Senate
File
2339
-
Reprinted
SENATE
FILE
2339
BY
COMMITTEE
ON
JUDICIARY
(SUCCESSOR
TO
SSB
3175)
(As
Amended
and
Passed
by
the
Senate
June
12,
2020
)
A
BILL
FOR
An
Act
providing
for
corporations,
providing
for
certain
fees,
1
and
including
effective
date
provisions.
2
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
3
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2339
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S.F.
2339
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
chair
of
the
board
of
directors
of
a
domestic
or
31
foreign
corporation,
its
president,
or
another
of
its
officers.
32
b.
If
directors
have
not
been
selected
or
the
corporation
33
has
not
been
formed,
by
an
incorporator.
34
c.
If
the
corporation
is
in
the
hands
of
a
receiver,
35
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trustee,
or
other
court-appointed
fiduciary,
by
that
fiduciary.
1
7.
a.
The
person
executing
the
document
shall
sign
it
2
and
state
beneath
or
opposite
the
person’s
signature
the
3
person’s
name
and
the
capacity
in
which
the
document
is
signed.
4
The
document
may
but
need
not
contain
a
corporate
seal,
5
attestation,
acknowledgment,
or
verification.
6
b.
The
secretary
of
state
may
accept
for
filing
a
document
7
containing
a
copy
of
a
signature,
however
made.
8
8.
If
the
secretary
of
state
has
prescribed
a
mandatory
9
form
for
the
document
under
section
490.121,
subsection
1,
the
10
document
must
be
in
or
on
the
prescribed
form.
11
9.
The
document
must
be
delivered
to
the
office
of
the
12
secretary
of
state
for
filing.
Delivery
may
be
made
by
13
electronic
transmission
if
and
to
the
extent
permitted
by
the
14
secretary
of
state.
If
it
is
filed
in
typewritten
or
printed
15
form
and
not
transmitted
electronically,
the
secretary
of
state
16
may
require
one
exact
or
conformed
copy
to
be
delivered
with
17
the
document.
18
10.
When
the
document
is
delivered
to
the
office
of
the
19
secretary
of
state
for
filing,
the
correct
filing
fee,
and
any
20
franchise
tax,
license
fee,
or
penalty
required
by
this
chapter
21
or
other
law
to
be
paid
at
the
time
of
delivery
for
filing
must
22
be
paid
or
provision
for
payment
made
in
a
manner
permitted
by
23
the
secretary
of
state.
24
11.
Whenever
a
provision
of
this
chapter
permits
any
of
the
25
terms
of
a
plan
or
a
filed
document
to
be
dependent
on
facts
26
objectively
ascertainable
outside
the
plan
or
filed
document,
27
all
of
the
following
provisions
apply:
28
a.
The
manner
in
which
the
facts
will
operate
upon
the
terms
29
of
the
plan
or
filed
document
must
be
set
forth
in
the
plan
or
30
filed
document.
31
b.
The
facts
may
include
any
of
the
following:
32
(1)
Any
of
the
following
that
is
available
in
a
nationally
33
recognized
news
or
information
medium
either
in
print
or
34
electronically:
statistical
or
market
indices,
market
prices
35
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of
any
security
or
group
of
securities,
interest
rates,
1
currency
exchange
rates,
or
similar
economic
or
financial
data.
2
(2)
A
determination
or
action
by
any
person
or
body,
3
including
the
corporation
or
any
other
party
to
a
plan
or
filed
4
document.
5
(3)
The
terms
of,
or
actions
taken
under,
an
agreement
to
6
which
the
corporation
is
a
party,
or
any
other
agreement
or
7
document.
8
c.
As
used
in
this
subsection:
9
(1)
“Filed
document”
means
a
document
filed
by
the
secretary
10
of
state
under
any
provision
of
this
chapter
except
subchapter
11
XV
or
section
490.1622.
12
(2)
“Plan”
means
a
plan
of
domestication,
conversion,
13
merger,
or
share
exchange.
14
d.
The
following
provisions
of
a
plan
or
filed
document
15
shall
not
be
made
dependent
on
facts
outside
the
plan
or
filed
16
document:
17
(1)
The
name
and
address
of
any
person
required
in
a
filed
18
document.
19
(2)
The
registered
office
of
any
entity
required
in
a
filed
20
document.
21
(3)
The
registered
agent
of
any
entity
required
in
a
filed
22
document.
23
(4)
The
number
of
authorized
shares
and
designation
of
each
24
class
or
series
of
shares.
25
(5)
The
effective
date
of
a
filed
document.
26
(6)
Any
required
statement
in
a
filed
document
of
the
date
27
on
which
the
underlying
transaction
was
approved
or
the
manner
28
in
which
that
approval
was
given.
29
e.
If
a
provision
of
a
filed
document
is
made
dependent
on
a
30
fact
ascertainable
outside
of
the
filed
document,
and
that
fact
31
is
neither
ascertainable
by
reference
to
a
source
described
32
in
paragraph
“b”
,
subparagraph
(1),
nor
a
document
that
is
a
33
matter
of
public
record,
and
the
affected
shareholders
have
34
not
received
notice
of
the
fact
from
the
corporation,
then
the
35
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corporation
shall
file
with
the
secretary
of
state
articles
of
1
amendment
to
the
filed
document
setting
forth
the
fact
promptly
2
after
the
time
when
the
fact
referred
to
is
first
ascertainable
3
or
thereafter
changes.
Articles
of
amendment
under
this
4
paragraph
“e”
are
deemed
to
be
authorized
by
the
authorization
5
of
the
original
filed
document
to
which
they
relate
and
may
be
6
filed
by
the
corporation
without
further
action
by
the
board
of
7
directors
or
the
shareholders.
8
Sec.
3.
Section
490.121,
Code
2020,
is
amended
by
striking
9
the
section
and
inserting
in
lieu
thereof
the
following:
10
490.121
Forms.
11
1.
a.
The
secretary
of
state
may
prescribe
and
furnish
on
12
request
any
of
the
following
forms:
13
(1)
An
application
for
a
certificate
of
existence
or
14
certificate
of
registration.
15
(2)
A
foreign
corporation’s
registration
statement.
16
(3)
A
foreign
corporation’s
statement
of
withdrawal.
17
(4)
A
foreign
corporation’s
transfer
of
registration
18
statement.
19
(5)
The
biennial
report
required
by
section
490.1622.
20
b.
If
the
secretary
of
state
so
requires,
use
of
the
forms
21
provided
in
paragraph
“a”
is
mandatory.
22
2.
The
secretary
of
state
may
prescribe
and
furnish
on
23
request
forms
for
other
documents
required
or
permitted
to
be
24
filed
pursuant
to
this
chapter
but
their
use
is
not
mandatory.
25
Sec.
4.
Section
490.122,
Code
2020,
is
amended
by
striking
26
the
section
and
inserting
in
lieu
thereof
the
following:
27
490.122
Filing,
service,
and
copying
fees.
28
1.
The
secretary
of
state
shall
collect
the
following
fees
29
when
the
documents
described
in
this
subsection
are
delivered
30
to
the
secretary
of
state
for
filing:
31
DOCUMENT
FEE
32
a.
Articles
of
incorporation
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
33
b.
Application
for
use
of
indistinguishable
34
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
10
35
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c.
Application
for
reserved
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
10
1
d.
Notice
of
transfer
of
reserved
name
.
.
.
.
.
.
.
.
.
.
.
.
$
10
2
e.
Application
for
registered
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
20
3
f.
Application
for
renewal
of
registered
4
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
20
5
g.
Corporation’s
statement
of
change
of
6
registered
agent
or
registered
office
or
both
.
.
.
.
.
.
.
.
No
fee
7
h.
Agent’s
statement
of
change
of
registered
office
8
for
each
affected
corporation
not
to
exceed
9
a
total
of
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
10
i.
Agent’s
statement
of
resignation
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
11
j.
Articles
of
domestication
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
12
k.
Articles
of
conversion
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
13
l.
Amendment
of
articles
of
incorporation
.
.
.
.
.
.
.
.
.
$
50
14
m.
Restatement
of
articles
of
incorporation
15
with
amendment
of
articles
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
16
n.
Restatement
of
articles
of
incorporation
17
without
amendment
of
articles
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
18
o.
Articles
of
merger
or
share
exchange
.
.
.
.
.
.
.
.
.
.
.
$
50
19
p.
Articles
of
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
20
q.
Articles
of
revocation
of
dissolution
.
.
.
.
.
.
.
.
.
.
$
5
21
r.
Certificate
of
administrative
dissolution
.
.
.
.
.
.
No
fee
22
s.
Application
for
reinstatement
following
23
administrative
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
24
t.
Certificate
of
reinstatement
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
25
u.
Certificate
of
judicial
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
26
v.
Foreign
registration
statement
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
100
27
w.
Amendment
of
foreign
registration
28
statement
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
100
29
x.
Statement
of
withdrawal
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
10
30
y.
Transfer
of
foreign
registration
statement
.
.
.
.
.
$
100
31
z.
Notice
of
termination
of
registration
.
.
.
.
.
.
.
.
.
.
No
fee
32
aa.
Articles
of
correction
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
33
ab.
Articles
of
validation
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
34
ac.
Application
for
certificate
of
existence
or
35
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registration
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
1
ad.
Biennial
report
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
60
2
ae.
Any
other
document
required
or
permitted
to
3
be
filed
by
this
chapter
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$5
4
2.
The
secretary
of
state
shall
collect
a
fee
of
five
5
dollars
each
time
process
is
served
on
the
secretary
of
state
6
under
this
chapter.
The
party
to
a
proceeding
causing
service
7
of
process
is
entitled
to
recover
this
fee
as
costs
if
such
8
party
prevails
in
the
proceeding.
9
3.
The
secretary
of
state
shall
collect
the
following
fees
10
for
copying
and
certifying
the
copy
of
any
filed
document
11
relating
to
a
domestic
or
foreign
corporation:
12
a.
One
dollar
a
page
for
copying.
13
b.
Five
dollars
for
the
certificate.
14
Sec.
5.
Section
490.123,
Code
2020,
is
amended
by
striking
15
the
section
and
inserting
in
lieu
thereof
the
following:
16
490.123
Effective
date
of
filed
document.
17
1.
Except
to
the
extent
otherwise
provided
in
section
18
490.124,
subsection
3,
and
part
E,
a
document
accepted
for
19
filing
is
effective
as
follows:
20
a.
On
the
date
and
at
the
time
of
filing,
as
provided
in
21
section
490.125,
subsection
2.
22
b.
On
the
date
of
filing
and
at
the
time
specified
in
the
23
document
as
its
effective
time,
if
later
than
the
time
under
24
paragraph
“a”
.
25
c.
At
a
specified
delayed
effective
date
and
time
which
26
shall
not
be
more
than
ninety
days
after
filing.
27
d.
If
a
delayed
effective
date
is
specified,
but
no
time
is
28
specified,
at
12:01
a.m.
on
the
date
specified,
which
shall
not
29
be
more
than
ninety
days
after
the
date
of
filing.
30
2.
If
a
filed
document
does
not
specify
the
time
zone
or
31
place
at
which
a
date
or
time
or
both
is
to
be
determined,
the
32
date
or
time
or
both
at
which
it
becomes
effective
shall
be
33
those
prevailing
at
the
place
of
filing
in
this
state.
34
Sec.
6.
Section
490.124,
Code
2020,
is
amended
by
striking
35
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the
section
and
inserting
in
lieu
thereof
the
following:
1
490.124
Correcting
filed
document.
2
1.
A
document
filed
by
the
secretary
of
state
pursuant
to
3
this
chapter
may
be
corrected
if
any
of
the
following
applies:
4
a.
The
document
contains
an
inaccuracy.
5
b.
The
document
was
defectively
signed,
attested,
sealed,
6
verified,
or
acknowledged.
7
c.
The
electronic
transmission
was
defective.
8
2.
A
document
is
corrected
by
complying
with
all
of
the
9
following:
10
a.
By
preparing
articles
of
correction
that
do
all
of
the
11
following:
12
(1)
Describe
the
document,
including
its
filing
date,
or
a
13
copy
of
the
document
is
attached
to
the
articles
of
correction.
14
(2)
Specify
the
inaccuracy
or
defect
to
be
corrected.
15
(3)
Correct
the
inaccuracy
or
defect.
16
b.
By
delivering
the
articles
of
correction
to
the
secretary
17
of
state
for
filing.
18
3.
Articles
of
correction
are
effective
on
the
effective
19
date
of
the
document
they
correct
except
as
to
persons
relying
20
on
the
uncorrected
document
and
adversely
affected
by
the
21
correction.
As
to
those
persons,
articles
of
correction
are
22
effective
when
filed.
23
Sec.
7.
Section
490.125,
Code
2020,
is
amended
by
striking
24
the
section
and
inserting
in
lieu
thereof
the
following:
25
490.125
Filing
duty
of
secretary
of
state.
26
1.
If
a
document
delivered
to
the
office
of
the
secretary
of
27
state
for
filing
satisfies
the
requirements
of
section
490.120,
28
the
secretary
of
state
shall
file
it.
29
2.
The
secretary
of
state
files
a
document
by
recording
30
it
as
filed
on
the
date
and
time
of
receipt.
After
filing
31
a
document,
except
the
biennial
report
required
by
section
32
490.1622,
and
except
as
provided
in
section
490.503,
the
33
secretary
of
state
shall
return
to
the
person
who
delivered
34
the
document
for
filing
a
copy
of
the
document
with
an
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acknowledgment
of
the
date
and
time
of
filing.
1
3.
If
the
secretary
of
state
refuses
to
file
a
document,
2
it
shall
be
returned
to
the
person
who
delivered
the
document
3
for
filing
within
five
days
after
the
document
was
delivered,
4
together
with
a
brief,
written
explanation
of
the
reason
for
5
the
refusal.
6
4.
The
secretary
of
state’s
duty
to
file
documents
under
7
this
section
is
ministerial.
The
secretary
of
state’s
filing
8
or
refusing
to
file
a
document
does
not
create
a
presumption
9
of
any
of
the
following:
10
a.
The
document
does
or
does
not
conform
to
the
requirements
11
of
this
chapter.
12
b.
The
information
contained
in
the
document
is
correct
or
13
incorrect.
14
Sec.
8.
Section
490.126,
Code
2020,
is
amended
by
striking
15
the
section
and
inserting
in
lieu
thereof
the
following:
16
490.126
Appeal
from
secretary
of
state’s
refusal
to
file
17
document.
18
1.
If
the
secretary
of
state
refuses
to
file
a
document
19
delivered
for
filing,
the
person
that
delivered
the
document
20
for
filing
may
petition
the
district
court
of
the
county
where
21
the
corporation’s
principal
office
or,
if
none
in
this
state,
22
its
registered
office,
is
located
to
compel
its
filing.
The
23
document
and
the
explanation
of
the
secretary
of
state’s
24
refusal
to
file
must
be
attached
to
the
petition.
The
court
25
may
decide
the
matter
in
a
summary
proceeding.
26
2.
The
court
may
order
the
secretary
of
state
to
file
the
27
document
or
take
other
action
the
court
considers
appropriate.
28
3.
The
court’s
final
decision
may
be
appealed
as
in
other
29
civil
proceedings.
30
Sec.
9.
Section
490.127,
Code
2020,
is
amended
by
striking
31
the
section
and
inserting
in
lieu
thereof
the
following:
32
490.127
Evidentiary
effect
of
certified
copy
of
filed
33
document.
34
A
certificate
from
the
secretary
of
state
delivered
with
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a
copy
of
a
document
filed
by
the
secretary
of
state
is
1
conclusive
evidence
that
the
original
document
is
on
file
with
2
the
secretary
of
state.
3
Sec.
10.
Section
490.128,
Code
2020,
is
amended
by
striking
4
the
section
and
inserting
in
lieu
thereof
the
following:
5
490.128
Certificate
of
existence
or
registration.
6
1.
Any
person
may
apply
to
the
secretary
of
state
to
furnish
7
a
certificate
of
existence
for
a
domestic
corporation
or
a
8
certificate
of
registration
for
a
foreign
corporation.
9
2.
A
certificate
of
existence
must
set
forth
all
of
the
10
following:
11
a.
The
domestic
corporation’s
corporate
name.
12
b.
That
the
domestic
corporation
is
duly
incorporated
under
13
the
law
of
this
state,
the
date
of
its
incorporation,
and
the
14
period
of
its
duration
if
less
than
perpetual.
15
c.
That
all
fees,
taxes,
and
penalties
owed
to
this
state
16
have
been
paid,
subject
to
all
of
the
following:
17
(1)
Payment
is
reflected
in
the
records
of
the
secretary
of
18
state.
19
(2)
Nonpayment
affects
the
existence
of
the
domestic
20
corporation.
21
d.
That
its
most
recent
biennial
report
required
by
section
22
490.1622
has
been
filed
by
the
secretary
of
state.
23
e.
That
articles
of
dissolution
have
not
been
filed.
24
f.
That
the
corporation
is
not
administratively
dissolved
25
and
a
proceeding
is
not
pending
under
section
490.1421.
26
g.
Other
facts
of
record
in
the
office
of
the
secretary
of
27
state
that
may
be
requested
by
the
applicant.
28
3.
A
certificate
of
registration
must
set
forth
all
of
the
29
following:
30
a.
The
foreign
corporation’s
name
used
in
this
state.
31
b.
That
the
foreign
corporation
is
registered
to
do
business
32
in
this
state.
33
c.
That
all
fees,
taxes,
and
penalties
owed
to
this
state
34
have
been
paid,
subject
to
all
of
the
following:
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(1)
Payment
is
reflected
in
the
records
of
the
secretary
of
1
state.
2
(2)
Nonpayment
affects
the
registration
of
the
foreign
3
corporation.
4
d.
That
its
most
recent
biennial
report
required
by
section
5
490.1622
has
been
filed
by
the
secretary
of
state.
6
e.
Other
facts
of
record
in
the
office
of
the
secretary
of
7
state
that
may
be
requested
by
the
applicant.
8
4.
Subject
to
any
qualification
stated
in
the
certificate,
9
a
certificate
of
existence
or
registration
issued
by
the
10
secretary
of
state
may
be
relied
upon
as
conclusive
evidence
of
11
the
facts
stated
in
the
certificate.
12
Sec.
11.
Section
490.129,
Code
2020,
is
amended
by
striking
13
the
section
and
inserting
in
lieu
thereof
the
following:
14
490.129
Penalty
for
signing
false
document.
15
1.
A
person
commits
an
offense
by
signing
a
document
that
16
the
person
knows
is
false
in
any
material
respect
with
intent
17
that
the
document
be
delivered
to
the
secretary
of
state
for
18
filing.
19
2.
An
offense
under
this
section
is
a
serious
misdemeanor
20
punishable
by
a
fine
of
not
to
exceed
one
thousand
dollars.
21
Sec.
12.
Section
490.135,
Code
2020,
is
amended
by
striking
22
the
section
and
inserting
in
lieu
thereof
the
following:
23
490.135
Powers.
24
The
secretary
of
state
has
the
power
reasonably
necessary
to
25
perform
the
duties
required
of
the
secretary
of
state
by
this
26
chapter.
27
Sec.
13.
Section
490.140,
Code
2020,
is
amended
by
striking
28
the
section
and
inserting
in
lieu
thereof
the
following:
29
490.140
Chapter
definitions.
30
As
used
in
this
chapter,
unless
otherwise
specified:
31
1.
“Articles
of
incorporation”
means
the
articles
of
32
incorporation
described
in
section
490.202,
all
amendments
33
to
the
articles
of
incorporation,
and
any
other
documents
34
permitted
or
required
to
be
delivered
for
filing
by
a
domestic
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business
corporation
with
the
secretary
of
state
under
any
1
provision
of
this
chapter
that
modify,
amend,
supplement,
2
restate,
or
replace
the
articles
of
incorporation.
After
3
an
amendment
of
the
articles
of
incorporation
or
any
other
4
document
filed
under
this
chapter
that
restates
the
articles
of
5
incorporation
in
their
entirety,
the
articles
of
incorporation
6
shall
not
include
any
prior
documents.
When
used
with
respect
7
to
a
foreign
corporation
or
a
domestic
or
foreign
nonprofit
8
corporation,
the
“articles
of
incorporation”
of
such
an
entity
9
means
the
document
of
such
entity
that
is
equivalent
to
the
10
articles
of
incorporation
of
a
domestic
business
corporation.
11
2.
“Authorized
shares”
means
the
shares
of
all
classes
a
12
domestic
or
foreign
corporation
is
authorized
to
issue.
13
3.
“Beneficial
shareholder”
means
a
person
who
owns
14
the
beneficial
interest
in
shares,
which
may
be
a
record
15
shareholder
or
a
person
on
whose
behalf
shares
are
registered
16
in
the
name
of
an
intermediary
or
nominee.
17
4.
“Conspicuous”
means
so
written,
displayed,
or
presented
18
that
a
reasonable
person
against
whom
the
writing
is
to
operate
19
should
have
noticed
it.
20
5.
“Cooperative
association”
means
an
entity
that
is
21
structured
and
operated
on
a
cooperative
basis
pursuant
to
26
22
U.S.C.
§1381(a)
and
that
meets
the
definitional
requirements
of
23
an
association
as
provided
in
12
U.S.C.
§1141j(a)
or
7
U.S.C.
24
§291.
25
6.
“Corporation”
,
“domestic
corporation”
,
“business
26
corporation”
,
or
“domestic
business
corporation”
means
a
27
corporation
for
profit,
which
is
not
a
foreign
corporation,
28
incorporated
under
this
chapter.
29
7.
“Deliver”
or
“delivery”
means
any
method
of
delivery
30
used
in
conventional
commercial
practice,
including
delivery
31
by
hand,
mail,
commercial
delivery,
and,
if
authorized
in
32
accordance
with
section
490.141,
by
electronic
transmission.
33
8.
“Distribution”
means
a
direct
or
indirect
transfer
of
34
cash
or
other
property,
except
a
corporation’s
own
shares,
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or
incurrence
of
indebtedness
by
a
corporation
to
or
for
the
1
benefit
of
its
shareholders
in
respect
of
any
of
its
shares.
2
A
distribution
may
be
in
the
form
of
a
payment
of
a
dividend;
3
a
purchase,
redemption,
or
other
acquisition
of
shares;
a
4
distribution
of
indebtedness;
a
distribution
in
liquidation;
5
or
otherwise.
6
9.
“Document”
means
any
of
the
following:
7
a.
A
tangible
medium
on
which
information
is
inscribed,
and
8
includes
handwritten,
typed,
printed
or
similar
instruments,
9
and
copies
of
such
instruments.
10
b.
An
electronic
record.
11
10.
“Domestic”
,
with
respect
to
an
entity,
means
an
entity
12
governed
as
to
its
internal
affairs
by
the
law
of
this
state.
13
11.
“Effective
date”
,
when
referring
to
a
document
accepted
14
for
filing
by
the
secretary
of
state,
means
the
time
and
date
15
determined
in
accordance
with
section
490.123.
16
12.
“Electronic”
means
relating
to
technology
having
17
electrical,
digital,
magnetic,
wireless,
optical,
18
electromagnetic,
or
similar
capabilities.
19
13.
“Electronic
record”
means
information
that
is
stored
in
20
an
electronic
or
other
nontangible
medium
and
is
retrievable
in
21
paper
form
through
an
automated
process
used
in
conventional
22
commercial
practice,
unless
otherwise
authorized
in
accordance
23
with
section
490.141,
subsection
10.
24
14.
“Electronic
transmission”
or
“electronically
transmitted”
25
means
any
form
or
process
of
communication
not
directly
26
involving
the
physical
transfer
of
paper
or
another
tangible
27
medium,
which
is
all
of
the
following:
28
a.
Suitable
for
the
retention,
retrieval,
and
reproduction
29
of
information
by
the
recipient.
30
b.
Retrievable
in
paper
form
by
the
recipient
through
an
31
automated
process
used
in
conventional
commercial
practice,
32
unless
otherwise
authorized
in
accordance
with
section
490.141,
33
subsection
10.
34
15.
“Eligible
entity”
means
a
domestic
or
foreign
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unincorporated
entity
or
a
domestic
or
foreign
nonprofit
1
corporation.
2
16.
“Eligible
interests”
means
interests
or
memberships.
3
17.
“Employee”
includes
an
officer
but
not
a
director.
4
A
director
may
accept
duties
that
make
the
director
also
an
5
employee.
6
18.
“Entity”
includes
a
domestic
and
foreign
business
7
corporation;
domestic
and
foreign
nonprofit
corporation;
8
estate;
trust;
domestic
and
foreign
unincorporated
entity;
and
9
a
state,
the
United
States,
and
a
foreign
government.
10
19.
“Expenses”
means
reasonable
expenses
of
any
kind,
11
including
reasonable
fees
and
expenses
of
counsel
and
experts
12
employed
by
the
shareholder,
that
are
incurred
in
connection
13
with
a
matter.
14
20.
“Filing
entity”
means
an
unincorporated
entity,
other
15
than
a
limited
liability
partnership,
that
is
of
a
type
that
16
is
created
by
filing
a
public
organic
record
or
is
required
to
17
file
a
public
organic
record
that
evidences
its
creation.
18
21.
“Foreign”
,
with
respect
to
an
entity,
means
an
entity
19
governed
as
to
its
internal
affairs
by
the
organic
law
of
a
20
jurisdiction
other
than
this
state.
21
22.
“Foreign
corporation”
or
“foreign
business
corporation”
22
means
a
corporation
incorporated
under
a
law
other
than
the
23
law
of
this
state
which
would
be
a
business
corporation
if
24
incorporated
under
the
law
of
this
state.
25
23.
“Foreign
nonprofit
corporation”
means
a
corporation
26
incorporated
under
a
law
other
than
the
law
of
this
state
which
27
would
be
a
nonprofit
corporation
if
incorporated
under
the
law
28
of
this
state.
29
24.
“Foreign
registration
statement”
means
the
foreign
30
registration
statement
described
in
section
490.1503.
31
25.
“Governmental
subdivision”
includes
an
authority,
city,
32
county,
district,
and
municipality.
33
26.
“Governor”
means
any
person
under
whose
authority
the
34
powers
of
an
entity
are
exercised
and
under
whose
direction
the
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activities
and
affairs
of
the
entity
are
managed
pursuant
to
1
the
organic
law
governing
the
entity
and
its
organic
rules.
2
27.
“Includes”
and
“including”
denote
a
partial
definition
3
or
a
nonexclusive
list.
4
28.
“Individual”
means
a
natural
person.
5
29.
“Interest”
means
either
or
both
of
the
following
rights
6
under
the
organic
law
governing
an
unincorporated
entity:
7
a.
The
right
to
receive
distributions
from
the
entity
either
8
in
the
ordinary
course
or
upon
liquidation.
9
b.
The
right
to
receive
notice
or
vote
on
issues
involving
10
its
internal
affairs,
other
than
as
an
agent,
assignee,
proxy,
11
or
person
responsible
for
managing
its
business
and
affairs.
12
30.
“Interest
holder”
means
a
person
who
holds
of
record
an
13
interest.
14
31.
a.
“Interest
holder
liability”
means
any
of
the
15
following:
16
(1)
Personal
liability
for
a
debt,
obligation,
or
other
17
liability
of
a
domestic
or
foreign
corporation
or
eligible
18
entity
that
is
imposed
on
a
person
by
any
of
the
following:
19
(a)
Solely
by
reason
of
the
person’s
status
as
a
20
shareholder,
member,
or
interest
holder.
21
(b)
By
the
articles
of
incorporation
of
the
domestic
22
corporation
or
the
organic
rules
of
the
eligible
entity
23
or
foreign
corporation
that
make
one
or
more
specified
24
shareholders,
members,
or
interest
holders,
or
categories
of
25
shareholders,
members,
or
interest
holders,
liable
in
their
26
capacity
as
shareholders,
members,
or
interest
holders
for
all
27
or
specified
liabilities
of
the
corporation
or
eligible
entity.
28
(2)
An
obligation
of
a
shareholder,
member,
or
interest
29
holder
under
the
articles
of
incorporation
of
a
domestic
30
corporation
or
the
organic
rules
of
an
eligible
entity
or
31
foreign
corporation
to
contribute
to
the
entity.
32
b.
For
purposes
of
paragraph
“a”
,
except
as
otherwise
33
provided
in
the
articles
of
incorporation
of
a
domestic
34
corporation
or
the
organic
law
or
organic
rules
of
an
eligible
35
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entity
or
a
foreign
corporation,
interest
holder
liability
1
arises
under
paragraph
“a”
,
subparagraph
(1),
when
the
2
corporation
or
eligible
entity
incurs
the
liability.
3
32.
“Jurisdiction
of
formation”
means
the
state
or
country
4
the
law
of
which
includes
the
organic
law
governing
a
domestic
5
or
foreign
corporation
or
eligible
entity.
6
33.
“Means”
denotes
an
exhaustive
definition.
7
34.
“Membership”
means
the
rights
of
a
member
in
a
domestic
8
or
foreign
nonprofit
corporation.
9
35.
“Merger”
means
a
transaction
pursuant
to
section
10
490.1102.
11
36.
“Nonfiling
entity”
means
an
unincorporated
entity
that
12
is
of
a
type
that
is
not
created
by
filing
a
public
organic
13
record.
14
37.
“Nonprofit
corporation”
or
“domestic
nonprofit
15
corporation”
means
a
corporation
incorporated
under
the
laws
of
16
this
state
and
subject
to
the
provisions
of
chapter
504.
17
38.
“Organic
law”
means
the
statute
governing
the
internal
18
affairs
of
a
domestic
or
foreign
business
or
nonprofit
19
corporation
or
unincorporated
entity.
20
39.
“Organic
rules”
means
the
public
organic
record
and
21
private
organic
rules
of
a
domestic
or
foreign
corporation
or
22
eligible
entity.
23
40.
“Person”
means
a
person
as
defined
in
section
4.1.
24
41.
“Principal
office”
means
the
office,
in
or
out
of
this
25
state,
so
designated
in
the
biennial
report
required
by
section
26
490.1622
or
foreign
registration
statement
where
the
principal
27
executive
offices
of
a
domestic
or
foreign
corporation
are
28
located.
29
42.
a.
“Private
organic
rules”
means
any
of
the
following:
30
(1)
The
bylaws
of
a
domestic
or
foreign
business
or
31
nonprofit
corporation.
32
(2)
The
rules,
regardless
of
whether
in
writing,
that
govern
33
the
internal
affairs
of
an
unincorporated
entity,
are
binding
34
on
all
of
its
interest
holders,
and
are
not
part
of
its
public
35
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organic
record,
if
any.
1
b.
Where
private
organic
rules
have
been
amended
or
2
restated,
the
term
means
the
private
organic
rules
as
last
3
amended
or
restated.
4
43.
“Proceeding”
includes
a
civil
suit
and
criminal,
5
administrative,
and
investigatory
action.
6
44.
a.
“Public
organic
record”
means
any
of
the
following:
7
(1)
The
articles
of
incorporation
of
a
domestic
or
foreign
8
business
or
nonprofit
corporation.
9
(2)
The
document,
if
any,
the
filing
of
which
is
required
10
to
create
an
unincorporated
entity,
or
which
creates
the
11
unincorporated
entity
and
is
required
to
be
filed.
12
b.
Where
a
public
organic
record
has
been
amended
or
13
restated,
the
term
means
the
public
organic
record
as
last
14
amended
or
restated.
15
45.
“Record
date”
means
the
date
fixed
for
determining
16
the
identity
of
the
corporation’s
shareholders
and
their
17
shareholdings
for
purposes
of
this
chapter.
Unless
another
18
time
is
specified
when
the
record
date
is
fixed,
the
19
determination
shall
be
made
as
of
the
close
of
business
at
the
20
principal
office
of
the
corporation
on
the
date
so
fixed.
21
46.
“Record
shareholder”
means
any
of
the
following:
22
a.
The
person
in
whose
name
shares
are
registered
in
the
23
records
of
the
corporation.
24
b.
The
person
identified
as
the
beneficial
owner
of
shares
25
in
a
beneficial
ownership
certificate
pursuant
to
section
26
490.723
on
file
with
the
corporation
to
the
extent
of
the
27
rights
granted
by
such
certificate.
28
47.
“Registered
foreign
corporation”
means
a
foreign
29
corporation
registered
to
do
business
in
the
state
pursuant
to
30
subchapter
XV.
31
48.
“Secretary”
means
the
corporate
officer
to
whom
the
32
board
of
directors
has
delegated
responsibility
under
section
33
490.840,
subsection
3,
to
maintain
the
minutes
of
the
meetings
34
of
the
board
of
directors
and
of
the
shareholders
and
for
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authenticating
records
of
the
corporation.
1
49.
“Share
exchange”
means
a
transaction
pursuant
to
section
2
490.1103.
3
50.
“Shareholder”
means
a
record
shareholder.
4
51.
“Shares”
means
the
units
into
which
the
proprietary
5
interests
in
a
domestic
or
foreign
corporation
are
divided.
6
52.
“Sign”
or
“signature”
means,
with
present
intent
to
7
authenticate
or
adopt
a
document,
doing
any
of
the
following:
8
a.
Executing
or
adopting
a
tangible
symbol
to
a
document,
9
including
any
manual,
facsimile,
or
conformed
signature.
10
b.
Attaching
to
or
logically
associating
with
an
electronic
11
transmission
an
electronic
sound,
symbol,
or
process,
12
and
including
an
electronic
signature
in
an
electronic
13
transmission.
14
53.
“State”
,
when
referring
to
a
part
of
the
United
15
States,
includes
a
state
and
commonwealth,
and
their
agencies
16
and
governmental
subdivisions,
and
a
territory
and
insular
17
possession,
and
their
agencies
and
governmental
subdivisions,
18
of
the
United
States.
19
54.
“Subscriber”
means
a
person
who
subscribes
for
shares
in
20
a
corporation,
whether
before
or
after
incorporation.
21
55.
“Type
of
entity”
means
a
generic
form
of
entity
that
is
22
any
of
the
following:
23
a.
Recognized
at
common
law.
24
b.
Formed
under
an
organic
law,
regardless
of
whether
25
some
entities
formed
under
that
law
are
subject
to
provisions
26
of
that
law
that
create
different
categories
of
the
form
of
27
entity.
28
56.
a.
“Unincorporated
entity”
means
an
organization
29
or
artificial
legal
person
that
either
has
a
separate
legal
30
existence
or
has
the
power
to
acquire
an
estate
in
real
31
property
in
its
own
name
and
that
is
not
any
of
the
following:
32
(1)
A
domestic
or
foreign
business
or
nonprofit
33
corporation.
34
(2)
A
series
of
a
limited
liability
company
or
of
another
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type
of
entity.
1
(3)
An
estate.
2
(4)
A
trust.
3
(5)
A
state,
the
United
States,
or
foreign
government.
4
b.
“Unincorporated
entity”
includes
a
general
partnership,
5
limited
liability
company,
limited
partnership,
business
6
trust,
joint
stock
association,
and
unincorporated
nonprofit
7
association.
8
57.
“United
States”
includes
district,
authority,
bureau,
9
commission,
department,
and
any
other
agency
of
the
United
10
States.
11
58.
“Unrestricted
voting
trust
beneficial
owner”
means,
with
12
respect
to
any
shareholder
rights,
a
voting
trust
beneficial
13
owner
whose
entitlement
to
exercise
the
shareholder
right
in
14
question
is
not
inconsistent
with
the
voting
trust
agreement.
15
59.
“Voting
group”
means
all
shares
of
one
or
more
16
classes
or
series
that
under
the
articles
of
incorporation
17
or
this
chapter
are
entitled
to
vote
and
be
counted
together
18
collectively
on
a
matter
at
a
meeting
of
shareholders.
All
19
shares
entitled
by
the
articles
of
incorporation
or
this
20
chapter
to
vote
generally
on
the
matter
are
for
that
purpose
21
a
single
voting
group.
22
60.
“Voting
power”
means
the
current
power
to
vote
in
the
23
election
of
directors.
24
61.
“Voting
trust
beneficial
owner”
means
an
owner
of
25
a
beneficial
interest
in
shares
of
the
corporation
held
26
in
a
voting
trust
established
pursuant
to
section
490.730,
27
subsection
1.
28
62.
“Writing”
or
“written”
means
any
information
in
the
form
29
of
a
document.
30
Sec.
14.
Section
490.141,
Code
2020,
is
amended
by
striking
31
the
section
and
inserting
in
lieu
thereof
the
following:
32
490.141
Notices
and
other
communications.
33
1.
A
notice
under
this
chapter
must
be
in
writing
unless
34
oral
notice
is
reasonable
in
the
circumstances.
Unless
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otherwise
agreed
between
the
sender
and
the
recipient,
words
1
in
a
notice
or
other
communication
under
this
chapter
must
be
2
in
English.
3
2.
A
notice
or
other
communication
may
be
given
by
any
4
method
of
delivery,
except
that
electronic
transmissions
must
5
be
in
accordance
with
this
section.
If
the
methods
of
delivery
6
are
impracticable,
a
notice
or
other
communication
may
be
7
given
by
means
of
a
broad
nonexclusionary
distribution
to
the
8
public,
which
may
include
a
newspaper
of
general
circulation
9
in
the
area
where
published;
radio,
television,
or
other
10
form
of
public
broadcast
communication;
or
other
methods
of
11
distribution
that
the
corporation
has
previously
identified
to
12
its
shareholders.
13
3.
A
notice
or
other
communication
to
a
domestic
corporation
14
or
to
a
foreign
corporation
registered
to
do
business
in
this
15
state
may
be
delivered
to
the
corporation’s
registered
agent
at
16
its
registered
office
or
to
the
secretary
at
the
corporation’s
17
principal
office
shown
in
its
most
recent
biennial
report
18
required
by
section
490.1622
or,
in
the
case
of
a
foreign
19
corporation
that
has
not
yet
delivered
a
biennial
report,
in
20
its
foreign
registration
statement.
21
4.
A
notice
or
other
communication
may
be
delivered
by
22
electronic
transmission
if
consented
to
by
the
recipient
or
if
23
authorized
by
subsection
10.
24
5.
Any
consent
under
subsection
4
may
be
revoked
by
the
25
person
who
consented
by
written
or
electronic
notice
to
the
26
person
to
whom
the
consent
was
delivered.
Any
such
consent
is
27
deemed
revoked
if
all
of
the
following
apply:
28
a.
The
corporation
is
unable
to
deliver
two
consecutive
29
electronic
transmissions
given
by
the
corporation
in
accordance
30
with
such
consent.
31
b.
Such
inability
becomes
known
to
the
secretary
or
an
32
assistant
secretary
or
to
the
transfer
agent,
or
other
person
33
responsible
for
the
giving
of
notice
or
other
communications;
34
provided,
however,
the
inadvertent
failure
to
treat
such
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inability
as
a
revocation
shall
not
invalidate
any
meeting
or
1
other
action.
2
6.
Unless
otherwise
agreed
between
the
sender
and
the
3
recipient,
an
electronic
transmission
is
received
when
all
of
4
the
following
apply:
5
a.
The
electronic
transmission
enters
an
information
6
processing
system
that
the
recipient
has
designated
or
uses
7
for
the
purposes
of
receiving
electronic
transmissions
or
8
information
of
the
type
sent,
and
from
which
the
recipient
is
9
able
to
retrieve
the
electronic
transmission.
10
b.
The
electronic
transmission
is
in
a
form
capable
of
being
11
processed
by
that
system.
12
7.
Receipt
of
an
electronic
acknowledgment
from
an
13
information
processing
system
described
in
subsection
6,
14
paragraph
“a”
,
establishes
that
an
electronic
transmission
was
15
received
but,
by
itself,
does
not
establish
that
the
content
16
sent
corresponds
to
the
content
received.
17
8.
An
electronic
transmission
is
received
under
this
18
section
even
if
no
person
is
aware
of
its
receipt.
19
9.
A
notice
or
other
communication,
if
in
a
comprehensible
20
form
or
manner,
is
effective
at
the
earliest
of
the
following:
21
a.
If
in
a
physical
form,
the
earliest
of
when
it
is
22
actually
received,
or
when
it
is
left
at
any
of
the
following:
23
(1)
A
shareholder’s
address
shown
on
the
corporation’s
24
record
of
shareholders
maintained
by
the
corporation
under
25
section
490.1601,
subsection
4.
26
(2)
A
director’s
residence
or
usual
place
of
business.
27
(3)
The
corporation’s
principal
office.
28
b.
If
mailed
by
postage
prepaid
and
correctly
addressed
to
a
29
shareholder,
upon
deposit
in
the
United
States
mail.
30
c.
If
mailed
by
United
States
mail
postage
prepaid
and
31
correctly
addressed
to
a
recipient
other
than
a
shareholder,
32
the
earliest
of
when
it
is
actually
received,
or
as
follows:
33
(1)
If
sent
by
registered
or
certified
mail,
return
receipt
34
requested,
the
date
shown
on
the
return
receipt
signed
by
or
on
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behalf
of
the
addressee.
1
(2)
Five
days
after
it
is
deposited
in
the
United
States
2
mail.
3
d.
If
an
electronic
transmission,
when
it
is
received
as
4
provided
in
subsection
6.
5
e.
If
oral,
when
communicated.
6
10.
A
notice
or
other
communication
may
be
in
the
form
of
7
an
electronic
transmission
that
cannot
be
directly
reproduced
8
in
paper
form
by
the
recipient
through
an
automated
process
9
used
in
conventional
commercial
practice
only
if
all
of
the
10
following
apply:
11
a.
The
electronic
transmission
is
otherwise
retrievable
in
12
perceivable
form.
13
b.
The
sender
and
the
recipient
have
consented
in
writing
to
14
the
use
of
such
form
of
electronic
transmission.
15
11.
If
this
chapter
prescribes
requirements
for
notices
16
or
other
communications
in
particular
circumstances,
those
17
requirements
govern.
If
articles
of
incorporation
or
bylaws
18
prescribe
requirements
for
notices
or
other
communications,
19
not
inconsistent
with
this
section
or
other
provisions
of
20
this
chapter,
those
requirements
govern.
The
articles
of
21
incorporation
or
bylaws
may
authorize
or
require
delivery
of
22
notices
of
meetings
of
directors
by
electronic
transmission.
23
12.
In
the
event
that
any
provisions
of
this
chapter
are
24
deemed
to
modify,
limit,
or
supersede
the
federal
Electronic
25
Signatures
in
Global
and
National
Commerce
Act,
15
U.S.C.
26
§§7001
et
seq.,
the
provisions
of
this
chapter
shall
control
27
to
the
maximum
extent
permitted
by
section
102(a)(2)
of
that
28
federal
Act.
29
13.
a.
Whenever
notice
would
otherwise
be
required
to
be
30
given
under
any
provision
of
this
subchapter
to
a
shareholder,
31
such
notice
need
not
be
given
if
any
of
the
following
apply:
32
(1)
Notices
to
the
shareholders
of
two
consecutive
annual
33
meetings,
and
all
notices
of
meetings
during
the
period
between
34
such
two
consecutive
annual
meetings,
have
been
sent
to
such
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shareholder
at
such
shareholder’s
address
as
shown
on
the
1
records
of
the
corporation
and
have
been
returned
undeliverable
2
or
could
not
be
delivered.
3
(2)
All,
but
not
less
than
two,
payments
of
dividends
on
4
securities
during
a
twelve-month
period,
or
two
consecutive
5
payments
of
dividends
on
securities
during
a
period
of
more
6
than
twelve
months,
have
been
sent
to
such
shareholder
at
7
such
shareholder’s
address
as
shown
on
the
records
of
the
8
corporation
and
have
been
returned
undeliverable
or
could
not
9
be
delivered.
10
b.
If
any
such
shareholder
shall
deliver
to
the
corporation
11
a
written
notice
setting
forth
such
shareholder’s
then-current
12
address,
the
requirement
that
notice
be
given
to
such
13
shareholder
shall
be
reinstated.
14
Sec.
15.
Section
490.142,
Code
2020,
is
amended
by
striking
15
the
section
and
inserting
in
lieu
thereof
the
following:
16
490.142
Number
of
shareholders.
17
1.
For
purposes
of
this
chapter,
any
of
the
following
18
identified
as
a
shareholder
in
a
corporation’s
current
record
19
of
shareholders
constitutes
one
shareholder:
20
a.
Three
or
fewer
co-owners.
21
b.
A
corporation,
partnership,
trust,
estate,
or
other
22
entity.
23
c.
The
trustees,
guardians,
custodians,
or
other
fiduciaries
24
of
a
single
trust,
estate,
or
account.
25
2.
For
purposes
of
this
chapter,
shareholdings
registered
26
in
substantially
similar
names
constitute
one
shareholder
if
27
it
is
reasonable
to
believe
that
the
names
represent
the
same
28
person.
29
Sec.
16.
Section
490.143,
Code
2020,
is
amended
by
striking
30
the
section
and
inserting
in
lieu
thereof
the
following:
31
490.143
Qualified
director.
32
1.
As
used
in
this
chapter,
a
“qualified
director”
means
a
33
director
who
takes
action,
if
at
the
time
action
is
to
be
taken
34
any
of
the
following
applies:
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a.
Under
section
490.202,
subsection
2,
paragraph
“f”
,
is
1
not
a
director
under
any
of
the
following
circumstances:
2
(1)
To
whom
the
limitation
or
elimination
of
the
duty
of
3
an
officer
to
offer
potential
business
opportunities
to
the
4
corporation
would
apply.
5
(2)
Has
a
material
relationship
with
any
other
person
to
6
whom
the
limitation
or
elimination
described
in
subparagraph
7
(1)
would
apply.
8
b.
Under
section
490.744,
does
not
have
any
of
the
9
following:
10
(1)
A
material
interest
in
the
outcome
of
the
proceeding.
11
(2)
A
material
relationship
with
a
person
who
has
such
an
12
interest.
13
c.
Under
section
490.853
or
490.855,
all
of
the
following
14
apply:
15
(1)
The
director
is
not
a
party
to
the
proceeding.
16
(2)
The
director
is
not
a
director
as
to
whom
a
transaction
17
is
a
director’s
conflicting
interest
transaction
or
who
sought
18
a
disclaimer
of
the
corporation’s
interest
in
a
business
19
opportunity
under
section
490.870,
which
transaction
or
20
disclaimer
is
challenged
in
the
proceeding.
21
(3)
The
director
does
not
have
a
material
relationship
with
22
a
director
described
in
either
subparagraph
(1)
or
(2).
23
d.
Under
section
490.862,
the
director
is
not
any
of
the
24
following:
25
(1)
A
director
as
to
whom
the
transaction
is
a
director’s
26
conflicting
interest
transaction.
27
(2)
A
director
who
has
a
material
relationship
with
another
28
director
as
to
whom
the
transaction
is
a
director’s
conflicting
29
interest
transaction.
30
e.
Under
section
490.870,
is
not
a
director
who
does
any
of
31
the
following:
32
(1)
Pursues
or
takes
advantage
of
the
business
opportunity,
33
directly
or
indirectly
through
or
on
behalf
of
another
person.
34
(2)
Has
a
material
relationship
with
a
director
or
officer
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who
pursues
or
takes
advantage
of
the
business
opportunity,
1
directly,
or
indirectly
through
or
on
behalf
of
another
person.
2
2.
As
used
in
this
section,
all
of
the
following
apply:
3
a.
“Material
interest”
means
an
actual
or
potential
4
benefit
or
detriment,
other
than
one
which
would
devolve
on
5
the
corporation
or
the
shareholders
generally,
that
would
6
reasonably
be
expected
to
impair
the
objectivity
of
the
7
director’s
judgment
when
participating
in
the
action
to
be
8
taken.
9
b.
“Material
relationship”
means
a
familial,
financial,
10
professional,
employment,
or
other
relationship
that
would
11
reasonably
be
expected
to
impair
the
objectivity
of
the
12
director’s
judgment
when
participating
in
the
action
to
be
13
taken.
14
3.
The
presence
of
one
or
more
of
the
following
15
circumstances
shall
not
automatically
prevent
a
director
from
16
being
a
qualified
director:
17
a.
Nomination
or
election
of
the
director
to
the
current
18
board
by
any
director
who
is
not
a
qualified
director
with
19
respect
to
the
matter,
or
by
any
person
that
has
a
material
20
relationship
with
that
director,
acting
alone
or
participating
21
with
others.
22
b.
Service
as
a
director
of
another
corporation
of
which
a
23
director
who
is
not
a
qualified
director
with
respect
to
the
24
matter,
or
any
individual
who
has
a
material
relationship
with
25
that
director,
is
or
was
also
a
director.
26
c.
With
respect
to
action
to
be
taken
under
section
490.744,
27
status
as
a
named
defendant,
as
a
director
against
whom
action
28
is
demanded,
or
as
a
director
who
approved
the
conduct
being
29
challenged.
30
Sec.
17.
Section
490.144,
Code
2020,
is
amended
by
striking
31
the
section
and
inserting
in
lieu
thereof
the
following:
32
490.144
Householding.
33
1.
A
corporation
has
delivered
written
notice
or
any
34
other
report
or
statement
under
this
chapter,
the
articles
of
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incorporation,
or
the
bylaws
to
all
shareholders
who
share
a
1
common
address
if
all
of
the
following
apply:
2
a.
The
corporation
delivers
one
copy
of
the
notice,
report,
3
or
statement
to
the
common
address.
4
b.
The
corporation
addresses
the
notice,
report,
or
5
statement
to
those
shareholders
either
as
a
group
or
to
each
6
of
those
shareholders
individually
or
to
the
shareholders
in
a
7
form
to
which
each
of
those
shareholders
has
consented.
8
c.
Each
of
those
shareholders
consents
to
delivery
of
9
a
single
copy
of
such
notice,
report,
or
statement
to
the
10
shareholders’
common
address.
11
2.
Any
such
consent
described
in
subsection
1,
paragraph
12
“b”
or
“c”
,
shall
be
revocable
by
any
of
such
shareholders
who
13
deliver
written
notice
of
revocation
to
the
corporation.
If
14
such
written
notice
of
revocation
is
delivered,
the
corporation
15
shall
begin
providing
individual
notices,
reports,
or
other
16
statements
to
the
revoking
shareholder
no
later
than
thirty
17
days
after
delivery
of
the
written
notice
of
revocation.
18
3.
Any
shareholder
who
fails
to
object
by
written
notice
19
to
the
corporation,
within
sixty
days
of
written
notice
by
20
the
corporation
of
its
intention
to
deliver
single
copies
of
21
notices,
reports,
or
statements
to
shareholders
who
share
a
22
common
address
as
permitted
by
subsection
1,
shall
be
deemed
23
to
have
consented
to
receiving
such
single
copy
at
the
common
24
address;
provided
that
the
notice
of
intention
explains
that
25
consent
may
be
revoked
and
the
method
for
revoking.
26
Sec.
18.
NEW
SECTION
.
490.145
Part
definitions.
27
As
used
in
this
part:
28
1.
“Corporate
action”
means
any
action
taken
by
or
on
29
behalf
of
the
corporation,
including
any
action
taken
by
the
30
incorporator,
the
board
of
directors,
a
committee
of
the
board
31
of
directors,
an
officer
or
agent
of
the
corporation,
or
the
32
shareholders.
33
2.
“Date
of
the
defective
corporate
action”
means
the
date
34
or,
if
the
defective
corporate
action
occurred
or
may
have
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occurred
on
more
than
one
date,
the
range
of
dates,
or
the
1
approximate
date
or
range
of
dates,
if
the
exact
date
or
range
2
of
dates
is
unknown
or
not
readily
ascertainable,
the
defective
3
corporate
action
was
purported
to
have
been
taken.
4
3.
“Defective
corporate
action”
means
all
of
the
following:
5
a.
Any
corporate
action
purportedly
taken
that
is,
and
at
6
the
time
such
corporate
action
was
purportedly
taken
would
7
have
been,
within
the
power
of
the
corporation,
but
is
void
or
8
voidable
due
to
a
failure
of
authorization.
9
b.
An
overissue.
10
4.
“Failure
of
authorization”
means
the
failure
to
11
authorize,
approve,
or
otherwise
effect
a
corporate
action
in
12
compliance
with
the
provisions
of
this
chapter,
the
articles
of
13
incorporation
or
bylaws,
a
corporate
resolution,
or
any
plan
14
or
agreement
to
which
the
corporation
is
a
party,
if
and
to
the
15
extent
such
failure
would
render
such
corporate
action
void
or
16
voidable.
17
5.
“Overissue”
means
the
purported
issuance
of
any
of
the
18
following:
19
a.
Shares
of
a
class
or
series
in
excess
of
the
number
of
20
shares
of
a
class
or
series
the
corporation
has
the
power
to
21
issue
under
section
490.601
at
the
time
of
such
issuance.
22
b.
Shares
of
any
class
or
series
that
is
not
then
authorized
23
for
issuance
by
the
articles
of
incorporation.
24
6.
“Putative
shares”
means
the
shares
of
any
class
or
25
series,
including
shares
issued
upon
exercise
of
rights,
26
options,
warrants
or
other
securities
convertible
into
27
shares
of
the
corporation,
or
interests
with
respect
to
such
28
shares,
that
were
created
or
issued
as
a
result
of
a
defective
29
corporate
action,
and
any
of
the
following
applies:
30
a.
But
for
any
failure
of
authorization
would
constitute
31
valid
shares.
32
b.
Cannot
be
determined
by
the
board
of
directors
to
be
33
valid
shares.
34
7.
“Valid
shares”
means
the
shares
of
any
class
or
series
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that
have
been
duly
authorized
and
validly
issued
in
accordance
1
with
this
chapter,
including
as
a
result
of
ratification
or
2
validation
under
this
part.
3
8.
a.
“Validation
effective
time”
with
respect
to
any
4
defective
corporate
action
ratified
under
this
part
means
the
5
later
of
the
following:
6
(1)
The
time
at
which
the
ratification
of
the
defective
7
corporate
action
is
approved
by
the
shareholders,
or
if
8
approval
of
shareholders
is
not
required,
the
time
at
which
9
the
notice
required
by
section
490.149
becomes
effective
in
10
accordance
with
section
490.141.
11
(2)
The
time
at
which
any
articles
of
validation
filed
in
12
accordance
with
section
490.151
become
effective.
13
b.
The
validation
effective
time
shall
not
be
affected
by
14
the
filing
or
pendency
of
a
judicial
proceeding
under
section
15
490.152
or
otherwise,
unless
otherwise
ordered
by
the
court.
16
Sec.
19.
NEW
SECTION
.
490.146
Defective
corporate
actions.
17
1.
A
defective
corporate
action
shall
not
be
void
or
18
voidable
if
ratified
in
accordance
with
section
490.147
or
19
validated
in
accordance
with
section
490.152.
20
2.
Ratification
under
section
490.147
or
validation
under
21
section
490.152
shall
not
be
deemed
to
be
the
exclusive
means
22
of
ratifying
or
validating
any
defective
corporate
action,
and
23
the
absence
or
failure
of
ratification
in
accordance
with
this
24
part
shall
not,
of
itself,
affect
the
validity
or
effectiveness
25
of
any
corporate
action
properly
ratified
under
common
law
or
26
otherwise,
nor
shall
it
create
a
presumption
that
any
such
27
corporate
action
is
or
was
a
defective
corporate
action
or
void
28
or
voidable.
29
3.
In
the
case
of
an
overissue,
putative
shares
shall
be
30
valid
shares
effective
as
of
the
date
originally
issued
or
31
purportedly
issued
upon
any
of
the
following:
32
a.
The
effectiveness
under
this
part
and
under
subchapter
X
33
of
an
amendment
to
the
articles
of
incorporation
authorizing,
34
designating,
or
creating
such
shares.
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b.
The
effectiveness
of
any
other
corporate
action
under
1
this
part
ratifying
the
authorization,
designation,
or
creation
2
of
such
shares.
3
Sec.
20.
NEW
SECTION
.
490.147
Ratification
of
defective
4
corporate
actions.
5
1.
To
ratify
a
defective
corporate
action
under
this
6
section,
other
than
the
ratification
of
an
election
of
the
7
initial
board
of
directors
under
subsection
2,
the
board
of
8
directors
shall
take
action
ratifying
the
action
in
accordance
9
with
section
490.148,
stating
all
of
the
following:
10
a.
The
defective
corporate
action
to
be
ratified
and,
if
the
11
defective
corporate
action
involved
the
issuance
of
putative
12
shares,
the
number
and
type
of
putative
shares
purportedly
13
issued.
14
b.
The
date
of
the
defective
corporate
action.
15
c.
The
nature
of
the
failure
of
authorization
with
respect
16
to
the
defective
corporate
action
to
be
ratified.
17
d.
That
the
board
of
directors
approves
the
ratification
of
18
the
defective
corporate
action.
19
2.
In
the
event
that
a
defective
corporate
action
to
be
20
ratified
relates
to
the
election
of
the
initial
board
of
21
directors
of
the
corporation
under
section
490.205,
subsection
22
1,
paragraph
“b”
,
a
majority
of
the
persons
who,
at
the
time
of
23
the
ratification,
are
exercising
the
powers
of
directors
may
24
take
an
action
stating
all
of
the
following:
25
a.
The
name
of
the
person
or
persons
who
first
took
26
action
in
the
name
of
the
corporation
as
the
initial
board
of
27
directors
of
the
corporation.
28
b.
The
earlier
of
the
date
on
which
such
persons
first
29
took
such
action
or
were
purported
to
have
been
elected
as
the
30
initial
board
of
directors.
31
c.
That
the
ratification
of
the
election
of
such
person
or
32
persons
as
the
initial
board
of
directors
is
approved.
33
3.
If
any
provision
of
this
chapter,
the
articles
of
34
incorporation
or
bylaws,
any
corporate
resolution,
or
any
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plan
or
agreement
to
which
the
corporation
is
a
party
in
1
effect
at
the
time
action
under
subsection
1
is
taken
requires
2
shareholder
approval
or
would
have
required
shareholder
3
approval
at
the
date
of
the
occurrence
of
the
defective
4
corporate
action,
the
ratification
of
the
defective
corporate
5
action
approved
in
the
action
taken
by
the
directors
under
6
subsection
1
shall
be
submitted
to
the
shareholders
for
7
approval
in
accordance
with
section
490.148.
8
4.
Unless
otherwise
provided
in
the
action
taken
by
the
9
board
of
directors
under
subsection
1,
after
the
action
by
the
10
board
of
directors
has
been
taken
and,
if
required,
approved
11
by
the
shareholders,
the
board
of
directors
may
abandon
the
12
ratification
at
any
time
before
the
validation
effective
time
13
without
further
action
of
the
shareholders.
14
Sec.
21.
NEW
SECTION
.
490.148
Action
on
ratification.
15
1.
The
quorum
and
voting
requirements
applicable
to
a
16
ratifying
action
by
the
board
of
directors
under
section
17
490.147,
subsection
1,
shall
be
the
quorum
and
voting
18
requirements
applicable
to
the
corporate
action
proposed
to
be
19
ratified
at
the
time
such
ratifying
action
is
taken.
20
2.
If
the
ratification
of
the
defective
corporate
action
21
requires
approval
by
the
shareholders
under
section
490.147,
22
subsection
3,
and
if
the
approval
is
to
be
given
at
a
meeting,
23
the
corporation
shall
notify
each
holder
of
valid
and
putative
24
shares,
regardless
of
whether
entitled
to
vote,
as
of
the
25
record
date
for
notice
of
the
meeting
and
as
of
the
date
of
26
the
occurrence
of
defective
corporate
action,
provided
that
27
notice
shall
not
be
required
to
be
given
to
holders
of
valid
or
28
putative
shares
whose
identities
or
addresses
for
notice
cannot
29
be
determined
from
the
records
of
the
corporation.
The
notice
30
must
state
that
the
purpose,
or
one
of
the
purposes,
of
the
31
meeting
is
to
consider
ratification
of
a
defective
corporate
32
action
and
must
be
accompanied
by
all
of
the
following:
33
a.
Either
a
copy
of
the
action
taken
by
the
board
of
34
directors
in
accordance
with
section
490.147,
subsection
1,
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or
the
information
required
by
section
490.147,
subsection
1,
1
paragraphs
“a”
through
“d”
.
2
b.
A
statement
that
any
claim
that
the
ratification
of
3
such
defective
corporate
action
and
any
putative
shares
issued
4
as
a
result
of
such
defective
corporate
action
should
not
be
5
effective,
or
should
be
effective
only
on
certain
conditions,
6
shall
be
brought
within
one
hundred
twenty
days
from
the
7
applicable
validation
effective
time.
8
3.
Except
as
provided
in
subsection
4,
with
respect
to
the
9
voting
requirements
to
ratify
the
election
of
a
director,
the
10
quorum
and
voting
requirements
applicable
to
the
approval
by
11
the
shareholders
required
by
section
490.147,
subsection
3,
12
shall
be
the
quorum
and
voting
requirements
applicable
to
the
13
corporate
action
proposed
to
be
ratified
at
the
time
of
such
14
shareholder
approval.
15
4.
The
approval
by
shareholders
to
ratify
the
election
of
a
16
director
requires
that
the
votes
cast
within
the
voting
group
17
favoring
such
ratification
exceed
the
votes
cast
opposing
such
18
ratification
of
the
election
at
a
meeting
at
which
a
quorum
is
19
present.
20
5.
Putative
shares
on
the
record
date
for
determining
21
the
shareholders
entitled
to
vote
on
any
matter
submitted
to
22
shareholders
under
section
490.147,
subsection
3,
and
without
23
giving
effect
to
any
ratification
of
putative
shares
that
24
becomes
effective
as
a
result
of
such
vote,
shall
neither
be
25
entitled
to
vote
nor
counted
for
quorum
purposes
in
any
vote
to
26
approve
the
ratification
of
any
defective
corporate
action.
27
6.
If
the
approval
under
this
section
of
putative
shares
28
would
result
in
an
overissue,
in
addition
to
the
approval
29
required
by
section
490.147,
approval
of
an
amendment
to
the
30
articles
of
incorporation
under
subchapter
X
to
increase
31
the
number
of
shares
of
an
authorized
class
or
series
or
to
32
authorize
the
creation
of
a
class
or
series
of
shares
so
there
33
would
be
no
overissue
shall
also
be
required.
34
Sec.
22.
NEW
SECTION
.
490.149
Notice
requirements.
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1.
Unless
shareholder
approval
is
required
under
section
1
490.147,
subsection
3,
prompt
notice
of
an
action
taken
under
2
section
490.147
shall
be
given
to
each
holder
of
valid
and
3
putative
shares,
regardless
of
whether
entitled
to
vote,
as
of
4
all
of
the
following:
5
a.
The
date
of
such
action
by
the
board
of
directors.
6
b.
The
date
of
the
defective
corporate
action
ratified,
7
provided
that
notice
shall
not
be
required
to
be
given
to
8
holders
of
valid
and
putative
shares
whose
identities
or
9
addresses
for
notice
cannot
be
determined
from
the
records
of
10
the
corporation.
11
2.
The
notice
must
contain
all
of
the
following:
12
a.
Either
a
copy
of
the
action
taken
by
the
board
of
13
directors
in
accordance
with
section
490.147,
subsection
1
or
14
2,
or
the
information
required
by
section
490.147,
subsection
15
1,
paragraphs
“a”
through
“d”
,
or
section
490.147,
subsection
2,
16
paragraphs
“a”
through
“c”
,
as
applicable.
17
b.
A
statement
that
any
claim
that
the
ratification
of
18
the
defective
corporate
action
and
any
putative
shares
issued
19
as
a
result
of
such
defective
corporate
action
should
not
be
20
effective,
or
should
be
effective
only
on
certain
conditions,
21
shall
be
brought
within
one
hundred
twenty
days
from
the
22
applicable
validation
effective
time.
23
3.
No
notice
under
this
section
is
required
with
respect
24
to
any
action
required
to
be
submitted
to
shareholders
for
25
approval
under
section
490.147,
subsection
3,
if
notice
is
26
given
in
accordance
with
section
490.148,
subsection
2.
27
4.
A
notice
required
by
this
section
may
be
given
in
any
28
manner
permitted
by
section
490.141
and,
for
any
corporation
29
subject
to
the
reporting
requirements
of
section
13
or
15(d)
of
30
the
federal
Securities
Exchange
Act
of
1934,
may
be
given
by
31
means
of
a
filing
or
furnishing
of
such
notice
with
the
United
32
States
securities
and
exchange
commission.
33
Sec.
23.
NEW
SECTION
.
490.150
Effect
of
ratification.
34
From
and
after
the
validation
effective
time,
and
without
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regard
to
the
one
hundred
twenty-day
period
during
which
1
a
claim
may
be
brought
under
section
490.152,
all
of
the
2
following
shall
apply:
3
1.
Each
defective
corporate
action
ratified
in
accordance
4
with
section
490.147
shall
not
be
void
or
voidable
as
a
result
5
of
the
failure
of
authorization
identified
in
the
action
taken
6
under
section
490.147,
subsection
1
or
2,
and
shall
be
deemed
7
a
valid
corporate
action
effective
as
of
the
date
of
the
8
defective
corporate
action.
9
2.
The
issuance
of
each
putative
share
or
fraction
of
a
10
putative
share
purportedly
issued
pursuant
to
a
defective
11
corporate
action
identified
in
the
action
taken
under
section
12
490.147
shall
not
be
void
or
voidable,
and
each
such
putative
13
share
or
fraction
of
a
putative
share
shall
be
deemed
to
be
an
14
identical
share
or
fraction
of
a
valid
share
as
of
the
time
it
15
was
purportedly
issued.
16
3.
Any
corporate
action
taken
subsequent
to
the
defective
17
corporate
action
ratified
in
accordance
with
this
part
in
18
reliance
on
such
defective
corporate
action
having
been
19
validly
effected
and
any
subsequent
defective
corporate
action
20
resulting
directly
or
indirectly
from
such
original
defective
21
corporate
action
shall
be
valid
as
of
the
time
taken.
22
Sec.
24.
NEW
SECTION
.
490.151
Filings.
23
1.
If
the
defective
corporate
action
ratified
under
this
24
part
would
have
required
under
any
other
section
of
this
25
chapter
a
filing
in
accordance
with
this
chapter,
then,
26
regardless
of
whether
a
filing
was
previously
made
in
respect
27
of
such
defective
corporate
action
and
in
lieu
of
a
filing
28
otherwise
required
by
this
chapter,
the
corporation
shall
file
29
articles
of
validation
in
accordance
with
this
section,
and
30
such
articles
of
validation
shall
serve
to
amend
or
substitute
31
for
any
other
filing
with
respect
to
such
defective
corporate
32
action
required
by
this
chapter.
33
2.
The
articles
of
validation
must
set
forth
all
of
the
34
following:
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a.
The
defective
corporate
action
that
is
the
subject
of
the
1
articles
of
validation,
including
in
the
case
of
any
defective
2
corporate
action
involving
the
issuance
of
putative
shares,
the
3
number
and
type
of
putative
shares
issued
and
the
date
or
dates
4
upon
which
such
putative
shares
were
purported
to
have
been
5
issued.
6
b.
The
date
of
the
defective
corporate
action.
7
c.
The
nature
of
the
failure
of
authorization
in
respect
of
8
the
defective
corporate
action.
9
d.
A
statement
that
the
defective
corporate
action
was
10
ratified
in
accordance
with
section
490.147,
including
11
the
date
on
which
the
board
of
directors
ratified
such
12
defective
corporate
action
and
the
date,
if
any,
on
which
13
the
shareholders
approved
the
ratification
of
such
defective
14
corporate
action.
15
e.
The
information
required
by
subsection
3.
16
3.
The
articles
of
validation
must
also
contain
the
17
following
information:
18
a.
If
a
filing
was
previously
made
in
respect
of
the
19
defective
corporate
action
and
no
changes
to
such
filing
are
20
required
to
give
effect
to
the
ratification
of
such
defective
21
corporate
action
in
accordance
with
section
490.147,
the
22
articles
of
validation
must
set
forth
all
of
the
following:
23
(1)
The
name,
title,
and
filing
date
of
the
filing
24
previously
made
and
any
articles
of
correction
to
that
filing.
25
(2)
A
statement
that
a
copy
of
the
filing
previously
made,
26
together
with
any
articles
of
correction
to
that
filing,
is
27
attached
as
an
exhibit
to
the
articles
of
validation.
28
b.
If
a
filing
was
previously
made
in
respect
of
the
29
defective
corporate
action
and
such
filing
requires
any
change
30
to
give
effect
to
the
ratification
of
such
defective
corporate
31
action
in
accordance
with
section
490.147,
the
articles
of
32
validation
must
set
forth
all
of
the
following:
33
(1)
The
name,
title,
and
filing
date
of
the
filing
34
previously
made
and
any
articles
of
correction
to
that
filing.
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(2)
A
statement
that
a
filing
containing
all
of
the
1
information
required
to
be
included
under
the
applicable
2
section
or
sections
of
this
chapter
to
give
effect
to
such
3
defective
corporate
action
is
attached
as
an
exhibit
to
the
4
articles
of
validation.
5
(3)
The
date
and
time
that
such
filing
is
deemed
to
have
6
become
effective.
7
c.
If
a
filing
was
not
previously
made
in
respect
of
the
8
defective
corporate
action
and
the
defective
corporate
action
9
ratified
under
section
490.147
would
have
required
a
filing
10
under
any
other
section
of
this
chapter,
the
articles
of
11
validation
must
set
forth
all
of
the
following:
12
(1)
A
statement
that
a
filing
containing
all
of
the
13
information
required
to
be
included
under
the
applicable
14
section
or
sections
of
this
chapter
to
give
effect
to
such
15
defective
corporate
action
is
attached
as
an
exhibit
to
the
16
articles
of
validation.
17
(2)
The
date
and
time
that
such
filing
is
deemed
to
have
18
become
effective.
19
Sec.
25.
NEW
SECTION
.
490.152
Judicial
proceedings
20
regarding
validity
of
corporate
actions.
21
1.
Upon
application
by
the
corporation,
any
successor
22
entity
to
the
corporation,
a
director
of
the
corporation,
any
23
shareholder,
beneficial
shareholder,
or
unrestricted
voting
24
trust
beneficial
owner
of
the
corporation,
including
any
25
such
shareholder,
beneficial
shareholder,
or
unrestricted
26
voting
trust
beneficial
owner
as
of
the
date
of
the
defective
27
corporate
action
ratified
under
section
490.147,
or
any
other
28
person
claiming
to
be
substantially
and
adversely
affected
by
a
29
ratification
under
section
490.147,
the
district
court
of
the
30
county
where
a
corporation’s
principal
office
or,
if
none
in
31
this
state,
its
registered
office,
is
located
may
do
all
of
the
32
following:
33
a.
Determine
the
validity
and
effectiveness
of
any
corporate
34
action
or
defective
corporate
action.
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b.
Determine
the
validity
and
effectiveness
of
any
1
ratification
under
section
490.147.
2
c.
Determine
the
validity
of
any
putative
shares.
3
d.
Modify
or
waive
any
of
the
procedures
specified
in
4
section
490.147
or
490.148
to
ratify
a
defective
corporate
5
action.
6
2.
In
connection
with
an
action
under
this
section,
the
7
court
may
make
such
findings
or
orders,
and
take
into
account
8
any
factors
or
considerations,
regarding
such
matters
as
it
9
deems
proper
under
the
circumstances.
10
3.
Service
of
process
of
the
application
under
subsection
11
1
on
the
corporation
may
be
made
in
any
manner
provided
by
12
statute
of
this
state
or
by
rule
of
the
applicable
court
for
13
service
on
the
corporation,
and
no
other
party
need
be
joined
14
in
order
for
the
court
to
adjudicate
the
matter.
In
an
action
15
filed
by
the
corporation,
the
court
may
require
notice
of
the
16
action
to
be
provided
to
other
persons
specified
by
the
court
17
and
permit
such
other
persons
to
intervene
in
the
action.
18
4.
Notwithstanding
any
other
provision
of
this
section
or
19
otherwise
under
applicable
law,
any
action
asserting
that
the
20
ratification
of
any
defective
corporate
action
and
any
putative
21
shares
issued
as
a
result
of
such
defective
corporate
action
22
should
not
be
effective,
or
should
be
effective
only
on
certain
23
conditions,
shall
be
brought
within
one
hundred
twenty
days
of
24
the
validation
effective
time.
25
Sec.
26.
Section
490.201,
Code
2020,
is
amended
by
striking
26
the
section
and
inserting
in
lieu
thereof
the
following:
27
490.201
Incorporators.
28
One
or
more
persons
may
act
as
the
incorporator
or
29
incorporators
of
a
corporation
by
delivering
articles
of
30
incorporation
to
the
secretary
of
state
for
filing.
31
Sec.
27.
Section
490.202,
Code
2020,
is
amended
by
striking
32
the
section
and
inserting
in
lieu
thereof
the
following:
33
490.202
Articles
of
incorporation.
34
1.
The
articles
of
incorporation
must
set
forth
all
of
the
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following:
1
a.
A
corporate
name
for
the
corporation
that
satisfies
the
2
requirements
of
section
490.401.
3
b.
The
number
of
shares
the
corporation
is
authorized
to
4
issue.
5
c.
The
street
and
mailing
addresses
of
the
corporation’s
6
initial
registered
office
and
the
name
of
its
initial
7
registered
agent
at
that
office.
8
d.
The
name
and
address
of
each
incorporator.
9
2.
The
articles
of
incorporation
may
set
forth
any
of
the
10
following:
11
a.
The
names
and
addresses
of
the
individuals
who
are
to
12
serve
as
the
initial
directors.
13
b.
Provisions
not
inconsistent
with
law
regarding
any
of
the
14
following:
15
(1)
The
purpose
or
purposes
for
which
the
corporation
is
16
organized.
17
(2)
Managing
the
business
and
regulating
the
affairs
of
the
18
corporation.
19
(3)
Defining,
limiting,
and
regulating
the
powers
of
the
20
corporation,
its
board
of
directors,
and
shareholders.
21
(4)
A
par
value
for
authorized
shares
or
classes
of
shares.
22
(5)
The
imposition
of
interest
holder
liability
on
23
shareholders.
24
c.
Any
provision
that
under
this
chapter
is
required
or
25
permitted
to
be
set
forth
in
the
bylaws.
26
d.
A
provision
eliminating
or
limiting
the
liability
27
of
a
director
to
the
corporation
or
its
shareholders
for
28
money
damages
for
any
action
taken,
or
any
failure
to
take
29
any
action,
as
a
director,
except
liability
for
any
of
the
30
following:
31
(1)
The
amount
of
a
financial
benefit
received
by
a
director
32
to
which
the
director
is
not
entitled.
33
(2)
An
intentional
infliction
of
harm
on
the
corporation
or
34
the
shareholders.
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(3)
A
violation
of
section
490.833.
1
(4)
An
intentional
violation
of
criminal
law.
2
e.
A
provision
permitting
or
making
obligatory
3
indemnification
of
a
director
for
liability,
as
defined
in
4
section
490.850,
to
any
person
for
any
action
taken,
or
any
5
failure
to
take
any
action,
as
a
director,
except
liability
for
6
any
of
the
following:
7
(1)
Receipt
of
a
financial
benefit
to
which
the
director
is
8
not
entitled.
9
(2)
An
intentional
infliction
of
harm
on
the
corporation
or
10
its
shareholders.
11
(3)
A
violation
of
section
490.833.
12
(4)
An
intentional
violation
of
criminal
law.
13
f.
A
provision
limiting
or
eliminating
any
duty
of
a
14
director
or
any
other
person
to
offer
the
corporation
the
15
right
to
have
or
participate
in
any,
or
one
or
more
classes
16
or
categories
of,
business
opportunities,
before
the
pursuit
17
or
taking
of
the
opportunity
by
the
director
or
other
person;
18
provided
that
any
application
of
such
a
provision
to
an
officer
19
or
a
related
person
of
that
officer
is
subject
to
all
of
the
20
following:
21
(1)
It
also
requires
approval
of
that
application
by
the
22
board
of
directors,
subsequent
to
the
effective
date
of
the
23
provision,
by
action
of
qualified
directors
taken
in
compliance
24
with
the
same
procedures
as
are
set
forth
in
section
490.862.
25
(2)
It
may
be
limited
by
the
authorizing
action
of
the
26
board.
27
3.
The
articles
of
incorporation
need
not
set
forth
any
of
28
the
corporate
powers
enumerated
in
this
chapter.
29
4.
Provisions
of
the
articles
of
incorporation
may
be
made
30
dependent
upon
facts
objectively
ascertainable
outside
the
31
articles
of
incorporation
in
accordance
with
section
490.120,
32
subsection
11.
33
5.
As
used
in
this
section,
“related
person”
has
the
meaning
34
specified
in
section
490.860.
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Sec.
28.
Section
490.203,
Code
2020,
is
amended
by
striking
1
the
section
and
inserting
in
lieu
thereof
the
following:
2
490.203
Incorporation.
3
1.
Unless
a
delayed
effective
date
is
specified,
the
4
corporate
existence
begins
when
the
articles
of
incorporation
5
are
filed.
6
2.
The
secretary
of
state’s
filing
of
the
articles
of
7
incorporation
is
conclusive
proof
that
the
incorporators
8
satisfied
all
conditions
precedent
to
incorporation
except
in
a
9
proceeding
by
the
state
to
cancel
or
revoke
the
incorporation
10
or
involuntarily
dissolve
the
corporation.
11
Sec.
29.
Section
490.205,
Code
2020,
is
amended
by
striking
12
the
section
and
inserting
in
lieu
thereof
the
following:
13
490.205
Organization
of
corporation.
14
1.
After
incorporation,
the
following
shall
apply:
15
a.
If
initial
directors
are
named
in
the
articles
16
of
incorporation,
the
initial
directors
shall
hold
an
17
organizational
meeting,
at
the
call
of
a
majority
of
the
18
directors,
to
complete
the
organization
of
the
corporation
by
19
appointing
officers,
adopting
bylaws,
and
carrying
on
any
other
20
business
brought
before
the
meeting.
21
b.
If
initial
directors
are
not
named
in
the
articles
of
22
incorporation,
the
incorporator
or
incorporators
shall
hold
23
an
organizational
meeting
at
the
call
of
a
majority
of
the
24
incorporators
to
do
any
of
the
following:
25
(1)
Elect
initial
directors
and
complete
the
organization
26
of
the
corporation.
27
(2)
Elect
a
board
of
directors
who
shall
complete
the
28
organization
of
the
corporation.
29
2.
Action
required
or
permitted
by
this
chapter
to
be
taken
30
by
incorporators
at
an
organizational
meeting
may
be
taken
31
without
a
meeting
if
the
action
taken
is
evidenced
by
one
or
32
more
written
consents
describing
the
action
taken
and
signed
by
33
each
incorporator.
34
3.
An
organizational
meeting
may
be
held
in
or
out
of
this
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state.
1
Sec.
30.
Section
490.206,
Code
2020,
is
amended
by
striking
2
the
section
and
inserting
in
lieu
thereof
the
following:
3
490.206
Bylaws.
4
1.
The
incorporators
or
board
of
directors
of
a
corporation
5
shall
adopt
initial
bylaws
for
the
corporation.
6
2.
The
bylaws
of
a
corporation
may
contain
any
provision
7
that
is
not
inconsistent
with
law
or
the
articles
of
8
incorporation.
9
3.
The
bylaws
may
contain
any
of
the
following
provisions:
10
a.
A
requirement
that
if
the
corporation
solicits
proxies
11
or
consents
with
respect
to
an
election
of
directors,
the
12
corporation
include
in
its
proxy
statement
and
any
form
13
of
its
proxy
or
consent,
to
the
extent
and
subject
to
such
14
procedures
or
conditions
as
are
provided
in
the
bylaws,
one
15
or
more
individuals
nominated
by
a
shareholder
in
addition
to
16
individuals
nominated
by
the
board
of
directors.
17
b.
A
requirement
that
the
corporation
reimburse
the
expenses
18
incurred
by
a
shareholder
in
soliciting
proxies
or
consents
in
19
connection
with
an
election
of
directors,
to
the
extent
and
20
subject
to
such
procedures
and
conditions
as
are
provided
in
21
the
bylaws,
provided
that
no
bylaw
so
adopted
shall
apply
to
22
elections
for
which
any
record
date
precedes
its
adoption.
23
4.
Notwithstanding
section
490.1020,
subsection
2,
24
paragraph
“b”
,
the
shareholders
in
amending,
repealing,
or
25
adopting
a
bylaw
described
in
subsection
3
shall
not
limit
the
26
authority
of
the
board
of
directors
to
amend
or
repeal
any
27
condition
or
procedure
set
forth
in
or
to
add
any
procedure
28
or
condition
to
such
a
bylaw
to
provide
for
a
reasonable,
29
practical,
and
orderly
process.
30
Sec.
31.
Section
490.207,
Code
2020,
is
amended
by
striking
31
the
section
and
inserting
in
lieu
thereof
the
following:
32
490.207
Emergency
bylaws.
33
1.
Unless
the
articles
of
incorporation
provide
otherwise,
34
the
board
of
directors
may
adopt
bylaws
to
be
effective
only
in
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an
emergency
as
defined
in
subsection
4.
The
emergency
bylaws,
1
which
are
subject
to
amendment
or
repeal
by
the
shareholders,
2
may
make
all
provisions
necessary
for
managing
the
corporation
3
during
the
emergency,
including
any
of
the
following:
4
a.
Procedures
for
calling
a
meeting
of
the
board
of
5
directors.
6
b.
Quorum
requirements
for
the
meeting.
7
c.
Designation
of
additional
or
substitute
directors.
8
2.
All
provisions
of
the
regular
bylaws
not
inconsistent
9
with
the
emergency
bylaws
remain
effective
during
the
10
emergency.
The
emergency
bylaws
are
not
effective
after
the
11
emergency
ends.
12
3.
Corporate
action
taken
in
good
faith
in
accordance
with
13
the
emergency
bylaws
has
all
of
the
following
effects:
14
a.
The
action
binds
the
corporation.
15
b.
The
action
shall
not
be
used
to
impose
liability
on
a
16
director,
officer,
employee,
or
agent
of
the
corporation.
17
4.
An
emergency
exists
for
purposes
of
this
section
if
a
18
quorum
of
the
board
of
directors
cannot
readily
be
assembled
19
because
of
some
catastrophic
event.
20
Sec.
32.
NEW
SECTION
.
490.208
Forum
selection
provisions.
21
1.
The
articles
of
incorporation
or
bylaws
may
require
22
that
any
or
all
internal
corporate
claims
shall
be
brought
23
exclusively
in
any
specified
court
or
courts
of
this
state
24
and,
if
so
specified,
in
any
additional
courts
in
this
state
25
or
in
any
other
jurisdictions
with
which
the
corporation
has
a
26
reasonable
relationship.
27
2.
A
provision
of
the
articles
of
incorporation
or
bylaws
28
adopted
under
subsection
1
shall
not
have
the
effect
of
29
conferring
jurisdiction
on
any
court
or
over
any
person
or
30
claim,
and
shall
not
apply
if
none
of
the
courts
specified
31
by
such
provision
has
the
requisite
personal
and
subject
32
matter
jurisdiction.
If
the
court
or
courts
of
this
state
33
specified
in
a
provision
adopted
under
subsection
1
do
not
34
have
the
requisite
personal
and
subject
matter
jurisdiction
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and
another
court
of
this
state
does
have
such
jurisdiction,
1
then
the
internal
corporate
claim
may
be
brought
in
such
other
2
court
of
this
state,
notwithstanding
that
such
other
court
3
of
this
state
is
not
specified
in
such
provision,
and
in
any
4
other
court
specified
in
such
provision
that
has
the
requisite
5
jurisdiction.
6
3.
No
provision
of
the
articles
of
incorporation
or
bylaws
7
may
prohibit
bringing
an
internal
corporate
claim
in
the
8
courts
of
this
state
or
require
such
claims
to
be
determined
9
by
arbitration.
10
4.
“Internal
corporate
claim”
means,
for
the
purposes
of
11
this
section,
any
of
the
following:
12
a.
Any
claim
that
is
based
upon
a
violation
of
a
duty
13
under
the
laws
of
this
state
by
a
current
or
former
director,
14
officer,
or
shareholder
in
such
capacity.
15
b.
Any
derivative
action
or
proceeding
brought
on
behalf
of
16
the
corporation.
17
c.
Any
action
asserting
a
claim
arising
pursuant
to
any
18
provision
of
this
chapter
or
the
articles
of
incorporation
or
19
bylaws.
20
d.
Any
action
asserting
a
claim
governed
by
the
internal
21
affairs
doctrine
that
is
not
included
in
paragraphs
“a”
through
22
“c”
.
23
Sec.
33.
NEW
SECTION
.
490.209
Foreign-trade
zone
24
corporation.
25
A
corporation
may
be
organized
under
the
laws
of
this
state
26
for
the
purpose
of
establishing,
operating,
and
maintaining
27
a
foreign-trade
zone
as
defined
in
19
U.S.C.
§81(a).
A
28
corporation
organized
for
the
purposes
set
forth
in
this
29
section
has
all
powers
necessary
or
convenient
for
applying
30
for
a
grant
of
authority
to
establish,
operate,
and
maintain
31
a
foreign-trade
zone
under
19
U.S.C.
§81(a)
et
seq.,
and
32
regulations
promulgated
under
that
law,
and
for
establishing,
33
operating,
and
maintaining
a
foreign-trade
zone
pursuant
to
34
that
grant
of
authority.
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Sec.
34.
Section
490.302,
Code
2020,
is
amended
by
striking
1
the
section
and
inserting
in
lieu
thereof
the
following:
2
490.302
General
powers.
3
Unless
its
articles
of
incorporation
provide
otherwise,
4
every
corporation
has
perpetual
duration
and
succession
in
its
5
corporate
name
and
has
the
same
powers
as
an
individual
to
do
6
all
things
necessary
or
convenient
to
carry
out
its
business
7
and
affairs,
including
the
power
to
do
all
of
the
following:
8
1.
Sue
and
be
sued,
complain,
and
defend
in
its
corporate
9
name.
10
2.
Have
a
corporate
seal,
which
may
be
altered
at
will,
and
11
to
use
it,
or
a
facsimile
of
it,
by
impressing
or
affixing
it
or
12
in
any
other
manner
reproducing
it.
13
3.
Make
and
amend
bylaws,
not
inconsistent
with
its
articles
14
of
incorporation
or
with
the
laws
of
this
state,
for
managing
15
the
business
and
regulating
the
affairs
of
the
corporation.
16
4.
Purchase,
receive,
lease,
or
otherwise
acquire,
and
own,
17
hold,
improve,
use,
and
otherwise
deal
with,
real
or
personal
18
property,
or
any
legal
or
equitable
interest
in
property,
19
wherever
located.
20
5.
Sell,
convey,
mortgage,
pledge,
lease,
exchange,
and
21
otherwise
dispose
of
all
or
any
part
of
its
property.
22
6.
Purchase,
receive,
subscribe
for,
or
otherwise
acquire,
23
own,
hold,
vote,
use,
sell,
mortgage,
lend,
pledge,
or
24
otherwise
dispose
of,
and
deal
in
and
with
shares
or
other
25
interests
in,
or
obligations
of,
any
other
entity.
26
7.
Make
contracts
and
guarantees,
incur
liabilities,
27
borrow
money,
issue
its
notes,
bonds,
and
other
securities
28
and
obligations,
which
may
be
convertible
into
or
include
the
29
option
to
purchase
other
securities
of
the
corporation,
and
30
secure
any
of
its
obligations
by
mortgage
or
pledge
of
any
of
31
its
property,
franchises,
or
income.
32
8.
Lend
money,
invest
and
reinvest
its
funds,
and
receive
33
and
hold
real
and
personal
property
as
security
for
repayment.
34
9.
Be
a
promoter,
partner,
member,
associate,
or
manager
of
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any
partnership,
joint
venture,
trust,
or
other
entity.
1
10.
Conduct
its
business,
locate
offices,
and
exercise
the
2
powers
granted
by
this
chapter
within
or
without
this
state.
3
11.
Elect
directors
and
appoint
officers,
employees,
and
4
agents
of
the
corporation,
define
their
duties,
fix
their
5
compensation,
and
lend
them
money
and
credit.
6
12.
Pay
pensions
and
establish
pension
plans,
pension
7
trusts,
profit
sharing
plans,
share
bonus
plans,
share
option
8
plans,
and
benefit
or
incentive
plans
for
any
or
all
of
its
9
current
or
former
directors,
officers,
employees,
and
agents.
10
13.
Make
donations
for
the
public
welfare
or
for
charitable,
11
scientific,
or
educational
purposes.
12
14.
Transact
any
lawful
business
that
will
aid
governmental
13
policy.
14
15.
Make
payments
or
donations,
or
do
any
other
act,
not
15
inconsistent
with
law,
that
furthers
the
business
and
affairs
16
of
the
corporation.
17
Sec.
35.
Section
490.303,
Code
2020,
is
amended
by
striking
18
the
section
and
inserting
in
lieu
thereof
the
following:
19
490.303
Emergency
powers.
20
1.
In
anticipation
of
or
during
an
emergency
as
defined
in
21
subsection
4,
the
board
of
directors
of
a
corporation
may
do
22
all
of
the
following:
23
a.
Modify
lines
of
succession
to
accommodate
the
incapacity
24
of
any
director,
officer,
employee,
or
agent.
25
b.
Relocate
the
principal
office,
designate
alternative
26
principal
offices
or
regional
offices,
or
authorize
the
27
officers
to
do
so.
28
2.
During
an
emergency
as
defined
in
subsection
4,
unless
29
emergency
bylaws
provide
otherwise:
30
a.
Notice
of
a
meeting
of
the
board
of
directors
need
be
31
given
only
to
those
directors
whom
it
is
practicable
to
reach
32
and
may
be
given
in
any
practicable
manner.
33
b.
One
or
more
officers
of
the
corporation
present
at
a
34
meeting
of
the
board
of
directors
may
be
deemed
to
be
directors
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for
the
meeting,
in
order
of
rank
and
within
the
same
rank
in
1
order
of
seniority,
as
necessary
to
achieve
a
quorum.
2
3.
Corporate
action
taken
in
good
faith
during
an
emergency
3
under
this
section
to
further
the
ordinary
business
affairs
of
4
the
corporation
shall
both:
5
a.
Bind
the
corporation.
6
b.
Not
be
used
to
impose
liability
on
a
corporate
director,
7
officer,
employee,
or
agent.
8
4.
An
emergency
exists
for
purposes
of
this
section
if
a
9
quorum
of
the
board
of
directors
cannot
readily
be
assembled
10
because
of
some
catastrophic
event.
11
Sec.
36.
Section
490.401,
Code
2020,
is
amended
by
striking
12
the
section
and
inserting
in
lieu
thereof
the
following:
13
490.401
Corporate
name.
14
1.
A
corporate
name
is
subject
to
all
of
the
following:
15
a.
It
must
contain
the
word
“corporation”,
“incorporated”,
16
“company”,
or
“limited”,
or
the
abbreviation
“corp.”,
“inc.”,
17
“co.”,
or
“ltd.”,
or
words
or
abbreviations
of
like
import
in
18
another
language.
19
b.
It
must
not
contain
language
stating
or
implying
that
20
the
corporation
is
organized
for
a
purpose
other
than
that
21
permitted
by
section
490.301
and
its
articles
of
incorporation.
22
2.
Except
as
authorized
by
subsections
3
and
4,
a
corporate
23
name
must
be
distinguishable
upon
the
records
of
the
secretary
24
of
state
from
all
of
the
following:
25
a.
The
corporate
name
of
a
corporation
incorporated
in
26
this
state
which
is
not
administratively
dissolved,
or
if
such
27
corporation
has
been
administratively
dissolved,
within
five
28
years
after
the
effective
date
of
dissolution.
29
b.
A
corporate
name
reserved
or
registered
under
section
30
490.402
or
490.403
or
any
similar
provision
of
the
law
of
this
31
state.
32
c.
The
name
of
a
foreign
corporation
registered
to
do
33
business
in
this
state
or
an
alternate
name
adopted
by
a
34
foreign
corporation
registered
to
do
business
in
this
state
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because
its
corporate
name
is
unavailable.
1
d.
The
corporate
name
of
a
nonprofit
corporation
2
incorporated
in
this
state
which
is
not
administratively
3
dissolved.
4
e.
The
name
of
a
foreign
nonprofit
corporation
registered
5
to
do
business
in
this
state
or
an
alternate
name
adopted
by
a
6
foreign
nonprofit
corporation
registered
to
conduct
activities
7
in
this
state
because
its
real
name
is
unavailable.
8
f.
The
name
of
a
domestic
filing
entity
which
is
not
9
administratively
dissolved.
10
g.
The
name
of
a
foreign
unincorporated
entity
registered
11
to
do
business
in
this
state
or
an
alternate
name
adopted
by
12
such
an
entity
registered
to
conduct
activities
in
this
state
13
because
its
real
name
is
unavailable.
14
h.
A
name
reserved,
registered,
or
protected
as
follows:
15
(1)
For
a
limited
liability
partnership,
section
486A.1001
16
or
486A.1002.
17
(2)
For
a
limited
partnership,
section
488.108,
488.109,
or
18
488.810.
19
(3)
For
a
business
corporation,
this
section,
or
section
20
490.402,
490.403,
or
490.1422.
21
(4)
For
a
limited
liability
company
under
chapter
489,
22
section
489.108,
489.109,
or
489.706.
23
(5)
For
a
nonprofit
corporation,
section
504.401,
504.402,
24
504.403,
or
504.1423.
25
3.
A
corporation
may
apply
to
the
secretary
of
state
for
26
authorization
to
use
a
name
that
is
not
distinguishable
upon
27
the
secretary
of
state’s
records
from
one
or
more
of
the
names
28
described
in
subsection
2.
The
secretary
of
state
shall
29
authorize
use
of
the
name
applied
for
if
any
of
the
following
30
conditions
apply:
31
a.
The
other
corporation
or
unincorporated
entity
consents
32
to
the
use
in
writing
and
submits
an
undertaking
in
form
33
satisfactory
to
the
secretary
of
state
to
change
its
name
to
a
34
name
that
is
distinguishable
upon
the
records
of
the
secretary
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of
state
from
the
name
of
the
applying
corporation.
1
b.
The
applicant
delivers
to
the
secretary
of
state
a
2
certified
copy
of
the
final
judgment
of
a
court
of
competent
3
jurisdiction
establishing
the
applicant’s
right
to
use
the
name
4
applied
for
in
this
state.
5
4.
A
corporation
may
use
the
name,
including
the
fictitious
6
name,
of
another
domestic
or
foreign
corporation
that
is
used
7
in
this
state
if
the
other
corporation
is
incorporated
or
8
authorized
to
transact
business
in
this
state
and
the
proposed
9
user
corporation
submits
documentation
to
the
satisfaction
10
of
the
secretary
of
state
establishing
any
of
the
following
11
conditions:
12
a.
Has
merged
with
the
other
corporation.
13
b.
Has
been
formed
by
reorganization
of
the
other
14
corporation.
15
c.
Has
acquired
all
or
substantially
all
of
the
assets,
16
including
the
corporate
name,
of
the
other
corporation.
17
5.
This
chapter
does
not
control
the
use
of
fictitious
18
names;
however,
if
a
corporation
or
a
foreign
corporation
19
uses
a
fictitious
name
in
this
state,
it
shall
deliver
to
the
20
secretary
of
state
for
filing
a
copy
of
the
resolution
of
its
21
board
of
directors,
certified
by
its
secretary,
adopting
the
22
fictitious
name.
23
Sec.
37.
Section
490.402,
Code
2020,
is
amended
by
striking
24
the
section
and
inserting
in
lieu
thereof
the
following:
25
490.402
Reserved
name.
26
1.
A
person
may
reserve
the
exclusive
use
of
a
corporate
27
name,
including
a
fictitious
or
alternate
name
for
a
foreign
28
corporation
whose
corporate
name
is
not
available,
by
29
delivering
an
application
to
the
secretary
of
state
for
30
filing.
The
application
must
set
forth
the
name
and
address
31
of
the
applicant
and
the
name
proposed
to
be
reserved.
If
the
32
secretary
of
state
finds
that
the
corporate
name
applied
for
is
33
available,
the
secretary
of
state
shall
reserve
the
name
for
34
the
applicant’s
exclusive
use
for
a
nonrenewable
one
hundred
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twenty-day
period.
1
2.
The
owner
of
a
reserved
corporate
name
may
transfer
the
2
reservation
to
another
person
by
delivering
to
the
secretary
of
3
state
a
signed
notice
of
the
transfer
that
states
the
name
and
4
address
of
the
transferee.
5
Sec.
38.
Section
490.403,
Code
2020,
is
amended
by
striking
6
the
section
and
inserting
in
lieu
thereof
the
following:
7
490.403
Registered
name.
8
1.
A
foreign
corporation
may
register
its
corporate
9
name,
or
its
corporate
name
with
the
addition
of
any
word
10
or
abbreviation
listed
in
section
490.401,
subsection
1,
11
paragraph
“a”
,
if
necessary
for
the
corporate
name
to
comply
12
with
section
490.401,
subsection
1,
paragraph
“a”
,
if
the
name
13
is
distinguishable
upon
the
records
of
the
secretary
of
state
14
from
the
corporate
names
that
are
not
available
under
section
15
490.401,
subsection
2.
16
2.
A
foreign
corporation
registers
its
corporate
name,
or
17
its
corporate
name
with
any
addition
permitted
by
subsection
18
1,
by
delivering
to
the
secretary
of
state
for
filing
an
19
application
that
complies
with
all
of
the
following:
20
a.
Sets
forth
that
name,
the
state
or
country
and
date
of
21
its
incorporation,
and
a
brief
description
of
the
nature
of
the
22
business
which
is
to
be
conducted
in
this
state.
23
b.
Is
accompanied
by
a
certificate
of
existence,
or
a
24
document
of
similar
import,
from
the
state
or
country
of
25
incorporation.
26
3.
The
name
is
registered
for
the
applicant’s
exclusive
27
use
upon
the
effective
date
of
the
application
and
for
the
28
remainder
of
the
calendar
year,
unless
renewed.
29
4.
A
foreign
corporation
whose
name
registration
is
30
effective
may
renew
it
for
successive
years
by
delivering
31
to
the
secretary
of
state
for
filing
a
renewal
application,
32
which
complies
with
the
requirements
of
subsection
2,
between
33
October
1
and
December
31
of
the
preceding
year.
The
renewal
34
application
when
filed
renews
the
registration
for
the
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following
calendar
year.
1
5.
a.
A
foreign
corporation
whose
name
registration
is
2
effective
may
thereafter
do
any
of
the
following:
3
(1)
Register
to
do
business
as
a
foreign
corporation
under
4
the
registered
name,
if
it
complies
with
section
490.401,
5
subsection
1,
paragraph
“b”
.
6
(2)
Consent
in
writing
to
the
use
of
that
name
by
a
domestic
7
corporation
thereafter
incorporated
under
this
chapter
or
by
8
another
foreign
corporation.
9
b.
The
registration
terminates
when
the
domestic
corporation
10
is
incorporated
or
the
foreign
corporation
registers
to
do
11
business
under
that
name.
12
Sec.
39.
Section
490.501,
Code
2020,
is
amended
by
striking
13
the
section
and
inserting
in
lieu
thereof
the
following:
14
490.501
Registered
office
and
agent
of
domestic
and
15
registered
foreign
corporations.
16
1.
Each
corporation
shall
continuously
maintain
in
this
17
state
all
of
the
following:
18
a.
A
registered
office
that
may
be
the
same
as
any
of
its
19
places
of
business.
20
b.
A
registered
agent,
which
may
be
any
of
the
following:
21
(1)
An
individual
who
resides
in
this
state
and
whose
22
business
office
is
identical
with
the
registered
office.
23
(2)
A
domestic
or
foreign
corporation
or
eligible
entity
24
whose
business
office
is
identical
with
the
registered
office
25
and,
in
the
case
of
a
foreign
corporation
or
foreign
eligible
26
entity,
is
registered
to
do
business
in
this
state.
27
2.
As
used
in
this
subchapter,
“corporation”
means
both
a
28
domestic
corporation
and
a
registered
foreign
corporation.
29
Sec.
40.
Section
490.502,
Code
2020,
is
amended
by
striking
30
the
section
and
inserting
in
lieu
thereof
the
following:
31
490.502
Change
of
registered
office
or
registered
agent.
32
1.
A
corporation
may
change
its
registered
office
or
33
registered
agent
by
delivering
to
the
secretary
of
state
34
for
filing
a
statement
of
change
that
sets
forth
all
of
the
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following:
1
a.
The
name
of
the
corporation.
2
b.
The
street
and
mailing
addresses
of
its
current
3
registered
office.
4
c.
If
the
current
registered
office
is
to
be
changed,
the
5
street
and
mailing
addresses
of
the
new
registered
office.
6
d.
The
name
of
its
current
registered
agent.
7
e.
If
the
current
registered
agent
is
to
be
changed,
the
8
name
of
the
new
registered
agent
and
the
new
agent’s
written
9
consent,
either
on
the
statement
or
attached
to
it,
to
the
10
appointment.
11
f.
That
after
the
change
or
changes
are
made,
the
street
and
12
mailing
addresses
of
its
registered
office
and
of
the
business
13
office
of
its
registered
agent
will
be
identical.
14
2.
If
the
street
or
mailing
address
of
a
registered
agent’s
15
business
office
changes,
the
agent
shall
change
the
street
or
16
mailing
address
of
the
registered
office
of
any
corporation
for
17
which
the
agent
is
the
registered
agent
by
delivering
a
signed
18
written
notice
of
the
change
to
the
corporation
and
delivering
19
to
the
secretary
of
state
for
filing
a
signed
statement
that
20
complies
with
the
requirements
of
subsection
1
and
states
that
21
the
corporation
has
been
notified
of
the
change.
22
3.
If
a
registered
agent
changes
the
registered
agent’s
23
business
address
to
another
place,
the
registered
agent
may
24
change
the
business
address
and
the
address
of
the
registered
25
agent
by
filing
a
statement
as
required
in
subsection
2
for
26
each
corporation,
or
a
single
statement
for
all
corporations
27
named
in
the
notice,
except
that
it
need
be
signed
only
by
the
28
registered
agent
and
need
not
be
responsive
to
subsection
1,
29
paragraph
“e”
,
and
must
recite
that
a
copy
of
the
statement
has
30
been
mailed
to
each
corporation
named
in
the
notice.
31
4.
A
corporation
may
also
change
its
registered
office
or
32
registered
agent
in
its
biennial
report
as
provided
in
section
33
490.1622.
34
Sec.
41.
Section
490.503,
Code
2020,
is
amended
by
striking
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the
section
and
inserting
in
lieu
thereof
the
following:
1
490.503
Resignation
of
registered
agent.
2
1.
A
registered
agent
may
resign
as
agent
for
a
corporation
3
by
delivering
to
the
secretary
of
state
for
filing
a
statement
4
of
resignation
signed
by
the
agent
which
shall
state
all
of
the
5
following:
6
a.
The
name
of
the
corporation.
7
b.
The
name
of
the
agent.
8
c.
The
agent
resigns
from
serving
as
registered
agent
for
9
the
corporation.
10
d.
The
address
of
the
corporation
to
which
the
agent
will
11
deliver
the
notice
required
by
subsection
3.
12
2.
A
statement
of
resignation
takes
effect
on
the
earlier
13
of
the
following:
14
a.
12:01
a.m.
on
the
thirty-first
day
after
the
day
on
which
15
it
is
filed
by
the
secretary
of
state.
16
b.
The
designation
of
a
new
registered
agent
for
the
17
corporation.
18
3.
A
registered
agent
promptly
shall
deliver
to
the
19
corporation
notice
of
the
date
on
which
a
statement
of
20
resignation
was
delivered
to
the
secretary
of
state
for
filing.
21
4.
When
a
statement
of
resignation
takes
effect,
the
person
22
that
resigned
ceases
to
have
responsibility
under
this
chapter
23
for
any
matter
thereafter
tendered
to
it
as
agent
for
the
24
corporation.
The
resignation
does
not
affect
any
contractual
25
rights
the
corporation
has
against
the
agent
or
that
the
agent
26
has
against
the
corporation.
27
5.
A
registered
agent
may
resign
with
respect
to
a
28
corporation
regardless
of
whether
the
corporation
is
in
good
29
standing.
30
Sec.
42.
Section
490.504,
Code
2020,
is
amended
by
striking
31
the
section
and
inserting
in
lieu
thereof
the
following:
32
490.504
Service
on
corporation.
33
1.
A
corporation’s
registered
agent
is
the
corporation’s
34
agent
for
service
of
process,
notice,
or
demand
required
or
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permitted
by
law
to
be
served
on
the
corporation.
1
2.
If
a
corporation
has
no
registered
agent,
or
the
agent
2
cannot
with
reasonable
diligence
be
served,
the
corporation
3
may
be
served
by
registered
or
certified
mail,
return
receipt
4
requested,
addressed
to
the
secretary
at
the
corporation’s
5
principal
office.
Service
is
perfected
under
this
subsection
6
at
the
earliest
of
the
following:
7
a.
The
date
the
corporation
receives
the
mail.
8
b.
The
date
shown
on
the
return
receipt,
if
signed
on
behalf
9
of
the
corporation.
10
c.
Five
days
after
its
deposit
in
the
United
States
mail,
11
as
evidenced
by
the
postmark,
if
mailed
postpaid
and
correctly
12
addressed.
13
3.
a.
The
secretary
of
state
shall
be
an
agent
of
the
14
corporation
upon
whom
process,
notice,
or
demand
may
be
served,
15
if
any
of
the
following
applies:
16
(1)
The
process,
notice,
or
demand
cannot
be
served
on
a
17
corporation
pursuant
to
subsection
1
or
2.
18
(2)
The
process,
notice,
or
demand
is
to
be
served
on
19
a
registered
foreign
corporation
that
has
withdrawn
its
20
registration
pursuant
to
section
490.1507
or
490.1509,
or
the
21
registration
of
which
has
been
terminated
pursuant
to
section
22
490.1511.
23
b.
Service
of
any
process,
notice,
or
demand
on
the
24
secretary
of
state
as
agent
for
a
corporation
may
be
made
by
25
delivering
to
the
secretary
of
state
duplicate
copies
of
the
26
process,
notice,
or
demand.
If
process,
notice,
or
demand
27
is
served
on
the
secretary
of
state,
the
secretary
of
state
28
shall
forward
one
of
the
copies
by
registered
or
certified
29
mail,
return
receipt
requested,
to
the
corporation
at
the
30
last
address
shown
in
the
records
of
the
secretary
of
state.
31
Service
is
effected
under
this
subsection
at
the
earliest
of
32
the
following:
33
(1)
The
date
the
corporation
receives
the
process,
notice,
34
or
demand.
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(2)
The
date
shown
on
the
return
receipt,
if
signed
on
1
behalf
of
the
corporation.
2
(3)
Five
days
after
the
process,
notice,
or
demand
is
3
deposited
with
the
United
States
mail
by
the
secretary
of
4
state.
5
4.
This
section
does
not
prescribe
the
only
means,
or
6
necessarily
the
required
means,
of
serving
a
corporation.
7
Sec.
43.
Section
490.601,
Code
2020,
is
amended
by
striking
8
the
section
and
inserting
in
lieu
thereof
the
following:
9
490.601
Authorized
shares.
10
1.
The
articles
of
incorporation
must
set
forth
any
classes
11
of
shares
and
series
of
shares
within
a
class,
and
the
number
12
of
shares
of
each
class
and
series,
that
the
corporation
is
13
authorized
to
issue.
If
more
than
one
class
or
series
of
14
shares
is
authorized,
the
articles
of
incorporation
must
15
prescribe
a
distinguishing
designation
for
each
class
or
series
16
and,
before
the
issuance
of
shares
of
a
class
or
series,
17
describe
the
terms,
including
the
preferences,
rights,
and
18
limitations
of
that
class
or
series.
Except
to
the
extent
19
varied
as
permitted
by
this
section,
all
shares
of
a
class
or
20
series
must
have
terms,
including
preferences,
rights,
and
21
limitations
that
are
identical
with
those
of
other
shares
of
22
the
same
class
or
series.
23
2.
The
articles
of
incorporation
must
authorize
all
of
the
24
following:
25
a.
One
or
more
classes
or
series
of
shares
that
together
26
have
full
voting
rights.
27
b.
One
or
more
classes
or
series
of
shares,
which
may
be
28
the
same
class,
classes,
or
series
as
those
with
voting
rights,
29
that
together
are
entitled
to
receive
the
net
assets
of
the
30
corporation
upon
dissolution.
31
3.
The
articles
of
incorporation
may
authorize
one
or
more
32
classes
or
series
of
shares
that
have
any
of
the
following
33
characteristics:
34
a.
Have
special,
conditional,
or
limited
voting
rights,
or
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no
right
to
vote,
except
to
the
extent
otherwise
provided
by
1
this
chapter.
2
b.
Are
redeemable
or
convertible
as
specified
in
the
3
articles
of
incorporation
in
any
of
the
following
ways:
4
(1)
At
the
option
of
the
corporation,
the
shareholder,
or
5
another
person
or
upon
the
occurrence
of
a
specified
event.
6
(2)
For
cash,
indebtedness,
securities,
or
other
property.
7
(3)
At
prices
and
in
amounts
specified
or
determined
in
8
accordance
with
a
formula.
9
c.
Entitle
the
holders
to
distributions
calculated
in
10
any
manner,
including
dividends
that
may
be
cumulative,
11
noncumulative,
or
partially
cumulative.
12
d.
Have
preference
over
any
other
class
or
series
of
shares
13
with
respect
to
distributions,
including
distributions
upon
the
14
dissolution
of
the
corporation.
15
4.
The
terms
of
shares
may
be
made
dependent
upon
facts
16
objectively
ascertainable
outside
the
articles
of
incorporation
17
in
accordance
with
section
490.120,
subsection
11.
18
5.
Any
of
the
terms
of
shares
may
vary
among
holders
of
the
19
same
class
or
series
so
long
as
such
variations
are
expressly
20
set
forth
in
the
articles
of
incorporation.
21
6.
The
description
of
the
preferences,
rights,
and
22
limitations
of
classes
or
series
of
shares
in
subsection
3
is
23
not
exhaustive.
24
Sec.
44.
Section
490.602,
Code
2020,
is
amended
by
striking
25
the
section
and
inserting
in
lieu
thereof
the
following:
26
490.602
Terms
of
class
or
series
determined
by
board
of
27
directors.
28
1.
If
the
articles
of
incorporation
so
provide,
the
board
29
of
directors
is
authorized,
without
shareholder
approval,
to
30
do
any
of
the
following:
31
a.
Classify
any
unissued
shares
into
one
or
more
classes
or
32
into
one
or
more
series
within
a
class.
33
b.
Reclassify
any
unissued
shares
of
any
class
into
one
34
or
more
classes
or
into
one
or
more
series
within
one
or
more
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classes.
1
c.
Reclassify
any
unissued
shares
of
any
series
of
any
class
2
into
one
or
more
classes
or
into
one
or
more
series
within
a
3
class.
4
2.
If
the
board
of
directors
acts
pursuant
to
subsection
5
1,
it
shall
determine
the
terms,
including
the
preferences,
6
rights,
and
limitations,
to
the
same
extent
permitted
under
7
section
490.601,
of
any
of
the
following:
8
a.
Any
class
of
shares
before
the
issuance
of
any
shares
of
9
that
class.
10
b.
Any
series
within
a
class
before
the
issuance
of
any
11
shares
of
that
series.
12
3.
Before
issuing
any
shares
of
a
class
or
series
created
13
under
this
section,
the
corporation
shall
deliver
to
the
14
secretary
of
state
for
filing
articles
of
amendment
setting
15
forth
the
terms
determined
under
subsection
1.
16
Sec.
45.
Section
490.603,
Code
2020,
is
amended
by
striking
17
the
section
and
inserting
in
lieu
thereof
the
following:
18
490.603
Issued
and
outstanding
shares.
19
1.
A
corporation
may
issue
the
number
of
shares
of
each
20
class
or
series
authorized
by
the
articles
of
incorporation.
21
Shares
that
are
issued
are
outstanding
shares
until
they
are
22
reacquired,
redeemed,
converted,
or
canceled.
23
2.
The
reacquisition,
redemption,
or
conversion
of
24
outstanding
shares
is
subject
to
the
limitations
of
subsection
25
3
and
to
section
490.640.
26
3.
At
all
times
that
shares
of
the
corporation
are
27
outstanding,
one
or
more
shares
that
together
have
full
voting
28
rights
and
one
or
more
shares
that
together
are
entitled
to
29
receive
the
net
assets
of
the
corporation
upon
dissolution
must
30
be
outstanding.
31
Sec.
46.
Section
490.604,
Code
2020,
is
amended
by
striking
32
the
section
and
inserting
in
lieu
thereof
the
following:
33
490.604
Fractional
shares.
34
1.
A
corporation
may
issue
fractions
of
a
share
or
in
lieu
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of
doing
so
may
do
any
of
the
following:
1
a.
Pay
in
cash
the
value
of
fractions
of
a
share.
2
b.
Issue
scrip
in
registered
or
bearer
form
entitling
the
3
holder
to
receive
a
full
share
upon
surrendering
enough
scrip
4
to
equal
a
full
share.
5
c.
Arrange
for
disposition
of
fractional
shares
by
the
6
holders
of
such
shares.
7
2.
Each
certificate
representing
scrip
must
be
8
conspicuously
labeled
“scrip”
and
must
contain
the
information
9
required
by
section
490.625,
subsection
2.
10
3.
The
holder
of
a
fractional
share
is
entitled
to
exercise
11
the
rights
of
a
shareholder,
including
the
rights
to
vote,
12
to
receive
dividends,
and
to
receive
distributions
upon
13
dissolution.
The
holder
of
scrip
is
not
entitled
to
any
of
14
these
rights
unless
the
scrip
provides
for
them.
15
4.
The
board
of
directors
may
authorize
the
issuance
of
16
scrip
subject
to
any
condition,
including
any
of
the
following:
17
a.
That
the
scrip
will
become
void
if
not
exchanged
for
full
18
shares
before
a
specified
date.
19
b.
That
the
shares
for
which
the
scrip
is
exchangeable
may
20
be
sold
and
the
proceeds
paid
to
the
scripholders.
21
Sec.
47.
Section
490.620,
Code
2020,
is
amended
by
striking
22
the
section
and
inserting
in
lieu
thereof
the
following:
23
490.620
Subscription
for
shares
before
incorporation.
24
1.
A
subscription
for
shares
entered
into
before
25
incorporation
is
irrevocable
for
six
months
unless
the
26
subscription
agreement
provides
a
longer
or
shorter
period
or
27
all
the
subscribers
agree
to
revocation.
28
2.
The
board
of
directors
may
determine
the
payment
terms
29
of
subscriptions
for
shares
that
were
entered
into
before
30
incorporation,
unless
the
subscription
agreement
specifies
31
them.
A
call
for
payment
by
the
board
of
directors
must
be
32
uniform
so
far
as
practicable
as
to
all
shares
of
the
same
33
class
or
series,
unless
the
subscription
agreement
specifies
34
otherwise.
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3.
Shares
issued
pursuant
to
subscriptions
entered
into
1
before
incorporation
are
fully
paid
and
nonassessable
when
2
the
corporation
receives
the
consideration
specified
in
the
3
subscription
agreement.
4
4.
If
a
subscriber
defaults
in
payment
of
cash
or
5
property
under
a
subscription
agreement
entered
into
before
6
incorporation,
the
corporation
may
collect
the
amount
owed
7
as
any
other
debt.
Alternatively,
unless
the
subscription
8
agreement
provides
otherwise,
the
corporation
may
rescind
the
9
agreement
and
may
sell
the
shares
if
the
debt
remains
unpaid
10
for
more
than
twenty
days
after
the
corporation
delivers
a
11
written
demand
for
payment
to
the
subscriber.
12
5.
A
subscription
agreement
entered
into
after
13
incorporation
is
a
contract
between
the
subscriber
and
the
14
corporation
subject
to
section
490.621.
15
Sec.
48.
Section
490.621,
Code
2020,
is
amended
by
striking
16
the
section
and
inserting
in
lieu
thereof
the
following:
17
490.621
Issuance
of
shares.
18
1.
The
powers
granted
in
this
section
to
the
board
of
19
directors
may
be
reserved
to
the
shareholders
by
the
articles
20
of
incorporation.
21
2.
The
board
of
directors
may
authorize
shares
to
be
issued
22
for
consideration
consisting
of
any
tangible
or
intangible
23
property
or
benefit
to
the
corporation,
including
cash,
24
promissory
notes,
services
performed,
contracts
for
services
to
25
be
performed,
or
other
securities
of
the
corporation.
26
3.
Before
the
corporation
issues
shares,
the
board
of
27
directors
shall
determine
that
the
consideration
received
or
28
to
be
received
for
shares
to
be
issued
is
adequate.
That
29
determination
by
the
board
of
directors
is
conclusive
insofar
30
as
the
adequacy
of
consideration
for
the
issuance
of
shares
31
relates
to
whether
the
shares
are
validly
issued,
fully
paid,
32
and
nonassessable.
33
4.
When
the
corporation
receives
the
consideration
for
34
which
the
board
of
directors
authorized
the
issuance
of
shares,
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the
shares
issued
therefor
are
fully
paid
and
nonassessable.
1
5.
The
corporation
may
place
in
escrow
shares
issued
for
2
a
contract
for
future
services
or
benefits
or
a
promissory
3
note,
or
make
other
arrangements
to
restrict
the
transfer
of
4
the
shares,
and
may
credit
distributions
in
respect
of
the
5
shares
against
their
purchase
price,
until
the
services
are
6
performed,
the
benefits
are
received,
or
the
note
is
paid.
If
7
the
services
are
not
performed,
the
benefits
are
not
received,
8
or
the
note
is
not
paid,
the
shares
escrowed
or
restricted
and
9
the
distributions
credited
may
be
canceled
in
whole
or
part.
10
6.
a.
An
issuance
of
shares
or
other
securities
convertible
11
into
or
rights
exercisable
for
shares
in
a
transaction
or
12
a
series
of
integrated
transactions
requires
approval
of
13
the
shareholders,
at
a
meeting
at
which
a
quorum
consisting
14
of
a
majority,
or
such
greater
number
as
the
articles
of
15
incorporation
may
prescribe,
of
the
votes
entitled
to
be
cast
16
on
the
matter
exists,
if
all
of
the
following
conditions
are
17
satisfied:
18
(1)
The
shares,
other
securities,
or
rights
are
to
be
issued
19
for
consideration
other
than
cash
or
cash
equivalents.
20
(2)
The
voting
power
of
shares
that
are
issued
and
issuable
21
as
a
result
of
the
transaction
or
series
of
integrated
22
transactions
will
comprise
more
than
twenty
percent
of
the
23
voting
power
of
the
shares
of
the
corporation
that
were
24
outstanding
immediately
before
the
transaction.
25
b.
For
purposes
of
this
subsection,
the
following
shall
26
apply:
27
(1)
For
purposes
of
determining
the
voting
power
of
shares
28
issued
and
issuable
as
a
result
of
a
transaction
or
series
of
29
integrated
transactions,
the
voting
power
of
shares
or
other
30
securities
convertible
into
or
rights
exercisable
for
shares
31
shall
be
the
greater
of
the
following:
32
(a)
The
voting
power
of
the
shares
to
be
issued.
33
(b)
The
voting
power
of
the
shares
that
would
be
outstanding
34
after
giving
effect
to
the
conversion
of
convertible
shares
and
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other
securities
and
the
exercise
of
rights
to
be
issued.
1
(2)
A
series
of
transactions
is
integrated
only
if
2
consummation
of
one
transaction
is
made
contingent
on
3
consummation
of
one
or
more
of
the
other
transactions.
4
Sec.
49.
Section
490.622,
Code
2020,
is
amended
by
striking
5
the
section
and
inserting
in
lieu
thereof
the
following:
6
490.622
Liability
of
shareholders.
7
1.
A
purchaser
from
a
corporation
of
the
corporation’s
own
8
shares
is
not
liable
to
the
corporation
or
its
creditors
with
9
respect
to
the
shares
except
to
pay
the
consideration
for
which
10
the
shares
were
authorized
to
be
issued
or
specified
in
the
11
subscription
agreement.
12
2.
A
shareholder
of
a
corporation
is
not
personally
liable
13
for
any
liabilities
of
the
corporation,
including
liabilities
14
arising
from
acts
of
the
corporation,
subject
to
the
following
15
exceptions:
16
a.
To
the
extent
provided
in
a
provision
of
the
articles
17
of
incorporation
permitted
by
section
490.202,
subsection
2,
18
paragraph
“b”
,
subparagraph
(5).
19
b.
A
shareholder
may
become
personally
liable
by
reason
of
20
the
shareholder’s
own
acts
or
conduct.
21
Sec.
50.
Section
490.623,
Code
2020,
is
amended
by
striking
22
the
section
and
inserting
in
lieu
thereof
the
following:
23
490.623
Share
dividends.
24
1.
Unless
the
articles
of
incorporation
provide
otherwise,
25
shares
may
be
issued
pro
rata
and
without
consideration
to
the
26
corporation’s
shareholders
or
to
the
shareholders
of
one
or
27
more
classes
or
series
of
shares.
An
issuance
of
shares
under
28
this
subsection
is
a
share
dividend.
29
2.
Shares
of
one
class
or
series
shall
not
be
issued
as
a
30
share
dividend
in
respect
of
shares
of
another
class
or
series
31
unless
one
or
more
of
the
following
conditions
are
met:
32
a.
The
articles
of
incorporation
so
authorize.
33
b.
A
majority
of
the
votes
entitled
to
be
cast
by
the
class
34
or
series
to
be
issued
approve
the
issue.
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c.
There
are
no
outstanding
shares
of
the
class
or
series
1
to
be
issued.
2
3.
The
board
of
directors
may
fix
the
record
date
for
3
determining
shareholders
entitled
to
a
share
dividend,
which
4
date
shall
not
be
retroactive.
If
the
board
of
directors
does
5
not
fix
the
record
date
for
determining
shareholders
entitled
6
to
a
share
dividend,
the
record
date
is
the
date
the
board
of
7
directors
authorizes
the
share
dividend.
8
Sec.
51.
Section
490.624,
Code
2020,
is
amended
by
striking
9
the
section
and
inserting
in
lieu
thereof
the
following:
10
490.624
Share
rights,
options,
warrants,
and
awards.
11
1.
A
corporation
may
issue
rights,
options,
or
warrants
for
12
the
purchase
of
shares
or
other
securities
of
the
corporation.
13
The
board
of
directors
shall
determine
the
terms
and
conditions
14
upon
which
the
rights,
options,
or
warrants
are
issued
and
the
15
terms,
including
the
consideration
for
which
the
shares
or
16
other
securities
are
to
be
issued.
The
authorization
by
the
17
board
of
directors
for
the
corporation
to
issue
such
rights,
18
options,
or
warrants
constitutes
authorization
of
the
issuance
19
of
the
shares
or
other
securities
for
which
the
rights,
20
options,
or
warrants
are
exercisable.
21
2.
The
terms
and
conditions
of
such
rights,
options,
or
22
warrants
may
include
restrictions
or
conditions
that
do
any
of
23
the
following:
24
a.
Preclude
or
limit
the
exercise,
transfer,
or
receipt
25
of
such
rights,
options,
or
warrants
by
any
person
or
26
persons
owning
or
offering
to
acquire
a
specified
number
or
27
percentage
of
the
outstanding
shares
or
other
securities
of
the
28
corporation
or
by
any
transferee
or
transferees
of
any
such
29
person
or
persons.
30
b.
Invalidate
or
void
such
rights,
options,
or
warrants
31
held
by
any
such
person
or
persons
or
any
such
transferee
or
32
transferees.
33
3.
The
board
of
directors
may
authorize
one
or
more
officers
34
to
do
any
of
the
following:
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a.
Designate
the
recipients
of
rights,
options,
warrants,
1
or
other
equity
compensation
awards
that
involve
the
issuance
2
of
shares.
3
b.
Determine,
within
an
amount
and
subject
to
any
other
4
limitations
established
by
the
board
of
directors
and,
if
5
applicable,
the
shareholders,
the
number
of
such
rights,
6
options,
warrants,
or
other
equity
compensation
awards
and
7
the
terms
of
such
rights,
options,
warrants,
or
awards
to
be
8
received
by
the
recipients,
provided
that
an
officer
shall
9
not
use
such
authority
to
designate
the
officer
or
any
other
10
persons
as
the
board
of
directors
may
specify
as
a
recipient
of
11
such
rights,
options,
warrants,
or
other
equity
compensation
12
awards.
13
Sec.
52.
Section
490.625,
Code
2020,
is
amended
by
striking
14
the
section
and
inserting
in
lieu
thereof
the
following:
15
490.625
Form
and
content
of
certificates.
16
1.
Shares
may,
but
need
not,
be
represented
by
certificates.
17
Unless
this
chapter
or
another
statute
expressly
provides
18
otherwise,
the
rights
and
obligations
of
shareholders
are
19
identical
regardless
of
whether
their
shares
are
represented
by
20
certificates.
21
2.
At
a
minimum,
each
share
certificate
must
state
on
its
22
face
all
of
the
following:
23
a.
The
name
of
the
corporation
and
that
it
is
organized
24
under
the
law
of
this
state.
25
b.
The
name
of
the
person
to
whom
issued.
26
c.
The
number
and
class
of
shares
and
the
designation
of
the
27
series,
if
any,
the
certificate
represents.
28
3.
a.
If
the
corporation
is
authorized
to
issue
different
29
classes
of
shares
or
series
of
shares
within
a
class,
the
30
front
or
back
of
each
certificate
must
summarize
all
of
the
31
following:
32
(1)
The
preferences,
rights,
and
limitations
applicable
to
33
each
class
and
series.
34
(2)
Any
variations
in
preferences,
rights,
and
limitations
35
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among
the
holders
of
the
same
class
or
series.
1
(3)
The
authority
of
the
board
of
directors
to
determine
the
2
terms
of
future
classes
or
series.
3
b.
Alternatively,
each
certificate
may
state
conspicuously
4
on
its
front
or
back
that
the
corporation
will
furnish
the
5
shareholder
this
information
on
request
in
writing
and
without
6
charge.
7
4.
Each
share
certificate
must
be
signed
by
two
officers
8
designated
in
the
bylaws.
9
5.
If
the
person
who
signed
a
share
certificate
no
longer
10
holds
office
when
the
certificate
is
issued,
the
certificate
11
is
nevertheless
valid.
12
Sec.
53.
Section
490.626,
Code
2020,
is
amended
by
striking
13
the
section
and
inserting
in
lieu
thereof
the
following:
14
490.626
Shares
without
certificates.
15
1.
Unless
the
articles
of
incorporation
or
bylaws
provide
16
otherwise,
the
board
of
directors
of
a
corporation
may
17
authorize
the
issuance
of
some
or
all
of
the
shares
of
any
18
or
all
of
its
classes
or
series
without
certificates.
The
19
authorization
does
not
affect
shares
already
represented
by
20
certificates
until
they
are
surrendered
to
the
corporation.
21
2.
Within
a
reasonable
time
after
the
issuance
or
transfer
22
of
shares
without
certificates,
the
corporation
shall
deliver
23
to
the
shareholder
a
written
statement
of
the
information
24
required
on
certificates
by
section
490.625,
subsections
2
and
25
3,
and,
if
applicable,
section
490.627.
26
Sec.
54.
Section
490.627,
Code
2020,
is
amended
by
striking
27
the
section
and
inserting
in
lieu
thereof
the
following:
28
490.627
Restriction
on
transfer
of
shares.
29
1.
The
articles
of
incorporation,
the
bylaws,
an
agreement
30
among
shareholders,
or
an
agreement
between
shareholders
31
and
the
corporation
may
impose
restrictions
on
the
transfer
32
or
registration
of
transfer
of
shares
of
the
corporation.
33
A
restriction
does
not
affect
shares
issued
before
the
34
restriction
was
adopted
unless
the
holders
of
the
shares
are
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parties
to
the
restriction
agreement
or
voted
in
favor
of
the
1
restriction.
2
2.
A
restriction
on
the
transfer
or
registration
of
transfer
3
of
shares
is
valid
and
enforceable
against
the
holder
or
a
4
transferee
of
the
holder
if
the
restriction
is
authorized
5
by
this
section
and
its
existence
is
noted
conspicuously
6
on
the
front
or
back
of
the
certificate
or
is
contained
7
in
the
information
statement
required
by
section
490.626,
8
subsection
2.
Unless
so
noted,
or
contained,
a
restriction
9
is
not
enforceable
against
a
person
without
knowledge
of
the
10
restriction.
11
3.
A
restriction
on
the
transfer
or
registration
of
transfer
12
of
shares
is
authorized
for
any
of
the
following
purposes:
13
a.
To
maintain
the
corporation’s
status
when
it
is
dependent
14
on
the
number
or
identity
of
its
shareholders.
15
b.
To
preserve
exemptions
under
federal
or
state
securities
16
law.
17
c.
For
any
other
reasonable
purpose.
18
4.
A
restriction
on
the
transfer
or
registration
of
transfer
19
of
shares
may
do
any
of
the
following:
20
a.
Obligate
the
shareholder
first
to
offer
the
corporation
21
or
other
persons,
separately,
consecutively,
or
simultaneously,
22
an
opportunity
to
acquire
the
restricted
shares.
23
b.
Obligate
the
corporation
or
other
persons,
separately,
24
consecutively,
or
simultaneously,
to
acquire
the
restricted
25
shares.
26
c.
Require
the
corporation,
the
holders
of
any
class
or
27
series
of
its
shares,
or
other
persons
to
approve
the
transfer
28
of
the
restricted
shares,
if
the
requirement
is
not
manifestly
29
unreasonable.
30
d.
Prohibit
the
transfer
of
the
restricted
shares
to
31
designated
persons
or
classes
of
persons,
if
the
prohibition
32
is
not
manifestly
unreasonable.
33
5.
As
used
in
this
section,
“shares”
includes
a
security
34
convertible
into
or
carrying
a
right
to
subscribe
for
or
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acquire
shares.
1
Sec.
55.
Section
490.630,
Code
2020,
is
amended
by
striking
2
the
section
and
inserting
in
lieu
thereof
the
following:
3
490.630
Shareholders’
preemptive
rights.
4
1.
The
shareholders
of
a
corporation
do
not
have
a
5
preemptive
right
to
acquire
the
corporation’s
unissued
shares
6
except
to
the
extent
the
articles
of
incorporation
so
provide.
7
2.
A
statement
included
in
the
articles
of
incorporation
8
that
“the
corporation
elects
to
have
preemptive
rights”,
or
9
words
of
similar
effect,
means
that
the
following
principles
10
apply
except
to
the
extent
the
articles
of
incorporation
11
expressly
provide
otherwise:
12
a.
The
shareholders
of
the
corporation
have
a
preemptive
13
right,
granted
on
uniform
terms
and
conditions
prescribed
14
by
the
board
of
directors
to
provide
a
fair
and
reasonable
15
opportunity
to
exercise
the
right,
to
acquire
proportional
16
amounts
of
the
corporation’s
unissued
shares
upon
the
decision
17
of
the
board
of
directors
to
issue
them.
18
b.
A
preemptive
right
may
be
waived
by
a
shareholder.
A
19
waiver
evidenced
by
a
writing
is
irrevocable
even
though
it
is
20
not
supported
by
consideration.
21
c.
There
is
no
preemptive
right
with
respect
to
any
of
the
22
following:
23
(1)
Shares
issued
as
compensation
to
directors,
officers,
24
employees,
or
agents
of
the
corporation,
its
subsidiaries,
or
25
its
affiliates.
26
(2)
Shares
issued
to
satisfy
conversion
or
option
rights
27
created
to
provide
compensation
to
directors,
officers,
28
employees,
or
agents
of
the
corporation,
its
subsidiaries,
or
29
its
affiliates.
30
(3)
Shares
authorized
in
the
articles
of
incorporation
31
that
are
issued
within
six
months
from
the
effective
date
of
32
incorporation.
33
(4)
Shares
sold
otherwise
than
for
cash.
34
d.
Holders
of
shares
of
any
class
or
series
without
voting
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power
but
with
preferential
rights
to
distributions
have
no
1
preemptive
rights
with
respect
to
shares
of
any
class
or
2
series.
3
e.
Holders
of
shares
of
any
class
or
series
with
voting
4
power
but
without
preferential
rights
to
distributions
have
no
5
preemptive
rights
with
respect
to
shares
of
any
class
or
series
6
with
preferential
rights
to
distributions
unless
the
shares
7
with
preferential
rights
are
convertible
into
or
carry
a
right
8
to
subscribe
for
or
acquire
the
shares
without
preferential
9
rights.
10
f.
Shares
subject
to
preemptive
rights
that
are
not
acquired
11
by
shareholders
may
be
issued
to
any
person
for
a
period
of
one
12
year
after
being
offered
to
shareholders
at
a
consideration
13
set
by
the
board
of
directors
that
is
not
lower
than
the
14
consideration
set
for
the
exercise
of
preemptive
rights.
An
15
offer
at
a
lower
consideration
or
after
the
expiration
of
one
16
year
is
subject
to
the
shareholders’
preemptive
rights.
17
3.
As
used
in
this
section,
“shares”
includes
a
security
18
convertible
into
or
carrying
a
right
to
subscribe
for
or
19
acquire
shares.
20
Sec.
56.
Section
490.640,
Code
2020,
is
amended
by
striking
21
the
section
and
inserting
in
lieu
thereof
the
following:
22
490.640
Distribution
to
shareholders.
23
1.
A
board
of
directors
may
authorize
and
the
corporation
24
may
make
distributions
to
its
shareholders
subject
to
25
restriction
by
the
articles
of
incorporation
and
the
limitation
26
in
subsection
3.
27
2.
The
board
of
directors
may
fix
the
record
date
for
28
determining
shareholders
entitled
to
a
distribution,
which
29
date
shall
not
be
retroactive.
If
the
board
of
directors
does
30
not
fix
a
record
date
for
determining
shareholders
entitled
31
to
a
distribution,
other
than
one
involving
a
purchase,
32
redemption,
or
other
acquisition
of
the
corporation’s
shares,
33
the
record
date
is
the
date
the
board
of
directors
authorizes
34
the
distribution.
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3.
A
distribution
shall
not
be
made
if,
after
giving
it
1
effect,
any
of
the
following
would
result:
2
a.
The
corporation
would
not
be
able
to
pay
its
debts
as
3
they
become
due
in
the
usual
course
of
business.
4
b.
The
corporation’s
total
assets
would
be
less
than
5
the
sum
of
its
total
liabilities
plus,
unless
the
articles
6
of
incorporation
permit
otherwise,
the
amount
that
would
be
7
needed,
if
the
corporation
were
to
be
dissolved
at
the
time
8
of
the
distribution,
to
satisfy
the
preferential
rights
upon
9
dissolution
of
shareholders
whose
preferential
rights
are
10
superior
to
those
receiving
the
distribution.
11
4.
The
board
of
directors
may
base
a
determination
12
that
a
distribution
is
not
prohibited
under
subsection
3
13
either
on
financial
statements
prepared
on
the
basis
of
14
accounting
practices
and
principles
that
are
reasonable
in
the
15
circumstances
or
on
a
fair
valuation
or
other
method
that
is
16
reasonable
in
the
circumstances.
17
5.
Except
as
provided
in
subsection
7,
the
effect
of
a
18
distribution
under
subsection
3
is
measured
as
follows:
19
a.
In
the
case
of
distribution
by
purchase,
redemption,
20
or
other
acquisition
of
the
corporation’s
shares,
as
of
the
21
earlier
of
the
following:
22
(1)
The
date
cash
or
other
property
is
transferred
or
debt
23
to
a
shareholder
is
incurred
by
the
corporation.
24
(2)
The
date
the
shareholder
ceases
to
be
a
shareholder
with
25
respect
to
the
acquired
shares.
26
b.
In
the
case
of
any
other
distribution
of
indebtedness,
as
27
of
the
date
the
indebtedness
is
distributed.
28
c.
In
all
other
cases,
as
of
the
following:
29
(1)
The
date
the
distribution
is
authorized
if
the
payment
30
occurs
within
one
hundred
twenty
days
after
the
date
of
31
authorization.
32
(2)
The
date
the
payment
is
made
if
it
occurs
more
than
one
33
hundred
twenty
days
after
the
date
of
authorization.
34
6.
A
corporation’s
indebtedness
to
a
shareholder
incurred
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by
reason
of
a
distribution
made
in
accordance
with
this
1
section
is
at
parity
with
the
corporation’s
indebtedness
to
its
2
general,
unsecured
creditors
except
to
the
extent
subordinated
3
by
agreement.
4
7.
Indebtedness
of
a
corporation,
including
indebtedness
5
issued
as
a
distribution,
is
not
considered
a
liability
for
6
purposes
of
determinations
under
subsection
3
if
its
terms
7
provide
that
payment
of
principal
and
interest
are
made
8
only
if
and
to
the
extent
that
payment
of
a
distribution
to
9
shareholders
could
then
be
made
under
this
section.
If
such
10
indebtedness
is
issued
as
a
distribution,
each
payment
of
11
principal
or
interest
is
treated
as
a
distribution,
the
effect
12
of
which
is
measured
on
the
date
the
payment
is
actually
made.
13
8.
This
section
shall
not
apply
to
distributions
in
14
liquidation
under
subchapter
XIV.
15
Sec.
57.
Section
490.701,
Code
2020,
is
amended
by
striking
16
the
section
and
inserting
in
lieu
thereof
the
following:
17
490.701
Annual
meeting.
18
1.
Unless
directors
are
elected
by
written
consent
in
19
lieu
of
an
annual
meeting
as
permitted
by
section
490.704,
a
20
corporation
shall
hold
a
meeting
of
shareholders
annually,
at
a
21
time
stated
in
or
fixed
in
accordance
with
the
bylaws,
at
which
22
directors
shall
be
elected.
23
2.
Unless
the
board
of
directors
determines
to
hold
the
24
meeting
solely
by
means
of
remote
communication
in
accordance
25
with
section
490.709,
subsection
3,
annual
meetings
may
be
held
26
as
follows:
27
a.
In
or
out
of
this
state
at
the
place
stated
in
or
fixed
28
in
accordance
with
the
bylaws.
29
b.
If
no
place
is
stated
in
or
fixed
in
accordance
with
the
30
bylaws,
at
the
corporation’s
principal
office.
31
3.
The
failure
to
hold
an
annual
meeting
at
the
time
stated
32
in
or
fixed
in
accordance
with
a
corporation’s
bylaws
does
not
33
affect
the
validity
of
any
corporate
action.
34
Sec.
58.
Section
490.702,
Code
2020,
is
amended
by
striking
35
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2339
the
section
and
inserting
in
lieu
thereof
the
following:
1
490.702
Special
meeting.
2
1.
Except
as
provided
in
subsection
5,
a
corporation
shall
3
hold
a
special
meeting
of
shareholders
upon
the
occurrence
of
4
any
of
the
following:
5
a.
On
call
of
its
board
of
directors
or
the
person
or
6
persons
authorized
to
do
so
by
the
articles
of
incorporation
7
or
bylaws.
8
b.
If
the
shareholders
holding
at
least
ten
percent
of
9
all
the
votes
entitled
to
be
cast
on
an
issue
proposed
to
be
10
considered
at
the
proposed
special
meeting
sign,
date,
and
11
deliver
to
the
corporation
one
or
more
written
demands
for
the
12
meeting
describing
the
purpose
or
purposes
for
which
it
is
13
to
be
held,
provided
that
the
articles
of
incorporation
may
14
fix
a
lower
percentage
or
a
higher
percentage
not
exceeding
15
twenty-five
percent
of
all
the
votes
entitled
to
be
cast
on
any
16
issue
proposed
to
be
considered.
Unless
otherwise
provided
in
17
the
articles
of
incorporation,
a
written
demand
for
a
special
18
meeting
may
be
revoked
by
a
writing
to
that
effect
received
19
by
the
corporation
before
the
receipt
by
the
corporation
of
20
demands
sufficient
in
number
to
require
the
holding
of
a
21
special
meeting.
22
2.
If
not
otherwise
fixed
under
section
490.703
or
490.707,
23
the
record
date
for
determining
shareholders
entitled
to
24
demand
a
special
meeting
shall
be
the
first
date
on
which
a
25
signed
shareholder
demand
is
delivered
to
the
corporation.
No
26
written
demand
for
a
special
meeting
shall
be
effective
unless,
27
within
sixty
days
of
the
earliest
date
on
which
such
a
demand
28
delivered
to
the
corporation
as
required
by
this
section
was
29
signed,
written
demands
signed
by
shareholders
holding
at
least
30
the
percentage
of
votes
specified
in
or
fixed
in
accordance
31
with
subsection
1,
paragraph
“b”
,
have
been
delivered
to
the
32
corporation.
33
3.
Unless
the
board
of
directors
determines
to
hold
the
34
meeting
solely
by
remote
participation
in
accordance
with
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section
490.709,
subsection
3,
special
meetings
of
shareholders
1
may
be
held
as
follows:
2
a.
In
or
out
of
this
state
at
the
place
stated
in
or
fixed
3
in
accordance
with
the
bylaws.
4
b.
If
no
place
is
so
stated
in
or
fixed
in
accordance
with
5
the
bylaws,
at
the
corporation’s
principal
office.
6
4.
Only
business
within
the
purpose
or
purposes
described
in
7
the
meeting
notice
required
by
section
490.705,
subsection
3,
8
may
be
conducted
at
a
special
meeting
of
shareholders.
9
5.
Notwithstanding
subsections
1
through
4,
a
corporation
10
that
has
a
class
of
equity
securities
registered
pursuant
to
11
section
12
of
the
federal
Securities
Exchange
Act
of
1934
is
12
required
to
hold
a
special
meeting
only
upon
the
occurrence
of
13
any
of
the
following:
14
a.
On
call
of
its
board
of
directors
or
the
person
or
15
persons
authorized
to
call
a
special
meeting
by
the
articles
of
16
incorporation
or
bylaws.
17
b.
If
the
holders
of
at
least
fifty
percent
of
all
the
votes
18
entitled
to
be
cast
on
any
issue
proposed
to
be
considered
at
19
the
proposed
special
meeting
sign,
date,
and
deliver
to
the
20
corporation’s
secretary
one
or
more
written
demands
for
the
21
meeting
describing
the
purpose
or
purposes
for
which
it
is
to
22
be
held.
23
Sec.
59.
Section
490.703,
Code
2020,
is
amended
by
striking
24
the
section
and
inserting
in
lieu
thereof
the
following:
25
490.703
Court-ordered
meeting.
26
1.
The
district
court
of
the
county
where
a
corporation’s
27
principal
office,
or,
if
none
in
this
state,
its
registered
28
office,
is
located
may
summarily
order
a
meeting
to
be
held
29
pursuant
to
any
of
the
following:
30
a.
On
application
of
any
shareholder
of
the
corporation
if
31
an
annual
meeting
was
not
held
or
action
by
written
consent
in
32
lieu
of
an
annual
meeting
did
not
become
effective
within
the
33
earlier
of
six
months
after
the
end
of
the
corporation’s
fiscal
34
year
or
fifteen
months
after
its
last
annual
meeting.
35
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b.
On
application
of
one
or
more
shareholders
who
signed
a
1
demand
for
a
special
meeting
valid
under
section
490.702
if
any
2
of
the
following
applies:
3
(1)
Notice
of
the
special
meeting
was
not
given
within
4
thirty
days
after
the
first
day
on
which
the
requisite
number
5
of
such
demands
have
been
delivered
to
the
corporation.
6
(2)
The
special
meeting
was
not
held
in
accordance
with
the
7
notice.
8
2.
The
court
may
fix
the
time
and
place
of
the
meeting,
9
determine
the
shares
entitled
to
participate
in
the
meeting,
10
specify
a
record
date
or
dates
for
determining
shareholders
11
entitled
to
notice
of
and
to
vote
at
the
meeting,
prescribe
the
12
form
and
content
of
the
meeting
notice,
fix
the
quorum
required
13
for
specific
matters
to
be
considered
at
the
meeting,
or
direct
14
that
the
shares
represented
at
the
meeting
constitute
a
quorum
15
for
action
on
those
matters,
and
enter
other
orders
necessary
16
to
accomplish
the
purpose
or
purposes
of
the
meeting.
17
3.
For
purposes
of
subsection
1,
paragraph
“a”
,
18
“
shareholder”
means
a
record
shareholder,
a
beneficial
19
shareholder,
and
an
unrestricted
voting
trust
beneficial
owner.
20
Sec.
60.
Section
490.704,
Code
2020,
is
amended
by
striking
21
the
section
and
inserting
in
lieu
thereof
the
following:
22
490.704
Action
without
meeting.
23
1.
Unless
otherwise
provided
in
the
articles
of
24
incorporation,
any
action
required
or
permitted
by
this
chapter
25
to
be
taken
at
a
shareholders’
meeting
may
be
taken
without
26
a
meeting
or
vote,
and,
except
as
provided
in
subsection
5,
27
without
prior
notice,
if
one
or
more
written
consents
bearing
28
the
date
of
signature
and
describing
the
action
taken
are
29
signed
by
the
holders
of
outstanding
shares
having
not
less
30
than
ninety
percent
of
the
votes
entitled
to
be
cast
at
a
31
meeting
at
which
all
shares
entitled
to
vote
on
the
action
were
32
present
and
voted,
and
are
delivered
to
the
corporation
for
33
inclusion
in
the
minutes
or
filing
with
the
corporate
records.
34
2.
Except
in
the
case
of
a
corporation
that
has
a
class
35
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of
equity
securities
registered
pursuant
to
section
12
of
1
the
federal
Securities
Exchange
Act
of
1934,
the
articles
of
2
incorporation
may
provide
that
any
action
required
or
permitted
3
by
this
chapter
to
be
taken
at
a
shareholders’
meeting
may
be
4
taken
without
a
meeting,
and
without
prior
notice,
if
consents
5
in
writing
setting
forth
the
action
so
taken
are
signed
by
6
the
holders
of
outstanding
shares
having
not
less
than
the
7
minimum
number
of
votes
that
would
be
required
to
authorize
8
or
take
the
action
at
a
meeting
at
which
all
shares
entitled
9
to
vote
on
the
action
were
present
and
voted.
However,
if
a
10
corporation’s
articles
of
incorporation
authorize
shareholders
11
to
cumulate
their
votes
when
electing
directors
pursuant
to
12
section
490.728,
directors
shall
not
be
elected
by
less
than
13
unanimous
written
consent.
A
written
consent
must
bear
the
14
date
of
signature
of
the
shareholder
who
signs
the
consent
and
15
be
delivered
to
the
corporation
for
filing
by
the
corporation
16
with
the
minutes
or
corporate
records.
17
3.
If
not
otherwise
fixed
under
section
490.707
and
if
prior
18
action
by
the
board
of
directors
is
not
required
respecting
19
the
action
to
be
taken
without
a
meeting,
the
record
date
for
20
determining
the
shareholders
entitled
to
take
action
without
21
a
meeting
shall
be
the
first
date
on
which
a
signed
written
22
consent
is
delivered
to
the
corporation.
If
not
otherwise
23
fixed
under
section
490.707,
and
if
prior
action
by
the
board
24
of
directors
is
required
respecting
the
action
to
be
taken
25
without
a
meeting,
the
record
date
shall
be
the
close
of
26
business
on
the
day
the
resolution
of
the
board
of
directors
27
taking
such
prior
action
is
adopted.
No
written
consent
28
shall
be
effective
to
take
the
corporate
action
referred
to
29
therein
unless,
within
sixty
days
of
the
earliest
date
on
30
which
a
consent
delivered
to
the
corporation
as
required
by
31
this
section
was
signed,
written
consents
signed
by
sufficient
32
shareholders
to
take
the
action
have
been
delivered
to
the
33
corporation.
A
written
consent
may
be
revoked
by
a
writing
34
to
that
effect
delivered
to
the
corporation
before
unrevoked
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written
consents
sufficient
in
number
to
take
the
corporate
1
action
have
been
delivered
to
the
corporation.
2
4.
A
consent
signed
pursuant
to
the
provisions
of
this
3
section
has
the
effect
of
a
vote
taken
at
a
meeting
and
may
4
be
described
as
such
in
any
document.
Unless
the
articles
5
of
incorporation,
bylaws,
or
a
resolution
of
the
board
of
6
directors
provides
for
a
reasonable
delay
to
permit
tabulation
7
of
written
consents,
the
action
taken
by
written
consent
8
shall
be
effective
when
written
consents
signed
by
sufficient
9
shareholders
to
take
the
action
have
been
delivered
to
the
10
corporation.
11
5.
a.
If
this
chapter
requires
that
notice
of
a
proposed
12
action
be
given
to
nonvoting
shareholders
and
the
action
is
13
to
be
taken
by
written
consent
of
the
voting
shareholders,
14
the
corporation
shall
give
its
nonvoting
shareholders
written
15
notice
of
the
action
not
more
than
ten
days
after
any
of
the
16
following:
17
(1)
Written
consents
sufficient
to
take
the
action
have
been
18
delivered
to
the
corporation.
19
(2)
Such
later
date
that
tabulation
of
consents
is
completed
20
pursuant
to
an
authorization
under
subsection
4.
21
b.
The
notice
must
reasonably
describe
the
action
taken
and
22
contain
or
be
accompanied
by
the
same
material
that,
under
any
23
provision
of
this
chapter,
would
have
been
required
to
be
sent
24
to
nonvoting
shareholders
in
a
notice
of
a
meeting
at
which
the
25
proposed
action
would
have
been
submitted
to
the
shareholders
26
for
action.
27
6.
a.
If
action
is
taken
by
less
than
unanimous
written
28
consent
of
the
voting
shareholders,
the
corporation
shall
give
29
its
nonconsenting
voting
shareholders
written
notice
of
the
30
action
not
more
than
ten
days
after
any
of
the
following:
31
(1)
Written
consents
sufficient
to
take
the
action
have
been
32
delivered
to
the
corporation.
33
(2)
Such
later
date
that
tabulation
of
consents
is
completed
34
pursuant
to
an
authorization
under
subsection
4.
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b.
The
notice
must
reasonably
describe
the
action
taken
1
and
contain
or
be
accompanied
by
the
same
material
that,
under
2
any
provision
of
this
chapter,
would
have
been
required
to
be
3
sent
to
voting
shareholders
in
a
notice
of
a
meeting
at
which
4
the
action
would
have
been
submitted
to
the
shareholders
for
5
action.
6
7.
The
notice
requirements
in
subsections
5
and
6
shall
not
7
delay
the
effectiveness
of
actions
taken
by
written
consent,
8
and
a
failure
to
comply
with
such
notice
requirements
shall
9
not
invalidate
actions
taken
by
written
consent,
provided
that
10
this
subsection
shall
not
be
deemed
to
limit
judicial
power
11
to
fashion
any
appropriate
remedy
in
favor
of
a
shareholder
12
adversely
affected
by
a
failure
to
give
such
notice
within
the
13
required
time
period.
14
Sec.
61.
Section
490.705,
Code
2020,
is
amended
by
striking
15
the
section
and
inserting
in
lieu
thereof
the
following:
16
490.705
Notice
of
meeting.
17
1.
A
corporation
shall
notify
shareholders
of
the
date,
18
time,
and
place
of
each
annual
and
special
shareholders’
19
meeting
no
fewer
than
ten
nor
more
than
sixty
days
before
20
the
meeting
date.
If
the
board
of
directors
has
authorized
21
participation
by
means
of
remote
communication
pursuant
to
22
section
490.709
for
holders
of
any
class
or
series
of
shares,
23
the
notice
to
the
holders
of
such
class
or
series
of
shares
24
must
describe
the
means
of
remote
communication
to
be
used.
25
The
notice
must
include
the
record
date
for
determining
the
26
shareholders
entitled
to
vote
at
the
meeting,
if
such
date
is
27
different
from
the
record
date
for
determining
shareholders
28
entitled
to
notice
of
the
meeting.
Unless
this
chapter
or
the
29
articles
of
incorporation
require
otherwise,
the
corporation
30
is
required
to
give
notice
only
to
shareholders
entitled
to
31
vote
at
the
meeting
as
of
the
record
date
for
determining
the
32
shareholders
entitled
to
notice
of
the
meeting.
33
2.
Unless
this
chapter
or
the
articles
of
incorporation
34
require
otherwise,
the
notice
of
an
annual
meeting
of
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shareholders
need
not
include
a
description
of
the
purpose
or
1
purposes
for
which
the
meeting
is
called.
2
3.
Notice
of
a
special
meeting
of
shareholders
must
include
3
a
description
of
the
purpose
or
purposes
for
which
the
meeting
4
is
called.
5
4.
If
not
otherwise
fixed
under
section
490.703
or
490.707,
6
the
record
date
for
determining
shareholders
entitled
to
notice
7
of
and
to
vote
at
an
annual
or
special
shareholders’
meeting
is
8
the
day
before
the
first
notice
is
delivered
to
shareholders.
9
5.
Unless
the
bylaws
require
otherwise,
if
an
annual
or
10
special
shareholders’
meeting
is
adjourned
to
a
different
11
date,
time,
or
place,
if
any,
notice
need
not
be
given
of
the
12
new
date,
time,
or
place,
if
any,
if
the
new
date,
time,
or
13
place,
if
any,
is
announced
at
the
meeting
before
adjournment.
14
However,
if
a
new
record
date
for
the
adjourned
meeting
is
or
15
must
be
fixed
under
section
490.707,
notice
of
the
adjourned
16
meeting
shall
be
given
under
this
section
to
shareholders
17
entitled
to
vote
at
such
adjourned
meeting
as
of
the
record
18
date
fixed
for
notice
of
such
adjourned
meeting.
19
Sec.
62.
Section
490.706,
Code
2020,
is
amended
by
striking
20
the
section
and
inserting
in
lieu
thereof
the
following:
21
490.706
Waiver
of
notice.
22
1.
A
shareholder
may
waive
any
notice
required
by
this
23
chapter,
or
the
articles
of
incorporation
or
bylaws,
before
or
24
after
the
date
and
time
stated
in
the
notice.
The
waiver
must
25
be
in
writing,
be
signed
by
the
shareholder
entitled
to
the
26
notice,
and
be
delivered
to
the
corporation
for
filing
by
the
27
corporation
with
the
minutes
or
corporate
records.
28
2.
A
shareholder’s
attendance
at
a
meeting
does
all
of
the
29
following:
30
a.
Waives
objection
to
lack
of
notice
or
defective
notice
31
of
the
meeting,
unless
the
shareholder
at
the
beginning
of
the
32
meeting
objects
to
holding
the
meeting
or
transacting
business
33
at
the
meeting.
34
b.
Waives
objection
to
consideration
of
a
particular
matter
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at
the
meeting
that
is
not
within
the
purpose
or
purposes
1
described
in
the
meeting
notice,
unless
the
shareholder
objects
2
to
considering
the
matter
when
it
is
presented.
3
Sec.
63.
Section
490.707,
Code
2020,
is
amended
by
striking
4
the
section
and
inserting
in
lieu
thereof
the
following:
5
490.707
Record
date
for
meeting.
6
1.
The
bylaws
may
fix
or
provide
the
manner
of
fixing
the
7
record
date
or
dates
for
one
or
more
voting
groups
to
determine
8
the
shareholders
entitled
to
notice
of
a
shareholders’
meeting,
9
to
demand
a
special
meeting,
to
vote,
or
to
take
any
other
10
action.
If
the
bylaws
do
not
fix
or
provide
for
fixing
a
record
11
date,
the
board
of
directors
may
fix
the
record
date.
12
2.
A
record
date
fixed
under
this
section
shall
not
be
more
13
than
seventy
days
before
the
meeting
or
action
requiring
a
14
determination
of
shareholders
and
shall
not
be
retroactive.
15
3.
A
determination
of
shareholders
entitled
to
notice
of
16
or
to
vote
at
a
shareholders’
meeting
is
effective
for
any
17
adjournment
of
the
meeting
unless
the
board
of
directors
fixes
18
a
new
record
date
or
dates,
which
it
shall
do
if
the
meeting
is
19
adjourned
to
a
date
more
than
one
hundred
twenty
days
after
the
20
date
fixed
for
the
original
meeting.
21
4.
If
a
court
orders
a
meeting
adjourned
to
a
date
more
than
22
one
hundred
twenty
days
after
the
date
fixed
for
the
original
23
meeting,
it
may
provide
that
the
original
record
date
or
dates
24
continue
in
effect
or
it
may
fix
a
new
record
date
or
dates.
25
5.
The
record
date
or
dates
for
a
shareholders’
meeting
26
fixed
by
or
in
the
manner
provided
in
the
bylaws
or
by
the
27
board
of
directors
shall
be
the
record
date
for
determining
28
shareholders
entitled
both
to
notice
of
and
to
vote
at
29
the
shareholders’
meeting
unless,
in
the
case
of
a
record
30
date
fixed
by
the
board
of
directors
and
to
the
extent
not
31
prohibited
by
the
bylaws,
the
board,
at
the
time
it
fixes
the
32
record
date
for
shareholders
entitled
to
notice
of
the
meeting,
33
fixes
a
later
record
date
on
or
before
the
date
of
the
meeting
34
to
determine
the
shareholders
entitled
to
vote
at
the
meeting.
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Sec.
64.
Section
490.708,
Code
2020,
is
amended
by
striking
1
the
section
and
inserting
in
lieu
thereof
the
following:
2
490.708
Conduct
of
meeting.
3
1.
At
each
meeting
of
shareholders,
a
chair
shall
preside.
4
The
chair
shall
be
appointed
as
provided
in
the
bylaws
or,
in
5
the
absence
of
such
provision,
by
the
board
of
directors.
6
2.
The
chair,
unless
the
articles
of
incorporation
or
bylaws
7
provide
otherwise,
shall
determine
the
order
of
business
and
8
shall
have
the
authority
to
establish
rules
for
the
conduct
of
9
the
meeting.
10
3.
Any
rules
adopted
for,
and
the
conduct
of,
the
meeting
11
shall
be
fair
to
shareholders.
12
4.
The
chair
of
the
meeting
shall
announce
at
the
meeting
13
when
the
polls
close
for
each
matter
voted
upon.
If
no
14
announcement
is
made,
the
polls
shall
be
deemed
to
have
closed
15
upon
the
final
adjournment
of
the
meeting.
After
the
polls
16
close,
no
ballots,
proxies,
or
votes
nor
any
revocations
or
17
changes
to
such
ballots,
proxies,
or
votes
may
be
accepted.
18
Sec.
65.
Section
490.709,
Code
2020,
is
amended
by
striking
19
the
section
and
inserting
in
lieu
thereof
the
following:
20
490.709
Remote
participation
in
shareholders’
meetings.
21
1.
Shareholders
of
any
class
or
series
of
shares
may
22
participate
in
any
meeting
of
shareholders
by
means
of
remote
23
communication
to
the
extent
the
board
of
directors
authorizes
24
such
participation
for
such
class
or
series.
Participation
as
25
a
shareholder
by
means
of
remote
communication
shall
be
subject
26
to
such
guidelines
and
procedures
as
the
board
of
directors
27
adopts,
and
shall
be
in
conformity
with
subsection
2.
28
2.
Shareholders
participating
in
a
shareholders’
meeting
29
by
means
of
remote
communication
shall
be
deemed
present
and
30
may
vote
at
such
a
meeting
if
the
corporation
has
implemented
31
reasonable
measures
to
do
all
of
the
following:
32
a.
Verify
that
each
person
participating
remotely
as
a
33
shareholder
is
a
shareholder.
34
b.
Provide
such
shareholders
a
reasonable
opportunity
to
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participate
in
the
meeting
and
to
vote
on
matters
submitted
to
1
the
shareholders,
including
an
opportunity
to
communicate,
and
2
to
read
or
hear
the
proceedings
of
the
meeting,
substantially
3
concurrently
with
such
proceedings.
4
3.
Unless
the
bylaws
require
the
meeting
of
shareholders
to
5
be
held
at
a
place,
the
board
of
directors
may
determine
that
6
any
meeting
of
shareholders
shall
not
be
held
at
any
place
and
7
shall
instead
be
held
solely
by
means
of
remote
communication,
8
but
only
if
the
corporation
implements
the
measures
specified
9
in
subsection
2.
10
Sec.
66.
Section
490.720,
Code
2020,
is
amended
by
striking
11
the
section
and
inserting
in
lieu
thereof
the
following:
12
490.720
Shareholders’
list
for
meeting.
13
1.
After
fixing
a
record
date
for
a
meeting,
a
corporation
14
shall
prepare
an
alphabetical
list
of
the
names
of
all
its
15
shareholders
who
are
entitled
to
notice
of
a
shareholders’
16
meeting.
If
the
board
of
directors
fixes
a
different
record
17
date
under
section
490.707,
subsection
5,
to
determine
the
18
shareholders
entitled
to
vote
at
the
meeting,
a
corporation
19
also
shall
prepare
an
alphabetical
list
of
the
names
of
all
20
its
shareholders
who
are
entitled
to
vote
at
the
meeting.
A
21
list
must
be
arranged
by
voting
group
and
within
each
voting
22
group
by
class
or
series
of
shares,
and
show
the
address
of
and
23
number
of
shares
held
by
each
shareholder.
Nothing
contained
24
in
this
subsection
shall
require
the
corporation
to
include
25
on
such
list
the
electronic
mail
address
or
other
electronic
26
contact
information
of
a
shareholder.
27
2.
a.
The
shareholders’
list
for
notice
shall
be
available
28
for
inspection
by
any
shareholder,
beginning
two
business
29
days
after
notice
of
the
meeting
is
given
for
which
the
30
list
was
prepared
and
continuing
through
the
meeting.
The
31
shareholders’
list
for
notice
shall
be
made
available
at
any
32
of
the
following:
33
(1)
The
corporation’s
principal
office
or
at
a
place
34
identified
in
the
meeting
notice
in
the
city
where
the
meeting
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will
be
held.
1
(2)
A
reasonably
accessible
electronic
network,
provided
2
that
the
information
required
to
gain
access
to
such
list
is
3
provided
with
the
notice
of
the
meeting.
In
the
event
that
4
the
corporation
determines
to
make
the
list
available
on
5
an
electronic
network,
the
corporation
may
take
reasonable
6
steps
to
ensure
that
such
information
is
available
only
to
7
shareholders
of
the
corporation.
8
b.
A
shareholders’
list
for
voting
shall
be
similarly
9
available
for
inspection
promptly
after
the
record
date
for
10
voting.
A
shareholder,
or
the
shareholder’s
agent
or
attorney,
11
is
entitled
on
written
demand
to
inspect
and,
subject
to
the
12
requirements
of
section
490.1602,
subsection
3,
to
copy
a
list,
13
during
regular
business
hours
and
at
the
shareholder’s
expense,
14
during
the
period
it
is
available
for
inspection.
15
3.
If
the
meeting
is
to
be
held
at
a
place,
the
corporation
16
shall
make
the
list
of
shareholders
entitled
to
vote
available
17
at
the
meeting,
and
any
shareholder,
or
the
shareholder’s
18
agent
or
attorney,
is
entitled
to
inspect
the
list
at
any
time
19
during
the
meeting
or
any
adjournment.
If
the
meeting
is
to
be
20
held
solely
by
means
of
remote
communication,
then
such
list
21
shall
also
be
open
to
such
inspection
during
the
meeting
on
a
22
reasonably
accessible
electronic
network,
and
the
information
23
required
to
access
such
list
shall
be
provided
with
the
notice
24
of
the
meeting.
25
4.
If
the
corporation
refuses
to
allow
a
shareholder,
or
26
the
shareholder’s
agent
or
attorney,
to
inspect
a
shareholders’
27
list
before
or
at
the
meeting,
or
copy
a
list
as
permitted
28
by
subsection
2,
the
district
court
of
the
county
where
a
29
corporation’s
principal
office
or,
if
none
in
this
state,
30
its
registered
office,
is
located,
on
application
of
the
31
shareholder,
may
summarily
order
the
inspection
or
copying
at
32
the
corporation’s
expense
and
may
postpone
the
meeting
for
33
which
the
list
was
prepared
until
the
inspection
or
copying
is
34
complete.
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5.
Refusal
or
failure
to
prepare
or
make
available
the
1
shareholders’
list
does
not
affect
the
validity
of
action
taken
2
at
the
meeting.
3
Sec.
67.
Section
490.721,
Code
2020,
is
amended
by
striking
4
the
section
and
inserting
in
lieu
thereof
the
following:
5
490.721
Voting
entitlement
of
shares.
6
1.
Except
as
provided
in
subsections
2
and
4
or
unless
the
7
articles
of
incorporation
provide
otherwise,
each
outstanding
8
share,
regardless
of
class
or
series,
is
entitled
to
one
vote
9
on
each
matter
voted
on
at
a
shareholders’
meeting.
Only
10
shares
are
entitled
to
vote.
11
2.
Shares
of
a
corporation
are
not
entitled
to
vote
if
they
12
are
owned
by
or
otherwise
belong
to
the
corporation
directly,
13
or
indirectly
through
an
entity
of
which
a
majority
of
the
14
voting
power
is
held
directly
or
indirectly
by
the
corporation
15
or
which
is
otherwise
controlled
by
the
corporation.
16
3.
Shares
held
by
the
corporation
in
a
fiduciary
capacity
17
for
the
benefit
of
any
person
are
entitled
to
vote
unless
18
they
are
held
for
the
benefit
of,
or
otherwise
belong
to,
the
19
corporation
directly,
or
indirectly
through
an
entity
of
which
20
a
majority
of
the
voting
power
is
held
directly
or
indirectly
21
by
the
corporation
or
which
is
otherwise
controlled
by
the
22
corporation.
23
4.
Redeemable
shares
are
not
entitled
to
vote
after
24
delivery
of
written
notice
of
redemption
is
effective
and
a
25
sum
sufficient
to
redeem
the
shares
has
been
deposited
with
a
26
bank,
trust
company,
or
other
financial
institution
under
an
27
irrevocable
obligation
to
pay
the
holders
the
redemption
price
28
on
surrender
of
the
shares.
29
5.
As
used
in
this
section,
“voting
power”
means
the
current
30
power
to
vote
in
the
election
of
directors
of
a
corporation
or
31
to
elect,
select,
or
appoint
governors
of
another
entity.
32
Sec.
68.
Section
490.722,
Code
2020,
is
amended
by
striking
33
the
section
and
inserting
in
lieu
thereof
the
following:
34
490.722
Proxies.
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1.
A
shareholder
may
vote
the
shareholder’s
shares
in
person
1
or
by
proxy.
2
2.
A
shareholder,
or
the
shareholder’s
agent
or
3
attorney-in-fact,
may
appoint
a
proxy
to
vote
or
otherwise
4
act
for
the
shareholder
by
signing
an
appointment
form,
or
5
by
an
electronic
transmission.
An
electronic
transmission
6
must
contain
or
be
accompanied
by
information
from
which
the
7
recipient
can
determine
the
date
of
the
transmission
and
that
8
the
transmission
was
authorized
by
the
sender
or
the
sender’s
9
agent
or
attorney-in-fact.
10
3.
An
appointment
of
a
proxy
is
effective
when
a
signed
11
appointment
form
or
an
electronic
transmission
of
the
12
appointment
is
received
by
the
inspector
of
election
or
13
the
officer
or
agent
of
the
corporation
authorized
to
count
14
votes.
An
appointment
is
valid
for
the
term
provided
in
the
15
appointment
form,
and,
if
no
term
is
provided,
is
valid
for
16
eleven
months
unless
the
appointment
is
irrevocable
under
17
subsection
4.
18
4.
An
appointment
of
a
proxy
is
revocable
unless
the
19
appointment
form
or
electronic
transmission
states
that
it
is
20
irrevocable
and
the
appointment
is
coupled
with
an
interest.
21
Appointments
coupled
with
an
interest
include,
but
are
not
22
limited
to,
the
appointment
of
any
of
the
following:
23
a.
A
pledgee.
24
b.
A
person
who
purchased
or
agreed
to
purchase
the
shares.
25
c.
A
creditor
of
the
corporation
who
extended
the
26
corporation
credit
under
terms
requiring
the
appointment.
27
d.
An
employee
of
the
corporation
whose
employment
contract
28
requires
the
appointment.
29
e.
A
party
to
a
voting
agreement
created
under
section
30
490.731.
31
5.
The
death
or
incapacity
of
the
shareholder
appointing
32
a
proxy
does
not
affect
the
right
of
the
corporation
to
33
accept
the
proxy’s
authority
unless
notice
of
the
death
or
34
incapacity
is
received
by
the
secretary
or
other
officer
or
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agent
authorized
to
tabulate
votes
before
the
proxy
exercises
1
the
proxy’s
authority
under
the
appointment.
2
6.
An
appointment
made
irrevocable
under
subsection
4
3
is
revoked
when
the
interest
with
which
it
is
coupled
is
4
extinguished.
5
7.
Unless
it
otherwise
provides,
an
appointment
made
6
irrevocable
under
subsection
4
continues
in
effect
after
7
a
transfer
of
the
shares
and
a
transferee
takes
subject
8
to
the
appointment,
except
that
a
transferee
for
value
of
9
shares
subject
to
an
irrevocable
appointment
may
revoke
the
10
appointment
if
the
transferee
did
not
know
of
its
existence
11
when
acquiring
the
shares
and
the
existence
of
the
irrevocable
12
appointment
was
not
noted
conspicuously
on
the
certificate
13
representing
the
shares
or
on
the
information
statement
for
14
shares
without
certificates.
15
8.
Subject
to
section
490.724
and
to
any
express
limitation
16
on
the
proxy’s
authority
stated
in
the
appointment
form
or
17
electronic
transmission,
a
corporation
is
entitled
to
accept
18
the
proxy’s
vote
or
other
action
as
that
of
the
shareholder
19
making
the
appointment.
20
Sec.
69.
Section
490.723,
Code
2020,
is
amended
by
striking
21
the
section
and
inserting
in
lieu
thereof
the
following:
22
490.723
Shares
held
by
intermediaries
and
nominees.
23
1.
A
corporation’s
board
of
directors
may
establish
a
24
procedure
under
which
a
person
on
whose
behalf
shares
are
25
registered
in
the
name
of
an
intermediary
or
nominee
may
elect
26
to
be
treated
by
the
corporation
as
the
record
shareholder
by
27
filing
with
the
corporation
a
beneficial
ownership
certificate.
28
The
terms,
conditions,
and
limitations
of
this
treatment
shall
29
be
specified
in
the
procedure.
To
the
extent
such
person
is
30
treated
under
such
procedure
as
having
rights
or
privileges
31
that
the
record
shareholder
otherwise
would
have,
the
record
32
shareholder
shall
not
have
those
rights
or
privileges.
33
2.
The
procedure
must
specify
all
of
the
following:
34
a.
The
types
of
intermediaries
or
nominees
to
which
it
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applies.
1
b.
The
rights
or
privileges
that
the
corporation
recognizes
2
in
a
person
with
respect
to
whom
a
beneficial
ownership
3
certificate
is
filed.
4
c.
The
manner
in
which
the
procedure
is
selected
which
must
5
include
that
the
beneficial
ownership
certificate
be
signed
or
6
assented
to
by
or
on
behalf
of
the
record
shareholder
and
the
7
person
on
whose
behalf
the
shares
are
held.
8
d.
The
information
that
must
be
provided
when
the
procedure
9
is
selected.
10
e.
The
period
for
which
selection
of
the
procedure
is
11
effective.
12
f.
Requirements
for
notice
to
the
corporation
with
respect
13
to
the
arrangement.
14
g.
The
form
and
contents
of
the
beneficial
ownership
15
certificate.
16
3.
The
procedure
may
specify
any
other
aspects
of
the
rights
17
and
duties
created
by
the
filing
of
a
beneficial
ownership
18
certificate.
19
Sec.
70.
Section
490.724,
Code
2020,
is
amended
by
striking
20
the
section
and
inserting
in
lieu
thereof
the
following:
21
490.724
Acceptance
of
votes
and
other
instruments.
22
1.
If
the
name
signed
on
a
vote,
ballot,
consent,
waiver,
23
shareholder
demand,
or
proxy
appointment
corresponds
to
the
24
name
of
a
shareholder,
the
corporation,
if
acting
in
good
25
faith,
is
entitled
to
accept
the
vote,
ballot,
consent,
waiver,
26
shareholder
demand,
or
proxy
appointment
and
give
it
effect
as
27
the
act
of
the
shareholder.
28
2.
If
the
name
signed
on
a
vote,
ballot,
consent,
waiver,
29
shareholder
demand,
or
proxy
appointment
does
not
correspond
to
30
the
name
of
its
shareholder,
the
corporation,
if
acting
in
good
31
faith,
is
nevertheless
entitled
to
accept
the
vote,
ballot,
32
consent,
waiver,
shareholder
demand,
or
proxy
appointment
and
33
give
it
effect
as
the
act
of
the
shareholder
if
any
of
the
34
following
applies:
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a.
The
shareholder
is
an
entity
and
the
name
signed
purports
1
to
be
that
of
an
officer
or
agent
of
the
entity.
2
b.
The
name
signed
purports
to
be
that
of
an
administrator,
3
executor,
guardian,
or
conservator
representing
the
shareholder
4
and,
if
the
corporation
requests,
evidence
of
fiduciary
status
5
acceptable
to
the
corporation
has
been
presented
with
respect
6
to
the
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
7
proxy
appointment.
8
c.
The
name
signed
purports
to
be
that
of
a
receiver
9
or
trustee
in
bankruptcy
of
the
shareholder
and,
if
the
10
corporation
requests,
evidence
of
this
status
acceptable
11
to
the
corporation
has
been
presented
with
respect
to
the
12
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
proxy
13
appointment.
14
d.
The
name
signed
purports
to
be
that
of
a
pledgee,
15
beneficial
owner,
or
attorney-in-fact
of
the
shareholder
16
and,
if
the
corporation
requests,
evidence
acceptable
to
17
the
corporation
of
the
signatory’s
authority
to
sign
for
18
the
shareholder
has
been
presented
with
respect
to
the
19
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
proxy
20
appointment.
21
e.
Two
or
more
persons
are
the
shareholder
as
co-tenants
or
22
fiduciaries
and
the
name
signed
purports
to
be
the
name
of
at
23
least
one
of
the
co-owners
and
the
person
signing
appears
to
be
24
acting
on
behalf
of
all
the
co-owners.
25
3.
The
corporation
is
entitled
to
reject
a
vote,
ballot,
26
consent,
waiver,
shareholder
demand,
or
proxy
appointment
if
27
the
person
authorized
to
accept
or
reject
such
instrument,
28
acting
in
good
faith,
has
reasonable
basis
for
doubt
about
29
the
validity
of
the
signature
on
it
or
about
the
signatory’s
30
authority
to
sign
for
the
shareholder.
31
4.
Neither
the
corporation
or
any
person
authorized
by
it,
32
nor
an
inspector
of
election
appointed
under
section
490.729,
33
that
accepts
or
rejects
a
vote,
ballot,
consent,
waiver,
34
shareholder
demand,
or
proxy
appointment
in
good
faith
and
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in
accordance
with
the
standards
of
this
section
or
section
1
490.722,
subsection
2,
is
liable
in
damages
to
the
shareholder
2
for
the
consequences
of
the
acceptance
or
rejection.
3
5.
Corporate
action
based
on
the
acceptance
or
rejection
4
of
a
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
5
proxy
appointment
under
this
section
is
valid
unless
a
court
of
6
competent
jurisdiction
determines
otherwise.
7
6.
If
an
inspector
of
election
has
been
appointed
under
8
section
490.729,
the
inspector
of
election
also
has
the
9
authority
to
request
information
and
make
determinations
10
under
subsections
1,
2,
and
3.
Any
determination
made
by
the
11
inspector
of
election
under
those
subsections
is
controlling.
12
Sec.
71.
Section
490.725,
Code
2020,
is
amended
by
striking
13
the
section
and
inserting
in
lieu
thereof
the
following:
14
490.725
Quorum
and
voting
requirements
for
voting
groups.
15
1.
Shares
entitled
to
vote
as
a
separate
voting
group
16
may
take
action
on
a
matter
at
a
meeting
only
if
a
quorum
of
17
those
shares
exists
with
respect
to
that
matter.
Unless
the
18
articles
of
incorporation
or
bylaws
provide
otherwise,
shares
19
representing
a
majority
of
the
votes
entitled
to
be
cast
on
20
the
matter
by
the
voting
group
constitutes
a
quorum
of
that
21
voting
group
for
action
on
that
matter.
Whenever
this
chapter
22
requires
a
particular
quorum
for
a
specified
action,
the
23
articles
of
incorporation
shall
not
provide
for
a
lower
quorum.
24
2.
Once
a
share
is
represented
for
any
purpose
at
a
meeting,
25
it
is
deemed
present
for
quorum
purposes
for
the
remainder
of
26
the
meeting
and
for
any
adjournment
of
that
meeting
unless
a
27
new
record
date
is
or
must
be
fixed
for
that
adjourned
meeting.
28
3.
If
a
quorum
exists,
action
on
a
matter,
other
than
the
29
election
of
directors,
by
a
voting
group
is
approved
if
the
30
votes
cast
within
the
voting
group
favoring
the
action
exceed
31
the
votes
cast
opposing
the
action,
unless
the
articles
of
32
incorporation
require
a
greater
number
of
affirmative
votes.
33
4.
An
amendment
of
the
articles
of
incorporation
adding,
34
changing,
or
deleting
a
quorum
or
voting
requirement
for
a
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voting
group
greater
than
specified
in
subsection
1
or
3
is
1
governed
by
section
490.727.
2
5.
The
election
of
directors
is
governed
by
section
490.728.
3
6.
Whenever
a
provision
of
this
chapter
provides
for
voting
4
of
classes
or
series
as
separate
voting
groups,
the
rules
5
provided
in
section
490.1004,
subsection
3,
for
amendments
of
6
the
articles
of
incorporation
apply
to
that
provision.
7
Sec.
72.
Section
490.726,
Code
2020,
is
amended
by
striking
8
the
section
and
inserting
in
lieu
thereof
the
following:
9
490.726
Action
by
single
or
multiple
voting
groups.
10
1.
If
the
articles
of
incorporation
or
this
chapter
provide
11
for
voting
by
a
single
voting
group
on
a
matter,
action
on
12
that
matter
is
taken
when
voted
upon
by
that
voting
group
as
13
provided
in
section
490.725.
14
2.
If
the
articles
of
incorporation
or
this
chapter
provide
15
for
voting
by
two
or
more
voting
groups
on
a
matter,
action
16
on
that
matter
is
taken
only
when
voted
upon
by
each
of
those
17
voting
groups
counted
separately
as
provided
in
section
18
490.725.
Action
may
be
taken
by
different
voting
groups
on
a
19
matter
at
different
times.
20
Sec.
73.
Section
490.727,
Code
2020,
is
amended
by
striking
21
the
section
and
inserting
in
lieu
thereof
the
following:
22
490.727
Modifying
quorum
or
voting
requirements.
23
An
amendment
to
the
articles
of
incorporation
or
bylaws
24
that
adds,
changes,
or
deletes
a
quorum
or
voting
requirement
25
shall
meet
the
same
quorum
requirement
and
be
adopted
by
the
26
same
vote
and
voting
groups
required
to
take
action
under
the
27
quorum
and
voting
requirements
then
in
effect
or
proposed
to
be
28
adopted,
whichever
is
greater.
29
Sec.
74.
Section
490.728,
Code
2020,
is
amended
by
striking
30
the
section
and
inserting
in
lieu
thereof
the
following:
31
490.728
Voting
for
directors
——
cumulative
voting.
32
1.
Unless
otherwise
provided
in
the
articles
of
33
incorporation,
directors
are
elected
by
a
plurality
of
the
34
votes
cast
by
the
shares
entitled
to
vote
in
the
election
at
a
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meeting
at
which
a
quorum
is
present.
1
2.
Shareholders
do
not
have
a
right
to
cumulate
their
votes
2
for
directors
unless
the
articles
of
incorporation
so
provide.
3
3.
A
statement
included
in
the
articles
of
incorporation
4
that
“[all]
[a
designated
voting
group
of]
shareholders
are
5
entitled
to
cumulate
their
votes
for
directors”,
or
words
of
6
similar
import,
means
that
the
shareholders
designated
are
7
entitled
to
multiply
the
number
of
votes
they
are
entitled
to
8
cast
by
the
number
of
directors
for
whom
they
are
entitled
to
9
vote
and
cast
the
product
for
a
single
candidate
or
distribute
10
the
product
among
two
or
more
candidates.
11
4.
Shares
otherwise
entitled
to
vote
cumulatively
shall
not
12
be
voted
cumulatively
at
a
particular
meeting
unless
any
of
the
13
following
applies:
14
a.
The
meeting
notice
or
proxy
statement
accompanying
15
the
notice
states
conspicuously
that
cumulative
voting
is
16
authorized.
17
b.
A
shareholder
who
has
the
right
to
cumulate
the
18
shareholder’s
votes
gives
notice
to
the
corporation
not
less
19
than
forty-eight
hours
before
the
time
set
for
the
meeting
of
20
the
shareholder’s
intent
to
cumulate
votes
during
the
meeting,
21
and
if
one
shareholder
gives
this
notice
all
other
shareholders
22
in
the
same
voting
group
participating
in
the
election
are
23
entitled
to
cumulate
their
votes
without
giving
further
notice.
24
Sec.
75.
Section
490.729,
Code
2020,
is
amended
by
striking
25
the
section
and
inserting
in
lieu
thereof
the
following:
26
490.729
Inspectors
of
election.
27
1.
A
corporation
that
has
a
class
of
equity
securities
28
registered
pursuant
to
section
12
of
the
federal
Securities
29
Exchange
Act
of
1934
shall,
and
any
other
corporation
30
may,
appoint
one
or
more
inspectors
to
act
at
a
meeting
of
31
shareholders
in
connection
with
determining
voting
results.
32
Each
inspector
shall
verify
in
writing
that
the
inspector
33
will
faithfully
execute
the
duties
of
inspector
with
strict
34
impartiality
and
according
to
the
best
of
the
inspector’s
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ability.
An
inspector
may
be
an
officer
or
employee
of
the
1
corporation.
The
inspectors
may
appoint
or
retain
other
2
persons
to
assist
the
inspectors
in
the
performance
of
the
3
duties
of
inspector
under
subsection
2,
and
may
rely
on
4
information
provided
by
such
persons
and
other
persons,
5
including
those
appointed
to
tabulate
votes,
unless
the
6
inspectors
believe
reliance
is
unwarranted.
7
2.
The
inspectors
shall
do
all
of
the
following:
8
a.
Ascertain
the
number
of
shares
outstanding
and
the
voting
9
power
of
each.
10
b.
Determine
the
shares
represented
at
a
meeting.
11
c.
Determine
the
validity
of
proxy
appointments
and
ballots.
12
d.
Count
all
votes.
13
e.
Make
a
written
report
of
the
results.
14
3.
In
performing
their
duties,
the
inspectors
may
examine
15
any
of
the
following:
16
a.
The
proxy
appointment
forms
and
any
other
information
17
provided
in
accordance
with
section
490.722,
subsection
2.
18
b.
Any
envelope
or
related
writing
submitted
with
those
19
appointment
forms.
20
c.
Any
ballots.
21
d.
Any
evidence
or
other
information
specified
in
section
22
490.724.
23
e.
The
relevant
books
and
records
of
the
corporation
24
relating
to
its
shareholders
and
their
entitlement
to
vote,
25
including
any
securities
position
list
provided
by
a
depository
26
clearing
agency.
27
4.
a.
The
inspectors
also
may
consider
other
information
28
that
they
believe
is
relevant
and
reliable
for
the
purpose
29
of
performing
any
of
the
duties
assigned
to
them
pursuant
to
30
subsection
2,
including
for
all
of
the
following
purposes:
31
(1)
Evaluating
inconsistent,
incomplete,
or
erroneous
32
information.
33
(2)
Reconciling
information
submitted
on
behalf
of
banks,
34
brokers,
their
nominees,
or
similar
persons
that
indicates
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more
votes
being
cast
than
a
proxy
authorized
by
the
record
1
shareholder
is
entitled
to
cast.
2
b.
If
the
inspectors
consider
other
information
allowed
by
3
this
subsection,
they
shall
in
their
report
under
subsection
4
2
specify
the
information
considered
by
them,
including
the
5
purpose
or
purposes
for
which
the
information
was
considered,
6
the
person
or
persons
from
whom
they
obtained
the
information,
7
when
the
information
was
obtained,
the
means
by
which
the
8
information
was
obtained,
and
the
basis
for
the
inspectors’
9
belief
that
such
information
is
relevant
and
reliable.
10
5.
Determinations
of
law
by
the
inspectors
of
election
are
11
subject
to
de
novo
review
by
a
court
in
a
proceeding
under
12
section
490.749
or
other
judicial
proceeding.
13
Sec.
76.
Section
490.730,
Code
2020,
is
amended
by
striking
14
the
section
and
inserting
in
lieu
thereof
the
following:
15
490.730
Voting
trusts.
16
1.
One
or
more
shareholders
may
create
a
voting
trust,
17
conferring
on
a
trustee
the
right
to
vote
or
otherwise
act
for
18
them,
by
signing
an
agreement
setting
out
the
provisions
of
the
19
trust,
which
may
include
anything
consistent
with
its
purpose,
20
and
transferring
their
shares
to
the
trustee.
When
a
voting
21
trust
agreement
is
signed,
the
trustee
shall
prepare
a
list
of
22
the
names
and
addresses
of
all
voting
trust
beneficial
owners,
23
together
with
the
number
and
class
of
shares
each
transferred
24
to
the
trust,
and
deliver
copies
of
the
list
and
agreement
to
25
the
corporation
at
its
principal
office.
26
2.
A
voting
trust
becomes
effective
on
the
date
the
first
27
shares
subject
to
the
trust
are
registered
in
the
trustee’s
28
name.
29
3.
Limits,
if
any,
on
the
duration
of
a
voting
trust
shall
30
be
as
set
forth
in
the
voting
trust.
A
voting
trust
that
became
31
effective
between
December
31,
1989,
and
June
30,
2014,
both
32
dates
inclusive,
is
governed
by
the
provisions
of
this
section
33
concerning
duration
then
in
effect,
unless
the
voting
trust
34
is
amended
to
provide
otherwise
by
unanimous
agreement
of
the
35
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parties
to
the
voting
trust.
1
Sec.
77.
Section
490.731,
Code
2020,
is
amended
by
striking
2
the
section
and
inserting
in
lieu
thereof
the
following:
3
490.731
Voting
agreement.
4
1.
Two
or
more
shareholders
may
provide
for
the
manner
in
5
which
they
will
vote
their
shares
by
signing
an
agreement
for
6
that
purpose.
A
voting
agreement
created
under
this
section
is
7
not
subject
to
the
provisions
of
section
490.730.
8
2.
A
voting
agreement
created
under
this
section
is
9
specifically
enforceable.
10
Sec.
78.
Section
490.732,
Code
2020,
is
amended
by
striking
11
the
section
and
inserting
in
lieu
thereof
the
following:
12
490.732
Shareholder
agreement.
13
1.
An
agreement
among
the
shareholders
of
a
corporation
that
14
complies
with
this
section
is
effective
among
the
shareholders
15
and
the
corporation
even
though
it
is
inconsistent
with
one
or
16
more
other
provisions
of
this
chapter
in
that
it
does
any
of
17
the
following:
18
a.
Eliminates
the
board
of
directors
or
restricts
the
19
discretion
or
powers
of
the
board
of
directors.
20
b.
Governs
the
authorization
or
making
of
distributions,
21
regardless
of
whether
they
are
in
proportion
to
ownership
of
22
shares,
subject
to
the
limitations
in
section
490.640.
23
c.
Establishes
who
shall
be
directors
or
officers
of
the
24
corporation,
or
their
terms
of
office
or
manner
of
selection
25
or
removal.
26
d.
Governs,
in
general
or
in
regard
to
specific
matters,
27
the
exercise
or
division
of
voting
power
by
or
between
28
the
shareholders
and
directors
or
by
or
among
any
of
them,
29
including
use
of
weighted
voting
rights
or
director
proxies.
30
e.
Establishes
the
terms
and
conditions
of
any
agreement
for
31
the
transfer
or
use
of
property
or
the
provision
of
services
32
between
the
corporation
and
any
shareholder,
director,
officer,
33
or
employee
of
the
corporation,
or
among
any
of
them.
34
f.
Transfers
to
one
or
more
shareholders
or
other
persons
35
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all
or
part
of
the
authority
to
exercise
the
corporate
powers
1
or
to
manage
the
business
and
affairs
of
the
corporation,
2
including
the
resolution
of
any
issue
about
which
there
exists
3
a
deadlock
among
directors
or
shareholders.
4
g.
Requires
dissolution
of
the
corporation
at
the
request
5
of
one
or
more
of
the
shareholders
or
upon
the
occurrence
of
a
6
specified
event
or
contingency.
7
h.
Otherwise
governs
the
exercise
of
the
corporate
powers
or
8
the
management
of
the
business
and
affairs
of
the
corporation
9
or
the
relationship
among
the
shareholders,
the
directors,
and
10
the
corporation,
or
among
any
of
them,
and
is
not
contrary
to
11
public
policy.
12
2.
An
agreement
authorized
by
this
section
shall
satisfy
all
13
of
the
following
requirements:
14
a.
Be
as
set
forth
in
any
of
the
following:
15
(1)
The
articles
of
incorporation
or
bylaws
and
approved
by
16
all
persons
who
are
shareholders
at
the
time
of
the
agreement.
17
(2)
A
written
agreement
that
is
signed
by
all
persons
who
18
are
shareholders
at
the
time
of
the
agreement
and
is
made
known
19
to
the
corporation.
20
b.
Be
subject
to
amendment
only
by
all
persons
who
are
21
shareholders
at
the
time
of
the
amendment,
unless
the
agreement
22
provides
otherwise.
23
3.
The
existence
of
an
agreement
authorized
by
this
section
24
shall
be
noted
conspicuously
on
the
front
or
back
of
each
25
certificate
for
outstanding
shares
or
on
the
information
26
statement
required
by
section
490.626,
subsection
2.
If
at
the
27
time
of
the
agreement
the
corporation
has
shares
outstanding
28
represented
by
certificates,
the
corporation
shall
recall
the
29
outstanding
certificates
and
issue
substitute
certificates
that
30
comply
with
this
subsection.
The
failure
to
note
the
existence
31
of
the
agreement
on
the
certificate
or
information
statement
32
shall
not
affect
the
validity
of
the
agreement
or
any
action
33
taken
pursuant
to
it.
Any
purchaser
of
shares
who,
at
the
time
34
of
purchase,
did
not
have
knowledge
of
the
existence
of
the
35
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agreement
shall
be
entitled
to
rescission
of
the
purchase.
A
1
purchaser
shall
be
deemed
to
have
knowledge
of
the
existence
2
of
the
agreement
if
its
existence
is
noted
on
the
certificate
3
or
information
statement
for
the
shares
in
compliance
with
4
this
subsection
and,
if
the
shares
are
not
represented
by
a
5
certificate,
the
information
statement
is
delivered
to
the
6
purchaser
at
or
before
the
time
of
purchase
of
the
shares.
An
7
action
to
enforce
the
right
of
rescission
authorized
by
this
8
subsection
shall
be
commenced
within
the
earlier
of
ninety
days
9
after
discovery
of
the
existence
of
the
agreement
or
two
years
10
after
the
time
of
purchase
of
the
shares.
11
4.
If
the
agreement
ceases
to
be
effective
for
any
reason,
12
the
board
of
directors
may,
if
the
agreement
is
contained
or
13
referred
to
in
the
corporation’s
articles
of
incorporation
or
14
bylaws,
adopt
an
amendment
to
the
articles
of
incorporation
or
15
bylaws,
without
shareholder
action,
to
delete
the
agreement
and
16
any
references
to
it.
17
5.
An
agreement
authorized
by
this
section
that
limits
the
18
discretion
or
powers
of
the
board
of
directors
shall
relieve
19
the
directors
of,
and
impose
upon
the
person
or
persons
in
20
whom
such
discretion
or
powers
are
vested,
liability
for
acts
21
or
omissions
imposed
by
law
on
directors
to
the
extent
that
22
the
discretion
or
powers
of
the
directors
are
limited
by
the
23
agreement.
24
6.
The
existence
or
performance
of
an
agreement
authorized
25
by
this
section
shall
not
be
a
ground
for
imposing
personal
26
liability
on
any
shareholder
for
the
acts
or
debts
of
the
27
corporation
even
if
the
agreement
or
its
performance
treats
the
28
corporation
as
if
it
were
a
partnership
or
results
in
failure
29
to
observe
the
corporate
formalities
otherwise
applicable
to
30
the
matters
governed
by
the
agreement.
31
7.
Incorporators
or
subscribers
for
shares
may
act
as
32
shareholders
with
respect
to
an
agreement
authorized
by
this
33
section
if
no
shares
have
been
issued
when
the
agreement
is
34
made.
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8.
Limits,
if
any,
on
the
duration
of
an
agreement
1
authorized
by
this
section
must
be
set
forth
in
the
agreement.
2
An
agreement
that
became
effective
between
January
1,
2003,
3
and
June
30,
2014,
both
dates
inclusive,
unless
the
agreement
4
provided
otherwise,
remains
governed
by
the
provisions
of
this
5
section
concerning
duration
then
in
effect.
6
Sec.
79.
Section
490.740,
Code
2020,
is
amended
by
striking
7
the
section
and
inserting
in
lieu
thereof
the
following:
8
490.740
Part
definitions.
9
As
used
in
this
part:
10
1.
“Derivative
proceeding”
means
a
civil
suit
in
the
right
11
of
a
domestic
corporation
or,
to
the
extent
provided
in
section
12
490.747,
in
the
right
of
a
foreign
corporation.
13
2.
“Shareholder”
means
a
record
shareholder,
a
beneficial
14
shareholder,
and
an
unrestricted
voting
trust
beneficial
owner.
15
Sec.
80.
Section
490.743,
Code
2020,
is
amended
by
striking
16
the
section
and
inserting
in
lieu
thereof
the
following:
17
490.743
Stay
of
proceedings.
18
If
the
corporation
commences
an
inquiry
into
the
allegations
19
made
in
the
demand
or
complaint,
the
court
may
stay
any
20
derivative
proceeding
for
such
period
as
the
court
deems
21
appropriate.
22
Sec.
81.
Section
490.744,
Code
2020,
is
amended
by
striking
23
the
section
and
inserting
in
lieu
thereof
the
following:
24
490.744
Dismissal.
25
1.
A
derivative
proceeding
shall
be
dismissed
by
the
court
26
on
motion
by
the
corporation
if
one
of
the
groups
specified
27
in
subsection
2
or
5
has
determined
in
good
faith,
after
28
conducting
a
reasonable
inquiry
upon
which
its
conclusions
are
29
based,
that
the
maintenance
of
the
derivative
proceeding
is
30
not
in
the
best
interests
of
the
corporation.
A
corporation
31
moving
to
dismiss
on
this
basis
shall
submit
in
support
of
the
32
motion
a
short
and
concise
statement
of
the
reasons
for
its
33
determination.
34
2.
Unless
a
panel
is
appointed
pursuant
to
subsection
5,
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the
determination
in
subsection
1
shall
be
made
by
any
of
the
1
following:
2
a.
A
majority
vote
of
qualified
directors
present
at
a
3
meeting
of
the
board
of
directors
if
the
qualified
directors
4
constitute
a
quorum.
5
b.
A
majority
vote
of
a
committee
consisting
of
two
or
more
6
qualified
directors
appointed
by
majority
vote
of
qualified
7
directors
present
at
a
meeting
of
the
board
of
directors,
8
regardless
of
whether
such
qualified
directors
constitute
a
9
quorum.
10
3.
a.
If
a
derivative
proceeding
is
commenced
after
11
a
determination
has
been
made
rejecting
a
demand
by
a
12
shareholder,
the
complaint
shall
allege
with
particularity
13
facts
establishing
any
of
the
following:
14
(1)
That
a
majority
of
the
board
of
directors
did
not
15
consist
of
qualified
directors
at
the
time
the
determination
16
was
made.
17
(2)
That
the
requirements
of
subsection
1
have
not
been
met.
18
b.
All
discovery
and
other
proceedings
shall
be
stayed
19
during
the
pendency
of
any
motion
to
dismiss
unless
the
20
court
finds
upon
the
motion
of
any
party
that
particularized
21
discovery
is
necessary
to
preserve
evidence
or
prevent
undue
22
prejudice
to
that
party.
23
4.
If
a
majority
of
the
board
of
directors
consisted
24
of
qualified
directors
at
the
time
the
determination
was
25
made,
the
plaintiff
shall
have
the
burden
of
proving
that
26
the
requirements
of
subsection
1
have
not
been
met;
if
not,
27
the
corporation
shall
have
the
burden
of
proving
that
the
28
requirements
of
subsection
1
have
been
met.
29
5.
Upon
motion
by
the
corporation,
the
court
may
appoint
30
a
panel
of
one
or
more
individuals
to
make
a
determination
31
whether
the
maintenance
of
the
derivative
proceeding
is
in
the
32
best
interests
of
the
corporation.
In
such
case,
the
plaintiff
33
shall
have
the
burden
of
proving
that
the
requirements
of
34
subsection
1
have
not
been
met.
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Sec.
82.
Section
490.745,
Code
2020,
is
amended
by
striking
1
the
section
and
inserting
in
lieu
thereof
the
following:
2
490.745
Discontinuance
or
settlement.
3
A
derivative
proceeding
shall
not
be
discontinued
or
settled
4
without
the
court’s
approval.
If
the
court
determines
that
a
5
proposed
discontinuance
or
settlement
will
substantially
affect
6
the
interests
of
the
corporation’s
shareholders
or
a
class
or
7
series
of
shareholders,
the
court
shall
direct
that
notice
be
8
given
to
the
shareholders
affected.
9
Sec.
83.
Section
490.746,
Code
2020,
is
amended
by
striking
10
the
section
and
inserting
in
lieu
thereof
the
following:
11
490.746
Payment
of
expenses.
12
On
termination
of
the
derivative
proceeding,
the
court
may
13
do
any
of
the
following:
14
1.
Order
the
corporation
to
pay
the
plaintiff’s
expenses
15
incurred
in
the
proceeding
if
it
finds
that
the
proceeding
has
16
resulted
in
a
substantial
benefit
to
the
corporation.
17
2.
Order
the
plaintiff
to
pay
any
defendant’s
expenses
18
incurred
in
defending
the
proceeding
if
it
finds
that
the
19
proceeding
was
commenced
or
maintained
without
reasonable
cause
20
or
for
an
improper
purpose.
21
3.
Order
a
party
to
pay
an
opposing
party’s
expenses
22
incurred
because
of
the
filing
of
a
pleading,
motion,
or
other
23
paper,
if
it
finds
that
any
of
the
following
apply:
24
a.
The
pleading,
motion,
or
other
paper
was
not
well
25
grounded
in
fact,
after
reasonable
inquiry,
or
warranted
by
26
existing
law
or
a
good
faith
argument
for
the
extension,
27
modification,
or
reversal
of
existing
law.
28
b.
The
pleading,
motion,
or
other
paper
was
interposed
for
29
an
improper
purpose,
such
as
to
harass
or
cause
unnecessary
30
delay
or
needless
increase
in
the
cost
of
litigation.
31
Sec.
84.
Section
490.748,
Code
2020,
is
amended
by
striking
32
the
section
and
inserting
in
lieu
thereof
the
following:
33
490.748
Shareholder
action
to
appoint
custodian
or
receiver.
34
1.
The
district
court
of
the
county
where
a
corporation’s
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principal
office
or,
if
none
in
this
state,
its
registered
1
office,
is
located
may
appoint
one
or
more
persons
to
be
2
custodians,
or,
if
the
corporation
is
insolvent,
to
be
3
receivers,
of
and
for
a
corporation
in
a
proceeding
by
a
4
shareholder
where
it
is
established
that
any
of
the
following
5
applies:
6
a.
The
directors
are
deadlocked
in
the
management
of
7
the
corporate
affairs,
the
shareholders
are
unable
to
break
8
the
deadlock,
and
irreparable
injury
to
the
corporation
is
9
threatened
or
being
suffered.
10
b.
The
directors
or
those
in
control
of
the
corporation
are
11
acting
fraudulently
and
irreparable
injury
to
the
corporation
12
is
threatened
or
being
suffered.
13
2.
a.
The
district
court
may
issue
injunctions,
appoint
a
14
temporary
custodian
or
temporary
receiver
with
all
the
powers
15
and
duties
the
district
court
directs,
take
other
action
to
16
preserve
the
corporate
assets
wherever
located,
and
carry
on
17
the
business
of
the
corporation
until
a
full
hearing
is
held.
18
b.
The
district
court
shall
hold
a
full
hearing,
after
19
notifying
all
parties
to
the
proceeding
and
any
interested
20
persons
designated
by
the
district
court,
before
appointing
a
21
custodian
or
receiver.
22
c.
The
district
court
has
jurisdiction
over
the
corporation
23
and
all
of
its
property,
wherever
located.
24
3.
The
district
court
may
appoint
an
individual
or
domestic
25
or
foreign
corporation,
registered
to
do
business
in
this
26
state,
as
a
custodian
or
receiver
and
may
require
the
custodian
27
or
receiver
to
post
bond,
with
or
without
sureties,
in
an
28
amount
the
district
court
directs.
29
4.
The
district
court
shall
describe
the
powers
and
duties
30
of
the
custodian
or
receiver
in
its
appointing
order,
which
may
31
be
amended
from
time
to
time.
Among
other
powers,
all
of
the
32
following
apply:
33
a.
A
custodian
may
exercise
all
of
the
powers
of
the
34
corporation,
through
or
in
place
of
its
board
of
directors,
to
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the
extent
necessary
to
manage
the
business
and
affairs
of
the
1
corporation.
2
b.
A
receiver
may
do
any
of
the
following:
3
(1)
Dispose
of
all
or
any
part
of
the
assets
of
the
4
corporation
wherever
located,
at
a
public
or
private
sale,
if
5
authorized
by
the
district
court.
6
(2)
Sue
and
defend
in
the
receiver’s
own
name
as
receiver
in
7
all
courts
of
this
state.
8
5.
The
district
court
during
a
custodianship
may
9
redesignate
the
custodian
a
receiver,
and
during
a
receivership
10
may
redesignate
the
receiver
a
custodian,
if
doing
so
is
in
the
11
best
interests
of
the
corporation.
12
6.
The
district
court
from
time
to
time
during
the
13
custodianship
or
receivership
may
order
compensation
paid
and
14
expense
disbursements
or
reimbursements
made
to
the
custodian
15
or
receiver
from
the
assets
of
the
corporation
or
proceeds
from
16
the
sale
of
its
assets.
17
7.
As
used
in
this
section,
“shareholder”
means
a
record
18
shareholder,
a
beneficial
shareholder,
and
an
unrestricted
19
voting
trust
beneficial
owner.
20
Sec.
85.
NEW
SECTION
.
490.749
Judicial
determination
of
21
corporate
offices
and
review
of
elections
and
shareholder
votes.
22
1.
Upon
application
of
or
in
a
proceeding
commenced
by
a
23
person
specified
in
subsection
2,
the
district
court
of
the
24
county
where
the
corporation’s
principal
office
or,
if
none
in
25
this
state,
its
registered
office,
is
located
may
determine
all
26
of
the
following:
27
a.
The
result
or
validity
of
the
election,
appointment,
28
removal,
or
resignation
of
a
director
or
officer
of
the
29
corporation.
30
b.
The
right
of
an
individual
to
hold
the
office
of
director
31
or
officer
of
the
corporation.
32
c.
The
result
or
validity
of
any
vote
by
the
shareholders
33
of
the
corporation.
34
d.
The
right
of
a
director
to
membership
on
a
committee
of
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the
board
of
directors.
1
e.
The
right
of
a
person
to
nominate
or
an
individual
to
2
be
nominated
as
a
candidate
for
election
or
appointment
as
3
a
director
of
the
corporation,
and
any
right
under
a
bylaw
4
adopted
pursuant
to
section
490.206,
subsection
3,
or
any
5
comparable
right
under
any
provision
of
the
articles
of
6
incorporation,
contract,
or
applicable
law.
7
2.
An
application
or
proceeding
pursuant
to
subsection
1
may
8
be
filed
or
commenced
by
any
of
the
following
persons:
9
a.
The
corporation.
10
b.
Any
record
shareholder,
beneficial
shareholder,
or
11
unrestricted
voting
trust
beneficial
owner
of
the
corporation.
12
c.
A
director
of
the
corporation,
an
individual
claiming
13
the
office
of
director,
or
a
director
whose
membership
on
a
14
committee
of
the
board
of
directors
is
contested,
in
each
case
15
who
is
seeking
a
determination
of
a
right
to
such
office
or
16
membership.
17
d.
An
officer
of
the
corporation
or
an
individual
claiming
18
to
be
an
officer
of
the
corporation,
in
each
case
who
is
19
seeking
a
determination
of
a
right
to
such
office.
20
e.
A
person
claiming
a
right
covered
by
subsection
1,
21
paragraph
“e”
,
and
who
is
seeking
a
determination
of
such
right.
22
3.
In
connection
with
any
application
or
proceeding
under
23
subsection
1,
the
following
shall
be
named
as
defendants,
24
unless
such
person
made
the
application
or
commenced
the
25
proceeding:
26
a.
The
corporation.
27
b.
Any
individual
whose
right
to
office
or
membership
on
a
28
committee
of
the
board
of
directors
is
contested.
29
c.
Any
individual
claiming
the
office
or
membership
at
30
issue.
31
d.
Any
person
claiming
a
right
covered
by
subsection
1,
32
paragraph
“e”
,
that
is
at
issue.
33
4.
In
connection
with
any
application
or
proceeding
under
34
subsection
1,
service
of
process
may
be
made
upon
each
of
the
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persons
specified
in
subsection
3,
by
any
of
the
following:
1
a.
Service
of
process
on
the
corporation
addressed
to
such
2
person
in
any
manner
provided
by
statute
of
this
state
or
by
3
rule
of
the
applicable
court
for
service
on
the
corporation.
4
b.
Service
of
process
on
the
person
in
any
manner
provided
5
by
statute
of
this
state
or
by
rule
of
the
applicable
court.
6
5.
When
service
of
process
is
made
upon
a
person
other
than
7
the
corporation
by
service
upon
the
corporation
pursuant
to
8
subsection
4,
paragraph
“a”
,
the
plaintiff
and
the
corporation
9
or
its
registered
agent
shall
promptly
provide
written
notice
10
of
such
service,
together
with
copies
of
all
process
and
the
11
application
or
complaint,
to
the
person
at
the
person’s
last
12
known
residence
or
business
address,
or
as
permitted
by
statute
13
of
this
state
or
by
rule
of
the
applicable
court.
14
6.
In
connection
with
any
application
or
proceeding
under
15
subsection
1,
the
court
shall
dispose
of
the
application
or
16
proceeding
on
an
expedited
basis
and
also
may
do
any
of
the
17
following:
18
a.
Order
such
additional
or
further
notice
as
the
court
19
deems
proper
under
the
circumstances.
20
b.
Order
that
additional
persons
be
joined
as
parties
to
21
the
proceeding
if
the
court
determines
that
such
joinder
is
22
necessary
for
a
just
adjudication
of
matters
before
the
court.
23
c.
Order
an
election
or
meeting
be
held
in
accordance
with
24
the
provisions
of
section
490.703,
subsection
2,
or
otherwise.
25
d.
Appoint
a
master
to
conduct
an
election
or
meeting.
26
e.
Enter
temporary,
preliminary,
or
permanent
injunctive
27
relief.
28
f.
Resolve
solely
for
the
purpose
of
this
proceeding
any
29
legal
or
factual
issues
necessary
for
the
resolution
of
any
of
30
the
matters
specified
in
subsection
1,
including
the
right
and
31
power
of
persons
claiming
to
own
shares
to
vote
at
any
meeting
32
of
the
shareholders.
33
g.
Order
such
other
relief
as
the
court
determines
is
34
equitable,
just,
and
proper.
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7.
It
is
not
necessary
to
make
shareholders
a
party
to
1
a
proceeding
or
application
pursuant
to
this
section
unless
2
the
shareholder
is
a
required
defendant
under
subsection
3
3,
paragraph
“d”
,
relief
is
sought
against
the
shareholder
4
individually,
or
the
court
orders
joinder
pursuant
to
5
subsection
6,
paragraph
“b”
.
6
8.
Nothing
in
this
section
limits,
restricts,
or
abolishes
7
the
subject
matter
jurisdiction
or
powers
of
the
court
8
as
existed
before
the
enactment
of
this
section,
and
an
9
application
or
proceeding
pursuant
to
this
section
is
not
the
10
exclusive
remedy
or
proceeding
available
with
respect
to
the
11
matters
specified
in
subsection
1.
12
Sec.
86.
NEW
SECTION
.
490.800
Special
subchapter
13
definition.
14
1.
As
used
in
this
subchapter,
“public
corporation”
means
a
15
corporation
that
has
a
class
of
voting
stock
that
is
listed
on
16
a
national
securities
exchange
or
held
of
record
by
more
than
17
two
thousand
shareholders.
18
2.
This
section
is
repealed
on
January
1,
2022.
19
Sec.
87.
Section
490.801,
Code
2020,
is
amended
by
striking
20
the
section
and
inserting
in
lieu
thereof
the
following:
21
490.801
Requirement
for
and
functions
of
board
of
directors.
22
1.
Except
as
may
be
provided
in
an
agreement
authorized
23
under
section
490.732,
each
corporation
shall
have
a
board
of
24
directors.
25
2.
Except
as
may
be
provided
in
an
agreement
authorized
26
under
section
490.732,
and
subject
to
any
limitation
in
27
the
articles
of
incorporation
permitted
by
section
490.202,
28
subsection
2,
all
corporate
powers
shall
be
exercised
by
or
29
under
the
authority
of
the
board
of
directors,
and
the
business
30
and
affairs
of
the
corporation
shall
be
managed
by
or
under
31
the
direction,
and
subject
to
the
oversight,
of
the
board
of
32
directors.
33
Sec.
88.
Section
490.802,
Code
2020,
is
amended
by
striking
34
the
section
and
inserting
in
lieu
thereof
the
following:
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490.802
Qualifications
of
directors.
1
1.
The
articles
of
incorporation
or
bylaws
may
prescribe
2
qualifications
for
directors
or
for
nominees
for
directors.
3
Qualifications
must
be
reasonable
as
applied
to
the
corporation
4
and
be
lawful.
5
2.
A
requirement
that
is
based
on
a
past,
prospective,
6
or
current
action,
or
expression
of
opinion,
by
a
nominee
7
or
director
that
could
limit
the
ability
of
a
nominee
or
8
director
to
discharge
his
or
her
duties
as
a
director
is
not
a
9
permissible
qualification
under
this
section.
Notwithstanding
10
the
foregoing,
qualifications
may
include
not
being
or
having
11
been
subject
to
specified
criminal,
civil,
or
regulatory
12
sanctions
or
not
having
been
removed
as
a
director
by
judicial
13
action
or
for
cause.
14
3.
A
director
need
not
be
a
resident
of
this
state
or
a
15
shareholder
unless
the
articles
of
incorporation
or
bylaws
so
16
prescribe.
17
4.
A
qualification
for
nomination
for
director
prescribed
18
before
a
person’s
nomination
shall
apply
to
such
person
at
19
the
time
of
nomination.
A
qualification
for
nomination
for
20
director
prescribed
after
a
person’s
nomination
shall
not
apply
21
to
such
person
with
respect
to
such
nomination.
22
5.
A
qualification
for
director
prescribed
before
a
23
director
has
been
elected
or
appointed
may
apply
only
at
the
24
time
an
individual
becomes
a
director
or
may
apply
during
a
25
director’s
term.
A
qualification
prescribed
after
a
director
26
has
been
elected
or
appointed
shall
not
apply
to
that
director
27
before
the
end
of
that
director’s
term.
28
Sec.
89.
Section
490.803,
Code
2020,
is
amended
by
striking
29
the
section
and
inserting
in
lieu
thereof
the
following:
30
490.803
Number
and
election
of
directors.
31
1.
A
board
of
directors
shall
consist
of
one
or
more
32
individuals,
with
the
number
specified
in
or
fixed
in
33
accordance
with
the
articles
of
incorporation
or
bylaws.
34
2.
a.
The
number
of
directors
may
be
increased
or
decreased
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from
time
to
time
by
amendment
to,
or
in
the
manner
provided
1
in,
the
articles
of
incorporation
or
bylaws.
2
b.
(1)
Notwithstanding
paragraph
“a”
,
the
number
of
3
directors
of
a
public
corporation
subject
to
section
490.806A,
4
subsection
1,
or
section
490.806B,
shall
be
increased
or
5
decreased
only
by
the
affirmative
vote
of
a
majority
of
its
6
board
of
directors.
7
(2)
This
paragraph
“b”
is
repealed
on
January
1,
2022.
8
3.
a.
Directors
are
elected
at
the
first
annual
shareholders’
9
meeting
and
at
each
annual
shareholders’
meeting
thereafter
10
unless
elected
by
written
consent
in
lieu
of
an
annual
meeting
11
as
permitted
by
section
490.704
or
unless
their
terms
are
12
staggered
under
section
490.806.
13
b.
(1)
Notwithstanding
paragraph
“a”
,
for
a
public
14
corporation
subject
to
section
490.806A,
subsection
1,
or
15
section
490.806B,
a
director’s
term
shall
be
staggered
as
16
provided
in
section
490.806A,
subsection
1,
or
may
be
staggered
17
as
provided
in
section
490.806B.
18
(2)
This
paragraph
“b”
is
repealed
on
January
1,
2022.
19
Sec.
90.
Section
490.804,
Code
2020,
is
amended
by
striking
20
the
section
and
inserting
in
lieu
thereof
the
following:
21
490.804
Election
of
directors
by
certain
classes
of
series
22
of
shares.
23
If
the
articles
of
incorporation
or
action
by
the
board
of
24
directors
pursuant
to
section
490.602
authorize
dividing
the
25
shares
into
classes
or
series,
the
articles
of
incorporation
26
may
also
authorize
the
election
of
all
or
a
specified
number
27
of
directors
by
the
holders
of
one
or
more
authorized
classes
28
or
series
of
shares.
A
class
or
series,
or
multiple
classes
29
or
series,
of
shares
entitled
to
elect
one
or
more
directors
30
is
a
separate
voting
group
for
purposes
of
the
election
of
31
directors.
32
Sec.
91.
Section
490.805,
Code
2020,
is
amended
by
striking
33
the
section
and
inserting
in
lieu
thereof
the
following:
34
490.805
Terms
of
directors
generally.
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1.
The
terms
of
the
initial
directors
of
a
corporation
1
expire
at
the
first
shareholders’
meeting
at
which
directors
2
are
elected.
3
2.
a.
The
terms
of
all
other
directors
expire
at
the
4
next,
or
if
their
terms
are
staggered
in
accordance
with
5
section
490.806,
at
the
applicable
second
or
third,
annual
6
shareholders’
meeting
following
their
election.
7
b.
Paragraph
“a”
does
not
apply
in
any
of
the
following
8
circumstances:
9
(1)
To
the
extent
provided
in
section
490.1022
if
a
bylaw
10
electing
to
be
governed
by
that
section
is
in
effect.
11
(2)
A
shorter
term
is
specified
in
the
articles
of
12
incorporation
in
the
event
of
a
director
nominee
failing
to
13
receive
a
specified
vote
for
election.
14
c.
(1)
Notwithstanding
paragraph
“a”
,
for
a
public
15
corporation
subject
to
section
490.806A,
subsection
1,
or
16
section
490.806B,
the
terms
of
directors
shall
be
staggered
as
17
provided
in
section
490.806A,
subsection
1,
or
may
be
staggered
18
as
provided
in
section
490.806B.
19
(2)
This
paragraph
“c”
is
repealed
on
January
1,
2022.
20
3.
A
decrease
in
the
number
of
directors
does
not
shorten
21
an
incumbent
director’s
term.
22
4.
a.
The
term
of
a
director
elected
to
fill
a
vacancy
23
expires
at
the
next
shareholders’
meeting
at
which
directors
24
are
elected.
25
b.
(1)
Notwithstanding
paragraph
“a”
,
for
a
public
26
corporation
subject
to
section
490.806A,
subsection
1,
or
27
section
490.806B,
the
term
of
a
director
elected
to
fill
a
28
vacancy
expires
as
provided
in
section
490.806A,
subsection
1,
29
or
section
490.806B.
30
(2)
This
paragraph
“b”
is
repealed
on
January
1,
2022.
31
5.
Except
to
the
extent
otherwise
provided
in
the
articles
32
of
incorporation
or
under
section
490.1022,
if
a
bylaw
electing
33
to
be
governed
by
that
section
is
in
effect,
despite
the
34
expiration
of
a
director’s
term,
the
director
continues
to
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serve
until
the
director’s
successor
is
elected
and
qualifies
1
or
there
is
a
decrease
in
the
number
of
directors.
2
Sec.
92.
Section
490.806,
Code
2020,
is
amended
by
striking
3
the
section
and
inserting
in
lieu
thereof
the
following:
4
490.806
Staggered
terms
for
directors.
5
1.
The
articles
of
incorporation
may
provide
for
staggering
6
the
terms
of
directors
by
dividing
the
total
number
of
7
directors
into
two
or
three
groups,
with
each
group
containing
8
one-half
or
one-third
of
the
total,
as
near
as
may
be
9
practicable.
In
that
event,
the
terms
of
directors
in
the
10
first
group
expire
at
the
first
annual
shareholders’
meeting
11
after
their
election,
the
terms
of
the
second
group
expire
at
12
the
second
annual
shareholders’
meeting
after
their
election,
13
and
the
terms
of
the
third
group,
if
any,
expire
at
the
third
14
annual
shareholders’
meeting
after
their
election.
At
each
15
annual
shareholders’
meeting
held
thereafter,
directors
shall
16
be
elected
for
a
term
of
two
years
or
three
years,
as
the
case
17
may
be,
to
succeed
those
whose
terms
expire.
18
2.
a.
Subsection
1
does
not
apply
to
a
public
corporation
19
that
is
subject
to
section
490.806A,
subsection
1,
but
may
20
apply
to
a
public
corporation
that
is
subject
to
section
21
490.806B.
22
b.
This
subsection
is
repealed
on
January
1,
2022.
23
Sec.
93.
Section
490.807,
Code
2020,
is
amended
by
striking
24
the
section
and
inserting
in
lieu
thereof
the
following:
25
490.807
Resignation
of
directors.
26
1.
A
director
may
resign
at
any
time
by
delivering
a
written
27
notice
of
resignation
to
the
board
of
directors
or
its
chair,
28
or
to
the
secretary.
29
2.
A
resignation
is
effective
as
provided
in
section
30
490.141,
subsection
9,
unless
the
resignation
provides
for
a
31
delayed
effectiveness,
including
effectiveness
determined
upon
32
a
future
event
or
events.
A
resignation
that
is
conditioned
33
upon
failing
to
receive
a
specified
vote
for
election
as
a
34
director
may
provide
that
it
is
irrevocable.
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Sec.
94.
Section
490.808,
Code
2020,
is
amended
by
striking
1
the
section
and
inserting
in
lieu
thereof
the
following:
2
490.808
Removal
of
directors
by
shareholders.
3
1.
The
shareholders
may
remove
one
or
more
directors
with
or
4
without
cause
unless
the
articles
of
incorporation
provide
that
5
directors
may
be
removed
only
for
cause.
6
2.
If
a
director
is
elected
by
a
voting
group
of
7
shareholders,
only
the
shareholders
of
that
voting
group
may
8
participate
in
the
vote
to
remove
that
director.
9
3.
A
director
may
be
removed
if
the
number
of
votes
cast
10
to
remove
exceeds
the
number
of
votes
cast
not
to
remove
the
11
director,
except
to
the
extent
the
articles
of
incorporation
12
or
bylaws
require
a
greater
number.
However,
if
cumulative
13
voting
is
authorized,
a
director
shall
not
be
removed
if,
in
14
the
case
of
a
meeting,
the
number
of
votes
sufficient
to
elect
15
the
director
under
cumulative
voting
is
voted
against
removal
16
and,
if
action
is
taken
by
less
than
unanimous
written
consent,
17
voting
shareholders
entitled
to
the
number
of
votes
sufficient
18
to
elect
the
director
under
cumulative
voting
do
not
consent
19
to
the
removal.
20
4.
A
director
may
be
removed
by
the
shareholders
only
at
a
21
meeting
called
for
the
purpose
of
removing
the
director,
and
22
the
meeting
notice
must
state
that
removal
of
the
director
is
a
23
purpose
of
the
meeting.
24
Sec.
95.
Section
490.809,
Code
2020,
is
amended
by
striking
25
the
section
and
inserting
in
lieu
thereof
the
following:
26
490.809
Removal
of
directors
by
judicial
proceeding.
27
1.
The
district
court
of
the
county
where
a
corporation’s
28
principal
office
or,
if
none
in
this
state,
its
registered
29
office,
is
located
may
remove
a
director
from
office
or
30
may
order
other
relief,
including
barring
the
director
31
from
reelection
for
a
period
prescribed
by
the
court,
in
a
32
proceeding
commenced
by
or
in
the
right
of
the
corporation
if
33
the
court
finds
that
all
of
the
following
apply:
34
a.
The
director
engaged
in
fraudulent
conduct
with
respect
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to
the
corporation
or
its
shareholders,
grossly
abused
the
1
position
of
director,
or
intentionally
inflicted
harm
on
the
2
corporation.
3
b.
Considering
the
director’s
course
of
conduct
and
the
4
inadequacy
of
other
available
remedies,
removal
or
such
other
5
relief
would
be
in
the
best
interest
of
the
corporation.
6
2.
A
shareholder
proceeding
on
behalf
of
the
corporation
7
under
subsection
1
shall
comply
with
all
of
the
requirements
of
8
subchapter
VII,
part
D,
except
section
490.741,
subsection
1.
9
Sec.
96.
Section
490.810,
Code
2020,
is
amended
by
striking
10
the
section
and
inserting
in
lieu
thereof
the
following:
11
490.810
Vacancy
on
board
of
directors.
12
1.
Unless
the
articles
of
incorporation
provide
otherwise,
13
if
a
vacancy
occurs
on
a
board
of
directors,
including
a
14
vacancy
resulting
from
an
increase
in
the
number
of
directors,
15
the
vacancy
may
be
filled
in
any
of
the
following
manners:
16
a.
The
shareholders
may
fill
the
vacancy.
17
b.
The
board
of
directors
may
fill
the
vacancy.
18
c.
If
the
directors
remaining
in
office
are
less
than
a
19
quorum,
they
may
fill
the
vacancy
by
the
affirmative
vote
of
a
20
majority
of
all
the
directors
remaining
in
office.
21
1A.
a.
For
a
public
corporation
subject
to
section
22
490.806A,
subsection
1,
or
section
490.806B,
a
vacancy
on
the
23
board
of
directors,
including
but
not
limited
to
a
vacancy
24
resulting
from
an
increase
in
the
number
of
directors,
shall
25
be
filled
solely
by
the
affirmative
vote
of
a
majority
of
the
26
remaining
directors,
even
though
less
than
a
quorum
of
the
27
board.
28
b.
This
subsection
is
repealed
on
January
1,
2022.
29
2.
If
the
vacant
office
was
held
by
a
director
elected
by
30
a
voting
group
of
shareholders,
only
the
holders
of
shares
of
31
that
voting
group
are
entitled
to
vote
to
fill
the
vacancy
32
if
it
is
filled
by
the
shareholders,
and
only
the
remaining
33
directors
elected
by
that
voting
group,
even
if
less
than
a
34
quorum,
are
entitled
to
fill
the
vacancy
if
it
is
filled
by
the
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directors.
1
3.
A
vacancy
that
will
occur
at
a
specific
later
date,
by
2
reason
of
a
resignation
effective
at
a
later
date
under
section
3
490.807,
subsection
2,
or
otherwise,
may
be
filled
before
the
4
vacancy
occurs
but
the
new
director
shall
not
take
office
until
5
the
vacancy
occurs.
6
Sec.
97.
Section
490.820,
Code
2020,
is
amended
by
striking
7
the
section
and
inserting
in
lieu
thereof
the
following:
8
490.820
Meetings.
9
1.
The
board
of
directors
may
hold
regular
or
special
10
meetings
in
or
out
of
this
state.
11
2.
Unless
restricted
by
the
articles
of
incorporation
12
or
bylaws,
any
director
may
participate
in
any
meeting
13
of
the
board
of
directors
through
the
use
of
any
means
of
14
communication
by
which
all
directors
participating
may
15
simultaneously
hear
each
other
during
the
meeting.
A
director
16
participating
in
a
meeting
by
this
means
is
deemed
to
be
17
present
in
person
at
the
meeting.
18
Sec.
98.
Section
490.821,
Code
2020,
is
amended
by
striking
19
the
section
and
inserting
in
lieu
thereof
the
following:
20
490.821
Action
without
meeting.
21
1.
Except
to
the
extent
that
the
articles
of
incorporation
22
or
bylaws
require
that
action
by
the
board
of
directors
be
23
taken
at
a
meeting,
action
required
or
permitted
by
this
24
chapter
to
be
taken
by
the
board
of
directors
may
be
taken
25
without
a
meeting
if
each
director
signs
a
consent
describing
26
the
action
to
be
taken
and
delivers
it
to
the
corporation.
27
2.
Action
taken
under
this
section
is
the
act
of
the
board
28
of
directors
when
one
or
more
consents
signed
by
all
the
29
directors
are
delivered
to
the
corporation.
The
consent
may
30
specify
the
time
at
which
the
action
taken
is
to
be
effective.
31
A
director’s
consent
may
be
withdrawn
by
a
revocation
signed
by
32
the
director
and
delivered
to
the
corporation
before
delivery
33
to
the
corporation
of
unrevoked
written
consents
signed
by
all
34
the
directors.
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3.
A
consent
signed
under
this
section
has
the
effect
of
1
action
taken
at
a
meeting
of
the
board
of
directors
and
may
be
2
described
as
such
in
any
document.
3
Sec.
99.
Section
490.822,
Code
2020,
is
amended
by
striking
4
the
section
and
inserting
in
lieu
thereof
the
following:
5
490.822
Notice
of
meeting.
6
1.
Unless
the
articles
of
incorporation
or
bylaws
provide
7
otherwise,
regular
meetings
of
the
board
of
directors
may
be
8
held
without
notice
of
the
date,
time,
place,
or
purpose
of
the
9
meeting.
10
2.
Unless
the
articles
of
incorporation
or
bylaws
provide
11
for
a
longer
or
shorter
period,
special
meetings
of
the
board
12
of
directors
shall
be
preceded
by
at
least
two
days’
notice
of
13
the
date,
time,
and
place
of
the
meeting.
The
notice
need
not
14
describe
the
purpose
of
the
special
meeting
unless
required
by
15
the
articles
of
incorporation
or
bylaws.
16
Sec.
100.
Section
490.823,
Code
2020,
is
amended
by
striking
17
the
section
and
inserting
in
lieu
thereof
the
following:
18
490.823
Waiver
of
notice.
19
1.
A
director
may
waive
any
notice
required
by
this
chapter,
20
the
articles
of
incorporation,
or
the
bylaws
before
or
after
21
the
date
and
time
stated
in
the
notice.
Except
as
provided
22
by
subsection
2,
the
waiver
must
be
in
writing,
signed
by
23
the
director
entitled
to
the
notice,
and
delivered
to
the
24
corporation
for
filing
by
the
corporation
with
the
minutes
or
25
corporate
records.
26
2.
A
director’s
attendance
at
or
participation
in
a
meeting
27
waives
any
required
notice
to
the
director
of
the
meeting
28
unless
all
of
the
following
apply:
29
a.
The
director
at
the
beginning
of
the
meeting,
or
promptly
30
upon
arrival,
objects
to
holding
the
meeting
or
transacting
31
business
at
the
meeting.
32
b.
The
director
does
not,
after
objecting,
vote
for
or
33
assent
to
action
taken
at
the
meeting.
34
Sec.
101.
Section
490.824,
Code
2020,
is
amended
by
striking
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the
section
and
inserting
in
lieu
thereof
the
following:
1
490.824
Quorum
and
voting.
2
1.
Unless
the
articles
of
incorporation
or
bylaws
provide
3
for
a
greater
or
lesser
number,
or
unless
otherwise
expressly
4
provided
in
this
chapter,
a
quorum
of
a
board
of
directors
5
consists
of
a
majority
of
the
number
of
directors
specified
in
6
or
fixed
in
accordance
with
the
articles
of
incorporation
or
7
bylaws.
8
2.
The
quorum
of
the
board
of
directors
specified
in
9
or
fixed
in
accordance
with
the
articles
of
incorporation
10
or
bylaws
shall
not
consist
of
less
than
one-third
of
the
11
specified
or
fixed
number
of
directors.
12
3.
If
a
quorum
is
present
when
a
vote
is
taken,
the
13
affirmative
vote
of
a
majority
of
directors
present
is
the
act
14
of
the
board
of
directors
unless
the
articles
of
incorporation
15
or
bylaws
require
the
vote
of
a
greater
number
of
directors
or
16
unless
otherwise
expressly
provided
in
this
chapter.
17
4.
a.
A
director
who
is
present
at
a
meeting
of
the
board
18
of
directors
or
a
committee
when
corporate
action
is
taken
is
19
deemed
to
have
assented
to
the
action
taken
unless
one
or
more
20
of
the
following
occurs:
21
(1)
The
director
objects
at
the
beginning
of
the
meeting,
or
22
promptly
upon
arrival,
to
holding
it
or
transacting
business
23
at
the
meeting.
24
(2)
The
dissent
or
abstention
from
the
action
taken
is
25
entered
in
the
minutes
of
the
meeting.
26
(3)
The
director
delivers
written
notice
of
the
director’s
27
dissent
or
abstention
to
the
presiding
officer
of
the
meeting
28
before
its
adjournment
or
to
the
corporation
immediately
after
29
adjournment
of
the
meeting.
30
b.
The
right
of
dissent
or
abstention
is
not
available
to
a
31
director
who
votes
in
favor
of
the
action
taken.
32
Sec.
102.
Section
490.825,
Code
2020,
is
amended
by
striking
33
the
section
and
inserting
in
lieu
thereof
the
following:
34
490.825
Committees
of
the
board.
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1.
Unless
this
chapter,
the
articles
of
incorporation,
1
or
the
bylaws
provide
otherwise,
a
board
of
directors
may
2
establish
one
or
more
board
committees
composed
exclusively
3
of
one
or
more
directors
to
perform
functions
of
the
board
of
4
directors.
5
2.
a.
The
establishment
of
a
board
committee
and
6
appointment
of
members
to
it
shall
be
approved
by
the
greater
7
of
the
following:
8
(1)
A
majority
of
all
the
directors
in
office
when
the
9
action
is
taken.
10
(2)
The
number
of
directors
required
by
the
articles
of
11
incorporation
or
bylaws
to
take
action
under
section
490.824.
12
b.
Paragraph
“a”
applies
unless,
in
either
case,
this
13
chapter
or
the
articles
of
incorporation
provide
otherwise.
14
3.
Sections
490.820
through
490.824
apply
to
board
15
committees
and
their
members.
16
4.
A
board
committee
may
exercise
the
powers
of
the
board
17
of
directors
under
section
490.801,
to
the
extent
specified
by
18
the
board
of
directors
or
in
the
articles
of
incorporation
or
19
bylaws,
except
that
a
board
committee
shall
not
do
any
of
the
20
following:
21
a.
Authorize
or
approve
distributions,
except
according
to
22
a
formula
or
method,
or
within
limits,
prescribed
by
the
board
23
of
directors.
24
b.
Approve
or
propose
to
shareholders
action
that
this
25
chapter
requires
be
approved
by
shareholders.
26
c.
Fill
vacancies
on
the
board
of
directors
or,
subject
to
27
subsection
5,
on
any
board
committees.
28
d.
Adopt,
amend,
or
repeal
bylaws.
29
5.
The
board
of
directors
may
appoint
one
or
more
directors
30
as
alternate
members
of
any
board
committee
to
replace
any
31
absent
or
disqualified
member
during
the
member’s
absence
32
or
disqualification.
If
the
articles
of
incorporation,
the
33
bylaws,
or
the
resolution
creating
the
board
committee
so
34
provide,
the
member
or
members
present
at
any
board
committee
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meeting
and
not
disqualified
from
voting
may,
by
unanimous
1
action,
appoint
another
director
to
act
in
place
of
an
absent
2
or
disqualified
member
during
that
member’s
absence
or
3
disqualification.
4
Sec.
103.
Section
490.830,
Code
2020,
is
amended
by
striking
5
the
section
and
inserting
in
lieu
thereof
the
following:
6
490.830
Standards
of
conduct
for
directors.
7
1.
Each
member
of
the
board
of
directors,
when
discharging
8
the
duties
of
a
director,
shall
act
in
conformity
with
all
of
9
the
following:
10
a.
In
good
faith.
11
b.
In
a
manner
the
director
reasonably
believes
to
be
in
the
12
best
interests
of
the
corporation.
13
2.
The
members
of
the
board
of
directors
or
a
board
14
committee,
when
becoming
informed
in
connection
with
their
15
decision-making
function
or
devoting
attention
to
their
16
oversight
function,
shall
discharge
their
duties
with
the
care
17
that
a
person
in
a
like
position
would
reasonably
believe
18
appropriate
under
similar
circumstances.
19
3.
In
discharging
board
or
board
committee
duties,
a
20
director
shall
disclose,
or
cause
to
be
disclosed,
to
the
other
21
board
or
committee
members
information
which
the
director
22
knows
is
not
already
known
by
them
but
known
by
the
director
23
to
be
material
to
the
discharge
of
their
decision-making
or
24
oversight
functions,
except
that
disclosure
is
not
required
to
25
the
extent
that
the
director
reasonably
believes
that
doing
so
26
would
violate
a
duty
imposed
under
law,
a
legally
enforceable
27
obligation
of
confidentiality,
or
a
professional
ethics
rule.
28
4.
In
discharging
board
or
board
committee
duties,
a
29
director
who
does
not
have
knowledge
that
makes
reliance
30
unwarranted
is
entitled
to
rely
on
the
performance
by
any
of
31
the
persons
specified
in
subsection
6,
paragraph
“a”
or
“c”
,
to
32
whom
the
board
may
have
delegated,
formally
or
informally
by
33
course
of
conduct,
the
authority
or
duty
to
perform
one
or
more
34
of
the
board’s
functions
that
are
delegable
under
applicable
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law.
1
5.
In
discharging
board
or
board
committee
duties,
a
2
director
who
does
not
have
knowledge
that
makes
reliance
3
unwarranted
is
entitled
to
rely
on
information,
opinions,
4
reports,
or
statements,
including
financial
statements
and
5
other
financial
data,
prepared
or
presented
by
any
of
the
6
persons
specified
in
subsection
6.
7
6.
A
director
is
entitled
to
rely,
in
accordance
with
8
subsection
4
or
5,
on
any
of
the
following:
9
a.
One
or
more
officers
or
employees
of
the
corporation
whom
10
the
director
reasonably
believes
to
be
reliable
and
competent
11
in
the
functions
performed
or
the
information,
opinions,
12
reports,
or
statements
provided.
13
b.
Legal
counsel,
public
accountants,
or
other
persons
14
retained
by
the
corporation
as
to
matters
involving
skills
15
or
expertise
the
director
reasonably
believes
are
any
of
the
16
following:
17
(1)
Matters
within
the
particular
person’s
professional
or
18
expert
competence.
19
(2)
Matters
as
to
which
the
particular
person
merits
20
confidence.
21
c.
A
board
committee
of
which
the
director
is
not
a
member
22
if
the
director
reasonably
believes
the
committee
merits
23
confidence.
24
Sec.
104.
Section
490.831,
Code
2020,
is
amended
by
striking
25
the
section
and
inserting
in
lieu
thereof
the
following:
26
490.831
Standards
of
liability
for
directors.
27
1.
A
director
shall
not
be
liable
to
the
corporation
or
its
28
shareholders
for
any
decision
to
take
or
not
to
take
action,
29
or
any
failure
to
take
any
action,
as
a
director,
unless
the
30
party
asserting
liability
in
a
proceeding
establishes
all
of
31
the
following:
32
a.
No
defense
interposed
by
the
director
based
on
any
of
the
33
following
precludes
liability:
34
(1)
A
provision
in
the
articles
of
incorporation
authorized
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by
section
490.202,
subsection
2,
paragraph
“d”
or
“f”
.
1
(2)
The
protection
afforded
by
section
490.861
for
action
2
taken
in
compliance
with
section
490.862
or
section
490.863.
3
(3)
The
protection
afforded
by
section
490.870.
4
b.
That
the
challenged
conduct
consisted
or
was
the
result
5
of
any
of
the
following:
6
(1)
Action
not
in
good
faith.
7
(2)
A
decision
that
satisfies
any
of
the
following:
8
(a)
That
which
the
director
did
not
reasonably
believe
to
be
9
in
the
best
interests
of
the
corporation.
10
(b)
As
to
which
the
director
was
not
informed
to
an
11
extent
the
director
reasonably
believed
appropriate
in
the
12
circumstances.
13
(3)
A
lack
of
objectivity
due
to
the
director’s
familial,
14
financial,
or
business
relationship
with,
or
a
lack
of
15
independence
due
to
the
director’s
domination
or
control
by,
16
another
person
having
a
material
interest
in
the
challenged
17
conduct,
which
also
meets
all
of
the
following
criteria:
18
(a)
Which
relationship
or
which
domination
or
control
could
19
reasonably
be
expected
to
have
affected
the
director’s
judgment
20
respecting
the
challenged
conduct
in
a
manner
adverse
to
the
21
corporation.
22
(b)
After
a
reasonable
expectation
to
such
effect
has
been
23
established,
the
director
shall
not
have
established
that
the
24
challenged
conduct
was
reasonably
believed
by
the
director
to
25
be
in
the
best
interests
of
the
corporation.
26
(4)
A
sustained
failure
of
the
director
to
devote
attention
27
to
ongoing
oversight
of
the
business
and
affairs
of
the
28
corporation,
or
a
failure
to
devote
timely
attention,
by
29
making,
or
causing
to
be
made,
appropriate
inquiry,
when
30
particular
facts
and
circumstances
of
significant
concern
31
materialize
that
would
alert
a
reasonably
attentive
director
32
to
the
need
for
such
inquiry.
33
(5)
Receipt
of
a
financial
benefit
to
which
the
director
was
34
not
entitled
or
any
other
breach
of
the
director’s
duties
to
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deal
fairly
with
the
corporation
and
its
shareholders
that
is
1
actionable
under
applicable
law.
2
2.
a.
The
party
seeking
to
hold
the
director
liable
for
3
money
damages
shall
also
have
the
burden
of
establishing
all
4
of
the
following:
5
(1)
That
harm
to
the
corporation
or
its
shareholders
has
6
been
suffered.
7
(2)
The
harm
suffered
was
proximately
caused
by
the
8
director’s
challenged
conduct.
9
b.
A
party
seeking
to
hold
the
director
liable
for
other
10
money
payment
under
a
legal
remedy,
such
as
compensation
for
11
the
unauthorized
use
of
corporate
assets,
shall
also
have
12
whatever
persuasion
burden
may
be
called
for
to
establish
that
13
the
payment
sought
is
appropriate
in
the
circumstances.
14
c.
A
party
seeking
to
hold
the
director
liable
for
other
15
money
payment
under
an
equitable
remedy,
such
as
profit
16
recovery
by
or
disgorgement
to
the
corporation,
shall
also
17
have
whatever
persuasion
burden
may
be
called
for
to
establish
18
that
the
equitable
remedy
sought
is
appropriate
in
the
19
circumstances.
20
3.
This
section
shall
not
do
any
of
the
following:
21
a.
In
any
instance
where
fairness
is
at
issue,
such
22
as
consideration
of
the
fairness
of
a
transaction
to
the
23
corporation
under
section
490.861,
subsection
2,
paragraph
24
“c”
,
alter
the
burden
of
proving
the
fact
or
lack
of
fairness
25
otherwise
applicable.
26
b.
Alter
the
fact
or
lack
of
liability
of
a
director
27
under
another
section
of
this
chapter,
such
as
the
provisions
28
governing
the
consequences
of
an
unlawful
distribution
under
29
section
490.833
or
a
transactional
interest
under
section
30
490.861.
31
c.
Affect
any
rights
to
which
the
corporation
or
a
32
shareholder
may
be
entitled
under
another
statute
of
this
state
33
or
the
United
States.
34
Sec.
105.
Section
490.833,
Code
2020,
is
amended
by
striking
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the
section
and
inserting
in
lieu
thereof
the
following:
1
490.833
Directors’
liability
for
unlawful
distributions.
2
1.
A
director
who
votes
for
or
assents
to
a
distribution
in
3
excess
of
what
may
be
authorized
and
made
pursuant
to
section
4
490.640,
subsection
1,
or
section
490.1409,
subsection
1,
is
5
personally
liable
to
the
corporation
for
the
amount
of
the
6
distribution
that
exceeds
what
could
have
been
distributed
7
without
violating
section
490.640,
subsection
1,
or
section
8
490.1409,
subsection
1,
if
the
party
asserting
liability
9
establishes
that
when
taking
the
action
the
director
did
not
10
comply
with
section
490.830.
11
2.
A
director
held
liable
under
subsection
1
for
an
unlawful
12
distribution
is
entitled
to
all
of
the
following:
13
a.
Contribution
from
every
other
director
who
could
be
held
14
liable
under
subsection
1
for
the
unlawful
distribution.
15
b.
Recoupment
from
each
shareholder
of
the
prorata
portion
16
of
the
amount
of
the
unlawful
distribution
the
shareholder
17
accepted,
knowing
the
distribution
was
made
in
violation
of
18
section
490.640,
subsection
1,
or
section
490.1409,
subsection
19
1.
20
3.
a.
A
proceeding
to
enforce
the
liability
of
a
director
21
under
subsection
1
is
barred
unless
it
is
commenced
within
two
22
years
after
any
of
the
following:
23
(1)
The
date
on
which
the
effect
of
the
distribution
was
24
measured
under
section
490.640,
subsection
5
or
8.
25
(2)
The
date
as
of
which
the
violation
of
section
490.640,
26
subsection
1,
occurred
as
the
consequence
of
disregard
of
a
27
restriction
in
the
articles
of
incorporation.
28
(3)
The
date
on
which
the
distribution
of
assets
to
29
shareholders
under
section
490.1409,
subsection
1,
was
made.
30
b.
A
proceeding
to
enforce
contribution
or
recoupment
31
under
subsection
2
is
barred
unless
it
is
commenced
within
32
one
year
after
the
liability
of
the
claimant
has
been
finally
33
adjudicated
under
subsection
1.
34
Sec.
106.
Section
490.840,
Code
2020,
is
amended
by
striking
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the
section
and
inserting
in
lieu
thereof
the
following:
1
490.840
Officers.
2
1.
A
corporation
has
the
officers
described
in
its
bylaws
3
or
appointed
by
the
board
of
directors
in
accordance
with
the
4
bylaws.
5
2.
The
board
of
directors
may
elect
individuals
to
fill
one
6
or
more
offices
of
the
corporation.
An
officer
may
appoint
one
7
or
more
officers
if
authorized
by
the
bylaws
or
the
board
of
8
directors.
9
3.
The
bylaws
or
the
board
of
directors
shall
assign
to
an
10
officer
responsibility
for
maintaining
and
authenticating
the
11
records
of
the
corporation
required
to
be
kept
under
section
12
490.1601,
subsection
1.
13
4.
The
same
individual
may
simultaneously
hold
more
than
one
14
office
in
a
corporation.
15
Sec.
107.
Section
490.842,
Code
2020,
is
amended
by
striking
16
the
section
and
inserting
in
lieu
thereof
the
following:
17
490.842
Standards
of
conduct
for
officers.
18
1.
An
officer,
when
performing
in
such
capacity,
has
the
19
duty
to
act
in
conformity
with
all
of
the
following:
20
a.
In
good
faith.
21
b.
With
the
care
that
a
person
in
a
like
position
would
22
reasonably
exercise
under
similar
circumstances.
23
c.
In
a
manner
the
officer
reasonably
believes
to
be
in
the
24
best
interests
of
the
corporation.
25
2.
The
duty
of
an
officer
includes
the
obligation
to
do
all
26
of
the
following:
27
a.
Inform
the
superior
officer
to
whom,
or
the
board
of
28
directors
or
the
board
committee
to
which,
the
officer
reports
29
of
information
about
the
affairs
of
the
corporation
known
to
30
the
officer,
within
the
scope
of
the
officer’s
functions,
and
31
known
to
the
officer
to
be
material
to
such
superior
officer,
32
board,
or
committee.
33
b.
Inform
the
officer’s
superior
officer,
or
another
34
appropriate
person
within
the
corporation,
or
the
board
of
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directors,
or
a
board
committee,
of
any
actual
or
probable
1
material
violation
of
law
involving
the
corporation
or
material
2
breach
of
duty
to
the
corporation
by
an
officer,
employee,
3
or
agent
of
the
corporation,
that
the
officer
believes
has
4
occurred
or
is
likely
to
occur.
5
3.
In
discharging
the
officer’s
duties,
an
officer
who
does
6
not
have
knowledge
that
makes
reliance
unwarranted
is
entitled
7
to
rely
on
any
of
the
following:
8
a.
The
performance
of
properly
delegated
responsibilities
9
by
one
or
more
employees
of
the
corporation
whom
the
officer
10
reasonably
believes
to
be
reliable
and
competent
in
performing
11
the
responsibilities
delegated.
12
b.
Information,
opinions,
reports,
or
statements,
including
13
financial
statements
and
other
financial
data,
prepared
or
14
presented
by
one
or
more
employees
of
the
corporation
whom
the
15
officer
reasonably
believes
to
be
reliable
and
competent
in
16
the
matters
presented
or
by
legal
counsel,
public
accountants,
17
or
other
persons
retained
by
the
corporation
as
to
matters
18
involving
skills
or
expertise
the
officer
reasonably
believes
19
are
any
of
the
following:
20
(1)
Matters
within
the
particular
person’s
professional
or
21
expert
competence.
22
(2)
Matters
as
to
which
the
particular
person
merits
23
confidence.
24
4.
An
officer
shall
not
be
liable
to
the
corporation
or
its
25
shareholders
for
any
decision
to
take
or
not
to
take
action,
26
or
any
failure
to
take
any
action,
as
an
officer,
if
the
duties
27
of
the
office
are
performed
in
compliance
with
this
section.
28
Whether
an
officer
who
does
not
comply
with
this
section
shall
29
have
liability
will
depend
in
such
instance
on
applicable
30
law,
including
those
principles
of
section
490.831
that
have
31
relevance.
32
Sec.
108.
Section
490.843,
Code
2020,
is
amended
by
striking
33
the
section
and
inserting
in
lieu
thereof
the
following:
34
490.843
Resignation
and
removal
of
officers.
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1.
An
officer
may
resign
at
any
time
by
delivering
a
1
written
notice
to
the
board
of
directors,
or
its
chair,
or
to
2
the
appointing
officer
or
the
secretary.
A
resignation
is
3
effective
as
provided
in
section
490.141,
subsection
9,
unless
4
the
notice
provides
for
a
delayed
effectiveness,
including
5
effectiveness
determined
upon
a
future
event
or
events.
If
6
effectiveness
of
a
resignation
is
stated
to
be
delayed
and
the
7
board
of
directors
or
the
appointing
officer
accepts
the
delay,
8
the
board
of
directors
or
the
appointing
officer
may
fill
the
9
pending
vacancy
before
the
delayed
effectiveness
but
the
new
10
officer
shall
not
take
office
until
the
vacancy
occurs.
11
2.
An
officer
may
be
removed
at
any
time
with
or
without
12
cause
by
any
of
the
following:
13
a.
The
board
of
directors.
14
b.
The
appointing
officer,
unless
the
bylaws
or
the
board
15
of
directors
provide
otherwise.
16
c.
Any
other
officer
if
authorized
by
the
bylaws
or
the
17
board
of
directors.
18
3.
As
used
in
this
section,
“appointing
officer”
means
the
19
officer,
including
any
successor
to
that
officer,
who
appointed
20
the
officer
resigning
or
being
removed.
21
Sec.
109.
Section
490.844,
Code
2020,
is
amended
by
striking
22
the
section
and
inserting
in
lieu
thereof
the
following:
23
490.844
Contract
rights
of
officers.
24
1.
The
election
or
appointment
of
an
officer
does
not
itself
25
create
contract
rights.
26
2.
An
officer’s
removal
does
not
affect
the
officer’s
27
contract
rights,
if
any,
with
the
corporation.
An
officer’s
28
resignation
does
not
affect
the
corporation’s
contract
rights,
29
if
any,
with
the
officer.
30
Sec.
110.
Section
490.850,
Code
2020,
is
amended
by
striking
31
the
section
and
inserting
in
lieu
thereof
the
following:
32
490.850
Part
definitions.
33
As
used
in
this
part:
34
1.
“Corporation”
includes
any
domestic
or
foreign
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predecessor
entity
of
a
corporation
in
a
merger.
1
2.
“Director”
or
“officer”
means
an
individual
who
is
or
2
was
a
director
or
officer,
respectively,
of
a
corporation
3
or
who,
while
a
director
or
officer
of
the
corporation,
is
4
or
was
serving
at
the
corporation’s
request
as
a
director,
5
officer,
manager,
partner,
trustee,
employee,
or
agent
of
6
another
entity
or
employee
benefit
plan.
A
director
or
7
officer
is
considered
to
be
serving
an
employee
benefit
plan
8
at
the
corporation’s
request
if
the
individual’s
duties
to
9
the
corporation
also
impose
duties
on,
or
otherwise
involve
10
services
by,
the
individual
to
the
plan
or
to
participants
in
11
or
beneficiaries
of
the
plan.
“Director”
or
“officer”
includes,
12
unless
the
context
requires
otherwise,
the
estate
or
personal
13
representative
of
a
director
or
officer.
14
3.
“Liability”
means
the
obligation
to
pay
a
judgment,
15
settlement,
penalty,
fine,
including
an
excise
tax
assessed
16
with
respect
to
an
employee
benefit
plan,
or
expenses
incurred
17
with
respect
to
a
proceeding.
18
4.
a.
“Official
capacity”
means
the
following:
19
(1)
When
used
with
respect
to
a
director,
the
office
of
20
director
in
a
corporation.
21
(2)
When
used
with
respect
to
an
officer,
as
contemplated
22
in
section
490.856,
the
office
in
a
corporation
held
by
the
23
officer.
24
b.
“Official
capacity”
does
not
include
service
for
any
25
other
domestic
or
foreign
corporation
or
any
joint
venture,
26
trust,
employee
benefit
plan,
or
other
entity.
27
5.
“Party”
means
an
individual
who
was,
is,
or
is
threatened
28
to
be
made
a
defendant
or
respondent
in
a
proceeding.
29
6.
“Proceeding”
means
any
threatened,
pending,
or
completed
30
action,
suit,
or
proceeding,
whether
civil,
criminal,
31
administrative,
arbitrative,
or
investigative
and
whether
32
formal
or
informal.
33
Sec.
111.
Section
490.851,
Code
2020,
is
amended
by
striking
34
the
section
and
inserting
in
lieu
thereof
the
following:
35
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490.851
Permissible
indemnification.
1
1.
Except
as
otherwise
provided
in
this
section,
a
2
corporation
may
indemnify
an
individual
who
is
a
party
to
3
a
proceeding
because
the
individual
is
a
director
against
4
liability
incurred
in
the
proceeding
if
any
of
the
following
5
apply:
6
a.
All
of
the
following
apply:
7
(1)
The
director’s
conduct
was
in
good
faith.
8
(2)
The
director
reasonably
believed:
9
(a)
In
the
case
of
conduct
in
an
official
capacity,
that
10
the
director’s
conduct
was
in
the
best
interests
of
the
11
corporation.
12
(b)
In
all
other
cases,
that
the
director’s
conduct
was
at
13
least
not
opposed
to
the
best
interests
of
the
corporation.
14
(3)
In
the
case
of
any
criminal
proceeding,
the
director
15
had
no
reasonable
cause
to
believe
the
director’s
conduct
was
16
unlawful.
17
b.
The
director
engaged
in
conduct
for
which
broader
18
indemnification
has
been
made
permissible
or
obligatory
under
a
19
provision
of
the
articles
of
incorporation,
as
authorized
by
20
section
490.202,
subsection
2,
paragraph
“e”
.
21
2.
A
director’s
conduct
with
respect
to
an
employee
benefit
22
plan
for
a
purpose
the
director
reasonably
believed
to
be
in
23
the
interests
of
the
participants
in,
and
the
beneficiaries
24
of,
the
plan
is
conduct
that
satisfies
the
requirement
of
25
subsection
1,
paragraph
“a”
,
subparagraph
(2),
subparagraph
26
division
(b).
27
3.
The
termination
of
a
proceeding
by
judgment,
order,
28
settlement,
or
conviction,
or
upon
a
plea
of
nolo
contendere
29
or
its
equivalent,
is
not,
of
itself,
determinative
that
30
the
director
did
not
meet
the
relevant
standard
of
conduct
31
described
in
this
section.
32
4.
Unless
ordered
by
a
court
under
section
490.854,
33
subsection
1,
paragraph
“c”
,
a
corporation
shall
not
indemnify
a
34
director
in
any
of
the
following
circumstances:
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a.
In
connection
with
a
proceeding
by
or
in
the
right
of
the
1
corporation,
except
for
expenses
incurred
in
connection
with
2
the
proceeding
if
it
is
determined
that
the
director
has
met
3
the
relevant
standard
of
conduct
under
subsection
1.
4
b.
In
connection
with
any
proceeding
with
respect
to
conduct
5
for
which
the
director
was
adjudged
liable
on
the
basis
of
6
receiving
a
financial
benefit
to
which
the
director
was
not
7
entitled,
regardless
of
whether
it
involved
action
in
the
8
director’s
official
capacity.
9
Sec.
112.
Section
490.852,
Code
2020,
is
amended
by
striking
10
the
section
and
inserting
in
lieu
thereof
the
following:
11
490.852
Mandatory
indemnification.
12
A
corporation
shall
indemnify
a
director
who
was
wholly
13
successful,
on
the
merits
or
otherwise,
in
the
defense
of
14
any
proceeding
to
which
the
director
was
a
party
because
the
15
director
is
or
was
a
director
of
the
corporation
against
16
expenses
incurred
by
the
director
in
connection
with
the
17
proceeding.
18
Sec.
113.
Section
490.853,
Code
2020,
is
amended
by
striking
19
the
section
and
inserting
in
lieu
thereof
the
following:
20
490.853
Advance
for
expenses.
21
1.
A
corporation
may,
before
final
disposition
of
a
22
proceeding,
advance
funds
to
pay
for
or
reimburse
expenses
23
incurred
in
connection
with
the
proceeding
by
an
individual
24
who
is
a
party
to
the
proceeding
because
that
individual
is
a
25
director,
if
the
director
delivers
to
the
corporation
a
signed
26
written
undertaking
of
the
director
to
repay
any
funds
advanced
27
and
all
of
the
following
apply:
28
a.
The
director
is
not
entitled
to
mandatory
indemnification
29
under
section
490.852.
30
b.
It
is
ultimately
determined
under
section
490.854
or
31
490.855
that
the
director
is
not
entitled
to
indemnification.
32
2.
The
undertaking
required
by
subsection
1
must
be
an
33
unlimited
general
obligation
of
the
director
but
need
not
be
34
secured
and
may
be
accepted
without
reference
to
the
financial
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ability
of
the
director
to
make
repayment.
1
3.
Authorizations
under
this
section
shall
be
made
by
any
2
of
the
following:
3
a.
By
the
board
of
directors
as
follows:
4
(1)
If
there
are
two
or
more
qualified
directors,
by
a
5
majority
vote
of
all
of
the
qualified
directors,
a
majority
6
of
whom
shall
for
such
purpose
constitute
a
quorum,
or
by
a
7
majority
of
the
members
of
a
committee
consisting
solely
of
two
8
or
more
qualified
directors
appointed
by
such
a
vote.
9
(2)
If
there
are
fewer
than
two
qualified
directors,
10
by
the
vote
necessary
for
action
by
the
board
of
directors
11
in
accordance
with
section
490.824,
subsection
3,
in
which
12
authorization
directors
who
are
not
qualified
directors
may
13
participate.
14
b.
By
the
shareholders,
but
shares
owned
by
or
voted
under
15
the
control
of
a
director
who
at
the
time
is
not
a
qualified
16
director
shall
not
be
voted
on
the
authorization.
17
Sec.
114.
Section
490.854,
Code
2020,
is
amended
by
striking
18
the
section
and
inserting
in
lieu
thereof
the
following:
19
490.854
Court-ordered
indemnification
and
advance
for
20
expenses.
21
1.
A
person
who
is
a
party
to
a
proceeding
because
the
22
person
is
a
director
may
apply
for
indemnification
or
an
23
advance
for
expenses
to
the
court
conducting
the
proceeding
24
or
to
another
court
of
competent
jurisdiction.
After
receipt
25
of
an
application
and
after
giving
any
notice
it
considers
26
necessary,
the
court
shall
do
any
of
the
following:
27
a.
Order
indemnification
if
the
court
determines
that
the
28
director
is
entitled
to
mandatory
indemnification
under
section
29
490.852.
30
b.
Order
indemnification
or
advance
for
expenses
if
31
the
court
determines
that
the
director
is
entitled
to
32
indemnification
or
advance
for
expenses
pursuant
to
a
provision
33
authorized
by
section
490.858,
subsection
1.
34
c.
(1)
Order
indemnification
or
advance
for
expenses
if
the
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2339
court
determines,
in
view
of
all
the
relevant
circumstances,
1
that
it
is
fair
and
reasonable
to
do
any
of
the
following:
2
(a)
Indemnify
the
director.
3
(b)
Advance
expenses
to
the
director.
4
(2)
The
court
shall
order
indemnification
or
advance
for
5
expenses,
even
if
in
the
case
of
subparagraph
(1),
subparagraph
6
division
(a)
or
(b),
the
director
has
not
met
the
relevant
7
standard
of
conduct
set
forth
in
section
490.851,
subsection
1,
8
failed
to
comply
with
section
490.853
or
was
adjudged
liable
9
in
a
proceeding
referred
to
in
section
490.851,
subsection
4,
10
paragraph
“a”
or
“b”
.
However,
if
the
director
was
adjudged
11
so
liable
the
director’s
indemnification
shall
be
limited
to
12
expenses
incurred
in
connection
with
the
proceeding.
13
2.
If
the
court
determines
that
the
director
is
entitled
14
to
indemnification
under
subsection
1,
paragraph
“a”
,
or
to
15
indemnification
or
advance
for
expenses
under
subsection
1,
16
paragraph
“b”
,
it
shall
also
order
the
corporation
to
pay
the
17
director’s
expenses
incurred
in
connection
with
obtaining
18
court-ordered
indemnification
or
advance
for
expenses.
19
If
the
court
determines
that
the
director
is
entitled
to
20
indemnification
or
advance
for
expenses
under
subsection
1,
21
paragraph
“c”
,
it
may
also
order
the
corporation
to
pay
the
22
director’s
expenses
to
obtain
court-ordered
indemnification
or
23
advance
for
expenses.
24
Sec.
115.
Section
490.855,
Code
2020,
is
amended
by
striking
25
the
section
and
inserting
in
lieu
thereof
the
following:
26
490.855
Determination
and
authorization
of
indemnification.
27
1.
A
corporation
shall
not
indemnify
a
director
under
28
section
490.851
unless
authorized
for
a
specific
proceeding
29
after
a
determination
has
been
made
that
indemnification
is
30
permissible
because
the
director
has
met
the
relevant
standard
31
of
conduct
set
forth
in
section
490.851.
32
2.
The
determination
shall
be
made
by
any
of
the
following:
33
a.
If
there
are
two
or
more
qualified
directors,
by
the
34
board
of
directors
by
a
majority
vote
of
all
the
qualified
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directors,
a
majority
of
whom
shall
for
such
purpose
constitute
1
a
quorum,
or
by
a
majority
of
the
members
of
a
committee
of
two
2
or
more
qualified
directors
appointed
by
such
a
vote.
3
b.
By
special
legal
counsel
selected
in
one
of
the
following
4
manners:
5
(1)
In
the
manner
prescribed
in
paragraph
“a”
.
6
(2)
If
there
are
fewer
than
two
qualified
directors,
7
selected
by
the
board
of
directors,
in
which
selection
8
directors
who
are
not
qualified
directors
may
participate.
9
c.
By
the
shareholders,
but
shares
owned
by
or
voted
under
10
the
control
of
a
director
who
at
the
time
is
not
a
qualified
11
director
shall
not
be
voted
on
the
determination.
12
3.
Authorization
of
indemnification
shall
be
made
in
13
the
same
manner
as
the
determination
that
indemnification
is
14
permissible,
except
that
if
there
are
fewer
than
two
qualified
15
directors
or
if
the
determination
is
made
by
special
legal
16
counsel,
authorization
of
indemnification
shall
be
made
by
17
those
entitled
to
select
special
legal
counsel
under
subsection
18
2,
paragraph
“b”
,
subparagraph
(2).
19
Sec.
116.
Section
490.856,
Code
2020,
is
amended
by
striking
20
the
section
and
inserting
in
lieu
thereof
the
following:
21
490.856
Indemnification
of
officers.
22
1.
A
corporation
may
indemnify
and
advance
expenses
under
23
this
part
to
an
officer
who
is
a
party
to
a
proceeding
because
24
the
person
is
an
officer,
according
to
all
of
the
following:
25
a.
To
the
same
extent
as
a
director.
26
b.
If
the
person
is
an
officer
but
not
a
director,
to
27
such
further
extent
as
may
be
provided
by
the
articles
of
28
incorporation
or
bylaws,
or
by
a
resolution
adopted
or
a
29
contract
approved
by
the
board
of
directors
or
shareholders,
30
except
for
any
of
the
following:
31
(1)
Liability
in
connection
with
a
proceeding
by
or
in
the
32
right
of
the
corporation
other
than
for
expenses
incurred
in
33
connection
with
the
proceeding.
34
(2)
Liability
arising
out
of
conduct
that
constitutes
any
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of
the
following:
1
(a)
Receipt
by
the
officer
of
a
financial
benefit
to
which
2
the
officer
is
not
entitled.
3
(b)
An
intentional
infliction
of
harm
on
the
corporation
or
4
the
shareholders.
5
(c)
An
intentional
violation
of
criminal
law.
6
2.
The
provisions
of
subsection
1,
paragraph
“b”
,
shall
7
apply
to
an
officer
who
is
also
a
director,
if
the
officer
is
8
made
a
party
to
the
proceeding
based
on
an
act
or
omission
9
solely
as
an
officer.
10
3.
An
officer
who
is
not
a
director
is
entitled
to
mandatory
11
indemnification
under
section
490.852,
and
may
apply
to
a
court
12
under
section
490.854
for
indemnification
or
an
advance
for
13
expenses,
in
each
case
to
the
same
extent
to
which
a
director
14
may
be
entitled
to
indemnification
or
advance
for
expenses
15
under
those
sections.
16
Sec.
117.
Section
490.857,
Code
2020,
is
amended
by
striking
17
the
section
and
inserting
in
lieu
thereof
the
following:
18
490.857
Insurance.
19
A
corporation
may
purchase
and
maintain
insurance
on
20
behalf
of
an
individual
who
is
a
director
or
officer
of
21
the
corporation,
or
who,
while
a
director
or
officer
of
the
22
corporation,
serves
at
the
corporation’s
request
as
a
director,
23
officer,
partner,
trustee,
employee,
or
agent
of
another
24
domestic
or
foreign
corporation,
or
a
joint
venture,
trust,
25
employee
benefit
plan,
or
other
entity,
against
liability
26
asserted
against
or
incurred
by
the
individual
in
that
capacity
27
or
arising
from
the
individual’s
status
as
a
director
or
28
officer,
regardless
of
whether
the
corporation
would
have
power
29
to
indemnify
or
advance
expenses
to
the
individual
against
the
30
same
liability
under
this
part.
31
Sec.
118.
Section
490.858,
Code
2020,
is
amended
by
striking
32
the
section
and
inserting
in
lieu
thereof
the
following:
33
490.858
Variation
by
corporate
action
——
application
of
part.
34
1.
A
corporation
may,
by
a
provision
in
its
articles
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of
incorporation
or
bylaws
or
in
a
resolution
adopted
or
a
1
contract
approved
by
the
board
of
directors
or
shareholders,
2
obligate
itself
in
advance
of
the
act
or
omission
giving
rise
3
to
a
proceeding
to
provide
indemnification
in
accordance
4
with
section
490.851
or
advance
funds
to
pay
for
or
5
reimburse
expenses
in
accordance
with
section
490.853.
Any
6
such
obligatory
provision
shall
be
deemed
to
satisfy
the
7
requirements
for
authorization
referred
to
in
section
490.853,
8
subsection
3,
and
in
section
490.855,
subsection
3.
Any
9
such
provision
that
obligates
the
corporation
to
provide
10
indemnification
to
the
fullest
extent
permitted
by
law
shall
be
11
deemed
to
obligate
the
corporation
to
advance
funds
to
pay
for
12
or
reimburse
expenses
in
accordance
with
section
490.853
to
the
13
fullest
extent
permitted
by
law,
unless
the
provision
expressly
14
provides
otherwise.
15
2.
A
right
of
indemnification
or
to
advances
for
expenses
16
created
by
this
part
or
under
subsection
1
and
in
effect
at
17
the
time
of
an
act
or
omission
shall
not
be
eliminated
or
18
impaired
with
respect
to
such
act
or
omission
by
an
amendment
19
of
the
articles
of
incorporation
or
bylaws
or
a
resolution
20
of
the
board
of
directors
or
shareholders,
adopted
after
the
21
occurrence
of
such
act
or
omission,
unless,
in
the
case
of
22
a
right
created
under
subsection
1,
the
provision
creating
23
such
right
and
in
effect
at
the
time
of
such
act
or
omission
24
explicitly
authorizes
such
elimination
or
impairment
after
such
25
act
or
omission
has
occurred.
26
3.
Any
provision
pursuant
to
subsection
1
shall
not
obligate
27
the
corporation
to
indemnify
or
advance
expenses
to
a
director
28
of
a
predecessor
of
the
corporation,
pertaining
to
conduct
29
with
respect
to
the
predecessor,
unless
otherwise
expressly
30
provided.
Any
provision
for
indemnification
or
advance
for
31
expenses
in
the
articles
of
incorporation,
or
bylaws,
or
a
32
resolution
of
the
board
of
directors
or
shareholders
of
a
33
predecessor
of
the
corporation
in
a
merger
or
in
a
contract
34
to
which
the
predecessor
is
a
party,
existing
at
the
time
the
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merger
takes
effect,
shall
be
governed
by
section
490.1107,
1
subsection
1,
paragraph
“d”
.
2
4.
Subject
to
subsection
2,
a
corporation
may,
by
a
3
provision
in
its
articles
of
incorporation,
limit
any
of
the
4
rights
to
indemnification
or
advance
for
expenses
created
by
or
5
pursuant
to
this
part.
6
5.
This
part
does
not
limit
a
corporation’s
power
to
pay
7
or
reimburse
expenses
incurred
by
a
director
or
an
officer
in
8
connection
with
appearing
as
a
witness
in
a
proceeding
at
a
9
time
when
the
director
or
officer
is
not
a
party.
10
6.
This
part
does
not
limit
a
corporation’s
power
to
11
indemnify,
advance
expenses
to,
or
provide
or
maintain
12
insurance
on
behalf
of
an
employee
or
agent.
13
Sec.
119.
Section
490.860,
Code
2020,
is
amended
by
striking
14
the
section
and
inserting
in
lieu
thereof
the
following:
15
490.860
Part
definitions.
16
As
used
in
this
part,
unless
otherwise
specified:
17
1.
“Control”
,
including
the
term
“controlled
by”
,
means
any
18
of
the
following:
19
a.
Having
the
power,
directly
or
indirectly,
to
elect
or
20
remove
a
majority
of
the
members
of
the
board
of
directors
21
or
other
governing
body
of
an
entity,
whether
through
the
22
ownership
of
voting
shares
or
interests,
by
contract,
or
23
otherwise.
24
b.
Being
subject
to
a
majority
of
the
risk
of
loss
from
the
25
entity’s
activities
or
entitled
to
receive
a
majority
of
the
26
entity’s
residual
returns.
27
2.
“Director’s
conflicting
interest
transaction”
means
28
a
transaction
effected
or
proposed
to
be
effected
by
the
29
corporation,
or
by
an
entity
controlled
by
the
corporation,
to
30
which,
or
respecting
which,
any
of
the
following
applies:
31
a.
To
which,
at
the
relevant
time,
the
director
is
a
party.
32
b.
Respecting
which,
at
the
relevant
time,
the
director
33
had
knowledge
and
a
material
financial
interest
known
to
the
34
director.
35
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c.
Respecting
which,
at
the
relevant
time,
the
director
knew
1
that
a
related
person
was
a
party
or
had
a
material
financial
2
interest.
3
3.
“Fair
to
the
corporation”
means,
for
purposes
of
section
4
490.861,
subsection
2,
paragraph
“c”
,
that
the
transaction
5
as
a
whole
was
beneficial
to
the
corporation,
taking
into
6
appropriate
account
whether
it
was
all
of
the
following:
7
a.
Fair
in
terms
of
the
director’s
dealings
with
the
8
corporation.
9
b.
Comparable
to
what
might
have
been
obtainable
in
an
arm’s
10
length
transaction,
given
the
consideration
paid
or
received
11
by
the
corporation.
12
4.
“Material
financial
interest”
means
a
financial
interest
13
in
a
transaction
that
would
reasonably
be
expected
to
impair
14
the
objectivity
of
the
director’s
judgment
when
participating
15
in
action
on
the
authorization
of
the
transaction.
16
5.
“Related
person”
means
any
of
the
following:
17
a.
The
individual’s
spouse.
18
b.
A
child,
stepchild,
grandchild,
parent,
stepparent,
19
grandparent,
sibling,
stepsibling,
half
sibling,
aunt,
20
uncle,
niece,
or
nephew,
or
spouse
of
any
such
person,
of
the
21
individual
or
of
the
individual’s
spouse.
22
c.
A
natural
person
living
in
the
same
home
as
the
23
individual.
24
d.
An
entity,
other
than
the
corporation
or
an
entity
25
controlled
by
the
corporation,
controlled
by
the
individual
or
26
any
person
specified
in
this
subsection.
27
e.
Any
of
the
following:
28
(1)
A
domestic
or
foreign
business
or
nonprofit
29
corporation,
other
than
the
corporation
or
an
entity
controlled
30
by
the
corporation,
of
which
the
individual
is
a
director.
31
(2)
A
domestic
or
foreign
unincorporated
entity
of
which
the
32
individual
is
a
general
partner
or
a
member
of
the
governing
33
body.
34
(3)
A
domestic
or
foreign
individual,
trust,
or
estate
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for
whom
or
of
which
the
individual
is
a
trustee,
guardian,
1
personal
representative,
or
like
fiduciary.
2
f.
A
person
that
is,
or
an
entity
that
is
controlled
by,
an
3
employer
of
the
individual.
4
6.
“Relevant
time”
means
the
following:
5
a.
The
time
at
which
directors’
action
respecting
the
6
transaction
is
taken
in
compliance
with
section
490.862.
7
b.
If
the
transaction
is
not
brought
before
the
board
8
of
directors
or
a
board
committee
for
action
under
section
9
490.862,
at
the
time
the
corporation
or
an
entity
controlled
10
by
the
corporation
becomes
legally
obligated
to
consummate
the
11
transaction.
12
7.
“Required
disclosure”
means
disclosure
of
all
of
the
13
following:
14
a.
The
existence
and
nature
of
the
director’s
conflicting
15
interest.
16
b.
All
facts
known
to
the
director
respecting
the
subject
17
matter
of
the
transaction
that
a
director
free
of
such
18
conflicting
interest
would
reasonably
believe
to
be
material
in
19
deciding
whether
to
proceed
with
the
transaction.
20
Sec.
120.
Section
490.861,
Code
2020,
is
amended
by
striking
21
the
section
and
inserting
in
lieu
thereof
the
following:
22
490.861
Judicial
action.
23
1.
A
transaction
effected
or
proposed
to
be
effected
by
the
24
corporation,
or
by
an
entity
controlled
by
the
corporation,
25
shall
not
be
the
subject
of
equitable
relief,
or
give
rise
to
26
an
award
of
damages
or
other
sanctions
against
a
director
of
27
the
corporation,
in
a
proceeding
by
a
shareholder
or
by
or
in
28
the
right
of
the
corporation,
on
the
ground
that
the
director
29
has
an
interest
respecting
the
transaction,
if
it
is
not
a
30
director’s
conflicting
interest
transaction.
31
2.
A
director’s
conflicting
interest
transaction
shall
32
not
be
the
subject
of
equitable
relief,
or
give
rise
to
an
33
award
of
damages
or
other
sanctions
against
a
director
of
the
34
corporation,
in
a
proceeding
by
a
shareholder
or
by
or
in
the
35
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right
of
the
corporation,
on
the
ground
that
the
director
has
1
an
interest
respecting
the
transaction,
if
any
of
the
following
2
apply:
3
a.
Directors’
action
respecting
the
transaction
was
taken
in
4
compliance
with
section
490.862
at
any
time.
5
b.
Shareholders’
action
respecting
the
transaction
was
taken
6
in
compliance
with
section
490.863
at
any
time.
7
c.
The
transaction,
judged
according
to
the
circumstances
8
at
the
relevant
time,
is
established
to
have
been
fair
to
the
9
corporation.
10
Sec.
121.
Section
490.862,
Code
2020,
is
amended
by
striking
11
the
section
and
inserting
in
lieu
thereof
the
following:
12
490.862
Directors’
action.
13
1.
Directors’
action
respecting
a
director’s
conflicting
14
interest
transaction
is
effective
for
purposes
of
section
15
490.861,
subsection
2,
paragraph
“a”
,
if
the
transaction
has
16
been
authorized
by
the
affirmative
vote
of
a
majority,
but
17
no
fewer
than
two,
of
the
qualified
directors
who
voted
on
18
the
transaction,
after
required
disclosure
by
the
conflicted
19
director
of
information
not
already
known
by
such
qualified
20
directors,
or
after
modified
disclosure
in
compliance
with
21
subsection
2,
provided
that
all
of
the
following
apply:
22
a.
The
qualified
directors
have
deliberated
and
voted
23
outside
the
presence
of
and
without
the
participation
by
any
24
other
director.
25
b.
Where
the
action
has
been
taken
by
a
board
committee,
26
all
members
of
the
committee
were
qualified
directors,
and
any
27
of
the
following
apply:
28
(1)
The
committee
was
composed
of
all
the
qualified
29
directors
on
the
board
of
directors.
30
(2)
The
members
of
the
committee
were
appointed
by
the
31
affirmative
vote
of
a
majority
of
the
qualified
directors
on
32
the
board
of
directors.
33
2.
Notwithstanding
subsection
1,
when
a
transaction
is
34
a
director’s
conflicting
interest
transaction
only
because
a
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related
person
described
in
section
490.860,
subsection
5,
1
paragraph
“e”
or
“f”
,
is
a
party
to
or
has
a
material
financial
2
interest
in
the
transaction,
the
conflicted
director
is
not
3
obligated
to
make
required
disclosure
to
the
extent
that
the
4
director
reasonably
believes
that
doing
so
would
violate
a
5
duty
imposed
under
law,
a
legally
enforceable
obligation
of
6
confidentiality,
or
a
professional
ethics
rule,
provided
that
7
the
conflicted
director
discloses
to
the
qualified
directors
8
voting
on
the
transaction
all
of
the
following:
9
a.
All
information
required
to
be
disclosed
that
is
not
so
10
violative.
11
b.
The
existence
and
nature
of
the
director’s
conflicting
12
interest.
13
c.
The
nature
of
the
conflicted
director’s
duty
not
to
14
disclose
the
confidential
information.
15
3.
A
majority,
but
no
fewer
than
two,
of
all
the
qualified
16
directors
on
the
board
of
directors,
or
on
the
board
committee,
17
constitutes
a
quorum
for
purposes
of
action
that
complies
with
18
this
section.
19
4.
Where
directors’
action
under
this
section
does
not
20
satisfy
a
quorum
or
voting
requirement
applicable
to
the
21
authorization
of
the
transaction
by
reason
of
the
articles
of
22
incorporation
or
bylaws,
or
a
provision
of
law,
independent
23
action
to
satisfy
those
authorization
requirements
shall
be
24
taken
by
the
board
of
directors
or
a
board
committee,
in
25
which
action
directors
who
are
not
qualified
directors
may
26
participate.
27
Sec.
122.
Section
490.863,
Code
2020,
is
amended
by
striking
28
the
section
and
inserting
in
lieu
thereof
the
following:
29
490.863
Shareholders’
action.
30
1.
a.
Shareholders’
action
respecting
a
director’s
31
conflicting
interest
transaction
is
effective
for
purposes
of
32
section
490.861,
subsection
2,
paragraph
“b”
,
if
a
majority
of
33
the
votes
cast
by
the
holders
of
all
qualified
shares
are
in
34
favor
of
the
transaction
after
all
of
the
following
occur:
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(1)
Notice
to
shareholders
describing
the
action
to
be
taken
1
respecting
the
transaction.
2
(2)
Provision
to
the
corporation
of
the
information
3
referred
to
in
subsection
2.
4
(3)
Communication
to
the
shareholders
entitled
to
vote
5
on
the
transaction
of
the
information
that
is
the
subject
of
6
required
disclosure,
to
the
extent
the
information
is
not
known
7
by
them.
8
b.
In
the
case
of
shareholders’
action
at
a
meeting,
the
9
shareholders
entitled
to
vote
shall
be
determined
as
of
the
10
record
date
for
notice
of
the
meeting.
11
2.
A
director
who
has
a
conflicting
interest
respecting
12
the
transaction
shall,
before
the
shareholders’
vote,
inform
13
the
secretary
or
other
officer
or
agent
of
the
corporation
14
authorized
to
tabulate
votes,
in
writing,
of
the
number
of
15
shares
that
the
director
knows
are
not
qualified
shares
under
16
subsection
3,
and
the
identity
of
the
holders
of
those
shares.
17
3.
As
used
in
this
section:
18
a.
“Holder”
means
and
“held
by”
refers
to
shares
held
19
by
a
record
shareholder,
a
beneficial
shareholder,
or
an
20
unrestricted
voting
trust
beneficial
owner.
21
b.
“Qualified
shares”
means
all
shares
entitled
to
be
22
voted
with
respect
to
the
transaction
except
for
shares
that
23
the
secretary
or
other
officer
or
agent
of
the
corporation
24
authorized
to
tabulate
votes
either
knows,
or
under
subsection
25
2
is
notified,
are
held
by
any
of
the
following:
26
(1)
A
director
who
has
a
conflicting
interest
respecting
the
27
transaction.
28
(2)
A
related
person
of
the
director,
excluding
a
person
29
described
in
section
490.860,
subsection
5,
paragraph
“f”
.
30
4.
A
majority
of
the
votes
entitled
to
be
cast
by
the
31
holders
of
all
qualified
shares
constitutes
a
quorum
for
32
purposes
of
compliance
with
this
section.
Subject
to
the
33
provisions
of
subsection
5,
shareholders’
action
that
otherwise
34
complies
with
this
section
is
not
affected
by
the
presence
of
35
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2339
holders,
or
by
the
voting,
of
shares
that
are
not
qualified
1
shares.
2
5.
If
a
shareholders’
vote
does
not
comply
with
subsection
3
1
solely
because
of
a
director’s
failure
to
comply
with
4
subsection
2,
and
if
the
director
establishes
that
the
failure
5
was
not
intended
to
influence
and
did
not
in
fact
determine
the
6
outcome
of
the
vote,
the
court
may
take
such
action
respecting
7
the
transaction
and
the
director,
and
may
give
such
effect,
8
if
any,
to
the
shareholders’
vote,
as
the
court
considers
9
appropriate
in
the
circumstances.
10
6.
Where
shareholders’
action
under
this
section
does
11
not
satisfy
a
quorum
or
voting
requirement
applicable
to
the
12
authorization
of
the
transaction
by
reason
of
the
articles
of
13
incorporation
or
bylaws,
or
a
provision
of
law,
independent
14
action
to
satisfy
those
authorization
requirements
shall
be
15
taken
by
the
shareholders,
in
which
action
shares
that
are
not
16
qualified
shares
may
participate.
17
Sec.
123.
Section
490.870,
Code
2020,
is
amended
by
striking
18
the
section
and
inserting
in
lieu
thereof
the
following:
19
490.870
Business
opportunities.
20
1.
If
a
director
or
officer
pursues
or
takes
advantage
of
21
a
business
opportunity
directly,
or
indirectly
through
or
on
22
behalf
of
another
person,
that
action
shall
not
be
the
subject
23
of
equitable
relief,
or
give
rise
to
an
award
of
damages
or
24
other
sanctions
against
the
director,
officer,
or
other
person,
25
in
a
proceeding
by
or
in
the
right
of
the
corporation
on
the
26
ground
that
the
opportunity
should
have
first
been
offered
to
27
the
corporation,
if
any
of
the
following
apply:
28
a.
Before
the
director,
officer,
or
other
person
becomes
29
legally
obligated
respecting
the
opportunity,
the
director
or
30
officer
brings
it
to
the
attention
of
the
corporation
and
any
31
of
the
following
apply:
32
(1)
Action
by
qualified
directors
disclaiming
the
33
corporation’s
interest
in
the
opportunity
is
taken
in
34
compliance
with
the
same
procedures
as
are
set
forth
in
section
35
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490.862.
1
(2)
Shareholders’
action
disclaiming
the
corporation’s
2
interest
in
the
opportunity
is
taken
in
compliance
with
the
3
procedures
set
forth
in
section
490.863,
in
either
case
as
if
4
the
decision
being
made
concerned
a
director’s
conflicting
5
interest
transaction;
except
that,
rather
than
making
required
6
disclosure
as
defined
in
section
490.860,
the
director
or
7
officer
shall
have
made
prior
disclosure
to
those
acting
on
8
behalf
of
the
corporation
of
all
material
facts
concerning
the
9
business
opportunity
known
to
the
director
or
officer.
10
b.
The
duty
to
offer
the
corporation
the
business
11
opportunity
has
been
limited
or
eliminated
pursuant
to
a
12
provision
of
the
articles
of
incorporation
adopted,
and
where
13
required,
made
effective
by
action
of
qualified
directors,
in
14
accordance
with
section
490.202,
subsection
2,
paragraph
“f”
.
15
2.
In
any
proceeding
seeking
equitable
relief
or
other
16
remedies
based
upon
an
alleged
improper
pursuit
or
taking
17
advantage
of
a
business
opportunity
by
a
director
or
officer,
18
directly,
or
indirectly
through
or
on
behalf
of
another
19
person,
the
fact
that
the
director
or
officer
did
not
employ
20
the
procedure
described
in
subsection
1,
paragraph
“a”
,
21
subparagraph
(1)
or
(2),
before
pursuing
or
taking
advantage
22
of
the
opportunity
shall
not
create
an
implication
that
the
23
opportunity
should
have
been
first
presented
to
the
corporation
24
or
alter
the
burden
of
proof
otherwise
applicable
to
establish
25
that
the
director
or
officer
breached
a
duty
to
the
corporation
26
in
the
circumstances.
27
Sec.
124.
Section
490.901,
Code
2020,
is
amended
by
striking
28
the
section
and
inserting
in
lieu
thereof
the
following:
29
490.901
Subchapter
definitions.
30
1.
As
used
in
this
subchapter:
31
a.
“Conversion”
means
a
transaction
pursuant
to
part
C.
32
b.
“Converted
entity”
means
the
converting
entity
as
it
33
continues
in
existence
after
a
conversion.
34
c.
“Converting
entity”
means
the
domestic
corporation
or
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eligible
entity
that
approves
a
plan
of
conversion
pursuant
to
1
section
490.932
or
the
foreign
eligible
entity
that
approves
a
2
conversion
pursuant
to
the
organic
law
of
the
eligible
entity.
3
d.
“Domesticated
corporation”
means
the
domesticating
4
corporation
as
it
continues
in
existence
after
a
domestication.
5
e.
“Domesticating
corporation”
means
the
domestic
6
corporation
that
approves
a
plan
of
domestication
pursuant
7
to
section
490.921
or
the
foreign
corporation
that
approves
8
a
domestication
pursuant
to
the
organic
law
of
the
foreign
9
corporation.
10
f.
“Domestication”
means
a
transaction
pursuant
to
part
B.
11
g.
“Protected
agreement”
means
any
of
the
following:
12
(1)
A
document
evidencing
indebtedness
of
a
domestic
13
corporation
or
eligible
entity
and
any
related
agreement
in
14
effect
immediately
before
the
enactment
date.
15
(2)
An
agreement
that
is
binding
on
a
domestic
corporation
16
or
eligible
entity
immediately
before
the
enactment
date.
17
(3)
The
articles
of
incorporation
or
bylaws
of
a
domestic
18
corporation
or
the
organic
rules
of
a
domestic
eligible
entity,
19
in
each
case
in
effect
immediately
before
the
enactment
date.
20
(4)
An
agreement
that
is
binding
on
any
of
the
shareholders,
21
members,
interest
holders,
directors,
or
other
governors
of
a
22
domestic
corporation
or
eligible
entity,
in
their
capacities
as
23
such,
immediately
before
the
enactment
date.
24
2.
As
used
in
subsection
1
and
sections
490.920
and
25
490.930,
“enactment
date”
means
July
1,
2021,
as
it
relates
26
to
domestications
and
January
1,
2009,
as
it
relates
to
27
conversions.
28
Sec.
125.
Section
490.902,
Code
2020,
is
amended
by
striking
29
the
section
and
inserting
in
lieu
thereof
the
following:
30
490.902
Excluded
transactions.
31
This
subchapter
shall
not
be
used
to
effect
a
transaction
32
that
converts
a
company
organized
on
the
mutual
principle
to
33
one
organized
on
the
basis
of
share
ownership.
34
Sec.
126.
NEW
SECTION
.
490.903
Required
approvals.
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If
a
domestic
or
foreign
corporation
or
eligible
entity
1
shall
not
be
a
party
to
a
merger
without
the
approval
of
the
2
superintendent
of
banking,
the
commissioner
of
insurance,
3
or
the
Iowa
utility
board,
and
the
applicable
statutes
or
4
regulations
do
not
specifically
deal
with
transactions
under
5
this
subchapter
but
do
require
such
approval
for
mergers,
6
a
corporation
or
eligible
entity
shall
not
be
a
party
to
a
7
transaction
under
this
subchapter
without
the
prior
approval
of
8
that
agency
or
official.
9
Sec.
127.
NEW
SECTION
.
490.904
Relationship
of
subchapter
10
to
other
laws.
11
A
transaction
effected
under
this
subchapter
shall
not
12
create
or
impair
a
right,
duty,
or
obligation
of
a
person
under
13
the
statutory
law
of
this
state
other
than
this
subchapter
14
relating
to
a
change
in
control,
business
combination,
15
control-share
acquisition,
or
similar
transaction
involving
16
a
domesticating
or
converting
domestic
corporation,
unless
17
the
approval
of
the
plan
of
domestication
or
conversion
is
by
18
a
vote
of
the
shareholders
or
the
board
of
directors
which
19
would
be
sufficient
to
create
or
impair
the
right,
duty,
or
20
obligation
directly
under
that
law.
21
Sec.
128.
NEW
SECTION
.
490.905
Foreign
insurance
companies
22
becoming
domestic.
23
1.
The
secretary
of
state,
upon
a
corporation
complying
with
24
this
section
and
upon
the
filing
of
articles
of
incorporation
25
and
upon
receipt
of
the
fees
as
provided
in
this
chapter,
26
shall
issue
an
acknowledgment
of
receipt
of
document
as
27
of
the
date
of
the
filing
of
the
articles
of
incorporation
28
with
the
secretary
of
state.
The
acknowledgment
of
receipt
29
of
document
shall
state
on
its
face
that
it
is
issued
in
30
accordance
with
this
section.
The
secretary
of
state
shall
31
then
notify
the
appropriate
officer
of
the
state
or
country
of
32
the
corporation’s
last
domicile
that
the
corporation
is
now
a
33
domestic
corporation
domiciled
in
this
state.
This
section
34
applies
to
life
insurance
companies,
and
to
insurance
companies
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doing
business
under
chapter
515.
1
2.
A
corporation
becoming
domiciled
in
this
state
under
2
subsection
1
shall
not
be
required
to
comply
with
any
other
3
requirements
under
this
subchapter.
4
Sec.
129.
NEW
SECTION
.
490.920
Domestication.
5
1.
By
complying
with
the
provisions
of
this
part
applicable
6
to
foreign
corporations,
a
foreign
corporation
may
become
a
7
domestic
corporation
if
the
domestication
is
permitted
by
the
8
organic
law
of
the
foreign
corporation.
9
2.
By
complying
with
the
provisions
of
this
part,
a
domestic
10
corporation
may
become
a
foreign
corporation
pursuant
to
a
11
plan
of
domestication
if
the
domestication
is
permitted
by
the
12
organic
law
of
the
foreign
corporation.
13
3.
The
plan
of
domestication
must
include
all
of
the
14
following:
15
a.
The
name
of
the
domesticating
corporation.
16
b.
The
name
and
jurisdiction
of
formation
of
the
17
domesticated
corporation.
18
c.
The
manner
and
basis
of
reclassifying
the
shares
of
the
19
domesticating
corporation
into
shares
or
other
securities,
20
obligations,
rights
to
acquire
shares
or
other
securities,
21
cash,
other
property,
or
any
combination
of
the
foregoing.
22
d.
The
proposed
articles
of
incorporation
and
bylaws
of
the
23
domesticated
corporation.
24
e.
The
other
terms
and
conditions
of
the
domestication.
25
4.
In
addition
to
the
requirements
of
subsection
3,
a
plan
26
of
domestication
may
contain
any
other
provision
not
prohibited
27
by
law.
28
5.
The
terms
of
a
plan
of
domestication
may
be
made
29
dependent
upon
facts
objectively
ascertainable
outside
the
plan
30
in
accordance
with
section
490.120,
subsection
11.
31
6.
If
a
protected
agreement
of
a
domestic
domesticating
32
corporation
in
effect
immediately
before
the
domestication
33
becomes
effective
contains
a
provision
applying
to
a
merger
34
of
the
corporation
and
the
agreement
does
not
refer
to
a
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domestication
of
the
corporation,
the
provision
applies
to
a
1
domestication
of
the
corporation
as
if
the
domestication
were
a
2
merger
until
such
time
as
the
provision
is
first
amended
after
3
the
enactment
date.
4
Sec.
130.
NEW
SECTION
.
490.921
Action
on
a
plan
of
5
domestication.
6
In
the
case
of
a
domestication
of
a
domestic
corporation
7
into
a
foreign
jurisdiction,
the
plan
of
domestication
shall
be
8
adopted
in
the
following
manner:
9
1.
The
plan
of
domestication
shall
first
be
adopted
by
the
10
board
of
directors.
11
2.
a.
The
plan
of
domestication
shall
then
be
approved
by
12
the
shareholders.
In
submitting
the
plan
of
domestication
to
13
the
shareholders
for
approval,
the
board
of
directors
shall
14
recommend
that
the
shareholders
approve
the
plan,
unless
any
of
15
the
following
applies:
16
(1)
The
board
of
directors
makes
a
determination
that
17
because
of
conflicts
of
interest
or
other
special
circumstances
18
it
should
not
make
such
a
recommendation.
19
(2)
Section
490.826
applies.
20
b.
If
paragraph
“a”
,
subparagraph
(1)
or
(2)
applies,
the
21
board
shall
inform
the
shareholders
of
the
basis
for
its
so
22
proceeding.
23
3.
The
board
of
directors
may
set
conditions
for
approval
24
of
the
plan
of
domestication
by
the
shareholders
or
the
25
effectiveness
of
the
plan
of
domestication.
26
4.
If
the
approval
of
the
shareholders
is
to
be
given
at
27
a
meeting,
the
corporation
shall
notify
each
shareholder,
28
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
29
shareholders
at
which
the
plan
of
domestication
is
to
be
30
submitted
for
approval.
The
notice
must
state
that
the
31
purpose,
or
one
of
the
purposes,
of
the
meeting
is
to
consider
32
the
plan
of
domestication
and
must
contain
or
be
accompanied
33
by
a
copy
or
summary
of
the
plan.
The
notice
must
include
34
or
be
accompanied
by
a
copy
of
the
articles
of
incorporation
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and
the
bylaws
as
they
will
be
in
effect
immediately
after
the
1
domestication.
2
5.
Unless
the
articles
of
incorporation,
bylaws,
or
the
3
board
of
directors
acting
pursuant
to
subsection
3,
require
4
a
greater
vote
or
a
greater
quorum,
approval
of
the
plan
of
5
domestication
requires
all
of
the
following:
6
a.
The
approval
of
the
shareholders
at
a
meeting
at
which
a
7
quorum
exists
consisting
of
a
majority
of
the
votes
entitled
8
to
be
cast
on
the
plan.
9
b.
Except
as
provided
in
subsection
6,
the
approval
of
10
each
class
or
series
of
shares
voting
as
a
separate
voting
11
group
at
a
meeting
at
which
a
quorum
of
the
voting
group
exists
12
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
13
the
plan
by
that
voting
group.
14
6.
The
articles
of
incorporation
may
expressly
limit
or
15
eliminate
the
separate
voting
rights
provided
in
subsection
16
5,
paragraph
“b”
,
as
to
any
class
or
series
of
shares,
except
17
when
the
articles
of
incorporation
of
the
foreign
corporation
18
resulting
from
the
domestication
include
what
would
be
in
19
effect
an
amendment
that
would
entitle
the
class
or
series
to
20
vote
as
a
separate
group
under
section
490.1004
if
it
were
21
a
proposed
amendment
of
the
articles
of
incorporation
of
the
22
domestic
domesticating
corporation.
23
7.
If
as
a
result
of
a
domestication
one
or
more
24
shareholders
of
a
domestic
domesticating
corporation
would
25
become
subject
to
interest
holder
liability,
approval
of
the
26
plan
of
domestication
shall
require
the
signing
in
connection
27
with
the
domestication,
by
each
such
shareholder,
of
a
separate
28
written
consent
to
become
subject
to
such
interest
holder
29
liability,
unless
in
the
case
of
a
shareholder
that
already
has
30
interest
holder
liability
with
respect
to
the
domesticating
31
corporation,
the
terms
and
conditions
of
the
interest
holder
32
liability
with
respect
to
the
domesticated
corporation
are
33
substantially
identical
to
those
of
the
existing
interest
34
holder
liability,
other
than
for
changes
that
eliminate
or
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reduce
such
interest
holder
liability.
1
Sec.
131.
NEW
SECTION
.
490.922
Articles
of
domestication
2
——
effectiveness.
3
1.
After
a
plan
of
domestication
of
a
domestic
corporation
4
has
been
adopted
and
approved
as
required
by
this
chapter,
or
a
5
foreign
corporation
that
is
the
domesticating
corporation
has
6
approved
a
domestication
as
required
under
its
organic
law,
7
articles
of
domestication
shall
be
signed
by
the
domesticating
8
corporation.
The
articles
must
set
forth
all
of
the
following:
9
a.
The
name
of
the
domesticating
corporation
and
its
10
jurisdiction
of
formation.
11
b.
The
name
and
jurisdiction
of
formation
of
the
12
domesticated
corporation.
13
c.
If
the
domesticating
corporation
is
a
domestic
14
corporation,
a
statement
that
the
plan
of
domestication
15
was
approved
in
accordance
with
this
subchapter
or,
if
the
16
domesticating
corporation
is
a
foreign
corporation,
a
statement
17
that
the
domestication
was
approved
in
accordance
with
its
18
organic
law.
19
2.
If
the
domesticated
corporation
is
a
domestic
20
corporation,
the
articles
of
domestication
must
attach
21
articles
of
incorporation
of
the
domesticated
corporation
that
22
satisfy
the
requirements
of
section
490.202.
Provisions
that
23
would
not
be
required
to
be
included
in
restated
articles
of
24
incorporation
may
be
omitted
from
the
articles
of
incorporation
25
attached
to
the
articles
of
domestication.
26
3.
The
articles
of
domestication
shall
be
delivered
to
the
27
secretary
of
state
for
filing,
and
shall
take
effect
at
the
28
effective
date
determined
in
accordance
with
section
490.123.
29
4.
If
the
domesticated
corporation
is
a
domestic
30
corporation,
the
domestication
becomes
effective
when
the
31
articles
of
domestication
are
effective.
If
the
domesticated
32
corporation
is
a
foreign
corporation,
the
domestication
becomes
33
effective
on
the
later
of
the
following:
34
a.
The
date
and
time
provided
by
the
organic
law
of
the
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domesticated
corporation.
1
b.
When
the
articles
of
domestication
are
effective.
2
5.
If
the
domesticating
corporation
is
a
foreign
3
corporation
that
is
registered
to
do
business
in
this
state
4
under
subchapter
XV,
its
registration
statement
shall
5
be
canceled
automatically
when
the
domestication
becomes
6
effective.
7
Sec.
132.
NEW
SECTION
.
490.923
Amendment
of
plan
of
8
domestication
——
abandonment.
9
1.
A
plan
of
domestication
of
a
domestic
corporation
may
be
10
amended
by
any
of
the
following
manners:
11
a.
In
the
same
manner
as
the
plan
was
approved,
if
the
plan
12
does
not
provide
for
the
manner
in
which
it
may
be
amended.
13
b.
In
the
manner
provided
in
the
plan,
except
that
a
14
shareholder
that
was
entitled
to
vote
on
or
consent
to
approval
15
of
the
plan
is
entitled
to
vote
on
or
consent
to
any
amendment
16
of
the
plan
that
will
change
any
of
the
following:
17
(1)
The
amount
or
kind
of
shares
or
other
securities,
18
obligations,
rights
to
acquire
shares
or
other
securities,
19
cash,
other
property,
or
any
combination
of
the
foregoing,
to
20
be
received
by
any
of
the
shareholders
of
the
domesticating
21
corporation
under
the
plan.
22
(2)
The
articles
of
incorporation
or
bylaws
of
the
23
domesticated
corporation
that
will
be
in
effect
immediately
24
after
the
domestication
becomes
effective,
except
for
changes
25
that
do
not
require
approval
of
the
shareholders
of
the
26
domesticated
corporation
under
its
organic
law
or
its
proposed
27
articles
of
incorporation
or
bylaws
as
set
forth
in
the
plan.
28
(3)
Any
of
the
other
terms
or
conditions
of
the
plan,
if
the
29
change
would
adversely
affect
the
shareholder
in
any
material
30
respect.
31
2.
After
a
plan
of
domestication
has
been
adopted
and
32
approved
by
a
domestic
corporation
as
required
by
this
part,
33
and
before
the
articles
of
domestication
have
become
effective,
34
the
plan
may
be
abandoned
by
the
corporation
without
action
by
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its
shareholders
in
accordance
with
any
procedures
set
forth
in
1
the
plan
or,
if
no
such
procedures
are
set
forth
in
the
plan,
in
2
the
manner
determined
by
the
board
of
directors.
3
3.
If
a
domestication
is
abandoned
after
the
articles
of
4
domestication
have
been
delivered
to
the
secretary
of
state
for
5
filing
but
before
the
articles
of
domestication
have
become
6
effective,
articles
of
abandonment,
signed
by
the
domesticating
7
corporation,
must
be
delivered
to
the
secretary
of
state
for
8
filing
before
the
articles
of
domestication
become
effective.
9
The
articles
of
abandonment
take
effect
upon
filing,
and
the
10
domestication
shall
be
deemed
abandoned
and
shall
not
become
11
effective.
The
articles
of
abandonment
must
contain
all
of
the
12
following:
13
a.
The
name
of
the
domesticating
corporation.
14
b.
The
date
on
which
the
articles
of
domestication
were
15
filed
by
the
secretary
of
state.
16
c.
A
statement
that
the
domestication
has
been
abandoned
in
17
accordance
with
this
section.
18
Sec.
133.
NEW
SECTION
.
490.924
Effect
of
domestication.
19
1.
When
a
domestication
becomes
effective
all
of
the
20
following
apply:
21
a.
All
property
owned
by,
and
every
contract
right
possessed
22
by,
the
domesticating
corporation
are
the
property
and
contract
23
rights
of
the
domesticated
corporation
without
transfer,
24
reversion,
or
impairment.
25
b.
All
debts,
obligations,
and
other
liabilities
of
the
26
domesticating
corporation
are
the
debts,
obligations,
and
other
27
liabilities
of
the
domesticated
corporation.
28
c.
The
name
of
the
domesticated
corporation
may
but
need
not
29
be
substituted
for
the
name
of
the
domesticating
corporation
in
30
any
pending
proceeding.
31
d.
The
articles
of
incorporation
and
bylaws
of
the
32
domesticated
corporation
become
effective.
33
e.
The
shares
of
the
domesticating
corporation
are
34
reclassified
into
shares
or
other
securities,
obligations,
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rights
to
acquire
shares
or
other
securities,
cash,
or
other
1
property
in
accordance
with
the
terms
of
the
domestication,
and
2
the
shareholders
of
the
domesticating
corporation
are
entitled
3
only
to
the
rights
provided
to
them
by
those
terms
and
to
any
4
appraisal
rights
they
may
have
under
the
organic
law
of
the
5
domesticating
corporation.
6
f.
The
domesticated
corporation
is
all
of
the
following:
7
(1)
Incorporated
under
and
subject
to
the
organic
law
of
the
8
domesticated
corporation.
9
(2)
The
same
corporation
without
interruption
as
the
10
domesticating
corporation.
11
(3)
Deemed
to
have
been
incorporated
on
the
date
the
12
domesticating
corporation
was
originally
incorporated.
13
2.
When
a
domestication
of
a
domestic
corporation
into
14
a
foreign
jurisdiction
becomes
effective,
the
domesticated
15
corporation
is
deemed
to
have
done
all
of
the
following:
16
a.
Appointed
the
secretary
of
state
as
its
agent
for
17
service
of
process
in
a
proceeding
to
enforce
the
rights
of
18
shareholders
who
exercise
appraisal
rights
in
connection
with
19
the
domestication.
20
b.
Agreed
that
it
will
promptly
pay
the
amount,
if
any,
to
21
which
such
shareholders
are
entitled
under
subchapter
XIII.
22
3.
Except
as
otherwise
provided
in
the
organic
law
or
23
organic
rules
of
a
domesticating
foreign
corporation,
the
24
interest
holder
liability
of
a
shareholder
in
a
foreign
25
corporation
that
is
domesticated
into
this
state
who
had
26
interest
holder
liability
in
respect
of
such
domesticating
27
corporation
before
the
domestication
becomes
effective
shall
28
be
as
follows:
29
a.
The
domestication
does
not
discharge
that
prior
30
interest
holder
liability
with
respect
to
any
interest
holder
31
liabilities
that
arose
before
the
domestication
becomes
32
effective.
33
b.
The
provisions
of
the
organic
law
of
the
domesticating
34
corporation
shall
continue
to
apply
to
the
collection
or
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discharge
of
any
interest
holder
liabilities
preserved
by
1
paragraph
“a”
,
as
if
the
domestication
had
not
occurred.
2
c.
The
shareholder
shall
have
such
rights
of
contribution
3
from
other
persons
as
are
provided
by
the
organic
law
of
the
4
domesticating
corporation
with
respect
to
any
interest
holder
5
liabilities
preserved
by
paragraph
“a”
,
as
if
the
domestication
6
had
not
occurred.
7
d.
The
shareholder
shall
not,
by
reason
of
such
prior
8
interest
holder
liability,
have
interest
holder
liability
with
9
respect
to
any
interest
holder
liabilities
that
are
incurred
10
after
the
domestication
becomes
effective.
11
4.
A
shareholder
who
becomes
subject
to
interest
holder
12
liability
in
respect
of
the
domesticated
corporation
as
a
13
result
of
the
domestication
shall
have
such
interest
holder
14
liability
only
in
respect
of
interest
holder
liabilities
that
15
arise
after
the
domestication
becomes
effective.
16
5.
A
domestication
does
not
constitute
or
cause
the
17
dissolution
of
the
domesticating
corporation.
18
6.
Property
held
for
charitable
purposes
under
the
19
laws
of
this
state
by
a
domestic
or
foreign
corporation
20
immediately
before
a
domestication
shall
not,
as
a
result
of
21
the
transaction,
be
diverted
from
the
objects
for
which
it
was
22
donated,
granted,
devised,
or
otherwise
transferred
except
23
and
to
the
extent
permitted
by
or
pursuant
to
the
laws
of
24
this
state
addressing
cy
pres
or
dealing
with
nondiversion
of
25
charitable
assets.
26
7.
A
bequest,
devise,
gift,
grant,
or
promise
contained
27
in
a
will
or
other
instrument
of
donation,
subscription,
or
28
conveyance
which
is
made
to
the
domesticating
corporation
and
29
which
takes
effect
or
remains
payable
after
the
domestication
30
inures
to
the
domesticated
corporation.
31
8.
A
trust
obligation
that
would
govern
property
if
32
transferred
to
the
domesticating
corporation
applies
to
33
property
that
is
transferred
to
the
domesticated
corporation
34
after
the
domestication
takes
effect.
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Sec.
134.
NEW
SECTION
.
490.930
Conversion.
1
1.
By
complying
with
this
subchapter,
a
domestic
2
corporation
may
become
any
of
the
following:
3
a.
A
domestic
eligible
entity.
4
b.
A
foreign
eligible
entity
if
the
conversion
is
permitted
5
by
the
organic
law
of
the
foreign
entity.
6
2.
By
complying
with
this
part
and
applicable
provisions
7
of
its
organic
law,
a
domestic
eligible
entity
may
become
a
8
domestic
corporation.
If
procedures
for
the
approval
of
a
9
conversion
are
not
provided
by
the
organic
law
or
organic
rules
10
of
a
domestic
eligible
entity,
the
conversion
shall
be
adopted
11
and
approved
in
the
same
manner
as
a
merger
of
that
eligible
12
entity.
If
the
organic
law
or
organic
rules
of
a
domestic
13
eligible
entity
do
not
provide
procedures
for
the
approval
14
of
either
a
conversion
or
a
merger,
a
plan
of
conversion
may
15
nonetheless
be
adopted
and
approved
by
the
unanimous
consent
16
of
all
the
interest
holders
of
such
eligible
entity.
In
17
either
such
case,
the
conversion
thereafter
may
be
effected
as
18
provided
in
the
other
provisions
of
this
part;
and
for
purposes
19
of
applying
this
subchapter
in
such
a
case
all
of
the
following
20
apply:
21
a.
The
eligible
entity,
its
members
or
interest
holders,
22
eligible
interests
and
organic
rules
taken
together,
shall
be
23
deemed
to
be
a
domestic
business
corporation,
shareholders,
24
shares
and
articles
of
incorporation,
respectively
and
vice
25
versa,
as
the
context
may
require.
26
b.
If
the
business
and
affairs
of
the
eligible
entity
are
27
managed
by
a
person
or
persons
that
are
not
identical
to
the
28
members
or
interest
holders,
that
person
or
persons
shall
be
29
deemed
to
be
the
board
of
directors.
30
3.
By
complying
with
the
provisions
of
this
part
applicable
31
to
foreign
entities,
a
foreign
eligible
entity
may
become
a
32
domestic
corporation
if
the
organic
law
of
the
foreign
eligible
33
entity
permits
it
to
become
a
business
corporation
in
another
34
jurisdiction.
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4.
If
a
protected
agreement
of
a
domestic
converting
1
corporation
in
effect
immediately
before
the
conversion
becomes
2
effective
contains
a
provision
applying
to
a
merger
of
the
3
corporation
that
is
a
converting
entity
and
the
agreement
does
4
not
refer
to
a
conversion
of
the
corporation,
the
provision
5
applies
to
a
conversion
of
the
corporation
as
if
the
conversion
6
were
a
merger,
until
such
time
as
the
provision
is
first
7
amended
after
the
enactment
date.
8
Sec.
135.
NEW
SECTION
.
490.931
Plan
of
conversion.
9
1.
A
domestic
corporation
may
convert
to
a
domestic
or
10
foreign
eligible
entity
under
this
part
by
approving
a
plan
of
11
conversion.
The
plan
of
conversion
must
include
all
of
the
12
following:
13
a.
The
name
of
the
converting
corporation.
14
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
15
of
the
converted
entity.
16
c.
The
manner
and
basis
of
converting
the
shares
of
17
the
domestic
corporation
into
eligible
interests
or
other
18
securities,
obligations,
rights
to
acquire
eligible
interests
19
or
other
securities,
cash,
other
property,
or
any
combination
20
of
the
foregoing.
21
d.
The
other
terms
and
conditions
of
the
conversion.
22
e.
The
full
text,
as
it
will
be
in
effect
immediately
after
23
the
conversion
becomes
effective,
of
the
organic
rules
of
the
24
converted
entity
which
are
to
be
in
writing.
25
2.
In
addition
to
the
requirements
of
subsection
1,
a
plan
26
of
conversion
may
contain
any
other
provision
not
prohibited
27
by
law.
28
3.
The
terms
of
a
plan
of
conversion
may
be
made
dependent
29
upon
facts
objectively
ascertainable
outside
the
plan
in
30
accordance
with
section
490.120,
subsection
11.
31
Sec.
136.
NEW
SECTION
.
490.932
Action
on
a
plan
of
32
conversion.
33
In
the
case
of
a
conversion
of
a
domestic
corporation
to
a
34
domestic
or
foreign
eligible
entity,
the
plan
of
conversion
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shall
be
adopted
in
the
following
manner:
1
1.
The
plan
of
conversion
shall
first
be
adopted
by
the
2
board
of
directors.
3
2.
a.
The
plan
of
conversion
shall
then
be
approved
by
4
the
shareholders.
In
submitting
the
plan
of
conversion
to
the
5
shareholders
for
their
approval,
the
board
of
directors
must
6
recommend
that
the
shareholders
approve
the
plan,
unless
any
of
7
the
following
applies:
8
(1)
The
board
of
directors
makes
a
determination
that
9
because
of
conflicts
of
interest
or
other
special
circumstances
10
it
should
not
make
such
a
recommendation.
11
(2)
Section
490.826
applies.
12
b.
If
paragraph
“a”
,
subparagraph
(1)
or
(2)
applies,
the
13
board
of
directors
shall
inform
the
shareholders
of
the
basis
14
for
its
so
proceeding.
15
3.
The
board
of
directors
may
set
conditions
for
approval
of
16
the
plan
of
conversion
by
the
shareholders
or
the
effectiveness
17
of
the
plan
of
conversion.
18
4.
If
the
approval
of
the
shareholders
is
to
be
given
at
19
a
meeting,
the
corporation
shall
notify
each
shareholder,
20
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
21
shareholders
at
which
the
plan
of
conversion
is
to
be
submitted
22
for
approval.
The
notice
must
state
that
the
purpose,
or
one
23
of
the
purposes,
of
the
meeting
is
to
consider
the
plan
of
24
conversion
and
must
contain
or
be
accompanied
by
a
copy
or
25
summary
of
the
plan.
The
notice
must
include
or
be
accompanied
26
by
a
copy
of
the
organic
rules
of
the
converted
entity
which
27
are
to
be
in
writing
as
they
will
be
in
effect
immediately
28
after
the
conversion.
29
5.
Unless
the
articles
of
incorporation,
bylaws,
or
the
30
board
of
directors
acting
pursuant
to
subsection
3,
require
31
a
greater
vote
or
a
greater
quorum,
approval
of
the
plan
of
32
conversion
requires
all
of
the
following:
33
a.
The
approval
of
the
shareholders
at
a
meeting
at
which
a
34
quorum
exists
consisting
of
a
majority
of
the
votes
entitled
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2339
to
be
cast
on
the
plan.
1
b.
Except
as
provided
in
subsection
6,
the
approval
of
2
each
class
or
series
of
shares
voting
as
a
separate
voting
3
group
at
a
meeting
at
which
a
quorum
of
the
voting
group
exists
4
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
5
the
plan
by
that
voting
group.
6
6.
If
as
a
result
of
the
conversion
one
or
more
shareholders
7
of
the
converting
domestic
corporation
would
become
subject
to
8
interest
holder
liability,
approval
of
the
plan
of
conversion
9
shall
require
the
signing
in
connection
with
the
transaction,
10
by
each
such
shareholder,
of
a
separate
written
consent
to
11
become
subject
to
such
interest
holder
liability.
12
Sec.
137.
NEW
SECTION
.
490.933
Articles
of
conversion
——
13
effectiveness.
14
1.
Articles
of
conversion
shall
be
signed
by
the
converting
15
entity
after
either
a
plan
of
conversion
of
a
domestic
16
corporation
has
been
adopted
and
approved
as
required
by
this
17
chapter
or
a
domestic
or
foreign
eligible
entity
that
is
the
18
converting
entity
has
approved
a
conversion
as
required
under
19
its
organic
law.
The
articles
of
conversion
must
do
all
of
the
20
following:
21
a.
State
the
name,
jurisdiction
of
formation,
and
type
of
22
entity
of
the
converting
entity.
23
b.
State
the
name,
jurisdiction
of
formation,
and
type
of
24
entity
of
the
converted
entity.
25
c.
(1)
If
the
converting
entity
is
a
domestic
corporation,
26
state
that
the
plan
of
conversion
was
approved
in
accordance
27
with
this
part.
28
(2)
If
the
converting
entity
is
an
eligible
entity,
state
29
that
the
conversion
was
approved
by
the
eligible
entity
in
30
accordance
with
its
organic
law.
31
(3)
If
the
converting
entity
is
a
domestic
eligible
entity
32
the
organic
law
of
which
does
not
provide
for
approval
of
the
33
conversion,
state
that
the
conversion
was
approved
by
the
34
domestic
eligible
entity
in
accordance
with
this
part.
35
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S.F.
2339
d.
(1)
If
the
converted
entity
is
a
domestic
business
1
corporation,
or
a
domestic
nonprofit
corporation
or
filing
2
entity,
have
attached
the
public
organic
record
of
the
3
converted
entity,
except
that
provisions
that
would
not
be
4
required
to
be
included
in
a
restated
public
organic
record
may
5
be
omitted.
6
(2)
If
the
converted
entity
is
a
domestic
limited
liability
7
partnership,
have
attached
the
filing
required
to
become
a
8
limited
liability
partnership.
9
2.
If
the
converted
entity
is
a
domestic
corporation,
10
its
articles
of
incorporation
must
satisfy
the
requirements
11
of
section
490.202,
except
that
provisions
that
would
not
be
12
required
to
be
included
in
restated
articles
of
incorporation
13
may
be
omitted
from
the
articles
of
incorporation.
If
the
14
converted
entity
is
a
domestic
eligible
entity,
its
public
15
organic
record,
if
any,
must
satisfy
the
requirements
of
the
16
organic
law
of
this
state,
except
that
the
public
organic
17
record
does
not
need
to
be
signed.
18
3.
The
articles
of
conversion
shall
be
delivered
to
the
19
secretary
of
state
for
filing,
and
shall
take
effect
at
the
20
effective
date
determined
in
accordance
with
section
490.123.
21
4.
If
a
converted
entity
is
a
domestic
entity,
the
22
conversion
becomes
effective
when
the
articles
of
conversion
23
are
effective.
With
respect
to
a
conversion
in
which
the
24
converted
entity
is
a
foreign
eligible
entity,
the
conversion
25
itself
shall
become
effective
at
the
later
of
the
following:
26
a.
The
date
and
time
provided
by
the
organic
law
of
that
27
eligible
entity.
28
b.
When
the
articles
of
conversion
become
effective.
29
5.
Articles
of
conversion
under
this
section
may
be
combined
30
with
any
required
conversion
filing
under
the
organic
law
31
of
a
domestic
eligible
entity
that
is
the
converting
entity
32
or
converted
entity
if
the
combined
filing
satisfies
the
33
requirements
of
both
this
section
and
the
other
organic
law.
34
6.
If
the
converting
entity
is
a
foreign
eligible
entity
35
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S.F.
2339
that
is
registered
to
do
business
in
this
state
under
a
1
provision
of
law
similar
to
subchapter
XV,
its
registration
2
statement
or
other
type
of
foreign
qualification
shall
be
3
canceled
automatically
on
the
effective
date
of
its
conversion.
4
Sec.
138.
NEW
SECTION
.
490.934
Amendment
of
plan
of
5
conversion
——
abandonment.
6
1.
A
plan
of
conversion
of
a
converting
entity
that
is
a
7
domestic
corporation
may
be
amended
in
any
of
the
following
8
manners:
9
a.
In
the
same
manner
as
the
plan
was
approved,
if
the
plan
10
does
not
provide
for
the
manner
in
which
it
may
be
amended.
11
b.
In
the
manner
provided
in
the
plan,
except
that
12
shareholders
that
were
entitled
to
vote
on
or
consent
to
13
approval
of
the
plan
are
entitled
to
vote
on
or
consent
to
any
14
amendment
of
the
plan
that
will
change
any
of
the
following:
15
(1)
The
amount
or
kind
of
eligible
interests
or
other
16
securities,
obligations,
rights
to
acquire
eligible
interests
17
or
other
securities,
cash,
other
property,
or
any
combination
18
of
the
foregoing,
to
be
received
by
any
of
the
shareholders
of
19
the
converting
corporation
under
the
plan.
20
(2)
The
organic
rules
of
the
converted
entity
that
will
be
21
in
effect
immediately
after
the
conversion
becomes
effective,
22
except
for
changes
that
do
not
require
approval
of
the
eligible
23
interest
holders
of
the
converted
entity
under
its
organic
law
24
or
organic
rules.
25
(3)
Any
other
terms
or
conditions
of
the
plan,
if
the
26
change
would
adversely
affect
such
shareholders
in
any
material
27
respect.
28
2.
After
a
plan
of
conversion
has
been
approved
by
a
29
converting
entity
that
is
a
domestic
corporation
in
the
manner
30
required
by
this
part
and
before
the
articles
of
conversion
31
become
effective,
the
plan
may
be
abandoned
by
the
corporation
32
without
action
by
its
shareholders
in
accordance
with
any
33
procedures
set
forth
in
the
plan
or,
if
no
such
procedures
are
34
set
forth
in
the
plan,
in
the
manner
determined
by
the
board
of
35
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S.F.
2339
directors.
1
3.
If
a
conversion
is
abandoned
after
the
articles
of
2
conversion
have
been
delivered
to
the
secretary
of
state
for
3
filing
and
before
the
articles
of
conversion
become
effective,
4
articles
of
abandonment,
signed
by
the
converting
entity,
5
must
be
delivered
to
the
secretary
of
state
for
filing
before
6
the
articles
of
conversion
become
effective.
The
articles
7
of
abandonment
take
effect
on
filing,
and
the
conversion
is
8
abandoned
and
does
not
become
effective.
The
articles
of
9
abandonment
must
contain
all
of
the
following:
10
a.
The
name
of
the
converting
entity.
11
b.
The
date
on
which
the
articles
of
conversion
were
filed
12
by
the
secretary
of
state.
13
c.
A
statement
that
the
conversion
has
been
abandoned
in
14
accordance
with
this
section.
15
Sec.
139.
NEW
SECTION
.
490.935
Effect
of
conversion.
16
1.
When
a
conversion
becomes
effective
all
of
the
following
17
shall
apply:
18
a.
All
property
owned
by,
and
every
contract
right
possessed
19
by,
the
converting
entity
remain
the
property
and
contract
20
rights
of
the
converted
entity
without
transfer,
reversion,
or
21
impairment.
22
b.
All
debts,
obligations,
and
other
liabilities
of
the
23
converting
entity
remain
the
debts,
obligations,
and
other
24
liabilities
of
the
converted
entity.
25
c.
The
name
of
the
converted
entity
may
but
need
not
be
26
substituted
for
the
name
of
the
converting
entity
in
any
27
pending
action
or
proceeding.
28
d.
If
the
converted
entity
is
a
filing
entity
or
a
domestic
29
business
corporation
or
a
domestic
or
foreign
nonprofit
30
corporation,
its
public
organic
record
and
its
private
organic
31
rules
become
effective.
32
e.
If
the
converted
entity
is
a
nonfiling
entity,
its
33
private
organic
rules
become
effective.
34
f.
If
the
converted
entity
is
a
limited
liability
35
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S.F.
2339
partnership,
the
filing
required
to
become
a
limited
liability
1
partnership
and
its
private
organic
rules
become
effective.
2
g.
The
shares
or
eligible
interests
of
the
converting
3
entity
are
reclassified
into
shares,
eligible
interests
or
4
other
securities,
obligations,
rights
to
acquire
shares,
5
eligible
interests
or
other
securities,
cash,
or
other
property
6
in
accordance
with
the
terms
of
the
conversion,
and
the
7
shareholders
or
interest
holders
of
the
converting
entity
are
8
entitled
only
to
the
rights
provided
to
them
by
those
terms
and
9
to
any
appraisal
rights
they
may
have
under
the
organic
law
of
10
the
converting
entity.
11
h.
The
converted
entity
is
all
of
the
following:
12
(1)
Incorporated
or
organized
under
and
subject
to
the
13
organic
law
of
the
converted
entity.
14
(2)
The
same
entity
without
interruption
as
the
converting
15
entity.
16
(3)
Deemed
to
have
been
incorporated
or
otherwise
17
organized
on
the
date
that
the
converting
entity
was
originally
18
incorporated
or
organized.
19
2.
When
a
conversion
of
a
domestic
corporation
to
a
foreign
20
eligible
entity
becomes
effective,
the
converted
entity
is
21
deemed
to
have
done
all
of
the
following:
22
a.
Appointed
the
secretary
of
state
as
its
agent
for
23
service
of
process
in
a
proceeding
to
enforce
the
rights
of
24
shareholders
who
exercise
appraisal
rights
in
connection
with
25
the
conversion.
26
b.
Agreed
that
it
will
promptly
pay
the
amount,
if
any,
to
27
which
such
shareholders
are
entitled
under
subchapter
XIII.
28
3.
Except
as
otherwise
provided
in
the
articles
of
29
incorporation
of
a
domestic
corporation
or
the
organic
law
or
30
organic
rules
of
a
foreign
corporation
or
a
domestic
or
foreign
31
eligible
entity,
a
shareholder
or
eligible
interest
holder
who
32
becomes
subject
to
interest
holder
liability
in
respect
of
a
33
domestic
corporation
or
eligible
entity
as
a
result
of
the
34
conversion
shall
have
such
interest
holder
liability
only
in
35
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S.F.
2339
respect
of
interest
holder
liabilities
that
arise
after
the
1
conversion
becomes
effective.
2
4.
Except
as
otherwise
provided
in
the
organic
law
or
the
3
organic
rules
of
the
eligible
entity,
the
interest
holder
4
liability
of
an
interest
holder
in
a
converting
eligible
entity
5
that
converts
to
a
domestic
corporation
who
had
interest
holder
6
liability
in
respect
of
such
converting
eligible
entity
before
7
the
conversion
becomes
effective
shall
be
as
follows:
8
a.
The
conversion
does
not
discharge
that
prior
interest
9
holder
liability
with
respect
to
any
interest
holder
10
liabilities
that
arose
before
the
conversion
became
effective.
11
b.
The
provisions
of
the
organic
law
of
the
eligible
entity
12
shall
continue
to
apply
to
the
collection
or
discharge
of
any
13
interest
holder
liabilities
preserved
by
paragraph
“a”
,
as
if
14
the
conversion
had
not
occurred.
15
c.
The
eligible
interest
holder
shall
have
such
rights
of
16
contribution
from
other
persons
as
are
provided
by
the
organic
17
law
of
the
eligible
entity
with
respect
to
any
interest
holder
18
liabilities
preserved
by
paragraph
“a”
,
as
if
the
conversion
had
19
not
occurred.
20
d.
The
eligible
interest
holder
shall
not,
by
reason
of
such
21
prior
interest
holder
liability,
have
interest
holder
liability
22
with
respect
to
any
interest
holder
liabilities
that
arise
23
after
the
conversion
becomes
effective.
24
5.
A
conversion
does
not
require
the
converting
entity
25
to
wind
up
its
affairs
and
does
not
constitute
or
cause
the
26
dissolution
or
termination
of
the
entity.
27
6.
Property
held
for
charitable
purposes
under
the
laws
of
28
this
state
by
a
corporation
or
a
domestic
or
foreign
eligible
29
entity
immediately
before
a
conversion
shall
not,
as
a
result
30
of
the
transaction,
be
diverted
from
the
objects
for
which
it
31
was
donated,
granted,
devised,
or
otherwise
transferred
except
32
and
to
the
extent
permitted
by
or
pursuant
to
the
laws
of
33
this
state
addressing
cy
pres
or
dealing
with
nondiversion
of
34
charitable
assets.
35
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7.
A
bequest,
devise,
gift,
grant,
or
promise
contained
1
in
a
will
or
other
instrument
of
donation,
subscription,
or
2
conveyance
which
is
made
to
the
converting
entity
and
which
3
takes
effect
or
remains
payable
after
the
conversion
inures
to
4
the
converted
entity.
5
8.
A
trust
obligation
that
would
govern
property
if
6
transferred
to
the
converting
entity
applies
to
property
that
7
is
transferred
to
the
converted
entity
after
the
conversion
8
takes
effect.
9
Sec.
140.
Section
490.1003,
Code
2020,
is
amended
by
10
striking
the
section
and
inserting
in
lieu
thereof
the
11
following:
12
490.1003
Amendment
by
board
of
directors
and
shareholders.
13
If
a
corporation
has
issued
shares,
an
amendment
to
the
14
articles
of
incorporation
shall
be
adopted
in
the
following
15
manner:
16
1.
The
proposed
amendment
shall
first
be
adopted
by
the
17
board
of
directors.
18
2.
a.
Except
as
provided
in
sections
490.1005,
490.1007,
19
and
490.1008,
the
amendment
shall
then
be
approved
by
the
20
shareholders.
In
submitting
the
proposed
amendment
to
the
21
shareholders
for
approval,
the
board
of
directors
shall
22
recommend
that
the
shareholders
approve
the
amendment,
unless
23
any
of
the
following
applies:
24
(1)
The
board
of
directors
makes
a
determination
that
25
because
of
conflicts
of
interest
or
other
special
circumstances
26
it
should
not
make
such
a
recommendation.
27
(2)
Section
490.826
applies.
28
b.
If
paragraph
“a”
,
subparagraph
(1)
or
(2)
applies,
the
29
board
must
inform
the
shareholders
of
the
basis
for
its
so
30
proceeding.
31
3.
The
board
of
directors
may
set
conditions
for
the
32
approval
of
the
amendment
by
the
shareholders
or
the
33
effectiveness
of
the
amendment.
34
4.
If
the
amendment
is
required
to
be
approved
by
the
35
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2339
shareholders,
and
the
approval
is
to
be
given
at
a
meeting,
1
the
corporation
shall
notify
each
shareholder,
regardless
of
2
whether
entitled
to
vote,
of
the
meeting
of
shareholders
at
3
which
the
amendment
is
to
be
submitted
for
approval.
The
4
notice
must
state
that
the
purpose,
or
one
of
the
purposes,
5
of
the
meeting
is
to
consider
the
amendment.
The
notice
must
6
contain
or
be
accompanied
by
a
copy
of
the
amendment.
7
5.
Unless
the
articles
of
incorporation
or
bylaws,
or
the
8
board
of
directors
acting
pursuant
to
subsection
3,
require
a
9
greater
vote
or
a
greater
quorum,
approval
of
the
amendment
10
requires
the
approval
of
the
shareholders
at
a
meeting
at
which
11
a
quorum
consisting
of
a
majority
of
the
votes
entitled
to
12
be
cast
on
the
amendment
exists,
and,
if
any
class
or
series
13
of
shares
is
entitled
to
vote
as
a
separate
group
on
the
14
amendment,
except
as
provided
in
section
490.1004,
subsection
15
3,
the
approval
of
each
such
separate
voting
group
at
a
meeting
16
at
which
a
quorum
of
the
voting
group
exists
consisting
of
a
17
majority
of
the
votes
entitled
to
be
cast
on
the
amendment
by
18
that
voting
group.
19
6.
a.
If
as
a
result
of
an
amendment
of
the
articles
20
of
incorporation
one
or
more
shareholders
of
a
domestic
21
corporation
would
become
subject
to
new
interest
holder
22
liability,
approval
of
the
amendment
requires
the
signing
in
23
connection
with
the
amendment,
by
each
such
shareholder,
of
a
24
separate
written
consent
to
become
subject
to
such
new
interest
25
holder
liability.
26
b.
Paragraph
“a”
does
not
apply
in
the
case
of
a
shareholder
27
that
already
has
interest
holder
liability
and
the
terms
and
28
conditions
of
the
new
interest
holder
liability
are
any
of
the
29
following:
30
(1)
Substantially
identical
to
those
of
the
existing
31
interest
holder
liability.
32
(2)
Substantially
identical
to
those
of
the
existing
33
interest
holder
liability,
other
than
changes
that
eliminate
or
34
reduce
such
interest
holder
liability.
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7.
As
used
in
subsection
6
and
section
490.1009,
“new
1
interest
holder
liability”
means
interest
holder
liability
2
of
a
person
resulting
from
an
amendment
of
the
articles
of
3
incorporation
if
any
of
the
following
applies:
4
a.
The
person
did
not
have
interest
holder
liability
before
5
the
amendment
becomes
effective.
6
b.
The
person
had
interest
holder
liability
before
the
7
amendment
becomes
effective,
the
terms
and
conditions
of
which
8
are
changed
when
the
amendment
becomes
effective.
9
Sec.
141.
Section
490.1004,
Code
2020,
is
amended
by
10
striking
the
section
and
inserting
in
lieu
thereof
the
11
following:
12
490.1004
Voting
on
amendments
by
voting
groups.
13
1.
The
holders
of
the
outstanding
shares
of
a
class
are
14
entitled
to
vote
as
a
separate
voting
group,
if
shareholder
15
voting
is
otherwise
required
by
this
chapter,
on
a
proposed
16
amendment
to
the
articles
of
incorporation
if
the
amendment
17
would
do
any
of
the
following:
18
a.
Effect
an
exchange
or
reclassification
of
all
or
part
of
19
the
shares
of
the
class
into
shares
of
another
class.
20
b.
Effect
an
exchange
or
reclassification,
or
create
the
21
right
of
exchange,
of
all
or
part
of
the
shares
of
another
22
class
into
shares
of
the
class.
23
c.
Change
the
rights,
preferences,
or
limitations
of
all
or
24
part
of
the
shares
of
the
class.
25
d.
Change
the
shares
of
all
or
part
of
the
class
into
a
26
different
number
of
shares
of
the
same
class.
27
e.
Create
a
new
class
of
shares
having
rights
or
preferences
28
with
respect
to
distributions
that
are
prior
or
superior
to
the
29
shares
of
the
class.
30
f.
Increase
the
rights,
preferences,
or
number
of
authorized
31
shares
of
any
class
that,
after
giving
effect
to
the
amendment,
32
have
rights
or
preferences
with
respect
to
distributions
that
33
are
prior
or
superior
to
the
shares
of
the
class.
34
g.
Limit
or
deny
an
existing
preemptive
right
of
all
or
part
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of
the
shares
of
the
class.
1
h.
Cancel
or
otherwise
affect
rights
to
distributions
that
2
have
accumulated
but
not
yet
been
authorized
on
all
or
part
of
3
the
shares
of
the
class.
4
2.
If
a
proposed
amendment
would
affect
a
series
of
a
class
5
of
shares
in
one
or
more
of
the
ways
described
in
subsection
1,
6
the
holders
of
shares
of
that
series
are
entitled
to
vote
as
a
7
separate
voting
group
on
the
proposed
amendment.
8
3.
If
a
proposed
amendment
that
entitles
the
holders
of
9
two
or
more
classes
or
series
of
shares
to
vote
as
separate
10
voting
groups
under
this
section
would
affect
those
two
or
more
11
classes
or
series
in
the
same
or
a
substantially
similar
way,
12
the
holders
of
shares
of
all
the
classes
or
series
so
affected
13
shall
vote
together
as
a
single
voting
group
on
the
proposed
14
amendment,
unless
otherwise
provided
in
the
articles
of
15
incorporation
or
added
as
a
condition
by
the
board
of
directors
16
pursuant
to
section
490.1003,
subsection
3.
17
4.
A
class
or
series
of
shares
is
entitled
to
the
voting
18
rights
granted
by
this
section
even
if
the
articles
of
19
incorporation
provide
that
the
shares
are
nonvoting
shares.
20
Sec.
142.
Section
490.1006,
Code
2020,
is
amended
by
21
striking
the
section
and
inserting
in
lieu
thereof
the
22
following:
23
490.1006
Articles
of
amendment.
24
1.
After
an
amendment
to
the
articles
of
incorporation
25
has
been
adopted
and
approved
in
the
manner
required
by
this
26
chapter
and
by
the
articles
of
incorporation,
the
corporation
27
shall
deliver
to
the
secretary
of
state,
for
filing,
articles
28
of
amendment,
which
must
set
forth
all
of
the
following:
29
a.
The
name
of
the
corporation.
30
b.
The
text
of
each
amendment
adopted,
or
the
information
31
required
by
section
490.120,
subsection
11,
paragraph
“e”
.
32
c.
If
an
amendment
provides
for
an
exchange,
33
reclassification,
or
cancellation
of
issued
shares,
34
provisions
for
implementing
the
amendment,
if
not
contained
in
35
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the
amendment
itself,
which
may
be
made
dependent
upon
facts
1
objectively
ascertainable
outside
the
articles
of
amendment
in
2
accordance
with
section
490.120,
subsection
11,
paragraph
“e”.
3
d.
The
date
of
each
amendment’s
adoption.
4
e.
For
an
amendment,
the
following:
5
(1)
If
it
was
adopted
by
the
incorporators
or
board
of
6
directors
without
shareholder
approval,
a
statement
that
the
7
amendment
was
duly
adopted
by
the
incorporators
or
by
the
board
8
of
directors,
as
the
case
may
be,
and
that
shareholder
approval
9
was
not
required.
10
(2)
If
it
required
approval
by
the
shareholders,
a
statement
11
that
the
amendment
was
duly
approved
by
the
shareholders
in
12
the
manner
required
by
this
chapter
and
by
the
articles
of
13
incorporation.
14
(3)
If
being
filed
pursuant
to
section
490.120,
subsection
15
11,
paragraph
“e”
,
a
statement
to
that
effect.
16
2.
Articles
of
amendment
shall
take
effect
at
the
effective
17
date
determined
in
accordance
with
section
490.123.
18
Sec.
143.
Section
490.1007,
Code
2020,
is
amended
by
19
striking
the
section
and
inserting
in
lieu
thereof
the
20
following:
21
490.1007
Restated
articles
of
incorporation.
22
1.
A
corporation’s
board
of
directors
may
restate
its
23
articles
of
incorporation
at
any
time,
without
shareholder
24
approval,
to
consolidate
all
amendments
into
a
single
document.
25
2.
If
the
restated
articles
include
one
or
more
new
26
amendments
that
require
shareholder
approval,
the
amendments
27
shall
be
adopted
and
approved
as
provided
in
section
490.1003.
28
3.
A
corporation
that
restates
its
articles
of
29
incorporation
shall
deliver
to
the
secretary
of
state
for
30
filing
articles
of
restatement
setting
forth
all
of
the
31
following:
32
a.
The
name
of
the
corporation.
33
b.
The
text
of
the
restated
articles
of
incorporation.
34
c.
A
statement
that
the
restated
articles
consolidate
all
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amendments
into
a
single
document.
1
d.
If
a
new
amendment
is
included
in
the
restated
articles,
2
the
statements
required
under
section
490.1006
with
respect
to
3
the
new
amendment.
4
4.
Duly
adopted
restated
articles
of
incorporation
5
supersede
the
original
articles
of
incorporation
and
all
6
amendments
to
the
articles
of
incorporation.
7
5.
The
secretary
of
state
may
certify
restated
articles
of
8
incorporation
as
the
articles
of
incorporation
currently
in
9
effect,
without
including
the
statements
required
by
subsection
10
3,
paragraph
“d”
.
11
Sec.
144.
Section
490.1009,
Code
2020,
is
amended
by
12
striking
the
section
and
inserting
in
lieu
thereof
the
13
following:
14
490.1009
Effect
of
amendment.
15
1.
An
amendment
to
the
articles
of
incorporation
does
not
16
affect
a
cause
of
action
existing
against
or
in
favor
of
the
17
corporation,
a
proceeding
to
which
the
corporation
is
a
party,
18
or
the
existing
rights
of
persons
other
than
the
shareholders.
19
An
amendment
changing
a
corporation’s
name
does
not
affect
a
20
proceeding
brought
by
or
against
the
corporation
in
its
former
21
name.
22
2.
A
shareholder
who
becomes
subject
to
new
interest
holder
23
liability
in
respect
of
the
corporation
as
a
result
of
an
24
amendment
to
the
articles
of
incorporation
shall
have
that
new
25
interest
holder
liability
only
in
respect
of
interest
holder
26
liabilities
that
arise
after
the
amendment
becomes
effective.
27
3.
Except
as
otherwise
provided
in
the
articles
of
28
incorporation
of
the
corporation,
the
interest
holder
liability
29
of
a
shareholder
who
had
interest
holder
liability
in
respect
30
of
the
corporation
before
the
amendment
becomes
effective
and
31
has
new
interest
holder
liability
after
the
amendment
becomes
32
effective
shall
be
as
follows:
33
a.
The
amendment
does
not
discharge
that
prior
interest
34
holder
liability
with
respect
to
any
interest
holder
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liabilities
that
arose
before
the
amendment
becomes
effective.
1
b.
The
provisions
of
the
articles
of
incorporation
of
2
the
corporation
relating
to
interest
holder
liability
as
in
3
effect
immediately
prior
to
the
amendment
shall
continue
to
4
apply
to
the
collection
or
discharge
of
any
interest
holder
5
liabilities
preserved
by
paragraph
“a”
,
as
if
the
amendment
had
6
not
occurred.
7
c.
The
shareholder
shall
have
such
rights
of
contribution
8
from
other
persons
as
are
provided
by
the
articles
of
9
incorporation
relating
to
interest
holder
liability
as
in
10
effect
immediately
prior
to
the
amendment
with
respect
to
any
11
interest
holder
liabilities
preserved
by
paragraph
“a”
,
as
if
12
the
amendment
had
not
occurred.
13
d.
The
shareholder
shall
not,
by
reason
of
such
prior
14
interest
holder
liability,
have
interest
holder
liability
with
15
respect
to
any
interest
holder
liabilities
that
arise
after
the
16
amendment
becomes
effective.
17
Sec.
145.
Section
490.1020,
Code
2020,
is
amended
by
18
striking
the
section
and
inserting
in
lieu
thereof
the
19
following:
20
490.1020
Authority
to
amend.
21
1.
A
corporation’s
shareholders
may
amend
or
repeal
the
22
corporation’s
bylaws.
23
2.
A
corporation’s
board
of
directors
may
amend
or
repeal
24
the
corporation’s
bylaws
unless
any
of
the
following
apply:
25
a.
The
articles
of
incorporation,
section
490.1021,
or,
if
26
applicable,
section
490.1022,
reserve
that
power
exclusively
to
27
the
shareholders
in
whole
or
part.
28
b.
Except
as
provided
in
section
490.206,
subsection
4,
29
the
shareholders
in
amending,
repealing,
or
adopting
a
bylaw
30
expressly
provide
that
the
board
of
directors
shall
not
amend,
31
repeal,
or
adopt
that
bylaw.
32
3.
A
shareholder
of
the
corporation
does
not
have
a
vested
33
property
right
resulting
from
any
provision
in
the
bylaws.
34
Sec.
146.
Section
490.1021,
Code
2020,
is
amended
by
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striking
the
section
and
inserting
in
lieu
thereof
the
1
following:
2
490.1021
Bylaw
increasing
quorum
or
voting
requirement
for
3
directors.
4
1.
A
bylaw
that
increases
a
quorum
or
voting
requirement
5
for
the
board
of
directors
or
that
requires
a
meeting
of
6
shareholders
to
be
held
at
a
place
may
be
amended
or
repealed
7
as
follows:
8
a.
If
originally
adopted
by
the
shareholders,
only
by
the
9
shareholders,
unless
the
bylaw
otherwise
provides.
10
b.
If
adopted
by
the
board
of
directors,
either
by
the
11
shareholders
or
by
the
board
of
directors.
12
2.
A
bylaw
adopted
or
amended
by
the
shareholders
that
13
increases
a
quorum
or
voting
requirement
for
the
board
of
14
directors
may
provide
that
it
can
be
amended
or
repealed
only
15
by
a
specified
vote
of
either
the
shareholders
or
the
board
of
16
directors.
17
3.
Action
by
the
board
of
directors
under
subsection
1
18
to
amend
or
repeal
a
bylaw
that
changes
a
quorum
or
voting
19
requirement
for
the
board
of
directors
shall
meet
the
same
20
quorum
requirement
and
be
adopted
by
the
same
vote
required
to
21
take
action
under
the
quorum
and
voting
requirement
then
in
22
effect
or
proposed
to
be
adopted,
whichever
is
greater.
23
Sec.
147.
NEW
SECTION
.
490.1022
Bylaw
provisions
relating
24
to
the
election
of
directors.
25
1.
Unless
the
articles
of
incorporation
specifically
26
prohibit
the
adoption
of
a
bylaw
pursuant
to
this
section,
27
alter
the
vote
specified
in
section
490.728,
subsection
1,
or
28
provide
for
cumulative
voting,
a
corporation
may
elect
in
its
29
bylaws
to
be
governed
in
the
election
of
directors
as
follows:
30
a.
Each
vote
entitled
to
be
cast
may
be
voted
for
or
against
31
up
to
that
number
of
candidates
that
is
equal
to
the
number
32
of
directors
to
be
elected,
or
a
shareholder
may
indicate
an
33
abstention,
but
without
cumulating
the
votes.
34
b.
To
be
elected,
a
nominee
shall
have
received
a
plurality
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of
the
votes
cast
by
holders
of
shares
entitled
to
vote
1
in
the
election
at
a
meeting
at
which
a
quorum
is
present,
2
provided
that
a
nominee
who
is
elected
but
receives
more
votes
3
against
than
for
election
shall
serve
as
a
director
for
a
term
4
that
shall
terminate
on
the
date
that
is
the
earlier
of
the
5
following:
6
(1)
(a)
Ninety
days
from
the
date
on
which
the
voting
7
results
are
determined
pursuant
to
section
490.729,
subsection
8
2,
paragraph
“e”
.
9
(b)
The
date
on
which
an
individual
is
selected
by
the
10
board
of
directors
to
fill
the
office
held
by
such
director,
11
which
selection
shall
be
deemed
to
constitute
the
filling
of
a
12
vacancy
by
the
board
to
which
section
490.810
applies.
13
(2)
Subject
to
subsection
1,
paragraph
“c”
,
a
nominee
who
is
14
elected
but
receives
more
votes
against
than
for
election
shall
15
not
serve
as
a
director
beyond
the
ninety-day
period
provided
16
in
subparagraph
division
(a).
17
c.
The
board
of
directors
may
select
any
qualified
18
individual
to
fill
the
office
held
by
a
director
who
received
19
more
votes
against
than
for
election.
20
2.
a.
Subsection
1
does
not
apply
to
an
election
of
21
directors
by
a
voting
group
if
any
of
the
fo1lowing
applies:
22
(1)
At
the
expiration
of
the
time
fixed
under
a
provision
23
requiring
advance
notification
of
director
candidates.
24
(2)
Absent
such
a
provision,
at
a
time
fixed
by
the
board
of
25
directors
which
is
not
more
than
fourteen
days
before
notice
26
is
given
of
the
meeting
at
which
the
election
is
to
occur,
27
there
are
more
candidates
for
election
by
the
voting
group
than
28
the
number
of
directors
to
be
elected,
one
or
more
of
whom
are
29
properly
proposed
by
shareholders.
30
b.
An
individual
shall
not
be
considered
a
candidate
for
31
purposes
of
paragraph
“a”
,
if
the
board
of
directors
determines
32
before
the
notice
of
meeting
is
given
that
such
individual’s
33
candidacy
does
not
create
a
bona
fide
election
contest.
34
3.
A
bylaw
electing
to
be
governed
by
this
section
may
be
35
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repealed
under
any
of
the
following
circumstances:
1
a.
If
originally
adopted
by
the
shareholders,
only
by
the
2
shareholders,
unless
the
bylaw
otherwise
provides.
3
b.
If
adopted
by
the
board
of
directors,
by
the
board
of
4
directors
or
the
shareholders.
5
Sec.
148.
Section
490.1101,
Code
2020,
is
amended
by
6
striking
the
section
and
inserting
in
lieu
thereof
the
7
following:
8
490.1101
Subchapter
definitions.
9
As
used
in
this
subchapter:
10
1.
“Acquired
entity”
means
the
domestic
or
foreign
11
corporation
or
eligible
entity
that
will
have
all
of
one
or
12
more
classes
or
series
of
its
shares
or
eligible
interests
13
acquired
in
a
share
exchange.
14
2.
“Acquiring
entity”
means
the
domestic
or
foreign
15
corporation
or
eligible
entity
that
will
acquire
all
of
one
or
16
more
classes
or
series
of
shares
or
eligible
interests
of
the
17
acquired
entity
in
a
share
exchange.
18
3.
“New
interest
holder
liability”
means
interest
holder
19
liability
of
a
person,
resulting
from
a
merger
or
share
20
exchange,
that
is
any
of
the
following:
21
a.
In
respect
of
an
entity
which
is
different
from
the
22
entity
in
which
the
person
held
shares
or
eligible
interests
23
immediately
before
the
merger
or
share
exchange
became
24
effective.
25
b.
In
respect
of
the
same
entity
as
the
one
in
which
the
26
person
held
shares
or
eligible
interests
immediately
before
27
the
merger
or
share
exchange
became
effective
if
any
of
the
28
following
apply:
29
(1)
The
person
did
not
have
interest
holder
liability
30
immediately
before
the
merger
or
share
exchange
became
31
effective.
32
(2)
The
person
had
interest
holder
liability
immediately
33
before
the
merger
or
share
exchange
became
effective,
the
terms
34
and
conditions
of
which
were
changed
when
the
merger
or
share
35
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exchange
became
effective.
1
4.
“Party
to
a
merger”
means
any
domestic
or
foreign
2
corporation
or
eligible
entity
that
will
merge
under
a
plan
of
3
merger
but
does
not
include
a
survivor
created
by
the
merger.
4
5.
“Survivor”
in
a
merger
means
the
domestic
or
foreign
5
corporation
or
eligible
entity
into
which
one
or
more
other
6
corporations
or
eligible
entities
are
merged.
7
Sec.
149.
Section
490.1102,
Code
2020,
is
amended
by
8
striking
the
section
and
inserting
in
lieu
thereof
the
9
following:
10
490.1102
Merger.
11
1.
By
complying
with
this
subchapter,
all
of
the
following
12
apply:
13
a.
One
or
more
domestic
business
corporations
may
merge
14
with
one
or
more
domestic
or
foreign
business
corporations
or
15
eligible
entities
pursuant
to
a
plan
of
merger,
resulting
in
16
a
survivor.
17
b.
Two
or
more
foreign
business
corporations
or
domestic
or
18
foreign
eligible
entities
may
merge,
resulting
in
a
survivor
19
that
is
a
domestic
business
corporation
created
in
the
merger.
20
2.
By
complying
with
the
provisions
of
this
subchapter
21
applicable
to
foreign
entities,
a
foreign
business
corporation
22
or
a
foreign
eligible
entity
may
be
a
party
to
a
merger
with
23
a
domestic
business
corporation,
or
may
be
created
as
the
24
survivor
in
a
merger
in
which
a
domestic
business
corporation
25
is
a
party,
but
only
if
the
merger
is
permitted
by
the
organic
26
law
of
the
foreign
business
corporation
or
eligible
entity.
27
3.
If
the
organic
law
or
organic
rules
of
a
domestic
28
eligible
entity
do
not
provide
procedures
for
the
approval
29
of
a
merger,
a
plan
of
merger
may
nonetheless
be
adopted
30
and
approved
by
the
unanimous
consent
of
all
of
the
interest
31
holders
of
such
eligible
entity,
and
the
merger
may
thereafter
32
by
effected
as
provided
in
the
other
provisions
of
this
33
subchapter;
and
for
the
purposes
of
applying
this
subchapter
in
34
such
a
case
all
of
the
following
shall
apply:
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a.
The
eligible
entity,
its
members
or
interest
holders,
1
eligible
interests
and
articles
of
incorporation
or
other
2
organic
rules
taken
together
shall
be
deemed
to
be
a
domestic
3
business
corporation,
shareholders,
shares
and
articles
of
4
incorporation,
respectively
and
vice
versa
as
the
context
may
5
require.
6
b.
If
the
business
and
affairs
of
the
eligible
entity
are
7
managed
by
a
person
or
persons
that
are
not
identical
to
the
8
members
or
interest
holders,
that
group
shall
be
deemed
to
be
9
the
board
of
directors.
10
4.
The
plan
of
merger
must
include
all
of
the
following:
11
a.
As
to
each
party
to
the
merger,
its
name,
jurisdiction
of
12
formation,
and
type
of
entity.
13
b.
The
survivor’s
name,
jurisdiction
of
formation,
and
type
14
of
entity,
and,
if
the
survivor
is
to
be
created
in
the
merger,
15
a
statement
to
that
effect.
16
c.
The
terms
and
conditions
of
the
merger.
17
d.
The
manner
and
basis
of
converting
the
shares
of
18
each
merging
domestic
or
foreign
business
corporation
and
19
eligible
interests
of
each
merging
domestic
or
foreign
eligible
20
entity
into
shares
or
other
securities,
eligible
interests,
21
obligations,
rights
to
acquire
shares,
other
securities
or
22
eligible
interests,
cash,
other
property,
or
any
combination
23
of
the
foregoing.
24
e.
The
articles
of
incorporation
of
any
domestic
or
foreign
25
business
or
nonprofit
corporation,
or
the
public
organic
26
record
of
any
domestic
or
foreign
unincorporated
entity,
to
be
27
created
by
the
merger,
or
if
a
new
domestic
or
foreign
business
28
or
nonprofit
corporation
or
unincorporated
entity
is
not
to
29
be
created
by
the
merger,
any
amendments
to
the
survivor’s
30
articles
of
incorporation
or
other
public
organic
record.
31
f.
Any
other
provisions
required
by
the
laws
under
which
any
32
party
to
the
merger
is
organized
or
by
which
it
is
governed,
or
33
by
the
articles
of
incorporation
or
organic
rules
of
any
such
34
party.
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5.
In
addition
to
the
requirements
of
subsection
4,
a
plan
1
of
merger
may
contain
any
other
provision
not
prohibited
by
2
law.
3
6.
Terms
of
a
plan
of
merger
may
be
made
dependent
on
facts
4
objectively
ascertainable
outside
the
plan
in
accordance
with
5
section
490.120,
subsection
11.
6
7.
A
plan
of
merger
may
be
amended
only
with
the
consent
of
7
each
party
to
the
merger,
except
as
provided
in
the
plan.
A
8
domestic
party
to
a
merger
may
approve
an
amendment
to
a
plan
9
in
any
of
the
following
manners:
10
a.
In
the
same
manner
as
the
plan
was
approved,
if
the
plan
11
does
not
provide
for
the
manner
in
which
it
may
be
amended.
12
b.
In
the
manner
provided
in
the
plan,
except
that
13
shareholders,
members,
or
interest
holders
that
were
entitled
14
to
vote
on
or
consent
to
approval
of
the
plan
are
entitled
15
to
vote
on
or
consent
to
any
amendment
of
the
plan
that
will
16
change
any
of
the
following:
17
(1)
The
amount
or
kind
of
shares
or
other
securities,
18
eligible
interests,
obligations,
rights
to
acquire
shares,
19
other
securities
or
eligible
interests,
cash,
or
other
property
20
to
be
received
under
the
plan
by
the
shareholders,
members,
or
21
interest
holders
of
any
party
to
the
merger.
22
(2)
The
articles
of
incorporation
of
any
domestic
or
foreign
23
business
or
nonprofit
corporation,
or
the
organic
rules
of
24
any
unincorporated
entity,
that
will
be
the
survivor
of
the
25
merger,
except
for
changes
permitted
by
section
490.1005
or
by
26
comparable
provisions
of
the
organic
law
of
any
such
foreign
27
corporation
or
domestic
or
foreign
nonprofit
corporation
or
28
unincorporated
entity.
29
(3)
Any
of
the
other
terms
or
conditions
of
the
plan
if
the
30
change
would
adversely
affect
such
shareholders,
members,
or
31
interest
holders
in
any
material
respect.
32
Sec.
150.
Section
490.1103,
Code
2020,
is
amended
by
33
striking
the
section
and
inserting
in
lieu
thereof
the
34
following:
35
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490.1103
Share
exchange.
1
1.
By
complying
with
this
subchapter
all
of
the
following
2
apply:
3
a.
A
domestic
corporation
may
acquire
all
of
the
shares
of
4
one
or
more
classes
or
series
of
shares
of
another
domestic
or
5
foreign
corporation,
or
all
of
the
eligible
interests
of
one
or
6
more
classes
or
series
of
interests
of
a
domestic
or
foreign
7
eligible
entity,
in
exchange
for
shares
or
other
securities,
8
eligible
interests,
obligations,
rights
to
acquire
shares
or
9
other
securities
or
eligible
interests,
cash,
other
property,
10
or
any
combination
of
the
foregoing,
pursuant
to
a
plan
of
11
share
exchange.
12
b.
All
of
the
shares
of
one
or
more
classes
or
series
of
13
shares
of
a
domestic
corporation
may
be
acquired
by
another
14
domestic
or
foreign
corporation
or
eligible
entity,
in
15
exchange
for
shares
or
other
securities,
eligible
interests,
16
obligations,
rights
to
acquire
shares
or
other
securities
or
17
eligible
interests,
cash,
other
property,
or
any
combination
of
18
the
foregoing,
pursuant
to
a
plan
of
share
exchange.
19
2.
A
foreign
corporation
or
eligible
entity
may
be
the
20
acquired
entity
in
a
share
exchange
only
if
the
share
exchange
21
is
permitted
by
the
organic
law
of
that
corporation
or
other
22
entity.
23
3.
If
the
organic
law
or
organic
rules
of
a
domestic
24
eligible
entity
do
not
provide
procedures
for
the
approval
25
of
a
share
exchange,
a
plan
of
share
exchange
may
be
adopted
26
and
approved,
and
the
share
exchange
effected,
in
accordance
27
with
the
procedures,
if
any,
for
a
merger.
If
the
organic
28
law
or
organic
rules
of
a
domestic
eligible
entity
do
not
29
provide
procedures
for
the
approval
of
either
a
share
exchange
30
or
a
merger,
a
plan
of
share
exchange
may
nonetheless
be
31
adopted
and
approved
by
the
unanimous
consent
of
all
of
the
32
interest
holders
of
such
eligible
entity
whose
interests
will
33
be
exchanged
under
the
plan
of
share
exchange,
and
the
share
34
exchange
may
thereafter
be
effected
as
provided
in
the
other
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provisions
of
this
subchapter;
and
for
purposes
of
applying
1
this
subchapter
in
such
a
case
all
of
the
following
apply:
2
a.
The
eligible
entity,
its
interest
holders,
interests,
3
and
articles
of
incorporation
or
other
organic
rules
taken
4
together
shall
be
deemed
to
be
a
domestic
business
corporation,
5
shareholders,
shares
and
articles
of
incorporation,
6
respectively
and
vice
versa
as
the
context
may
require.
7
b.
If
the
business
and
affairs
of
the
eligible
entity
are
8
managed
by
a
person
or
persons
that
are
not
identical
to
the
9
members
or
interest
holders,
that
person
or
those
persons
shall
10
be
deemed
to
be
the
board
of
directors.
11
4.
The
plan
of
share
exchange
must
include
all
of
the
12
following:
13
a.
The
name
of
each
domestic
or
foreign
corporation
or
other
14
eligible
entity
the
shares
or
eligible
interests
of
which
will
15
be
acquired
and
the
name
of
the
domestic
or
foreign
corporation
16
or
eligible
entity
that
will
acquire
those
shares
or
eligible
17
interests.
18
b.
The
terms
and
conditions
of
the
share
exchange.
19
c.
The
manner
and
basis
of
exchanging
shares
of
a
domestic
20
or
foreign
corporation
or
eligible
interests
in
a
domestic
or
21
foreign
eligible
entity
the
shares
or
eligible
interests
of
22
which
will
be
acquired
under
the
share
exchange
for
shares
or
23
other
securities,
eligible
interests,
obligations,
rights
to
24
acquire
shares,
other
securities,
or
eligible
interests,
cash,
25
other
property,
or
any
combination
of
the
foregoing.
26
d.
Any
other
provisions
required
by
the
organic
law
27
governing
the
acquired
entity
or
its
articles
of
incorporation
28
or
organic
rules.
29
5.
The
terms
of
a
plan
of
share
exchange
may
be
made
30
dependent
on
facts
objectively
ascertainable
outside
the
plan
31
in
accordance
with
section
490.120,
subsection
11.
32
6.
A
plan
of
share
exchange
may
be
amended
only
with
the
33
consent
of
each
party
to
the
share
exchange,
except
as
provided
34
in
the
plan.
A
domestic
entity
may
approve
an
amendment
to
a
35
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plan
in
any
of
the
following
manners:
1
a.
In
the
same
manner
as
the
plan
was
approved,
if
the
plan
2
does
not
provide
for
the
manner
in
which
it
may
be
amended.
3
b.
In
the
manner
provided
in
the
plan,
except
that
4
shareholders,
members,
or
interest
holders
that
were
entitled
5
to
vote
on
or
consent
to
approval
of
the
plan
are
entitled
6
to
vote
on
or
consent
to
any
amendment
of
the
plan
that
will
7
change
any
of
the
following:
8
(1)
The
amount
or
kind
of
shares
or
other
securities,
9
eligible
interests,
obligations,
rights
to
acquire
shares,
10
other
securities
or
eligible
interests,
cash,
or
other
property
11
to
be
received
under
the
plan
by
the
shareholders,
members,
or
12
interest
holders
of
the
acquired
entity.
13
(2)
Any
of
the
other
terms
or
conditions
of
the
plan
if
the
14
change
would
adversely
affect
such
shareholders,
members,
or
15
interest
holders
in
any
material
respect.
16
Sec.
151.
Section
490.1104,
Code
2020,
is
amended
by
17
striking
the
section
and
inserting
in
lieu
thereof
the
18
following:
19
490.1104
Action
on
a
plan
of
merger
or
share
exchange.
20
In
the
case
of
a
domestic
corporation
that
is
a
party
to
a
21
merger
or
the
acquired
entity
in
a
share
exchange,
the
plan
22
of
merger
or
share
exchange
shall
be
adopted
in
the
following
23
manner:
24
1.
The
plan
of
merger
or
share
exchange
shall
first
be
25
adopted
by
the
board
of
directors.
26
2.
a.
Except
as
provided
in
subsections
8,
10,
and
12,
and
27
in
section
490.1105,
the
plan
of
merger
or
share
exchange
shall
28
then
be
approved
by
the
shareholders.
In
submitting
the
plan
29
of
merger
or
share
exchange
to
the
shareholders
for
approval,
30
the
board
of
directors
shall
recommend
that
the
shareholders
31
approve
the
plan,
or,
in
the
case
of
an
offer
referred
to
in
32
subsection
10,
paragraph
“b”
,
that
the
shareholders
tender
33
their
shares
to
the
offeror
in
response
to
the
offer,
unless
34
any
of
the
following
apply:
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(1)
The
board
of
directors
makes
a
determination
that
1
because
of
conflicts
of
interest
or
other
special
circumstances
2
it
should
not
make
such
a
recommendation.
3
(2)
Section
490.826
applies.
4
b.
If
either
paragraph
“a”
,
subparagraph
(1)
or
(2),
5
applies,
the
board
shall
inform
the
shareholders
of
the
basis
6
for
its
so
proceeding.
7
3.
The
board
of
directors
may
set
conditions
for
the
8
approval
of
the
plan
of
merger
or
share
exchange
by
the
9
shareholders
or
the
effectiveness
of
the
plan
of
merger
or
10
share
exchange.
11
4.
If
the
plan
of
merger
or
share
exchange
is
required
12
to
be
approved
by
the
shareholders,
and
if
the
approval
is
13
to
be
given
at
a
meeting,
the
corporation
shall
notify
each
14
shareholder,
regardless
of
whether
entitled
to
vote,
of
the
15
meeting
of
shareholders
at
which
the
plan
is
to
be
submitted
16
for
approval.
The
notice
must
state
that
the
purpose,
or
one
17
of
the
purposes,
of
the
meeting
is
to
consider
the
plan
and
18
must
contain
or
be
accompanied
by
a
copy
or
summary
of
the
19
plan.
If
the
corporation
is
to
be
merged
into
an
existing
20
foreign
or
domestic
corporation
or
eligible
entity,
the
notice
21
must
also
include
or
be
accompanied
by
a
copy
or
summary
of
the
22
articles
of
incorporation
and
bylaws
or
the
organic
rules
of
23
that
corporation
or
eligible
entity.
If
the
corporation
is
to
24
be
merged
with
a
domestic
or
foreign
corporation
or
eligible
25
entity
and
a
new
domestic
or
foreign
corporation
or
eligible
26
entity
is
to
be
created
pursuant
to
the
merger,
the
notice
27
must
include
or
be
accompanied
by
a
copy
or
a
summary
of
the
28
articles
of
incorporation
and
bylaws
or
the
organic
rules
of
29
the
new
corporation
or
eligible
entity.
30
5.
Unless
the
articles
of
incorporation,
bylaws,
or
the
31
board
of
directors
acting
pursuant
to
subsection
3,
require
32
a
greater
vote
or
a
greater
quorum,
approval
of
the
plan
33
of
merger
or
share
exchange
requires
the
approval
of
the
34
shareholders
at
a
meeting
at
which
a
quorum
exists
consisting
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of
a
majority
of
the
votes
entitled
to
be
cast
on
the
plan,
1
and,
if
any
class
or
series
of
shares
is
entitled
to
vote
as
2
a
separate
group
on
the
plan
of
merger
or
share
exchange,
the
3
approval
of
each
such
separate
voting
group
at
a
meeting
at
4
which
a
quorum
of
the
voting
group
is
present
consisting
of
5
a
majority
of
the
votes
entitled
to
be
cast
on
the
merger
or
6
share
exchange
by
that
voting
group.
7
6.
Subject
to
subsection
7,
separate
voting
by
voting
groups
8
is
required
for
each
of
the
following:
9
a.
On
a
plan
of
merger,
by
each
class
or
series
of
shares
10
that
are
any
of
the
following:
11
(1)
To
be
converted
under
the
plan
of
merger
into
shares,
12
other
securities,
eligible
interests,
obligations,
rights
to
13
acquire
shares,
other
securities
or
eligible
interests,
cash,
14
other
property,
or
any
combination
of
the
foregoing.
15
(2)
Entitled
to
vote
as
a
separate
group
on
a
provision
in
16
the
plan
that
constitutes
a
proposed
amendment
to
the
articles
17
of
incorporation
of
a
surviving
corporation
that
requires
18
action
by
separate
voting
groups
under
section
490.1004.
19
b.
On
a
plan
of
share
exchange,
by
each
class
or
series
20
of
shares
included
in
the
exchange,
with
each
class
or
series
21
constituting
a
separate
voting
group.
22
c.
On
a
plan
of
merger
or
share
exchange,
if
the
voting
23
group
is
entitled
under
the
articles
of
incorporation
to
24
vote
as
a
voting
group
to
approve
a
plan
of
merger
or
share
25
exchange,
respectively.
26
7.
The
articles
of
incorporation
may
expressly
limit
or
27
eliminate
the
separate
voting
rights
provided
in
subsection
6,
28
paragraph
“a”
,
subparagraph
(1),
and
subsection
6,
paragraph
29
“b”
,
as
to
any
class
or
series
of
shares,
except
when
all
of
the
30
following
apply:
31
a.
The
plan
of
merger
or
share
exchange
includes
what
is
32
or
would
be
in
effect
an
amendment
subject
to
subsection
6,
33
paragraph
“a”
,
subparagraph
(2).
34
b.
The
plan
of
merger
or
share
exchange
will
not
effect
a
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substantive
business
combination.
1
8.
Unless
the
articles
of
incorporation
otherwise
provide,
2
approval
by
the
corporation’s
shareholders
of
a
plan
of
3
merger
is
not
required
if
all
of
the
following
conditions
are
4
satisfied:
5
a.
The
corporation
will
survive
the
merger.
6
b.
Except
for
amendments
permitted
by
section
490.1005,
its
7
articles
of
incorporation
will
not
be
changed.
8
c.
Each
shareholder
of
the
corporation
whose
shares
were
9
outstanding
immediately
before
the
effective
date
of
the
merger
10
or
share
exchange
will
hold
the
same
number
of
shares,
with
11
identical
preferences,
rights,
and
limitations,
immediately
12
after
the
effective
date
of
the
merger.
13
d.
The
issuance
in
the
merger
of
shares
or
other
securities
14
convertible
into
or
rights
exercisable
for
shares
does
not
15
require
a
vote
under
section
490.621,
subsection
6.
16
9.
a.
If,
as
a
result
of
a
merger
or
share
exchange,
one
17
or
more
shareholders
of
a
domestic
corporation
would
become
18
subject
to
new
interest
holder
liability,
approval
of
the
plan
19
of
merger
or
share
exchange
requires
the
signing
in
connection
20
with
the
transaction,
by
each
such
shareholder,
of
a
separate
21
written
consent
to
become
subject
to
such
new
interest
holder
22
liability.
23
b.
Paragraph
“a”
does
not
apply
in
the
case
of
a
shareholder
24
that
already
has
interest
holder
liability
with
respect
to
such
25
domestic
corporation,
if
all
of
the
following
apply:
26
(1)
The
new
interest
holder
liability
is
with
respect
to
27
a
domestic
or
foreign
corporation,
which
may
be
a
different
28
or
the
same
domestic
corporation
in
which
the
person
is
a
29
shareholder.
30
(2)
The
terms
and
conditions
of
the
new
interest
holder
31
liability
are
substantially
identical
to
those
of
the
existing
32
interest
holder
liability,
other
than
for
changes
that
33
eliminate
or
reduce
such
interest
holder
liability.
34
10.
Unless
the
articles
of
incorporation
otherwise
provide,
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approval
by
the
shareholders
of
a
plan
of
merger
or
share
1
exchange
is
not
required
if
all
of
the
following
apply:
2
a.
The
plan
of
merger
or
share
exchange
expressly
permits
or
3
requires
the
merger
or
share
exchange
to
be
effected
under
this
4
subsection
and
provides
that,
if
the
merger
or
share
exchange
5
is
to
be
effected
under
this
subsection,
the
merger
or
share
6
exchange
will
be
effected
as
soon
as
practicable
following
the
7
satisfaction
of
the
requirement
set
forth
in
paragraph
“f”
.
8
b.
Another
party
to
the
merger,
the
acquiring
entity
in
9
the
share
exchange,
or
a
parent
of
another
party
to
the
merger
10
or
the
acquiring
entity
in
the
share
exchange,
makes
an
offer
11
to
purchase,
on
the
terms
provided
in
the
plan
of
merger
or
12
share
exchange,
any
and
all
of
the
outstanding
shares
of
the
13
corporation
that,
absent
this
subsection,
would
be
entitled
to
14
vote
on
the
plan
of
merger
or
share
exchange,
except
that
the
15
offer
may
exclude
shares
of
the
corporation
that
are
owned
at
16
the
commencement
of
the
offer
by
the
corporation,
the
offeror,
17
or
any
parent
of
the
offeror,
or
by
any
wholly
owned
subsidiary
18
of
any
of
the
foregoing.
19
c.
The
offer
discloses
that
the
plan
of
merger
or
share
20
exchange
provides
that
the
merger
or
share
exchange
will
be
21
effected
as
soon
as
practicable
following
the
satisfaction
of
22
the
requirement
set
forth
in
paragraph
“f”
and
that
the
shares
23
of
the
corporation
that
are
not
tendered
in
response
to
the
24
offer
will
be
treated
as
set
forth
in
paragraph
“h”
.
25
d.
The
offer
remains
open
for
at
least
ten
days.
26
e.
The
offeror
purchases
all
shares
properly
tendered
in
27
response
to
the
offer
and
not
properly
withdrawn.
28
f.
The
shares
listed
below
are
collectively
entitled
to
cast
29
at
least
the
minimum
number
of
votes
on
the
merger
or
share
30
exchange
that,
absent
this
subsection,
would
be
required
by
31
this
subchapter
and
by
the
articles
of
incorporation
for
the
32
approval
of
the
merger
or
share
exchange
by
the
shareholders
33
and
by
any
other
voting
group
entitled
to
vote
on
the
merger
34
or
share
exchange
at
a
meeting
at
which
all
shares
entitled
to
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vote
on
the
approval
were
present
and
voted:
1
(1)
Shares
purchased
by
the
offeror
in
accordance
with
the
2
offer.
3
(2)
Shares
otherwise
owned
by
the
offeror
or
by
any
parent
4
of
the
offeror
or
any
wholly
owned
subsidiary
of
any
of
the
5
foregoing.
6
(3)
Shares
subject
to
an
agreement
that
they
are
to
be
7
transferred,
contributed,
or
delivered
to
the
offeror,
any
8
parent
of
the
offeror,
or
any
wholly
owned
subsidiary
of
any
of
9
the
foregoing
in
exchange
for
shares
or
eligible
interests
in
10
such
offeror,
parent,
or
subsidiary.
11
g.
The
offeror
or
a
wholly
owned
subsidiary
of
the
offeror
12
merges
with
or
into,
or
effects
a
share
exchange
in
which
it
13
acquires
shares
of,
the
corporation.
14
h.
Each
outstanding
share
of
each
class
or
series
of
shares
15
of
the
corporation
that
the
offeror
is
offering
to
purchase
16
in
accordance
with
the
offer,
and
that
is
not
purchased
in
17
accordance
with
the
offer,
is
to
be
converted
in
the
merger
18
into,
or
into
the
right
to
receive,
or
is
to
be
exchanged
19
in
the
share
exchange
for,
or
for
the
right
to
receive,
20
the
same
amount
and
kind
of
securities,
eligible
interests,
21
obligations,
rights,
cash,
or
other
property
to
be
paid
or
22
exchanged
in
accordance
with
the
offer
for
each
share
of
23
that
class
or
series
of
shares
that
is
tendered
in
response
24
to
the
offer,
except
that
shares
of
the
corporation
that
are
25
owned
by
the
corporation
or
that
are
described
in
paragraph
26
“f”
,
subparagraph
(2)
or
(3),
need
not
be
converted
into
or
27
exchanged
for
the
consideration
described
in
this
paragraph
28
“h”
.
29
11.
As
used
in
subsection
10:
30
a.
“Offer”
means
the
offer
referred
to
in
subsection
10,
31
paragraph
“b”
.
32
b.
“Offeror”
means
the
person
making
the
offer.
33
c.
“Parent”
of
an
entity
means
a
person
that
owns,
directly
34
or
indirectly,
through
one
or
more
wholly
owned
subsidiaries,
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all
of
the
outstanding
shares
of
or
eligible
interests
in
that
1
entity.
2
d.
Shares
tendered
in
response
to
the
offer
shall
be
deemed
3
to
have
been
“purchased”
in
accordance
with
the
offer
at
the
4
earliest
time
as
of
which
the
following
applies:
5
(1)
The
offeror
has
irrevocably
accepted
those
shares
for
6
payment.
7
(2)
Either
of
the
following
applies:
8
(a)
In
the
case
of
shares
represented
by
certificates,
the
9
offeror,
or
the
offeror’s
designated
depository
or
other
agent,
10
has
physically
received
the
certificates
representing
those
11
shares.
12
(b)
In
the
case
of
shares
without
certificates,
those
shares
13
have
been
transferred
into
the
account
of
the
offeror
or
its
14
designated
depository
or
other
agent,
or
an
agent’s
message
15
relating
to
those
shares
has
been
received
by
the
offeror
or
16
its
designated
depository
or
other
agent.
17
e.
“Wholly
owned
subsidiary”
of
a
person
means
an
entity
of
18
or
in
which
that
person
owns,
directly
or
indirectly,
through
19
one
or
more
wholly
owned
subsidiaries,
all
of
the
outstanding
20
shares
or
eligible
interests.
21
12.
Unless
the
articles
of
incorporation
otherwise
provide,
22
all
of
the
following
applies:
23
a.
Approval
of
a
plan
of
share
exchange
by
the
shareholders
24
of
a
domestic
corporation
is
not
required
if
the
corporation
is
25
the
acquiring
entity
in
the
share
exchange.
26
b.
Shares
not
to
be
exchanged
under
the
plan
of
share
27
exchange
are
not
entitled
to
vote
on
the
plan.
28
Sec.
152.
Section
490.1105,
Code
2020,
is
amended
by
29
striking
the
section
and
inserting
in
lieu
thereof
the
30
following:
31
490.1105
Merger
between
parent
and
subsidiary
or
between
32
subsidiaries.
33
1.
A
domestic
or
foreign
parent
entity
that
owns
shares
of
34
a
domestic
corporation
which
carry
at
least
ninety
percent
of
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the
voting
power
of
each
class
and
series
of
the
outstanding
1
shares
of
the
subsidiary
that
has
voting
power
may
do
any
of
2
the
following:
3
a.
Merge
the
subsidiary
into
itself,
if
it
is
a
domestic
4
or
foreign
corporation
or
eligible
entity,
or
into
another
5
domestic
or
foreign
corporation
or
eligible
entity
in
which
the
6
parent
entity
owns
at
least
ninety
percent
of
the
voting
power
7
of
each
class
and
series
of
the
outstanding
shares
or
eligible
8
interests
which
have
voting
power.
9
b.
Merge
itself,
if
it
is
a
domestic
or
foreign
corporation
10
or
eligible
entity,
into
such
subsidiary,
in
either
case
11
without
the
approval
of
the
board
of
directors
or
shareholders
12
of
the
subsidiary,
unless
the
articles
of
incorporation
13
or
organic
rules
of
the
parent
entity
or
the
articles
of
14
incorporation
of
the
subsidiary
corporation
otherwise
provide.
15
c.
Section
490.1104,
subsection
9,
applies
to
a
merger
under
16
this
section.
The
articles
of
merger
relating
to
a
merger
17
under
this
section
do
not
need
to
be
signed
by
the
subsidiary.
18
2.
A
parent
entity
shall,
within
ten
days
after
the
19
effective
date
of
a
merger
approved
under
subsection
1,
notify
20
each
of
the
subsidiary’s
shareholders
that
the
merger
has
21
become
effective.
22
3.
Except
as
provided
in
subsections
1
and
2,
a
merger
23
between
a
parent
entity
and
a
domestic
subsidiary
corporation
24
shall
be
governed
by
the
provisions
of
this
subchapter
25
applicable
to
mergers
generally.
26
Sec.
153.
Section
490.1106,
Code
2020,
is
amended
by
27
striking
the
section
and
inserting
in
lieu
thereof
the
28
following:
29
490.1106
Articles
of
merger
or
share
exchange.
30
1.
After
a
plan
of
merger
has
been
adopted
and
approved
as
31
required
by
this
chapter,
or
if
the
merger
is
being
effected
32
under
section
490.1102,
subsection
1,
paragraph
“b”
,
the
merger
33
has
been
approved
as
required
by
the
organic
law
governing
the
34
parties
to
the
merger,
then
articles
of
merger
shall
be
signed
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by
each
party
to
the
merger
except
as
provided
in
section
1
490.1105,
subsection
1.
The
articles
must
set
forth
all
of
the
2
following:
3
a.
The
name,
jurisdiction
of
formation,
and
type
of
entity
4
of
each
party
to
the
merger.
5
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
6
of
the
survivor.
7
c.
If
the
survivor
of
the
merger
is
a
domestic
corporation
8
and
its
articles
of
incorporation
are
amended,
or
if
a
new
9
domestic
corporation
is
created
as
a
result
of
the
merger,
any
10
of
the
following:
11
(1)
The
amendments
to
the
survivor’s
articles
of
12
incorporation.
13
(2)
The
articles
of
incorporation
of
the
new
corporation.
14
d.
If
the
survivor
of
the
merger
is
a
domestic
eligible
15
entity
and
its
public
organic
record
is
amended,
or
if
a
new
16
domestic
eligible
entity
is
created
as
a
result
of
the
merger,
17
any
of
the
following:
18
(1)
The
amendments
to
the
public
organic
record
of
the
19
survivor.
20
(2)
The
public
organic
record
of
the
new
eligible
entity.
21
e.
If
the
plan
of
merger
required
approval
by
the
22
shareholders
of
a
domestic
corporation
that
is
a
party
to
the
23
merger,
a
statement
that
the
plan
was
duly
approved
by
the
24
shareholders
and,
if
voting
by
any
separate
voting
group
was
25
required,
by
each
such
separate
voting
group,
in
the
manner
26
required
by
this
chapter
and
the
articles
of
incorporation.
27
f.
If
the
plan
of
merger
or
share
exchange
did
not
require
28
approval
by
the
shareholders
of
a
domestic
corporation
that
is
29
a
party
to
the
merger,
a
statement
to
that
effect.
30
g.
As
to
each
foreign
corporation
that
is
a
party
to
the
31
merger,
a
statement
that
the
participation
of
the
foreign
32
corporation
was
duly
authorized
as
required
by
its
organic
law.
33
h.
As
to
each
domestic
or
foreign
eligible
entity
that
is
a
34
party
to
the
merger,
a
statement
that
the
merger
was
approved
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in
accordance
with
its
organic
law
or
section
490.1102,
1
subsection
3.
2
i.
If
the
survivor
is
created
by
the
merger
and
is
a
3
domestic
limited
liability
partnership,
the
filing
required
to
4
become
a
limited
liability
partnership,
as
an
attachment.
5
2.
After
a
plan
of
share
exchange
in
which
the
acquired
6
entity
is
a
domestic
corporation
or
eligible
entity
has
been
7
adopted
and
approved
as
required
by
this
chapter,
articles
8
of
share
exchange
shall
be
signed
by
the
acquired
entity
and
9
the
acquiring
entity.
The
articles
shall
set
forth
all
of
the
10
following:
11
a.
The
name
of
the
acquired
entity.
12
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
13
of
the
domestic
or
foreign
corporation
or
eligible
entity
that
14
is
the
acquiring
entity.
15
c.
A
statement
that
the
plan
of
share
exchange
was
duly
16
approved
by
the
acquired
entity
by
all
of
the
following:
17
(1)
The
required
vote
or
consent
of
each
class
or
series
of
18
shares
or
eligible
interests
included
in
the
exchange.
19
(2)
The
required
vote
or
consent
of
each
other
class
or
20
series
of
shares
or
eligible
interests
entitled
to
vote
on
21
approval
of
the
exchange
by
the
articles
of
incorporation
or
22
organic
rules
of
the
acquired
entity
or
section
490.1103,
23
subsection
3.
24
3.
In
addition
to
the
requirements
of
subsection
1
or
2,
25
articles
of
merger
or
share
exchange
may
contain
any
other
26
provision
not
prohibited
by
law.
27
4.
The
articles
of
merger
or
share
exchange
shall
be
28
delivered
to
the
secretary
of
state
for
filing
and,
subject
to
29
subsection
5,
the
merger
or
share
exchange
shall
take
effect
30
on
the
effective
date
determined
in
accordance
with
section
31
490.123.
32
5.
With
respect
to
a
merger
in
which
one
or
more
foreign
33
entities
is
a
party
or
a
foreign
entity
created
by
the
merger
34
is
the
survivor,
the
merger
itself
shall
become
effective
at
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the
later
of
the
following:
1
a.
When
all
documents
required
to
be
filed
in
foreign
2
jurisdictions
to
effect
the
merger
have
become
effective.
3
b.
When
the
articles
of
merger
take
effect.
4
6.
Articles
of
merger
filed
under
this
section
may
be
5
combined
with
any
filing
required
under
the
organic
law
6
governing
any
domestic
eligible
entity
involved
in
the
7
transaction
if
the
combined
filing
satisfies
the
requirements
8
of
both
this
section
and
the
other
organic
law.
9
Sec.
154.
Section
490.1107,
Code
2020,
is
amended
by
10
striking
the
section
and
inserting
in
lieu
thereof
the
11
following:
12
490.1107
Effect
of
merger
or
share
exchange.
13
1.
When
a
merger
becomes
effective,
all
of
the
following
14
apply:
15
a.
The
domestic
or
foreign
corporation
or
eligible
entity
16
that
is
designated
in
the
plan
of
merger
as
the
survivor
17
continues
or
comes
into
existence,
as
the
case
may
be.
18
b.
The
separate
existence
of
every
domestic
or
foreign
19
corporation
or
eligible
entity
that
is
a
party
to
the
merger,
20
other
than
the
survivor,
ceases.
21
c.
All
property
owned
by,
and
every
contract
right
possessed
22
by,
each
domestic
or
foreign
corporation
or
eligible
entity
23
that
is
a
party
to
the
merger,
other
than
the
survivor,
are
the
24
property
and
contract
rights
of
the
survivor
without
transfer,
25
reversion,
or
impairment.
26
d.
All
debts,
obligations,
and
other
liabilities
of
each
27
domestic
or
foreign
corporation
or
eligible
entity
that
is
28
a
party
to
the
merger,
other
than
the
survivor,
are
debts,
29
obligations,
or
liabilities
of
the
survivor.
30
e.
The
name
of
the
survivor
may,
but
need
not
be,
31
substituted
in
any
pending
proceeding
for
the
name
of
any
party
32
to
the
merger
whose
separate
existence
ceased
in
the
merger.
33
f.
If
the
survivor
is
a
domestic
entity,
the
articles
of
34
incorporation
and
bylaws
or
the
organic
rules
of
the
survivor
35
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are
amended
to
the
extent
provided
in
the
plan
of
merger.
1
g.
The
articles
of
incorporation
and
bylaws
or
the
organic
2
rules
of
a
survivor
that
is
a
domestic
entity
and
is
created
by
3
the
merger
become
effective.
4
h.
The
shares
of
each
domestic
or
foreign
corporation
5
that
is
a
party
to
the
merger,
and
the
eligible
interests
in
6
an
eligible
entity
that
is
a
party
to
a
merger,
that
are
to
7
be
converted
in
accordance
with
the
terms
of
the
merger
into
8
shares,
or
other
securities,
eligible
interests,
obligations,
9
rights
to
acquire
shares,
other
securities,
or
eligible
10
interests,
cash,
other
property,
or
any
combination
of
the
11
foregoing,
are
converted,
and
the
former
holders
of
such
shares
12
or
eligible
interests
are
entitled
only
to
the
rights
provided
13
to
them
by
those
terms
or
to
any
rights
they
may
have
under
14
subchapter
XIII
or
the
organic
law
governing
the
eligible
15
entity
or
foreign
corporation.
16
i.
Except
as
provided
by
law
or
the
terms
of
the
merger,
17
all
the
rights,
privileges,
franchises,
and
immunities
of
each
18
entity
that
is
a
party
to
the
merger,
other
than
the
survivor,
19
are
the
rights,
privileges,
franchises,
and
immunities
of
the
20
survivor.
21
j.
If
the
survivor
exists
before
the
merger,
all
of
the
22
following
apply:
23
(1)
All
the
property
and
contract
rights
of
the
survivor
24
remain
its
property
and
contract
rights
without
transfer,
25
reversion,
or
impairment.
26
(2)
The
survivor
remains
subject
to
all
its
debts,
27
obligations,
and
other
liabilities.
28
(3)
Except
as
provided
by
law
or
the
plan
of
merger,
the
29
survivor
continues
to
hold
all
of
its
rights,
privileges,
30
franchises,
and
immunities.
31
2.
When
a
share
exchange
becomes
effective,
the
shares
32
or
eligible
interests
in
the
acquired
entity
that
are
to
be
33
exchanged
for
shares
or
other
securities,
eligible
interests,
34
obligations,
rights
to
acquire
shares,
other
securities
or
35
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eligible
interests,
cash,
other
property,
or
any
combination
of
1
the
foregoing,
are
entitled
only
to
the
rights
provided
to
them
2
in
the
plan
of
share
exchange
or
to
any
rights
they
may
have
3
under
subchapter
XIII
or
under
the
organic
law
governing
the
4
acquired
entity.
5
3.
Except
as
otherwise
provided
in
the
articles
of
6
incorporation
of
a
domestic
corporation
or
the
organic
law
7
governing
or
organic
rules
of
a
foreign
corporation
or
a
8
domestic
or
foreign
eligible
entity,
the
effect
of
a
merger
or
9
share
exchange
on
interest
holder
liability
is
as
follows:
10
a.
A
person
who
becomes
subject
to
new
interest
holder
11
liability
in
respect
of
an
entity
as
a
result
of
a
merger
or
12
share
exchange
shall
have
that
new
interest
holder
liability
13
only
in
respect
of
interest
holder
liabilities
that
arise
after
14
the
merger
or
share
exchange
becomes
effective.
15
b.
If
a
person
had
interest
holder
liability
with
respect
to
16
a
party
to
the
merger
or
the
acquired
entity
before
the
merger
17
or
share
exchange
becomes
effective
with
respect
to
shares
or
18
eligible
interests
of
such
party
or
acquired
entity
which
were
19
exchanged
in
the
merger
or
share
exchange,
were
canceled
in
20
the
merger,
or
the
terms
and
conditions
of
which
relating
to
21
interest
holder
liability
were
amended
pursuant
to
the
merger,
22
then
all
of
the
following
apply:
23
(1)
The
merger
or
share
exchange
does
not
discharge
that
24
prior
interest
holder
liability
with
respect
to
any
interest
25
holder
liabilities
that
arose
before
the
merger
or
share
26
exchange
becomes
effective.
27
(2)
The
provisions
of
the
organic
law
governing
any
entity
28
for
which
the
person
had
that
prior
interest
holder
liability
29
shall
continue
to
apply
to
the
collection
or
discharge
of
any
30
interest
holder
liabilities
preserved
by
subparagraph
(1),
as
31
if
the
merger
or
share
exchange
had
not
occurred.
32
(3)
The
person
shall
have
such
rights
of
contribution
from
33
other
persons
as
are
provided
by
the
organic
law
governing
the
34
entity
for
which
the
person
had
that
prior
interest
holder
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liability
with
respect
to
any
interest
holder
liabilities
1
preserved
by
subparagraph
(1),
as
if
the
merger
or
share
2
exchange
had
not
occurred.
3
(4)
The
person
shall
not,
by
reason
of
such
prior
interest
4
holder
liability,
have
interest
holder
liability
with
respect
5
to
any
interest
holder
liabilities
that
arise
after
the
merger
6
or
share
exchange
becomes
effective.
7
c.
If
a
person
has
interest
holder
liability
both
before
8
and
after
a
merger
becomes
effective
with
unchanged
terms
and
9
conditions
with
respect
to
the
entity
that
is
the
survivor
by
10
reason
of
owning
the
same
shares
or
eligible
interests
before
11
and
after
the
merger
becomes
effective,
the
merger
has
no
12
effect
on
such
interest
holder
liability.
13
d.
A
share
exchange
has
no
effect
on
interest
holder
14
liability
related
to
shares
or
eligible
interests
of
the
15
acquired
entity
that
were
not
exchanged
in
the
share
exchange.
16
4.
Upon
a
merger
becoming
effective,
a
foreign
corporation,
17
or
a
foreign
eligible
entity,
that
is
the
survivor
of
the
18
merger
is
deemed
to
have
done
all
of
the
following:
19
a.
Appointed
the
secretary
of
state
as
its
agent
for
20
service
of
process
in
a
proceeding
to
enforce
the
rights
of
21
shareholders
of
each
domestic
corporation
that
is
a
party
to
22
the
merger
who
exercise
appraisal
rights.
23
b.
Agreed
that
it
will
promptly
pay
the
amount,
if
any,
to
24
which
such
shareholders
are
entitled
under
subchapter
XIII.
25
5.
Except
as
provided
in
the
organic
law
governing
a
party
26
to
a
merger
or
in
its
articles
of
incorporation
or
organic
27
rules,
the
merger
does
not
give
rise
to
any
rights
that
an
28
interest
holder,
governor,
or
third
party
would
have
upon
a
29
dissolution,
liquidation,
or
winding
up
of
that
party.
The
30
merger
does
not
require
a
party
to
the
merger
to
wind
up
its
31
affairs
and
does
not
constitute
or
cause
its
dissolution
or
32
termination.
33
6.
Property
held
for
a
charitable
purpose
under
the
law
of
34
this
state
by
a
domestic
or
foreign
corporation
or
eligible
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entity
immediately
before
a
merger
becomes
effective
shall
not,
1
as
a
result
of
the
transaction,
be
diverted
from
the
objects
2
for
which
it
was
donated,
granted,
devised,
or
otherwise
3
transferred
except
and
to
the
extent
permitted
by
or
pursuant
4
to
the
laws
of
this
state
addressing
cy
pres
or
dealing
with
5
nondiversion
of
charitable
assets.
6
7.
A
bequest,
devise,
gift,
grant,
or
promise
contained
7
in
a
will
or
other
instrument
of
donation,
subscription,
or
8
conveyance
which
is
made
to
an
entity
that
is
a
party
to
a
9
merger
that
is
not
the
survivor
and
which
takes
effect
or
10
remains
payable
after
the
merger
inures
to
the
survivor.
11
8.
A
trust
obligation
that
would
govern
property
if
12
transferred
to
a
nonsurviving
entity
applies
to
property
13
that
is
transferred
to
the
survivor
after
a
merger
becomes
14
effective.
15
Sec.
155.
Section
490.1108,
Code
2020,
is
amended
by
16
striking
the
section
and
inserting
in
lieu
thereof
the
17
following:
18
490.1108
Abandonment
of
a
merger
or
share
exchange.
19
1.
After
a
plan
of
merger
or
share
exchange
has
been
20
adopted
and
approved
as
required
by
this
subchapter,
and
before
21
articles
of
merger
or
share
exchange
have
become
effective,
the
22
plan
may
be
abandoned
by
a
domestic
business
corporation
that
23
is
a
party
to
the
plan
without
action
by
its
shareholders
in
24
accordance
with
any
procedures
set
forth
in
the
plan
of
merger
25
or
share
exchange
or,
if
no
such
procedures
are
set
forth
in
26
the
plan,
in
the
manner
determined
by
the
board
of
directors.
27
2.
If
a
merger
or
share
exchange
is
abandoned
under
28
subsection
1
after
articles
of
merger
or
share
exchange
have
29
been
delivered
to
the
secretary
of
state
for
filing
but
before
30
the
merger
or
share
exchange
has
become
effective,
a
statement
31
of
abandonment
signed
by
all
the
parties
that
signed
the
32
articles
of
merger
or
share
exchange
shall
be
delivered
to
the
33
secretary
of
state
for
filing
before
the
articles
of
merger
34
or
share
exchange
become
effective.
The
statement
shall
take
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effect
on
filing
and
the
merger
or
share
exchange
shall
be
1
deemed
abandoned
and
shall
not
become
effective.
The
statement
2
of
abandonment
must
contain
all
of
the
following:
3
a.
The
name
of
each
party
to
the
merger
or
the
names
of
the
4
acquiring
and
acquired
entities
in
a
share
exchange.
5
b.
The
date
on
which
the
articles
of
merger
or
share
6
exchange
were
filed
by
the
secretary
of
state.
7
c.
A
statement
that
the
merger
or
share
exchange
has
been
8
abandoned
in
accordance
with
this
section.
9
Sec.
156.
Section
490.1201,
Code
2020,
is
amended
by
10
striking
the
section
and
inserting
in
lieu
thereof
the
11
following:
12
490.1201
Disposition
of
assets
not
requiring
shareholder
13
approval.
14
No
approval
of
the
shareholders
is
required
to
do
any
of
15
the
following,
unless
the
articles
of
incorporation
otherwise
16
provide:
17
1.
Sell,
lease,
exchange,
or
otherwise
dispose
of
any
of
18
the
corporation’s
assets
in
the
usual
and
regular
course
of
19
business.
20
2.
Mortgage,
pledge,
dedicate
to
the
repayment
of
21
indebtedness,
whether
with
or
without
recourse,
or
otherwise
22
encumber
any
or
all
of
the
corporation’s
assets,
regardless
of
23
whether
in
the
usual
and
regular
course
of
business.
24
3.
Transfer
any
or
all
of
the
corporation’s
assets
to
one
or
25
more
domestic
or
foreign
corporations
or
other
entities,
all
of
26
the
shares
or
interests
of
which
are
owned
by
the
corporation.
27
4.
Distribute
assets
pro
rata
to
the
holders
of
one
or
more
28
classes
or
series
of
the
corporation’s
shares.
29
Sec.
157.
Section
490.1202,
Code
2020,
is
amended
by
30
striking
the
section
and
inserting
in
lieu
thereof
the
31
following:
32
490.1202
Shareholder
approval
of
certain
dispositions.
33
1.
A
sale,
lease,
exchange,
or
other
disposition
of
assets,
34
other
than
a
disposition
described
in
section
490.1201,
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requires
approval
of
the
corporation’s
shareholders
if
the
1
disposition
would
leave
the
corporation
without
a
significant
2
continuing
business
activity.
A
corporation
will
conclusively
3
be
deemed
to
have
retained
a
significant
continuing
business
4
activity
if
it
retains
a
business
activity
that
represented,
5
for
the
corporation
and
its
subsidiaries
on
a
consolidated
6
basis,
at
least
twenty-five
percent
of
total
assets
at
the
7
end
of
the
most
recently
completed
fiscal
year,
and
either
8
twenty-five
percent
of
either
income
from
continuing
operations
9
before
taxes
or
twenty-five
percent
of
revenues
from
continuing
10
operations,
in
each
case
for
the
most
recently
completed
fiscal
11
year;
but
no
presumption
that
the
disposition
will
leave
the
12
corporation
without
a
significant
continuing
business
activity
13
shall
arise
from
the
fact
that
the
corporation’s
continuing
14
business
activity
does
not
equal
or
exceed
any
of
these
15
percentages.
16
2.
To
obtain
the
approval
of
the
shareholders
under
17
subsection
1,
all
of
the
following
shall
apply:
18
a.
The
board
of
directors
shall
first
adopt
a
resolution
19
authorizing
the
disposition.
The
disposition
shall
then
be
20
approved
by
the
shareholders.
In
submitting
the
disposition
21
to
the
shareholders
for
approval,
the
board
of
directors
shall
22
recommend
that
the
shareholders
approve
the
disposition,
unless
23
any
of
the
following
apply:
24
(1)
The
board
of
directors
makes
a
determination
that
25
because
of
conflicts
of
interest
or
other
special
circumstances
26
it
should
not
make
such
a
recommendation.
27
(2)
Section
490.826
applies.
28
b.
If
paragraph
“a”
,
subparagraph
(1)
or
(2),
applies,
the
29
board
shall
inform
the
shareholders
of
the
basis
for
its
so
30
proceeding.
31
3.
The
board
of
directors
may
set
conditions
for
the
32
approval
by
the
shareholders
of
a
disposition
or
the
33
effectiveness
of
the
disposition.
34
4.
If
a
disposition
is
required
to
be
approved
by
the
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shareholders
under
subsection
1,
and
if
the
approval
is
to
1
be
given
at
a
meeting,
the
corporation
shall
notify
each
2
shareholder,
regardless
of
whether
entitled
to
vote,
of
3
the
meeting
of
shareholders
at
which
the
disposition
is
4
to
be
submitted
for
approval.
The
notice
must
state
that
5
the
purpose,
or
one
of
the
purposes,
of
the
meeting
is
to
6
consider
the
disposition
and
must
contain
a
description
of
7
the
disposition,
including
the
terms
and
conditions
of
the
8
disposition
and
the
consideration
to
be
received
by
the
9
corporation.
10
5.
Unless
the
articles
of
incorporation,
bylaws,
or
the
11
board
of
directors
acting
pursuant
to
subsection
3
require
12
a
greater
vote
or
a
greater
quorum,
the
approval
of
a
13
disposition
by
the
shareholders
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
disposition.
17
6.
After
a
disposition
has
been
approved
by
the
shareholders
18
under
this
subchapter,
and
at
any
time
before
the
disposition
19
has
been
consummated,
it
may
be
abandoned
by
the
corporation
20
without
action
by
the
shareholders,
subject
to
any
contractual
21
rights
of
other
parties
to
the
disposition.
22
7.
A
disposition
of
assets
in
the
course
of
dissolution
23
under
subchapter
XIV
is
not
governed
by
this
section.
24
8.
The
assets
of
a
direct
or
indirect
consolidated
25
subsidiary
shall
be
deemed
to
be
the
assets
of
the
parent
26
corporation
for
the
purposes
of
this
section.
27
Sec.
158.
Section
490.1301,
Code
2020,
is
amended
by
28
striking
the
section
and
inserting
in
lieu
thereof
the
29
following:
30
490.1301
Subchapter
definitions.
31
As
used
in
this
subchapter:
32
1.
“Affiliate”
means
a
person
that
directly
or
indirectly
33
through
one
or
more
intermediaries
controls,
is
controlled
by,
34
or
is
under
common
control
with
another
person
or
is
a
senior
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executive
of
such
person.
For
purposes
of
section
490.1302,
1
subsection
2,
paragraph
“d”
,
a
person
is
deemed
to
be
an
2
affiliate
of
its
senior
executives.
3
2.
“Corporation”
means
the
domestic
corporation
that
is
the
4
issuer
of
the
shares
held
by
a
shareholder
demanding
appraisal
5
and,
for
matters
covered
in
sections
490.1322
through
490.1331,
6
“corporation”
includes
the
survivor
of
a
merger.
7
3.
“Fair
value”
means
the
value
of
the
corporation’s
shares
8
determined
according
to
the
following:
9
a.
Immediately
before
the
effectiveness
of
the
corporate
10
action
to
which
the
shareholder
objects.
11
b.
Using
customary
and
current
valuation
concepts
and
12
techniques
generally
employed
for
similar
businesses
in
the
13
context
of
the
transaction
requiring
appraisal.
14
c.
Without
discounting
for
lack
of
marketability
or
minority
15
status
except,
if
appropriate,
for
amendments
to
the
articles
16
of
incorporation
pursuant
to
section
490.1302,
subsection
1,
17
paragraph
“d”
.
18
4.
“Interest”
means
interest
from
the
date
the
corporate
19
action
becomes
effective
until
the
date
of
payment,
at
the
rate
20
of
interest
on
judgments
in
this
state
on
the
effective
date
21
of
the
corporate
action.
22
5.
“Interested
transaction”
means
a
corporate
action
23
described
in
section
490.1302,
subsection
1,
other
than
a
24
merger
pursuant
to
section
490.1105,
involving
an
interested
25
person
in
which
any
of
the
shares
or
assets
of
the
corporation
26
are
being
acquired
or
converted.
As
used
in
this
subsection:
27
a.
“Beneficial
owner”
means
any
person
who,
directly
28
or
indirectly,
through
any
contract,
arrangement,
or
29
understanding,
other
than
a
revocable
proxy,
has
or
shares
the
30
power
to
vote,
or
to
direct
the
voting
of,
shares;
except
that
31
a
member
of
a
national
securities
exchange
is
not
deemed
to
be
32
a
beneficial
owner
of
securities
held
directly
or
indirectly
33
by
it
on
behalf
of
another
person
if
the
member
is
precluded
34
by
the
rules
of
the
exchange
from
voting
without
instruction
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on
contested
matters
or
matters
that
may
affect
substantially
1
the
rights
or
privileges
of
the
holders
of
the
securities
to
2
be
voted.
When
two
or
more
persons
agree
to
act
together
for
3
the
purpose
of
voting
their
shares
of
the
corporation,
each
4
member
of
the
group
formed
thereby
is
deemed
to
have
acquired
5
beneficial
ownership,
as
of
the
date
of
the
agreement,
of
all
6
shares
having
voting
power
of
the
corporation
beneficially
7
owned
by
any
member
of
the
group.
8
b.
“Excluded
shares”
means
shares
acquired
pursuant
to
an
9
offer
for
all
shares
having
voting
power
if
the
offer
was
made
10
within
one
year
before
the
corporate
action
for
consideration
11
of
the
same
kind
and
of
a
value
equal
to
or
less
than
that
paid
12
in
connection
with
the
corporate
action.
13
c.
“Interested
person”
means
a
person,
or
an
affiliate
of
a
14
person,
who
at
any
time
during
the
one-year
period
immediately
15
preceding
approval
by
the
board
of
directors
of
the
corporate
16
action
was
or
had
any
of
the
following:
17
(1)
Was
the
beneficial
owner
of
twenty
percent
or
more
of
18
the
voting
power
of
the
corporation,
other
than
as
owner
of
19
excluded
shares.
20
(2)
Had
the
power,
contractually
or
otherwise,
other
than
as
21
owner
of
excluded
shares,
to
cause
the
appointment
or
election
22
of
twenty-five
percent
or
more
of
the
directors
to
the
board
of
23
directors
of
the
corporation.
24
(3)
Was
a
senior
executive
or
director
of
the
corporation
25
or
a
senior
executive
of
any
affiliate
of
the
corporation,
and
26
that
senior
executive
or
director
will
receive,
as
a
result
27
of
the
corporate
action,
a
financial
benefit
not
generally
28
available
to
other
shareholders
as
such,
other
than
any
of
the
29
following:
30
(a)
Employment,
consulting,
retirement,
or
similar
benefits
31
established
separately
and
not
as
part
of
or
in
contemplation
32
of
the
corporate
action.
33
(b)
Employment,
consulting,
retirement,
or
similar
benefits
34
established
in
contemplation
of,
or
as
part
of,
the
corporate
35
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action
that
are
not
more
favorable
than
those
existing
before
1
the
corporate
action
or,
if
more
favorable,
that
have
been
2
approved
on
behalf
of
the
corporation
in
the
same
manner
as
is
3
provided
in
section
490.862.
4
(c)
In
the
case
of
a
director
of
the
corporation
who
will,
5
in
the
corporate
action,
become
a
director
or
governor
of
the
6
acquiror
or
any
of
its
affiliates,
rights,
and
benefits
as
a
7
director
or
governor
that
are
provided
on
the
same
basis
as
8
those
afforded
by
the
acquiror
generally
to
other
directors
or
9
governors
of
such
entity
or
such
affiliate.
10
6.
“Preferred
shares”
means
a
class
or
series
of
shares
11
whose
holders
have
preference
over
any
other
class
or
series
of
12
shares
with
respect
to
distributions.
13
7.
“Senior
executive”
means
the
chief
executive
officer,
14
chief
operating
officer,
chief
financial
officer,
and
any
15
individual
in
charge
of
a
principal
business
unit
or
function.
16
8.
“Shareholder”
means
a
record
shareholder,
a
beneficial
17
shareholder,
and
a
voting
trust
beneficial
owner.
18
Sec.
159.
Section
490.1302,
Code
2020,
is
amended
by
19
striking
the
section
and
inserting
in
lieu
thereof
the
20
following:
21
490.1302
Right
to
appraisal.
22
1.
A
shareholder
is
entitled
to
appraisal
rights,
and
to
23
obtain
payment
of
the
fair
value
of
that
shareholder’s
shares,
24
in
the
event
of
any
of
the
following
corporate
actions:
25
a.
Consummation
of
a
merger
to
which
the
corporation
is
a
26
party
if
any
of
the
following
apply:
27
(1)
Shareholder
approval
is
required
for
the
merger
by
28
section
490.1104
or
would
be
required
but
for
the
provisions
of
29
section
490.1104,
subsection
10,
except
that
appraisal
rights
30
shall
not
be
available
to
any
shareholder
of
the
corporation
31
with
respect
to
shares
of
any
class
or
series
that
remain
32
outstanding
after
consummation
of
the
merger.
33
(2)
The
corporation
is
a
subsidiary
and
the
merger
is
34
governed
by
section
490.1105.
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b.
Consummation
of
a
share
exchange
to
which
the
corporation
1
is
a
party
the
shares
of
which
will
be
acquired,
except
that
2
appraisal
rights
shall
not
be
available
to
any
shareholder
of
3
the
corporation
with
respect
to
any
class
or
series
of
shares
4
of
the
corporation
that
is
not
acquired
in
the
share
exchange.
5
c.
Consummation
of
a
disposition
of
assets
pursuant
to
6
section
490.1202
if
the
shareholder
is
entitled
to
vote
on
7
the
disposition,
except
that
appraisal
rights
shall
not
be
8
available
to
any
shareholder
of
the
corporation
with
respect
to
9
shares
of
any
class
or
series
if
all
of
the
following
apply:
10
(1)
Under
the
terms
of
the
corporate
action
approved
by
the
11
shareholders
there
is
to
be
distributed
to
shareholders
in
cash
12
the
corporation’s
net
assets,
in
excess
of
a
reasonable
amount
13
reserved
to
meet
claims
of
the
type
described
in
sections
14
490.1406
and
490.1407,
if
the
distribution
is
made
subject
to
15
all
of
the
following:
16
(a)
Within
one
year
after
the
shareholders’
approval
of
the
17
action.
18
(b)
In
accordance
with
the
shareholders’
respective
19
interests
determined
at
the
time
of
distribution.
20
(2)
The
disposition
of
assets
is
not
an
interested
21
transaction.
22
d.
An
amendment
of
the
articles
of
incorporation
with
23
respect
to
a
class
or
series
of
shares
that
reduces
the
number
24
of
shares
of
a
class
or
series
owned
by
the
shareholder
to
a
25
fraction
of
a
share
if
the
corporation
has
the
obligation
or
26
right
to
repurchase
the
fractional
share
so
created.
27
e.
Any
other
merger,
share
exchange,
disposition
of
assets,
28
or
amendment
to
the
articles
of
incorporation,
in
each
case
to
29
the
extent
provided
by
the
articles
of
incorporation,
bylaws,
30
or
a
resolution
of
the
board
of
directors.
31
f.
Consummation
of
a
domestication
pursuant
to
section
32
490.920
if
the
shareholder
does
not
receive
shares
in
the
33
foreign
corporation
resulting
from
the
domestication
that
have
34
terms
as
favorable
to
the
shareholder
in
all
material
respects,
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and
represent
at
least
the
same
percentage
interest
of
the
1
total
voting
rights
of
the
outstanding
shares
of
the
foreign
2
corporation,
as
the
shares
held
by
the
shareholder
before
the
3
domestication.
4
g.
Consummation
of
a
conversion
of
the
corporation
to
a
5
nonprofit
corporation
pursuant
to
section
490.930.
6
h.
Consummation
of
a
conversion
of
the
corporation
to
an
7
unincorporated
entity
pursuant
to
section
490.930.
8
2.
Notwithstanding
subsection
1,
the
availability
of
9
appraisal
rights
under
subsection
1,
paragraphs
“a”
,
“b”
,
“c”
,
10
“d”
,
“f”
,
and
“h”
,
shall
be
limited
in
accordance
with
the
11
following
provisions:
12
a.
Appraisal
rights
shall
not
be
available
for
the
holders
13
of
shares
of
any
class
or
series
of
shares
which
is
any
of
the
14
following:
15
(1)
A
covered
security
under
section
18(b)(1)(A)
or
(B)
of
16
the
federal
Securities
Act
of
1933,
as
amended.
17
(2)
Traded
in
an
organized
market
and
has
at
least
two
18
thousand
shareholders
and
a
market
value
of
at
least
twenty
19
million
dollars,
exclusive
of
the
value
of
such
shares
held
20
by
the
corporation’s
subsidiaries,
senior
executives
and
21
directors,
and
by
any
beneficial
shareholder
and
any
voting
22
trust
beneficial
owner
owning
more
than
ten
percent
of
such
23
shares.
24
(3)
Issued
by
an
open-end
management
investment
company
25
registered
with
the
United
States
securities
and
exchange
26
commission
under
the
federal
Investment
Company
Act
of
1940,
15
27
U.S.C.
§80a-1
et
seq.,
and
which
may
be
redeemed
at
the
option
28
of
the
holder
at
net
asset
value.
29
b.
The
applicability
of
paragraph
“a”
shall
be
determined
30
according
to
the
following:
31
(1)
The
record
date
fixed
to
determine
the
shareholders
32
entitled
to
receive
notice
of
the
meeting
of
shareholders
to
33
act
upon
the
corporate
action
requiring
appraisal
rights
or
34
in
the
case
of
an
offer
made
pursuant
to
section
490.1104,
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subsection
10,
the
date
of
such
offer.
1
(2)
If
there
is
no
meeting
of
shareholders
and
no
offer
made
2
pursuant
to
section
490.1104,
subsection
10,
the
day
before
the
3
consummation
of
the
corporate
action
or
effective
date
of
the
4
amendment
of
the
articles
of
incorporation,
as
applicable.
5
c.
Paragraph
“a”
shall
not
be
applicable
and
appraisal
6
rights
shall
be
available
pursuant
to
subsection
1
under
the
7
following
circumstances:
8
(1)
For
the
holders
of
any
class
or
series
of
shares
who
9
are
required
by
the
terms
of
the
corporate
action
requiring
10
appraisal
rights
to
accept
for
such
shares
anything
other
than
11
cash
or
shares
of
any
class
or
any
series
of
shares
of
any
12
corporation,
or
any
other
proprietary
interest
of
any
other
13
entity,
that
satisfies
the
standards
set
forth
in
paragraph
“a”
,
14
at
the
time
the
corporate
action
becomes
effective.
15
(2)
For
the
holders
of
any
class
or
series
of
shares,
in
the
16
case
of
the
consummation
of
a
disposition
of
assets
pursuant
17
to
section
490.1202,
unless
the
cash,
shares,
or
proprietary
18
interests
received
in
the
disposition
are,
under
the
terms
19
of
the
corporate
action
approved
by
the
shareholders,
to
be
20
distributed
to
the
shareholders,
as
part
of
a
distribution
to
21
shareholders
of
the
net
assets
of
the
corporation
in
excess
of
22
a
reasonable
amount
to
meet
claims
of
the
type
described
in
23
sections
490.1406
and
490.1407,
if
the
distribution
is
made
24
subject
to
all
of
the
following:
25
(a)
Within
one
year
after
the
shareholders’
approval
of
the
26
action.
27
(b)
In
accordance
with
the
shareholders’
respective
28
interests
determined
at
the
time
of
the
distribution.
29
d.
Paragraph
“a”
shall
not
be
applicable
and
appraisal
30
rights
shall
be
available
pursuant
to
subsection
1
for
the
31
holders
of
any
class
or
series
of
shares
where
the
corporate
32
action
is
an
interested
transaction.
33
3.
Notwithstanding
any
other
provision
of
this
section,
the
34
articles
of
incorporation
as
originally
filed
or
any
amendment
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to
the
articles
of
incorporation
may
limit
or
eliminate
1
appraisal
rights
for
any
class
or
series
of
preferred
shares,
2
except
that
the
following
shall
apply:
3
a.
Except
as
provided
in
paragraph
“b”
,
no
such
limitation
4
or
elimination
shall
be
effective
if
the
class
or
series
does
5
not
have
the
right
to
vote
separately
as
a
voting
group,
alone
6
or
as
part
of
a
group,
on
the
action
or
if
the
action
is
a
7
conversion
under
section
490.930,
or
a
merger
having
a
similar
8
effect
as
a
conversion
in
which
the
converted
entity
is
an
9
eligible
entity.
10
b.
Any
such
limitation
or
elimination
contained
in
an
11
amendment
to
the
articles
of
incorporation
that
limits
or
12
eliminates
appraisal
rights
for
any
of
such
shares
that
are
13
outstanding
immediately
before
the
effective
date
of
such
14
amendment
or
that
the
corporation
is
or
may
be
required
to
15
issue
or
sell
thereafter
pursuant
to
any
conversion,
exchange,
16
or
other
right
existing
immediately
before
the
effective
date
17
of
such
amendment,
shall
not
apply
to
any
corporate
action
that
18
becomes
effective
within
one
year
after
the
effective
date
of
19
such
amendment
if
such
action
would
otherwise
afford
appraisal
20
rights.
21
Sec.
160.
Section
490.1303,
Code
2020,
is
amended
by
22
striking
the
section
and
inserting
in
lieu
thereof
the
23
following:
24
490.1303
Assertion
of
rights
by
nominees
and
beneficial
25
shareholders.
26
1.
A
record
shareholder
may
assert
appraisal
rights
27
as
to
fewer
than
all
the
shares
registered
in
the
record
28
shareholder’s
name
but
owned
by
a
beneficial
shareholder
or
a
29
voting
trust
beneficial
owner
only
if
the
record
shareholder
30
objects
with
respect
to
all
shares
of
a
class
or
series
owned
31
by
the
beneficial
shareholder
or
the
voting
trust
beneficial
32
owner
and
notifies
the
corporation
in
writing
of
the
name
33
and
address
of
each
beneficial
shareholder
or
voting
trust
34
beneficial
owner
on
whose
behalf
appraisal
rights
are
being
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asserted.
The
rights
of
a
record
shareholder
who
asserts
1
appraisal
rights
for
only
part
of
the
shares
held
of
record
in
2
the
record
shareholder’s
name
under
this
subsection
shall
be
3
determined
as
if
the
shares
as
to
which
the
record
shareholder
4
objects
and
the
record
shareholder’s
other
shares
were
5
registered
in
the
names
of
different
record
shareholders.
6
2.
A
beneficial
shareholder
and
a
voting
trust
beneficial
7
owner
may
assert
appraisal
rights
as
to
shares
of
any
class
8
or
series
held
on
behalf
of
the
shareholder
only
if
such
9
shareholder
does
all
of
the
following:
10
a.
Submits
to
the
corporation
the
record
shareholder’s
11
written
consent
to
the
assertion
of
such
rights
no
later
12
than
the
date
referred
to
in
section
490.1322,
subsection
2,
13
paragraph
“b”
,
subparagraph
(2).
14
b.
Does
so
with
respect
to
all
shares
of
the
class
or
series
15
that
are
beneficially
owned
by
the
beneficial
shareholder
or
16
the
voting
trust
beneficial
owner.
17
Sec.
161.
Section
490.1320,
Code
2020,
is
amended
by
18
striking
the
section
and
inserting
in
lieu
thereof
the
19
following:
20
490.1320
Notice
of
appraisal
rights.
21
1.
Where
any
corporate
action
specified
in
section
22
490.1302,
subsection
1,
is
to
be
submitted
to
a
vote
at
a
23
shareholders’
meeting,
the
meeting
notice,
or
where
no
approval
24
of
such
action
is
required
pursuant
to
section
490.1104,
25
subsection
10,
the
offer
made
pursuant
to
that
section,
must
26
state
that
the
corporation
has
concluded
that
appraisal
rights
27
are,
are
not,
or
may
be
available
under
this
subchapter.
If
28
the
corporation
concludes
that
appraisal
rights
are
or
may
be
29
available,
a
copy
of
this
subchapter
must
accompany
the
meeting
30
notice
or
offer
sent
to
those
record
shareholders
entitled
to
31
exercise
appraisal
rights.
32
2.
In
a
merger
pursuant
to
section
490.1105,
the
parent
33
entity
shall
notify
in
writing
all
record
shareholders
of
the
34
subsidiary
who
are
entitled
to
assert
appraisal
rights
that
the
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corporate
action
became
effective.
Such
notice
shall
be
sent
1
within
ten
days
after
the
corporate
action
became
effective
and
2
include
the
materials
described
in
section
490.1322.
3
3.
Where
any
corporate
action
specified
in
section
4
490.1302,
subsection
1,
is
to
be
approved
by
written
consent
5
of
the
shareholders
pursuant
to
section
490.704,
all
of
the
6
following
apply:
7
a.
Written
notice
that
appraisal
rights
are,
are
not,
or
may
8
be
available
shall
be
sent
to
each
record
shareholder
from
whom
9
a
consent
is
solicited
at
the
time
consent
of
such
shareholder
10
is
first
solicited
and,
if
the
corporation
has
concluded
that
11
appraisal
rights
are
or
may
be
available,
the
notice
must
be
12
accompanied
by
a
copy
of
this
subchapter.
13
b.
Written
notice
that
appraisal
rights
are,
are
not,
or
14
may
be
available
must
be
delivered
together
with
the
notice
to
15
nonconsenting
and
nonvoting
shareholders
required
by
section
16
490.704,
subsections
5
and
6,
may
include
the
materials
17
described
in
section
490.1322,
and,
if
the
corporation
has
18
concluded
that
appraisal
rights
are
or
may
be
available,
must
19
be
accompanied
by
a
copy
of
this
subchapter.
20
4.
Where
corporate
action
described
in
section
490.1302,
21
subsection
1,
is
proposed,
or
a
merger
pursuant
to
section
22
490.1105
is
effected,
the
notice
referred
to
in
subsection
1
23
or
3,
if
the
corporation
concludes
that
appraisal
rights
are
24
or
may
be
available,
and
in
subsection
2
must
be
accompanied
25
by
all
of
the
following:
26
a.
Financial
statements
of
the
corporation
that
issued
27
the
shares
that
may
be
subject
to
appraisal,
consisting
of
a
28
balance
sheet
as
of
the
end
of
a
fiscal
year
ending
not
more
29
than
sixteen
months
before
the
date
of
the
notice,
an
income
30
statement
for
that
year,
and
a
cash
flow
statement
for
that
31
year;
provided
that,
if
such
financial
statements
are
not
32
reasonably
available,
the
corporation
shall
provide
reasonably
33
equivalent
financial
information.
34
b.
The
latest
interim
financial
statements
of
such
35
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2339
corporation,
if
any.
1
5.
The
right
to
receive
the
information
described
in
2
subsection
4
may
be
waived
in
writing
by
a
shareholder
before
3
or
after
the
corporate
action.
4
Sec.
162.
Section
490.1321,
Code
2020,
is
amended
by
5
striking
the
section
and
inserting
in
lieu
thereof
the
6
following:
7
490.1321
Notice
of
intent
to
demand
payment
and
consequences
8
of
voting
or
consenting.
9
1.
If
a
corporate
action
specified
in
section
490.1302,
10
subsection
1,
is
submitted
to
a
vote
at
a
shareholders’
11
meeting,
a
shareholder
who
wishes
to
assert
appraisal
rights
12
with
respect
to
any
class
or
series
of
shares
must
do
all
of
the
13
following:
14
a.
Deliver
to
the
corporation,
before
the
vote
is
taken,
15
written
notice
of
the
shareholder’s
intent
to
demand
payment
if
16
the
proposed
action
is
effectuated.
17
b.
Not
vote,
or
cause
or
permit
to
be
voted,
any
shares
of
18
such
class
or
series
in
favor
of
the
proposed
action.
19
2.
If
a
corporate
action
specified
in
section
490.1302,
20
subsection
1,
is
to
be
approved
by
written
consent,
a
21
shareholder
who
wishes
to
assert
appraisal
rights
with
respect
22
to
any
class
or
series
of
shares
shall
not
sign
a
consent
in
23
favor
of
the
proposed
action
with
respect
to
that
class
or
24
series
of
shares.
25
3.
If
a
corporate
action
specified
in
section
490.1302,
26
subsection
1,
does
not
require
shareholder
approval
pursuant
to
27
section
490.1104,
subsection
10,
a
shareholder
who
wishes
to
28
assert
appraisal
rights
with
respect
to
any
class
or
series
of
29
shares
must
do
all
of
the
following:
30
a.
Deliver
to
the
corporation
before
the
shares
are
31
purchased
pursuant
to
the
offer
written
notice
of
the
32
shareholder’s
intent
to
demand
payment
if
the
proposed
action
33
is
effected.
34
b.
Not
tender,
or
cause
or
permit
to
be
tendered,
any
shares
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of
such
class
or
series
in
response
to
such
offer.
1
4.
A
shareholder
who
fails
to
satisfy
the
requirements
of
2
subsection
1,
2,
or
3
is
not
entitled
to
payment
under
this
3
subchapter.
4
Sec.
163.
Section
490.1322,
Code
2020,
is
amended
by
5
striking
the
section
and
inserting
in
lieu
thereof
the
6
following:
7
490.1322
Appraisal
notice
and
form.
8
1.
If
a
corporate
action
requiring
appraisal
rights
9
under
section
490.1302,
subsection
1,
becomes
effective,
the
10
corporation
shall
deliver
a
written
appraisal
notice
and
form
11
required
by
subsection
2,
to
all
shareholders
who
satisfy
the
12
requirements
of
section
490.1321,
subsection
1,
2,
or
3.
In
13
the
case
of
a
merger
under
section
490.1105,
the
parent
shall
14
deliver
an
appraisal
notice
and
form
to
all
record
shareholders
15
who
may
be
entitled
to
assert
appraisal
rights.
16
2.
The
appraisal
notice
shall
be
delivered
no
earlier
than
17
the
date
the
corporate
action
specified
in
section
490.1302,
18
subsection
1,
became
effective,
and
no
later
than
ten
days
19
after
such
date,
and
must
do
all
of
the
following:
20
a.
Supply
a
form
that
does
all
of
the
following:
21
(1)
Specifies
the
first
date
of
any
announcement
to
22
shareholders
made
before
the
date
the
corporate
action
became
23
effective
of
the
principal
terms
of
the
proposed
corporate
24
action.
25
(2)
If
such
announcement
was
made,
requires
the
shareholder
26
asserting
appraisal
rights
to
certify
whether
beneficial
27
ownership
of
those
shares
for
which
appraisal
rights
are
28
asserted
was
acquired
before
that
date.
29
(3)
Requires
the
shareholder
asserting
appraisal
rights
to
30
certify
that
such
shareholder
did
not
vote
for
or
consent
to
31
the
transaction
as
to
the
class
or
series
of
shares
for
which
32
appraisal
is
sought.
33
b.
State
all
of
the
following:
34
(1)
Where
the
form
shall
be
sent
and
where
certificates
for
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certificated
shares
shall
be
deposited
and
the
date
by
which
1
those
certificates
must
be
deposited,
which
date
shall
not
be
2
earlier
than
the
date
by
which
the
corporation
must
receive
the
3
required
form
under
subparagraph
(2).
4
(2)
A
date
by
which
the
corporation
shall
receive
the
5
form,
which
date
shall
not
be
fewer
than
forty
nor
more
than
6
sixty
days
after
the
date
the
appraisal
notice
is
sent
under
7
subsection
1,
and
state
that
the
shareholder
shall
have
waived
8
the
right
to
demand
appraisal
with
respect
to
the
shares
unless
9
the
form
is
received
by
the
corporation
by
such
specified
date.
10
(3)
The
corporation’s
estimate
of
the
fair
value
of
the
11
shares.
12
(4)
That,
if
requested
in
writing,
the
corporation
will
13
provide,
to
the
shareholder
so
requesting,
within
ten
days
14
after
the
date
specified
in
subparagraph
(2)
the
number
of
15
shareholders
who
return
the
forms
by
the
specified
date
and
the
16
total
number
of
shares
owned
by
them.
17
(5)
The
date
by
which
the
notice
to
withdraw
under
section
18
490.1323
shall
be
received,
which
date
shall
be
within
twenty
19
days
after
the
date
specified
in
subparagraph
(2).
20
c.
Be
accompanied
by
a
copy
of
this
subchapter.
21
Sec.
164.
Section
490.1323,
Code
2020,
is
amended
by
22
striking
the
section
and
inserting
in
lieu
thereof
the
23
following:
24
490.1323
Perfection
of
rights
——
right
to
withdraw.
25
1.
A
shareholder
who
receives
notice
pursuant
to
section
26
490.1322
and
who
wishes
to
exercise
appraisal
rights
shall
27
sign
and
return
the
form
sent
by
the
corporation
and,
in
28
the
case
of
certificated
shares,
deposit
the
shareholder’s
29
certificates
in
accordance
with
the
terms
of
the
notice
by
the
30
date
referred
to
in
the
notice
pursuant
to
section
490.1322,
31
subsection
2,
paragraph
“b”
,
subparagraph
(2).
In
addition,
32
if
applicable,
the
shareholder
shall
certify
on
the
form
33
whether
the
beneficial
owner
of
such
shares
acquired
beneficial
34
ownership
of
the
shares
before
the
date
required
to
be
set
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forth
in
the
notice
pursuant
to
section
490.1322,
subsection
1
2,
paragraph
“a”
,
subparagraph
(1).
If
a
shareholder
fails
to
2
make
this
certification,
the
corporation
may
elect
to
treat
the
3
shareholder’s
shares
as
after-acquired
shares
under
section
4
490.1325.
Once
a
shareholder
deposits
that
shareholder’s
5
certificates
or,
in
the
case
of
uncertificated
shares,
returns
6
the
signed
forms,
that
shareholder
loses
all
rights
as
a
7
shareholder,
unless
the
shareholder
withdraws
pursuant
to
8
subsection
2.
9
2.
A
shareholder
who
has
complied
with
subsection
1
may
10
nevertheless
decline
to
exercise
appraisal
rights
and
withdraw
11
from
the
appraisal
process
by
so
notifying
the
corporation
in
12
writing
by
the
date
set
forth
in
the
appraisal
notice
pursuant
13
to
section
490.1322,
subsection
2,
paragraph
“b”
,
subparagraph
14
(5).
A
shareholder
who
fails
to
so
withdraw
from
the
appraisal
15
process
shall
not
thereafter
withdraw
without
the
corporation’s
16
written
consent.
17
3.
A
shareholder
who
does
not
sign
and
return
the
form
and,
18
in
the
case
of
certificated
shares,
deposit
that
shareholder’s
19
share
certificates
where
required,
each
by
the
date
set
forth
20
in
the
notice
described
in
section
490.1322,
subsection
2,
21
shall
not
be
entitled
to
payment
under
this
subchapter.
22
Sec.
165.
Section
490.1324,
Code
2020,
is
amended
by
23
striking
the
section
and
inserting
in
lieu
thereof
the
24
following:
25
490.1324
Payment.
26
1.
Except
as
provided
in
section
490.1325,
within
thirty
27
days
after
the
form
required
by
section
490.1322,
subsection
2,
28
paragraph
“b”
,
subparagraph
(2),
is
due,
the
corporation
shall
29
pay
in
cash
to
those
shareholders
who
complied
with
section
30
490.1323,
subsection
1,
the
amount
the
corporation
estimates
to
31
be
the
fair
value
of
their
shares,
plus
interest.
32
2.
The
payment
to
each
shareholder
pursuant
to
subsection
1
33
must
be
accompanied
by
all
of
the
following:
34
a.
(1)
Financial
statements
of
the
corporation
that
issued
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the
shares
to
be
appraised,
consisting
of
a
balance
sheet
as
1
of
the
end
of
a
fiscal
year
ending
not
more
than
sixteen
months
2
before
the
date
of
payment,
an
income
statement
for
that
year,
3
and
a
cash
flow
statement
for
that
year;
provided
that,
if
4
such
annual
financial
statements
are
not
reasonably
available,
5
the
corporation
shall
provide
reasonably
equivalent
financial
6
information.
7
(2)
The
latest
interim
financial
statements
of
such
8
corporation,
if
any.
9
b.
A
statement
of
the
corporation’s
estimate
of
the
fair
10
value
of
the
shares,
which
estimate
shall
equal
or
exceed
the
11
corporation’s
estimate
given
pursuant
to
section
490.1322,
12
subsection
2,
paragraph
“b”
,
subparagraph
(3).
13
c.
A
statement
that
shareholders
described
in
subsection
14
1
have
the
right
to
demand
further
payment
under
section
15
490.1326
and
that
if
any
such
shareholder
does
not
do
so
within
16
the
time
period
specified
in
section
490.1326,
subsection
2,
17
such
shareholder
shall
be
deemed
to
have
accepted
the
payment
18
under
subsection
1
in
full
satisfaction
of
the
corporation’s
19
obligations
under
this
subchapter.
20
Sec.
166.
Section
490.1325,
Code
2020,
is
amended
by
21
striking
the
section
and
inserting
in
lieu
thereof
the
22
following:
23
490.1325
After-acquired
shares.
24
1.
A
corporation
may
elect
to
withhold
payment
required
25
by
section
490.1324
from
any
shareholder
who
was
required
to,
26
but
did
not
certify
that
beneficial
ownership
of
all
of
the
27
shareholder’s
shares
for
which
appraisal
rights
are
asserted
28
was
acquired
before
the
date
set
forth
in
the
appraisal
notice
29
sent
pursuant
to
section
490.1322,
subsection
2,
paragraph
“a”
.
30
2.
If
the
corporation
elected
to
withhold
payment
under
31
subsection
1,
within
thirty
days
after
the
form
required
by
32
section
490.1322,
subsection
2,
paragraph
“b”
,
subparagraph
33
(2),
is
due,
the
corporation
shall
notify
all
shareholders
who
34
are
described
in
subsection
1
regarding
all
of
the
following:
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a.
Of
the
information
required
by
section
490.1324,
1
subsection
2,
paragraph
“a”
.
2
b.
Of
the
corporation’s
estimate
of
fair
value
pursuant
to
3
section
490.1324,
subsection
2,
paragraph
“b”
.
4
c.
That
they
may
accept
the
corporation’s
estimate
of
fair
5
value,
plus
interest,
in
full
satisfaction
of
their
demands
or
6
demand
appraisal
under
section
490.1326.
7
d.
That
those
shareholders
who
wish
to
accept
such
offer
8
shall
so
notify
the
corporation
of
their
acceptance
of
the
9
corporation’s
offer
within
thirty
days
after
receiving
the
10
offer.
11
e.
That
those
shareholders
who
do
not
satisfy
the
12
requirements
for
demanding
appraisal
under
section
490.1326
13
shall
be
deemed
to
have
accepted
the
corporation’s
offer.
14
3.
Within
ten
days
after
receiving
the
shareholder’s
15
acceptance
pursuant
to
subsection
2,
paragraph
“d”
,
the
16
corporation
shall
pay
in
cash
the
amount
it
offered
under
17
subsection
2,
paragraph
“b”
,
plus
interest
to
each
shareholder
18
who
agreed
to
accept
the
corporation’s
offer
in
full
19
satisfaction
of
the
shareholder’s
demand.
20
4.
Within
forty
days
after
delivering
the
notice
described
21
in
subsection
2,
the
corporation
shall
pay
in
cash
the
amount
22
it
offered
to
pay
under
subsection
2,
paragraph
“b”
,
plus
23
interest
to
each
shareholder
described
in
subsection
2,
24
paragraph
“e”
.
25
Sec.
167.
Section
490.1326,
Code
2020,
is
amended
by
26
striking
the
section
and
inserting
in
lieu
thereof
the
27
following:
28
490.1326
Procedure
if
shareholder
dissatisfied
with
payment
29
or
offer.
30
1.
A
shareholder
paid
pursuant
to
section
490.1324
who
is
31
dissatisfied
with
the
amount
of
the
payment
shall
notify
the
32
corporation
in
writing
of
that
shareholder’s
estimate
of
the
33
fair
value
of
the
shares
and
demand
payment
of
that
estimate,
34
less
any
payment
under
section
490.1324
plus
interest.
A
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shareholder
offered
payment
under
section
490.1325
who
is
1
dissatisfied
with
that
offer
shall
reject
the
offer
and
demand
2
payment
of
the
shareholder’s
stated
estimate
of
the
fair
value
3
of
the
shares
plus
interest.
4
2.
A
shareholder
who
fails
to
notify
the
corporation
5
in
writing
of
that
shareholder’s
demand
to
be
paid
the
6
shareholder’s
stated
estimate
of
the
fair
value
plus
interest
7
under
subsection
1
within
thirty
days
after
receiving
the
8
corporation’s
payment
or
offer
of
payment
under
section
9
490.1324
or
490.1325,
respectively,
waives
the
right
to
demand
10
payment
under
this
section
and
shall
be
entitled
only
to
the
11
payment
made
or
offered
pursuant
to
those
respective
sections.
12
Sec.
168.
Section
490.1330,
Code
2020,
is
amended
by
13
striking
the
section
and
inserting
in
lieu
thereof
the
14
following:
15
490.1330
Court
action.
16
1.
If
a
shareholder
makes
a
demand
for
payment
under
17
section
490.1326
which
remains
unsettled,
the
corporation
shall
18
commence
a
proceeding
within
sixty
days
after
receiving
the
19
payment
demand
and
petition
the
court
to
determine
the
fair
20
value
of
the
shares
and
accrued
interest.
If
the
corporation
21
does
not
commence
the
proceeding
within
the
sixty-day
22
period,
it
shall
pay
in
cash
to
each
shareholder
the
amount
23
the
shareholder
demanded
pursuant
to
section
490.1326
plus
24
interest.
25
2.
The
corporation
shall
commence
the
proceeding
in
the
26
district
court
of
the
county
where
the
corporation’s
principal
27
office
or,
if
none,
its
registered
office,
in
this
state
is
28
located.
If
the
corporation
is
a
foreign
corporation
without
29
a
registered
office
in
this
state,
it
shall
commence
the
30
proceeding
in
the
county
in
this
state
where
the
principal
31
office
or
registered
office
of
the
domestic
corporation
merged
32
with
the
foreign
corporation
was
located
at
the
time
of
the
33
transaction.
34
3.
The
corporation
shall
make
all
shareholders,
regardless
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of
whether
they
are
residents
of
this
state,
whose
demands
1
remain
unsettled
parties
to
the
proceeding
as
in
an
action
2
against
their
shares,
and
all
parties
shall
be
served
with
a
3
copy
of
the
petition.
Nonresidents
may
be
served
by
registered
4
or
certified
mail
or
by
publication
as
provided
by
law.
5
4.
The
jurisdiction
of
the
court
in
which
the
proceeding
6
is
commenced
under
subsection
2
is
plenary
and
exclusive.
7
The
court
may
appoint
one
or
more
persons
as
appraisers
to
8
receive
evidence
and
recommend
a
decision
on
the
question
of
9
fair
value.
The
appraisers
shall
have
the
powers
described
10
in
the
order
appointing
them,
or
in
any
amendment
to
it.
The
11
shareholders
demanding
appraisal
rights
are
entitled
to
the
12
same
discovery
rights
as
parties
in
other
civil
proceedings.
13
There
shall
be
no
right
to
a
jury
trial.
14
5.
Each
shareholder
made
a
party
to
the
proceeding
is
15
entitled
to
judgment
for
any
of
the
following:
16
a.
The
amount,
if
any,
by
which
the
court
finds
the
fair
17
value
of
the
shareholder’s
shares
exceeds
the
amount
paid
18
by
the
corporation
to
the
shareholder
for
such
shares,
plus
19
interest.
20
b.
The
fair
value,
plus
interest,
of
the
shareholder’s
21
shares
for
which
the
corporation
elected
to
withhold
payment
22
under
section
490.1325.
23
Sec.
169.
Section
490.1331,
Code
2020,
is
amended
by
24
striking
the
section
and
inserting
in
lieu
thereof
the
25
following:
26
490.1331
Court
costs
and
expenses.
27
1.
The
court
in
an
appraisal
proceeding
commenced
under
28
section
490.1330
shall
determine
all
court
costs
of
the
29
proceeding,
including
the
reasonable
compensation
and
expenses
30
of
appraisers
appointed
by
the
court.
The
court
shall
assess
31
the
court
costs
against
the
corporation,
except
that
the
court
32
may
assess
court
costs
against
all
or
some
of
the
shareholders
33
demanding
appraisal,
in
amounts
which
the
court
finds
34
equitable,
to
the
extent
the
court
finds
such
shareholders
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acted
arbitrarily,
vexatiously,
or
not
in
good
faith
with
1
respect
to
the
rights
provided
by
this
subchapter.
2
2.
The
court
in
an
appraisal
proceeding
may
also
assess
the
3
expenses
of
the
respective
parties
in
amounts
the
court
finds
4
equitable,
against
any
of
the
following:
5
a.
The
corporation
and
in
favor
of
any
or
all
shareholders
6
demanding
appraisal
if
the
court
finds
the
corporation
did
not
7
substantially
comply
with
the
requirements
of
section
490.1320,
8
490.1322,
490.1324,
or
490.1325.
9
b.
Either
the
corporation
or
a
shareholder
demanding
10
appraisal,
in
favor
of
any
other
party,
if
the
court
finds
that
11
the
party
against
whom
expenses
are
assessed
acted
arbitrarily,
12
vexatiously,
or
not
in
good
faith
with
respect
to
the
rights
13
provided
by
this
subchapter.
14
3.
If
the
court
in
an
appraisal
proceeding
finds
that
15
the
expenses
incurred
by
any
shareholder
were
of
substantial
16
benefit
to
other
shareholders
similarly
situated
and
that
such
17
expenses
should
not
be
assessed
against
the
corporation,
the
18
court
may
direct
that
such
expenses
be
paid
out
of
the
amounts
19
awarded
the
shareholders
who
were
benefited.
20
4.
To
the
extent
the
corporation
fails
to
make
a
required
21
payment
pursuant
to
section
490.1324,
490.1325,
or
490.1326,
22
the
shareholder
may
sue
directly
for
the
amount
owed,
and
to
23
the
extent
successful,
shall
be
entitled
to
recover
from
the
24
corporation
all
expenses
of
the
suit.
25
Sec.
170.
Section
490.1340,
Code
2020,
is
amended
by
26
striking
the
section
and
inserting
in
lieu
thereof
the
27
following:
28
490.1340
Other
remedies
limited.
29
1.
The
legality
of
a
proposed
or
completed
corporate
30
action
described
in
section
490.1302,
subsection
1,
shall
not
31
be
contested,
nor
may
the
corporate
action
be
enjoined,
set
32
aside,
or
rescinded,
in
a
legal
or
equitable
proceeding
by
a
33
shareholder
after
the
shareholders
have
approved
the
corporate
34
action.
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2.
Subsection
1
does
not
apply
to
a
corporate
action
that
1
meets
any
of
the
following
conditions:
2
a.
Was
not
authorized
and
approved
in
accordance
with
the
3
applicable
provisions
of
any
of
the
following:
4
(1)
Subchapter
IX,
X,
XI,
or
XII.
5
(2)
The
articles
of
incorporation
or
bylaws.
6
(3)
The
resolution
of
the
board
of
directors
authorizing
the
7
corporate
action.
8
b.
Was
procured
as
a
result
of
fraud,
a
material
9
misrepresentation,
or
an
omission
of
a
material
fact
necessary
10
to
make
statements
made,
in
light
of
the
circumstances
in
which
11
they
were
made,
not
misleading.
12
c.
Is
an
interested
transaction,
unless
it
has
been
13
recommended
by
the
board
of
directors
in
the
same
manner
as
14
is
provided
in
section
490.862
and
has
been
approved
by
the
15
shareholders
in
the
same
manner
as
is
provided
in
section
16
490.863
as
if
the
interested
transaction
were
a
director’s
17
conflicting
interest
transaction.
18
d.
Is
approved
by
less
than
unanimous
consent
of
the
19
voting
shareholders
pursuant
to
section
490.704
if
all
of
the
20
following
apply:
21
(1)
The
challenge
to
the
corporate
action
is
brought
by
a
22
shareholder
who
did
not
consent
and
as
to
whom
notice
of
the
23
approval
of
the
corporate
action
was
not
effective
at
least
ten
24
days
before
the
corporate
action
was
effected.
25
(2)
The
proceeding
challenging
the
corporate
action
is
26
commenced
within
ten
days
after
notice
of
the
approval
of
the
27
corporate
action
is
effective
as
to
the
shareholder
bringing
28
the
proceeding.
29
Sec.
171.
Section
490.1402,
Code
2020,
is
amended
by
30
striking
the
section
and
inserting
in
lieu
thereof
the
31
following:
32
490.1402
Dissolution
by
board
of
directors
and
shareholders.
33
1.
The
board
of
directors
may
propose
dissolution
for
34
submission
to
the
shareholders
by
first
adopting
a
resolution
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authorizing
the
dissolution.
1
2.
a.
For
a
proposal
to
dissolve
to
be
adopted,
it
shall
2
then
be
approved
by
the
shareholders.
In
submitting
the
3
proposal
to
dissolve
to
the
shareholders
for
approval,
the
4
board
of
directors
shall
recommend
that
the
shareholders
5
approve
the
dissolution,
unless
any
of
the
following
apply:
6
(1)
The
board
of
directors
determines
that
because
of
7
conflict
of
interest
or
other
special
circumstances
it
should
8
make
no
recommendation.
9
(2)
Section
490.826
applies.
10
b.
If
paragraph
“a”
,
subparagraph
(1)
or
(2),
applies,
the
11
board
shall
inform
the
shareholders
of
the
basis
for
its
so
12
proceeding.
13
3.
The
board
of
directors
may
set
conditions
for
the
14
approval
of
the
proposal
for
dissolution
by
shareholders
or
the
15
effectiveness
of
the
dissolution.
16
4.
If
the
approval
of
the
shareholders
is
to
be
given
at
17
a
meeting,
the
corporation
shall
notify
each
shareholder,
18
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
19
shareholders
at
which
the
dissolution
is
to
be
submitted
for
20
approval.
The
notice
must
state
that
the
purpose,
or
one
of
21
the
purposes,
of
the
meeting
is
to
consider
dissolving
the
22
corporation.
23
5.
Unless
the
articles
of
incorporation,
bylaws,
or
the
24
board
of
directors
acting
pursuant
to
subsection
3
require
a
25
greater
vote,
a
greater
quorum,
or
a
vote
by
voting
groups,
26
adoption
of
the
proposal
to
dissolve
shall
require
the
approval
27
of
the
shareholders
at
a
meeting
at
which
a
quorum
exists
28
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
29
the
proposal
to
dissolve.
30
Sec.
172.
Section
490.1403,
Code
2020,
is
amended
by
31
striking
the
section
and
inserting
in
lieu
thereof
the
32
following:
33
490.1403
Articles
of
dissolution.
34
1.
At
any
time
after
dissolution
is
authorized,
the
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corporation
may
dissolve
by
delivering
to
the
secretary
of
1
state
for
filing
articles
of
dissolution
setting
forth
all
of
2
the
following:
3
a.
The
name
of
the
corporation.
4
b.
The
date
that
dissolution
was
authorized.
5
c.
If
dissolution
was
approved
by
the
shareholders,
a
6
statement
that
the
proposal
to
dissolve
was
duly
approved
by
7
the
shareholders
in
the
manner
required
by
this
chapter
and
by
8
the
articles
of
incorporation
and
bylaws.
9
2.
The
articles
of
dissolution
shall
take
effect
at
the
10
effective
date
determined
in
accordance
with
section
490.123.
11
A
corporation
is
dissolved
upon
the
effective
date
of
its
12
articles
of
dissolution.
13
3.
As
used
in
this
part,
“dissolved
corporation”
means
a
14
corporation
whose
articles
of
dissolution
have
become
effective
15
and
includes
a
successor
entity
to
which
the
remaining
assets
16
of
the
corporation
are
transferred
subject
to
its
liabilities
17
for
purposes
of
liquidation.
18
Sec.
173.
Section
490.1404,
Code
2020,
is
amended
by
19
striking
the
section
and
inserting
in
lieu
thereof
the
20
following:
21
490.1404
Revocation
of
dissolution.
22
1.
A
corporation
may
revoke
its
dissolution
within
one
23
hundred
twenty
days
after
its
effective
date.
24
2.
Revocation
of
dissolution
shall
be
authorized
in
the
25
same
manner
as
the
dissolution
was
authorized
unless
that
26
authorization
permitted
revocation
by
action
of
the
board
of
27
directors
alone,
in
which
event
the
board
of
directors
may
28
revoke
the
dissolution
without
shareholder
action.
29
3.
After
the
revocation
of
dissolution
is
authorized,
30
the
corporation
may
revoke
the
dissolution
by
delivering
to
31
the
secretary
of
state
for
filing
articles
of
revocation
32
of
dissolution,
together
with
a
copy
of
its
articles
of
33
dissolution,
that
set
forth
all
of
the
following:
34
a.
The
name
of
the
corporation.
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b.
The
effective
date
of
the
dissolution
that
was
revoked.
1
c.
The
date
that
the
revocation
of
dissolution
was
2
authorized.
3
d.
If
the
corporation’s
board
of
directors
or
incorporators
4
revoked
the
dissolution,
a
statement
to
that
effect.
5
e.
If
the
corporation’s
board
of
directors
revoked
a
6
dissolution
as
authorized
by
the
shareholders,
a
statement
that
7
revocation
was
permitted
by
action
by
the
board
of
directors
8
alone
pursuant
to
that
authorization.
9
f.
If
shareholder
action
was
required
to
revoke
the
10
dissolution,
a
statement
that
the
revocation
was
duly
approved
11
by
the
shareholders
in
the
manner
required
by
this
chapter
and
12
by
the
articles
of
incorporation
and
bylaws.
13
4.
The
articles
of
revocation
of
dissolution
shall
take
14
effect
at
the
effective
date
determined
in
accordance
with
15
section
490.123.
Revocation
of
dissolution
is
effective
16
upon
the
effective
date
of
the
articles
of
revocation
of
17
dissolution.
18
5.
When
the
revocation
of
dissolution
is
effective,
it
19
relates
back
to
and
takes
effect
as
of
the
effective
date
of
20
the
dissolution
and
the
corporation
resumes
carrying
on
its
21
business
as
if
the
dissolution
had
never
occurred.
22
Sec.
174.
Section
490.1405,
Code
2020,
is
amended
by
23
striking
the
section
and
inserting
in
lieu
thereof
the
24
following:
25
490.1405
Effect
of
dissolution.
26
1.
A
corporation
that
has
dissolved
continues
its
corporate
27
existence
but
the
dissolved
corporation
shall
not
carry
on
any
28
business
except
that
appropriate
to
wind
up
and
liquidate
its
29
business
and
affairs,
including
by
doing
any
of
the
following:
30
a.
Collecting
its
assets.
31
b.
Disposing
of
its
properties
that
will
not
be
distributed
32
in
kind
to
its
shareholders.
33
c.
Discharging
or
making
provision
for
discharging
its
34
liabilities.
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d.
Making
distributions
of
its
remaining
assets
among
its
1
shareholders
according
to
their
interests.
2
e.
Doing
every
other
act
necessary
to
wind
up
and
liquidate
3
its
business
and
affairs.
4
2.
Dissolution
of
a
corporation
does
not
do
any
of
the
5
following:
6
a.
Transfer
title
to
the
corporation’s
property.
7
b.
Prevent
transfer
of
its
shares
or
securities.
8
c.
Subject
its
directors
or
officers
to
standards
of
conduct
9
different
from
those
prescribed
in
subchapter
VIII.
10
d.
Change
any
of
the
following:
11
(1)
Quorum
or
voting
requirements
for
its
board
of
directors
12
or
shareholders.
13
(2)
Provisions
for
selection,
resignation,
or
removal
of
14
its
directors
or
officers
or
both.
15
(3)
Provisions
for
amending
its
bylaws.
16
e.
Prevent
commencement
of
a
proceeding
by
or
against
the
17
corporation
in
its
corporate
name.
18
f.
Abate
or
suspend
a
proceeding
pending
by
or
against
the
19
corporation
on
the
effective
date
of
dissolution.
20
g.
Terminate
the
authority
of
the
registered
agent
of
the
21
corporation.
22
3.
A
distribution
in
liquidation
under
this
section
may
23
only
be
made
by
a
dissolved
corporation.
For
purposes
of
24
determining
the
shareholders
entitled
to
receive
a
distribution
25
in
liquidation,
the
board
of
directors
may
fix
a
record
date
26
for
determining
shareholders
entitled
to
a
distribution
in
27
liquidation,
which
date
shall
not
be
retroactive.
If
the
28
board
of
directors
does
not
fix
a
record
date
for
determining
29
shareholders
entitled
to
a
distribution
in
liquidation,
the
30
record
date
is
the
date
the
board
of
directors
authorizes
the
31
distribution
in
liquidation.
32
Sec.
175.
Section
490.1406,
Code
2020,
is
amended
by
33
striking
the
section
and
inserting
in
lieu
thereof
the
34
following:
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490.1406
Known
claims
against
dissolved
corporation.
1
1.
A
dissolved
corporation
may
dispose
of
the
known
claims
2
against
it
by
notifying
its
known
claimants
in
writing
of
the
3
dissolution
at
any
time
after
its
effective
date.
4
2.
The
written
notice
must
do
all
of
the
following:
5
a.
Describe
information
that
must
be
included
in
a
claim.
6
b.
Provide
a
mailing
address
where
a
claim
may
be
sent.
7
c.
State
the
deadline,
which
must
not
be
fewer
than
one
8
hundred
twenty
days
after
the
written
notice
is
effective,
by
9
which
the
dissolved
corporation
shall
receive
the
claim.
10
d.
State
that
the
claim
will
be
barred
if
not
received
by
11
the
deadline.
12
3.
A
claim
against
the
dissolved
corporation
is
barred
if
13
any
of
the
following
occurs:
14
a.
A
claimant
who
was
given
written
notice
under
subsection
15
2
does
not
deliver
the
claim
to
the
dissolved
corporation
by
16
the
deadline.
17
b.
A
claimant
whose
claim
was
rejected
by
the
dissolved
18
corporation
does
not
commence
a
proceeding
to
enforce
the
claim
19
within
ninety
days
after
the
rejection
notice
is
effective.
20
4.
As
used
in
this
section,
“claim”
does
not
include
a
21
contingent
liability
or
a
claim
based
on
an
event
occurring
22
after
the
effective
date
of
dissolution.
23
Sec.
176.
Section
490.1407,
Code
2020,
is
amended
by
24
striking
the
section
and
inserting
in
lieu
thereof
the
25
following:
26
490.1407
Other
claims
against
dissolved
corporation.
27
1.
A
dissolved
corporation
may
publish
notice
of
its
28
dissolution
and
request
that
persons
with
claims
against
the
29
dissolved
corporation
present
them
in
accordance
with
the
30
notice.
31
2.
The
notice
must
meet
all
of
the
following
requirements:
32
a.
Be
published
in
compliance
with
any
of
the
following:
33
(1)
One
time
in
a
newspaper
of
general
circulation
in
the
34
county
where
the
dissolved
corporation’s
principal
office,
or,
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2339
if
none
in
this
state,
its
registered
office,
is
or
was
last
1
located.
2
(2)
Be
posted
conspicuously
for
at
least
thirty
days
on
the
3
dissolved
corporation’s
internet
site.
4
b.
Describe
the
information
that
must
be
included
in
a
claim
5
and
provide
a
mailing
address
where
the
claim
may
be
sent.
6
c.
State
that
a
claim
against
the
dissolved
corporation
will
7
be
barred
unless
a
proceeding
to
enforce
the
claim
is
commenced
8
within
three
years
after
the
publication
of
the
notice.
9
3.
If
the
dissolved
corporation
publishes
a
notice
in
10
accordance
with
subsection
2,
the
claim
of
each
of
the
11
following
claimants
is
barred
unless
the
claimant
commences
12
a
proceeding
to
enforce
the
claim
against
the
dissolved
13
corporation
within
three
years
after
the
publication
date
of
14
the
notice:
15
a.
A
claimant
who
was
not
given
written
notice
under
section
16
490.1406.
17
b.
A
claimant
whose
claim
was
timely
sent
to
the
dissolved
18
corporation
but
not
acted
on
by
the
corporation.
19
c.
A
claimant
whose
claim
is
contingent
or
based
on
an
event
20
occurring
after
the
effective
date
of
dissolution.
21
4.
A
claim
that
is
not
barred
by
section
490.1406,
22
subsection
2,
or
subsection
3
of
this
section,
may
be
enforced
23
in
any
of
the
following
ways:
24
a.
Against
the
dissolved
corporation,
to
the
extent
of
its
25
undistributed
assets.
26
b.
Except
as
provided
in
section
490.1408,
subsection
4,
27
if
the
assets
have
been
distributed
in
liquidation,
against
28
a
shareholder
of
the
dissolved
corporation
to
the
extent
of
29
the
shareholder’s
pro
rata
share
of
the
claim
or
the
corporate
30
assets
distributed
to
the
shareholder
in
liquidation,
whichever
31
is
less,
but
a
shareholder’s
total
liability
for
all
claims
32
under
this
section
shall
not
exceed
the
total
amount
of
assets
33
distributed
to
the
shareholder
in
liquidation.
34
Sec.
177.
Section
490.1409,
Code
2020,
is
amended
by
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striking
the
section
and
inserting
in
lieu
thereof
the
1
following:
2
490.1409
Director
duties.
3
1.
Directors
shall
cause
the
dissolved
corporation
to
4
discharge
or
make
reasonable
provision
for
the
payment
of
5
claims
and
make
distributions
in
liquidation
of
assets
to
6
shareholders
after
payment
or
provision
for
claims.
7
2.
Directors
of
a
dissolved
corporation
which
has
disposed
8
of
claims
under
section
490.1406,
490.1407,
or
490.1408
shall
9
not
be
liable
for
breach
of
subsection
1
with
respect
to
claims
10
against
the
dissolved
corporation
that
are
barred
or
satisfied
11
under
section
490.1406,
490.1407,
or
490.1408.
12
Sec.
178.
Section
490.1420,
Code
2020,
is
amended
by
13
striking
the
section
and
inserting
in
lieu
thereof
the
14
following:
15
490.1420
Grounds
for
administrative
dissolution.
16
The
secretary
of
state
may
commence
a
proceeding
under
17
section
490.1421
to
dissolve
a
corporation
administratively,
18
if
any
of
the
following
apply:
19
1.
The
corporation
does
not
pay
within
sixty
days
after
they
20
are
due
any
fees,
taxes,
interest,
or
penalties
imposed
by
this
21
chapter
or
other
laws
of
this
state.
22
2.
The
corporation
does
not
deliver
its
biennial
report
23
required
by
section
490.1622
to
the
secretary
of
state
within
24
sixty
days
after
it
is
due.
25
3.
The
corporation
is
without
a
registered
agent
or
26
registered
office
in
this
state
for
sixty
days
or
more.
27
4.
The
secretary
of
state
has
not
been
notified
within
sixty
28
days
that
the
corporation’s
registered
agent
or
registered
29
office
has
been
changed,
that
its
registered
agent
has
30
resigned,
or
that
its
registered
office
has
been
discontinued.
31
5.
The
corporation’s
period
of
duration
stated
in
its
32
articles
of
incorporation
expires.
33
Sec.
179.
Section
490.1421,
Code
2020,
is
amended
by
34
striking
the
section
and
inserting
in
lieu
thereof
the
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following:
1
490.1421
Procedure
for
and
effect
of
administrative
2
dissolution.
3
1.
If
the
secretary
of
state
determines
that
one
or
4
more
grounds
exist
under
section
490.1420
for
dissolving
a
5
corporation,
the
secretary
of
state
shall
serve
the
corporation
6
with
written
notice
of
such
determination
under
section
7
490.504.
8
2.
If
the
corporation
does
not
correct
each
ground
for
9
dissolution
or
demonstrate
to
the
reasonable
satisfaction
of
10
the
secretary
of
state
that
each
ground
determined
by
the
11
secretary
of
state
does
not
exist
within
sixty
days
after
12
service
of
the
notice
under
section
490.504,
the
secretary
13
of
state
shall
administratively
dissolve
the
corporation
by
14
signing
a
certificate
of
dissolution
that
recites
the
ground
or
15
grounds
for
dissolution
and
its
effective
date.
The
secretary
16
of
state
shall
file
the
original
of
the
certificate
and
serve
a
17
copy
on
the
corporation
under
section
490.504.
18
3.
A
corporation
administratively
dissolved
continues
19
its
corporate
existence
but
shall
not
carry
on
any
business
20
except
that
necessary
to
wind
up
and
liquidate
its
business
21
and
affairs
under
section
490.1405
and
notify
claimants
under
22
sections
490.1406
and
490.1407.
23
4.
The
administrative
dissolution
of
a
corporation
does
not
24
terminate
the
authority
of
its
registered
agent.
25
Sec.
180.
Section
490.1422,
Code
2020,
is
amended
by
26
striking
the
section
and
inserting
in
lieu
thereof
the
27
following:
28
490.1422
Reinstatement
following
administrative
dissolution.
29
1.
A
corporation
administratively
dissolved
under
section
30
490.1421
may
apply
to
the
secretary
of
state
for
reinstatement
31
at
any
time
after
the
effective
date
of
dissolution.
The
32
application
must
meet
all
of
the
following
requirements:
33
a.
State
the
name
of
the
corporation
at
its
date
of
34
dissolution
and
the
effective
date
of
its
administrative
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dissolution.
1
b.
State
that
the
ground
or
grounds
for
dissolution
either
2
did
not
exist
or
have
been
eliminated.
3
c.
If
the
application
is
received
more
than
five
years
after
4
the
effective
date
of
dissolution,
state
a
corporate
name
that
5
satisfies
the
requirements
of
section
490.401.
6
d.
State
the
federal
tax
identification
number
of
the
7
corporation.
8
2.
a.
The
secretary
of
state
shall
refer
the
federal
9
tax
identification
number
contained
in
the
application
for
10
reinstatement
to
the
departments
of
revenue
and
workforce
11
development.
The
departments
of
revenue
and
workforce
12
development
shall
report
to
the
secretary
of
state
the
tax
13
status
of
the
corporation.
If
either
department
reports
to
14
the
secretary
of
state
that
a
filing
delinquency
or
liability
15
exists
against
the
corporation,
the
secretary
of
state
shall
16
not
cancel
the
certificate
of
dissolution
until
the
filing
17
delinquency
or
liability
is
satisfied.
18
b.
(1)
If
the
secretary
of
state
determines
that
the
19
application
contains
the
information
required
by
subsection
20
1,
and
that
a
delinquency
or
liability
reported
pursuant
to
21
paragraph
“a”
has
been
satisfied,
and
that
the
information
is
22
correct,
the
secretary
of
state
shall
cancel
the
certificate
23
of
dissolution
and
prepare
a
certificate
of
reinstatement
24
that
recites
the
secretary
of
state’s
determination
and
the
25
effective
date
of
reinstatement,
file
the
certificate
of
26
reinstatement,
and
deliver
a
copy
to
the
corporation
under
27
section
490.504.
28
(2)
If
the
corporate
name
in
subsection
1,
paragraph
“c”
,
is
29
different
from
the
corporate
name
in
subsection
1,
paragraph
30
“a”
,
the
certificate
of
reinstatement
shall
constitute
an
31
amendment
to
the
articles
of
incorporation
insofar
as
it
32
pertains
to
the
corporate
name.
A
corporation
shall
not
33
relinquish
the
right
to
retain
its
corporate
name
if
the
34
reinstatement
is
effective
within
five
years
of
the
effective
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date
of
the
corporation’s
dissolution.
1
3.
When
the
reinstatement
is
effective,
it
relates
back
to
2
and
takes
effect
as
of
the
effective
date
of
the
administrative
3
dissolution
as
if
the
administrative
dissolution
had
never
4
occurred.
5
Sec.
181.
Section
490.1423,
Code
2020,
is
amended
by
6
striking
the
section
and
inserting
in
lieu
thereof
the
7
following:
8
490.1423
Appeal
from
denial
of
reinstatement.
9
1.
If
the
secretary
of
state
denies
a
corporation’s
10
application
for
reinstatement
following
administrative
11
dissolution,
the
secretary
of
state
shall
serve
the
corporation
12
under
section
490.504
with
a
written
notice
that
explains
the
13
reason
or
reasons
for
denial.
14
2.
The
corporation
may
appeal
the
denial
of
reinstatement
15
to
the
district
court
of
the
county
where
the
corporation’s
16
principal
office
or,
if
none
in
this
state,
its
registered
17
office,
is
located
within
thirty
days
after
service
of
18
the
notice
of
denial
is
effected.
The
corporation
appeals
19
by
petitioning
the
court
to
set
aside
the
dissolution
and
20
attaching
to
the
petition
copies
of
the
secretary
of
state’s
21
certificate
of
dissolution,
the
corporation’s
application
for
22
reinstatement,
and
the
secretary
of
state’s
notice
of
denial.
23
3.
The
court
may
summarily
order
the
secretary
of
state
to
24
reinstate
the
dissolved
corporation
or
may
take
other
action
25
the
court
considers
appropriate.
26
4.
The
court’s
final
decision
may
be
appealed
as
in
other
27
civil
proceedings.
28
Sec.
182.
Section
490.1430,
Code
2020,
is
amended
by
29
striking
the
section
and
inserting
in
lieu
thereof
the
30
following:
31
490.1430
Grounds
for
judicial
dissolution.
32
1.
The
district
court
may
dissolve
a
corporation
in
any
of
33
the
following
ways:
34
a.
A
proceeding
by
the
attorney
general
if
it
is
established
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that
any
of
the
following
apply:
1
(1)
The
corporation
obtained
its
articles
of
incorporation
2
through
fraud.
3
(2)
The
corporation
has
continued
to
exceed
or
abuse
the
4
authority
conferred
upon
it
by
law.
5
b.
A
proceeding
by
a
shareholder
if
it
is
established
that
6
any
of
the
following
conditions
exist:
7
(1)
The
directors
are
deadlocked
in
the
management
of
8
the
corporate
affairs,
the
shareholders
are
unable
to
break
9
the
deadlock,
and
irreparable
injury
to
the
corporation
is
10
threatened
or
being
suffered,
or
the
business
and
affairs
of
11
the
corporation
can
no
longer
be
conducted
to
the
advantage
of
12
the
shareholders
generally,
because
of
the
deadlock.
13
(2)
The
directors
or
those
in
control
of
the
corporation
14
have
acted,
are
acting,
or
will
act
in
a
manner
that
is
15
illegal,
oppressive,
or
fraudulent.
16
(3)
The
shareholders
are
deadlocked
in
voting
power
and
have
17
failed,
for
a
period
that
includes
at
least
two
consecutive
18
annual
meeting
dates,
to
elect
successors
to
directors
whose
19
terms
have
expired.
20
(4)
The
corporate
assets
are
being
misapplied
or
wasted.
21
c.
A
proceeding
by
a
creditor
if
it
is
established
that
any
22
of
the
following
applies:
23
(1)
The
creditor’s
claim
has
been
reduced
to
judgment,
24
the
execution
on
the
judgment
returned
unsatisfied,
and
the
25
corporation
is
insolvent.
26
(2)
The
corporation
has
admitted
in
writing
that
the
27
creditor’s
claim
is
due
and
owing
and
the
corporation
is
28
insolvent.
29
d.
A
proceeding
by
the
corporation
to
have
its
voluntary
30
dissolution
continued
under
court
supervision.
31
e.
A
proceeding
by
a
shareholder
if
the
corporation
has
32
abandoned
its
business
and
has
failed
within
a
reasonable
time
33
to
liquidate
and
distribute
its
assets
and
dissolve.
34
2.
Subsection
1,
paragraph
“b”
,
shall
not
apply
in
the
35
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case
of
a
corporation
that,
on
the
date
of
the
filing
of
the
1
proceeding,
has
a
class
or
series
of
shares
which
is
any
of
the
2
following:
3
a.
A
covered
security
under
section
18(b)(1)(A)
or
(B)
of
4
the
federal
Securities
Act
of
1933.
5
b.
Not
a
covered
security,
but
is
held
by
at
least
three
6
hundred
shareholders
and
the
shares
outstanding
have
a
market
7
value
of
at
least
twenty
million
dollars,
exclusive
of
the
8
value
of
such
shares
held
by
the
corporation’s
subsidiaries,
9
senior
executives,
directors,
and
if
they
own
more
than
ten
10
percent
of
such
shares,
beneficial
shareholders,
and
voting
11
trust
beneficial
owners.
12
3.
a.
As
used
in
subsection
1,
“shareholder”
means
a
record
13
shareholder,
a
beneficial
shareholder,
and
an
unrestricted
14
voting
trust
beneficial
owner.
15
b.
As
used
in
subsection
2,
“shareholder”
means
a
record
16
shareholder,
a
beneficial
shareholder,
and
a
voting
trust
17
beneficial
owner.
18
Sec.
183.
Section
490.1431,
Code
2020,
is
amended
by
19
striking
the
section
and
inserting
in
lieu
thereof
the
20
following:
21
490.1431
Procedure
for
judicial
dissolution.
22
1.
Venue
for
a
proceeding
by
the
attorney
general
23
to
dissolve
a
corporation
lies
in
Polk
county.
Venue
24
for
a
proceeding
brought
by
any
other
party
named
in
25
section
490.1430,
subsection
1,
lies
in
the
county
where
a
26
corporation’s
principal
office
or,
if
none
in
this
state,
its
27
registered
office
is
or
was
last
located.
28
2.
It
is
not
necessary
to
make
shareholders
parties
to
a
29
proceeding
to
dissolve
a
corporation
unless
relief
is
sought
30
against
them
individually.
31
3.
A
court
in
a
proceeding
brought
to
dissolve
a
corporation
32
may
issue
injunctions,
appoint
a
receiver
or
custodian
during
33
the
proceeding
with
all
powers
and
duties
the
court
directs,
34
take
other
action
required
to
preserve
the
corporate
assets
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wherever
located,
and
carry
on
the
business
of
the
corporation
1
until
a
full
hearing
can
be
held.
2
4.
Within
ten
days
of
the
commencement
of
a
proceeding
3
to
dissolve
a
corporation
under
section
490.1430,
subsection
4
1,
paragraph
“b”
,
the
corporation
shall
deliver
to
all
5
shareholders,
other
than
the
petitioner,
a
notice
stating
that
6
the
shareholders
are
entitled
to
avoid
the
dissolution
of
the
7
corporation
by
electing
to
purchase
the
petitioner’s
shares
8
under
section
490.1434,
and
accompanied
by
a
copy
of
section
9
490.1434.
10
Sec.
184.
Section
490.1432,
Code
2020,
is
amended
by
11
striking
the
section
and
inserting
in
lieu
thereof
the
12
following:
13
490.1432
Receivership
or
custodianship.
14
1.
Unless
an
election
to
purchase
has
been
filed
under
15
section
490.1434,
a
court
in
a
judicial
proceeding
brought
to
16
dissolve
a
corporation
may
appoint
one
or
more
receivers
to
17
wind
up
and
liquidate,
or
one
or
more
custodians
to
manage,
18
the
business
and
affairs
of
the
corporation.
The
court
shall
19
hold
a
hearing,
after
notifying
all
parties
to
the
proceeding
20
and
any
interested
persons
designated
by
the
court,
before
21
appointing
a
receiver
or
custodian.
The
court
appointing
a
22
receiver
or
custodian
has
jurisdiction
over
the
corporation
and
23
all
of
its
property
wherever
located.
24
2.
The
court
may
appoint
an
individual
or
a
domestic
25
or
foreign
corporation
or
eligible
entity
as
a
receiver
or
26
custodian,
which,
if
a
foreign
corporation
or
foreign
eligible
27
entity,
must
be
registered
to
do
business
in
this
state.
The
28
court
may
require
the
receiver
or
custodian
to
post
bond,
with
29
or
without
sureties,
in
an
amount
the
court
directs.
30
3.
The
court
shall
describe
the
powers
and
duties
of
the
31
receiver
or
custodian
in
its
appointing
order,
which
may
be
32
amended
from
time
to
time.
Among
other
powers
all
of
the
33
following
apply:
34
a.
The
receiver
may
do
any
or
all
of
the
following:
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(1)
Dispose
of
all
or
any
part
of
the
assets
of
the
1
corporation
wherever
located,
at
a
public
or
private
sale.
2
(2)
Sue
and
defend
in
the
receiver’s
own
name
as
receiver
of
3
the
corporation
in
all
courts
of
this
state.
4
b.
The
custodian
may
exercise
all
of
the
powers
of
the
5
corporation,
through
or
in
place
of
its
board
of
directors,
to
6
the
extent
necessary
to
manage
the
affairs
of
the
corporation
7
in
the
best
interests
of
its
shareholders
and
creditors.
8
c.
The
receiver
or
custodian
shall
have
such
other
powers
9
and
duties
as
the
court
may
provide
in
the
appointing
order,
10
which
may
be
amended
from
time
to
time.
11
4.
The
court
during
a
receivership
may
redesignate
the
12
receiver
a
custodian
and
during
a
custodianship
may
redesignate
13
the
custodian
a
receiver.
14
5.
The
court
from
time
to
time
during
the
receivership
or
15
custodianship
may
order
compensation
paid
and
expenses
paid
or
16
reimbursed
to
the
receiver
or
custodian
from
the
assets
of
the
17
corporation
or
proceeds
from
the
sale
of
the
assets.
18
Sec.
185.
Section
490.1434,
Code
2020,
is
amended
by
19
striking
the
section
and
inserting
in
lieu
thereof
the
20
following:
21
490.1434
Election
to
purchase
in
lieu
of
dissolution.
22
1.
In
a
proceeding
under
section
490.1430,
subsection
1,
23
paragraph
“b”
,
to
dissolve
a
corporation,
the
corporation
24
may
elect
or,
if
it
fails
to
elect,
one
or
more
shareholders
25
may
elect
to
purchase
all
shares
owned
by
the
petitioning
26
shareholder
at
the
fair
value
of
the
shares.
An
election
27
pursuant
to
this
section
shall
be
irrevocable
unless
the
court
28
determines
that
it
is
equitable
to
set
aside
or
modify
the
29
election.
30
2.
An
election
to
purchase
pursuant
to
this
section
may
31
be
filed
with
the
court
at
any
time
within
ninety
days
after
32
the
filing
of
the
petition
under
section
490.1430,
subsection
33
1,
paragraph
“b”
,
or
at
such
later
time
as
the
court
in
its
34
discretion
may
allow.
If
the
election
to
purchase
is
filed
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by
one
or
more
shareholders,
the
corporation
shall,
within
1
ten
days
thereafter,
give
written
notice
to
all
shareholders,
2
other
than
the
petitioner.
The
notice
must
state
the
name
3
and
number
of
shares
owned
by
the
petitioner
and
the
name
and
4
number
of
shares
owned
by
each
electing
shareholder
and
must
5
advise
the
recipients
of
their
right
to
join
in
the
election
to
6
purchase
shares
in
accordance
with
this
section.
Shareholders
7
who
wish
to
participate
shall
file
notice
of
their
intention
8
to
join
in
the
purchase
no
later
than
thirty
days
after
9
the
effectiveness
of
the
notice
to
them.
All
shareholders
10
who
have
filed
an
election
or
notice
of
their
intention
to
11
participate
in
the
election
to
purchase
thereby
become
parties
12
to
the
proceeding
and
shall
participate
in
the
purchase
in
13
proportion
to
their
ownership
of
shares
as
of
the
date
the
14
first
election
was
filed,
unless
they
otherwise
agree
or
the
15
court
otherwise
directs.
After
an
election
has
been
filed
by
16
the
corporation
or
one
or
more
shareholders,
the
proceeding
17
under
section
490.1430,
subsection
1,
paragraph
“b”
,
shall
18
not
be
discontinued
or
settled,
nor
shall
the
petitioning
19
shareholder
sell
or
otherwise
dispose
of
the
shareholder’s
20
shares,
unless
the
court
determines
that
it
would
be
equitable
21
to
the
corporation
and
the
shareholders,
other
than
the
22
petitioner,
to
permit
such
discontinuance,
settlement,
sale,
or
23
other
disposition.
24
3.
If,
within
sixty
days
of
the
filing
of
the
first
25
election,
the
parties
reach
agreement
as
to
the
fair
value
26
and
terms
of
purchase
of
the
petitioner’s
shares,
the
court
27
shall
enter
an
order
directing
the
purchase
of
the
petitioner’s
28
shares
upon
the
terms
and
conditions
agreed
to
by
the
parties.
29
4.
If
the
parties
are
unable
to
reach
an
agreement
as
30
provided
for
in
subsection
3,
the
court,
upon
application
of
31
any
party,
shall
stay
the
proceedings
under
section
490.1430,
32
subsection
1,
paragraph
“b”
,
and
determine
the
fair
value
of
33
the
petitioner’s
shares
as
of
the
day
before
the
date
on
which
34
the
petition
under
section
490.1430,
subsection
1,
paragraph
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“b”
,
was
filed
or
as
of
such
other
date
as
the
court
deems
1
appropriate
under
the
circumstances.
2
5.
Upon
determining
the
fair
value
of
the
shares,
the
3
court
shall
enter
an
order
directing
the
purchase
upon
such
4
terms
and
conditions
as
the
court
deems
appropriate,
which
may
5
include
payment
of
the
purchase
price
in
installments,
where
6
necessary
in
the
interests
of
equity,
provision
for
security
7
to
assure
payment
of
the
purchase
price
and
any
additional
8
expenses
as
may
have
been
awarded,
and,
if
the
shares
are
to
9
be
purchased
by
shareholders,
the
allocation
of
shares
among
10
them.
In
allocating
the
petitioner’s
shares
among
holders
of
11
different
classes
or
series
of
shares,
the
court
should
attempt
12
to
preserve
the
existing
distribution
of
voting
rights
among
13
holders
of
different
classes
or
series
insofar
as
practicable
14
and
may
direct
that
holders
of
a
specific
class
or
classes
or
15
series
shall
not
participate
in
the
purchase.
Interest
may
be
16
allowed
at
the
rate
and
from
the
date
determined
by
the
court
17
to
be
equitable,
but
if
the
court
finds
that
the
refusal
of
18
the
petitioning
shareholder
to
accept
an
offer
of
payment
was
19
arbitrary
or
otherwise
not
in
good
faith,
no
interest
shall
be
20
allowed.
If
the
court
finds
that
the
petitioning
shareholder
21
had
probable
grounds
for
relief
under
section
490.1430,
22
subsection
1,
paragraph
“b”
,
subparagraph
(2)
or
(4),
it
may
23
award
expenses
to
the
petitioning
shareholder.
24
6.
Upon
entry
of
an
order
under
subsection
3
or
5,
the
25
court
shall
dismiss
the
petition
to
dissolve
the
corporation
26
under
section
490.1430,
subsection
1,
paragraph
“b”
,
and
the
27
petitioning
shareholder
shall
no
longer
have
any
rights
or
28
status
as
a
shareholder
of
the
corporation,
except
the
right
29
to
receive
the
amounts
awarded
by
the
order
of
the
court
which
30
shall
be
enforceable
in
the
same
manner
as
any
other
judgment.
31
7.
The
purchase
ordered
pursuant
to
subsection
5
shall
be
32
made
within
ten
days
after
the
date
the
order
becomes
final.
33
8.
Any
payment
by
the
corporation
pursuant
to
an
order
under
34
subsection
3
or
5,
other
than
an
award
of
expenses
pursuant
to
35
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subsection
5,
is
subject
to
the
provisions
of
section
490.640.
1
Sec.
186.
Section
490.1440,
Code
2020,
is
amended
by
2
striking
the
section
and
inserting
in
lieu
thereof
the
3
following:
4
490.1440
Deposit
with
state
treasurer.
5
Assets
of
a
dissolved
corporation
that
should
be
transferred
6
to
a
creditor,
claimant,
or
shareholder
of
the
corporation
who
7
cannot
be
found
or
who
is
not
competent
to
receive
them
shall
8
be
reduced
to
cash
and
deposited
with
the
treasurer
of
state
9
or
other
appropriate
state
official
for
safekeeping.
When
the
10
creditor,
claimant,
or
shareholder
furnishes
satisfactory
proof
11
of
entitlement
to
the
amount
deposited,
the
treasurer
of
state
12
or
other
appropriate
state
official
shall
pay
such
person,
or
13
the
representative
of
such
person,
that
amount.
14
Sec.
187.
Section
490.1501,
Code
2020,
is
amended
by
15
striking
the
section
and
inserting
in
lieu
thereof
the
16
following:
17
490.1501
Governing
law.
18
1.
The
law
of
the
jurisdiction
of
formation
of
a
foreign
19
corporation
governs
all
of
the
following:
20
a.
The
internal
affairs
of
the
foreign
corporation.
21
b.
The
interest
holder
liability
of
its
shareholders.
22
2.
A
foreign
corporation
is
not
precluded
from
registering
23
to
do
business
in
this
state
because
of
any
difference
between
24
the
law
of
the
foreign
corporation’s
jurisdiction
of
formation
25
and
the
law
of
this
state.
26
3.
Registration
of
a
foreign
corporation
to
do
business
in
27
this
state
does
not
permit
the
foreign
corporation
to
engage
in
28
any
business
or
affairs
or
exercise
any
power
that
a
domestic
29
corporation
cannot
lawfully
engage
in
or
exercise
in
this
30
state.
31
Sec.
188.
Section
490.1502,
Code
2020,
is
amended
by
32
striking
the
section
and
inserting
in
lieu
thereof
the
33
following:
34
490.1502
Registration
to
do
business
in
this
state.
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1.
A
foreign
corporation
shall
not
do
business
in
this
1
state
until
it
registers
with
the
secretary
of
state
under
this
2
chapter.
3
2.
A
foreign
corporation
doing
business
in
this
state
shall
4
not
maintain
a
proceeding
in
any
court
of
this
state
until
it
5
is
registered
to
do
business
in
this
state.
6
3.
The
failure
of
a
foreign
corporation
to
register
to
7
do
business
in
this
state
does
not
impair
the
validity
of
a
8
contract
or
act
of
the
foreign
corporation
or
preclude
it
from
9
defending
a
proceeding
in
this
state.
10
4.
A
limitation
on
the
liability
of
a
shareholder
or
11
director
of
a
foreign
corporation
is
not
waived
solely
because
12
the
foreign
corporation
does
business
in
this
state
without
13
registering.
14
5.
Section
490.1501,
subsection
1,
applies
even
if
a
foreign
15
corporation
fails
to
register
under
this
chapter.
16
Sec.
189.
Section
490.1503,
Code
2020,
is
amended
by
17
striking
the
section
and
inserting
in
lieu
thereof
the
18
following:
19
490.1503
Foreign
registration
statement.
20
1.
To
register
to
do
business
in
this
state,
a
foreign
21
corporation
shall
deliver
a
foreign
registration
statement
to
22
the
secretary
of
state
for
filing.
The
registration
statement
23
must
be
signed
by
the
foreign
corporation
and
state
all
of
the
24
following:
25
a.
The
corporate
name
of
the
foreign
corporation
and,
if
the
26
name
does
not
comply
with
section
490.401,
an
alternate
name
as
27
required
by
section
490.1506.
28
b.
The
foreign
corporation’s
jurisdiction
of
formation.
29
c.
The
street
and
mailing
addresses
of
the
foreign
30
corporation’s
principal
office
and,
if
the
law
of
the
foreign
31
corporation’s
jurisdiction
of
formation
requires
the
foreign
32
corporation
to
maintain
an
office
in
that
jurisdiction,
the
33
street
and
mailing
addresses
of
that
office.
34
d.
The
street
and
mailing
addresses
of
the
foreign
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corporation’s
registered
office
in
this
state
and
the
name
of
1
its
registered
agent
at
that
office.
2
e.
The
names
and
business
addresses
of
its
directors
and
3
principal
officers.
4
2.
The
foreign
corporation
shall
deliver
the
completed
5
foreign
registration
statement
to
the
secretary
of
state,
6
and
also
deliver
to
the
secretary
of
state
a
certificate
of
7
existence
or
a
document
of
similar
import
duly
authenticated
8
by
the
secretary
of
state
or
other
official
having
custody
of
9
corporate
records
in
the
state
or
country
under
whose
law
it
is
10
incorporated
which
is
dated
no
earlier
than
ninety
days
prior
11
to
the
date
the
application
is
filed
by
the
secretary
of
state.
12
Sec.
190.
Section
490.1504,
Code
2020,
is
amended
by
13
striking
the
section
and
inserting
in
lieu
thereof
the
14
following:
15
490.1504
Amendment
of
foreign
registration
statement.
16
A
registered
foreign
corporation
shall
sign
and
deliver
to
17
the
secretary
of
state
for
filing
an
amendment
to
its
foreign
18
registration
statement
if
there
is
a
change
in
any
of
the
19
following:
20
1.
Its
name
or
alternate
name.
21
2.
Its
jurisdiction
of
formation,
unless
its
registration
22
is
deemed
to
have
been
withdrawn
under
section
490.1508
or
23
transferred
under
section
490.1510.
24
3.
An
address
required
by
section
490.1503,
subsection
1,
25
paragraph
“c”
.
26
Sec.
191.
Section
490.1505,
Code
2020,
is
amended
by
27
striking
the
section
and
inserting
in
lieu
thereof
the
28
following:
29
490.1505
Activities
not
constituting
doing
business.
30
1.
Activities
of
a
foreign
corporation
that
do
not
31
constitute
doing
business
in
this
state
for
purposes
of
this
32
subchapter
include
all
of
the
following:
33
a.
Maintaining,
defending,
mediating,
arbitrating,
or
34
settling
a
proceeding.
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b.
Carrying
on
any
activity
concerning
the
internal
affairs
1
of
the
foreign
corporation,
including
holding
meetings
of
its
2
shareholders
or
board
of
directors.
3
c.
Maintaining
accounts
in
financial
institutions.
4
d.
Maintaining
offices
or
agencies
for
the
transfer,
5
exchange,
and
registration
of
securities
of
the
foreign
6
corporation
or
maintaining
trustees
or
depositories
with
7
respect
to
those
securities.
8
e.
Selling
through
independent
contractors.
9
f.
Soliciting
or
obtaining
orders
by
any
means
if
the
10
orders
require
acceptance
outside
this
state
before
they
become
11
contracts.
12
g.
Creating
or
acquiring
indebtedness,
mortgages,
or
13
security
interests
in
property.
14
h.
Securing
or
collecting
debts
or
enforcing
mortgages
or
15
security
interests
in
property
securing
the
debts,
and
holding,
16
protecting,
or
maintaining
property
so
acquired.
17
i.
Conducting
an
isolated
transaction
that
is
not
in
the
18
course
of
similar
transactions.
19
j.
Owning,
protecting,
and
maintaining
property.
20
k.
Doing
business
in
interstate
commerce.
21
2.
This
section
does
not
apply
in
determining
the
contacts
22
or
activities
that
may
subject
a
foreign
corporation
to
service
23
of
process,
taxation,
or
regulation
under
the
laws
of
this
24
state
other
than
this
chapter.
25
Sec.
192.
Section
490.1506,
Code
2020,
is
amended
by
26
striking
the
section
and
inserting
in
lieu
thereof
the
27
following:
28
490.1506
Noncomplying
name
of
foreign
corporation.
29
1.
A
foreign
corporation
whose
name
does
not
comply
with
30
section
490.401
shall
not
register
to
do
business
in
this
state
31
until
it
adopts,
for
the
purpose
of
doing
business
in
this
32
state,
an
alternate
name
that
complies
with
section
490.401
by
33
filing
a
foreign
registration
statement
under
section
490.1503,
34
or
if
applicable,
a
transfer
of
registration
statement
under
35
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section
490.1510,
setting
forth
that
alternate
name.
After
1
registering
to
do
business
in
this
state
with
an
alternate
2
name,
a
foreign
corporation
shall
do
business
in
this
state
3
under
any
of
the
following:
4
a.
The
alternate
name.
5
b.
The
foreign
corporation’s
name,
with
the
addition
of
its
6
jurisdiction
of
formation.
7
2.
If
a
registered
foreign
corporation
changes
its
name
8
after
registration
to
a
name
that
does
not
comply
with
section
9
490.401,
it
shall
not
do
business
in
this
state
until
it
10
complies
with
subsection
1
by
amending
its
registration
11
statement
to
adopt
an
alternate
name
that
complies
with
section
12
490.401.
13
Sec.
193.
Section
490.1507,
Code
2020,
is
amended
by
14
striking
the
section
and
inserting
in
lieu
thereof
the
15
following:
16
490.1507
Withdrawal
of
registration
of
registered
foreign
17
corporation.
18
1.
A
registered
foreign
corporation
may
withdraw
its
19
registration
by
delivering
a
statement
of
withdrawal
to
the
20
secretary
of
state
for
filing.
The
statement
of
withdrawal
21
must
be
signed
by
the
foreign
corporation
and
state
all
of
the
22
following:
23
a.
The
name
of
the
foreign
corporation
and
its
jurisdiction
24
of
formation.
25
b.
That
the
foreign
corporation
is
not
doing
business
26
in
this
state
and
that
it
withdraws
its
registration
to
do
27
business
in
this
state.
28
c.
That
the
foreign
corporation
revokes
the
authority
of
its
29
registered
agent
in
this
state.
30
d.
An
address
to
which
process
on
the
foreign
corporation
31
may
be
sent
by
the
secretary
of
state
under
section
490.504,
32
subsection
3.
33
2.
After
the
withdrawal
of
the
registration
of
a
foreign
34
corporation,
service
of
process
in
any
proceeding
based
on
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2339
a
cause
of
action
arising
during
the
time
the
entity
was
1
registered
to
do
business
in
this
state
may
be
made
as
provided
2
in
section
490.504.
3
Sec.
194.
Section
490.1508,
Code
2020,
is
amended
by
4
striking
the
section
and
inserting
in
lieu
thereof
the
5
following:
6
490.1508
Deemed
withdrawal
upon
domestication
or
conversion
7
to
certain
domestic
entities.
8
A
registered
foreign
corporation
that
domesticates
to
9
a
domestic
business
corporation
or
converts
to
a
domestic
10
nonprofit
corporation
or
any
type
of
domestic
filing
entity
or
11
to
a
domestic
limited
liability
partnership
is
deemed
to
have
12
withdrawn
its
registration
on
the
effectiveness
of
such
event.
13
Sec.
195.
Section
490.1509,
Code
2020,
is
amended
by
14
striking
the
section
and
inserting
in
lieu
thereof
the
15
following:
16
490.1509
Withdrawal
upon
dissolution
or
conversion
to
certain
17
nonfiling
entities.
18
1.
A
registered
foreign
corporation
that
has
dissolved
and
19
completed
winding
up
or
has
converted
to
a
domestic
or
foreign
20
nonfiling
entity
other
than
a
limited
liability
partnership
21
shall
deliver
to
the
secretary
of
state
for
filing
a
statement
22
of
withdrawal.
The
statement
must
be
signed
by
the
dissolved
23
corporation
or
the
converted
domestic
or
foreign
nonfiling
24
entity
and
state:
25
a.
In
the
case
of
a
foreign
corporation
that
has
completed
26
winding
up
all
of
the
following:
27
(1)
Its
name
and
jurisdiction
of
formation.
28
(2)
That
the
foreign
corporation
withdraws
its
registration
29
to
do
business
in
this
state
and
revokes
the
authority
of
its
30
registered
agent
to
accept
service
on
its
behalf.
31
(3)
An
address
to
which
process
on
the
foreign
corporation
32
may
be
sent
by
the
secretary
of
state
under
section
490.504,
33
subsection
3.
34
b.
In
the
case
of
a
foreign
corporation
that
has
converted
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to
a
domestic
or
foreign
nonfiling
entity
other
than
a
limited
1
liability
partnership
all
of
the
following:
2
(1)
The
name
of
the
converting
foreign
corporation
and
its
3
jurisdiction
of
formation.
4
(2)
The
type
of
the
nonfiling
entity
to
which
it
has
5
converted
and
its
name
and
jurisdiction
of
formation.
6
(3)
That
it
withdraws
its
registration
to
do
business
in
7
this
state
and
revokes
the
authority
of
its
registered
agent
to
8
accept
service
on
its
behalf.
9
(4)
An
address
to
which
process
on
the
foreign
corporation
10
may
be
sent
by
the
secretary
of
state
under
section
490.504,
11
subsection
3.
12
2.
After
the
withdrawal
of
the
registration
of
a
foreign
13
corporation,
service
of
process
in
any
proceeding
based
on
14
a
cause
of
action
arising
during
the
time
the
entity
was
15
registered
to
do
business
in
this
state
may
be
made
as
provided
16
in
section
490.504.
17
Sec.
196.
Section
490.1510,
Code
2020,
is
amended
by
18
striking
the
section
and
inserting
in
lieu
thereof
the
19
following:
20
490.1510
Transfer
of
registration.
21
1.
If
a
registered
foreign
corporation
merges
into
a
22
nonregistered
foreign
corporation
or
converts
to
a
foreign
23
corporation
required
to
register
with
the
secretary
of
state
24
to
do
business
in
this
state,
the
foreign
corporation
shall
25
deliver
to
the
secretary
of
state
for
filing
a
transfer
26
of
registration
statement.
The
transfer
of
registration
27
statement
must
be
signed
by
the
surviving
or
converted
foreign
28
corporation
and
state
all
of
the
following:
29
a.
The
name
of
the
registered
foreign
corporation
and
its
30
jurisdiction
of
formation
before
the
merger
or
conversion.
31
b.
The
name
of
the
surviving
or
converted
foreign
32
corporation
and
its
jurisdiction
of
formation
after
the
33
merger
or
conversion
and,
if
the
name
does
not
comply
with
34
section
490.401,
an
alternate
name
adopted
pursuant
to
section
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490.1506.
1
c.
All
of
the
following
information
regarding
the
2
surviving
or
converted
foreign
corporation
after
the
merger
or
3
conversion:
4
(1)
The
street
and
mailing
addresses
of
the
principal
5
office
of
the
foreign
corporation
and,
if
the
law
of
the
6
foreign
corporation’s
jurisdiction
of
formation
requires
it
to
7
maintain
an
office
in
that
jurisdiction,
the
street
and
mailing
8
addresses
of
that
office.
9
(2)
The
street
and
mailing
addresses
of
the
foreign
10
corporation’s
registered
office
in
this
state
and
the
name
of
11
its
registered
agent
at
that
office.
12
2.
On
the
effective
date
of
a
transfer
of
registration
13
statement
as
determined
in
accordance
with
section
490.123,
14
the
registration
of
the
registered
foreign
corporation
to
do
15
business
in
this
state
is
transferred
without
interruption
to
16
the
foreign
corporation
into
which
it
has
merged
or
to
which
17
it
has
been
converted.
18
Sec.
197.
NEW
SECTION
.
490.1511
Administrative
termination
19
of
registration.
20
1.
The
secretary
of
state
may
terminate
the
registration
21
of
a
registered
foreign
corporation
in
the
manner
provided
in
22
subsections
2
and
3,
if
any
of
the
following
applies:
23
a.
The
foreign
corporation
does
not
pay
within
sixty
days
24
after
they
are
due
any
fees,
taxes,
interest,
or
penalties
25
imposed
by
this
chapter
or
other
laws
of
this
state.
26
b.
The
foreign
corporation
does
not
deliver
its
biennial
27
report
to
the
secretary
of
state
within
sixty
days
after
it
is
28
due.
29
c.
The
foreign
corporation
is
without
a
registered
agent
or
30
registered
office
in
this
state
for
sixty
days
or
more.
31
d.
The
secretary
of
state
has
not
been
notified
within
32
sixty
days
that
the
foreign
corporation’s
registered
agent
33
or
registered
office
has
been
changed,
that
its
registered
34
agent
has
resigned,
or
that
its
registered
office
has
been
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discontinued.
1
2.
The
secretary
of
state
may
terminate
the
registration
of
2
a
registered
foreign
corporation
by
doing
all
of
the
following:
3
a.
Filing
a
certificate
of
termination.
4
b.
Delivering
a
copy
of
the
certificate
of
termination
to
5
the
foreign
corporation’s
registered
agent
or,
if
the
foreign
6
corporation
does
not
have
a
registered
agent,
to
the
foreign
7
corporation’s
principal
office.
8
3.
The
certificate
of
termination
must
state
all
of
the
9
following:
10
a.
The
effective
date
of
the
termination,
which
must
be
11
not
less
than
sixty
days
after
the
secretary
of
state
delivers
12
the
copy
of
the
certificate
of
termination
as
prescribed
in
13
subsection
2,
paragraph
“b”
.
14
b.
The
grounds
for
termination
under
subsection
1.
15
4.
The
registration
of
a
registered
foreign
corporation
16
to
do
business
in
this
state
ceases
on
the
effective
date
17
of
the
termination
as
set
forth
in
the
certificate
of
18
termination,
unless
before
that
date
the
foreign
corporation
19
cures
each
ground
for
termination
stated
in
the
certificate
of
20
termination.
If
the
foreign
corporation
cures
each
ground,
the
21
secretary
of
state
shall
file
a
statement
that
the
certificate
22
of
termination
is
withdrawn.
23
5.
After
the
effective
date
of
the
termination
as
set
forth
24
in
the
certificate
of
termination,
service
of
process
in
any
25
proceeding
based
on
a
cause
of
action
arising
during
the
time
26
the
entity
was
registered
to
do
business
in
this
state
may
be
27
made
as
provided
in
section
490.504.
28
Sec.
198.
NEW
SECTION
.
490.1512
Action
by
attorney
general.
29
The
attorney
general
may
maintain
an
action
to
enjoin
a
30
foreign
corporation
from
doing
business
in
this
state
in
31
violation
of
this
chapter.
32
Sec.
199.
Section
490.1601,
Code
2020,
is
amended
by
33
striking
the
section
and
inserting
in
lieu
thereof
the
34
following:
35
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490.1601
Corporate
records.
1
1.
A
corporation
shall
maintain
all
of
the
following
2
records:
3
a.
Its
articles
of
incorporation
as
currently
in
effect.
4
b.
Any
notices
to
shareholders
referred
to
in
section
5
490.120,
subsection
11,
paragraph
“e”
,
specifying
facts
6
on
which
a
filed
document
is
dependent
if
those
facts
are
7
not
included
in
the
articles
of
incorporation
or
otherwise
8
available
as
specified
in
section
490.120,
subsection
11,
9
paragraph
“e”
.
10
c.
Its
bylaws
as
currently
in
effect.
11
d.
All
written
communications
within
the
past
three
years
to
12
shareholders
generally.
13
e.
Minutes
of
all
meetings
of,
and
records
of
all
actions
14
taken
without
a
meeting
by,
its
shareholders,
its
board
of
15
directors,
and
board
committees
established
under
section
16
490.825.
17
f.
A
list
of
the
names
and
business
addresses
of
its
current
18
directors
and
officers.
19
g.
Its
most
recent
biennial
report
delivered
to
the
20
secretary
of
state
under
section
490.1622.
21
2.
A
corporation
shall
maintain
all
annual
financial
22
statements
prepared
for
the
corporation
for
its
last
three
23
fiscal
years,
or
such
shorter
period
of
existence,
and
24
any
audit
or
other
reports
with
respect
to
such
financial
25
statements.
26
3.
A
corporation
shall
maintain
accounting
records
in
a
form
27
that
permits
preparation
of
its
financial
statements.
28
4.
A
corporation
shall
maintain
a
record
of
its
current
29
shareholders
in
alphabetical
order
by
class
or
series
of
shares
30
showing
the
address
of,
and
the
number
and
class
or
series
of
31
shares
held
by,
each
shareholder.
Nothing
contained
in
this
32
subsection
shall
require
the
corporation
to
include
in
such
33
record
the
electronic
mail
address
or
other
electronic
contact
34
information
of
a
shareholder.
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5.
A
corporation
shall
maintain
the
records
specified
in
1
this
section
in
a
manner
so
that
they
may
be
made
available
for
2
inspection
within
a
reasonable
time.
3
Sec.
200.
Section
490.1602,
Code
2020,
is
amended
by
4
striking
the
section
and
inserting
in
lieu
thereof
the
5
following:
6
490.1602
Inspection
rights
of
shareholders.
7
1.
A
shareholder
of
a
corporation
is
entitled
to
inspect
8
and
copy,
during
regular
business
hours
at
the
corporation’s
9
principal
office,
any
of
the
records
of
the
corporation
10
described
in
section
490.1601,
subsection
1,
excluding
minutes
11
of
meetings
of,
and
records
of
actions
taken
without
a
meeting
12
by,
the
corporation’s
board
of
directors
and
board
committees
13
established
under
section
490.825,
if
the
shareholder
gives
14
the
corporation
a
signed
written
notice
of
the
shareholder’s
15
demand
at
least
five
business
days
before
the
date
on
which
the
16
shareholder
wishes
to
inspect
and
copy.
17
2.
A
shareholder
of
a
corporation
is
entitled
to
inspect
and
18
copy,
during
regular
business
hours
at
a
reasonable
location
19
specified
by
the
corporation,
any
of
the
following
records
of
20
the
corporation
if
the
shareholder
meets
the
requirements
of
21
subsection
3
and
gives
the
corporation
a
signed
written
notice
22
of
the
shareholder’s
demand
at
least
five
business
days
before
23
the
date
on
which
the
shareholder
wishes
to
inspect
and
copy
24
any
of
the
following:
25
a.
The
financial
statements
of
the
corporation
maintained
in
26
accordance
with
section
490.1601,
subsection
2.
27
b.
Accounting
records
of
the
corporation.
28
c.
Excerpts
from
minutes
of
any
meeting
of,
or
records
of
29
any
actions
taken
without
a
meeting
by,
the
corporation’s
board
30
of
directors
and
board
committees
maintained
in
accordance
with
31
section
490.1601,
subsection
1.
32
d.
The
record
of
shareholders
maintained
in
accordance
with
33
section
490.1601,
subsection
4.
34
3.
A
shareholder
may
inspect
and
copy
the
records
described
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in
subsection
2
only
if
all
of
the
following
apply:
1
a.
The
shareholder’s
demand
is
made
in
good
faith
and
for
2
a
proper
purpose.
3
b.
The
shareholder’s
demand
describes
with
reasonable
4
particularity
the
shareholder’s
purpose
and
the
records
the
5
shareholder
desires
to
inspect.
6
c.
The
records
are
directly
connected
with
the
shareholder’s
7
purpose.
8
4.
The
corporation
may
impose
reasonable
restrictions
on
9
the
confidentiality,
use,
or
distribution
of
records
described
10
in
subsection
2.
11
5.
For
any
meeting
of
shareholders
for
which
the
record
date
12
for
determining
shareholders
entitled
to
vote
at
the
meeting
13
is
different
from
the
record
date
for
notice
of
the
meeting,
14
any
person
who
becomes
a
shareholder
subsequent
to
the
record
15
date
for
notice
of
the
meeting
and
is
entitled
to
vote
at
16
the
meeting
is
entitled
to
obtain
from
the
corporation
upon
17
request
the
notice
and
any
other
information
provided
by
the
18
corporation
to
shareholders
in
connection
with
the
meeting,
19
unless
the
corporation
has
made
such
information
generally
20
available
to
shareholders
by
posting
it
on
its
internet
site
or
21
by
other
generally
recognized
means.
Failure
of
a
corporation
22
to
provide
such
information
does
not
affect
the
validity
of
23
action
taken
at
the
meeting.
24
6.
The
right
of
inspection
granted
by
this
section
shall
25
not
be
abolished
or
limited
by
a
corporation’s
articles
of
26
incorporation
or
bylaws.
27
7.
This
section
does
not
affect
any
of
the
following:
28
a.
The
right
of
a
shareholder
to
inspect
records
under
29
section
490.720
or,
if
the
shareholder
is
in
litigation
with
30
the
corporation,
to
the
same
extent
as
any
other
litigant.
31
b.
The
power
of
a
court,
independently
of
this
chapter,
32
to
compel
the
production
of
corporate
records
for
examination
33
and
to
impose
reasonable
restrictions
as
provided
in
section
34
490.1604,
subsection
3,
provided
that,
in
the
case
of
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production
of
records
described
in
subsection
2,
at
the
request
1
of
a
shareholder,
the
shareholder
has
met
the
requirements
of
2
subsection
3.
3
8.
As
used
in
this
section,
“shareholder”
means
a
record
4
shareholder,
a
beneficial
shareholder,
and
an
unrestricted
5
voting
trust
beneficial
owner.
6
Sec.
201.
Section
490.1603,
Code
2020,
is
amended
by
7
striking
the
section
and
inserting
in
lieu
thereof
the
8
following:
9
490.1603
Scope
of
inspection
right.
10
1.
A
shareholder
may
appoint
an
agent
or
attorney
to
11
exercise
the
shareholder’s
inspection
and
copying
rights
under
12
section
490.1602.
13
2.
The
corporation
may,
if
reasonable,
satisfy
the
right
14
of
a
shareholder
to
copy
records
under
section
490.1602
by
15
furnishing
to
the
shareholder
copies
by
photocopy
or
other
16
means
chosen
by
the
corporation,
including
furnishing
copies
17
through
an
electronic
transmission.
18
3.
The
corporation
may
comply
at
its
expense
with
a
19
shareholder’s
demand
to
inspect
the
record
of
shareholders
20
under
section
490.1602,
subsection
2,
paragraph
“d”
,
by
21
providing
the
shareholder
with
a
list
of
shareholders
that
was
22
compiled
no
earlier
than
the
date
of
the
shareholder’s
demand.
23
4.
The
corporation
may
impose
a
reasonable
charge
to
cover
24
the
costs
of
providing
copies
of
documents
to
the
shareholder,
25
which
may
be
based
on
an
estimate
of
such
costs.
26
Sec.
202.
Section
490.1604,
Code
2020,
is
amended
by
27
striking
the
section
and
inserting
in
lieu
thereof
the
28
following:
29
490.1604
Court-ordered
inspection.
30
1.
If
a
corporation
does
not
allow
a
shareholder
who
31
complies
with
section
490.1602,
subsection
1,
to
inspect
and
32
copy
any
records
required
by
that
section
to
be
available
33
for
inspection,
the
district
court
of
the
county
where
the
34
corporation’s
principal
office
or,
if
none
in
this
state,
its
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registered
office,
is
located,
may
summarily
order
inspection
1
and
copying
of
the
records
demanded
at
the
corporation’s
2
expense
upon
application
of
the
shareholder.
3
2.
If
a
corporation
does
not
within
a
reasonable
time
allow
4
a
shareholder
who
complies
with
section
490.1602,
subsection
5
2,
to
inspect
and
copy
the
records
required
by
that
section,
6
the
shareholder
who
complies
with
section
490.1602,
subsection
7
3,
may
apply
to
the
district
court
in
the
county
where
the
8
corporation’s
principal
office
or,
if
none
in
this
state,
its
9
registered
office,
is
located
for
an
order
to
permit
inspection
10
and
copying
of
the
records
demanded.
The
court
shall
dispose
11
of
an
application
under
this
subsection
on
an
expedited
basis.
12
3.
If
the
court
orders
inspection
and
copying
of
the
13
records
demanded
under
section
490.1602,
subsection
2,
it
14
may
impose
reasonable
restrictions
on
their
confidentiality,
15
use,
or
distribution
by
the
demanding
shareholder
and
it
16
shall
also
order
the
corporation
to
pay
the
shareholder’s
17
expenses
incurred
to
obtain
the
order,
unless
the
corporation
18
establishes
that
it
refused
inspection
in
good
faith
because
19
of
any
of
the
following:
20
a.
The
corporation
had
a
reasonable
basis
for
doubt
about
21
the
right
of
the
shareholder
to
inspect
the
records
demanded.
22
b.
The
corporation
required
reasonable
restrictions
on
the
23
confidentiality,
use,
or
distribution
of
the
records
demanded
24
to
which
the
demanding
shareholder
had
been
unwilling
to
agree.
25
Sec.
203.
Section
490.1605,
Code
2020,
is
amended
by
26
striking
the
section
and
inserting
in
lieu
thereof
the
27
following:
28
490.1605
Inspection
of
records
by
directors.
29
1.
A
director
of
a
corporation
is
entitled
to
inspect
and
30
copy
the
books,
records,
and
documents
of
the
corporation
at
31
any
reasonable
time
to
the
extent
reasonably
related
to
the
32
performance
of
the
director’s
duties
as
a
director,
including
33
duties
as
a
member
of
a
board
committee,
but
not
for
any
other
34
purpose
or
in
any
manner
that
would
violate
any
duty
to
the
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corporation.
1
2.
The
district
court
of
the
county
where
the
corporation’s
2
principal
office,
or
if
none
in
this
state,
its
registered
3
office,
is
located
may
order
inspection
and
copying
of
the
4
books,
records,
and
documents
at
the
corporation’s
expense,
5
upon
application
of
a
director
who
has
been
refused
such
6
inspection
rights,
unless
the
corporation
establishes
that
the
7
director
is
not
entitled
to
such
inspection
rights.
The
court
8
shall
dispose
of
an
application
under
this
subsection
on
an
9
expedited
basis.
10
3.
If
an
order
is
issued,
the
court
may
include
provisions
11
protecting
the
corporation
from
undue
burden
or
expense,
and
12
prohibiting
the
director
from
using
information
obtained
upon
13
exercise
of
the
inspection
rights
in
a
manner
that
would
14
violate
a
duty
to
the
corporation,
and
may
also
order
the
15
corporation
to
reimburse
the
director
for
the
director’s
16
expenses
incurred
in
connection
with
the
application.
17
Sec.
204.
Section
490.1620,
Code
2020,
is
amended
by
18
striking
the
section
and
inserting
in
lieu
thereof
the
19
following:
20
490.1620
Financial
statements
for
shareholders.
21
1.
Upon
the
written
request
of
a
shareholder,
a
corporation
22
shall
deliver
or
make
available
to
such
requesting
shareholder
23
by
posting
on
its
internet
site
or
by
other
generally
24
recognized
means
annual
financial
statements
for
the
most
25
recent
fiscal
year
of
the
corporation
for
which
annual
26
financial
statements
have
been
prepared
for
the
corporation.
27
If
financial
statements
have
been
prepared
for
the
corporation
28
on
the
basis
of
generally
accepted
accounting
principles
29
for
such
specified
period,
the
corporation
shall
deliver
or
30
make
available
such
financial
statements
to
the
requesting
31
shareholder.
If
the
annual
financial
statements
to
be
32
delivered
or
made
available
to
the
requesting
shareholder
are
33
audited
or
otherwise
reported
upon
by
a
public
accountant,
34
the
report
shall
also
be
delivered
or
made
available
to
the
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requesting
shareholder.
1
2.
A
corporation
shall
deliver,
or
make
available
and
2
provide
written
notice
of
availability
of,
the
financial
3
statements
required
under
subsection
1
to
the
requesting
4
shareholder
within
five
business
days
of
delivery
of
such
5
written
request
to
the
corporation.
6
3.
A
corporation
may
fulfill
its
responsibilities
under
7
this
section
by
delivering
the
specified
financial
statements,
8
or
otherwise
making
them
available,
in
any
manner
permitted
by
9
the
applicable
rules
and
regulations
of
the
federal
securities
10
and
exchange
commission.
11
4.
Notwithstanding
the
provisions
of
subsections
1,
2,
and
12
3,
all
of
the
following
apply:
13
a.
As
a
condition
to
delivering
or
making
available
14
financial
statements
to
a
requesting
shareholder,
the
15
corporation
may
require
the
requesting
shareholder
to
agree
16
to
reasonable
restrictions
on
the
confidentiality,
use,
and
17
distribution
of
such
financial
statements.
18
b.
The
corporation
may,
if
it
reasonably
determines
that
the
19
shareholder’s
request
is
not
made
in
good
faith
or
for
a
proper
20
purpose,
decline
to
deliver
or
make
available
such
financial
21
statements
to
that
shareholder.
22
5.
If
a
corporation
does
not
respond
to
a
shareholder’s
23
request
for
annual
financial
statements
pursuant
to
this
24
section
in
accordance
with
subsection
2
within
five
business
25
days
of
delivery
of
such
request
to
the
corporation
all
of
the
26
following
shall
apply:
27
a.
The
requesting
shareholder
may
apply
to
the
district
28
court
of
the
county
where
the
corporation’s
principal
29
office,
or
if
none
in
this
state,
its
registered
office,
is
30
located
for
an
order
requiring
delivery
of
or
access
to
the
31
requested
financial
statements.
The
court
shall
dispose
of
an
32
application
under
this
subsection
on
an
expedited
basis.
33
b.
If
the
court
orders
delivery
or
access
to
the
requested
34
financial
statements,
it
may
impose
reasonable
restrictions
on
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their
confidentiality,
use,
or
distribution.
1
c.
In
such
proceeding,
if
the
corporation
has
declined
to
2
deliver
or
make
available
such
financial
statements
because
3
the
shareholder
had
been
unwilling
to
agree
to
restrictions
4
proposed
by
the
corporation
on
the
confidentiality,
use,
and
5
distribution
of
such
financial
statements,
the
corporation
6
shall
have
the
burden
of
demonstrating
that
the
restrictions
7
proposed
by
the
corporation
were
reasonable.
8
d.
In
such
proceeding,
if
the
corporation
has
declined
to
9
deliver
or
make
available
such
financial
statements
pursuant
10
to
subsection
4,
paragraph
“b”
,
the
corporation
shall
have
the
11
burden
of
demonstrating
that
it
had
reasonably
determined
that
12
the
shareholder’s
request
was
not
made
in
good
faith
or
for
a
13
proper
purpose.
14
e.
If
the
court
orders
delivery
or
access
to
the
requested
15
financial
statements
it
shall
order
the
corporation
to
pay
the
16
shareholder’s
expenses
incurred
to
obtain
such
order
unless
17
the
corporation
establishes
that
it
had
refused
delivery
or
18
access
to
the
requested
financial
statements
because
the
19
shareholder
had
refused
to
agree
to
reasonable
restrictions
20
on
the
confidentiality,
use,
or
distribution
of
the
financial
21
statements
or
that
the
corporation
had
reasonably
determined
22
that
the
shareholder’s
request
was
not
made
in
good
faith
or
23
for
a
proper
purpose.
24
Sec.
205.
Section
490.1622,
Code
2020,
is
amended
by
25
striking
the
section
and
inserting
in
lieu
thereof
the
26
following:
27
490.1622
Biennial
report
for
secretary
of
state.
28
1.
Each
domestic
corporation
shall
deliver
to
the
secretary
29
of
state
for
filing
a
biennial
report
that
sets
forth
all
of
30
the
following:
31
a.
The
name
of
the
corporation.
32
b.
The
street
and
mailing
addresses
of
its
registered
office
33
and
the
name
of
its
registered
agent
at
that
office
in
this
34
state.
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c.
The
street
and
mailing
addresses
of
its
principal
office.
1
d.
The
names
and
business
addresses
of
the
president,
2
secretary,
treasurer,
and
one
of
the
board
of
directors.
3
2.
Each
foreign
corporation
registered
to
do
business
in
4
this
state
shall
deliver
to
the
secretary
of
state
for
filing
a
5
biennial
report
that
sets
forth
all
of
the
following:
6
a.
The
name
of
the
foreign
corporation
and,
if
the
name
does
7
not
comply
with
section
490.401,
an
alternate
name
as
required
8
by
section
490.1506.
9
b.
The
foreign
corporation’s
jurisdiction
of
formation.
10
c.
The
street
and
mailing
addresses
of
the
foreign
11
corporation’s
principal
office
and,
if
the
law
of
the
foreign
12
corporation’s
jurisdiction
of
formation
requires
the
foreign
13
corporation
to
maintain
an
office
in
that
jurisdiction,
the
14
street
and
mailing
addresses
of
that
office.
15
d.
The
street
and
mailing
addresses
of
the
foreign
16
corporation’s
registered
office
in
this
state
and
the
name
of
17
its
registered
agent
at
that
office.
18
e.
The
names
and
business
addresses
of
the
president,
19
secretary,
treasurer,
and
one
of
the
board
of
directors.
20
3.
Information
in
the
biennial
report
must
be
current
as
21
of
the
date
the
biennial
report
is
signed
on
behalf
of
the
22
corporation.
The
report
shall
be
executed
on
behalf
of
the
23
corporation
and
signed
as
provided
in
section
490.120
or
by
24
any
other
person
authorized
by
the
board
of
directors
of
the
25
corporation.
26
4.
The
first
biennial
report
shall
be
delivered
to
the
27
secretary
of
state
between
January
1
and
April
1
of
the
first
28
even-numbered
year
following
the
calendar
year
in
which
a
29
domestic
corporation
was
incorporated
or
a
foreign
corporation
30
was
authorized
to
transact
business.
Subsequent
biennial
31
reports
must
be
delivered
to
the
secretary
of
state
between
32
January
1
and
April
1
of
the
following
even-numbered
calendar
33
years.
For
purposes
of
this
section,
each
biennial
report
34
shall
contain
information
related
to
the
two-year
period
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immediately
preceding
the
calendar
year
in
which
the
report
is
1
filed.
2
5.
If
a
biennial
report
does
not
contain
the
information
3
required
by
this
section,
the
secretary
of
state
shall
promptly
4
notify
the
reporting
domestic
or
foreign
corporation
in
writing
5
and
return
the
report
to
it
for
correction.
If
the
report
is
6
corrected
to
contain
the
information
required
by
this
section
7
and
delivered
to
the
secretary
of
state
within
thirty
days
8
after
the
notice
from
the
secretary
of
state
becomes
effective
9
as
determined
in
accordance
with
section
490.141,
it
is
deemed
10
to
be
timely
filed.
11
6.
The
secretary
of
state
may
provide
for
the
change
of
12
registered
office
or
registered
agent
on
the
form
prescribed
by
13
the
secretary
of
state
for
the
biennial
report,
provided
that
14
the
form
contains
the
information
required
in
section
490.502.
15
If
the
secretary
of
state
determines
that
a
biennial
report
16
does
not
contain
the
information
required
by
this
section
but
17
otherwise
meets
the
requirements
of
section
490.502
for
the
18
purpose
of
changing
the
registered
office
or
registered
agent,
19
the
secretary
of
state
shall
file
the
statement
of
change
of
20
registered
office
or
registered
agent,
effective
as
provided
in
21
section
490.123,
before
returning
the
biennial
report
to
the
22
corporation
as
provided
in
this
section.
A
statement
of
change
23
of
registered
office
or
agent
pursuant
to
this
subsection
shall
24
be
executed
by
a
person
authorized
to
execute
the
biennial
25
report.
26
Sec.
206.
Section
490.1701,
Code
2020,
is
amended
by
27
striking
the
section
and
inserting
in
lieu
thereof
the
28
following:
29
490.1701
Application
of
subchapter
——
definitions.
30
1.
If
a
corporation
elects
to
become
a
benefit
corporation
31
under
this
subchapter
in
the
manner
prescribed
in
this
32
subchapter,
it
is
subject
in
all
respects
to
the
provisions
33
of
this
chapter,
except
to
the
extent
this
subchapter
imposes
34
additional
or
different
requirements,
in
which
case
such
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requirements
apply.
The
inclusion
of
a
provision
in
this
1
subchapter
does
not
imply
that
a
contrary
or
different
rule
of
2
law
applies
to
a
corporation
that
is
not
a
benefit
corporation.
3
This
subchapter
does
not
affect
a
statute
or
rule
of
law
that
4
applies
to
a
corporation
that
is
not
a
benefit
corporation.
5
2.
As
used
in
this
subchapter:
6
a.
“Benefit
corporation”
means
a
corporation
that
includes
7
in
its
articles
of
incorporation
a
statement
that
the
8
corporation
is
subject
to
this
subchapter.
9
b.
“Public
benefit”
means
a
positive
effect,
or
reduction
of
10
negative
effects,
on
one
or
more
communities
or
categories
of
11
persons
or
entities,
other
than
shareholders
solely
in
their
12
capacity
as
shareholders,
or
on
the
environment,
including
13
effects
of
an
artistic,
charitable,
economic,
educational,
14
cultural,
literary,
medical,
religious,
social,
ecological,
or
15
scientific
nature.
16
c.
“Public
benefit
provision”
means
a
provision
in
the
17
articles
of
incorporation
which
states
that
the
corporation
18
shall
pursue
one
or
more
identified
public
benefits.
19
d.
“Responsible
and
sustainable
manner”
means
a
manner
that
20
does
all
of
the
following:
21
(1)
Pursues
through
the
business
of
the
corporation
the
22
creation
of
a
positive
effect
on
society
and
the
environment,
23
taken
as
a
whole,
that
is
material
taking
into
consideration
24
the
corporation’s
size
and
the
nature
of
its
business.
25
(2)
Considers,
in
addition
to
the
interests
of
26
shareholders,
the
interests
of
stakeholders
known
to
be
27
affected
by
the
conduct
of
the
business
of
the
corporation.
28
Sec.
207.
Section
490.1702,
Code
2020,
is
amended
by
29
striking
the
section
and
inserting
in
lieu
thereof
the
30
following:
31
490.1702
Name
——
share
certificates.
32
1.
The
name
of
a
benefit
corporation
may
contain
the
33
words
“benefit
corporation”,
the
abbreviation
“B.C.”,
or
the
34
designation
“BC”,
any
of
which
shall
be
deemed
to
satisfy
the
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requirements
of
section
490.401,
subsection
1,
paragraph
“a”
.
1
2.
Any
share
certificate
issued
by
a
benefit
corporation,
2
and
any
information
statement
delivered
by
a
benefit
3
corporation
pursuant
to
section
490.626,
subsection
2,
4
must
note
conspicuously
that
the
corporation
is
a
benefit
5
corporation
subject
to
this
subchapter.
6
Sec.
208.
Section
490.1703,
Code
2020,
is
amended
by
7
striking
the
section
and
inserting
in
lieu
thereof
the
8
following:
9
490.1703
Certain
amendments
and
transactions
——
votes
10
required.
11
1.
Unless
the
articles
of
incorporation
or
bylaws
require
12
a
greater
vote,
the
approval
of
at
least
two-thirds
of
the
13
voting
power
of
the
outstanding
shares
of
the
corporation
14
entitled
to
vote
thereon,
and,
if
any
class
or
series
of
shares
15
is
entitled
to
vote
as
a
separate
group
on
any
such
amendment
16
or
transaction,
the
approval
of
at
least
two-thirds
of
the
17
outstanding
shares
of
each
such
separate
voting
group
entitled
18
to
vote
thereon,
shall
be
required
for
a
corporation
that
is
19
not
a
benefit
corporation
to
do
any
of
the
following:
20
a.
Amend
its
articles
of
incorporation
to
include
a
21
statement
that
it
is
subject
to
this
subchapter.
22
b.
Merge
with
or
into,
or
enter
into
a
share
exchange
with,
23
another
entity,
or
effect
a
domestication
or
conversion,
if,
24
as
a
result
of
the
merger,
share
exchange,
domestication,
or
25
conversion,
the
shares
of
any
voting
group
would
become,
or
be
26
converted
into
or
exchanged
for
the
right
to
receive,
shares
27
of
a
benefit
corporation
or
shares
or
interests
in
an
entity
28
subject
to
provisions
of
organic
law
analogous
to
those
in
29
this
subchapter;
provided,
however,
that
in
the
case
of
this
30
paragraph
“b”
,
if
the
shares
of
one
or
more,
but
not
all,
31
voting
groups
are
so
affected,
then
only
the
shares
in
the
32
voting
groups
so
affected
shall
be
entitled
to
vote
under
this
33
subsection.
34
2.
Unless
the
articles
of
incorporation
or
bylaws
require
a
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greater
vote,
the
approval
of
at
least
two-thirds
of
the
voting
1
power
of
the
outstanding
shares
of
the
corporation
entitled
2
to
vote
thereon
and,
if
any
class
or
series
of
shares
is
3
entitled
to
vote
as
a
separate
group
on
any
such
amendment
or
4
transaction,
the
approval
of
at
least
two-thirds
of
the
voting
5
power
of
the
outstanding
shares
of
each
such
separate
voting
6
group,
shall
be
required
for
a
benefit
corporation
to
do
any
7
of
the
following:
8
a.
Amend
its
articles
of
incorporation
to
eliminate
a
9
statement
that
the
corporation
is
subject
to
this
subchapter.
10
b.
Merge
with
or
into,
or
enter
into
a
share
exchange
with,
11
another
entity,
or
effect
a
domestication
or
conversion
if,
12
as
a
result
of
the
merger,
share
exchange,
domestication,
or
13
conversion,
the
shares
of
any
voting
group
would
become,
or
be
14
converted
into
or
exchanged
for
the
right
to
receive,
shares
or
15
interests
in
an
entity
that
is
neither
a
benefit
corporation
16
nor
an
entity
subject
to
provisions
of
organic
law
analogous
to
17
those
in
this
subchapter;
provided,
however,
that
in
the
case
18
of
this
paragraph
“b”
,
if
the
shares
of
one
or
more,
but
not
19
all,
voting
groups
are
so
affected,
then
only
the
shares
in
the
20
voting
groups
so
affected
shall
be
entitled
to
vote
under
this
21
subsection.
22
3.
The
vote
required
under
subsections
1
and
2
is
in
23
addition
to
any
vote
otherwise
required
under
this
chapter.
24
Sec.
209.
NEW
SECTION
.
490.1704
Duties
of
directors.
25
1.
Each
member
of
the
board
of
directors
of
a
benefit
26
corporation,
when
discharging
the
duties
of
a
director,
shall
27
act
according
to
all
of
the
following:
28
a.
In
a
responsible
and
sustainable
manner.
29
b.
In
a
manner
that
pursues
the
public
benefit
or
benefits
30
identified
in
any
public
benefit
provision.
31
2.
In
fulfilling
the
duties
under
subsection
1,
a
director
32
shall
consider,
to
the
extent
affected,
in
addition
to
the
33
interests
of
shareholders
generally,
the
separate
interests
34
of
stakeholders
known
to
be
affected
by
the
business
of
the
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corporation
including
all
of
the
following:
1
a.
The
employees
and
workforces
of
the
corporation,
its
2
subsidiaries,
and
its
suppliers.
3
b.
Customers.
4
c.
Communities
or
society,
including
those
of
each
community
5
in
which
offices
or
facilities
of
the
corporation,
its
6
subsidiaries,
or
its
suppliers
are
located.
7
d.
The
local
and
global
environment.
8
3.
A
director
of
a
benefit
corporation
shall
not,
by
virtue
9
of
the
duties
imposed
by
subsections
1
and
2,
owe
any
duty
to
a
10
person
other
than
the
benefit
corporation
due
to
any
interest
11
of
the
person
in
the
status
of
the
corporation
as
a
benefit
12
corporation
or
in
any
public
benefit
provision.
13
4.
Unless
otherwise
provided
in
the
articles
of
14
incorporation,
the
violation
by
a
director
of
the
duties
15
imposed
by
subsections
1
and
2
shall
not
constitute
an
16
intentional
infliction
of
harm
on
the
corporation
or
the
17
shareholders
for
the
purposes
of
sections
490.202,
subsection
18
2,
paragraphs
“d”
and
“e”
.
19
Sec.
210.
NEW
SECTION
.
490.1705
Annual
benefit
report.
20
1.
No
less
than
annually,
a
benefit
corporation
shall
21
prepare
a
benefit
report
addressing
the
efforts
of
the
22
corporation
during
the
preceding
year
to
operate
in
a
23
responsible
and
sustainable
manner,
to
pursue
any
public
24
benefit
or
benefits
identified
in
any
public
benefit
provision,
25
and
to
consider
the
interests
described
in
section
490.1704,
26
subsection
2.
The
annual
benefit
report
must
include
all
of
27
the
following:
28
a.
The
objectives
that
the
board
of
directors
has
29
established
for
the
corporation
to
operate
in
a
responsible
and
30
sustainable
manner,
to
pursue
any
public
benefit
or
benefits
31
identified
in
any
public
benefit
provision,
and
to
consider
the
32
interests
described
in
section
490.1704,
subsection
2.
33
b.
The
standards
the
board
of
directors
has
adopted
34
to
measure
the
corporation’s
progress
in
operating
in
a
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responsible
and
sustainable
manner,
in
pursuing
the
public
1
benefit
or
benefits
identified
in
any
public
benefit
provision,
2
and
in
considering
the
interests
described
in
section
490.1704,
3
subsection
2.
4
c.
If
the
articles
of
incorporation
or
bylaws
require
5
that
the
corporation
use
an
independent
third-party
standard
6
in
reporting
on
the
corporation’s
progress
in
operating
in
a
7
responsible
and
sustainable
manner,
in
pursuing
any
public
8
benefit
or
benefits
identified
in
any
public
benefit
provision,
9
or
in
considering
the
interests
described
in
section
490.1704,
10
subsection
2,
or
if
the
board
of
directors
has
chosen
to
use
11
such
a
standard,
the
applicable
standard
so
required
or
chosen.
12
d.
An
assessment
of
the
corporation’s
success
in
meeting
13
the
objectives
and
standards
identified
in
paragraphs
“a”
and
14
“b”
,
and,
if
applicable,
paragraph
“c”
,
and
the
basis
for
that
15
assessment.
16
2.
The
benefit
corporation
shall
deliver
to
each
17
shareholder,
or
make
available
and
provide
written
notice
to
18
each
shareholder
of
the
availability
of,
the
annual
benefit
19
report
required
by
subsection
1
on
or
before
the
earlier
of
the
20
following:
21
a.
One
hundred
twenty
days
following
the
end
of
the
fiscal
22
year
of
the
benefit
corporation.
23
b.
The
time
that
the
benefit
corporation
delivers
any
24
other
annual
reports
or
annual
financial
statements
to
its
25
shareholders.
26
3.
Any
shareholder
that
has
not
received
or
been
given
27
access
to
an
annual
benefit
report
within
the
time
required
by
28
subsection
2
may
make
a
written
request
that
the
corporation
29
deliver
or
make
available
the
annual
benefit
report
to
the
30
shareholder.
If
a
benefit
corporation
does
not
deliver
or
make
31
available
an
annual
benefit
report
to
the
shareholder
within
32
five
business
days
of
receiving
such
request,
the
requesting
33
shareholder
may
apply
to
the
district
court
of
the
county
34
where
the
corporation’s
principal
office
or,
if
none
in
this
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state,
its
registered
office,
is
located
for
an
order
requiring
1
delivery
of
or
access
to
the
annual
benefit
report.
The
court
2
shall
dispose
of
an
action
under
this
subsection
3
on
an
3
expedited
basis.
4
4.
A
benefit
corporation
shall
post
all
of
its
annual
5
benefit
reports
on
the
public
portion
of
its
internet
site,
6
if
any.
If
a
benefit
corporation
does
not
have
an
internet
7
site,
the
benefit
corporation
shall
provide
a
copy
of
its
most
8
recent
annual
benefit
report,
without
charge,
to
any
person
9
that
requests
a
copy
in
writing.
10
Sec.
211.
NEW
SECTION
.
490.1706
Rights
of
action.
11
1.
Except
in
a
proceeding
authorized
under
section
12
490.1705,
subsection
3,
or
this
section,
no
person
other
13
than
the
corporation,
or
a
shareholder
in
the
right
of
the
14
corporation
pursuant
to
subsection
2,
may
bring
an
action
15
or
assert
a
claim
with
respect
to
the
violation
of
any
duty
16
applicable
to
a
benefit
corporation
or
any
of
its
directors
17
under
this
subchapter.
18
2.
Except
for
a
proceeding
brought
under
section
490.1705,
19
subsection
3,
a
proceeding
by
a
shareholder
of
a
benefit
20
corporation
claiming
violation
of
any
duty
applicable
to
21
a
benefit
corporation
or
any
of
its
directors
under
this
22
subchapter
is
subject
to
all
of
the
following:
23
a.
The
proceeding
must
be
brought
in
a
derivative
proceeding
24
pursuant
to
subchapter
VII,
part
4.
25
b.
The
proceeding
may
be
brought
only
by
a
shareholder
26
of
the
benefit
corporation
that
at
the
time
of
the
act
or
27
omission
complained
of
either
individually,
or
together
with
28
other
shareholders
bringing
such
action
collectively,
owned
29
directly
or
indirectly
at
least
five
percent
of
a
class
of
30
the
corporation’s
outstanding
shares
or,
in
the
case
of
a
31
corporation
with
shares
traded
on
an
organized
market
as
32
described
in
section
490.1302,
subsection
2,
paragraph
“a”
,
33
subparagraph
(2),
either
that
percentage
of
shares
or
shares
34
with
a
market
value
of
at
least
five
million
dollars
at
the
35
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time
the
proceeding
is
commenced.
1
3.
A
suit
under
subsection
2
shall
not
be
maintained
if,
2
during
the
pendency
of
the
suit,
the
shareholder
individually
3
fails,
or
the
shareholders
collectively
fail,
to
continue
to
4
own
directly
or
indirectly
the
lesser
of
the
number
of
shares
5
owned
at
the
time
the
proceeding
is
commenced
or
five
percent
6
of
a
class
of
the
corporation’s
shares.
7
Sec.
212.
NEW
SECTION
.
490.1801
Application
to
existing
8
domestic
corporations.
9
1.
This
chapter
applies
to
all
domestic
corporations
in
10
existence
on
July
1,
2021,
that
were
incorporated
under
any
11
general
statute
of
this
state
providing
for
incorporation
of
12
corporations
for
profit
if
power
to
amend
or
repeal
the
statute
13
under
which
the
corporation
was
incorporated
was
reserved.
14
2.
a.
Unless
otherwise
provided,
this
chapter
does
not
15
apply
to
an
entity
subject
to
chapter
174,
497,
498,
499,
499A,
16
501,
501A,
524,
or
533,
or
a
corporation
organized
on
the
17
mutual
plan
under
chapter
491,
or
a
telephone
company
organized
18
as
a
corporation
under
chapter
491
qualifying
pursuant
to
19
an
internal
revenue
service
letter
ruling
under
Internal
20
Revenue
Code
§501(c)(12)
as
a
nonprofit
corporation
entitled
21
to
distribute
profits
in
a
manner
similar
to
a
chapter
499
22
corporation,
unless
such
entity
voluntarily
elects
to
adopt
23
the
provisions
of
this
chapter
and
complies
with
the
procedure
24
prescribed
by
subsection
3.
25
b.
A
corporation
organized
under
chapter
496C
may
26
voluntarily
elect
to
adopt
the
provisions
of
this
chapter
by
27
complying
with
the
provisions
prescribed
by
subsection
3.
28
3.
The
procedure
for
the
voluntary
election
referred
to
in
29
subsection
2
is
as
follows:
30
a.
The
corporation
shall
amend
or
restate
its
articles
of
31
incorporation
to
indicate
that
the
corporation
adopts
this
32
chapter
and
to
designate
the
address
of
its
initial
registered
33
office
and
the
name
of
its
registered
agent
at
that
office
34
and,
if
the
name
of
the
corporation
is
not
in
compliance
with
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the
requirements
of
this
chapter,
to
change
the
name
of
the
1
corporation
to
one
complying
with
the
requirements
of
this
2
chapter.
3
b.
(1)
The
instrument
shall
be
delivered
to
the
secretary
4
of
state
for
filing
and
recording
in
the
secretary
of
state’s
5
office.
If
the
corporation
was
organized
under
chapter
524
6
or
533,
the
instrument
shall
also
be
filed
and
recorded
in
7
the
office
of
the
county
recorder.
The
corporation
shall
at
8
the
time
it
files
the
instrument
with
the
secretary
of
state
9
deliver
also
to
the
secretary
of
state
for
filing
in
the
10
secretary
of
state’s
office
any
biennial
report
required
by
11
section
490.1622
which
is
then
due.
12
(2)
If
the
county
of
the
initial
registered
office
as
stated
13
in
the
instrument
for
a
corporation
organized
under
chapter
14
524
or
533
is
one
which
is
other
than
the
county
where
the
15
principal
place
of
business
of
the
corporation,
as
designated
16
in
its
articles
of
incorporation,
was
located,
the
corporation
17
shall
forward
to
the
county
recorder
of
the
county
in
which
the
18
principal
place
of
business
of
the
corporation
was
located
a
19
copy
of
the
instrument
and
the
corporation
shall
forward
to
the
20
recorder
of
the
county
in
which
the
initial
registered
office
21
of
the
corporation
is
located,
in
addition
to
a
copy
of
the
22
original
instrument,
a
copy
of
the
articles
of
incorporation
of
23
the
corporation
together
with
all
amendments
to
them
as
then
24
on
file
in
the
secretary
of
state’s
office.
The
corporation
25
shall,
through
an
officer
or
director,
certify
to
the
secretary
26
of
state
that
a
copy
has
been
sent
to
each
applicable
county
27
recorder,
including
the
date
each
copy
was
sent.
28
c.
Upon
the
filing
of
the
instrument
by
a
corporation
all
29
of
the
following
apply:
30
(1)
All
of
the
provisions
of
this
chapter
apply
to
the
31
corporation.
32
(2)
The
secretary
of
state
shall
issue
a
certificate
as
to
33
the
filing
of
the
instrument
and
deliver
the
certificate
to
the
34
corporation
or
its
representative.
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(3)
The
secretary
of
state
shall
not
file
the
instrument
1
with
respect
to
a
corporation
unless
at
the
time
of
filing
2
the
corporation
is
validly
existing
and
in
good
standing
in
3
that
office
under
the
chapter
under
which
it
is
incorporated.
4
The
corporation
shall
be
considered
validly
existing
and
in
5
good
standing
for
the
purpose
of
this
chapter
for
a
period
of
6
three
months
following
the
expiration
date
of
the
corporation,
7
provided
all
biennial
reports
due
have
been
filed
and
all
fees
8
due
in
connection
with
the
biennial
reports
have
been
paid.
9
d.
The
provisions
of
this
chapter
becoming
applicable
to
10
a
corporation
voluntarily
electing
to
be
governed
by
this
11
chapter
do
not
affect
any
right
accrued
or
established,
or
any
12
liability
or
penalty
incurred,
under
the
chapter
under
which
13
it
is
incorporated
prior
to
the
filing
by
the
secretary
of
14
state
in
the
secretary
of
state’s
office
of
the
instrument
15
manifesting
the
election
by
the
corporation
to
adopt
the
16
provisions
of
this
chapter
as
provided
in
this
subsection.
17
4.
A
corporation
subject
to
this
chapter
is
not
subject
to
18
chapter
491,
492,
493,
or
495.
19
Sec.
213.
NEW
SECTION
.
490.1802
Application
to
existing
20
foreign
corporation.
21
A
foreign
corporation
registered
or
authorized
to
do
22
business
in
this
state
on
the
effective
date
of
this
division
23
of
this
Act
is
subject
to
this
chapter,
is
deemed
to
be
24
registered
to
do
business
in
this
state,
and
is
not
required
to
25
file
a
foreign
registration
statement
under
this
chapter.
26
Sec.
214.
NEW
SECTION
.
490.1803
Savings
provisions.
27
1.
Except
as
to
procedural
provisions,
this
division
of
this
28
Act
does
not
affect
a
pending
action
or
proceeding
or
a
right
29
accrued
before
the
effective
date
of
this
division
of
this
Act,
30
and
a
pending
civil
action
or
proceeding
may
be
completed,
and
31
a
right
accrued
may
be
enforced,
as
if
this
division
of
this
32
Act
had
not
become
effective.
33
2.
If
a
penalty
or
punishment
for
violation
of
a
statute
or
34
rule
is
reduced
by
this
division
of
this
Act,
the
penalty,
if
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not
already
imposed,
shall
be
imposed
in
accordance
with
this
1
division
of
this
Act.
2
3.
In
the
event
that
any
provision
of
this
chapter
is
3
deemed
to
modify,
limit,
or
supersede
the
federal
Electronic
4
Signatures
in
Global
and
National
Commerce
Act,
15
U.S.C.
§7001
5
et
seq.,
the
provisions
of
this
chapter
shall
control
to
the
6
maximum
extent
permitted
by
section
102(a)(2)
of
that
federal
7
Act.
8
Sec.
215.
NEW
SECTION
.
490.1804
Severability.
9
If
any
provision
of
this
chapter
or
its
application
to
any
10
person
or
circumstance
is
held
invalid
by
a
court
of
competent
11
jurisdiction,
the
invalidity
does
not
affect
other
provisions
12
or
applications
of
this
chapter
that
can
be
given
effect
13
without
the
invalid
provision
or
application.
14
Sec.
216.
REPEAL.
2018
Iowa
Acts,
chapter
1015,
section
8,
15
is
repealed.
16
Sec.
217.
CONTINUATION
OF
THE
ARTICLES
OF
17
INCORPORATION.
Notwithstanding
the
amendments
to
sections
18
490.803,
490.805,
490.806,
and
490.810,
as
provided
in
this
19
division
of
this
Act,
and
the
repeal
of
sections
490.806A,
20
490.806B,
and
490.1005A,
as
provided
by
those
sections,
21
any
amendment
to
the
articles
of
incorporation
of
a
public
22
corporation
adopted
in
compliance
with
sections
490.806A,
23
490.806B,
and
490.1005A
as
those
sections
existed
immediately
24
prior
to
the
effective
date
of
this
division
of
this
Act
shall
25
remain
in
effect
until
amended
or
repealed
as
provided
in
the
26
relevant
sections
of
chapter
490
as
those
sections
exist
on
or
27
after
the
effective
date
of
this
division
of
this
Act.
28
Sec.
218.
CODE
EDITOR
DIRECTIVE.
29
1.
The
Code
editor
is
directed
to
make
the
following
30
transfers:
31
a.
Section
490.135,
as
amended
by
this
division
of
this
Act,
32
to
section
490.130.
33
b.
Section
490.833,
as
amended
by
this
division
of
this
Act,
34
to
section
490.832.
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c.
Section
490.629
to
section
490.628.
1
d.
Section
490.1622,
as
amended
by
this
division
of
this
2
Act,
to
section
490.1621.
3
2.
The
Code
editor
shall
correct
internal
references
in
the
4
Code
and
in
any
enacted
legislation
as
necessary
due
to
the
5
enactment
of
this
section.
6
Sec.
219.
REPEAL.
Sections
490.624A,
490.628,
490.1111,
7
490.1112,
490.1113,
490.1114,
490.1520,
490.1523,
490.1530,
8
490.1531,
490.1532,
and
490.1606,
Code
2020,
are
repealed.
9
Sec.
220.
DIRECTIONS
TO
THE
CODE
EDITOR.
The
Code
editor
10
is
directed
to
divide
Code
chapter
490
into
subchapters
and
11
subdivide
certain
subchapters
into
parts,
including
sections
in
12
that
chapter
not
amended
in
this
division
of
this
Act,
sections
13
amended
or
enacted
in
this
division
of
this
Act,
and
sections
14
transferred
in
this
division
of
this
Act
as
follows:
15
1.
Subchapter
I,
subdivided
into
part
A,
including
sections
16
490.101
and
490.102;
part
B,
including
sections
490.120
through
17
490.129;
part
C,
including
section
490.130;
part
D,
including
18
sections
490.140
through
490.144;
and
part
E,
including
19
sections
490.145
through
490.152.
20
2.
Subchapter
II,
including
sections
490.201
through
21
490.209.
22
3.
Subchapter
III,
including
sections
490.301
through
23
490.304.
24
4.
Subchapter
IV,
including
sections
490.401
through
25
490.403.
26
5.
Subchapter
V,
including
sections
490.501
through
27
490.504.
28
6.
Subchapter
VI,
subdivided
into
part
A,
including
29
sections
490.601
through
490.604;
part
B,
including
sections
30
490.620
through
490.628;
part
C,
including
sections
490.630
and
31
490.631;
and
part
D,
including
section
490.640.
32
7.
Subchapter
VII,
subdivided
into
part
A,
including
33
sections
490.701
through
490.709;
part
B,
including
sections
34
490.720
through
490.729;
part
C,
including
sections
490.730
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through
490.732;
part
D,
including
sections
490.740
through
1
490.747;
and
part
E,
including
sections
490.748
and
490.749.
2
8.
Subchapter
VIII,
subdivided
into
part
A,
including
3
sections
490.800
through
490.811;
part
B,
including
sections
4
490.820
through
490.826;
part
C,
including
sections
490.830
5
through
490.832;
part
D,
including
sections
490.840
through
6
490.844;
part
E,
including
sections
490.850
through
490.859;
7
part
F,
including
sections
490.860
through
490.863;
and
part
8
G,
including
section
490.870.
9
9.
Subchapter
IX,
subdivided
into
part
A,
including
10
sections
490.901
through
490.905;
part
B,
including
sections
11
490.920
through
490.924;
and
part
C,
including
sections
490.930
12
through
490.935.
13
10.
Subchapter
X,
subdivided
into
part
A,
including
14
sections
490.1001
through
490.1009;
and
part
B,
including
15
sections
490.1020
through
490.1022.
16
11.
Subchapter
XI,
including
sections
490.1101
through
17
490.1110.
18
12.
Subchapter
XII,
including
sections
490.1201
and
19
490.1202.
20
13.
Subchapter
XIII,
subdivided
into
part
A,
including
21
sections
490.1301
through
490.1303;
part
B,
including
sections
22
490.1320
through
490.1326;
subchapter
C,
including
sections
23
490.1330
and
490.1331;
and
part
D,
including
section
490.1340.
24
14.
Subchapter
XIV,
subdivided
into
part
A,
including
25
sections
490.1401
through
490.1409;
part
B,
including
sections
26
490.1420
through
490.1423;
part
C,
including
sections
490.1430
27
through
490.1434;
and
part
D,
including
section
490.1440.
28
15.
Subchapter
XV,
including
sections
490.1501
through
29
490.1512.
30
16.
Subchapter
XVI,
subdivided
into
part
A,
including
31
sections
490.1601
through
490.1605;
and
part
B,
including
32
sections
490.1620
and
490.1621.
33
17.
Subchapter
XVII,
including
sections
490.1701
through
34
490.1706.
35
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2339
18.
Subchapter
XVIII,
including
sections
490.1801
through
1
490.1804.
2
Sec.
221.
EFFECTIVE
DATE.
This
division
of
this
Act
takes
3
effect
July
1,
2021.
4
DIVISION
II
5
CORRESPONDING
AMENDMENTS
6
Sec.
222.
Section
249A.40,
Code
2020,
is
amended
to
read
as
7
follows:
8
249A.40
Involuntarily
dissolved
providers
——
overpayments
or
9
incorrect
payments.
10
Medical
assistance
paid
to
a
provider
following
involuntary
11
administrative
dissolution
of
the
provider
pursuant
to
chapter
12
490,
subchapter
XIV,
part
B
,
shall
be
considered
incorrectly
13
paid
for
the
purposes
of
section
249A.53
and
the
provider
14
shall
be
considered
to
have
received
an
overpayment
for
the
15
purposes
of
this
subchapter
.
For
the
purposes
of
this
section
,
16
the
overpayment
shall
not
accrue
until
after
a
grace
period
17
of
ninety
days
following
receipt
of
notice
by
the
provider
18
of
the
dissolution
from
the
department.
Notwithstanding
19
section
490.1422
,
or
any
other
similar
retroactive
provision
20
for
reinstatement,
the
director
shall
recoup
any
medical
21
assistance
paid
to
a
provider
while
the
provider
was
dissolved
22
if
the
provider
is
not
retroactively
reinstated
within
the
23
ninety-day
grace
period.
The
principals
of
the
provider
shall
24
be
personally
liable
for
the
incorrect
payment
or
overpayment.
25
Sec.
223.
Section
455B.397,
Code
2020,
is
amended
to
read
26
as
follows:
27
455B.397
Financial
disclosure.
28
Immediately
upon
the
incurrence
of
any
liability
to
29
the
state
under
this
part,
the
debtor
shall
submit
to
the
30
director
a
report
consisting
of
documentation
of
the
debtor’s
31
liabilities
and
assets,
including
if
filed,
a
copy
of
the
32
annual
biennial
report
submitted
to
the
secretary
of
state
33
pursuant
to
chapter
490
section
490.1622
.
A
subsequent
report
34
pursuant
to
this
section
shall
be
submitted
annually
on
April
35
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15
for
the
life
of
the
debt.
These
reports
shall
be
kept
1
confidential
and
shall
not
be
available
to
the
public.
2
Sec.
224.
Section
455B.430,
subsection
5,
Code
2020,
is
3
amended
to
read
as
follows:
4
5.
Immediately
upon
the
listing
of
real
property
in
the
5
registry
of
hazardous
waste
or
hazardous
substance
disposal
6
sites,
a
person
liable
for
cleanup
costs
shall
submit
to
7
the
director
a
report
consisting
of
documentation
of
the
8
responsible
person’s
liabilities
and
assets,
including
if
9
filed,
a
copy
of
the
annual
biennial
report
submitted
to
the
10
secretary
of
state
pursuant
to
chapter
490
section
490.1622
.
A
11
subsequent
report
pursuant
to
this
section
shall
be
submitted
12
annually
on
April
15
for
the
period
the
site
remains
on
the
13
registry.
14
Sec.
225.
Section
496C.14,
subsection
5,
Code
2020,
is
15
amended
to
read
as
follows:
16
5.
Notwithstanding
subsections
1
through
4
,
purchase
by
17
the
corporation
is
not
required
upon
the
occurrence
of
any
18
event
other
than
death
of
a
shareholder
if
the
corporation
19
is
dissolved
or
voluntarily
elects
to
adopt
the
provisions
20
of
the
Iowa
business
corporation
Act,
as
provided
in
section
21
490.1701
490.1801
,
subsection
2,
within
sixty
days
after
the
22
occurrence
of
the
event.
The
articles
of
incorporation
or
23
bylaws
may
provide
that
purchase
is
not
required
upon
the
death
24
of
a
shareholder
if
the
corporation
is
dissolved
within
sixty
25
days
after
the
death.
Notwithstanding
subsections
1
through
4
,
26
purchase
by
the
corporation
is
not
required
upon
the
death
of
a
27
shareholder
if
the
corporation
voluntarily
elects
to
adopt
the
28
provisions
of
the
Iowa
business
corporation
Act,
as
provided
29
in
section
490.1701
490.1801
,
subsection
2
,
within
sixty
days
30
after
death.
31
Sec.
226.
Section
496C.19,
Code
2020,
is
amended
to
read
as
32
follows:
33
496C.19
Dissolution
or
liquidation.
34
Violation
of
any
provision
of
this
chapter
by
a
professional
35
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corporation
or
any
of
its
shareholders,
directors,
or
officers
1
shall
be
cause
for
its
involuntary
dissolution,
or
liquidation
2
of
its
assets
and
business
by
the
district
court,
as
provided
3
in
the
Iowa
business
corporation
Act,
chapter
490
.
Upon
the
4
death
of
the
last
remaining
shareholder
of
a
professional
5
corporation,
or
whenever
the
last
remaining
shareholder
is
not
6
licensed
or
ceases
to
be
licensed
to
practice
in
this
state
a
7
profession
which
the
corporation
is
authorized
to
practice,
8
or
whenever
any
person
other
than
the
shareholder
of
record
9
becomes
entitled
to
have
all
shares
of
the
last
remaining
10
shareholder
of
the
corporation
transferred
into
that
person’s
11
name
or
to
exercise
voting
rights,
except
as
a
proxy,
with
12
respect
to
such
shares,
the
corporation
shall
not
practice
13
any
profession
and
it
shall
either
be
promptly
dissolved
or
14
shall
promptly
elect
to
adopt
the
provisions
of
the
Iowa
15
business
corporation
Act,
as
provided
in
section
490.1701
16
490.1801
,
subsection
2.
However,
if
prior
to
such
dissolution
17
all
outstanding
shares
of
the
corporation
are
acquired
by
18
one
or
more
persons
licensed
to
practice
in
this
state
a
19
profession
which
the
corporation
is
authorized
to
practice,
20
the
corporation
need
not
be
dissolved
and
may
practice
the
21
profession
as
provided
in
this
chapter
.
22
Sec.
227.
Section
499.69A,
subsection
2,
paragraph
b,
23
subparagraph
(2),
Code
2020,
is
amended
to
read
as
follows:
24
(2)
For
a
qualified
corporation
which
is
a
party
to
the
25
proposed
qualified
merger,
the
qualified
corporation
shall
26
approve
the
plan
as
provided
in
chapter
490
,
subchapter
XI
.
27
Sec.
228.
Section
499.69A,
subsections
5
and
6,
Code
2020,
28
are
amended
to
read
as
follows:
29
5.
The
effect
of
a
qualified
merger
for
a
qualified
survivor
30
which
is
a
cooperative
association
shall
be
as
provided
for
in
31
this
chapter
.
The
effect
of
a
qualified
merger
for
a
qualified
32
survivor
which
is
a
qualified
corporation
shall
be
as
provided
33
for
corporations
under
chapter
490
,
subchapter
XI
.
34
6.
The
provisions
governing
the
right
of
a
shareholder
or
35
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member
of
a
cooperative
association
to
object
to
a
merger
or
1
the
right
of
a
member
to
dissent
and
obtain
payment
of
the
2
fair
value
of
an
interest
in
the
cooperative
association
in
3
the
case
of
a
merger
as
provided
in
this
chapter
shall
apply
4
to
a
qualified
merger.
The
provisions
governing
the
right
5
of
a
shareholder
of
a
corporation
to
dissent
from
exercise
6
appraisal
rights
and
obtain
payment
of
the
fair
value
of
the
7
shareholder’s
shares
in
the
case
of
a
merger
as
provided
in
8
subchapter
XIII
of
chapter
490
,
subchapter
XIII,
shall
apply
9
to
a
qualified
merger.
10
Sec.
229.
Section
508.12,
subsection
1,
Code
2020,
is
11
amended
to
read
as
follows:
12
1.
An
insurer
which
is
organized
under
the
laws
of
any
13
state
and
has
created
or
will
create
jobs
in
this
state
or
14
which
is
an
affiliate
or
subsidiary
of
a
domestic
insurer,
15
and
is
admitted
to
do
business
in
this
state
for
the
purpose
16
of
writing
insurance
authorized
by
this
chapter
may
become
a
17
domestic
insurer
by
complying
with
section
490.902
490.905
or
18
491.33
and
with
all
of
the
requirements
of
law
relative
to
the
19
organization
and
licensing
of
a
domestic
insurer
of
the
same
20
type
and
by
designating
its
principal
place
of
business
in
this
21
state
may
become
a
domestic
corporation
and
be
entitled
to
like
22
certificates
of
its
corporate
existence
and
license
to
transact
23
business
in
this
state,
and
be
subject
in
all
respects
to
the
24
authority
and
jurisdiction
thereof.
25
Sec.
230.
Section
515.78,
subsection
1,
Code
2020,
is
26
amended
to
read
as
follows:
27
1.
An
insurer
which
is
organized
under
the
laws
of
any
28
state
and
has
created
or
will
create
jobs
in
this
state
or
29
which
is
an
affiliate
or
subsidiary
of
a
domestic
insurer,
30
and
is
admitted
to
do
business
in
this
state
for
the
purpose
31
of
writing
insurance
authorized
by
this
chapter
may
become
a
32
domestic
insurer
by
complying
with
section
490.902
490.905
or
33
491.33
and
with
all
of
the
requirements
of
law
relative
to
the
34
organization
and
licensing
of
a
domestic
insurer
of
the
same
35
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type
and
by
designating
its
principal
place
of
business
in
this
1
state
may
become
a
domestic
corporation
and
be
entitled
to
like
2
certificates
of
its
corporate
existence
and
license
to
transact
3
business
in
this
state,
and
be
subject
in
all
respects
to
the
4
authority
and
jurisdiction
thereof.
5
Sec.
231.
Section
515E.3A,
subsection
1,
paragraph
a,
Code
6
2020,
is
amended
to
read
as
follows:
7
a.
Complying
with
section
490.902
section
490.905
.
8
Sec.
232.
Section
515G.3,
subsection
2,
Code
2020,
is
9
amended
to
read
as
follows:
10
2.
A
plan
of
conversion
for
an
insurer
organized
on
11
the
mutual
plan
under
chapter
491
,
shall
also
provide
for
12
conversion
to
a
stock
company
as
follows:
the
insurer
13
organized
on
the
mutual
plan
under
chapter
491
shall
amend
14
its
articles
pursuant
to
chapter
491
as
necessary
to
become
15
a
stock
company,
and
shall
immediately
convert
to
a
chapter
16
490
corporation
as
provided
in
section
490.1701
490.1801
upon
17
becoming
a
stock
company.
18
Sec.
233.
EFFECTIVE
DATE.
This
division
of
this
Act
takes
19
effect
July
1,
2021.
20
DIVISION
III
21
NONPROFIT
CORPORATIONS
22
Sec.
234.
Section
504.205,
Code
2020,
is
amended
by
adding
23
the
following
new
subsection:
24
NEW
SUBSECTION
.
4.
A
state
agency
or
state
official
shall
25
not
impose
any
requirement
on
a
corporation
that
is
more
26
stringent,
restrictive,
or
expansive
than
a
requirement
imposed
27
by
state
or
federal
law.
28
Sec.
235.
EFFECTIVE
DATE.
This
division
of
this
Act,
being
29
deemed
of
immediate
importance,
takes
effect
upon
enactment.
30
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