendment
of
the
plan
that
will
change
any
of
the
following:
2
(1)
The
amount
or
kind
of
eligible
interests
or
other
3
securities,
obligations,
rights
to
acquire
eligible
interests
4
or
other
securities,
cash,
other
property,
or
any
combination
5
of
the
foregoing,
to
be
received
by
any
of
the
shareholders
of
6
the
converting
corporation
under
the
plan.
7
(2)
The
organic
rules
of
the
converted
entity
that
will
be
8
in
effect
immediately
after
the
conversion
becomes
effective,
9
except
for
changes
that
do
not
require
approval
of
the
eligible
10
interest
holders
of
the
converted
entity
under
its
organic
law
11
or
organic
rules.
12
(3)
Any
other
terms
or
conditions
of
the
plan,
if
the
13
change
would
adversely
affect
such
shareholders
in
any
material
14
respect.
15
2.
After
a
plan
of
conversion
has
been
approved
by
a
16
converting
entity
that
is
a
domestic
corporation
in
the
manner
17
required
by
this
part
and
before
the
articles
of
conversion
18
become
effective,
the
plan
may
be
abandoned
by
the
corporation
19
without
action
by
its
shareholders
in
accordance
with
any
20
procedures
set
forth
in
the
plan
or,
if
no
such
procedures
are
21
set
forth
in
the
plan,
in
the
manner
determined
by
the
board
of
22
directors.
23
3.
If
a
conversion
is
abandoned
after
the
articles
of
24
conversion
have
been
delivered
to
the
secretary
of
state
for
25
filing
and
before
the
articles
of
conversion
become
effective,
26
articles
of
abandonment,
signed
by
the
converting
entity,
27
must
be
delivered
to
the
secretary
of
state
for
filing
before
28
the
articles
of
conversion
become
effective.
The
articles
29
of
abandonment
take
effect
on
filing,
and
the
conversion
is
30
abandoned
and
does
not
become
effective.
The
articles
of
31
abandonment
must
contain
all
of
the
following:
32
a.
The
name
of
the
converting
entity.
33
b.
The
date
on
which
the
articles
of
conversion
were
filed
34
by
the
secretary
of
state.
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c.
A
statement
that
the
conversion
has
been
abandoned
in
1
accordance
with
this
section.
2
Sec.
136.
NEW
SECTION
.
490.935
Effect
of
conversion.
3
1.
When
a
conversion
becomes
effective
all
of
the
following
4
shall
apply:
5
a.
All
property
owned
by,
and
every
contract
right
possessed
6
by,
the
converting
entity
remain
the
property
and
contract
7
rights
of
the
converted
entity
without
transfer,
reversion,
or
8
impairment.
9
b.
All
debts,
obligations,
and
other
liabilities
of
the
10
converting
entity
remain
the
debts,
obligations,
and
other
11
liabilities
of
the
converted
entity.
12
c.
The
name
of
the
converted
entity
may
but
need
not
be
13
substituted
for
the
name
of
the
converting
entity
in
any
14
pending
action
or
proceeding.
15
d.
If
the
converted
entity
is
a
filing
entity
or
a
domestic
16
business
corporation
or
a
domestic
or
foreign
nonprofit
17
corporation,
its
public
organic
record
and
its
private
organic
18
rules
become
effective.
19
e.
If
the
converted
entity
is
a
nonfiling
entity,
its
20
private
organic
rules
become
effective.
21
f.
If
the
converted
entity
is
a
limited
liability
22
partnership,
the
filing
required
to
become
a
limited
liability
23
partnership
and
its
private
organic
rules
become
effective.
24
g.
The
shares
or
eligible
interests
of
the
converting
25
entity
are
reclassified
into
shares,
eligible
interests
or
26
other
securities,
obligations,
rights
to
acquire
shares,
27
eligible
interests
or
other
securities,
cash,
or
other
property
28
in
accordance
with
the
terms
of
the
conversion,
and
the
29
shareholders
or
interest
holders
of
the
converting
entity
are
30
entitled
only
to
the
rights
provided
to
them
by
those
terms
and
31
to
any
appraisal
rights
they
may
have
under
the
organic
law
of
32
the
converting
entity.
33
h.
The
converted
entity
is
all
of
the
following:
34
(1)
Incorporated
or
organized
under
and
subject
to
the
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organic
law
of
the
converted
entity.
1
(2)
The
same
entity
without
interruption
as
the
converting
2
entity.
3
(3)
Deemed
to
have
been
incorporated
or
otherwise
4
organized
on
the
date
that
the
converting
entity
was
originally
5
incorporated
or
organized.
6
2.
When
a
conversion
of
a
domestic
corporation
to
a
foreign
7
eligible
entity
becomes
effective,
the
converted
entity
is
8
deemed
to
have
done
all
of
the
following:
9
a.
Appointed
the
secretary
of
state
as
its
agent
for
10
service
of
process
in
a
proceeding
to
enforce
the
rights
of
11
shareholders
who
exercise
appraisal
rights
in
connection
with
12
the
conversion.
13
b.
Agreed
that
it
will
promptly
pay
the
amount,
if
any,
to
14
which
such
shareholders
are
entitled
under
subchapter
XIII.
15
3.
Except
as
otherwise
provided
in
the
articles
of
16
incorporation
of
a
domestic
corporation
or
the
organic
law
or
17
organic
rules
of
a
foreign
corporation
or
a
domestic
or
foreign
18
eligible
entity,
a
shareholder
or
eligible
interest
holder
who
19
becomes
subject
to
interest
holder
liability
in
respect
of
a
20
domestic
corporation
or
eligible
entity
as
a
result
of
the
21
conversion
shall
have
such
interest
holder
liability
only
in
22
respect
of
interest
holder
liabilities
that
arise
after
the
23
conversion
becomes
effective.
24
4.
Except
as
otherwise
provided
in
the
organic
law
or
the
25
organic
rules
of
the
eligible
entity,
the
interest
holder
26
liability
of
an
interest
holder
in
a
converting
eligible
entity
27
that
converts
to
a
domestic
corporation
who
had
interest
holder
28
liability
in
respect
of
such
converting
eligible
entity
before
29
the
conversion
becomes
effective
shall
be
as
follows:
30
a.
The
conversion
does
not
discharge
that
prior
interest
31
holder
liability
with
respect
to
any
interest
holder
32
liabilities
that
arose
before
the
conversion
became
effective.
33
b.
The
provisions
of
the
organic
law
of
the
eligible
entity
34
shall
continue
to
apply
to
the
collection
or
discharge
of
any
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interest
holder
liabilities
preserved
by
paragraph
“a”
,
as
if
1
the
conversion
had
not
occurred.
2
c.
The
eligible
interest
holder
shall
have
such
rights
of
3
contribution
from
other
persons
as
are
provided
by
the
organic
4
law
of
the
eligible
entity
with
respect
to
any
interest
holder
5
liabilities
preserved
by
paragraph
“a”
,
as
if
the
conversion
had
6
not
occurred.
7
d.
The
eligible
interest
holder
shall
not,
by
reason
of
such
8
prior
interest
holder
liability,
have
interest
holder
liability
9
with
respect
to
any
interest
holder
liabilities
that
arise
10
after
the
conversion
becomes
effective.
11
5.
A
conversion
does
not
require
the
converting
entity
12
to
wind
up
its
affairs
and
does
not
constitute
or
cause
the
13
dissolution
or
termination
of
the
entity.
14
6.
Property
held
for
charitable
purposes
under
the
laws
of
15
this
state
by
a
corporation
or
a
domestic
or
foreign
eligible
16
entity
immediately
before
a
conversion
shall
not,
as
a
result
17
of
the
transaction,
be
diverted
from
the
objects
for
which
it
18
was
donated,
granted,
devised,
or
otherwise
transferred
except
19
and
to
the
extent
permitted
by
or
pursuant
to
the
laws
of
20
this
state
addressing
cy
pres
or
dealing
with
nondiversion
of
21
charitable
assets.
22
7.
A
bequest,
devise,
gift,
grant,
or
promise
contained
23
in
a
will
or
other
instrument
of
donation,
subscription,
or
24
conveyance
which
is
made
to
the
converting
entity
and
which
25
takes
effect
or
remains
payable
after
the
conversion
inures
to
26
the
converted
entity.
27
8.
A
trust
obligation
that
would
govern
property
if
28
transferred
to
the
converting
entity
applies
to
property
that
29
is
transferred
to
the
converted
entity
after
the
conversion
30
takes
effect.
31
Sec.
137.
Section
490.1003,
Code
2020,
is
amended
by
32
striking
the
section
and
inserting
in
lieu
thereof
the
33
following:
34
490.1003
Amendment
by
board
of
directors
and
shareholders.
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If
a
corporation
has
issued
shares,
an
amendment
to
the
1
articles
of
incorporation
shall
be
adopted
in
the
following
2
manner:
3
1.
The
proposed
amendment
shall
first
be
adopted
by
the
4
board
of
directors.
5
2.
a.
Except
as
provided
in
sections
490.1005,
490.1007,
6
and
490.1008,
the
amendment
shall
then
be
approved
by
the
7
shareholders.
In
submitting
the
proposed
amendment
to
the
8
shareholders
for
approval,
the
board
of
directors
shall
9
recommend
that
the
shareholders
approve
the
amendment,
unless
10
any
of
the
following
applies:
11
(1)
The
board
of
directors
makes
a
determination
that
12
because
of
conflicts
of
interest
or
other
special
circumstances
13
it
should
not
make
such
a
recommendation.
14
(2)
Section
490.826
applies.
15
b.
If
paragraph
“a”
,
subparagraph
(1)
or
(2)
applies,
the
16
board
must
inform
the
shareholders
of
the
basis
for
its
so
17
proceeding.
18
3.
The
board
of
directors
may
set
conditions
for
the
19
approval
of
the
amendment
by
the
shareholders
or
the
20
effectiveness
of
the
amendment.
21
4.
If
the
amendment
is
required
to
be
approved
by
the
22
shareholders,
and
the
approval
is
to
be
given
at
a
meeting,
23
the
corporation
shall
notify
each
shareholder,
regardless
of
24
whether
entitled
to
vote,
of
the
meeting
of
shareholders
at
25
which
the
amendment
is
to
be
submitted
for
approval.
The
26
notice
must
state
that
the
purpose,
or
one
of
the
purposes,
27
of
the
meeting
is
to
consider
the
amendment.
The
notice
must
28
contain
or
be
accompanied
by
a
copy
of
the
amendment.
29
5.
Unless
the
articles
of
incorporation
or
bylaws,
or
the
30
board
of
directors
acting
pursuant
to
subsection
3,
require
a
31
greater
vote
or
a
greater
quorum,
approval
of
the
amendment
32
requires
the
approval
of
the
shareholders
at
a
meeting
at
which
33
a
quorum
consisting
of
a
majority
of
the
votes
entitled
to
34
be
cast
on
the
amendment
exists,
and,
if
any
class
or
series
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of
shares
is
entitled
to
vote
as
a
separate
group
on
the
1
amendment,
except
as
provided
in
section
490.1004,
subsection
2
3,
the
approval
of
each
such
separate
voting
group
at
a
meeting
3
at
which
a
quorum
of
the
voting
group
exists
consisting
of
a
4
majority
of
the
votes
entitled
to
be
cast
on
the
amendment
by
5
that
voting
group.
6
6.
a.
If
as
a
result
of
an
amendment
of
the
articles
7
of
incorporation
one
or
more
shareholders
of
a
domestic
8
corporation
would
become
subject
to
new
interest
holder
9
liability,
approval
of
the
amendment
requires
the
signing
in
10
connection
with
the
amendment,
by
each
such
shareholder,
of
a
11
separate
written
consent
to
become
subject
to
such
new
interest
12
holder
liability.
13
b.
Paragraph
“a”
does
not
apply
in
the
case
of
a
shareholder
14
that
already
has
interest
holder
liability
and
the
terms
and
15
conditions
of
the
new
interest
holder
liability
are
any
of
the
16
following:
17
(1)
Substantially
identical
to
those
of
the
existing
18
interest
holder
liability.
19
(2)
Substantially
identical
to
those
of
the
existing
20
interest
holder
liability,
other
than
changes
that
eliminate
or
21
reduce
such
interest
holder
liability.
22
7.
As
used
in
subsection
6
and
section
490.1009,
“new
23
interest
holder
liability”
means
interest
holder
liability
24
of
a
person
resulting
from
an
amendment
of
the
articles
of
25
incorporation
if
any
of
the
following
applies:
26
a.
The
person
did
not
have
interest
holder
liability
before
27
the
amendment
becomes
effective.
28
b.
The
person
had
interest
holder
liability
before
the
29
amendment
becomes
effective,
the
terms
and
conditions
of
which
30
are
changed
when
the
amendment
becomes
effective.
31
Sec.
138.
Section
490.1004,
Code
2020,
is
amended
by
32
striking
the
section
and
inserting
in
lieu
thereof
the
33
following:
34
490.1004
Voting
on
amendments
by
voting
groups.
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1.
The
holders
of
the
outstanding
shares
of
a
class
are
1
entitled
to
vote
as
a
separate
voting
group,
if
shareholder
2
voting
is
otherwise
required
by
this
chapter,
on
a
proposed
3
amendment
to
the
articles
of
incorporation
if
the
amendment
4
would
do
any
of
the
following:
5
a.
Effect
an
exchange
or
reclassification
of
all
or
part
of
6
the
shares
of
the
class
into
shares
of
another
class.
7
b.
Effect
an
exchange
or
reclassification,
or
create
the
8
right
of
exchange,
of
all
or
part
of
the
shares
of
another
9
class
into
shares
of
the
class.
10
c.
Change
the
rights,
preferences,
or
limitations
of
all
or
11
part
of
the
shares
of
the
class.
12
d.
Change
the
shares
of
all
or
part
of
the
class
into
a
13
different
number
of
shares
of
the
same
class.
14
e.
Create
a
new
class
of
shares
having
rights
or
preferences
15
with
respect
to
distributions
that
are
prior
or
superior
to
the
16
shares
of
the
class.
17
f.
Increase
the
rights,
preferences,
or
number
of
authorized
18
shares
of
any
class
that,
after
giving
effect
to
the
amendment,
19
have
rights
or
preferences
with
respect
to
distributions
that
20
are
prior
or
superior
to
the
shares
of
the
class.
21
g.
Limit
or
deny
an
existing
preemptive
right
of
all
or
part
22
of
the
shares
of
the
class.
23
h.
Cancel
or
otherwise
affect
rights
to
distributions
that
24
have
accumulated
but
not
yet
been
authorized
on
all
or
part
of
25
the
shares
of
the
class.
26
2.
If
a
proposed
amendment
would
affect
a
series
of
a
class
27
of
shares
in
one
or
more
of
the
ways
described
in
subsection
1,
28
the
holders
of
shares
of
that
series
are
entitled
to
vote
as
a
29
separate
voting
group
on
the
proposed
amendment.
30
3.
If
a
proposed
amendment
that
entitles
the
holders
of
31
two
or
more
classes
or
series
of
shares
to
vote
as
separate
32
voting
groups
under
this
section
would
affect
those
two
or
more
33
classes
or
series
in
the
same
or
a
substantially
similar
way,
34
the
holders
of
shares
of
all
the
classes
or
series
so
affected
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2537
shall
vote
together
as
a
single
voting
group
on
the
proposed
1
amendment,
unless
otherwise
provided
in
the
articles
of
2
incorporation
or
added
as
a
condition
by
the
board
of
directors
3
pursuant
to
section
490.1003,
subsection
3.
4
4.
A
class
or
series
of
shares
is
entitled
to
the
voting
5
rights
granted
by
this
section
even
if
the
articles
of
6
incorporation
provide
that
the
shares
are
nonvoting
shares.
7
Sec.
139.
Section
490.1006,
Code
2020,
is
amended
by
8
striking
the
section
and
inserting
in
lieu
thereof
the
9
following:
10
490.1006
Articles
of
amendment.
11
1.
After
an
amendment
to
the
articles
of
incorporation
12
has
been
adopted
and
approved
in
the
manner
required
by
this
13
chapter
and
by
the
articles
of
incorporation,
the
corporation
14
shall
deliver
to
the
secretary
of
state,
for
filing,
articles
15
of
amendment,
which
must
set
forth
all
of
the
following:
16
a.
The
name
of
the
corporation.
17
b.
The
text
of
each
amendment
adopted,
or
the
information
18
required
by
section
490.120,
subsection
11,
paragraph
“e”
.
19
c.
If
an
amendment
provides
for
an
exchange,
20
reclassification,
or
cancellation
of
issued
shares,
21
provisions
for
implementing
the
amendment,
if
not
contained
in
22
the
amendment
itself,
which
may
be
made
dependent
upon
facts
23
objectively
ascertainable
outside
the
articles
of
amendment
in
24
accordance
with
section
490.120,
subsection
11,
paragraph
“e”.
25
d.
The
date
of
each
amendment’s
adoption.
26
e.
For
an
amendment,
the
following:
27
(1)
If
it
was
adopted
by
the
incorporators
or
board
of
28
directors
without
shareholder
approval,
a
statement
that
the
29
amendment
was
duly
adopted
by
the
incorporators
or
by
the
board
30
of
directors,
as
the
case
may
be,
and
that
shareholder
approval
31
was
not
required.
32
(2)
If
it
required
approval
by
the
shareholders,
a
statement
33
that
the
amendment
was
duly
approved
by
the
shareholders
in
34
the
manner
required
by
this
chapter
and
by
the
articles
of
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incorporation.
1
(3)
If
being
filed
pursuant
to
section
490.120,
subsection
2
11,
paragraph
“e”
,
a
statement
to
that
effect.
3
2.
Articles
of
amendment
shall
take
effect
at
the
effective
4
date
determined
in
accordance
with
section
490.123.
5
Sec.
140.
Section
490.1007,
Code
2020,
is
amended
by
6
striking
the
section
and
inserting
in
lieu
thereof
the
7
following:
8
490.1007
Restated
articles
of
incorporation.
9
1.
A
corporation’s
board
of
directors
may
restate
its
10
articles
of
incorporation
at
any
time,
without
shareholder
11
approval,
to
consolidate
all
amendments
into
a
single
document.
12
2.
If
the
restated
articles
include
one
or
more
new
13
amendments
that
require
shareholder
approval,
the
amendments
14
shall
be
adopted
and
approved
as
provided
in
section
490.1003.
15
3.
A
corporation
that
restates
its
articles
of
16
incorporation
shall
deliver
to
the
secretary
of
state
for
17
filing
articles
of
restatement
setting
forth
all
of
the
18
following:
19
a.
The
name
of
the
corporation.
20
b.
The
text
of
the
restated
articles
of
incorporation.
21
c.
A
statement
that
the
restated
articles
consolidate
all
22
amendments
into
a
single
document.
23
d.
If
a
new
amendment
is
included
in
the
restated
articles,
24
the
statements
required
under
section
490.1006
with
respect
to
25
the
new
amendment.
26
4.
Duly
adopted
restated
articles
of
incorporation
27
supersede
the
original
articles
of
incorporation
and
all
28
amendments
to
the
articles
of
incorporation.
29
5.
The
secretary
of
state
may
certify
restated
articles
of
30
incorporation
as
the
articles
of
incorporation
currently
in
31
effect,
without
including
the
statements
required
by
subsection
32
3,
paragraph
“d”
.
33
Sec.
141.
Section
490.1009,
Code
2020,
is
amended
by
34
striking
the
section
and
inserting
in
lieu
thereof
the
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following:
1
490.1009
Effect
of
amendment.
2
1.
An
amendment
to
the
articles
of
incorporation
does
not
3
affect
a
cause
of
action
existing
against
or
in
favor
of
the
4
corporation,
a
proceeding
to
which
the
corporation
is
a
party,
5
or
the
existing
rights
of
persons
other
than
the
shareholders.
6
An
amendment
changing
a
corporation’s
name
does
not
affect
a
7
proceeding
brought
by
or
against
the
corporation
in
its
former
8
name.
9
2.
A
shareholder
who
becomes
subject
to
new
interest
holder
10
liability
in
respect
of
the
corporation
as
a
result
of
an
11
amendment
to
the
articles
of
incorporation
shall
have
that
new
12
interest
holder
liability
only
in
respect
of
interest
holder
13
liabilities
that
arise
after
the
amendment
becomes
effective.
14
3.
Except
as
otherwise
provided
in
the
articles
of
15
incorporation
of
the
corporation,
the
interest
holder
liability
16
of
a
shareholder
who
had
interest
holder
liability
in
respect
17
of
the
corporation
before
the
amendment
becomes
effective
and
18
has
new
interest
holder
liability
after
the
amendment
becomes
19
effective
shall
be
as
follows:
20
a.
The
amendment
does
not
discharge
that
prior
interest
21
holder
liability
with
respect
to
any
interest
holder
22
liabilities
that
arose
before
the
amendment
becomes
effective.
23
b.
The
provisions
of
the
articles
of
incorporation
of
24
the
corporation
relating
to
interest
holder
liability
as
in
25
effect
immediately
prior
to
the
amendment
shall
continue
to
26
apply
to
the
collection
or
discharge
of
any
interest
holder
27
liabilities
preserved
by
paragraph
“a”
,
as
if
the
amendment
had
28
not
occurred.
29
c.
The
shareholder
shall
have
such
rights
of
contribution
30
from
other
persons
as
are
provided
by
the
articles
of
31
incorporation
relating
to
interest
holder
liability
as
in
32
effect
immediately
prior
to
the
amendment
with
respect
to
any
33
interest
holder
liabilities
preserved
by
paragraph
“a”
,
as
if
34
the
amendment
had
not
occurred.
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d.
The
shareholder
shall
not,
by
reason
of
such
prior
1
interest
holder
liability,
have
interest
holder
liability
with
2
respect
to
any
interest
holder
liabilities
that
arise
after
the
3
amendment
becomes
effective.
4
Sec.
142.
Section
490.1020,
Code
2020,
is
amended
by
5
striking
the
section
and
inserting
in
lieu
thereof
the
6
following:
7
490.1020
Authority
to
amend.
8
1.
A
corporation’s
shareholders
may
amend
or
repeal
the
9
corporation’s
bylaws.
10
2.
A
corporation’s
board
of
directors
may
amend
or
repeal
11
the
corporation’s
bylaws
unless
any
of
the
following
apply:
12
a.
The
articles
of
incorporation,
section
490.1021,
or,
if
13
applicable,
section
490.1022,
reserve
that
power
exclusively
to
14
the
shareholders
in
whole
or
part.
15
b.
Except
as
provided
in
section
490.206,
subsection
4,
16
the
shareholders
in
amending,
repealing,
or
adopting
a
bylaw
17
expressly
provide
that
the
board
of
directors
shall
not
amend,
18
repeal,
or
adopt
that
bylaw.
19
3.
A
shareholder
of
the
corporation
does
not
have
a
vested
20
property
right
resulting
from
any
provision
in
the
bylaws.
21
Sec.
143.
Section
490.1021,
Code
2020,
is
amended
by
22
striking
the
section
and
inserting
in
lieu
thereof
the
23
following:
24
490.1021
Bylaw
increasing
quorum
or
voting
requirement
for
25
directors.
26
1.
A
bylaw
that
increases
a
quorum
or
voting
requirement
27
for
the
board
of
directors
or
that
requires
a
meeting
of
28
shareholders
to
be
held
at
a
place
may
be
amended
or
repealed
29
as
follows:
30
a.
If
originally
adopted
by
the
shareholders,
only
by
the
31
shareholders,
unless
the
bylaw
otherwise
provides.
32
b.
If
adopted
by
the
board
of
directors,
either
by
the
33
shareholders
or
by
the
board
of
directors.
34
2.
A
bylaw
adopted
or
amended
by
the
shareholders
that
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increases
a
quorum
or
voting
requirement
for
the
board
of
1
directors
may
provide
that
it
can
be
amended
or
repealed
only
2
by
a
specified
vote
of
either
the
shareholders
or
the
board
of
3
directors.
4
3.
Action
by
the
board
of
directors
under
subsection
1
5
to
amend
or
repeal
a
bylaw
that
changes
a
quorum
or
voting
6
requirement
for
the
board
of
directors
shall
meet
the
same
7
quorum
requirement
and
be
adopted
by
the
same
vote
required
to
8
take
action
under
the
quorum
and
voting
requirement
then
in
9
effect
or
proposed
to
be
adopted,
whichever
is
greater.
10
Sec.
144.
NEW
SECTION
.
490.1022
Bylaw
provisions
relating
11
to
the
election
of
directors.
12
1.
Unless
the
articles
of
incorporation
specifically
13
prohibit
the
adoption
of
a
bylaw
pursuant
to
this
section,
14
alter
the
vote
specified
in
section
490.728,
subsection
1,
or
15
provide
for
cumulative
voting,
a
corporation
may
elect
in
its
16
bylaws
to
be
governed
in
the
election
of
directors
as
follows:
17
a.
Each
vote
entitled
to
be
cast
may
be
voted
for
or
against
18
up
to
that
number
of
candidates
that
is
equal
to
the
number
19
of
directors
to
be
elected,
or
a
shareholder
may
indicate
an
20
abstention,
but
without
cumulating
the
votes.
21
b.
To
be
elected,
a
nominee
shall
have
received
a
plurality
22
of
the
votes
cast
by
holders
of
shares
entitled
to
vote
23
in
the
election
at
a
meeting
at
which
a
quorum
is
present,
24
provided
that
a
nominee
who
is
elected
but
receives
more
votes
25
against
than
for
election
shall
serve
as
a
director
for
a
term
26
that
shall
terminate
on
the
date
that
is
the
earlier
of
the
27
following:
28
(1)
(a)
Ninety
days
from
the
date
on
which
the
voting
29
results
are
determined
pursuant
to
section
490.729,
subsection
30
2,
paragraph
“e”
.
31
(b)
The
date
on
which
an
individual
is
selected
by
the
32
board
of
directors
to
fill
the
office
held
by
such
director,
33
which
selection
shall
be
deemed
to
constitute
the
filling
of
a
34
vacancy
by
the
board
to
which
section
490.810
applies.
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(2)
Subject
to
subsection
1,
paragraph
“c”
,
a
nominee
who
is
1
elected
but
receives
more
votes
against
than
for
election
shall
2
not
serve
as
a
director
beyond
the
ninety-day
period
provided
3
in
subparagraph
division
(a).
4
c.
The
board
of
directors
may
select
any
qualified
5
individual
to
fill
the
office
held
by
a
director
who
received
6
more
votes
against
than
for
election.
7
2.
a.
Subsection
1
does
not
apply
to
an
election
of
8
directors
by
a
voting
group
if
any
of
the
fo1lowing
applies:
9
(1)
At
the
expiration
of
the
time
fixed
under
a
provision
10
requiring
advance
notification
of
director
candidates.
11
(2)
Absent
such
a
provision,
at
a
time
fixed
by
the
board
of
12
directors
which
is
not
more
than
fourteen
days
before
notice
13
is
given
of
the
meeting
at
which
the
election
is
to
occur,
14
there
are
more
candidates
for
election
by
the
voting
group
than
15
the
number
of
directors
to
be
elected,
one
or
more
of
whom
are
16
properly
proposed
by
shareholders.
17
b.
An
individual
shall
not
be
considered
a
candidate
for
18
purposes
of
paragraph
“a”
,
if
the
board
of
directors
determines
19
before
the
notice
of
meeting
is
given
that
such
individual’s
20
candidacy
does
not
create
a
bona
fide
election
contest.
21
3.
A
bylaw
electing
to
be
governed
by
this
section
may
be
22
repealed
under
any
of
the
following
circumstances:
23
a.
If
originally
adopted
by
the
shareholders,
only
by
the
24
shareholders,
unless
the
bylaw
otherwise
provides.
25
b.
If
adopted
by
the
board
of
directors,
by
the
board
of
26
directors
or
the
shareholders.
27
Sec.
145.
Section
490.1101,
Code
2020,
is
amended
by
28
striking
the
section
and
inserting
in
lieu
thereof
the
29
following:
30
490.1101
Subchapter
definitions.
31
As
used
in
this
subchapter:
32
1.
“Acquired
entity”
means
the
domestic
or
foreign
33
corporation
or
eligible
entity
that
will
have
all
of
one
or
34
more
classes
or
series
of
its
shares
or
eligible
interests
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acquired
in
a
share
exchange.
1
2.
“Acquiring
entity”
means
the
domestic
or
foreign
2
corporation
or
eligible
entity
that
will
acquire
all
of
one
or
3
more
classes
or
series
of
shares
or
eligible
interests
of
the
4
acquired
entity
in
a
share
exchange.
5
3.
“New
interest
holder
liability”
means
interest
holder
6
liability
of
a
person,
resulting
from
a
merger
or
share
7
exchange,
that
is
any
of
the
following:
8
a.
In
respect
of
an
entity
which
is
different
from
the
9
entity
in
which
the
person
held
shares
or
eligible
interests
10
immediately
before
the
merger
or
share
exchange
became
11
effective.
12
b.
In
respect
of
the
same
entity
as
the
one
in
which
the
13
person
held
shares
or
eligible
interests
immediately
before
14
the
merger
or
share
exchange
became
effective
if
any
of
the
15
following
apply:
16
(1)
The
person
did
not
have
interest
holder
liability
17
immediately
before
the
merger
or
share
exchange
became
18
effective.
19
(2)
The
person
had
interest
holder
liability
immediately
20
before
the
merger
or
share
exchange
became
effective,
the
terms
21
and
conditions
of
which
were
changed
when
the
merger
or
share
22
exchange
became
effective.
23
4.
“Party
to
a
merger”
means
any
domestic
or
foreign
24
corporation
or
eligible
entity
that
will
merge
under
a
plan
of
25
merger
but
does
not
include
a
survivor
created
by
the
merger.
26
5.
“Survivor”
in
a
merger
means
the
domestic
or
foreign
27
corporation
or
eligible
entity
into
which
one
or
more
other
28
corporations
or
eligible
entities
are
merged.
29
Sec.
146.
Section
490.1102,
Code
2020,
is
amended
by
30
striking
the
section
and
inserting
in
lieu
thereof
the
31
following:
32
490.1102
Merger.
33
1.
By
complying
with
this
subchapter,
all
of
the
following
34
apply:
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a.
One
or
more
domestic
business
corporations
may
merge
1
with
one
or
more
domestic
or
foreign
business
corporations
or
2
eligible
entities
pursuant
to
a
plan
of
merger,
resulting
in
3
a
survivor.
4
b.
Two
or
more
foreign
business
corporations
or
domestic
or
5
foreign
eligible
entities
may
merge,
resulting
in
a
survivor
6
that
is
a
domestic
business
corporation
created
in
the
merger.
7
2.
By
complying
with
the
provisions
of
this
subchapter
8
applicable
to
foreign
entities,
a
foreign
business
corporation
9
or
a
foreign
eligible
entity
may
be
a
party
to
a
merger
with
10
a
domestic
business
corporation,
or
may
be
created
as
the
11
survivor
in
a
merger
in
which
a
domestic
business
corporation
12
is
a
party,
but
only
if
the
merger
is
permitted
by
the
organic
13
law
of
the
foreign
business
corporation
or
eligible
entity.
14
3.
If
the
organic
law
or
organic
rules
of
a
domestic
15
eligible
entity
do
not
provide
procedures
for
the
approval
16
of
a
merger,
a
plan
of
merger
may
nonetheless
be
adopted
17
and
approved
by
the
unanimous
consent
of
all
of
the
interest
18
holders
of
such
eligible
entity,
and
the
merger
may
thereafter
19
by
effected
as
provided
in
the
other
provisions
of
this
20
subchapter;
and
for
the
purposes
of
applying
this
subchapter
in
21
such
a
case
all
of
the
following
shall
apply:
22
a.
The
eligible
entity,
its
members
or
interest
holders,
23
eligible
interests
and
articles
of
incorporation
or
other
24
organic
rules
taken
together
shall
be
deemed
to
be
a
domestic
25
business
corporation,
shareholders,
shares
and
articles
of
26
incorporation,
respectively
and
vice
versa
as
the
context
may
27
require.
28
b.
If
the
business
and
affairs
of
the
eligible
entity
are
29
managed
by
a
person
or
persons
that
are
not
identical
to
the
30
members
or
interest
holders,
that
group
shall
be
deemed
to
be
31
the
board
of
directors.
32
4.
The
plan
of
merger
must
include
all
of
the
following:
33
a.
As
to
each
party
to
the
merger,
its
name,
jurisdiction
of
34
formation,
and
type
of
entity.
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b.
The
survivor’s
name,
jurisdiction
of
formation,
and
type
1
of
entity,
and,
if
the
survivor
is
to
be
created
in
the
merger,
2
a
statement
to
that
effect.
3
c.
The
terms
and
conditions
of
the
merger.
4
d.
The
manner
and
basis
of
converting
the
shares
of
5
each
merging
domestic
or
foreign
business
corporation
and
6
eligible
interests
of
each
merging
domestic
or
foreign
eligible
7
entity
into
shares
or
other
securities,
eligible
interests,
8
obligations,
rights
to
acquire
shares,
other
securities
or
9
eligible
interests,
cash,
other
property,
or
any
combination
10
of
the
foregoing.
11
e.
The
articles
of
incorporation
of
any
domestic
or
foreign
12
business
or
nonprofit
corporation,
or
the
public
organic
13
record
of
any
domestic
or
foreign
unincorporated
entity,
to
be
14
created
by
the
merger,
or
if
a
new
domestic
or
foreign
business
15
or
nonprofit
corporation
or
unincorporated
entity
is
not
to
16
be
created
by
the
merger,
any
amendments
to
the
survivor’s
17
articles
of
incorporation
or
other
public
organic
record.
18
f.
Any
other
provisions
required
by
the
laws
under
which
any
19
party
to
the
merger
is
organized
or
by
which
it
is
governed,
or
20
by
the
articles
of
incorporation
or
organic
rules
of
any
such
21
party.
22
5.
In
addition
to
the
requirements
of
subsection
4,
a
plan
23
of
merger
may
contain
any
other
provision
not
prohibited
by
24
law.
25
6.
Terms
of
a
plan
of
merger
may
be
made
dependent
on
facts
26
objectively
ascertainable
outside
the
plan
in
accordance
with
27
section
490.120,
subsection
11.
28
7.
A
plan
of
merger
may
be
amended
only
with
the
consent
of
29
each
party
to
the
merger,
except
as
provided
in
the
plan.
A
30
domestic
party
to
a
merger
may
approve
an
amendment
to
a
plan
31
in
any
of
the
following
manners:
32
a.
In
the
same
manner
as
the
plan
was
approved,
if
the
plan
33
does
not
provide
for
the
manner
in
which
it
may
be
amended.
34
b.
In
the
manner
provided
in
the
plan,
except
that
35
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shareholders,
members,
or
interest
holders
that
were
entitled
1
to
vote
on
or
consent
to
approval
of
the
plan
are
entitled
2
to
vote
on
or
consent
to
any
amendment
of
the
plan
that
will
3
change
any
of
the
following:
4
(1)
The
amount
or
kind
of
shares
or
other
securities,
5
eligible
interests,
obligations,
rights
to
acquire
shares,
6
other
securities
or
eligible
interests,
cash,
or
other
property
7
to
be
received
under
the
plan
by
the
shareholders,
members,
or
8
interest
holders
of
any
party
to
the
merger.
9
(2)
The
articles
of
incorporation
of
any
domestic
or
foreign
10
business
or
nonprofit
corporation,
or
the
organic
rules
of
11
any
unincorporated
entity,
that
will
be
the
survivor
of
the
12
merger,
except
for
changes
permitted
by
section
490.1005
or
by
13
comparable
provisions
of
the
organic
law
of
any
such
foreign
14
corporation
or
domestic
or
foreign
nonprofit
corporation
or
15
unincorporated
entity.
16
(3)
Any
of
the
other
terms
or
conditions
of
the
plan
if
the
17
change
would
adversely
affect
such
shareholders,
members,
or
18
interest
holders
in
any
material
respect.
19
Sec.
147.
Section
490.1103,
Code
2020,
is
amended
by
20
striking
the
section
and
inserting
in
lieu
thereof
the
21
following:
22
490.1103
Share
exchange.
23
1.
By
complying
with
this
subchapter
all
of
the
following
24
apply:
25
a.
A
domestic
corporation
may
acquire
all
of
the
shares
of
26
one
or
more
classes
or
series
of
shares
of
another
domestic
or
27
foreign
corporation,
or
all
of
the
eligible
interests
of
one
or
28
more
classes
or
series
of
interests
of
a
domestic
or
foreign
29
eligible
entity,
in
exchange
for
shares
or
other
securities,
30
eligible
interests,
obligations,
rights
to
acquire
shares
or
31
other
securities
or
eligible
interests,
cash,
other
property,
32
or
any
combination
of
the
foregoing,
pursuant
to
a
plan
of
33
share
exchange.
34
b.
All
of
the
shares
of
one
or
more
classes
or
series
of
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shares
of
a
domestic
corporation
may
be
acquired
by
another
1
domestic
or
foreign
corporation
or
eligible
entity,
in
2
exchange
for
shares
or
other
securities,
eligible
interests,
3
obligations,
rights
to
acquire
shares
or
other
securities
or
4
eligible
interests,
cash,
other
property,
or
any
combination
of
5
the
foregoing,
pursuant
to
a
plan
of
share
exchange.
6
2.
A
foreign
corporation
or
eligible
entity
may
be
the
7
acquired
entity
in
a
share
exchange
only
if
the
share
exchange
8
is
permitted
by
the
organic
law
of
that
corporation
or
other
9
entity.
10
3.
If
the
organic
law
or
organic
rules
of
a
domestic
11
eligible
entity
do
not
provide
procedures
for
the
approval
12
of
a
share
exchange,
a
plan
of
share
exchange
may
be
adopted
13
and
approved,
and
the
share
exchange
effected,
in
accordance
14
with
the
procedures,
if
any,
for
a
merger.
If
the
organic
15
law
or
organic
rules
of
a
domestic
eligible
entity
do
not
16
provide
procedures
for
the
approval
of
either
a
share
exchange
17
or
a
merger,
a
plan
of
share
exchange
may
nonetheless
be
18
adopted
and
approved
by
the
unanimous
consent
of
all
of
the
19
interest
holders
of
such
eligible
entity
whose
interests
will
20
be
exchanged
under
the
plan
of
share
exchange,
and
the
share
21
exchange
may
thereafter
be
effected
as
provided
in
the
other
22
provisions
of
this
subchapter;
and
for
purposes
of
applying
23
this
subchapter
in
such
a
case
all
of
the
following
apply:
24
a.
The
eligible
entity,
its
interest
holders,
interests,
25
and
articles
of
incorporation
or
other
organic
rules
taken
26
together
shall
be
deemed
to
be
a
domestic
business
corporation,
27
shareholders,
shares
and
articles
of
incorporation,
28
respectively
and
vice
versa
as
the
context
may
require.
29
b.
If
the
business
and
affairs
of
the
eligible
entity
are
30
managed
by
a
person
or
persons
that
are
not
identical
to
the
31
members
or
interest
holders,
that
person
or
those
persons
shall
32
be
deemed
to
be
the
board
of
directors.
33
4.
The
plan
of
share
exchange
must
include
all
of
the
34
following:
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a.
The
name
of
each
domestic
or
foreign
corporation
or
other
1
eligible
entity
the
shares
or
eligible
interests
of
which
will
2
be
acquired
and
the
name
of
the
domestic
or
foreign
corporation
3
or
eligible
entity
that
will
acquire
those
shares
or
eligible
4
interests.
5
b.
The
terms
and
conditions
of
the
share
exchange.
6
c.
The
manner
and
basis
of
exchanging
shares
of
a
domestic
7
or
foreign
corporation
or
eligible
interests
in
a
domestic
or
8
foreign
eligible
entity
the
shares
or
eligible
interests
of
9
which
will
be
acquired
under
the
share
exchange
for
shares
or
10
other
securities,
eligible
interests,
obligations,
rights
to
11
acquire
shares,
other
securities,
or
eligible
interests,
cash,
12
other
property,
or
any
combination
of
the
foregoing.
13
d.
Any
other
provisions
required
by
the
organic
law
14
governing
the
acquired
entity
or
its
articles
of
incorporation
15
or
organic
rules.
16
5.
The
terms
of
a
plan
of
share
exchange
may
be
made
17
dependent
on
facts
objectively
ascertainable
outside
the
plan
18
in
accordance
with
section
490.120,
subsection
11.
19
6.
A
plan
of
share
exchange
may
be
amended
only
with
the
20
consent
of
each
party
to
the
share
exchange,
except
as
provided
21
in
the
plan.
A
domestic
entity
may
approve
an
amendment
to
a
22
plan
in
any
of
the
following
manners:
23
a.
In
the
same
manner
as
the
plan
was
approved,
if
the
plan
24
does
not
provide
for
the
manner
in
which
it
may
be
amended.
25
b.
In
the
manner
provided
in
the
plan,
except
that
26
shareholders,
members,
or
interest
holders
that
were
entitled
27
to
vote
on
or
consent
to
approval
of
the
plan
are
entitled
28
to
vote
on
or
consent
to
any
amendment
of
the
plan
that
will
29
change
any
of
the
following:
30
(1)
The
amount
or
kind
of
shares
or
other
securities,
31
eligible
interests,
obligations,
rights
to
acquire
shares,
32
other
securities
or
eligible
interests,
cash,
or
other
property
33
to
be
received
under
the
plan
by
the
shareholders,
members,
or
34
interest
holders
of
the
acquired
entity.
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(2)
Any
of
the
other
terms
or
conditions
of
the
plan
if
the
1
change
would
adversely
affect
such
shareholders,
members,
or
2
interest
holders
in
any
material
respect.
3
Sec.
148.
Section
490.1104,
Code
2020,
is
amended
by
4
striking
the
section
and
inserting
in
lieu
thereof
the
5
following:
6
490.1104
Action
on
a
plan
of
merger
or
share
exchange.
7
In
the
case
of
a
domestic
corporation
that
is
a
party
to
a
8
merger
or
the
acquired
entity
in
a
share
exchange,
the
plan
9
of
merger
or
share
exchange
shall
be
adopted
in
the
following
10
manner:
11
1.
The
plan
of
merger
or
share
exchange
shall
first
be
12
adopted
by
the
board
of
directors.
13
2.
a.
Except
as
provided
in
subsections
8,
10,
and
12,
and
14
in
section
490.1105,
the
plan
of
merger
or
share
exchange
shall
15
then
be
approved
by
the
shareholders.
In
submitting
the
plan
16
of
merger
or
share
exchange
to
the
shareholders
for
approval,
17
the
board
of
directors
shall
recommend
that
the
shareholders
18
approve
the
plan,
or,
in
the
case
of
an
offer
referred
to
in
19
subsection
10,
paragraph
“b”
,
that
the
shareholders
tender
20
their
shares
to
the
offeror
in
response
to
the
offer,
unless
21
any
of
the
following
apply:
22
(1)
The
board
of
directors
makes
a
determination
that
23
because
of
conflicts
of
interest
or
other
special
circumstances
24
it
should
not
make
such
a
recommendation.
25
(2)
Section
490.826
applies.
26
b.
If
either
paragraph
“a”
,
subparagraph
(1)
or
(2),
27
applies,
the
board
shall
inform
the
shareholders
of
the
basis
28
for
its
so
proceeding.
29
3.
The
board
of
directors
may
set
conditions
for
the
30
approval
of
the
plan
of
merger
or
share
exchange
by
the
31
shareholders
or
the
effectiveness
of
the
plan
of
merger
or
32
share
exchange.
33
4.
If
the
plan
of
merger
or
share
exchange
is
required
34
to
be
approved
by
the
shareholders,
and
if
the
approval
is
35
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to
be
given
at
a
meeting,
the
corporation
shall
notify
each
1
shareholder,
regardless
of
whether
entitled
to
vote,
of
the
2
meeting
of
shareholders
at
which
the
plan
is
to
be
submitted
3
for
approval.
The
notice
must
state
that
the
purpose,
or
one
4
of
the
purposes,
of
the
meeting
is
to
consider
the
plan
and
5
must
contain
or
be
accompanied
by
a
copy
or
summary
of
the
6
plan.
If
the
corporation
is
to
be
merged
into
an
existing
7
foreign
or
domestic
corporation
or
eligible
entity,
the
notice
8
must
also
include
or
be
accompanied
by
a
copy
or
summary
of
the
9
articles
of
incorporation
and
bylaws
or
the
organic
rules
of
10
that
corporation
or
eligible
entity.
If
the
corporation
is
to
11
be
merged
with
a
domestic
or
foreign
corporation
or
eligible
12
entity
and
a
new
domestic
or
foreign
corporation
or
eligible
13
entity
is
to
be
created
pursuant
to
the
merger,
the
notice
14
must
include
or
be
accompanied
by
a
copy
or
a
summary
of
the
15
articles
of
incorporation
and
bylaws
or
the
organic
rules
of
16
the
new
corporation
or
eligible
entity.
17
5.
Unless
the
articles
of
incorporation,
bylaws,
or
the
18
board
of
directors
acting
pursuant
to
subsection
3,
require
19
a
greater
vote
or
a
greater
quorum,
approval
of
the
plan
20
of
merger
or
share
exchange
requires
the
approval
of
the
21
shareholders
at
a
meeting
at
which
a
quorum
exists
consisting
22
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
plan,
23
and,
if
any
class
or
series
of
shares
is
entitled
to
vote
as
24
a
separate
group
on
the
plan
of
merger
or
share
exchange,
the
25
approval
of
each
such
separate
voting
group
at
a
meeting
at
26
which
a
quorum
of
the
voting
group
is
present
consisting
of
27
a
majority
of
the
votes
entitled
to
be
cast
on
the
merger
or
28
share
exchange
by
that
voting
group.
29
6.
Subject
to
subsection
7,
separate
voting
by
voting
groups
30
is
required
for
each
of
the
following:
31
a.
On
a
plan
of
merger,
by
each
class
or
series
of
shares
32
that
are
any
of
the
following:
33
(1)
To
be
converted
under
the
plan
of
merger
into
shares,
34
other
securities,
eligible
interests,
obligations,
rights
to
35
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acquire
shares,
other
securities
or
eligible
interests,
cash,
1
other
property,
or
any
combination
of
the
foregoing.
2
(2)
Entitled
to
vote
as
a
separate
group
on
a
provision
in
3
the
plan
that
constitutes
a
proposed
amendment
to
the
articles
4
of
incorporation
of
a
surviving
corporation
that
requires
5
action
by
separate
voting
groups
under
section
490.1004.
6
b.
On
a
plan
of
share
exchange,
by
each
class
or
series
7
of
shares
included
in
the
exchange,
with
each
class
or
series
8
constituting
a
separate
voting
group.
9
c.
On
a
plan
of
merger
or
share
exchange,
if
the
voting
10
group
is
entitled
under
the
articles
of
incorporation
to
11
vote
as
a
voting
group
to
approve
a
plan
of
merger
or
share
12
exchange,
respectively.
13
7.
The
articles
of
incorporation
may
expressly
limit
or
14
eliminate
the
separate
voting
rights
provided
in
subsection
6,
15
paragraph
“a”
,
subparagraph
(1),
and
subsection
6,
paragraph
16
“b”
,
as
to
any
class
or
series
of
shares,
except
when
all
of
the
17
following
apply:
18
a.
The
plan
of
merger
or
share
exchange
includes
what
is
19
or
would
be
in
effect
an
amendment
subject
to
subsection
6,
20
paragraph
“a”
,
subparagraph
(2).
21
b.
The
plan
of
merger
or
share
exchange
will
not
effect
a
22
substantive
business
combination.
23
8.
Unless
the
articles
of
incorporation
otherwise
provide,
24
approval
by
the
corporation’s
shareholders
of
a
plan
of
25
merger
is
not
required
if
all
of
the
following
conditions
are
26
satisfied:
27
a.
The
corporation
will
survive
the
merger.
28
b.
Except
for
amendments
permitted
by
section
490.1005,
its
29
articles
of
incorporation
will
not
be
changed.
30
c.
Each
shareholder
of
the
corporation
whose
shares
were
31
outstanding
immediately
before
the
effective
date
of
the
merger
32
or
share
exchange
will
hold
the
same
number
of
shares,
with
33
identical
preferences,
rights,
and
limitations,
immediately
34
after
the
effective
date
of
the
merger.
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d.
The
issuance
in
the
merger
of
shares
or
other
securities
1
convertible
into
or
rights
exercisable
for
shares
does
not
2
require
a
vote
under
section
490.621,
subsection
6.
3
9.
a.
If,
as
a
result
of
a
merger
or
share
exchange,
one
4
or
more
shareholders
of
a
domestic
corporation
would
become
5
subject
to
new
interest
holder
liability,
approval
of
the
plan
6
of
merger
or
share
exchange
requires
the
signing
in
connection
7
with
the
transaction,
by
each
such
shareholder,
of
a
separate
8
written
consent
to
become
subject
to
such
new
interest
holder
9
liability.
10
b.
Paragraph
“a”
does
not
apply
in
the
case
of
a
shareholder
11
that
already
has
interest
holder
liability
with
respect
to
such
12
domestic
corporation,
if
all
of
the
following
apply:
13
(1)
The
new
interest
holder
liability
is
with
respect
to
14
a
domestic
or
foreign
corporation,
which
may
be
a
different
15
or
the
same
domestic
corporation
in
which
the
person
is
a
16
shareholder.
17
(2)
The
terms
and
conditions
of
the
new
interest
holder
18
liability
are
substantially
identical
to
those
of
the
existing
19
interest
holder
liability,
other
than
for
changes
that
20
eliminate
or
reduce
such
interest
holder
liability.
21
10.
Unless
the
articles
of
incorporation
otherwise
provide,
22
approval
by
the
shareholders
of
a
plan
of
merger
or
share
23
exchange
is
not
required
if
all
of
the
following
apply:
24
a.
The
plan
of
merger
or
share
exchange
expressly
permits
or
25
requires
the
merger
or
share
exchange
to
be
effected
under
this
26
subsection
and
provides
that,
if
the
merger
or
share
exchange
27
is
to
be
effected
under
this
subsection,
the
merger
or
share
28
exchange
will
be
effected
as
soon
as
practicable
following
the
29
satisfaction
of
the
requirement
set
forth
in
paragraph
“f”
.
30
b.
Another
party
to
the
merger,
the
acquiring
entity
in
31
the
share
exchange,
or
a
parent
of
another
party
to
the
merger
32
or
the
acquiring
entity
in
the
share
exchange,
makes
an
offer
33
to
purchase,
on
the
terms
provided
in
the
plan
of
merger
or
34
share
exchange,
any
and
all
of
the
outstanding
shares
of
the
35
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corporation
that,
absent
this
subsection,
would
be
entitled
to
1
vote
on
the
plan
of
merger
or
share
exchange,
except
that
the
2
offer
may
exclude
shares
of
the
corporation
that
are
owned
at
3
the
commencement
of
the
offer
by
the
corporation,
the
offeror,
4
or
any
parent
of
the
offeror,
or
by
any
wholly
owned
subsidiary
5
of
any
of
the
foregoing.
6
c.
The
offer
discloses
that
the
plan
of
merger
or
share
7
exchange
provides
that
the
merger
or
share
exchange
will
be
8
effected
as
soon
as
practicable
following
the
satisfaction
of
9
the
requirement
set
forth
in
paragraph
“f”
and
that
the
shares
10
of
the
corporation
that
are
not
tendered
in
response
to
the
11
offer
will
be
treated
as
set
forth
in
paragraph
“h”
.
12
d.
The
offer
remains
open
for
at
least
ten
days.
13
e.
The
offeror
purchases
all
shares
properly
tendered
in
14
response
to
the
offer
and
not
properly
withdrawn.
15
f.
The
shares
listed
below
are
collectively
entitled
to
cast
16
at
least
the
minimum
number
of
votes
on
the
merger
or
share
17
exchange
that,
absent
this
subsection,
would
be
required
by
18
this
subchapter
and
by
the
articles
of
incorporation
for
the
19
approval
of
the
merger
or
share
exchange
by
the
shareholders
20
and
by
any
other
voting
group
entitled
to
vote
on
the
merger
21
or
share
exchange
at
a
meeting
at
which
all
shares
entitled
to
22
vote
on
the
approval
were
present
and
voted:
23
(1)
Shares
purchased
by
the
offeror
in
accordance
with
the
24
offer.
25
(2)
Shares
otherwise
owned
by
the
offeror
or
by
any
parent
26
of
the
offeror
or
any
wholly
owned
subsidiary
of
any
of
the
27
foregoing.
28
(3)
Shares
subject
to
an
agreement
that
they
are
to
be
29
transferred,
contributed,
or
delivered
to
the
offeror,
any
30
parent
of
the
offeror,
or
any
wholly
owned
subsidiary
of
any
of
31
the
foregoing
in
exchange
for
shares
or
eligible
interests
in
32
such
offeror,
parent,
or
subsidiary.
33
g.
The
offeror
or
a
wholly
owned
subsidiary
of
the
offeror
34
merges
with
or
into,
or
effects
a
share
exchange
in
which
it
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acquires
shares
of,
the
corporation.
1
h.
Each
outstanding
share
of
each
class
or
series
of
shares
2
of
the
corporation
that
the
offeror
is
offering
to
purchase
3
in
accordance
with
the
offer,
and
that
is
not
purchased
in
4
accordance
with
the
offer,
is
to
be
converted
in
the
merger
5
into,
or
into
the
right
to
receive,
or
is
to
be
exchanged
6
in
the
share
exchange
for,
or
for
the
right
to
receive,
7
the
same
amount
and
kind
of
securities,
eligible
interests,
8
obligations,
rights,
cash,
or
other
property
to
be
paid
or
9
exchanged
in
accordance
with
the
offer
for
each
share
of
10
that
class
or
series
of
shares
that
is
tendered
in
response
11
to
the
offer,
except
that
shares
of
the
corporation
that
are
12
owned
by
the
corporation
or
that
are
described
in
paragraph
13
“f”
,
subparagraph
(2)
or
(3),
need
not
be
converted
into
or
14
exchanged
for
the
consideration
described
in
this
paragraph
15
“h”
.
16
11.
As
used
in
subsection
10:
17
a.
“Offer”
means
the
offer
referred
to
in
subsection
10,
18
paragraph
“b”
.
19
b.
“Offeror”
means
the
person
making
the
offer.
20
c.
“Parent”
of
an
entity
means
a
person
that
owns,
directly
21
or
indirectly,
through
one
or
more
wholly
owned
subsidiaries,
22
all
of
the
outstanding
shares
of
or
eligible
interests
in
that
23
entity.
24
d.
Shares
tendered
in
response
to
the
offer
shall
be
deemed
25
to
have
been
“purchased”
in
accordance
with
the
offer
at
the
26
earliest
time
as
of
which
the
following
applies:
27
(1)
The
offeror
has
irrevocably
accepted
those
shares
for
28
payment.
29
(2)
Either
of
the
following
applies:
30
(a)
In
the
case
of
shares
represented
by
certificates,
the
31
offeror,
or
the
offeror’s
designated
depository
or
other
agent,
32
has
physically
received
the
certificates
representing
those
33
shares.
34
(b)
In
the
case
of
shares
without
certificates,
those
shares
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have
been
transferred
into
the
account
of
the
offeror
or
its
1
designated
depository
or
other
agent,
or
an
agent’s
message
2
relating
to
those
shares
has
been
received
by
the
offeror
or
3
its
designated
depository
or
other
agent.
4
e.
“Wholly
owned
subsidiary”
of
a
person
means
an
entity
of
5
or
in
which
that
person
owns,
directly
or
indirectly,
through
6
one
or
more
wholly
owned
subsidiaries,
all
of
the
outstanding
7
shares
or
eligible
interests.
8
12.
Unless
the
articles
of
incorporation
otherwise
provide,
9
all
of
the
following
applies:
10
a.
Approval
of
a
plan
of
share
exchange
by
the
shareholders
11
of
a
domestic
corporation
is
not
required
if
the
corporation
is
12
the
acquiring
entity
in
the
share
exchange.
13
b.
Shares
not
to
be
exchanged
under
the
plan
of
share
14
exchange
are
not
entitled
to
vote
on
the
plan.
15
Sec.
149.
Section
490.1105,
Code
2020,
is
amended
by
16
striking
the
section
and
inserting
in
lieu
thereof
the
17
following:
18
490.1105
Merger
between
parent
and
subsidiary
or
between
19
subsidiaries.
20
1.
A
domestic
or
foreign
parent
entity
that
owns
shares
of
21
a
domestic
corporation
which
carry
at
least
ninety
percent
of
22
the
voting
power
of
each
class
and
series
of
the
outstanding
23
shares
of
the
subsidiary
that
has
voting
power
may
do
any
of
24
the
following:
25
a.
Merge
the
subsidiary
into
itself,
if
it
is
a
domestic
26
or
foreign
corporation
or
eligible
entity,
or
into
another
27
domestic
or
foreign
corporation
or
eligible
entity
in
which
the
28
parent
entity
owns
at
least
ninety
percent
of
the
voting
power
29
of
each
class
and
series
of
the
outstanding
shares
or
eligible
30
interests
which
have
voting
power.
31
b.
Merge
itself,
if
it
is
a
domestic
or
foreign
corporation
32
or
eligible
entity,
into
such
subsidiary,
in
either
case
33
without
the
approval
of
the
board
of
directors
or
shareholders
34
of
the
subsidiary,
unless
the
articles
of
incorporation
35
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or
organic
rules
of
the
parent
entity
or
the
articles
of
1
incorporation
of
the
subsidiary
corporation
otherwise
provide.
2
c.
Section
490.1104,
subsection
9,
applies
to
a
merger
under
3
this
section.
The
articles
of
merger
relating
to
a
merger
4
under
this
section
do
not
need
to
be
signed
by
the
subsidiary.
5
2.
A
parent
entity
shall,
within
ten
days
after
the
6
effective
date
of
a
merger
approved
under
subsection
1,
notify
7
each
of
the
subsidiary’s
shareholders
that
the
merger
has
8
become
effective.
9
3.
Except
as
provided
in
subsections
1
and
2,
a
merger
10
between
a
parent
entity
and
a
domestic
subsidiary
corporation
11
shall
be
governed
by
the
provisions
of
this
subchapter
12
applicable
to
mergers
generally.
13
Sec.
150.
Section
490.1106,
Code
2020,
is
amended
by
14
striking
the
section
and
inserting
in
lieu
thereof
the
15
following:
16
490.1106
Articles
of
merger
or
share
exchange.
17
1.
After
a
plan
of
merger
has
been
adopted
and
approved
as
18
required
by
this
chapter,
or
if
the
merger
is
being
effected
19
under
section
490.1102,
subsection
1,
paragraph
“b”
,
the
merger
20
has
been
approved
as
required
by
the
organic
law
governing
the
21
parties
to
the
merger,
then
articles
of
merger
shall
be
signed
22
by
each
party
to
the
merger
except
as
provided
in
section
23
490.1105,
subsection
1.
The
articles
must
set
forth
all
of
the
24
following:
25
a.
The
name,
jurisdiction
of
formation,
and
type
of
entity
26
of
each
party
to
the
merger.
27
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
28
of
the
survivor.
29
c.
If
the
survivor
of
the
merger
is
a
domestic
corporation
30
and
its
articles
of
incorporation
are
amended,
or
if
a
new
31
domestic
corporation
is
created
as
a
result
of
the
merger,
any
32
of
the
following:
33
(1)
The
amendments
to
the
survivor’s
articles
of
34
incorporation.
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(2)
The
articles
of
incorporation
of
the
new
corporation.
1
d.
If
the
survivor
of
the
merger
is
a
domestic
eligible
2
entity
and
its
public
organic
record
is
amended,
or
if
a
new
3
domestic
eligible
entity
is
created
as
a
result
of
the
merger,
4
any
of
the
following:
5
(1)
The
amendments
to
the
public
organic
record
of
the
6
survivor.
7
(2)
The
public
organic
record
of
the
new
eligible
entity.
8
e.
If
the
plan
of
merger
required
approval
by
the
9
shareholders
of
a
domestic
corporation
that
is
a
party
to
the
10
merger,
a
statement
that
the
plan
was
duly
approved
by
the
11
shareholders
and,
if
voting
by
any
separate
voting
group
was
12
required,
by
each
such
separate
voting
group,
in
the
manner
13
required
by
this
chapter
and
the
articles
of
incorporation.
14
f.
If
the
plan
of
merger
or
share
exchange
did
not
require
15
approval
by
the
shareholders
of
a
domestic
corporation
that
is
16
a
party
to
the
merger,
a
statement
to
that
effect.
17
g.
As
to
each
foreign
corporation
that
is
a
party
to
the
18
merger,
a
statement
that
the
participation
of
the
foreign
19
corporation
was
duly
authorized
as
required
by
its
organic
law.
20
h.
As
to
each
domestic
or
foreign
eligible
entity
that
is
a
21
party
to
the
merger,
a
statement
that
the
merger
was
approved
22
in
accordance
with
its
organic
law
or
section
490.1102,
23
subsection
3.
24
i.
If
the
survivor
is
created
by
the
merger
and
is
a
25
domestic
limited
liability
partnership,
the
filing
required
to
26
become
a
limited
liability
partnership,
as
an
attachment.
27
2.
After
a
plan
of
share
exchange
in
which
the
acquired
28
entity
is
a
domestic
corporation
or
eligible
entity
has
been
29
adopted
and
approved
as
required
by
this
chapter,
articles
30
of
share
exchange
shall
be
signed
by
the
acquired
entity
and
31
the
acquiring
entity.
The
articles
shall
set
forth
all
of
the
32
following:
33
a.
The
name
of
the
acquired
entity.
34
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
35
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2537
of
the
domestic
or
foreign
corporation
or
eligible
entity
that
1
is
the
acquiring
entity.
2
c.
A
statement
that
the
plan
of
share
exchange
was
duly
3
approved
by
the
acquired
entity
by
all
of
the
following:
4
(1)
The
required
vote
or
consent
of
each
class
or
series
of
5
shares
or
eligible
interests
included
in
the
exchange.
6
(2)
The
required
vote
or
consent
of
each
other
class
or
7
series
of
shares
or
eligible
interests
entitled
to
vote
on
8
approval
of
the
exchange
by
the
articles
of
incorporation
or
9
organic
rules
of
the
acquired
entity
or
section
490.1103,
10
subsection
3.
11
3.
In
addition
to
the
requirements
of
subsection
1
or
2,
12
articles
of
merger
or
share
exchange
may
contain
any
other
13
provision
not
prohibited
by
law.
14
4.
The
articles
of
merger
or
share
exchange
shall
be
15
delivered
to
the
secretary
of
state
for
filing
and,
subject
to
16
subsection
5,
the
merger
or
share
exchange
shall
take
effect
17
on
the
effective
date
determined
in
accordance
with
section
18
490.123.
19
5.
With
respect
to
a
merger
in
which
one
or
more
foreign
20
entities
is
a
party
or
a
foreign
entity
created
by
the
merger
21
is
the
survivor,
the
merger
itself
shall
become
effective
at
22
the
later
of
the
following:
23
a.
When
all
documents
required
to
be
filed
in
foreign
24
jurisdictions
to
effect
the
merger
have
become
effective.
25
b.
When
the
articles
of
merger
take
effect.
26
6.
Articles
of
merger
filed
under
this
section
may
be
27
combined
with
any
filing
required
under
the
organic
law
28
governing
any
domestic
eligible
entity
involved
in
the
29
transaction
if
the
combined
filing
satisfies
the
requirements
30
of
both
this
section
and
the
other
organic
law.
31
Sec.
151.
Section
490.1107,
Code
2020,
is
amended
by
32
striking
the
section
and
inserting
in
lieu
thereof
the
33
following:
34
490.1107
Effect
of
merger
or
share
exchange.
35
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2537
1.
When
a
merger
becomes
effective,
all
of
the
following
1
apply:
2
a.
The
domestic
or
foreign
corporation
or
eligible
entity
3
that
is
designated
in
the
plan
of
merger
as
the
survivor
4
continues
or
comes
into
existence,
as
the
case
may
be.
5
b.
The
separate
existence
of
every
domestic
or
foreign
6
corporation
or
eligible
entity
that
is
a
party
to
the
merger,
7
other
than
the
survivor,
ceases.
8
c.
All
property
owned
by,
and
every
contract
right
possessed
9
by,
each
domestic
or
foreign
corporation
or
eligible
entity
10
that
is
a
party
to
the
merger,
other
than
the
survivor,
are
the
11
property
and
contract
rights
of
the
survivor
without
transfer,
12
reversion,
or
impairment.
13
d.
All
debts,
obligations,
and
other
liabilities
of
each
14
domestic
or
foreign
corporation
or
eligible
entity
that
is
15
a
party
to
the
merger,
other
than
the
survivor,
are
debts,
16
obligations,
or
liabilities
of
the
survivor.
17
e.
The
name
of
the
survivor
may,
but
need
not
be,
18
substituted
in
any
pending
proceeding
for
the
name
of
any
party
19
to
the
merger
whose
separate
existence
ceased
in
the
merger.
20
f.
If
the
survivor
is
a
domestic
entity,
the
articles
of
21
incorporation
and
bylaws
or
the
organic
rules
of
the
survivor
22
are
amended
to
the
extent
provided
in
the
plan
of
merger.
23
g.
The
articles
of
incorporation
and
bylaws
or
the
organic
24
rules
of
a
survivor
that
is
a
domestic
entity
and
is
created
by
25
the
merger
become
effective.
26
h.
The
shares
of
each
domestic
or
foreign
corporation
27
that
is
a
party
to
the
merger,
and
the
eligible
interests
in
28
an
eligible
entity
that
is
a
party
to
a
merger,
that
are
to
29
be
converted
in
accordance
with
the
terms
of
the
merger
into
30
shares,
or
other
securities,
eligible
interests,
obligations,
31
rights
to
acquire
shares,
other
securities,
or
eligible
32
interests,
cash,
other
property,
or
any
combination
of
the
33
foregoing,
are
converted,
and
the
former
holders
of
such
shares
34
or
eligible
interests
are
entitled
only
to
the
rights
provided
35
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2537
to
them
by
those
terms
or
to
any
rights
they
may
have
under
1
subchapter
XIII
or
the
organic
law
governing
the
eligible
2
entity
or
foreign
corporation.
3
i.
Except
as
provided
by
law
or
the
terms
of
the
merger,
4
all
the
rights,
privileges,
franchises,
and
immunities
of
each
5
entity
that
is
a
party
to
the
merger,
other
than
the
survivor,
6
are
the
rights,
privileges,
franchises,
and
immunities
of
the
7
survivor.
8
j.
If
the
survivor
exists
before
the
merger,
all
of
the
9
following
apply:
10
(1)
All
the
property
and
contract
rights
of
the
survivor
11
remain
its
property
and
contract
rights
without
transfer,
12
reversion,
or
impairment.
13
(2)
The
survivor
remains
subject
to
all
its
debts,
14
obligations,
and
other
liabilities.
15
(3)
Except
as
provided
by
law
or
the
plan
of
merger,
the
16
survivor
continues
to
hold
all
of
its
rights,
privileges,
17
franchises,
and
immunities.
18
2.
When
a
share
exchange
becomes
effective,
the
shares
19
or
eligible
interests
in
the
acquired
entity
that
are
to
be
20
exchanged
for
shares
or
other
securities,
eligible
interests,
21
obligations,
rights
to
acquire
shares,
other
securities
or
22
eligible
interests,
cash,
other
property,
or
any
combination
of
23
the
foregoing,
are
entitled
only
to
the
rights
provided
to
them
24
in
the
plan
of
share
exchange
or
to
any
rights
they
may
have
25
under
subchapter
XIII
or
under
the
organic
law
governing
the
26
acquired
entity.
27
3.
Except
as
otherwise
provided
in
the
articles
of
28
incorporation
of
a
domestic
corporation
or
the
organic
law
29
governing
or
organic
rules
of
a
foreign
corporation
or
a
30
domestic
or
foreign
eligible
entity,
the
effect
of
a
merger
or
31
share
exchange
on
interest
holder
liability
is
as
follows:
32
a.
A
person
who
becomes
subject
to
new
interest
holder
33
liability
in
respect
of
an
entity
as
a
result
of
a
merger
or
34
share
exchange
shall
have
that
new
interest
holder
liability
35
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only
in
respect
of
interest
holder
liabilities
that
arise
after
1
the
merger
or
share
exchange
becomes
effective.
2
b.
If
a
person
had
interest
holder
liability
with
respect
to
3
a
party
to
the
merger
or
the
acquired
entity
before
the
merger
4
or
share
exchange
becomes
effective
with
respect
to
shares
or
5
eligible
interests
of
such
party
or
acquired
entity
which
were
6
exchanged
in
the
merger
or
share
exchange,
were
canceled
in
7
the
merger,
or
the
terms
and
conditions
of
which
relating
to
8
interest
holder
liability
were
amended
pursuant
to
the
merger,
9
then
all
of
the
following
apply:
10
(1)
The
merger
or
share
exchange
does
not
discharge
that
11
prior
interest
holder
liability
with
respect
to
any
interest
12
holder
liabilities
that
arose
before
the
merger
or
share
13
exchange
becomes
effective.
14
(2)
The
provisions
of
the
organic
law
governing
any
entity
15
for
which
the
person
had
that
prior
interest
holder
liability
16
shall
continue
to
apply
to
the
collection
or
discharge
of
any
17
interest
holder
liabilities
preserved
by
subparagraph
(1),
as
18
if
the
merger
or
share
exchange
had
not
occurred.
19
(3)
The
person
shall
have
such
rights
of
contribution
from
20
other
persons
as
are
provided
by
the
organic
law
governing
the
21
entity
for
which
the
person
had
that
prior
interest
holder
22
liability
with
respect
to
any
interest
holder
liabilities
23
preserved
by
subparagraph
(1),
as
if
the
merger
or
share
24
exchange
had
not
occurred.
25
(4)
The
person
shall
not,
by
reason
of
such
prior
interest
26
holder
liability,
have
interest
holder
liability
with
respect
27
to
any
interest
holder
liabilities
that
arise
after
the
merger
28
or
share
exchange
becomes
effective.
29
c.
If
a
person
has
interest
holder
liability
both
before
30
and
after
a
merger
becomes
effective
with
unchanged
terms
and
31
conditions
with
respect
to
the
entity
that
is
the
survivor
by
32
reason
of
owning
the
same
shares
or
eligible
interests
before
33
and
after
the
merger
becomes
effective,
the
merger
has
no
34
effect
on
such
interest
holder
liability.
35
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d.
A
share
exchange
has
no
effect
on
interest
holder
1
liability
related
to
shares
or
eligible
interests
of
the
2
acquired
entity
that
were
not
exchanged
in
the
share
exchange.
3
4.
Upon
a
merger
becoming
effective,
a
foreign
corporation,
4
or
a
foreign
eligible
entity,
that
is
the
survivor
of
the
5
merger
is
deemed
to
have
done
all
of
the
following:
6
a.
Appointed
the
secretary
of
state
as
its
agent
for
7
service
of
process
in
a
proceeding
to
enforce
the
rights
of
8
shareholders
of
each
domestic
corporation
that
is
a
party
to
9
the
merger
who
exercise
appraisal
rights.
10
b.
Agreed
that
it
will
promptly
pay
the
amount,
if
any,
to
11
which
such
shareholders
are
entitled
under
subchapter
XIII.
12
5.
Except
as
provided
in
the
organic
law
governing
a
party
13
to
a
merger
or
in
its
articles
of
incorporation
or
organic
14
rules,
the
merger
does
not
give
rise
to
any
rights
that
an
15
interest
holder,
governor,
or
third
party
would
have
upon
a
16
dissolution,
liquidation,
or
winding
up
of
that
party.
The
17
merger
does
not
require
a
party
to
the
merger
to
wind
up
its
18
affairs
and
does
not
constitute
or
cause
its
dissolution
or
19
termination.
20
6.
Property
held
for
a
charitable
purpose
under
the
law
of
21
this
state
by
a
domestic
or
foreign
corporation
or
eligible
22
entity
immediately
before
a
merger
becomes
effective
shall
not,
23
as
a
result
of
the
transaction,
be
diverted
from
the
objects
24
for
which
it
was
donated,
granted,
devised,
or
otherwise
25
transferred
except
and
to
the
extent
permitted
by
or
pursuant
26
to
the
laws
of
this
state
addressing
cy
pres
or
dealing
with
27
nondiversion
of
charitable
assets.
28
7.
A
bequest,
devise,
gift,
grant,
or
promise
contained
29
in
a
will
or
other
instrument
of
donation,
subscription,
or
30
conveyance
which
is
made
to
an
entity
that
is
a
party
to
a
31
merger
that
is
not
the
survivor
and
which
takes
effect
or
32
remains
payable
after
the
merger
inures
to
the
survivor.
33
8.
A
trust
obligation
that
would
govern
property
if
34
transferred
to
a
nonsurviving
entity
applies
to
property
35
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that
is
transferred
to
the
survivor
after
a
merger
becomes
1
effective.
2
Sec.
152.
Section
490.1108,
Code
2020,
is
amended
by
3
striking
the
section
and
inserting
in
lieu
thereof
the
4
following:
5
490.1108
Abandonment
of
a
merger
or
share
exchange.
6
1.
After
a
plan
of
merger
or
share
exchange
has
been
7
adopted
and
approved
as
required
by
this
subchapter,
and
before
8
articles
of
merger
or
share
exchange
have
become
effective,
the
9
plan
may
be
abandoned
by
a
domestic
business
corporation
that
10
is
a
party
to
the
plan
without
action
by
its
shareholders
in
11
accordance
with
any
procedures
set
forth
in
the
plan
of
merger
12
or
share
exchange
or,
if
no
such
procedures
are
set
forth
in
13
the
plan,
in
the
manner
determined
by
the
board
of
directors.
14
2.
If
a
merger
or
share
exchange
is
abandoned
under
15
subsection
1
after
articles
of
merger
or
share
exchange
have
16
been
delivered
to
the
secretary
of
state
for
filing
but
before
17
the
merger
or
share
exchange
has
become
effective,
a
statement
18
of
abandonment
signed
by
all
the
parties
that
signed
the
19
articles
of
merger
or
share
exchange
shall
be
delivered
to
the
20
secretary
of
state
for
filing
before
the
articles
of
merger
21
or
share
exchange
become
effective.
The
statement
shall
take
22
effect
on
filing
and
the
merger
or
share
exchange
shall
be
23
deemed
abandoned
and
shall
not
become
effective.
The
statement
24
of
abandonment
must
contain
all
of
the
following:
25
a.
The
name
of
each
party
to
the
merger
or
the
names
of
the
26
acquiring
and
acquired
entities
in
a
share
exchange.
27
b.
The
date
on
which
the
articles
of
merger
or
share
28
exchange
were
filed
by
the
secretary
of
state.
29
c.
A
statement
that
the
merger
or
share
exchange
has
been
30
abandoned
in
accordance
with
this
section.
31
Sec.
153.
Section
490.1201,
Code
2020,
is
amended
by
32
striking
the
section
and
inserting
in
lieu
thereof
the
33
following:
34
490.1201
Disposition
of
assets
not
requiring
shareholder
35
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2537
approval.
1
No
approval
of
the
shareholders
is
required
to
do
any
of
2
the
following,
unless
the
articles
of
incorporation
otherwise
3
provide:
4
1.
Sell,
lease,
exchange,
or
otherwise
dispose
of
any
of
5
the
corporation’s
assets
in
the
usual
and
regular
course
of
6
business.
7
2.
Mortgage,
pledge,
dedicate
to
the
repayment
of
8
indebtedness,
whether
with
or
without
recourse,
or
otherwise
9
encumber
any
or
all
of
the
corporation’s
assets,
regardless
of
10
whether
in
the
usual
and
regular
course
of
business.
11
3.
Transfer
any
or
all
of
the
corporation’s
assets
to
one
or
12
more
domestic
or
foreign
corporations
or
other
entities,
all
of
13
the
shares
or
interests
of
which
are
owned
by
the
corporation.
14
4.
Distribute
assets
pro
rata
to
the
holders
of
one
or
more
15
classes
or
series
of
the
corporation’s
shares.
16
Sec.
154.
Section
490.1202,
Code
2020,
is
amended
by
17
striking
the
section
and
inserting
in
lieu
thereof
the
18
following:
19
490.1202
Shareholder
approval
of
certain
dispositions.
20
1.
A
sale,
lease,
exchange,
or
other
disposition
of
assets,
21
other
than
a
disposition
described
in
section
490.1201,
22
requires
approval
of
the
corporation’s
shareholders
if
the
23
disposition
would
leave
the
corporation
without
a
significant
24
continuing
business
activity.
A
corporation
will
conclusively
25
be
deemed
to
have
retained
a
significant
continuing
business
26
activity
if
it
retains
a
business
activity
that
represented,
27
for
the
corporation
and
its
subsidiaries
on
a
consolidated
28
basis,
at
least
twenty-five
percent
of
total
assets
at
the
29
end
of
the
most
recently
completed
fiscal
year,
and
either
30
twenty-five
percent
of
either
income
from
continuing
operations
31
before
taxes
or
twenty-five
percent
of
revenues
from
continuing
32
operations,
in
each
case
for
the
most
recently
completed
fiscal
33
year;
but
no
presumption
that
the
disposition
will
leave
the
34
corporation
without
a
significant
continuing
business
activity
35
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shall
arise
from
the
fact
that
the
corporation’s
continuing
1
business
activity
does
not
equal
or
exceed
any
of
these
2
percentages.
3
2.
To
obtain
the
approval
of
the
shareholders
under
4
subsection
1,
all
of
the
following
shall
apply:
5
a.
The
board
of
directors
shall
first
adopt
a
resolution
6
authorizing
the
disposition.
The
disposition
shall
then
be
7
approved
by
the
shareholders.
In
submitting
the
disposition
8
to
the
shareholders
for
approval,
the
board
of
directors
shall
9
recommend
that
the
shareholders
approve
the
disposition,
unless
10
any
of
the
following
apply:
11
(1)
The
board
of
directors
makes
a
determination
that
12
because
of
conflicts
of
interest
or
other
special
circumstances
13
it
should
not
make
such
a
recommendation.
14
(2)
Section
490.826
applies.
15
b.
If
paragraph
“a”
,
subparagraph
(1)
or
(2),
applies,
the
16
board
shall
inform
the
shareholders
of
the
basis
for
its
so
17
proceeding.
18
3.
The
board
of
directors
may
set
conditions
for
the
19
approval
by
the
shareholders
of
a
disposition
or
the
20
effectiveness
of
the
disposition.
21
4.
If
a
disposition
is
required
to
be
approved
by
the
22
shareholders
under
subsection
1,
and
if
the
approval
is
to
23
be
given
at
a
meeting,
the
corporation
shall
notify
each
24
shareholder,
regardless
of
whether
entitled
to
vote,
of
25
the
meeting
of
shareholders
at
which
the
disposition
is
26
to
be
submitted
for
approval.
The
notice
must
state
that
27
the
purpose,
or
one
of
the
purposes,
of
the
meeting
is
to
28
consider
the
disposition
and
must
contain
a
description
of
29
the
disposition,
including
the
terms
and
conditions
of
the
30
disposition
and
the
consideration
to
be
received
by
the
31
corporation.
32
5.
Unless
the
articles
of
incorporation,
bylaws,
or
the
33
board
of
directors
acting
pursuant
to
subsection
3
require
34
a
greater
vote
or
a
greater
quorum,
the
approval
of
a
35
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disposition
by
the
shareholders
shall
require
the
approval
1
of
the
shareholders
at
a
meeting
at
which
a
quorum
exists
2
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
3
the
disposition.
4
6.
After
a
disposition
has
been
approved
by
the
shareholders
5
under
this
subchapter,
and
at
any
time
before
the
disposition
6
has
been
consummated,
it
may
be
abandoned
by
the
corporation
7
without
action
by
the
shareholders,
subject
to
any
contractual
8
rights
of
other
parties
to
the
disposition.
9
7.
A
disposition
of
assets
in
the
course
of
dissolution
10
under
subchapter
XIV
is
not
governed
by
this
section.
11
8.
The
assets
of
a
direct
or
indirect
consolidated
12
subsidiary
shall
be
deemed
to
be
the
assets
of
the
parent
13
corporation
for
the
purposes
of
this
section.
14
Sec.
155.
Section
490.1301,
Code
2020,
is
amended
by
15
striking
the
section
and
inserting
in
lieu
thereof
the
16
following:
17
490.1301
Subchapter
definitions.
18
As
used
in
this
subchapter:
19
1.
“Affiliate”
means
a
person
that
directly
or
indirectly
20
through
one
or
more
intermediaries
controls,
is
controlled
by,
21
or
is
under
common
control
with
another
person
or
is
a
senior
22
executive
of
such
person.
For
purposes
of
section
490.1302,
23
subsection
2,
paragraph
“d”
,
a
person
is
deemed
to
be
an
24
affiliate
of
its
senior
executives.
25
2.
“Corporation”
means
the
domestic
corporation
that
is
the
26
issuer
of
the
shares
held
by
a
shareholder
demanding
appraisal
27
and,
for
matters
covered
in
sections
490.1322
through
490.1331,
28
“corporation”
includes
the
survivor
of
a
merger.
29
3.
“Fair
value”
means
the
value
of
the
corporation’s
shares
30
determined
according
to
the
following:
31
a.
Immediately
before
the
effectiveness
of
the
corporate
32
action
to
which
the
shareholder
objects.
33
b.
Using
customary
and
current
valuation
concepts
and
34
techniques
generally
employed
for
similar
businesses
in
the
35
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context
of
the
transaction
requiring
appraisal.
1
c.
Without
discounting
for
lack
of
marketability
or
minority
2
status
except,
if
appropriate,
for
amendments
to
the
articles
3
of
incorporation
pursuant
to
section
490.1302,
subsection
1,
4
paragraph
“d”
.
5
4.
“Interest”
means
interest
from
the
date
the
corporate
6
action
becomes
effective
until
the
date
of
payment,
at
the
rate
7
of
interest
on
judgments
in
this
state
on
the
effective
date
8
of
the
corporate
action.
9
5.
“Interested
transaction”
means
a
corporate
action
10
described
in
section
490.1302,
subsection
1,
other
than
a
11
merger
pursuant
to
section
490.1105,
involving
an
interested
12
person
in
which
any
of
the
shares
or
assets
of
the
corporation
13
are
being
acquired
or
converted.
As
used
in
this
subsection:
14
a.
“Beneficial
owner”
means
any
person
who,
directly
15
or
indirectly,
through
any
contract,
arrangement,
or
16
understanding,
other
than
a
revocable
proxy,
has
or
shares
the
17
power
to
vote,
or
to
direct
the
voting
of,
shares;
except
that
18
a
member
of
a
national
securities
exchange
is
not
deemed
to
be
19
a
beneficial
owner
of
securities
held
directly
or
indirectly
20
by
it
on
behalf
of
another
person
if
the
member
is
precluded
21
by
the
rules
of
the
exchange
from
voting
without
instruction
22
on
contested
matters
or
matters
that
may
affect
substantially
23
the
rights
or
privileges
of
the
holders
of
the
securities
to
24
be
voted.
When
two
or
more
persons
agree
to
act
together
for
25
the
purpose
of
voting
their
shares
of
the
corporation,
each
26
member
of
the
group
formed
thereby
is
deemed
to
have
acquired
27
beneficial
ownership,
as
of
the
date
of
the
agreement,
of
all
28
shares
having
voting
power
of
the
corporation
beneficially
29
owned
by
any
member
of
the
group.
30
b.
“Excluded
shares”
means
shares
acquired
pursuant
to
an
31
offer
for
all
shares
having
voting
power
if
the
offer
was
made
32
within
one
year
before
the
corporate
action
for
consideration
33
of
the
same
kind
and
of
a
value
equal
to
or
less
than
that
paid
34
in
connection
with
the
corporate
action.
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c.
“Interested
person”
means
a
person,
or
an
affiliate
of
a
1
person,
who
at
any
time
during
the
one-year
period
immediately
2
preceding
approval
by
the
board
of
directors
of
the
corporate
3
action
was
or
had
any
of
the
following:
4
(1)
Was
the
beneficial
owner
of
twenty
percent
or
more
of
5
the
voting
power
of
the
corporation,
other
than
as
owner
of
6
excluded
shares.
7
(2)
Had
the
power,
contractually
or
otherwise,
other
than
as
8
owner
of
excluded
shares,
to
cause
the
appointment
or
election
9
of
twenty-five
percent
or
more
of
the
directors
to
the
board
of
10
directors
of
the
corporation.
11
(3)
Was
a
senior
executive
or
director
of
the
corporation
12
or
a
senior
executive
of
any
affiliate
of
the
corporation,
and
13
that
senior
executive
or
director
will
receive,
as
a
result
14
of
the
corporate
action,
a
financial
benefit
not
generally
15
available
to
other
shareholders
as
such,
other
than
any
of
the
16
following:
17
(a)
Employment,
consulting,
retirement,
or
similar
benefits
18
established
separately
and
not
as
part
of
or
in
contemplation
19
of
the
corporate
action.
20
(b)
Employment,
consulting,
retirement,
or
similar
benefits
21
established
in
contemplation
of,
or
as
part
of,
the
corporate
22
action
that
are
not
more
favorable
than
those
existing
before
23
the
corporate
action
or,
if
more
favorable,
that
have
been
24
approved
on
behalf
of
the
corporation
in
the
same
manner
as
is
25
provided
in
section
490.862.
26
(c)
In
the
case
of
a
director
of
the
corporation
who
will,
27
in
the
corporate
action,
become
a
director
or
governor
of
the
28
acquiror
or
any
of
its
affiliates,
rights,
and
benefits
as
a
29
director
or
governor
that
are
provided
on
the
same
basis
as
30
those
afforded
by
the
acquiror
generally
to
other
directors
or
31
governors
of
such
entity
or
such
affiliate.
32
6.
“Preferred
shares”
means
a
class
or
series
of
shares
33
whose
holders
have
preference
over
any
other
class
or
series
of
34
shares
with
respect
to
distributions.
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7.
“Senior
executive”
means
the
chief
executive
officer,
1
chief
operating
officer,
chief
financial
officer,
and
any
2
individual
in
charge
of
a
principal
business
unit
or
function.
3
8.
“Shareholder”
means
a
record
shareholder,
a
beneficial
4
shareholder,
and
a
voting
trust
beneficial
owner.
5
Sec.
156.
Section
490.1302,
Code
2020,
is
amended
by
6
striking
the
section
and
inserting
in
lieu
thereof
the
7
following:
8
490.1302
Right
to
appraisal.
9
1.
A
shareholder
is
entitled
to
appraisal
rights,
and
to
10
obtain
payment
of
the
fair
value
of
that
shareholder’s
shares,
11
in
the
event
of
any
of
the
following
corporate
actions:
12
a.
Consummation
of
a
merger
to
which
the
corporation
is
a
13
party
if
any
of
the
following
apply:
14
(1)
Shareholder
approval
is
required
for
the
merger
by
15
section
490.1104
or
would
be
required
but
for
the
provisions
of
16
section
490.1104,
subsection
10,
except
that
appraisal
rights
17
shall
not
be
available
to
any
shareholder
of
the
corporation
18
with
respect
to
shares
of
any
class
or
series
that
remain
19
outstanding
after
consummation
of
the
merger.
20
(2)
The
corporation
is
a
subsidiary
and
the
merger
is
21
governed
by
section
490.1105.
22
b.
Consummation
of
a
share
exchange
to
which
the
corporation
23
is
a
party
the
shares
of
which
will
be
acquired,
except
that
24
appraisal
rights
shall
not
be
available
to
any
shareholder
of
25
the
corporation
with
respect
to
any
class
or
series
of
shares
26
of
the
corporation
that
is
not
acquired
in
the
share
exchange.
27
c.
Consummation
of
a
disposition
of
assets
pursuant
to
28
section
490.1202
if
the
shareholder
is
entitled
to
vote
on
29
the
disposition,
except
that
appraisal
rights
shall
not
be
30
available
to
any
shareholder
of
the
corporation
with
respect
to
31
shares
of
any
class
or
series
if
all
of
the
following
apply:
32
(1)
Under
the
terms
of
the
corporate
action
approved
by
the
33
shareholders
there
is
to
be
distributed
to
shareholders
in
cash
34
the
corporation’s
net
assets,
in
excess
of
a
reasonable
amount
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reserved
to
meet
claims
of
the
type
described
in
sections
1
490.1406
and
490.1407,
if
the
distribution
is
made
subject
to
2
all
of
the
following:
3
(a)
Within
one
year
after
the
shareholders’
approval
of
the
4
action.
5
(b)
In
accordance
with
the
shareholders’
respective
6
interests
determined
at
the
time
of
distribution.
7
(2)
The
disposition
of
assets
is
not
an
interested
8
transaction.
9
d.
An
amendment
of
the
articles
of
incorporation
with
10
respect
to
a
class
or
series
of
shares
that
reduces
the
number
11
of
shares
of
a
class
or
series
owned
by
the
shareholder
to
a
12
fraction
of
a
share
if
the
corporation
has
the
obligation
or
13
right
to
repurchase
the
fractional
share
so
created.
14
e.
Any
other
merger,
share
exchange,
disposition
of
assets,
15
or
amendment
to
the
articles
of
incorporation,
in
each
case
to
16
the
extent
provided
by
the
articles
of
incorporation,
bylaws,
17
or
a
resolution
of
the
board
of
directors.
18
f.
Consummation
of
a
domestication
pursuant
to
section
19
490.920
if
the
shareholder
does
not
receive
shares
in
the
20
foreign
corporation
resulting
from
the
domestication
that
have
21
terms
as
favorable
to
the
shareholder
in
all
material
respects,
22
and
represent
at
least
the
same
percentage
interest
of
the
23
total
voting
rights
of
the
outstanding
shares
of
the
foreign
24
corporation,
as
the
shares
held
by
the
shareholder
before
the
25
domestication.
26
g.
Consummation
of
a
conversion
of
the
corporation
to
a
27
nonprofit
corporation
pursuant
to
section
490.930.
28
h.
Consummation
of
a
conversion
of
the
corporation
to
an
29
unincorporated
entity
pursuant
to
section
490.930.
30
2.
Notwithstanding
subsection
1,
the
availability
of
31
appraisal
rights
under
subsection
1,
paragraphs
“a”
,
“b”
,
“c”
,
32
“d”
,
“f”
,
and
“h”
,
shall
be
limited
in
accordance
with
the
33
following
provisions:
34
a.
Appraisal
rights
shall
not
be
available
for
the
holders
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of
shares
of
any
class
or
series
of
shares
which
is
any
of
the
1
following:
2
(1)
A
covered
security
under
section
18(b)(1)(A)
or
(B)
of
3
the
federal
Securities
Act
of
1933,
as
amended.
4
(2)
Traded
in
an
organized
market
and
has
at
least
two
5
thousand
shareholders
and
a
market
value
of
at
least
twenty
6
million
dollars,
exclusive
of
the
value
of
such
shares
held
7
by
the
corporation’s
subsidiaries,
senior
executives
and
8
directors,
and
by
any
beneficial
shareholder
and
any
voting
9
trust
beneficial
owner
owning
more
than
ten
percent
of
such
10
shares.
11
(3)
Issued
by
an
open-end
management
investment
company
12
registered
with
the
United
States
securities
and
exchange
13
commission
under
the
federal
Investment
Company
Act
of
1940,
15
14
U.S.C.
§80a-1
et
seq.,
and
which
may
be
redeemed
at
the
option
15
of
the
holder
at
net
asset
value.
16
b.
The
applicability
of
paragraph
“a”
shall
be
determined
17
according
to
the
following:
18
(1)
The
record
date
fixed
to
determine
the
shareholders
19
entitled
to
receive
notice
of
the
meeting
of
shareholders
to
20
act
upon
the
corporate
action
requiring
appraisal
rights
or
21
in
the
case
of
an
offer
made
pursuant
to
section
490.1104,
22
subsection
10,
the
date
of
such
offer.
23
(2)
If
there
is
no
meeting
of
shareholders
and
no
offer
made
24
pursuant
to
section
490.1104,
subsection
10,
the
day
before
the
25
consummation
of
the
corporate
action
or
effective
date
of
the
26
amendment
of
the
articles
of
incorporation,
as
applicable.
27
c.
Paragraph
“a”
shall
not
be
applicable
and
appraisal
28
rights
shall
be
available
pursuant
to
subsection
1
under
the
29
following
circumstances:
30
(1)
For
the
holders
of
any
class
or
series
of
shares
who
31
are
required
by
the
terms
of
the
corporate
action
requiring
32
appraisal
rights
to
accept
for
such
shares
anything
other
than
33
cash
or
shares
of
any
class
or
any
series
of
shares
of
any
34
corporation,
or
any
other
proprietary
interest
of
any
other
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entity,
that
satisfies
the
standards
set
forth
in
paragraph
“a”
,
1
at
the
time
the
corporate
action
becomes
effective.
2
(2)
For
the
holders
of
any
class
or
series
of
shares,
in
the
3
case
of
the
consummation
of
a
disposition
of
assets
pursuant
4
to
section
490.1202,
unless
the
cash,
shares,
or
proprietary
5
interests
received
in
the
disposition
are,
under
the
terms
6
of
the
corporate
action
approved
by
the
shareholders,
to
be
7
distributed
to
the
shareholders,
as
part
of
a
distribution
to
8
shareholders
of
the
net
assets
of
the
corporation
in
excess
of
9
a
reasonable
amount
to
meet
claims
of
the
type
described
in
10
sections
490.1406
and
490.1407,
if
the
distribution
is
made
11
subject
to
all
of
the
following:
12
(a)
Within
one
year
after
the
shareholders’
approval
of
the
13
action.
14
(b)
In
accordance
with
the
shareholders’
respective
15
interests
determined
at
the
time
of
the
distribution.
16
d.
Paragraph
“a”
shall
not
be
applicable
and
appraisal
17
rights
shall
be
available
pursuant
to
subsection
1
for
the
18
holders
of
any
class
or
series
of
shares
where
the
corporate
19
action
is
an
interested
transaction.
20
3.
Notwithstanding
any
other
provision
of
this
section,
the
21
articles
of
incorporation
as
originally
filed
or
any
amendment
22
to
the
articles
of
incorporation
may
limit
or
eliminate
23
appraisal
rights
for
any
class
or
series
of
preferred
shares,
24
except
that
the
following
shall
apply:
25
a.
Except
as
provided
in
paragraph
“b”
,
no
such
limitation
26
or
elimination
shall
be
effective
if
the
class
or
series
does
27
not
have
the
right
to
vote
separately
as
a
voting
group,
alone
28
or
as
part
of
a
group,
on
the
action
or
if
the
action
is
a
29
conversion
under
section
490.930,
or
a
merger
having
a
similar
30
effect
as
a
conversion
in
which
the
converted
entity
is
an
31
eligible
entity.
32
b.
Any
such
limitation
or
elimination
contained
in
an
33
amendment
to
the
articles
of
incorporation
that
limits
or
34
eliminates
appraisal
rights
for
any
of
such
shares
that
are
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outstanding
immediately
before
the
effective
date
of
such
1
amendment
or
that
the
corporation
is
or
may
be
required
to
2
issue
or
sell
thereafter
pursuant
to
any
conversion,
exchange,
3
or
other
right
existing
immediately
before
the
effective
date
4
of
such
amendment,
shall
not
apply
to
any
corporate
action
that
5
becomes
effective
within
one
year
after
the
effective
date
of
6
such
amendment
if
such
action
would
otherwise
afford
appraisal
7
rights.
8
Sec.
157.
Section
490.1303,
Code
2020,
is
amended
by
9
striking
the
section
and
inserting
in
lieu
thereof
the
10
following:
11
490.1303
Assertion
of
rights
by
nominees
and
beneficial
12
shareholders.
13
1.
A
record
shareholder
may
assert
appraisal
rights
14
as
to
fewer
than
all
the
shares
registered
in
the
record
15
shareholder’s
name
but
owned
by
a
beneficial
shareholder
and
a
16
voting
trust
beneficial
owner
only
if
the
record
shareholder
17
objects
with
respect
to
all
shares
of
a
class
or
series
owned
18
by
the
beneficial
shareholder
and
the
voting
trust
beneficial
19
owner
and
notifies
the
corporation
in
writing
of
the
name
20
and
address
of
each
beneficial
shareholder
and
voting
trust
21
beneficial
owner
on
whose
behalf
appraisal
rights
are
being
22
asserted.
The
rights
of
a
record
shareholder
who
asserts
23
appraisal
rights
for
only
part
of
the
shares
held
of
record
in
24
the
record
shareholder’s
name
under
this
subsection
shall
be
25
determined
as
if
the
shares
as
to
which
the
record
shareholder
26
objects
and
the
record
shareholder’s
other
shares
were
27
registered
in
the
names
of
different
record
shareholders.
28
2.
A
beneficial
shareholder
and
a
voting
trust
beneficial
29
owner
may
assert
appraisal
rights
as
to
shares
of
any
class
30
or
series
held
on
behalf
of
the
shareholder
only
if
such
31
shareholder
does
all
of
the
following:
32
a.
Submits
to
the
corporation
the
record
shareholder’s
33
written
consent
to
the
assertion
of
such
rights
no
later
34
than
the
date
referred
to
in
section
490.1322,
subsection
2,
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paragraph
“b”
,
subparagraph
(2).
1
b.
Does
so
with
respect
to
all
shares
of
the
class
or
series
2
that
are
beneficially
owned
by
the
beneficial
shareholder
and
3
the
voting
trust
beneficial
owner.
4
Sec.
158.
Section
490.1320,
Code
2020,
is
amended
by
5
striking
the
section
and
inserting
in
lieu
thereof
the
6
following:
7
490.1320
Notice
of
appraisal
rights.
8
1.
Where
any
corporate
action
specified
in
section
9
490.1302,
subsection
1,
is
to
be
submitted
to
a
vote
at
a
10
shareholders’
meeting,
the
meeting
notice,
or
where
no
approval
11
of
such
action
is
required
pursuant
to
section
490.1104,
12
subsection
10,
the
offer
made
pursuant
to
that
section,
must
13
state
that
the
corporation
has
concluded
that
appraisal
rights
14
are,
are
not,
or
may
be
available
under
this
subchapter.
If
15
the
corporation
concludes
that
appraisal
rights
are
or
may
be
16
available,
a
copy
of
this
subchapter
must
accompany
the
meeting
17
notice
or
offer
sent
to
those
record
shareholders
entitled
to
18
exercise
appraisal
rights.
19
2.
In
a
merger
pursuant
to
section
490.1105,
the
parent
20
entity
shall
notify
in
writing
all
record
shareholders
of
the
21
subsidiary
who
are
entitled
to
assert
appraisal
rights
that
the
22
corporate
action
became
effective.
Such
notice
shall
be
sent
23
within
ten
days
after
the
corporate
action
became
effective
and
24
include
the
materials
described
in
section
490.1322.
25
3.
Where
any
corporate
action
specified
in
section
26
490.1302,
subsection
1,
is
to
be
approved
by
written
consent
27
of
the
shareholders
pursuant
to
section
490.704,
all
of
the
28
following
apply:
29
a.
Written
notice
that
appraisal
rights
are,
are
not,
or
may
30
be
available
shall
be
sent
to
each
record
shareholder
from
whom
31
a
consent
is
solicited
at
the
time
consent
of
such
shareholder
32
is
first
solicited
and,
if
the
corporation
has
concluded
that
33
appraisal
rights
are
or
may
be
available,
the
notice
must
be
34
accompanied
by
a
copy
of
this
subchapter.
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b.
Written
notice
that
appraisal
rights
are,
are
not,
or
1
may
be
available
must
be
delivered
together
with
the
notice
to
2
nonconsenting
and
nonvoting
shareholders
required
by
section
3
490.704,
subsections
5
and
6,
may
include
the
materials
4
described
in
section
490.1322,
and,
if
the
corporation
has
5
concluded
that
appraisal
rights
are
or
may
be
available,
must
6
be
accompanied
by
a
copy
of
this
subchapter.
7
4.
Where
corporate
action
described
in
section
490.1302,
8
subsection
1,
is
proposed,
or
a
merger
pursuant
to
section
9
490.1105
is
effected,
the
notice
referred
to
in
subsection
1
10
or
3,
if
the
corporation
concludes
that
appraisal
rights
are
11
or
may
be
available,
and
in
subsection
2
must
be
accompanied
12
by
all
of
the
following:
13
a.
Financial
statements
of
the
corporation
that
issued
14
the
shares
that
may
be
subject
to
appraisal,
consisting
of
a
15
balance
sheet
as
of
the
end
of
a
fiscal
year
ending
not
more
16
than
sixteen
months
before
the
date
of
the
notice,
an
income
17
statement
for
that
year,
and
a
cash
flow
statement
for
that
18
year;
provided
that,
if
such
financial
statements
are
not
19
reasonably
available,
the
corporation
shall
provide
reasonably
20
equivalent
financial
information.
21
b.
The
latest
interim
financial
statements
of
such
22
corporation,
if
any.
23
5.
The
right
to
receive
the
information
described
in
24
subsection
4
may
be
waived
in
writing
by
a
shareholder
before
25
or
after
the
corporate
action.
26
Sec.
159.
Section
490.1321,
Code
2020,
is
amended
by
27
striking
the
section
and
inserting
in
lieu
thereof
the
28
following:
29
490.1321
Notice
of
intent
to
demand
payment
and
consequences
30
of
voting
or
consenting.
31
1.
If
a
corporate
action
specified
in
section
490.1302,
32
subsection
1,
is
submitted
to
a
vote
at
a
shareholders’
33
meeting,
a
shareholder
who
wishes
to
assert
appraisal
rights
34
with
respect
to
any
class
or
series
of
shares
must
do
all
of
the
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following:
1
a.
Deliver
to
the
corporation,
before
the
vote
is
taken,
2
written
notice
of
the
shareholder’s
intent
to
demand
payment
if
3
the
proposed
action
is
effectuated.
4
b.
Not
vote,
or
cause
or
permit
to
be
voted,
any
shares
of
5
such
class
or
series
in
favor
of
the
proposed
action.
6
2.
If
a
corporate
action
specified
in
section
490.1302,
7
subsection
1,
is
to
be
approved
by
written
consent,
a
8
shareholder
who
wishes
to
assert
appraisal
rights
with
respect
9
to
any
class
or
series
of
shares
shall
not
sign
a
consent
in
10
favor
of
the
proposed
action
with
respect
to
that
class
or
11
series
of
shares.
12
3.
If
a
corporate
action
specified
in
section
490.1302,
13
subsection
1,
does
not
require
shareholder
approval
pursuant
to
14
section
490.1104,
subsection
10,
a
shareholder
who
wishes
to
15
assert
appraisal
rights
with
respect
to
any
class
or
series
of
16
shares
must
do
all
of
the
following:
17
a.
Deliver
to
the
corporation
before
the
shares
are
18
purchased
pursuant
to
the
offer
written
notice
of
the
19
shareholder’s
intent
to
demand
payment
if
the
proposed
action
20
is
effected.
21
b.
Not
tender,
or
cause
or
permit
to
be
tendered,
any
shares
22
of
such
class
or
series
in
response
to
such
offer.
23
4.
A
shareholder
who
fails
to
satisfy
the
requirements
of
24
subsection
1,
2,
or
3
is
not
entitled
to
payment
under
this
25
subchapter.
26
Sec.
160.
Section
490.1322,
Code
2020,
is
amended
by
27
striking
the
section
and
inserting
in
lieu
thereof
the
28
following:
29
490.1322
Appraisal
notice
and
form.
30
1.
If
a
corporate
action
requiring
appraisal
rights
31
under
section
490.1302,
subsection
1,
becomes
effective,
the
32
corporation
shall
deliver
a
written
appraisal
notice
and
form
33
required
by
subsection
2,
to
all
shareholders
who
satisfy
the
34
requirements
of
section
490.1321,
subsection
1,
2,
or
3.
In
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the
case
of
a
merger
under
section
490.1105,
the
parent
shall
1
deliver
an
appraisal
notice
and
form
to
all
record
shareholders
2
who
may
be
entitled
to
assert
appraisal
rights.
3
2.
The
appraisal
notice
shall
be
delivered
no
earlier
than
4
the
date
the
corporate
action
specified
in
section
490.1302,
5
subsection
1,
became
effective,
and
no
later
than
ten
days
6
after
such
date,
and
must
do
all
of
the
following:
7
a.
Supply
a
form
that
does
all
of
the
following:
8
(1)
Specifies
the
first
date
of
any
announcement
to
9
shareholders
made
before
the
date
the
corporate
action
became
10
effective
of
the
principal
terms
of
the
proposed
corporate
11
action.
12
(2)
If
such
announcement
was
made,
requires
the
shareholder
13
asserting
appraisal
rights
to
certify
whether
beneficial
14
ownership
of
those
shares
for
which
appraisal
rights
are
15
asserted
was
acquired
before
that
date.
16
(3)
Requires
the
shareholder
asserting
appraisal
rights
to
17
certify
that
such
shareholder
did
not
vote
for
or
consent
to
18
the
transaction
as
to
the
class
or
series
of
shares
for
which
19
appraisal
is
sought.
20
b.
State
all
of
the
following:
21
(1)
Where
the
form
shall
be
sent
and
where
certificates
for
22
certificated
shares
shall
be
deposited
and
the
date
by
which
23
those
certificates
must
be
deposited,
which
date
shall
not
be
24
earlier
than
the
date
by
which
the
corporation
must
receive
the
25
required
form
under
subparagraph
(2).
26
(2)
A
date
by
which
the
corporation
shall
receive
the
27
form,
which
date
shall
not
be
fewer
than
forty
nor
more
than
28
sixty
days
after
the
date
the
appraisal
notice
is
sent
under
29
subsection
1,
and
state
that
the
shareholder
shall
have
waived
30
the
right
to
demand
appraisal
with
respect
to
the
shares
unless
31
the
form
is
received
by
the
corporation
by
such
specified
date.
32
(3)
The
corporation’s
estimate
of
the
fair
value
of
the
33
shares.
34
(4)
That,
if
requested
in
writing,
the
corporation
will
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provide,
to
the
shareholder
so
requesting,
within
ten
days
1
after
the
date
specified
in
subparagraph
(2)
the
number
of
2
shareholders
who
return
the
forms
by
the
specified
date
and
the
3
total
number
of
shares
owned
by
them.
4
(5)
The
date
by
which
the
notice
to
withdraw
under
section
5
490.1323
shall
be
received,
which
date
shall
be
within
twenty
6
days
after
the
date
specified
in
subparagraph
(2).
7
c.
Be
accompanied
by
a
copy
of
this
subchapter.
8
Sec.
161.
Section
490.1323,
Code
2020,
is
amended
by
9
striking
the
section
and
inserting
in
lieu
thereof
the
10
following:
11
490.1323
Perfection
of
rights
——
right
to
withdraw.
12
1.
A
shareholder
who
receives
notice
pursuant
to
section
13
490.1322
and
who
wishes
to
exercise
appraisal
rights
shall
14
sign
and
return
the
form
sent
by
the
corporation
and,
in
15
the
case
of
certificated
shares,
deposit
the
shareholder’s
16
certificates
in
accordance
with
the
terms
of
the
notice
by
the
17
date
referred
to
in
the
notice
pursuant
to
section
490.1322,
18
subsection
2,
paragraph
“b”
,
subparagraph
(2).
In
addition,
19
if
applicable,
the
shareholder
shall
certify
on
the
form
20
whether
the
beneficial
owner
of
such
shares
acquired
beneficial
21
ownership
of
the
shares
before
the
date
required
to
be
set
22
forth
in
the
notice
pursuant
to
section
490.1322,
subsection
23
2,
paragraph
“a”
,
subparagraph
(1).
If
a
shareholder
fails
to
24
make
this
certification,
the
corporation
may
elect
to
treat
the
25
shareholder’s
shares
as
after-acquired
shares
under
section
26
490.1325.
Once
a
shareholder
deposits
that
shareholder’s
27
certificates
or,
in
the
case
of
uncertificated
shares,
returns
28
the
signed
forms,
that
shareholder
loses
all
rights
as
a
29
shareholder,
unless
the
shareholder
withdraws
pursuant
to
30
subsection
2.
31
2.
A
shareholder
who
has
complied
with
subsection
1
may
32
nevertheless
decline
to
exercise
appraisal
rights
and
withdraw
33
from
the
appraisal
process
by
so
notifying
the
corporation
in
34
writing
by
the
date
set
forth
in
the
appraisal
notice
pursuant
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to
section
490.1322,
subsection
2,
paragraph
“b”
,
subparagraph
1
(5).
A
shareholder
who
fails
to
so
withdraw
from
the
appraisal
2
process
shall
not
thereafter
withdraw
without
the
corporation’s
3
written
consent.
4
3.
A
shareholder
who
does
not
sign
and
return
the
form
and,
5
in
the
case
of
certificated
shares,
deposit
that
shareholder’s
6
share
certificates
where
required,
each
by
the
date
set
forth
7
in
the
notice
described
in
section
490.1322,
subsection
2,
8
shall
not
be
entitled
to
payment
under
this
subchapter.
9
Sec.
162.
Section
490.1324,
Code
2020,
is
amended
by
10
striking
the
section
and
inserting
in
lieu
thereof
the
11
following:
12
490.1324
Payment.
13
1.
Except
as
provided
in
section
490.1325,
within
thirty
14
days
after
the
form
required
by
section
490.1322,
subsection
2,
15
paragraph
“b”
,
subparagraph
(2),
is
due,
the
corporation
shall
16
pay
in
cash
to
those
shareholders
who
complied
with
section
17
490.1323,
subsection
1,
the
amount
the
corporation
estimates
to
18
be
the
fair
value
of
their
shares,
plus
interest.
19
2.
The
payment
to
each
shareholder
pursuant
to
subsection
1
20
must
be
accompanied
by
all
of
the
following:
21
a.
(1)
Financial
statements
of
the
corporation
that
issued
22
the
shares
to
be
appraised,
consisting
of
a
balance
sheet
as
23
of
the
end
of
a
fiscal
year
ending
not
more
than
sixteen
months
24
before
the
date
of
payment,
an
income
statement
for
that
year,
25
and
a
cash
flow
statement
for
that
year;
provided
that,
if
26
such
annual
financial
statements
are
not
reasonably
available,
27
the
corporation
shall
provide
reasonably
equivalent
financial
28
information.
29
(2)
The
latest
interim
financial
statements
of
such
30
corporation,
if
any.
31
b.
A
statement
of
the
corporation’s
estimate
of
the
fair
32
value
of
the
shares,
which
estimate
shall
equal
or
exceed
the
33
corporation’s
estimate
given
pursuant
to
section
490.1322,
34
subsection
2,
paragraph
“b”
,
subparagraph
(3).
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c.
A
statement
that
shareholders
described
in
subsection
1
1
have
the
right
to
demand
further
payment
under
section
2
490.1326
and
that
if
any
such
shareholder
does
not
do
so
within
3
the
time
period
specified
in
section
490.1326,
subsection
2,
4
such
shareholder
shall
be
deemed
to
have
accepted
the
payment
5
under
subsection
1
in
full
satisfaction
of
the
corporation’s
6
obligations
under
this
subchapter.
7
Sec.
163.
Section
490.1325,
Code
2020,
is
amended
by
8
striking
the
section
and
inserting
in
lieu
thereof
the
9
following:
10
490.1325
After-acquired
shares.
11
1.
A
corporation
may
elect
to
withhold
payment
required
12
by
section
490.1324
from
any
shareholder
who
was
required
to,
13
but
did
not
certify
that
beneficial
ownership
of
all
of
the
14
shareholder’s
shares
for
which
appraisal
rights
are
asserted
15
was
acquired
before
the
date
set
forth
in
the
appraisal
notice
16
sent
pursuant
to
section
490.1322,
subsection
2,
paragraph
“a”
.
17
2.
If
the
corporation
elected
to
withhold
payment
under
18
subsection
1,
within
thirty
days
after
the
form
required
by
19
section
490.1322,
subsection
2,
paragraph
“b”
,
subparagraph
20
(2),
is
due,
the
corporation
shall
notify
all
shareholders
who
21
are
described
in
subsection
1
regarding
all
of
the
following:
22
a.
Of
the
information
required
by
section
490.1324,
23
subsection
2,
paragraph
“a”
.
24
b.
Of
the
corporation’s
estimate
of
fair
value
pursuant
to
25
section
490.1324,
subsection
2,
paragraph
“b”
.
26
c.
That
they
may
accept
the
corporation’s
estimate
of
fair
27
value,
plus
interest,
in
full
satisfaction
of
their
demands
or
28
demand
appraisal
under
section
490.1326.
29
d.
That
those
shareholders
who
wish
to
accept
such
offer
30
shall
so
notify
the
corporation
of
their
acceptance
of
the
31
corporation’s
offer
within
thirty
days
after
receiving
the
32
offer.
33
e.
That
those
shareholders
who
do
not
satisfy
the
34
requirements
for
demanding
appraisal
under
section
490.1326
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shall
be
deemed
to
have
accepted
the
corporation’s
offer.
1
3.
Within
ten
days
after
receiving
the
shareholder’s
2
acceptance
pursuant
to
subsection
2,
paragraph
“d”
,
the
3
corporation
shall
pay
in
cash
the
amount
it
offered
under
4
subsection
2,
paragraph
“b”
,
plus
interest
to
each
shareholder
5
who
agreed
to
accept
the
corporation’s
offer
in
full
6
satisfaction
of
the
shareholder’s
demand.
7
4.
Within
forty
days
after
delivering
the
notice
described
8
in
subsection
2,
the
corporation
shall
pay
in
cash
the
amount
9
it
offered
to
pay
under
subsection
2,
paragraph
“b”
,
plus
10
interest
to
each
shareholder
described
in
subsection
2,
11
paragraph
“e”
.
12
Sec.
164.
Section
490.1326,
Code
2020,
is
amended
by
13
striking
the
section
and
inserting
in
lieu
thereof
the
14
following:
15
490.1326
Procedure
if
shareholder
dissatisfied
with
payment
16
or
offer.
17
1.
A
shareholder
paid
pursuant
to
section
490.1324
who
is
18
dissatisfied
with
the
amount
of
the
payment
shall
notify
the
19
corporation
in
writing
of
that
shareholder’s
estimate
of
the
20
fair
value
of
the
shares
and
demand
payment
of
that
estimate,
21
less
any
payment
under
section
490.1324
plus
interest.
A
22
shareholder
offered
payment
under
section
490.1325
who
is
23
dissatisfied
with
that
offer
shall
reject
the
offer
and
demand
24
payment
of
the
shareholder’s
stated
estimate
of
the
fair
value
25
of
the
shares
plus
interest.
26
2.
A
shareholder
who
fails
to
notify
the
corporation
27
in
writing
of
that
shareholder’s
demand
to
be
paid
the
28
shareholder’s
stated
estimate
of
the
fair
value
plus
interest
29
under
subsection
1
within
thirty
days
after
receiving
the
30
corporation’s
payment
or
offer
of
payment
under
section
31
490.1324
or
490.1325,
respectively,
waives
the
right
to
demand
32
payment
under
this
section
and
shall
be
entitled
only
to
the
33
payment
made
or
offered
pursuant
to
those
respective
sections.
34
Sec.
165.
Section
490.1330,
Code
2020,
is
amended
by
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striking
the
section
and
inserting
in
lieu
thereof
the
1
following:
2
490.1330
Court
action.
3
1.
If
a
shareholder
makes
a
demand
for
payment
under
4
section
490.1326
which
remains
unsettled,
the
corporation
shall
5
commence
a
proceeding
within
sixty
days
after
receiving
the
6
payment
demand
and
petition
the
court
to
determine
the
fair
7
value
of
the
shares
and
accrued
interest.
If
the
corporation
8
does
not
commence
the
proceeding
within
the
sixty-day
9
period,
it
shall
pay
in
cash
to
each
shareholder
the
amount
10
the
shareholder
demanded
pursuant
to
section
490.1326
plus
11
interest.
12
2.
The
corporation
shall
commence
the
proceeding
in
the
13
district
court
of
the
county
where
the
corporation’s
principal
14
office
or,
if
none,
its
registered
office,
in
this
state
is
15
located.
If
the
corporation
is
a
foreign
corporation
without
16
a
registered
office
in
this
state,
it
shall
commence
the
17
proceeding
in
the
county
in
this
state
where
the
principal
18
office
or
registered
office
of
the
domestic
corporation
merged
19
with
the
foreign
corporation
was
located
at
the
time
of
the
20
transaction.
21
3.
The
corporation
shall
make
all
shareholders,
regardless
22
of
whether
they
are
residents
of
this
state,
whose
demands
23
remain
unsettled
parties
to
the
proceeding
as
in
an
action
24
against
their
shares,
and
all
parties
shall
be
served
with
a
25
copy
of
the
petition.
Nonresidents
may
be
served
by
registered
26
or
certified
mail
or
by
publication
as
provided
by
law.
27
4.
The
jurisdiction
of
the
court
in
which
the
proceeding
28
is
commenced
under
subsection
2
is
plenary
and
exclusive.
29
The
court
may
appoint
one
or
more
persons
as
appraisers
to
30
receive
evidence
and
recommend
a
decision
on
the
question
of
31
fair
value.
The
appraisers
shall
have
the
powers
described
32
in
the
order
appointing
them,
or
in
any
amendment
to
it.
The
33
shareholders
demanding
appraisal
rights
are
entitled
to
the
34
same
discovery
rights
as
parties
in
other
civil
proceedings.
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There
shall
be
no
right
to
a
jury
trial.
1
5.
Each
shareholder
made
a
party
to
the
proceeding
is
2
entitled
to
judgment
for
any
of
the
following:
3
a.
The
amount,
if
any,
by
which
the
court
finds
the
fair
4
value
of
the
shareholder’s
shares
exceeds
the
amount
paid
5
by
the
corporation
to
the
shareholder
for
such
shares,
plus
6
interest.
7
b.
The
fair
value,
plus
interest,
of
the
shareholder’s
8
shares
for
which
the
corporation
elected
to
withhold
payment
9
under
section
490.1325.
10
Sec.
166.
Section
490.1331,
Code
2020,
is
amended
by
11
striking
the
section
and
inserting
in
lieu
thereof
the
12
following:
13
490.1331
Court
costs
and
expenses.
14
1.
The
court
in
an
appraisal
proceeding
commenced
under
15
section
490.1330
shall
determine
all
court
costs
of
the
16
proceeding,
including
the
reasonable
compensation
and
expenses
17
of
appraisers
appointed
by
the
court.
The
court
shall
assess
18
the
court
costs
against
the
corporation,
except
that
the
court
19
may
assess
court
costs
against
all
or
some
of
the
shareholders
20
demanding
appraisal,
in
amounts
which
the
court
finds
21
equitable,
to
the
extent
the
court
finds
such
shareholders
22
acted
arbitrarily,
vexatiously,
or
not
in
good
faith
with
23
respect
to
the
rights
provided
by
this
subchapter.
24
2.
The
court
in
an
appraisal
proceeding
may
also
assess
the
25
expenses
of
the
respective
parties
in
amounts
the
court
finds
26
equitable,
against
any
of
the
following:
27
a.
The
corporation
and
in
favor
of
any
or
all
shareholders
28
demanding
appraisal
if
the
court
finds
the
corporation
did
29
not
substantially
comply
with
the
requirements
of
sections
30
490.1320,
490.1322,
490.1324,
or
490.1325.
31
b.
Either
the
corporation
or
a
shareholder
demanding
32
appraisal,
in
favor
of
any
other
party,
if
the
court
finds
that
33
the
party
against
whom
expenses
are
assessed
acted
arbitrarily,
34
vexatiously,
or
not
in
good
faith
with
respect
to
the
rights
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provided
by
this
subchapter.
1
3.
If
the
court
in
an
appraisal
proceeding
finds
that
2
the
expenses
incurred
by
any
shareholder
were
of
substantial
3
benefit
to
other
shareholders
similarly
situated
and
that
such
4
expenses
should
not
be
assessed
against
the
corporation,
the
5
court
may
direct
that
such
expenses
be
paid
out
of
the
amounts
6
awarded
the
shareholders
who
were
benefited.
7
4.
To
the
extent
the
corporation
fails
to
make
a
required
8
payment
pursuant
to
section
490.1324,
490.1325,
or
490.1326,
9
the
shareholder
may
sue
directly
for
the
amount
owed,
and
to
10
the
extent
successful,
shall
be
entitled
to
recover
from
the
11
corporation
all
expenses
of
the
suit.
12
Sec.
167.
Section
490.1340,
Code
2020,
is
amended
by
13
striking
the
section
and
inserting
in
lieu
thereof
the
14
following:
15
490.1340
Other
remedies
limited.
16
1.
The
legality
of
a
proposed
or
completed
corporate
17
action
described
in
section
490.1302,
subsection
1,
shall
not
18
be
contested,
nor
may
the
corporate
action
be
enjoined,
set
19
aside,
or
rescinded,
in
a
legal
or
equitable
proceeding
by
a
20
shareholder
after
the
shareholders
have
approved
the
corporate
21
action.
22
2.
Subsection
1
does
not
apply
to
a
corporate
action
that
23
meets
any
of
the
following
conditions:
24
a.
Was
not
authorized
and
approved
in
accordance
with
the
25
applicable
provisions
of
any
of
the
following:
26
(1)
Subchapter
IX,
X,
XI,
or
XII.
27
(2)
The
articles
of
incorporation
or
bylaws.
28
(3)
The
resolution
of
the
board
of
directors
authorizing
the
29
corporate
action.
30
b.
Was
procured
as
a
result
of
fraud,
a
material
31
misrepresentation,
or
an
omission
of
a
material
fact
necessary
32
to
make
statements
made,
in
light
of
the
circumstances
in
which
33
they
were
made,
not
misleading.
34
c.
Is
an
interested
transaction,
unless
it
has
been
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recommended
by
the
board
of
directors
in
the
same
manner
as
1
is
provided
in
section
490.862
and
has
been
approved
by
the
2
shareholders
in
the
same
manner
as
is
provided
in
section
3
490.863
as
if
the
interested
transaction
were
a
director’s
4
conflicting
interest
transaction.
5
d.
Is
approved
by
less
than
unanimous
consent
of
the
6
voting
shareholders
pursuant
to
section
490.704
if
all
of
the
7
following
apply:
8
(1)
The
challenge
to
the
corporate
action
is
brought
by
a
9
shareholder
who
did
not
consent
and
as
to
whom
notice
of
the
10
approval
of
the
corporate
action
was
not
effective
at
least
ten
11
days
before
the
corporate
action
was
effected.
12
(2)
The
proceeding
challenging
the
corporate
action
is
13
commenced
within
ten
days
after
notice
of
the
approval
of
the
14
corporate
action
is
effective
as
to
the
shareholder
bringing
15
the
proceeding.
16
Sec.
168.
Section
490.1402,
Code
2020,
is
amended
by
17
striking
the
section
and
inserting
in
lieu
thereof
the
18
following:
19
490.1402
Dissolution
by
board
of
directors
and
shareholders.
20
1.
The
board
of
directors
may
propose
dissolution
for
21
submission
to
the
shareholders
by
first
adopting
a
resolution
22
authorizing
the
dissolution.
23
2.
a.
For
a
proposal
to
dissolve
to
be
adopted,
it
shall
24
then
be
approved
by
the
shareholders.
In
submitting
the
25
proposal
to
dissolve
to
the
shareholders
for
approval,
the
26
board
of
directors
shall
recommend
that
the
shareholders
27
approve
the
dissolution,
unless
any
of
the
following
apply:
28
(1)
The
board
of
directors
determines
that
because
of
29
conflict
of
interest
or
other
special
circumstances
it
should
30
make
no
recommendation.
31
(2)
Section
490.826
applies.
32
b.
If
paragraph
“a”
,
subparagraph
(1)
or
(2),
applies,
the
33
board
shall
inform
the
shareholders
of
the
basis
for
its
so
34
proceeding.
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3.
The
board
of
directors
may
set
conditions
for
the
1
approval
of
the
proposal
for
dissolution
by
shareholders
or
the
2
effectiveness
of
the
dissolution.
3
4.
If
the
approval
of
the
shareholders
is
to
be
given
at
4
a
meeting,
the
corporation
shall
notify
each
shareholder,
5
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
6
shareholders
at
which
the
dissolution
is
to
be
submitted
for
7
approval.
The
notice
must
state
that
the
purpose,
or
one
of
8
the
purposes,
of
the
meeting
is
to
consider
dissolving
the
9
corporation.
10
5.
Unless
the
articles
of
incorporation,
bylaws,
or
the
11
board
of
directors
acting
pursuant
to
subsection
3
require
a
12
greater
vote,
a
greater
quorum,
or
a
vote
by
voting
groups,
13
adoption
of
the
proposal
to
dissolve
shall
require
the
approval
14
of
the
shareholders
at
a
meeting
at
which
a
quorum
exists
15
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
16
the
proposal
to
dissolve.
17
Sec.
169.
Section
490.1403,
Code
2020,
is
amended
by
18
striking
the
section
and
inserting
in
lieu
thereof
the
19
following:
20
490.1403
Articles
of
dissolution.
21
1.
At
any
time
after
dissolution
is
authorized,
the
22
corporation
may
dissolve
by
delivering
to
the
secretary
of
23
state
for
filing
articles
of
dissolution
setting
forth
all
of
24
the
following:
25
a.
The
name
of
the
corporation.
26
b.
The
date
that
dissolution
was
authorized.
27
c.
If
dissolution
was
approved
by
the
shareholders,
a
28
statement
that
the
proposal
to
dissolve
was
duly
approved
by
29
the
shareholders
in
the
manner
required
by
this
chapter
and
by
30
the
articles
of
incorporation
and
bylaws.
31
2.
The
articles
of
dissolution
shall
take
effect
at
the
32
effective
date
determined
in
accordance
with
section
490.123.
33
A
corporation
is
dissolved
upon
the
effective
date
of
its
34
articles
of
dissolution.
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3.
As
used
in
this
part,
“dissolved
corporation”
means
a
1
corporation
whose
articles
of
dissolution
have
become
effective
2
and
includes
a
successor
entity
to
which
the
remaining
assets
3
of
the
corporation
are
transferred
subject
to
its
liabilities
4
for
purposes
of
liquidation.
5
Sec.
170.
Section
490.1404,
Code
2020,
is
amended
by
6
striking
the
section
and
inserting
in
lieu
thereof
the
7
following:
8
490.1404
Revocation
of
dissolution.
9
1.
A
corporation
may
revoke
its
dissolution
within
one
10
hundred
twenty
days
after
its
effective
date.
11
2.
Revocation
of
dissolution
shall
be
authorized
in
the
12
same
manner
as
the
dissolution
was
authorized
unless
that
13
authorization
permitted
revocation
by
action
of
the
board
of
14
directors
alone,
in
which
event
the
board
of
directors
may
15
revoke
the
dissolution
without
shareholder
action.
16
3.
After
the
revocation
of
dissolution
is
authorized,
17
the
corporation
may
revoke
the
dissolution
by
delivering
to
18
the
secretary
of
state
for
filing
articles
of
revocation
19
of
dissolution,
together
with
a
copy
of
its
articles
of
20
dissolution,
that
set
forth
all
of
the
following:
21
a.
The
name
of
the
corporation.
22
b.
The
effective
date
of
the
dissolution
that
was
revoked.
23
c.
The
date
that
the
revocation
of
dissolution
was
24
authorized.
25
d.
If
the
corporation’s
board
of
directors
or
incorporators
26
revoked
the
dissolution,
a
statement
to
that
effect.
27
e.
If
the
corporation’s
board
of
directors
revoked
a
28
dissolution
as
authorized
by
the
shareholders,
a
statement
that
29
revocation
was
permitted
by
action
by
the
board
of
directors
30
alone
pursuant
to
that
authorization.
31
f.
If
shareholder
action
was
required
to
revoke
the
32
dissolution,
a
statement
that
the
revocation
was
duly
approved
33
by
the
shareholders
in
the
manner
required
by
this
chapter
and
34
by
the
articles
of
incorporation
and
bylaws.
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4.
The
articles
of
revocation
of
dissolution
shall
take
1
effect
at
the
effective
date
determined
in
accordance
with
2
section
490.123.
Revocation
of
dissolution
is
effective
3
upon
the
effective
date
of
the
articles
of
revocation
of
4
dissolution.
5
5.
When
the
revocation
of
dissolution
is
effective,
it
6
relates
back
to
and
takes
effect
as
of
the
effective
date
of
7
the
dissolution
and
the
corporation
resumes
carrying
on
its
8
business
as
if
the
dissolution
had
never
occurred.
9
Sec.
171.
Section
490.1405,
Code
2020,
is
amended
by
10
striking
the
section
and
inserting
in
lieu
thereof
the
11
following:
12
490.1405
Effect
of
dissolution.
13
1.
A
corporation
that
has
dissolved
continues
its
corporate
14
existence
but
the
dissolved
corporation
shall
not
carry
on
any
15
business
except
that
appropriate
to
wind
up
and
liquidate
its
16
business
and
affairs,
including
by
doing
any
of
the
following:
17
a.
Collecting
its
assets.
18
b.
Disposing
of
its
properties
that
will
not
be
distributed
19
in
kind
to
its
shareholders.
20
c.
Discharging
or
making
provision
for
discharging
its
21
liabilities.
22
d.
Making
distributions
of
its
remaining
assets
among
its
23
shareholders
according
to
their
interests.
24
e.
Doing
every
other
act
necessary
to
wind
up
and
liquidate
25
its
business
and
affairs.
26
2.
Dissolution
of
a
corporation
does
not
do
any
of
the
27
following:
28
a.
Transfer
title
to
the
corporation’s
property.
29
b.
Prevent
transfer
of
its
shares
or
securities.
30
c.
Subject
its
directors
or
officers
to
standards
of
conduct
31
different
from
those
prescribed
in
subchapter
VIII.
32
d.
Change
any
of
the
following:
33
(1)
Quorum
or
voting
requirements
for
its
board
of
directors
34
or
shareholders.
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(2)
Provisions
for
selection,
resignation,
or
removal
of
1
its
directors
or
officers
or
both.
2
(3)
Provisions
for
amending
its
bylaws.
3
e.
Prevent
commencement
of
a
proceeding
by
or
against
the
4
corporation
in
its
corporate
name.
5
f.
Abate
or
suspend
a
proceeding
pending
by
or
against
the
6
corporation
on
the
effective
date
of
dissolution.
7
g.
Terminate
the
authority
of
the
registered
agent
of
the
8
corporation.
9
3.
A
distribution
in
liquidation
under
this
section
may
10
only
be
made
by
a
dissolved
corporation.
For
purposes
of
11
determining
the
shareholders
entitled
to
receive
a
distribution
12
in
liquidation,
the
board
of
directors
may
fix
a
record
date
13
for
determining
shareholders
entitled
to
a
distribution
in
14
liquidation,
which
date
shall
not
be
retroactive.
If
the
15
board
of
directors
does
not
fix
a
record
date
for
determining
16
shareholders
entitled
to
a
distribution
in
liquidation,
the
17
record
date
is
the
date
the
board
of
directors
authorizes
the
18
distribution
in
liquidation.
19
Sec.
172.
Section
490.1406,
Code
2020,
is
amended
by
20
striking
the
section
and
inserting
in
lieu
thereof
the
21
following:
22
490.1406
Known
claims
against
dissolved
corporation.
23
1.
A
dissolved
corporation
may
dispose
of
the
known
claims
24
against
it
by
notifying
its
known
claimants
in
writing
of
the
25
dissolution
at
any
time
after
its
effective
date.
26
2.
The
written
notice
must
do
all
of
the
following:
27
a.
Describe
information
that
must
be
included
in
a
claim.
28
b.
Provide
a
mailing
address
where
a
claim
may
be
sent.
29
c.
State
the
deadline,
which
must
not
be
fewer
than
one
30
hundred
twenty
days
after
the
written
notice
is
effective,
by
31
which
the
dissolved
corporation
shall
receive
the
claim.
32
d.
State
that
the
claim
will
be
barred
if
not
received
by
33
the
deadline.
34
3.
A
claim
against
the
dissolved
corporation
is
barred
if
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any
of
the
following
occurs:
1
a.
A
claimant
who
was
given
written
notice
under
subsection
2
2
does
not
deliver
the
claim
to
the
dissolved
corporation
by
3
the
deadline.
4
b.
A
claimant
whose
claim
was
rejected
by
the
dissolved
5
corporation
does
not
commence
a
proceeding
to
enforce
the
claim
6
within
ninety
days
after
the
rejection
notice
is
effective.
7
4.
As
used
in
this
section,
“claim”
does
not
include
a
8
contingent
liability
or
a
claim
based
on
an
event
occurring
9
after
the
effective
date
of
dissolution.
10
Sec.
173.
Section
490.1407,
Code
2020,
is
amended
by
11
striking
the
section
and
inserting
in
lieu
thereof
the
12
following:
13
490.1407
Other
claims
against
dissolved
corporation.
14
1.
A
dissolved
corporation
may
publish
notice
of
its
15
dissolution
and
request
that
persons
with
claims
against
the
16
dissolved
corporation
present
them
in
accordance
with
the
17
notice.
18
2.
The
notice
must
meet
all
of
the
following
requirements:
19
a.
Be
published
in
compliance
with
any
of
the
following:
20
(1)
One
time
in
a
newspaper
of
general
circulation
in
the
21
county
where
the
dissolved
corporation’s
principal
office,
or,
22
if
none
in
this
state,
its
registered
office,
is
or
was
last
23
located.
24
(2)
Be
posted
conspicuously
for
at
least
thirty
days
on
the
25
dissolved
corporation’s
internet
site.
26
b.
Describe
the
information
that
must
be
included
in
a
claim
27
and
provide
a
mailing
address
where
the
claim
may
be
sent.
28
c.
State
that
a
claim
against
the
dissolved
corporation
will
29
be
barred
unless
a
proceeding
to
enforce
the
claim
is
commenced
30
within
three
years
after
the
publication
of
the
notice.
31
3.
If
the
dissolved
corporation
publishes
a
notice
in
32
accordance
with
subsection
2,
the
claim
of
each
of
the
33
following
claimants
is
barred
unless
the
claimant
commences
34
a
proceeding
to
enforce
the
claim
against
the
dissolved
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corporation
within
three
years
after
the
publication
date
of
1
the
notice:
2
a.
A
claimant
who
was
not
given
written
notice
under
section
3
490.1406.
4
b.
A
claimant
whose
claim
was
timely
sent
to
the
dissolved
5
corporation
but
not
acted
on
by
the
corporation.
6
c.
A
claimant
whose
claim
is
contingent
or
based
on
an
event
7
occurring
after
the
effective
date
of
dissolution.
8
4.
A
claim
that
is
not
barred
by
section
490.1406,
9
subsection
2,
or
subsection
3
of
this
section,
may
be
enforced
10
in
any
of
the
following
ways:
11
a.
Against
the
dissolved
corporation,
to
the
extent
of
its
12
undistributed
assets.
13
b.
Except
as
provided
in
section
490.1408,
subsection
4,
14
if
the
assets
have
been
distributed
in
liquidation,
against
15
a
shareholder
of
the
dissolved
corporation
to
the
extent
of
16
the
shareholder’s
pro
rata
share
of
the
claim
or
the
corporate
17
assets
distributed
to
the
shareholder
in
liquidation,
whichever
18
is
less,
but
a
shareholder’s
total
liability
for
all
claims
19
under
this
section
shall
not
exceed
the
total
amount
of
assets
20
distributed
to
the
shareholder
in
liquidation.
21
Sec.
174.
Section
490.1409,
Code
2020,
is
amended
by
22
striking
the
section
and
inserting
in
lieu
thereof
the
23
following:
24
490.1409
Director
duties.
25
1.
Directors
shall
cause
the
dissolved
corporation
to
26
discharge
or
make
reasonable
provision
for
the
payment
of
27
claims
and
make
distributions
in
liquidation
of
assets
to
28
shareholders
after
payment
or
provision
for
claims.
29
2.
Directors
of
a
dissolved
corporation
which
has
disposed
30
of
claims
under
section
490.1406,
490.1407,
or
490.1408
shall
31
not
be
liable
for
breach
of
subsection
1
with
respect
to
claims
32
against
the
dissolved
corporation
that
are
barred
or
satisfied
33
under
section
490.1406,
490.1407,
or
490.1408.
34
Sec.
175.
Section
490.1420,
Code
2020,
is
amended
by
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striking
the
section
and
inserting
in
lieu
thereof
the
1
following:
2
490.1420
Grounds
for
administrative
dissolution.
3
The
secretary
of
state
may
commence
a
proceeding
under
4
section
490.1421
to
dissolve
a
corporation
administratively,
5
if
any
of
the
following
apply:
6
1.
The
corporation
does
not
pay
within
sixty
days
after
they
7
are
due
any
fees,
taxes,
interest,
or
penalties
imposed
by
this
8
chapter
or
other
laws
of
this
state.
9
2.
The
corporation
does
not
deliver
its
biennial
report
to
10
the
secretary
of
state
within
sixty
days
after
it
is
due.
11
3.
The
corporation
is
without
a
registered
agent
or
12
registered
office
in
this
state
for
sixty
days
or
more.
13
4.
The
secretary
of
state
has
not
been
notified
within
sixty
14
days
that
the
corporation’s
registered
agent
or
registered
15
office
has
been
changed,
that
its
registered
agent
has
16
resigned,
or
that
its
registered
office
has
been
discontinued.
17
5.
The
corporation’s
period
of
duration
stated
in
its
18
articles
of
incorporation
expires.
19
Sec.
176.
Section
490.1421,
Code
2020,
is
amended
by
20
striking
the
section
and
inserting
in
lieu
thereof
the
21
following:
22
490.1421
Procedure
for
and
effect
of
administrative
23
dissolution.
24
1.
If
the
secretary
of
state
determines
that
one
or
25
more
grounds
exist
under
section
490.1420
for
dissolving
a
26
corporation,
the
secretary
of
state
shall
serve
the
corporation
27
with
written
notice
of
such
determination
under
section
28
490.504.
29
2.
If
the
corporation
does
not
correct
each
ground
for
30
dissolution
or
demonstrate
to
the
reasonable
satisfaction
of
31
the
secretary
of
state
that
each
ground
determined
by
the
32
secretary
of
state
does
not
exist
within
sixty
days
after
33
service
of
the
notice
under
section
490.504,
the
secretary
34
of
state
shall
administratively
dissolve
the
corporation
by
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signing
a
certificate
of
dissolution
that
recites
the
ground
or
1
grounds
for
dissolution
and
its
effective
date.
The
secretary
2
of
state
shall
file
the
original
of
the
certificate
and
serve
a
3
copy
on
the
corporation
under
section
490.504.
4
3.
A
corporation
administratively
dissolved
continues
5
its
corporate
existence
but
shall
not
carry
on
any
business
6
except
that
necessary
to
wind
up
and
liquidate
its
business
7
and
affairs
under
section
490.1405
and
notify
claimants
under
8
sections
490.1406
and
490.1407.
9
4.
The
administrative
dissolution
of
a
corporation
does
not
10
terminate
the
authority
of
its
registered
agent.
11
Sec.
177.
Section
490.1422,
Code
2020,
is
amended
by
12
striking
the
section
and
inserting
in
lieu
thereof
the
13
following:
14
490.1422
Reinstatement
following
administrative
dissolution.
15
1.
A
corporation
administratively
dissolved
under
section
16
490.1421
may
apply
to
the
secretary
of
state
for
reinstatement
17
at
any
time
after
the
effective
date
of
dissolution.
The
18
application
must
meet
all
of
the
following
requirements:
19
a.
State
the
name
of
the
corporation
at
its
date
of
20
dissolution
and
the
effective
date
of
its
administrative
21
dissolution.
22
b.
State
that
the
ground
or
grounds
for
dissolution
either
23
did
not
exist
or
have
been
eliminated.
24
c.
If
the
application
is
received
more
than
five
years
after
25
the
effective
date
of
dissolution,
state
a
corporate
name
that
26
satisfies
the
requirements
of
section
490.401.
27
d.
State
the
federal
tax
identification
number
of
the
28
corporation.
29
2.
a.
The
secretary
of
state
shall
refer
the
federal
30
tax
identification
number
contained
in
the
application
for
31
reinstatement
to
the
departments
of
revenue
and
workforce
32
development.
The
departments
of
revenue
and
workforce
33
development
shall
report
to
the
secretary
of
state
the
tax
34
status
of
the
corporation.
If
either
department
reports
to
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the
secretary
of
state
that
a
filing
delinquency
or
liability
1
exists
against
the
corporation,
the
secretary
of
state
shall
2
not
cancel
the
certificate
of
dissolution
until
the
filing
3
delinquency
or
liability
is
satisfied.
4
b.
(1)
If
the
secretary
of
state
determines
that
the
5
application
contains
the
information
required
by
subsection
6
1,
and
that
a
delinquency
or
liability
reported
pursuant
to
7
paragraph
“a”
has
been
satisfied,
and
that
the
information
is
8
correct,
the
secretary
of
state
shall
cancel
the
certificate
9
of
dissolution
and
prepare
a
certificate
of
reinstatement
10
that
recites
the
secretary
of
state’s
determination
and
the
11
effective
date
of
reinstatement,
file
the
certificate
of
12
reinstatement,
and
deliver
a
copy
to
the
corporation
under
13
section
490.504.
14
(2)
If
the
corporate
name
in
subsection
1,
paragraph
“c”
,
is
15
different
from
the
corporate
name
in
subsection
1,
paragraph
16
“a”
,
the
certificate
of
reinstatement
shall
constitute
an
17
amendment
to
the
articles
of
incorporation
insofar
as
it
18
pertains
to
the
corporate
name.
A
corporation
shall
not
19
relinquish
the
right
to
retain
its
corporate
name
if
the
20
reinstatement
is
effective
within
five
years
of
the
effective
21
date
of
the
corporation’s
dissolution.
22
3.
When
the
reinstatement
is
effective,
it
relates
back
to
23
and
takes
effect
as
of
the
effective
date
of
the
administrative
24
dissolution
as
if
the
administrative
dissolution
had
never
25
occurred.
26
Sec.
178.
Section
490.1423,
Code
2020,
is
amended
by
27
striking
the
section
and
inserting
in
lieu
thereof
the
28
following:
29
490.1423
Appeal
from
denial
of
reinstatement.
30
1.
If
the
secretary
of
state
denies
a
corporation’s
31
application
for
reinstatement
following
administrative
32
dissolution,
the
secretary
of
state
shall
serve
the
corporation
33
under
section
490.504
with
a
written
notice
that
explains
the
34
reason
or
reasons
for
denial.
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2.
The
corporation
may
appeal
the
denial
of
reinstatement
to
1
district
court
within
thirty
days
after
service
of
the
notice
2
of
denial
is
effected.
The
corporation
appeals
by
petitioning
3
the
court
to
set
aside
the
dissolution
and
attaching
to
the
4
petition
copies
of
the
secretary
of
state’s
certificate
of
5
dissolution,
the
corporation’s
application
for
reinstatement,
6
and
the
secretary
of
state’s
notice
of
denial.
7
3.
The
court
may
summarily
order
the
secretary
of
state
to
8
reinstate
the
dissolved
corporation
or
may
take
other
action
9
the
court
considers
appropriate.
10
4.
The
court’s
final
decision
may
be
appealed
as
in
other
11
civil
proceedings.
12
Sec.
179.
Section
490.1430,
Code
2020,
is
amended
by
13
striking
the
section
and
inserting
in
lieu
thereof
the
14
following:
15
490.1430
Grounds
for
judicial
dissolution.
16
1.
The
district
court
may
dissolve
a
corporation
in
any
of
17
the
following
ways:
18
a.
A
proceeding
by
the
attorney
general
if
it
is
established
19
that
any
of
the
following
apply:
20
(1)
The
corporation
obtained
its
articles
of
incorporation
21
through
fraud.
22
(2)
The
corporation
has
continued
to
exceed
or
abuse
the
23
authority
conferred
upon
it
by
law.
24
b.
A
proceeding
by
a
shareholder
if
it
is
established
that
25
any
of
the
following
conditions
exist:
26
(1)
The
directors
are
deadlocked
in
the
management
of
27
the
corporate
affairs,
the
shareholders
are
unable
to
break
28
the
deadlock,
and
irreparable
injury
to
the
corporation
is
29
threatened
or
being
suffered,
or
the
business
and
affairs
of
30
the
corporation
can
no
longer
be
conducted
to
the
advantage
of
31
the
shareholders
generally,
because
of
the
deadlock.
32
(2)
The
directors
or
those
in
control
of
the
corporation
33
have
acted,
are
acting,
or
will
act
in
a
manner
that
is
34
illegal,
oppressive,
or
fraudulent.
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(3)
The
shareholders
are
deadlocked
in
voting
power
and
have
1
failed,
for
a
period
that
includes
at
least
two
consecutive
2
annual
meeting
dates,
to
elect
successors
to
directors
whose
3
terms
have
expired.
4
(4)
The
corporate
assets
are
being
misapplied
or
wasted.
5
c.
A
proceeding
by
a
creditor
if
it
is
established
that
any
6
of
the
following
applies:
7
(1)
The
creditor’s
claim
has
been
reduced
to
judgment,
8
the
execution
on
the
judgment
returned
unsatisfied,
and
the
9
corporation
is
insolvent.
10
(2)
The
corporation
has
admitted
in
writing
that
the
11
creditor’s
claim
is
due
and
owing
and
the
corporation
is
12
insolvent.
13
d.
A
proceeding
by
the
corporation
to
have
its
voluntary
14
dissolution
continued
under
court
supervision.
15
e.
A
proceeding
by
a
shareholder
if
the
corporation
has
16
abandoned
its
business
and
has
failed
within
a
reasonable
time
17
to
liquidate
and
distribute
its
assets
and
dissolve.
18
2.
Subsection
1,
paragraph
“b”
,
shall
not
apply
in
the
19
case
of
a
corporation
that,
on
the
date
of
the
filing
of
the
20
proceeding,
has
a
class
or
series
of
shares
which
is
any
of
the
21
following:
22
a.
A
covered
security
under
section
18(b)(1)(A)
or
(B)
of
23
the
federal
Securities
Act
of
1933.
24
b.
Not
a
covered
security,
but
is
held
by
at
least
three
25
hundred
shareholders
and
the
shares
outstanding
have
a
market
26
value
of
at
least
twenty
million
dollars,
exclusive
of
the
27
value
of
such
shares
held
by
the
corporation’s
subsidiaries,
28
senior
executives,
directors,
and
if
they
own
more
than
ten
29
percent
of
such
shares,
beneficial
shareholders,
and
voting
30
trust
beneficial
owners.
31
3.
a.
As
used
in
subsection
1,
“shareholder”
means
a
record
32
shareholder,
a
beneficial
shareholder,
and
an
unrestricted
33
voting
trust
beneficial
owner.
34
b.
As
used
in
subsection
2,
“shareholder”
means
a
record
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shareholder,
a
beneficial
shareholder,
and
a
voting
trust
1
beneficial
owner.
2
Sec.
180.
Section
490.1431,
Code
2020,
is
amended
by
3
striking
the
section
and
inserting
in
lieu
thereof
the
4
following:
5
490.1431
Procedure
for
judicial
dissolution.
6
1.
Venue
for
a
proceeding
by
the
attorney
general
7
to
dissolve
a
corporation
lies
in
Polk
county.
Venue
8
for
a
proceeding
brought
by
any
other
party
named
in
9
section
490.1430,
subsection
1,
lies
in
the
county
where
a
10
corporation’s
principal
office
or,
if
none
in
this
state,
its
11
registered
office
is
or
was
last
located.
12
2.
It
is
not
necessary
to
make
shareholders
parties
to
a
13
proceeding
to
dissolve
a
corporation
unless
relief
is
sought
14
against
them
individually.
15
3.
A
court
in
a
proceeding
brought
to
dissolve
a
corporation
16
may
issue
injunctions,
appoint
a
receiver
or
custodian
during
17
the
proceeding
with
all
powers
and
duties
the
court
directs,
18
take
other
action
required
to
preserve
the
corporate
assets
19
wherever
located,
and
carry
on
the
business
of
the
corporation
20
until
a
full
hearing
can
be
held.
21
4.
Within
ten
days
of
the
commencement
of
a
proceeding
22
to
dissolve
a
corporation
under
section
490.1430,
subsection
23
1,
paragraph
“b”
,
the
corporation
shall
deliver
to
all
24
shareholders,
other
than
the
petitioner,
a
notice
stating
that
25
the
shareholders
are
entitled
to
avoid
the
dissolution
of
the
26
corporation
by
electing
to
purchase
the
petitioner’s
shares
27
under
section
490.1434,
and
accompanied
by
a
copy
of
section
28
490.1434.
29
Sec.
181.
Section
490.1432,
Code
2020,
is
amended
by
30
striking
the
section
and
inserting
in
lieu
thereof
the
31
following:
32
490.1432
Receivership
or
custodianship.
33
1.
Unless
an
election
to
purchase
has
been
filed
under
34
section
490.1434,
a
court
in
a
judicial
proceeding
brought
to
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dissolve
a
corporation
may
appoint
one
or
more
receivers
to
1
wind
up
and
liquidate,
or
one
or
more
custodians
to
manage,
2
the
business
and
affairs
of
the
corporation.
The
court
shall
3
hold
a
hearing,
after
notifying
all
parties
to
the
proceeding
4
and
any
interested
persons
designated
by
the
court,
before
5
appointing
a
receiver
or
custodian.
The
court
appointing
a
6
receiver
or
custodian
has
jurisdiction
over
the
corporation
and
7
all
of
its
property
wherever
located.
8
2.
The
court
may
appoint
an
individual
or
a
domestic
9
or
foreign
corporation
or
eligible
entity
as
a
receiver
or
10
custodian,
which,
if
a
foreign
corporation
or
foreign
eligible
11
entity,
must
be
registered
to
do
business
in
this
state.
The
12
court
may
require
the
receiver
or
custodian
to
post
bond,
with
13
or
without
sureties,
in
an
amount
the
court
directs.
14
3.
The
court
shall
describe
the
powers
and
duties
of
the
15
receiver
or
custodian
in
its
appointing
order,
which
may
be
16
amended
from
time
to
time.
Among
other
powers
all
of
the
17
following
apply:
18
a.
The
receiver
may
do
any
or
all
of
the
following:
19
(1)
Dispose
of
all
or
any
part
of
the
assets
of
the
20
corporation
wherever
located,
at
a
public
or
private
sale.
21
(2)
Sue
and
defend
in
the
receiver’s
own
name
as
receiver
of
22
the
corporation
in
all
courts
of
this
state.
23
b.
The
custodian
may
exercise
all
of
the
powers
of
the
24
corporation,
through
or
in
place
of
its
board
of
directors,
to
25
the
extent
necessary
to
manage
the
affairs
of
the
corporation
26
in
the
best
interests
of
its
shareholders
and
creditors.
27
c.
The
receiver
or
custodian
shall
have
such
other
powers
28
and
duties
as
the
court
may
provide
in
the
appointing
order,
29
which
may
be
amended
from
time
to
time.
30
4.
The
court
during
a
receivership
may
redesignate
the
31
receiver
a
custodian
and
during
a
custodianship
may
redesignate
32
the
custodian
a
receiver.
33
5.
The
court
from
time
to
time
during
the
receivership
or
34
custodianship
may
order
compensation
paid
and
expenses
paid
or
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reimbursed
to
the
receiver
or
custodian
from
the
assets
of
the
1
corporation
or
proceeds
from
the
sale
of
the
assets.
2
Sec.
182.
Section
490.1434,
Code
2020,
is
amended
by
3
striking
the
section
and
inserting
in
lieu
thereof
the
4
following:
5
490.1434
Election
to
purchase
in
lieu
of
dissolution.
6
1.
In
a
proceeding
under
section
490.1430,
subsection
1,
7
paragraph
“b”
,
to
dissolve
a
corporation,
the
corporation
8
may
elect
or,
if
it
fails
to
elect,
one
or
more
shareholders
9
may
elect
to
purchase
all
shares
owned
by
the
petitioning
10
shareholder
at
the
fair
value
of
the
shares.
An
election
11
pursuant
to
this
section
shall
be
irrevocable
unless
the
court
12
determines
that
it
is
equitable
to
set
aside
or
modify
the
13
election.
14
2.
An
election
to
purchase
pursuant
to
this
section
may
15
be
filed
with
the
court
at
any
time
within
ninety
days
after
16
the
filing
of
the
petition
under
section
490.1430,
subsection
17
1,
paragraph
“b”
,
or
at
such
later
time
as
the
court
in
its
18
discretion
may
allow.
If
the
election
to
purchase
is
filed
19
by
one
or
more
shareholders,
the
corporation
shall,
within
20
ten
days
thereafter,
give
written
notice
to
all
shareholders,
21
other
than
the
petitioner.
The
notice
must
state
the
name
22
and
number
of
shares
owned
by
the
petitioner
and
the
name
and
23
number
of
shares
owned
by
each
electing
shareholder
and
must
24
advise
the
recipients
of
their
right
to
join
in
the
election
to
25
purchase
shares
in
accordance
with
this
section.
Shareholders
26
who
wish
to
participate
shall
file
notice
of
their
intention
27
to
join
in
the
purchase
no
later
than
thirty
days
after
28
the
effectiveness
of
the
notice
to
them.
All
shareholders
29
who
have
filed
an
election
or
notice
of
their
intention
to
30
participate
in
the
election
to
purchase
thereby
become
parties
31
to
the
proceeding
and
shall
participate
in
the
purchase
in
32
proportion
to
their
ownership
of
shares
as
of
the
date
the
33
first
election
was
filed,
unless
they
otherwise
agree
or
the
34
court
otherwise
directs.
After
an
election
has
been
filed
by
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the
corporation
or
one
or
more
shareholders,
the
proceeding
1
under
section
490.1430,
subsection
1,
paragraph
“b”
,
shall
2
not
be
discontinued
or
settled,
nor
shall
the
petitioning
3
shareholder
sell
or
otherwise
dispose
of
the
shareholder’s
4
shares,
unless
the
court
determines
that
it
would
be
equitable
5
to
the
corporation
and
the
shareholders,
other
than
the
6
petitioner,
to
permit
such
discontinuance,
settlement,
sale,
or
7
other
disposition.
8
3.
If,
within
sixty
days
of
the
filing
of
the
first
9
election,
the
parties
reach
agreement
as
to
the
fair
value
10
and
terms
of
purchase
of
the
petitioner’s
shares,
the
court
11
shall
enter
an
order
directing
the
purchase
of
the
petitioner’s
12
shares
upon
the
terms
and
conditions
agreed
to
by
the
parties.
13
4.
If
the
parties
are
unable
to
reach
an
agreement
as
14
provided
for
in
subsection
3,
the
court,
upon
application
of
15
any
party,
shall
stay
the
proceedings
under
section
490.1430,
16
subsection
1,
paragraph
“b”
,
and
determine
the
fair
value
of
17
the
petitioner’s
shares
as
of
the
day
before
the
date
on
which
18
the
petition
under
section
490.1430,
subsection
1,
paragraph
19
“b”
,
was
filed
or
as
of
such
other
date
as
the
court
deems
20
appropriate
under
the
circumstances.
21
5.
Upon
determining
the
fair
value
of
the
shares,
the
22
court
shall
enter
an
order
directing
the
purchase
upon
such
23
terms
and
conditions
as
the
court
deems
appropriate,
which
may
24
include
payment
of
the
purchase
price
in
installments,
where
25
necessary
in
the
interests
of
equity,
provision
for
security
26
to
assure
payment
of
the
purchase
price
and
any
additional
27
expenses
as
may
have
been
awarded,
and,
if
the
shares
are
to
28
be
purchased
by
shareholders,
the
allocation
of
shares
among
29
them.
In
allocating
the
petitioner’s
shares
among
holders
of
30
different
classes
or
series
of
shares,
the
court
should
attempt
31
to
preserve
the
existing
distribution
of
voting
rights
among
32
holders
of
different
classes
or
series
insofar
as
practicable
33
and
may
direct
that
holders
of
a
specific
class
or
classes
or
34
series
shall
not
participate
in
the
purchase.
Interest
may
be
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allowed
at
the
rate
and
from
the
date
determined
by
the
court
1
to
be
equitable,
but
if
the
court
finds
that
the
refusal
of
2
the
petitioning
shareholder
to
accept
an
offer
of
payment
was
3
arbitrary
or
otherwise
not
in
good
faith,
no
interest
shall
be
4
allowed.
If
the
court
finds
that
the
petitioning
shareholder
5
had
probable
grounds
for
relief
under
section
490.1430,
6
subsection
1,
paragraph
“b”
,
subparagraph
(2)
or
(4),
it
may
7
award
expenses
to
the
petitioning
shareholder.
8
6.
Upon
entry
of
an
order
under
subsection
3
or
5,
the
9
court
shall
dismiss
the
petition
to
dissolve
the
corporation
10
under
section
490.1430,
subsection
1,
paragraph
“b”
,
and
the
11
petitioning
shareholder
shall
no
longer
have
any
rights
or
12
status
as
a
shareholder
of
the
corporation,
except
the
right
13
to
receive
the
amounts
awarded
by
the
order
of
the
court
which
14
shall
be
enforceable
in
the
same
manner
as
any
other
judgment.
15
7.
The
purchase
ordered
pursuant
to
subsection
5
shall
be
16
made
within
ten
days
after
the
date
the
order
becomes
final.
17
8.
Any
payment
by
the
corporation
pursuant
to
an
order
under
18
subsection
3
or
5,
other
than
an
award
of
expenses
pursuant
to
19
subsection
5,
is
subject
to
the
provisions
of
section
490.640.
20
Sec.
183.
Section
490.1440,
Code
2020,
is
amended
by
21
striking
the
section
and
inserting
in
lieu
thereof
the
22
following:
23
490.1440
Deposit
with
state
treasurer.
24
Assets
of
a
dissolved
corporation
that
should
be
transferred
25
to
a
creditor,
claimant,
or
shareholder
of
the
corporation
who
26
cannot
be
found
or
who
is
not
competent
to
receive
them
shall
27
be
reduced
to
cash
and
deposited
with
the
treasurer
of
state
28
or
other
appropriate
state
official
for
safekeeping.
When
the
29
creditor,
claimant,
or
shareholder
furnishes
satisfactory
proof
30
of
entitlement
to
the
amount
deposited,
the
treasurer
of
state
31
or
other
appropriate
state
official
shall
pay
such
person,
or
32
the
representative
of
such
person,
that
amount.
33
Sec.
184.
Section
490.1501,
Code
2020,
is
amended
by
34
striking
the
section
and
inserting
in
lieu
thereof
the
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following:
1
490.1501
Governing
law.
2
1.
The
law
of
the
jurisdiction
of
formation
of
a
foreign
3
corporation
governs
all
of
the
following:
4
a.
The
internal
affairs
of
the
foreign
corporation.
5
b.
The
interest
holder
liability
of
its
shareholders.
6
2.
A
foreign
corporation
is
not
precluded
from
registering
7
to
do
business
in
this
state
because
of
any
difference
between
8
the
law
of
the
foreign
corporation’s
jurisdiction
of
formation
9
and
the
law
of
this
state.
10
3.
Registration
of
a
foreign
corporation
to
do
business
in
11
this
state
does
not
permit
the
foreign
corporation
to
engage
in
12
any
business
or
affairs
or
exercise
any
power
that
a
domestic
13
corporation
cannot
lawfully
engage
in
or
exercise
in
this
14
state.
15
Sec.
185.
Section
490.1502,
Code
2020,
is
amended
by
16
striking
the
section
and
inserting
in
lieu
thereof
the
17
following:
18
490.1502
Registration
to
do
business
in
this
state.
19
1.
A
foreign
corporation
shall
not
do
business
in
this
20
state
until
it
registers
with
the
secretary
of
state
under
this
21
chapter.
22
2.
A
foreign
corporation
doing
business
in
this
state
shall
23
not
maintain
a
proceeding
in
any
court
of
this
state
until
it
24
is
registered
to
do
business
in
this
state.
25
3.
The
failure
of
a
foreign
corporation
to
register
to
26
do
business
in
this
state
does
not
impair
the
validity
of
a
27
contract
or
act
of
the
foreign
corporation
or
preclude
it
from
28
defending
a
proceeding
in
this
state.
29
4.
A
limitation
on
the
liability
of
a
shareholder
or
30
director
of
a
foreign
corporation
is
not
waived
solely
because
31
the
foreign
corporation
does
business
in
this
state
without
32
registering.
33
5.
Section
490.1501,
subsection
1,
applies
even
if
a
foreign
34
corporation
fails
to
register
under
this
chapter.
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Sec.
186.
Section
490.1503,
Code
2020,
is
amended
by
1
striking
the
section
and
inserting
in
lieu
thereof
the
2
following:
3
490.1503
Foreign
registration
statement.
4
1.
To
register
to
do
business
in
this
state,
a
foreign
5
corporation
shall
deliver
a
foreign
registration
statement
to
6
the
secretary
of
state
for
filing.
The
registration
statement
7
must
be
signed
by
the
foreign
corporation
and
state
all
of
the
8
following:
9
a.
The
corporate
name
of
the
foreign
corporation
and,
if
the
10
name
does
not
comply
with
section
490.401,
an
alternate
name
as
11
required
by
section
490.1506.
12
b.
The
foreign
corporation’s
jurisdiction
of
formation.
13
c.
The
street
and
mailing
addresses
of
the
foreign
14
corporation’s
principal
office
and,
if
the
law
of
the
foreign
15
corporation’s
jurisdiction
of
formation
requires
the
foreign
16
corporation
to
maintain
an
office
in
that
jurisdiction,
the
17
street
and
mailing
addresses
of
that
office.
18
d.
The
street
and
mailing
addresses
of
the
foreign
19
corporation’s
registered
office
in
this
state
and
the
name
of
20
its
registered
agent
at
that
office.
21
e.
The
names
and
business
addresses
of
its
directors
and
22
principal
officers.
23
2.
The
foreign
corporation
shall
deliver
the
completed
24
foreign
registration
statement
to
the
secretary
of
state,
25
and
also
deliver
to
the
secretary
of
state
a
certificate
of
26
existence
or
a
document
of
similar
import
duly
authenticated
27
by
the
secretary
of
state
or
other
official
having
custody
of
28
corporate
records
in
the
state
or
country
under
whose
law
it
is
29
incorporated
which
is
dated
no
earlier
than
ninety
days
prior
30
to
the
date
the
application
is
filed
with
the
secretary
of
31
state.
32
Sec.
187.
Section
490.1504,
Code
2020,
is
amended
by
33
striking
the
section
and
inserting
in
lieu
thereof
the
34
following:
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490.1504
Amendment
of
foreign
registration
statement.
1
A
registered
foreign
corporation
shall
sign
and
deliver
to
2
the
secretary
of
state
for
filing
an
amendment
to
its
foreign
3
registration
statement
if
there
is
a
change
in
any
of
the
4
following:
5
1.
Its
name
or
alternate
name.
6
2.
Its
jurisdiction
of
formation,
unless
its
registration
7
is
deemed
to
have
been
withdrawn
under
section
490.1508
or
8
transferred
under
section
490.1510.
9
3.
An
address
required
by
section
490.1503,
subsection
1,
10
paragraph
“c”
.
11
Sec.
188.
Section
490.1505,
Code
2020,
is
amended
by
12
striking
the
section
and
inserting
in
lieu
thereof
the
13
following:
14
490.1505
Activities
not
constituting
doing
business.
15
1.
Activities
of
a
foreign
corporation
that
do
not
16
constitute
doing
business
in
this
state
for
purposes
of
this
17
subchapter
include
all
of
the
following:
18
a.
Maintaining,
defending,
mediating,
arbitrating,
or
19
settling
a
proceeding.
20
b.
Carrying
on
any
activity
concerning
the
internal
affairs
21
of
the
foreign
corporation,
including
holding
meetings
of
its
22
shareholders
or
board
of
directors.
23
c.
Maintaining
accounts
in
financial
institutions.
24
d.
Maintaining
offices
or
agencies
for
the
transfer,
25
exchange,
and
registration
of
securities
of
the
foreign
26
corporation
or
maintaining
trustees
or
depositories
with
27
respect
to
those
securities.
28
e.
Selling
through
independent
contractors.
29
f.
Soliciting
or
obtaining
orders
by
any
means
if
the
30
orders
require
acceptance
outside
this
state
before
they
become
31
contracts.
32
g.
Creating
or
acquiring
indebtedness,
mortgages,
or
33
security
interests
in
property.
34
h.
Securing
or
collecting
debts
or
enforcing
mortgages
or
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security
interests
in
property
securing
the
debts,
and
holding,
1
protecting,
or
maintaining
property
so
acquired.
2
i.
Conducting
an
isolated
transaction
that
is
not
in
the
3
course
of
similar
transactions.
4
j.
Owning,
protecting,
and
maintaining
property.
5
k.
Doing
business
in
interstate
commerce.
6
2.
This
section
does
not
apply
in
determining
the
contacts
7
or
activities
that
may
subject
a
foreign
corporation
to
service
8
of
process,
taxation,
or
regulation
under
the
laws
of
this
9
state
other
than
this
chapter.
10
Sec.
189.
Section
490.1506,
Code
2020,
is
amended
by
11
striking
the
section
and
inserting
in
lieu
thereof
the
12
following:
13
490.1506
Noncomplying
name
of
foreign
corporation.
14
1.
A
foreign
corporation
whose
name
does
not
comply
with
15
section
490.401
shall
not
register
to
do
business
in
this
state
16
until
it
adopts,
for
the
purpose
of
doing
business
in
this
17
state,
an
alternate
name
that
complies
with
section
490.401
by
18
filing
a
foreign
registration
statement
under
section
490.1503,
19
or
if
applicable,
a
transfer
of
registration
statement
under
20
section
490.1510,
setting
forth
that
alternate
name.
After
21
registering
to
do
business
in
this
state
with
an
alternate
22
name,
a
foreign
corporation
shall
do
business
in
this
state
23
under
any
of
the
following:
24
a.
The
alternate
name.
25
b.
The
foreign
corporation’s
name,
with
the
addition
of
its
26
jurisdiction
of
formation.
27
2.
If
a
registered
foreign
corporation
changes
its
name
28
after
registration
to
a
name
that
does
not
comply
with
section
29
490.401,
it
shall
not
do
business
in
this
state
until
it
30
complies
with
subsection
1
by
amending
its
registration
31
statement
to
adopt
an
alternate
name
that
complies
with
section
32
490.401.
33
Sec.
190.
Section
490.1507,
Code
2020,
is
amended
by
34
striking
the
section
and
inserting
in
lieu
thereof
the
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following:
1
490.1507
Withdrawal
of
registration
of
registered
foreign
2
corporation.
3
1.
A
registered
foreign
corporation
may
withdraw
its
4
registration
by
delivering
a
statement
of
withdrawal
to
the
5
secretary
of
state
for
filing.
The
statement
of
withdrawal
6
must
be
signed
by
the
foreign
corporation
and
state
all
of
the
7
following:
8
a.
The
name
of
the
foreign
corporation
and
its
jurisdiction
9
of
formation.
10
b.
That
the
foreign
corporation
is
not
doing
business
11
in
this
state
and
that
it
withdraws
its
registration
to
do
12
business
in
this
state.
13
c.
That
the
foreign
corporation
revokes
the
authority
of
its
14
registered
agent
in
this
state.
15
d.
An
address
to
which
process
on
the
foreign
corporation
16
may
be
sent
by
the
secretary
of
state
under
section
490.504,
17
subsection
3.
18
2.
After
the
withdrawal
of
the
registration
of
a
foreign
19
corporation,
service
of
process
in
any
proceeding
based
on
20
a
cause
of
action
arising
during
the
time
the
entity
was
21
registered
to
do
business
in
this
state
may
be
made
as
provided
22
in
section
490.504.
23
Sec.
191.
Section
490.1508,
Code
2020,
is
amended
by
24
striking
the
section
and
inserting
in
lieu
thereof
the
25
following:
26
490.1508
Deemed
withdrawal
upon
domestication
or
conversion
27
to
certain
domestic
entities.
28
A
registered
foreign
corporation
that
domesticates
to
29
a
domestic
business
corporation
or
converts
to
a
domestic
30
nonprofit
corporation
or
any
type
of
domestic
filing
entity
or
31
to
a
domestic
limited
liability
partnership
is
deemed
to
have
32
withdrawn
its
registration
on
the
effectiveness
of
such
event.
33
Sec.
192.
Section
490.1509,
Code
2020,
is
amended
by
34
striking
the
section
and
inserting
in
lieu
thereof
the
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following:
1
490.1509
Withdrawal
upon
dissolution
or
conversion
to
certain
2
nonfiling
entities.
3
1.
A
registered
foreign
corporation
that
has
dissolved
and
4
completed
winding
up
or
has
converted
to
a
domestic
or
foreign
5
nonfiling
entity
other
than
a
limited
liability
partnership
6
shall
deliver
to
the
secretary
of
state
for
filing
a
statement
7
of
withdrawal.
The
statement
must
be
signed
by
the
dissolved
8
corporation
or
the
converted
domestic
or
foreign
nonfiling
9
entity
and
state:
10
a.
In
the
case
of
a
foreign
corporation
that
has
completed
11
winding
up
all
of
the
following:
12
(1)
Its
name
and
jurisdiction
of
formation.
13
(2)
That
the
foreign
corporation
withdraws
its
registration
14
to
do
business
in
this
state
and
revokes
the
authority
of
its
15
registered
agent
to
accept
service
on
its
behalf.
16
(3)
An
address
to
which
process
on
the
foreign
corporation
17
may
be
sent
by
the
secretary
of
state
under
section
490.504,
18
subsection
3.
19
b.
In
the
case
of
a
foreign
corporation
that
has
converted
20
to
a
domestic
or
foreign
nonfiling
entity
other
than
a
limited
21
liability
partnership
all
of
the
following:
22
(1)
The
name
of
the
converting
foreign
corporation
and
its
23
jurisdiction
of
formation.
24
(2)
The
type
of
the
nonfiling
entity
to
which
it
has
25
converted
and
its
name
and
jurisdiction
of
formation.
26
(3)
That
it
withdraws
its
registration
to
do
business
in
27
this
state
and
revokes
the
authority
of
its
registered
agent
to
28
accept
service
on
its
behalf.
29
(4)
An
address
to
which
process
on
the
foreign
corporation
30
may
be
sent
by
the
secretary
of
state
under
section
490.504,
31
subsection
3.
32
2.
After
the
withdrawal
of
the
registration
of
a
foreign
33
corporation,
service
of
process
in
any
proceeding
based
on
34
a
cause
of
action
arising
during
the
time
the
entity
was
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registered
to
do
business
in
this
state
may
be
made
as
provided
1
in
section
490.504.
2
Sec.
193.
Section
490.1510,
Code
2020,
is
amended
by
3
striking
the
section
and
inserting
in
lieu
thereof
the
4
following:
5
490.1510
Transfer
of
registration.
6
1.
If
a
registered
foreign
corporation
merges
into
a
7
nonregistered
foreign
corporation
or
converts
to
a
foreign
8
corporation
required
to
register
with
the
secretary
of
state
9
to
do
business
in
this
state,
the
foreign
corporation
shall
10
deliver
to
the
secretary
of
state
for
filing
a
transfer
11
of
registration
statement.
The
transfer
of
registration
12
statement
must
be
signed
by
the
surviving
or
converted
foreign
13
corporation
and
state
all
of
the
following:
14
a.
The
name
of
the
registered
foreign
corporation
and
its
15
jurisdiction
of
formation
before
the
merger
or
conversion.
16
b.
The
name
of
the
surviving
or
converted
foreign
17
corporation
and
its
jurisdiction
of
formation
after
the
18
merger
or
conversion
and,
if
the
name
does
not
comply
with
19
section
490.401,
an
alternate
name
adopted
pursuant
to
section
20
490.1506.
21
c.
All
of
the
following
information
regarding
the
22
surviving
or
converted
foreign
corporation
after
the
merger
or
23
conversion:
24
(1)
The
street
and
mailing
addresses
of
the
principal
25
office
of
the
foreign
corporation
and,
if
the
law
of
the
26
foreign
corporation’s
jurisdiction
of
formation
requires
it
to
27
maintain
an
office
in
that
jurisdiction,
the
street
and
mailing
28
addresses
of
that
office.
29
(2)
The
street
and
mailing
addresses
of
the
foreign
30
corporation’s
registered
office
in
this
state
and
the
name
of
31
its
registered
agent
at
that
office.
32
2.
On
the
effective
date
of
a
transfer
of
registration
33
statement
as
determined
in
accordance
with
section
490.123,
34
the
registration
of
the
registered
foreign
corporation
to
do
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business
in
this
state
is
transferred
without
interruption
to
1
the
foreign
corporation
into
which
it
has
merged
or
to
which
2
it
has
been
converted.
3
Sec.
194.
NEW
SECTION
.
490.1511
Administrative
termination
4
of
registration.
5
1.
The
secretary
of
state
may
terminate
the
registration
6
of
a
registered
foreign
corporation
in
the
manner
provided
in
7
subsections
2
and
3,
if
any
of
the
following
applies:
8
a.
The
foreign
corporation
does
not
pay
within
sixty
days
9
after
they
are
due
any
fees,
taxes,
interest,
or
penalties
10
imposed
by
this
chapter
or
other
laws
of
this
state.
11
b.
The
foreign
corporation
does
not
deliver
its
biennial
12
report
to
the
secretary
of
state
within
sixty
days
after
it
is
13
due.
14
c.
The
foreign
corporation
is
without
a
registered
agent
or
15
registered
office
in
this
state
for
sixty
days
or
more.
16
d.
The
secretary
of
state
has
not
been
notified
within
17
sixty
days
that
the
foreign
corporation’s
registered
agent
18
or
registered
office
has
been
changed,
that
its
registered
19
agent
has
resigned,
or
that
its
registered
office
has
been
20
discontinued.
21
2.
The
secretary
of
state
may
terminate
the
registration
of
22
a
registered
foreign
corporation
by
doing
all
of
the
following:
23
a.
Filing
a
certificate
of
termination.
24
b.
Delivering
a
copy
of
the
certificate
of
termination
to
25
the
foreign
corporation’s
registered
agent
or,
if
the
foreign
26
corporation
does
not
have
a
registered
agent,
to
the
foreign
27
corporation’s
principal
office.
28
3.
The
certificate
of
termination
must
state
all
of
the
29
following:
30
a.
The
effective
date
of
the
termination,
which
must
be
31
not
less
than
sixty
days
after
the
secretary
of
state
delivers
32
the
copy
of
the
certificate
of
termination
as
prescribed
in
33
subsection
2,
paragraph
“b”
.
34
b.
The
grounds
for
termination
under
subsection
1.
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4.
The
registration
of
a
registered
foreign
corporation
1
to
do
business
in
this
state
ceases
on
the
effective
date
2
of
the
termination
as
set
forth
in
the
certificate
of
3
termination,
unless
before
that
date
the
foreign
corporation
4
cures
each
ground
for
termination
stated
in
the
certificate
of
5
termination.
If
the
foreign
corporation
cures
each
ground,
the
6
secretary
of
state
shall
file
a
statement
that
the
certificate
7
of
termination
is
withdrawn.
8
5.
After
the
effective
date
of
the
termination
as
set
forth
9
in
the
certificate
of
termination,
service
of
process
in
any
10
proceeding
based
on
a
cause
of
action
arising
during
the
time
11
the
entity
was
registered
to
do
business
in
this
state
may
be
12
made
as
provided
in
section
490.504.
13
Sec.
195.
NEW
SECTION
.
490.1512
Action
by
attorney
general.
14
The
attorney
general
may
maintain
an
action
to
enjoin
a
15
foreign
corporation
from
doing
business
in
this
state
in
16
violation
of
this
chapter.
17
Sec.
196.
Section
490.1601,
Code
2020,
is
amended
by
18
striking
the
section
and
inserting
in
lieu
thereof
the
19
following:
20
490.1601
Corporate
records.
21
1.
A
corporation
shall
maintain
all
of
the
following
22
records:
23
a.
Its
articles
of
incorporation
as
currently
in
effect.
24
b.
Any
notices
to
shareholders
referred
to
in
section
25
490.120,
subsection
11,
paragraph
“e”
,
specifying
facts
26
on
which
a
filed
document
is
dependent
if
those
facts
are
27
not
included
in
the
articles
of
incorporation
or
otherwise
28
available
as
specified
in
section
490.120,
subsection
11,
29
paragraph
“e”
.
30
c.
Its
bylaws
as
currently
in
effect.
31
d.
All
written
communications
within
the
past
three
years
to
32
shareholders
generally.
33
e.
Minutes
of
all
meetings
of,
and
records
of
all
actions
34
taken
without
a
meeting
by,
its
shareholders,
its
board
of
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directors,
and
board
committees
established
under
section
1
490.825.
2
f.
A
list
of
the
names
and
business
addresses
of
its
current
3
directors
and
officers.
4
g.
Its
most
recent
biennial
report
delivered
to
the
5
secretary
of
state
under
section
490.1622.
6
2.
A
corporation
shall
maintain
all
annual
financial
7
statements
prepared
for
the
corporation
for
its
last
three
8
fiscal
years,
or
such
shorter
period
of
existence,
and
9
any
audit
or
other
reports
with
respect
to
such
financial
10
statements.
11
3.
A
corporation
shall
maintain
accounting
records
in
a
form
12
that
permits
preparation
of
its
financial
statements.
13
4.
A
corporation
shall
maintain
a
record
of
its
current
14
shareholders
in
alphabetical
order
by
class
or
series
of
shares
15
showing
the
address
of,
and
the
number
and
class
or
series
of
16
shares
held
by,
each
shareholder.
Nothing
contained
in
this
17
subsection
shall
require
the
corporation
to
include
in
such
18
record
the
electronic
mail
address
or
other
electronic
contact
19
information
of
a
shareholder.
20
5.
A
corporation
shall
maintain
the
records
specified
in
21
this
section
in
a
manner
so
that
they
may
be
made
available
for
22
inspection
within
a
reasonable
time.
23
Sec.
197.
Section
490.1602,
Code
2020,
is
amended
by
24
striking
the
section
and
inserting
in
lieu
thereof
the
25
following:
26
490.1602
Inspection
rights
of
shareholders.
27
1.
A
shareholder
of
a
corporation
is
entitled
to
inspect
28
and
copy,
during
regular
business
hours
at
the
corporation’s
29
principal
office,
any
of
the
records
of
the
corporation
30
described
in
section
490.1601,
subsection
1,
excluding
minutes
31
of
meetings
of,
and
records
of
actions
taken
without
a
meeting
32
by,
the
corporation’s
board
of
directors
and
board
committees
33
established
under
section
490.825,
if
the
shareholder
gives
34
the
corporation
a
signed
written
notice
of
the
shareholder’s
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demand
at
least
five
business
days
before
the
date
on
which
the
1
shareholder
wishes
to
inspect
and
copy.
2
2.
A
shareholder
of
a
corporation
is
entitled
to
inspect
and
3
copy,
during
regular
business
hours
at
a
reasonable
location
4
specified
by
the
corporation,
any
of
the
following
records
of
5
the
corporation
if
the
shareholder
meets
the
requirements
of
6
subsection
3
and
gives
the
corporation
a
signed
written
notice
7
of
the
shareholder’s
demand
at
least
five
business
days
before
8
the
date
on
which
the
shareholder
wishes
to
inspect
and
copy
9
any
of
the
following:
10
a.
The
financial
statements
of
the
corporation
maintained
in
11
accordance
with
section
490.1601,
subsection
2.
12
b.
Accounting
records
of
the
corporation.
13
c.
Excerpts
from
minutes
of
any
meeting
of,
or
records
of
14
any
actions
taken
without
a
meeting
by,
the
corporation’s
board
15
of
directors
and
board
committees
maintained
in
accordance
with
16
section
490.1601,
subsection
1.
17
d.
The
record
of
shareholders
maintained
in
accordance
with
18
section
490.1601,
subsection
4.
19
3.
A
shareholder
may
inspect
and
copy
the
records
described
20
in
subsection
2
only
if
all
of
the
following
apply:
21
a.
The
shareholder’s
demand
is
made
in
good
faith
and
for
22
a
proper
purpose.
23
b.
The
shareholder’s
demand
describes
with
reasonable
24
particularity
the
shareholder’s
purpose
and
the
records
the
25
shareholder
desires
to
inspect.
26
c.
The
records
are
directly
connected
with
the
shareholder’s
27
purpose.
28
4.
The
corporation
may
impose
reasonable
restrictions
on
29
the
confidentiality,
use,
or
distribution
of
records
described
30
in
subsection
2.
31
5.
For
any
meeting
of
shareholders
for
which
the
record
date
32
for
determining
shareholders
entitled
to
vote
at
the
meeting
33
is
different
from
the
record
date
for
notice
of
the
meeting,
34
any
person
who
becomes
a
shareholder
subsequent
to
the
record
35
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date
for
notice
of
the
meeting
and
is
entitled
to
vote
at
1
the
meeting
is
entitled
to
obtain
from
the
corporation
upon
2
request
the
notice
and
any
other
information
provided
by
the
3
corporation
to
shareholders
in
connection
with
the
meeting,
4
unless
the
corporation
has
made
such
information
generally
5
available
to
shareholders
by
posting
it
on
its
internet
site
or
6
by
other
generally
recognized
means.
Failure
of
a
corporation
7
to
provide
such
information
does
not
affect
the
validity
of
8
action
taken
at
the
meeting.
9
6.
The
right
of
inspection
granted
by
this
section
shall
10
not
be
abolished
or
limited
by
a
corporation’s
articles
of
11
incorporation
or
bylaws.
12
7.
This
section
does
not
affect
any
of
the
following:
13
a.
The
right
of
a
shareholder
to
inspect
records
under
14
section
490.720
or,
if
the
shareholder
is
in
litigation
with
15
the
corporation,
to
the
same
extent
as
any
other
litigant.
16
b.
The
power
of
a
court,
independently
of
this
chapter,
17
to
compel
the
production
of
corporate
records
for
examination
18
and
to
impose
reasonable
restrictions
as
provided
in
section
19
490.1604,
subsection
3,
provided
that,
in
the
case
of
20
production
of
records
described
in
subsection
2,
at
the
request
21
of
a
shareholder,
the
shareholder
has
met
the
requirements
of
22
subsection
3.
23
8.
As
used
in
this
section,
“shareholder”
means
a
record
24
shareholder,
a
beneficial
shareholder,
and
an
unrestricted
25
voting
trust
beneficial
owner.
26
Sec.
198.
Section
490.1603,
Code
2020,
is
amended
by
27
striking
the
section
and
inserting
in
lieu
thereof
the
28
following:
29
490.1603
Scope
of
inspection
right.
30
1.
A
shareholder
may
appoint
an
agent
or
attorney
to
31
exercise
the
shareholder’s
inspection
and
copying
rights
under
32
section
490.1602.
33
2.
The
corporation
may,
if
reasonable,
satisfy
the
right
34
of
a
shareholder
to
copy
records
under
section
490.1602
by
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furnishing
to
the
shareholder
copies
by
photocopy
or
other
1
means
chosen
by
the
corporation,
including
furnishing
copies
2
through
an
electronic
transmission.
3
3.
The
corporation
may
comply
at
its
expense
with
a
4
shareholder’s
demand
to
inspect
the
record
of
shareholders
5
under
section
490.1602,
subsection
2,
paragraph
“d”
,
by
6
providing
the
shareholder
with
a
list
of
shareholders
that
was
7
compiled
no
earlier
than
the
date
of
the
shareholder’s
demand.
8
4.
The
corporation
may
impose
a
reasonable
charge
to
cover
9
the
costs
of
providing
copies
of
documents
to
the
shareholder,
10
which
may
be
based
on
an
estimate
of
such
costs.
11
Sec.
199.
Section
490.1604,
Code
2020,
is
amended
by
12
striking
the
section
and
inserting
in
lieu
thereof
the
13
following:
14
490.1604
Court-ordered
inspection.
15
1.
If
a
corporation
does
not
allow
a
shareholder
who
16
complies
with
section
490.1602,
subsection
1,
to
inspect
and
17
copy
any
records
required
by
that
section
to
be
available
18
for
inspection,
the
district
court
of
the
county
where
the
19
corporation’s
principal
office
or,
if
none
in
this
state,
its
20
registered
office,
is
located,
may
summarily
order
inspection
21
and
copying
of
the
records
demanded
at
the
corporation’s
22
expense
upon
application
of
the
shareholder.
23
2.
If
a
corporation
does
not
within
a
reasonable
time
allow
24
a
shareholder
who
complies
with
section
490.1602,
subsection
25
2,
to
inspect
and
copy
the
records
required
by
that
section,
26
the
shareholder
who
complies
with
section
490.1602,
subsection
27
3,
may
apply
to
the
district
court
in
the
county
where
the
28
corporation’s
principal
office
or,
if
none
in
this
state,
its
29
registered
office,
is
located
for
an
order
to
permit
inspection
30
and
copying
of
the
records
demanded.
The
court
shall
dispose
31
of
an
application
under
this
subsection
on
an
expedited
basis.
32
3.
If
the
court
orders
inspection
and
copying
of
the
33
records
demanded
under
section
490.1602,
subsection
2,
it
34
may
impose
reasonable
restrictions
on
their
confidentiality,
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use,
or
distribution
by
the
demanding
shareholder
and
it
1
shall
also
order
the
corporation
to
pay
the
shareholder’s
2
expenses
incurred
to
obtain
the
order,
unless
the
corporation
3
establishes
that
it
refused
inspection
in
good
faith
because
4
of
any
of
the
following:
5
a.
The
corporation
had
a
reasonable
basis
for
doubt
about
6
the
right
of
the
shareholder
to
inspect
the
records
demanded.
7
b.
The
corporation
required
reasonable
restrictions
on
the
8
confidentiality,
use,
or
distribution
of
the
records
demanded
9
to
which
the
demanding
shareholder
had
been
unwilling
to
agree.
10
Sec.
200.
Section
490.1605,
Code
2020,
is
amended
by
11
striking
the
section
and
inserting
in
lieu
thereof
the
12
following:
13
490.1605
Inspection
of
records
by
directors.
14
1.
A
director
of
a
corporation
is
entitled
to
inspect
and
15
copy
the
books,
records,
and
documents
of
the
corporation
at
16
any
reasonable
time
to
the
extent
reasonably
related
to
the
17
performance
of
the
director’s
duties
as
a
director,
including
18
duties
as
a
member
of
a
board
committee,
but
not
for
any
other
19
purpose
or
in
any
manner
that
would
violate
any
duty
to
the
20
corporation.
21
2.
The
district
court
of
the
county
where
the
corporation’s
22
principal
office,
or
if
none
in
this
state,
its
registered
23
office,
is
located
may
order
inspection
and
copying
of
the
24
books,
records,
and
documents
at
the
corporation’s
expense,
25
upon
application
of
a
director
who
has
been
refused
such
26
inspection
rights,
unless
the
corporation
establishes
that
the
27
director
is
not
entitled
to
such
inspection
rights.
The
court
28
shall
dispose
of
an
application
under
this
subsection
on
an
29
expedited
basis.
30
3.
If
an
order
is
issued,
the
court
may
include
provisions
31
protecting
the
corporation
from
undue
burden
or
expense,
and
32
prohibiting
the
director
from
using
information
obtained
upon
33
exercise
of
the
inspection
rights
in
a
manner
that
would
34
violate
a
duty
to
the
corporation,
and
may
also
order
the
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corporation
to
reimburse
the
director
for
the
director’s
1
expenses
incurred
in
connection
with
the
application.
2
Sec.
201.
Section
490.1620,
Code
2020,
is
amended
by
3
striking
the
section
and
inserting
in
lieu
thereof
the
4
following:
5
490.1620
Financial
statements
for
shareholders.
6
1.
Upon
the
written
request
of
a
shareholder,
a
corporation
7
shall
deliver
or
make
available
to
such
requesting
shareholder
8
by
posting
on
its
internet
site
or
by
other
generally
9
recognized
means
annual
financial
statements
for
the
most
10
recent
fiscal
year
of
the
corporation
for
which
annual
11
financial
statements
have
been
prepared
for
the
corporation.
12
If
financial
statements
have
been
prepared
for
the
corporation
13
on
the
basis
of
generally
accepted
accounting
principles
14
for
such
specified
period,
the
corporation
shall
deliver
or
15
make
available
such
financial
statements
to
the
requesting
16
shareholder.
If
the
annual
financial
statements
to
be
17
delivered
or
made
available
to
the
requesting
shareholder
are
18
audited
or
otherwise
reported
upon
by
a
public
accountant,
19
the
report
shall
also
be
delivered
or
made
available
to
the
20
requesting
shareholder.
21
2.
A
corporation
shall
deliver,
or
make
available
and
22
provide
written
notice
of
availability
of,
the
financial
23
statements
required
under
subsection
1
to
the
requesting
24
shareholder
within
five
business
days
of
delivery
of
such
25
written
request
to
the
corporation.
26
3.
A
corporation
may
fulfill
its
responsibilities
under
27
this
section
by
delivering
the
specified
financial
statements,
28
or
otherwise
making
them
available,
in
any
manner
permitted
by
29
the
applicable
rules
and
regulations
of
the
federal
securities
30
and
exchange
commission.
31
4.
Notwithstanding
the
provisions
of
subsections
1,
2,
and
32
3,
all
of
the
following
apply:
33
a.
As
a
condition
to
delivering
or
making
available
34
financial
statements
to
a
requesting
shareholder,
the
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corporation
may
require
the
requesting
shareholder
to
agree
1
to
reasonable
restrictions
on
the
confidentiality,
use,
and
2
distribution
of
such
financial
statements.
3
b.
The
corporation
may,
if
it
reasonably
determines
that
the
4
shareholder’s
request
is
not
made
in
good
faith
or
for
a
proper
5
purpose,
decline
to
deliver
or
make
available
such
financial
6
statements
to
that
shareholder.
7
5.
If
a
corporation
does
not
respond
to
a
shareholder’s
8
request
for
annual
financial
statements
pursuant
to
this
9
section
in
accordance
with
subsection
2
within
five
business
10
days
of
delivery
of
such
request
to
the
corporation
all
of
the
11
following
shall
apply:
12
a.
The
requesting
shareholder
may
apply
to
the
district
13
court
of
the
county
where
the
corporation’s
principal
14
office,
or
if
none
in
this
state,
its
registered
office,
is
15
located
for
an
order
requiring
delivery
of
or
access
to
the
16
requested
financial
statements.
The
court
shall
dispose
of
an
17
application
under
this
subsection
on
an
expedited
basis.
18
b.
If
the
court
orders
delivery
or
access
to
the
requested
19
financial
statements,
it
may
impose
reasonable
restrictions
on
20
their
confidentiality,
use,
or
distribution.
21
c.
In
such
proceeding,
if
the
corporation
has
declined
to
22
deliver
or
make
available
such
financial
statements
because
23
the
shareholder
had
been
unwilling
to
agree
to
restrictions
24
proposed
by
the
corporation
on
the
confidentiality,
use,
and
25
distribution
of
such
financial
statements,
the
corporation
26
shall
have
the
burden
of
demonstrating
that
the
restrictions
27
proposed
by
the
corporation
were
reasonable.
28
d.
In
such
proceeding,
if
the
corporation
has
declined
to
29
deliver
or
make
available
such
financial
statements
pursuant
30
to
subsection
4,
paragraph
“b”
,
the
corporation
shall
have
the
31
burden
of
demonstrating
that
it
had
reasonably
determined
that
32
the
shareholder’s
request
was
not
made
in
good
faith
or
for
a
33
proper
purpose.
34
e.
If
the
court
orders
delivery
or
access
to
the
requested
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financial
statements
it
shall
order
the
corporation
to
pay
the
1
shareholder’s
expenses
incurred
to
obtain
such
order
unless
2
the
corporation
establishes
that
it
had
refused
delivery
or
3
access
to
the
requested
financial
statements
because
the
4
shareholder
had
refused
to
agree
to
reasonable
restrictions
5
on
the
confidentiality,
use,
or
distribution
of
the
financial
6
statements
or
that
the
corporation
had
reasonably
determined
7
that
the
shareholder’s
request
was
not
made
in
good
faith
or
8
for
a
proper
purpose.
9
Sec.
202.
Section
490.1622,
Code
2020,
is
amended
by
10
striking
the
section
and
inserting
in
lieu
thereof
the
11
following:
12
490.1622
Biennial
report
for
secretary
of
state.
13
1.
Each
domestic
corporation
shall
deliver
to
the
secretary
14
of
state
for
filing
a
biennial
report
that
sets
forth
all
of
15
the
following:
16
a.
The
name
of
the
corporation.
17
b.
The
street
and
mailing
addresses
of
its
registered
office
18
and
the
name
of
its
registered
agent
at
that
office
in
this
19
state.
20
c.
The
street
and
mailing
addresses
of
its
principal
office.
21
d.
The
names
and
business
addresses
of
the
president,
22
secretary,
treasurer,
and
one
of
the
board
of
directors.
23
2.
Each
foreign
corporation
registered
to
do
business
in
24
this
state
shall
deliver
to
the
secretary
of
state
for
filing
a
25
biennial
report
that
sets
forth
all
of
the
following:
26
a.
The
name
of
the
foreign
corporation
and,
if
the
name
does
27
not
comply
with
section
490.401,
an
alternate
name
as
required
28
by
section
490.1506.
29
b.
The
foreign
corporation’s
jurisdiction
of
formation.
30
c.
The
street
and
mailing
addresses
of
the
foreign
31
corporation’s
principal
office
and,
if
the
law
of
the
foreign
32
corporation’s
jurisdiction
of
formation
requires
the
foreign
33
corporation
to
maintain
an
office
in
that
jurisdiction,
the
34
street
and
mailing
addresses
of
that
office.
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d.
The
street
and
mailing
addresses
of
the
foreign
1
corporation’s
registered
office
in
this
state
and
the
name
of
2
its
registered
agent
at
that
office.
3
e.
The
names
and
business
addresses
of
the
president,
4
secretary,
treasurer,
and
one
of
the
board
of
directors.
5
3.
Information
in
the
biennial
report
must
be
current
as
6
of
the
date
the
biennial
report
is
signed
on
behalf
of
the
7
corporation.
The
report
shall
be
executed
on
behalf
of
the
8
corporation
and
signed
as
provided
in
section
490.120
or
by
9
any
other
person
authorized
by
the
board
of
directors
of
the
10
corporation.
11
4.
The
first
biennial
report
shall
be
delivered
to
the
12
secretary
of
state
between
January
1
and
April
1
of
the
13
first
even-numbered
year
following
the
calendar
year
in
14
which
a
domestic
corporation
was
incorporated
or
a
foreign
15
corporation
was
authorized
to
transact
business.
Subsequent
16
biennial
reports
must
be
delivered
to
the
secretary
of
state
17
between
January
1
and
April
1
of
the
following
even-numbered
18
calendar
years.
A
filing
fee
for
the
biennial
report
shall
be
19
determined
by
the
secretary
of
state.
For
purposes
of
this
20
section,
each
biennial
report
shall
contain
information
related
21
to
the
two-year
period
immediately
preceding
the
calendar
year
22
in
which
the
report
is
filed.
23
5.
If
a
biennial
report
does
not
contain
the
information
24
required
by
this
section,
the
secretary
of
state
shall
promptly
25
notify
the
reporting
domestic
or
foreign
corporation
in
writing
26
and
return
the
report
to
it
for
correction.
If
the
report
is
27
corrected
to
contain
the
information
required
by
this
section
28
and
delivered
to
the
secretary
of
state
within
thirty
days
29
after
the
notice
from
the
secretary
of
state
becomes
effective
30
as
determined
in
accordance
with
section
490.141,
it
is
deemed
31
to
be
timely
filed.
32
6.
The
secretary
of
state
may
provide
for
the
change
of
33
registered
office
or
registered
agent
on
the
form
prescribed
by
34
the
secretary
of
state
for
the
biennial
report,
provided
that
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the
form
contains
the
information
required
in
section
490.502.
1
If
the
secretary
of
state
determines
that
a
biennial
report
2
does
not
contain
the
information
required
by
this
section
but
3
otherwise
meets
the
requirements
of
section
490.502
for
the
4
purpose
of
changing
the
registered
office
or
registered
agent,
5
the
secretary
of
state
shall
file
the
statement
of
change
of
6
registered
office
or
registered
agent,
effective
as
provided
in
7
section
490.123,
before
returning
the
biennial
report
to
the
8
corporation
as
provided
in
this
section.
A
statement
of
change
9
of
registered
office
or
agent
pursuant
to
this
subsection
shall
10
be
executed
by
a
person
authorized
to
execute
the
biennial
11
report.
12
Sec.
203.
Section
490.1701,
Code
2020,
is
amended
by
13
striking
the
section
and
inserting
in
lieu
thereof
the
14
following:
15
490.1701
Application
of
subchapter
——
definitions.
16
1.
If
a
corporation
elects
to
become
a
benefit
corporation
17
under
this
subchapter
in
the
manner
prescribed
in
this
18
subchapter,
it
is
subject
in
all
respects
to
the
provisions
19
of
this
subchapter,
except
to
the
extent
this
subchapter
20
imposes
additional
or
different
requirements,
in
which
case
21
such
requirements
apply.
The
inclusion
of
a
provision
in
this
22
subchapter
does
not
imply
that
a
contrary
or
different
rule
of
23
law
applies
to
a
corporation
that
is
not
a
benefit
corporation.
24
This
subchapter
does
not
affect
a
statute
or
rule
of
law
that
25
applies
to
a
corporation
that
is
not
a
benefit
corporation.
26
2.
As
used
in
this
subchapter:
27
a.
“Benefit
corporation”
means
a
corporation
that
includes
28
in
its
articles
of
incorporation
a
statement
that
the
29
corporation
is
subject
to
this
subchapter.
30
b.
“Public
benefit”
means
a
positive
effect,
or
reduction
of
31
negative
effects,
on
one
or
more
communities
or
categories
of
32
persons
or
entities,
other
than
shareholders
solely
in
their
33
capacity
as
shareholders,
or
on
the
environment,
including
34
effects
of
an
artistic,
charitable,
economic,
educational,
35
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cultural,
literary,
medical,
religious,
social,
ecological,
or
1
scientific
nature.
2
c.
“Public
benefit
provision”
means
a
provision
in
the
3
articles
of
incorporation
which
states
that
the
corporation
4
shall
pursue
one
or
more
identified
public
benefits.
5
d.
“Responsible
and
sustainable
manner”
means
a
manner
that
6
does
all
of
the
following:
7
(1)
Pursues
through
the
business
of
the
corporation
the
8
creation
of
a
positive
effect
on
society
and
the
environment,
9
taken
as
a
whole,
that
is
material
taking
into
consideration
10
the
corporation’s
size
and
the
nature
of
its
business.
11
(2)
Considers,
in
addition
to
the
interests
of
12
shareholders,
the
interests
of
stakeholders
known
to
be
13
affected
by
the
conduct
of
the
business
of
the
corporation.
14
Sec.
204.
Section
490.1702,
Code
2020,
is
amended
by
15
striking
the
section
and
inserting
in
lieu
thereof
the
16
following:
17
490.1702
Name
——
share
certificates.
18
1.
The
name
of
a
benefit
corporation
may
contain
the
19
words
“benefit
corporation”,
the
abbreviation
“B.C.”,
or
the
20
designation
“BC”,
any
of
which
shall
be
deemed
to
satisfy
the
21
requirements
of
section
490.401,
subsection
1,
paragraph
“a”
.
22
2.
Any
share
certificate
issued
by
a
benefit
corporation,
23
and
any
information
statement
delivered
by
a
benefit
24
corporation
pursuant
to
section
490.626,
subsection
2,
25
must
note
conspicuously
that
the
corporation
is
a
benefit
26
corporation
subject
to
this
subchapter.
27
Sec.
205.
Section
490.1703,
Code
2020,
is
amended
by
28
striking
the
section
and
inserting
in
lieu
thereof
the
29
following:
30
490.1703
Certain
amendments
and
transactions
——
votes
31
required.
32
1.
Unless
the
articles
of
incorporation
or
bylaws
require
33
a
greater
vote,
the
approval
of
at
least
two-thirds
of
the
34
voting
power
of
the
outstanding
shares
of
the
corporation
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entitled
to
vote
thereon,
and,
if
any
class
or
series
of
shares
1
is
entitled
to
vote
as
a
separate
group
on
any
such
amendment
2
or
transaction,
the
approval
of
at
least
two-thirds
of
the
3
outstanding
shares
of
each
such
separate
voting
group
entitled
4
to
vote
thereon,
shall
be
required
for
a
corporation
that
is
5
not
a
benefit
corporation
to
do
any
of
the
following:
6
a.
Amend
its
articles
of
incorporation
to
include
a
7
statement
that
it
is
subject
to
this
subchapter.
8
b.
Merge
with
or
into,
or
enter
into
a
share
exchange
with,
9
another
entity,
or
effect
a
domestication
or
conversion,
if,
10
as
a
result
of
the
merger,
share
exchange,
domestication,
or
11
conversion,
the
shares
of
any
voting
group
would
become,
or
be
12
converted
into
or
exchanged
for
the
right
to
receive,
shares
13
of
a
benefit
corporation
or
shares
or
interests
in
an
entity
14
subject
to
provisions
of
organic
law
analogous
to
those
in
15
this
subchapter;
provided,
however,
that
in
the
case
of
this
16
paragraph
“b”
,
if
the
shares
of
one
or
more,
but
not
all,
17
voting
groups
are
so
affected,
then
only
the
shares
in
the
18
voting
groups
so
affected
shall
be
entitled
to
vote
under
this
19
subsection.
20
2.
Unless
the
articles
of
incorporation
or
bylaws
require
a
21
greater
vote,
the
approval
of
at
least
two-thirds
of
the
voting
22
power
of
the
outstanding
shares
of
the
corporation
entitled
23
to
vote
thereon
and,
if
any
class
or
series
of
shares
is
24
entitled
to
vote
as
a
separate
group
on
any
such
amendment
or
25
transaction,
the
approval
of
at
least
two-thirds
of
the
voting
26
power
of
the
outstanding
shares
of
each
such
separate
voting
27
group,
shall
be
required
for
a
benefit
corporation
to
do
any
28
of
the
following:
29
a.
Amend
its
articles
of
incorporation
to
eliminate
a
30
statement
that
the
corporation
is
subject
to
this
subchapter.
31
b.
Merge
with
or
into,
or
enter
into
a
share
exchange
with,
32
another
entity,
or
effect
a
domestication
or
conversion
if,
33
as
a
result
of
the
merger,
share
exchange,
domestication,
or
34
conversion,
the
shares
of
any
voting
group
would
become,
or
be
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converted
into
or
exchanged
for
the
right
to
receive,
shares
or
1
interests
in
an
entity
that
is
neither
a
benefit
corporation
2
nor
an
entity
subject
to
provisions
of
organic
law
analogous
to
3
those
in
this
subchapter;
provided,
however,
that
in
the
case
4
of
this
paragraph
“b”
,
if
the
shares
of
one
or
more,
but
not
5
all,
voting
groups
are
so
affected,
then
only
the
shares
in
the
6
voting
groups
so
affected
shall
be
entitled
to
vote
under
this
7
subsection.
8
3.
The
vote
required
under
subsections
1
and
2
is
in
9
addition
to
any
vote
otherwise
required
under
this
chapter.
10
Sec.
206.
NEW
SECTION
.
490.1704
Duties
of
directors.
11
1.
Each
member
of
the
board
of
directors
of
a
benefit
12
corporation,
when
discharging
the
duties
of
a
director,
shall
13
act
according
to
all
of
the
following:
14
a.
In
a
responsible
and
sustainable
manner.
15
b.
In
a
manner
that
pursues
the
public
benefit
or
benefits
16
identified
in
any
public
benefit
provision.
17
2.
In
fulfilling
the
duties
under
subsection
1,
a
director
18
shall
consider,
to
the
extent
affected,
in
addition
to
the
19
interests
of
shareholders
generally,
the
separate
interests
20
of
stakeholders
known
to
be
affected
by
the
business
of
the
21
corporation
including
all
of
the
following:
22
a.
The
employees
and
workforces
of
the
corporation,
its
23
subsidiaries,
and
its
suppliers.
24
b.
Customers.
25
c.
Communities
or
society,
including
those
of
each
community
26
in
which
offices
or
facilities
of
the
corporation,
its
27
subsidiaries,
or
its
suppliers
are
located.
28
d.
The
local
and
global
environment.
29
3.
A
director
of
a
benefit
corporation
shall
not,
by
virtue
30
of
the
duties
imposed
by
subsections
1
and
2,
owe
any
duty
to
a
31
person
other
than
the
benefit
corporation
due
to
any
interest
32
of
the
person
in
the
status
of
the
corporation
as
a
benefit
33
corporation
or
in
any
public
benefit
provision.
34
4.
Unless
otherwise
provided
in
the
articles
of
35
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incorporation,
the
violation
by
a
director
of
the
duties
1
imposed
by
subsections
1
and
2
shall
not
constitute
an
2
intentional
infliction
of
harm
on
the
corporation
or
the
3
shareholders
for
the
purposes
of
sections
490.202,
subsection
4
2,
paragraphs
“d”
and
“e”
.
5
Sec.
207.
NEW
SECTION
.
490.1705
Annual
benefit
report.
6
1.
No
less
than
annually,
a
benefit
corporation
shall
7
prepare
a
benefit
report
addressing
the
efforts
of
the
8
corporation
during
the
preceding
year
to
operate
in
a
9
responsible
and
sustainable
manner,
to
pursue
any
public
10
benefit
or
benefits
identified
in
any
public
benefit
provision,
11
and
to
consider
the
interests
described
in
section
490.1704,
12
subsection
2.
The
annual
benefit
report
must
include
all
of
13
the
following:
14
a.
The
objectives
that
the
board
of
directors
has
15
established
for
the
corporation
to
operate
in
a
responsible
and
16
sustainable
manner,
to
pursue
any
public
benefit
or
benefits
17
identified
in
any
public
benefit
provision,
and
to
consider
the
18
interests
described
in
section
490.1704,
subsection
2.
19
b.
The
standards
the
board
of
directors
has
adopted
20
to
measure
the
corporation’s
progress
in
operating
in
a
21
responsible
and
sustainable
manner,
in
pursuing
the
public
22
benefit
or
benefits
identified
in
any
public
benefit
provision,
23
and
in
considering
the
interests
described
in
section
490.1704,
24
subsection
2.
25
c.
If
the
articles
of
incorporation
or
bylaws
require
26
that
the
corporation
use
an
independent
third-party
standard
27
in
reporting
on
the
corporation’s
progress
in
operating
in
a
28
responsible
and
sustainable
manner,
in
pursuing
any
public
29
benefit
or
benefits
identified
in
any
public
benefit
provision,
30
or
in
considering
the
interests
described
in
section
490.1704,
31
subsection
2,
or
if
the
board
of
directors
has
chosen
to
use
32
such
a
standard,
the
applicable
standard
so
required
or
chosen.
33
d.
An
assessment
of
the
corporation’s
success
in
meeting
34
the
objectives
and
standards
identified
in
paragraphs
“a”
and
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“b”
,
and,
if
applicable,
paragraph
“c”
,
and
the
basis
for
that
1
assessment.
2
2.
The
benefit
corporation
shall
deliver
to
each
3
shareholder,
or
make
available
and
provide
written
notice
to
4
each
shareholder
of
the
availability
of,
the
annual
benefit
5
report
required
by
subsection
1
on
or
before
the
earlier
of
the
6
following:
7
a.
One
hundred
twenty
days
following
the
end
of
the
fiscal
8
year
of
the
benefit
corporation.
9
b.
The
time
that
the
benefit
corporation
delivers
any
10
other
annual
reports
or
annual
financial
statements
to
its
11
shareholders.
12
3.
Any
shareholder
that
has
not
received
or
been
given
13
access
to
an
annual
benefit
report
within
the
time
required
by
14
subsection
2
may
make
a
written
request
that
the
corporation
15
deliver
or
make
available
the
annual
benefit
report
to
the
16
shareholder.
If
a
benefit
corporation
does
not
deliver
or
make
17
available
an
annual
benefit
report
to
the
shareholder
within
18
five
business
days
of
receiving
such
request,
the
requesting
19
shareholder
may
apply
to
the
district
court
for
an
order
20
requiring
delivery
of
or
access
to
the
annual
benefit
report.
21
The
court
shall
dispose
of
an
action
under
this
subsection
3
22
on
an
expedited
basis.
23
4.
A
benefit
corporation
shall
post
all
of
its
annual
24
benefit
reports
on
the
public
portion
of
its
internet
site,
25
if
any.
If
a
benefit
corporation
does
not
have
an
internet
26
site,
the
benefit
corporation
shall
provide
a
copy
of
its
most
27
recent
annual
benefit
report,
without
charge,
to
any
person
28
that
requests
a
copy
in
writing.
29
Sec.
208.
NEW
SECTION
.
490.1706
Rights
of
action.
30
1.
Except
in
a
proceeding
authorized
under
section
31
490.1705,
subsection
3,
or
this
section,
no
person
other
32
than
the
corporation,
or
a
shareholder
in
the
right
of
the
33
corporation
pursuant
to
subsection
2,
may
bring
an
action
34
or
assert
a
claim
with
respect
to
the
violation
of
any
duty
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applicable
to
a
benefit
corporation
or
any
of
its
directors
1
under
this
subchapter.
2
2.
Except
for
a
proceeding
brought
under
section
490.1705,
3
subsection
3,
a
proceeding
by
a
shareholder
of
a
benefit
4
corporation
claiming
violation
of
any
duty
applicable
to
5
a
benefit
corporation
or
any
of
its
directors
under
this
6
subchapter
is
subject
to
all
of
the
following:
7
a.
The
proceeding
must
be
brought
in
a
derivative
proceeding
8
pursuant
to
subchapter
VII,
part
4.
9
b.
The
proceeding
may
be
brought
only
by
a
shareholder
10
of
the
benefit
corporation
that
at
the
time
of
the
act
or
11
omission
complained
of
either
individually,
or
together
with
12
other
shareholders
bringing
such
action
collectively,
owned
13
directly
or
indirectly
at
least
five
percent
of
a
class
of
14
the
corporation’s
outstanding
shares
or,
in
the
case
of
a
15
corporation
with
shares
traded
on
an
organized
market
as
16
described
in
section
490.1302,
subsection
2,
paragraph
“a”
,
17
subparagraph
(2),
either
that
percentage
of
shares
or
shares
18
with
a
market
value
of
at
least
five
million
dollars
at
the
19
time
the
proceeding
is
commenced.
20
3.
A
suit
under
subsection
2
shall
not
be
maintained
if,
21
during
the
pendency
of
the
suit,
the
shareholder
individually
22
fails,
or
the
shareholders
collectively
fail,
to
continue
to
23
own
directly
or
indirectly
the
lesser
of
the
number
of
shares
24
owned
at
the
time
the
proceeding
is
commenced
or
five
percent
25
of
a
class
of
the
corporation’s
shares.
26
Sec.
209.
NEW
SECTION
.
490.1801
Application
to
existing
27
domestic
corporations.
28
1.
This
chapter
applies
to
all
domestic
corporations
in
29
existence
on
July
1,
2021,
that
were
incorporated
under
any
30
general
statute
of
this
state
providing
for
incorporation
of
31
corporations
for
profit
if
power
to
amend
or
repeal
the
statute
32
under
which
the
corporation
was
incorporated
was
reserved.
33
2.
a.
Unless
otherwise
provided,
this
chapter
does
not
34
apply
to
an
entity
subject
to
chapter
174,
497,
498,
499,
499A,
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501,
501A,
524,
or
533,
or
a
corporation
organized
on
the
1
mutual
plan
under
chapter
491,
or
a
telephone
company
organized
2
as
a
corporation
under
chapter
491
qualifying
pursuant
to
3
an
internal
revenue
service
letter
ruling
under
Internal
4
Revenue
Code
§501(c)(12)
as
a
nonprofit
corporation
entitled
5
to
distribute
profits
in
a
manner
similar
to
a
chapter
499
6
corporation,
unless
such
entity
voluntarily
elects
to
adopt
7
the
provisions
of
this
chapter
and
complies
with
the
procedure
8
prescribed
by
subsection
3.
9
b.
A
corporation
organized
under
chapter
496C
may
10
voluntarily
elect
to
adopt
the
provisions
of
this
chapter
by
11
complying
with
the
provisions
prescribed
by
subsection
3.
12
3.
The
procedure
for
the
voluntary
election
referred
to
in
13
subsection
2
is
as
follows:
14
a.
The
corporation
shall
amend
or
restate
its
articles
of
15
incorporation
to
indicate
that
the
corporation
adopts
this
16
chapter
and
to
designate
the
address
of
its
initial
registered
17
office
and
the
name
of
its
registered
agent
at
that
office
18
and,
if
the
name
of
the
corporation
is
not
in
compliance
with
19
the
requirements
of
this
chapter,
to
change
the
name
of
the
20
corporation
to
one
complying
with
the
requirements
of
this
21
chapter.
22
b.
(1)
The
instrument
shall
be
delivered
to
the
secretary
23
of
state
for
filing
and
recording
in
the
secretary
of
state’s
24
office.
If
the
corporation
was
organized
under
chapter
524
25
or
533,
the
instrument
shall
also
be
filed
and
recorded
in
26
the
office
of
the
county
recorder.
The
corporation
shall
at
27
the
time
it
files
the
instrument
with
the
secretary
of
state
28
deliver
also
to
the
secretary
of
state
for
filing
in
the
29
secretary
of
state’s
office
any
biennial
report
which
is
then
30
due.
31
(2)
If
the
county
of
the
initial
registered
office
as
stated
32
in
the
instrument
for
a
corporation
organized
under
chapter
33
524
or
533
is
one
which
is
other
than
the
county
where
the
34
principal
place
of
business
of
the
corporation,
as
designated
35
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in
its
articles
of
incorporation,
was
located,
the
corporation
1
shall
forward
to
the
county
recorder
of
the
county
in
which
the
2
principal
place
of
business
of
the
corporation
was
located
a
3
copy
of
the
instrument
and
the
corporation
shall
forward
to
the
4
recorder
of
the
county
in
which
the
initial
registered
office
5
of
the
corporation
is
located,
in
addition
to
a
copy
of
the
6
original
instrument,
a
copy
of
the
articles
of
incorporation
of
7
the
corporation
together
with
all
amendments
to
them
as
then
8
on
file
in
the
secretary
of
state’s
office.
The
corporation
9
shall,
through
an
officer
or
director,
certify
to
the
secretary
10
of
state
that
a
copy
has
been
sent
to
each
applicable
county
11
recorder,
including
the
date
each
copy
was
sent.
12
c.
Upon
the
filing
of
the
instrument
by
a
corporation
all
13
of
the
following
apply:
14
(1)
All
of
the
provisions
of
this
chapter
apply
to
the
15
corporation.
16
(2)
The
secretary
of
state
shall
issue
a
certificate
as
to
17
the
filing
of
the
instrument
and
deliver
the
certificate
to
the
18
corporation
or
its
representative.
19
(3)
The
secretary
of
state
shall
not
file
the
instrument
20
with
respect
to
a
corporation
unless
at
the
time
of
filing
21
the
corporation
is
validly
existing
and
in
good
standing
in
22
that
office
under
the
chapter
under
which
it
is
incorporated.
23
The
corporation
shall
be
considered
validly
existing
and
in
24
good
standing
for
the
purpose
of
this
chapter
for
a
period
of
25
three
months
following
the
expiration
date
of
the
corporation,
26
provided
all
biennial
reports
due
have
been
filed
and
all
fees
27
due
in
connection
with
the
biennial
reports
have
been
paid.
28
d.
The
provisions
of
this
chapter
becoming
applicable
to
29
a
corporation
voluntarily
electing
to
be
governed
by
this
30
chapter
do
not
affect
any
right
accrued
or
established,
or
any
31
liability
or
penalty
incurred,
under
the
chapter
under
which
32
it
is
incorporated
prior
to
the
filing
by
the
secretary
of
33
state
in
the
secretary
of
state’s
office
of
the
instrument
34
manifesting
the
election
by
the
corporation
to
adopt
the
35
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provisions
of
this
chapter
as
provided
in
this
subsection.
1
4.
A
corporation
subject
to
this
chapter
is
not
subject
to
2
chapter
491,
492,
493,
or
495.
3
Sec.
210.
NEW
SECTION
.
490.1802
Application
to
existing
4
foreign
corporation.
5
A
foreign
corporation
registered
or
authorized
to
do
6
business
in
this
state
on
the
effective
date
of
this
Act
is
7
subject
to
this
chapter,
is
deemed
to
be
registered
to
do
8
business
in
this
state,
and
is
not
required
to
file
a
foreign
9
registration
statement
under
this
chapter.
10
Sec.
211.
NEW
SECTION
.
490.1803
Savings
provisions.
11
1.
Except
as
to
procedural
provisions,
this
Act
does
not
12
affect
any
of
the
following:
13
a.
A
pending
action
or
proceeding
or
a
right
accrued
before
14
the
effective
date
of
this
Act,
and
a
pending
civil
action
15
or
proceeding
may
be
completed,
and
a
right
accrued
may
be
16
enforced,
as
if
this
Act
had
not
become
effective.
17
b.
The
requirements
set
forth
in
2018
Iowa
Acts,
chapter
18
1015.
19
2.
If
a
penalty
or
punishment
for
violation
of
a
statute
20
or
rule
is
reduced
by
this
Act,
the
penalty,
if
not
already
21
imposed,
shall
be
imposed
in
accordance
with
this
Act.
22
3.
In
the
event
that
any
provision
of
this
chapter
is
23
deemed
to
modify,
limit,
or
supersede
the
federal
Electronic
24
Signatures
in
Global
and
National
Commerce
Act,
15
U.S.C.
§7001
25
et
seq.,
the
provisions
of
this
chapter
shall
control
to
the
26
maximum
extent
permitted
by
section
102(a)(2)
of
that
federal
27
Act.
28
Sec.
212.
NEW
SECTION
.
490.1804
Severability.
29
If
any
provision
of
this
chapter
or
its
application
to
any
30
person
or
circumstance
is
held
invalid
by
a
court
of
competent
31
jurisdiction,
the
invalidity
does
not
affect
other
provisions
32
or
applications
of
this
chapter
that
can
be
given
effect
33
without
the
invalid
provision
or
application.
34
Sec.
213.
REPEAL.
2018
Iowa
Acts,
chapter
1015,
section
8,
35
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is
repealed.
1
Sec.
214.
CONTINUATION
OF
THE
ARTICLES
OF
2
INCORPORATION.
Notwithstanding
the
amendments
to
sections
3
490.803,
490.805,
490.806,
and
490.810,
and
the
repeal
of
4
490.806A,
490.806B,
and
490.1005A,
as
provided
in
this
division
5
of
this
Act,
any
amendment
to
the
articles
of
incorporation
6
of
a
public
corporation
adopted
in
compliance
with
section
7
490.806A
or
490.806B
as
those
sections
existed
immediately
8
prior
to
the
effective
date
of
this
division
of
this
Act
shall
9
remain
in
effect
until
amended
or
repealed
as
provided
in
the
10
relevant
sections
of
chapter
490
as
those
sections
exist
on
or
11
after
the
effective
date
of
this
division
of
this
Act.
12
Sec.
215.
CODE
EDITOR
DIRECTIVE.
13
1.
The
Code
editor
is
directed
to
make
the
following
14
transfers:
15
a.
Section
490.135,
as
amended
by
this
division
of
this
Act,
16
to
section
490.130.
17
b.
Section
490.833,
as
amended
by
this
division
of
this
Act,
18
to
section
490.832.
19
c.
Section
490.629
to
section
490.628.
20
d.
Section
490.1622,
as
amended
by
this
division
of
this
21
Act,
to
section
490.1621.
22
2.
The
Code
editor
shall
correct
internal
references
in
the
23
Code
and
in
any
enacted
legislation
as
necessary
due
to
the
24
enactment
of
this
section.
25
Sec.
216.
REPEAL.
Sections
490.624A,
490.628,
490.806A,
26
490.806B,
490.1005A,
490.1111,
490.1112,
490.1113,
490.1114,
27
490.1520,
490.1523,
490.1530,
490.1531,
490.1532,
and
490.1606,
28
Code
2020,
are
repealed.
29
Sec.
217.
DIRECTIONS
TO
THE
CODE
EDITOR.
The
Code
editor
30
is
directed
to
divide
Code
chapter
490
into
subchapters
and
31
subdivide
certain
subchapters
into
parts,
including
sections
in
32
that
chapter
not
amended
in
this
Act,
and
sections
amended
or
33
enacted
in
this
Act,
as
follows:
34
1.
Subchapter
I,
subdivided
into
part
A,
including
sections
35
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490.101
and
490.102;
part
B,
including
sections
490.120
through
1
490.129;
part
C,
including
section
490.130;
part
D,
including
2
sections
490.140
through
490.144;
and
part
E,
including
3
sections
490.145
through
490.152.
4
2.
Subchapter
II,
including
sections
490.201
through
5
490.208.
6
3.
Subchapter
III,
including
sections
490.301
through
7
490.304.
8
4.
Subchapter
IV,
including
sections
490.401
through
9
490.403.
10
5.
Subchapter
V,
including
sections
490.501
through
11
490.504.
12
6.
Subchapter
VI,
subdivided
into
part
A,
including
13
sections
490.601
through
490.604;
part
B,
including
sections
14
490.620
through
490.627;
part
C,
including
sections
490.630
and
15
490.631;
and
part
D,
including
section
490.640.
16
7.
Subchapter
VII,
subdivided
into
part
A,
including
17
sections
490.701
through
490.709;
part
B,
including
sections
18
490.720
through
490.729;
part
C,
including
sections
490.730
19
through
490.732;
part
D,
including
sections
490.740
through
20
490.747;
and
part
E,
including
sections
490.748
and
490.749.
21
8.
Subchapter
VIII,
subdivided
into
part
A,
including
22
sections
490.801
through
490.811;
part
B,
including
sections
23
490.820
through
490.826;
part
C,
including
sections
490.830
24
through
490.832;
part
D,
including
sections
490.840
through
25
490.844;
part
E,
including
sections
490.850
through
490.859;
26
part
F,
including
sections
490.860
through
490.863;
and
part
27
G,
including
section
490.870.
28
9.
Subchapter
IX,
subdivided
into
part
A,
including
29
sections
490.901
through
490.904;
part
B,
including
sections
30
490.920
through
490.924;
and
part
C,
including
sections
490.930
31
through
490.935.
32
10.
Subchapter
X,
subdivided
into
part
A,
including
33
sections
490.1001
through
490.1009;
and
part
B,
including
34
sections
490.1020
through
490.1022.
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11.
Subchapter
XI,
including
sections
490.1101
through
1
490.1110.
2
12.
Subchapter
XII,
including
sections
490.1201
and
3
490.1202.
4
13.
Subchapter
XIII,
subdivided
into
part
A,
including
5
sections
490.1301
through
490.1303;
part
B,
including
sections
6
490.1320
through
490.1326;
subchapter
C,
including
sections
7
490.1330
and
490.1331;
and
part
D,
including
section
490.1340.
8
14.
Subchapter
XIV,
subdivided
into
part
A,
including
9
sections
490.1401
through
490.1409;
part
B,
including
sections
10
490.1420
through
490.1423;
part
C,
including
sections
490.1430
11
through
490.1434;
and
part
D,
including
section
490.1440.
12
15.
Subchapter
XV,
including
sections
490.1501
through
13
490.1512.
14
16.
Subchapter
XVI,
subdivided
into
part
A,
including
15
sections
490.1601
through
490.1605;
and
part
B,
including
16
sections
490.1620
and
490.1621.
17
17.
Subchapter
XVII,
including
sections
490.1701
through
18
490.1706.
19
18.
Subchapter
XVIII,
including
sections
490.1801
through
20
490.1804.
21
Sec.
218.
EFFECTIVE
DATE.
This
division
of
this
Act
takes
22
effect
July
1,
2021.
23
DIVISION
II
24
CORRESPONDING
AMENDMENTS
25
Sec.
219.
Section
249A.40,
Code
2020,
is
amended
to
read
as
26
follows:
27
249A.40
Involuntarily
dissolved
providers
——
overpayments
or
28
incorrect
payments.
29
Medical
assistance
paid
to
a
provider
following
involuntary
30
administrative
dissolution
of
the
provider
pursuant
to
chapter
31
490,
subchapter
XIV,
part
B
,
shall
be
considered
incorrectly
32
paid
for
the
purposes
of
section
249A.53
and
the
provider
33
shall
be
considered
to
have
received
an
overpayment
for
the
34
purposes
of
this
subchapter
.
For
the
purposes
of
this
section
,
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the
overpayment
shall
not
accrue
until
after
a
grace
period
1
of
ninety
days
following
receipt
of
notice
by
the
provider
2
of
the
dissolution
from
the
department.
Notwithstanding
3
section
490.1422
,
or
any
other
similar
retroactive
provision
4
for
reinstatement,
the
director
shall
recoup
any
medical
5
assistance
paid
to
a
provider
while
the
provider
was
dissolved
6
if
the
provider
is
not
retroactively
reinstated
within
the
7
ninety-day
grace
period.
The
principals
of
the
provider
shall
8
be
personally
liable
for
the
incorrect
payment
or
overpayment.
9
Sec.
220.
Section
455B.397,
Code
2020,
is
amended
to
read
10
as
follows:
11
455B.397
Financial
disclosure.
12
Immediately
upon
the
incurrence
of
any
liability
to
13
the
state
under
this
part,
the
debtor
shall
submit
to
the
14
director
a
report
consisting
of
documentation
of
the
debtor’s
15
liabilities
and
assets,
including
if
filed,
a
copy
of
the
16
annual
biennial
report
submitted
to
the
secretary
of
state
17
pursuant
to
chapter
490
section
490.1622
.
A
subsequent
report
18
pursuant
to
this
section
shall
be
submitted
annually
on
April
19
15
for
the
life
of
the
debt.
These
reports
shall
be
kept
20
confidential
and
shall
not
be
available
to
the
public.
21
Sec.
221.
Section
455B.430,
subsection
5,
Code
2020,
is
22
amended
to
read
as
follows:
23
5.
Immediately
upon
the
listing
of
real
property
in
the
24
registry
of
hazardous
waste
or
hazardous
substance
disposal
25
sites,
a
person
liable
for
cleanup
costs
shall
submit
to
26
the
director
a
report
consisting
of
documentation
of
the
27
responsible
person’s
liabilities
and
assets,
including
if
28
filed,
a
copy
of
the
annual
biennial
report
submitted
to
the
29
secretary
of
state
pursuant
to
chapter
490
section
490.1622
.
A
30
subsequent
report
pursuant
to
this
section
shall
be
submitted
31
annually
on
April
15
for
the
period
the
site
remains
on
the
32
registry.
33
Sec.
222.
Section
491.16A,
Code
2020,
is
amended
to
read
as
34
follows:
35
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491.16A
Directors
and
officers
——
duties
and
liabilities.
1
Sections
490.830
,
490.831
,
and
490.833
through
490.832
,
2
sections
490.840
through
490.842
,
sections
490.860
through
3
490.863
,
and
section
490.870
apply
to
corporations
organized
4
under
or
subject
to
this
chapter
.
5
Sec.
223.
Section
496C.14,
subsection
5,
Code
2020,
is
6
amended
to
read
as
follows:
7
5.
Notwithstanding
subsections
1
through
4
,
purchase
by
8
the
corporation
is
not
required
upon
the
occurrence
of
any
9
event
other
than
death
of
a
shareholder
if
the
corporation
10
is
dissolved
or
voluntarily
elects
to
adopt
the
provisions
11
of
the
Iowa
business
corporation
Act,
as
provided
in
section
12
490.1701
490.1801
,
subsection
2,
within
sixty
days
after
the
13
occurrence
of
the
event.
The
articles
of
incorporation
or
14
bylaws
may
provide
that
purchase
is
not
required
upon
the
death
15
of
a
shareholder
if
the
corporation
is
dissolved
within
sixty
16
days
after
the
death.
Notwithstanding
subsections
1
through
4
,
17
purchase
by
the
corporation
is
not
required
upon
the
death
of
a
18
shareholder
if
the
corporation
voluntarily
elects
to
adopt
the
19
provisions
of
the
Iowa
business
corporation
Act,
as
provided
20
in
section
490.1701
490.1801
,
subsection
2
,
within
sixty
days
21
after
death.
22
Sec.
224.
Section
496C.19,
Code
2020,
is
amended
to
read
as
23
follows:
24
496C.19
Dissolution
or
liquidation.
25
Violation
of
any
provision
of
this
chapter
by
a
professional
26
corporation
or
any
of
its
shareholders,
directors,
or
officers
27
shall
be
cause
for
its
involuntary
dissolution,
or
liquidation
28
of
its
assets
and
business
by
the
district
court,
as
provided
29
in
the
Iowa
business
corporation
Act,
chapter
490
.
Upon
the
30
death
of
the
last
remaining
shareholder
of
a
professional
31
corporation,
or
whenever
the
last
remaining
shareholder
is
not
32
licensed
or
ceases
to
be
licensed
to
practice
in
this
state
a
33
profession
which
the
corporation
is
authorized
to
practice,
34
or
whenever
any
person
other
than
the
shareholder
of
record
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becomes
entitled
to
have
all
shares
of
the
last
remaining
1
shareholder
of
the
corporation
transferred
into
that
person’s
2
name
or
to
exercise
voting
rights,
except
as
a
proxy,
with
3
respect
to
such
shares,
the
corporation
shall
not
practice
4
any
profession
and
it
shall
either
be
promptly
dissolved
or
5
shall
promptly
elect
to
adopt
the
provisions
of
the
Iowa
6
business
corporation
Act,
as
provided
in
section
490.1701
7
490.1801
,
subsection
2.
However,
if
prior
to
such
dissolution
8
all
outstanding
shares
of
the
corporation
are
acquired
by
9
one
or
more
persons
licensed
to
practice
in
this
state
a
10
profession
which
the
corporation
is
authorized
to
practice,
11
the
corporation
need
not
be
dissolved
and
may
practice
the
12
profession
as
provided
in
this
chapter
.
13
Sec.
225.
Section
499.69A,
subsection
2,
paragraph
b,
14
subparagraph
(2),
Code
2020,
is
amended
to
read
as
follows:
15
(2)
For
a
qualified
corporation
which
is
a
party
to
the
16
proposed
qualified
merger,
the
qualified
corporation
shall
17
approve
the
plan
as
provided
in
chapter
490
,
subchapter
XI
.
18
Sec.
226.
Section
499.69A,
subsections
5
and
6,
Code
2020,
19
are
amended
to
read
as
follows:
20
5.
The
effect
of
a
qualified
merger
for
a
qualified
survivor
21
which
is
a
cooperative
association
shall
be
as
provided
for
in
22
this
chapter
.
The
effect
of
a
qualified
merger
for
a
qualified
23
survivor
which
is
a
qualified
corporation
shall
be
as
provided
24
for
corporations
under
chapter
490
,
subchapter
XI
.
25
6.
The
provisions
governing
the
right
of
a
shareholder
or
26
member
of
a
cooperative
association
to
object
to
a
merger
or
27
the
right
of
a
member
to
dissent
and
obtain
payment
of
the
28
fair
value
of
an
interest
in
the
cooperative
association
in
29
the
case
of
a
merger
as
provided
in
this
chapter
shall
apply
30
to
a
qualified
merger.
The
provisions
governing
the
right
31
of
a
shareholder
of
a
corporation
to
dissent
from
exercise
32
appraisal
rights
and
obtain
payment
of
the
fair
value
of
the
33
shareholder’s
shares
in
the
case
of
a
merger
as
provided
in
34
subchapter
XIII
of
chapter
490
,
subchapter
XIII,
shall
apply
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to
a
qualified
merger.
1
Sec.
227.
Section
508.12,
subsection
1,
Code
2020,
is
2
amended
to
read
as
follows:
3
1.
An
insurer
which
is
organized
under
the
laws
of
any
4
state
and
has
created
or
will
create
jobs
in
this
state
or
5
which
is
an
affiliate
or
subsidiary
of
a
domestic
insurer,
6
and
is
admitted
to
do
business
in
this
state
for
the
purpose
7
of
writing
insurance
authorized
by
this
chapter
may
become
a
8
domestic
insurer
by
complying
with
section
490.902
chapter
9
490,
subchapter
IX
or
section
491.33
and
with
all
of
the
10
requirements
of
law
relative
to
the
organization
and
licensing
11
of
a
domestic
insurer
of
the
same
type
and
by
designating
12
its
principal
place
of
business
in
this
state
may
become
a
13
domestic
corporation
and
be
entitled
to
like
certificates
of
14
its
corporate
existence
and
license
to
transact
business
in
15
this
state,
and
be
subject
in
all
respects
to
the
authority
and
16
jurisdiction
thereof.
17
Sec.
228.
Section
508B.2,
subsection
2,
Code
2020,
is
18
amended
to
read
as
follows:
19
2.
A
plan
of
conversion
may
provide
that
a
mutual
company
20
may
convert
into
a
domestic
stock
company,
convert
and
merge,
21
or
convert
and
consolidate
with
a
domestic
stock
company,
22
as
provided
in
chapter
490
or
491
,
whichever
is
applicable.
23
However,
the
mutual
company
is
not
required
to
comply
with
24
sections
491.102
through
491.105
or
sections
490.1102
and
25
490.1104
relating
to
approval
of
a
merger
or
consolidation
26
plans
plan,
or
sections
490.1102
and
490.1104
providing
for
27
a
plan
of
merger
or
share
exchange,
by
boards
of
directors
28
and
shareholders,
if
at
the
time
of
approval
of
the
plan
of
29
conversion
the
board
of
directors
approves
the
merger
or
30
consolidation
and
if
at
the
time
of
approval
of
the
plan
by
31
policyholders
as
provided
in
section
508B.6
,
the
policyholders
32
approve
the
merger
or
consolidation.
This
chapter
supersedes
33
any
conflicting
provisions
of
chapters
521
and
521A
.
A
mutual
34
company
may
convert,
merge,
or
consolidate
as
part
of
a
plan
of
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conversion
in
which
a
majority
or
all
of
the
common
shares
of
1
the
stock
company
are
acquired
by
another
corporation,
which
2
may
be
a
corporation
organized
for
that
purpose,
or
in
which
3
the
new
stock
company
consolidates
with
a
stock
company
to
form
4
another
stock
company.
5
Sec.
229.
Section
515.78,
subsection
1,
Code
2020,
is
6
amended
to
read
as
follows:
7
1.
An
insurer
which
is
organized
under
the
laws
of
any
8
state
and
has
created
or
will
create
jobs
in
this
state
or
9
which
is
an
affiliate
or
subsidiary
of
a
domestic
insurer,
10
and
is
admitted
to
do
business
in
this
state
for
the
purpose
11
of
writing
insurance
authorized
by
this
chapter
may
become
a
12
domestic
insurer
by
complying
with
section
490.902
chapter
13
490,
subchapter
IX
or
section
491.33
and
with
all
of
the
14
requirements
of
law
relative
to
the
organization
and
licensing
15
of
a
domestic
insurer
of
the
same
type
and
by
designating
16
its
principal
place
of
business
in
this
state
may
become
a
17
domestic
corporation
and
be
entitled
to
like
certificates
of
18
its
corporate
existence
and
license
to
transact
business
in
19
this
state,
and
be
subject
in
all
respects
to
the
authority
and
20
jurisdiction
thereof.
21
Sec.
230.
Section
515E.3A,
subsection
1,
paragraph
a,
Code
22
2020,
is
amended
to
read
as
follows:
23
a.
Complying
with
section
490.902
chapter
490,
subchapter
24
IX
.
25
Sec.
231.
Section
515G.3,
subsection
2,
Code
2020,
is
26
amended
to
read
as
follows:
27
2.
A
plan
of
conversion
for
an
insurer
organized
on
28
the
mutual
plan
under
chapter
491
,
shall
also
provide
for
29
conversion
to
a
stock
company
as
follows:
the
insurer
30
organized
on
the
mutual
plan
under
chapter
491
shall
amend
31
its
articles
pursuant
to
chapter
491
as
necessary
to
become
32
a
stock
company,
and
shall
immediately
convert
to
a
chapter
33
490
corporation
as
provided
in
section
490.1701
490.1801
upon
34
becoming
a
stock
company.
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Sec.
232.
Section
556.5,
subsection
4,
paragraph
b,
Code
1
2020,
is
amended
to
read
as
follows:
2
b.
A
disbursement
held
by
a
cooperative
association
shall
3
not
be
deemed
abandoned
under
this
chapter
if
the
disbursement
4
is
retained
by
a
cooperative
association
organized
under
5
chapter
490
as
provided
in
section
490.629
,
by
a
cooperative
6
association
organized
under
chapter
499
as
provided
in
section
7
499.30A
,
or
by
a
cooperative
as
provided
in
section
501A.1008
.
8
Sec.
233.
EFFECTIVE
DATE.
This
division
of
this
Act
takes
9
effect
July
1,
2021.
10
EXPLANATION
11
The
inclusion
of
this
explanation
does
not
constitute
agreement
with
12
the
explanation’s
substance
by
the
members
of
the
general
assembly.
13
BACKGROUND.
Code
chapter
490,
the
“Iowa
Business
14
Corporation
Act”
(IBCA)
was
enacted
in
1989
(1989
Iowa
Acts,
15
chapter
288),
and
it
is
the
primary
Code
chapter
governing
the
16
requirements
for
the
creation,
organization,
and
operation
of
17
for-profit
corporations,
including
the
relationship
between
18
shareholders,
directors,
and
officers
of
the
corporation.
19
Generally,
and
with
notable
exceptions,
the
IBCA
establishes
20
default
requirements
and
procedures
which
may
be
modified
by
a
21
corporation’s
articles
of
incorporation
or
bylaws.
The
IBCA
is
22
administered
by
the
secretary
of
state.
23
BASIS
FOR
THE
IBCA.
The
IBCA
was
based
on
legislation
24
proposed
by
the
American
bar
association
(ABA)
referred
to
25
as
the
model
business
corporation
Act
(MBCA)
and
has
been
26
subsequently
amended.
The
most
substantial
amendments
to
27
the
IBCA,
based
on
ABA-recommended
legislation,
were
enacted
28
in
2013
(2013
Iowa
Acts,
chapter
31).
This
bill
includes
29
amendments
adopted
in
2016
by
the
ABA
corporate
laws
committee
30
and
published
as
the
fourth
edition
of
the
MBCA
(new
MBCA).
31
The
new
MBCA
is
divided
into
various
chapters
which
are
32
referred
to
as
subchapters
in
Code
chapter
490.
The
new
MBCA
33
makes
a
number
of
changes
to
most
of
its
sections,
in
many
34
instances
to
enhance
readability
or
internal
consistency.
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FORMS
AND
FILING
FEES.
The
bill
revises
the
types
of
1
documents
that
the
secretary
of
state
may
prescribe
without
2
requiring
that
the
form
of
such
documents
are
mandatory
3
(amended
Code
section
490.121).
It
eliminates
specific
4
filing
fees
currently
set
forth
by
statute
which
presumably
5
would
leave
the
amount
of
such
fees
to
the
discretion
of
6
the
secretary
of
state
(amended
Code
section
490.122).
It
7
revises
requirements
to
determine
when
a
document
filed
with
8
the
secretary
of
state
becomes
effective
(amended
Code
section
9
490.123).
10
DEFINITIONS.
The
bill
rewrites
a
number
of
definitions
11
applicable
throughout
the
IBCA,
including
by
eliminating
the
12
definition
of
a
“public
corporation”
(a
corporation
having
a
13
class
of
voting
stock
that
is
listed
on
a
national
securities
14
exchange
or
held
of
record
by
more
than
2,000
shareholders)
15
which
currently
distinguishes
such
entities
from
closely
held
16
corporations
(amended
Code
section
490.140).
Therefore,
a
17
shareholder
agreement
would
survive
an
entity’s
move
from
18
a
closed
corporation
to
a
public
corporation
(amended
Code
19
section
490.732).
The
bill
defines
“eligible
entities”,
20
which
include
noncorporate
entities
authorized
to
engage
21
in
transactions
with
a
corporation,
including
by
merger
or
22
share
exchange
(amended
Code
sections
490.140,
490.1102,
and
23
490.1103).
24
FORUM.
The
bill
provides
that
the
article
of
incorporation
25
or
bylaws
may
specify
the
forum
for
litigation
involving
26
internal
corporate
claims
(new
Code
section
490.208).
27
RATIFICATION
AS
A
METHOD
TO
CURE
A
DEFECT
IN
A
CORPORATE
28
ACTION.
The
bill
provides
a
process
to
remedy
a
defect
29
in
the
manner
in
which
a
corporate
action
was
authorized
30
(“ratification”),
including
an
action
relating
to
the
issuance
31
of
shares,
thereby
creating
a
“safe
harbor”
procedure
for
a
32
corporation
to
avoid
a
legal
challenge.
The
remedial
action
33
may
be
taken
by
the
board
of
directors
and
if
required
by
34
the
shareholders.
It
also
provides
for
a
judicial
remedy.
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Finally,
the
bill
provides
for
the
retroactive
validity
of
the
1
remedial
action
(new
Code
sections
490.145
through
490.152).
2
REGISTERED
OFFICES
AND
REGISTERED
AGENTS.
The
bill
provides
3
that
the
resignation
of
a
registered
agent
of
a
foreign
4
corporation
takes
effect
either
at
12:01
a.m.
on
the
31st
day
5
after
the
day
on
which
the
registration
statement
is
filed
with
6
the
secretary
of
state
or
the
designation
of
a
new
registered
7
agent
by
the
corporation,
whichever
is
earlier
(amended
Code
8
section
490.503).
9
DIRECTORS.
The
bill
provides
for
the
qualifications
of
10
directors
or
nominees
for
directors,
including
as
may
be
11
prescribed
by
the
articles
of
incorporation
or
bylaws
(e.g.,
12
not
being
subject
to
criminal,
civil,
or
administrative
13
sanctions).
It
requires
that
the
qualifications
must
be
both
14
reasonable
and
lawful
(amended
Code
section
490.802).
It
15
provides
for
the
judicial
removal
of
a
director
by
a
court
and
16
for
a
court
order
barring
the
director
from
seeking
reelection
17
(amended
Code
section
490.809).
It
also
provides
quorum
18
requirements
for
a
meeting
of
the
board
as
specified
by
the
19
articles
of
incorporation
or
bylaws
so
long
as
it
consists
20
of
at
least
one-third
of
the
total
number
of
directors
as
21
currently
required
(amended
Code
section
490.824).
It
also
22
provides
that
in
a
noncompetitive
election,
a
director
who
23
failed
to
receive
a
majority
vote
may
fill
the
office
for
90
24
days
(new
Code
section
490.1022).
25
DIRECTORS
AND
OFFICERS
——
BUSINESS
OPPORTUNITIES
AND
26
EXPENSES.
A
director
or
officer
may
be
presented
with
27
a
business
opportunity
that
affects
the
interest
of
the
28
corporation,
and
may
create
a
duty
to
present
the
business
29
opportunity
to
the
corporation
to
be
approved
by
qualified
30
(i.e.,
disinterested)
board
members.
The
bill
provides
that
31
the
articles
of
incorporation
may
limit
or
eliminate
this
duty
32
(amended
Code
sections
490.202
and
490.870).
It
also
provides
33
for
advancing
expenses
to
directors
and
officers
(e.g.,
in
34
cases
involving
litigation).
The
bill
eliminates
a
requirement
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that
the
director
or
officer
must
provide
a
written
affirmation
1
that
the
director
or
officer
has
satisfied
the
required
2
standard
of
conduct,
but
does
not
amend
another
requirement
3
that
requires
repayment
if
the
person
is
not
required
to
be
4
indemnified
(amended
Code
sections
490.851
and
490.853).
5
OFFICERS
——
STANDARD
OF
CONDUCT.
The
bill
provides
methods
6
for
an
officer
to
report
a
violation
of
law
or
other
breach
of
a
7
fiduciary
obligation
(amended
Code
section
490.842).
8
SHAREHOLDERS.
The
bill
provides
for
procedures
for
9
notifying
shareholders
(amended
Code
section
490.141).
It
10
amends
provisions
allowing
for
remote
participation
by
11
shareholders,
by
providing
for
such
access
during
annual
12
and
special
meetings,
including
remote-only
access
without
13
a
designated
location
(amended
Code
section
490.709).
It
14
prohibits
a
corporation
from
voting
shares
of
an
entity
15
which
is
owned
or
controlled
by
the
corporation,
regardless
16
of
the
circumstances
(amended
Code
section
490.721).
It
17
provides
that
the
articles
of
incorporation
or
bylaws
cannot
18
establish
a
quorum
that
is
less
than
that
required
by
the
19
Code
chapter
(amended
Code
section
490.725).
It
requires
20
that
before
a
shareholder
(interest
holder)
becomes
liable
21
for
a
new
obligation
due
to
the
amendment
to
the
articles
of
22
incorporation
(new
interest
holder
liability),
the
shareholder
23
must
provide
written
consent
(amended
Code
section
490.1003).
24
SHARES
AND
DISTRIBUTIONS.
The
bill
provides
that
a
25
shareholder
may
become
personally
liable
for
the
debts
of
26
the
corporation
if
such
liability
is
due
to
a
shareholder’s
27
conduct.
It
eliminates
a
provision,
not
part
of
the
MBCA,
28
referred
to
as
the
“poison
pill”
that
allows
a
board
of
29
directors
to
prevent
a
hostile
takeover
(repealed
Code
30
section
490.624A).
It
provides
that
a
board
of
directors
may
31
fix
the
record
date
for
determining
when
shareholders
are
32
entitled
to
receive
a
dividend
or
distribution
(amended
Code
33
sections
490.623
and
490.640).
The
record
date
is
the
date
34
for
determining
the
identity
of
the
corporation’s
shareholders
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(amended
Code
section
490.705).
1
DOMESTICATION
AND
CONVERSION.
The
bill
provides
a
procedure
2
referred
to
as
domestication
which
allows
an
entity
organized
3
under
Iowa
law
to
change
its
state
of
incorporation
(to
become
4
foreign)
to
another
state
or
to
allow
an
entity
incorporated
5
in
another
state
to
be
incorporated
in
Iowa
(new
Code
sections
6
490.920
through
490.924).
It
also
rewrites
provisions
for
7
the
process
of
conversion
in
which
a
domestic
corporation
may
8
become
another
type
of
entity
or
a
foreign
entity
which
is
not
9
a
corporation
may
become
a
domestic
corporation
(Iowa
Code
10
sections
490.1111
through
490.1114
repealed
and
replaced
by
new
11
Code
sections
490.930
through
490.935).
12
FOREIGN
CORPORATIONS.
The
bill
eliminates
the
term
13
“certificate
of
authorization”
issued
to
a
foreign
corporation,
14
replaces
that
term
with
“certificate
of
registration”,
and
15
includes
specific
requirements
for
that
document
(Code
section
16
490.128).
It
repeals
a
number
of
provisions
relating
to
the
17
issuance
or
revocation
of
such
authorization,
including
the
18
withdrawal
of
a
foreign
corporation’s
authorization
(Code
19
section
490.1520),
the
transfer
of
a
foreign
corporation’s
20
authorization
to
transact
business
in
this
state
(Code
section
21
490.1523),
the
grounds
or
the
revocation
of
a
certificate
of
22
authority
(Code
section
490.1530),
the
procedure
for
such
23
revocation
(Code
section
490.1531),
and
a
process
to
repeal
24
that
revocation
(Code
section
490.1532).
25
MERGERS
AND
SHARE
EXCHANGES
WITHOUT
SHAREHOLDER
APPROVAL.
26
The
bill
amends
provisions
allowing
for
both
mergers
(the
27
combination
or
consolidation
of
two
or
more
entities
into
a
28
new
entity)
and
a
share
exchange
(a
transaction
in
which
two
29
corporations
exchange
shares
or
securities
which
results
in
one
30
corporation
controlling
the
acquired
corporation
while
each
31
corporation
remains
in
existence).
The
bill
allows
a
merger
or
32
share
exchange
without
a
shareholder
vote
in
addition
to
the
33
current
short
form
exception
that
allows
such
a
transaction
34
only
if
the
acquiring
corporation
would
own
90
percent
of
the
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shares
in
the
other
corporation
after
the
transaction.
Under
1
the
bill,
the
transaction
is
allowed,
so
long
as
a
number
2
of
conditions
are
satisfied
(amended
Code
sections
490.1101
3
through
490.1108
and
unamended
sections
490.1108A
through
4
490.1110).
The
merger
or
share
exchange
must
follow
the
tender
5
offer
and
be
made
on
the
terms
provided
in
the
plan
of
merger
6
or
share
exchange,
and
the
offeror
must
acquire
enough
shares
7
to
permit
it
to
approve
the
merger
or
share
exchange
as
if
the
8
matter
were
submitted
to
a
vote
at
a
meeting
of
shareholders.
9
It
would
also
allow
for
a
subsidiary
corporation
to
merge
with
10
an
unincorporated
parent
entity
without
the
approval
of
the
11
subsidiary
corporation’s
board
of
directors
or
shareholders
12
(amended
Code
section
490.1105).
13
APPRAISAL
RIGHTS.
The
bill
amends
provisions
that
allow
14
a
minority
(dissenting)
shareholder
to
assert
appraisal
15
rights
which
triggers
a
payout
for
the
fair
value
for
the
16
shareholder’s
shares
under
limited
circumstances
where
a
17
material
change
in
the
relationship
between
the
corporation
18
and
the
shareholder
is
proposed
(e.g.,
in
the
case
of
a
merger
19
or
share
exchange).
The
bill
provides
that
a
domestication
20
or
conversion
to
an
unincorporated
entity
also
triggers
that
21
right
(Code
section
490.1302).
It
also
limits
the
right
to
an
22
appraisal
if
the
corporate
action
involves
the
distribution
of
23
the
corporation’s
net
assets
to
the
shareholders.
24
DISSOLUTION.
The
bill
allows
the
board
of
directors
to
fix
25
a
record
date
to
determine
shareholder
distribution
so
long
as
26
it
is
not
made
retroactive
(amended
Code
section
490.1405).
It
27
also
requires
the
board
to
make
reasonable
payment
of
claims
28
and
distributions
in
liquidations
of
assets
to
shareholders
29
after
satisfying
claims
(amended
Code
section
490.1409).
30
The
bill
largely
retains
the
current
provision
allowing
for
31
reinstatement
following
administrative
dissolution
(amended
32
Code
section
490.1422).
33
RECORDS
AND
REPORTS.
The
bill
amends
provisions
which
allow
34
for
the
inspection
of
corporate
records
by
shareholders
(e.g.,
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articles
of
incorporation,
bylaws,
notices
to
shareholders,
1
contact
information
for
directors
and
officers,
biennial
2
reports,
minutes
of
meetings,
records
of
action
taken
without
3
a
board
or
committee
meeting,
and
financial
statements).
The
4
bill
provides
that
the
corporation
may
impose
reasonable
5
restrictions
upon
a
shareholder’s
request,
including
6
confidentiality
and
the
use
distribution
of
such
records
7
(amended
Code
sections
490.1601
and
490.1602).
It
eliminates
8
a
requirement
that
a
corporation
deliver
or
make
available
9
to
shareholders
the
corporation’s
annual
financial
statement
10
(amended
Code
section
490.1620).
It
does
not
adopt
the
new
11
MBCA’s
provisions
relating
to
annual
reports
but
retains
and
12
revises
the
provision
requiring
corporations
to
prepare
and
13
deliver
biennial
reports
to
the
secretary
of
state
(amended
14
Code
section
490.1622).
15
BENEFIT
CORPORATIONS.
The
bill
authorizes
benefit
16
corporations.
A
benefit
corporation
allows
an
entity
to
be
17
formed
as
a
corporation
but
requires
directors
to
consider,
in
18
addition
to
shareholder
interests,
the
social,
environmental,
19
and
other
effects
of
corporate
activity,
and
allows
business
20
decisions
to
be
based
on
such
effects,
even
where
those
21
decisions
may
be
contrary
to
the
financial
interests
of
22
shareholders
(new
Code
sections
490.1701
through
490.1706).
23
In
order
to
become
or
stop
from
being
a
benefit
corporation,
24
the
articles
of
incorporation
must
be
amended
by
a
two-thirds
25
vote
of
all
outstanding
shares
of
the
corporation
entitled
to
26
vote
on
the
question
(new
Code
section
490.1703).
A
benefit
27
corporation
is
required
to
prepare
an
annual
benefit
report
28
that
addresses
the
efforts
of
the
corporation
during
the
29
preceding
year,
which
may
be
based
on
a
third-party
standard
30
(new
Code
section
490.1705).
31
TRANSITIONAL
PROVISIONS.
The
bill
includes
a
number
of
32
transitional
provisions.
This
includes
exceptions
from
its
33
provisions,
including
county
and
district
fairs
(Code
chapter
34
174),
entities
organized
on
a
cooperative
basis
(Code
chapters
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497,
498,
499,
499A,
501,
and
501A),
financial
institutions
1
(Code
chapters
524
and
533),
corporations
organized
on
a
mutual
2
plan
(Code
chapter
491),
and
professional
corporations
(Code
3
chapter
496C).
The
Code
section
does
not
prohibit
an
entity
4
from
electing
to
adopt
the
provisions
of
Code
chapter
490
(Code
5
section
490.1701).
6
SPECIAL
STAGGERED
TERMS
FOR
DIRECTORS.
The
bill
amends
a
7
provision
that
allowed
a
special
staggered
term
requirement
for
8
directors
of
a
public
corporation
(2011
Iowa
Acts,
chapter
2).
9
On
January
1,
2022,
the
provisions
that
allowed
for
the
special
10
requirement
are
repealed,
effectively
restoring
the
provisions
11
in
Code
chapter
490
as
they
existed
prior
to
the
2011
Act.
12
Under
the
bill,
those
Code
sections
will
be
replaced
by
the
13
bill’s
provisions
on
July
1,
2021.
The
bill
provides
that
the
14
repeals
do
not
affect
the
articles
of
incorporation
that
a
15
public
corporation
adopted
prior
to
the
bill’s
effective
date.
16
COORDINATING
AMENDMENTS.
The
bill
includes
a
number
of
17
coordinating
amendments
in
various
Code
chapters.
18
EFFECTIVE
DATE.
The
bill
takes
effect
on
July
1,
2021.
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