The Revised Iowa Nonprofit Corporation Act codified under title XII, Chapter 201 of the Iowa Code is broken down into the following subchapters:

Subchapter I - General Provisions

Section Name Section Number
Short title. §504.101
Reservation of power to amend or repeal. §504.102
Reserved. §§504.103 through 504.110
Filing requirements. §504.111
Forms. §504.112
Filing, service, and copying fees. §504.113
Effective date of document. §504.114
Correcting filed document. §504.115
Filing duty of secretary of state. §504.116
Appeal from secretary of state’s refusal to file document. §504.117
Evidentiary effect of copy of filed document. §504.118
Certificate of existence. §504.119
Penalty for signing false document. §504.120
Reserved. §§504.121 through 504.130
Powers. §504.131
Secretary of state — internet site. §504.132
Reserved. §§504.133 through 504.140
Chapter definitions. §504.141
Notice. §504.142
Reserved. §§504.143 through 504.150
Judicial relief. §504.151
504.152 through 504.200 Reserved. §504.152
 

Subchapter II - Organization

Section Name Section Number
Incorporators. §504.201
Articles of incorporation. §504.202
Incorporation. §504.203
Liability for preincorporation transactions. §504.204
Organization of corporation. §504.205
Bylaws. §504.206
Emergency bylaws and powers. §504.207
Reserved. §§504.208 through 504.300
 

Subchapter III - Purposes And Powers

Section Name Section Number
Purposes. §504.301
General powers. §504.302
Emergency powers. §504.303
Ultra vires. §504.304
Reserved. §§504.305 through 504.400
 

Subchapter IV - Names

Section Name Section Number
Corporate name. §504.401
Reserved name. §504.402
Registered name. §504.403
Reserved. §§504.404 through 504.500
 

Subchapter V - Office And Agent

Section Name Section Number
Registered office and registered agent. §504.501
Change of registered office or registered agent. §504.502
Resignation of registered agent. §504.503
Service on corporation. §504.504
Reserved. §§504.505 through 504.600
 

Subchapter VI - Members And Memberships

Section Name Section Number
Admission. §504.601
Consideration. §504.602
No requirement of members. §504.603
Reserved. §§504.604 through 504.610
Differences in rights and obligations of members. §504.611
Transfers. §504.612
Member’s liability to third parties. §504.613
Member’s liability for dues, assessments, and fees. §504.614
Creditor’s action against member. §504.615
Reserved. §§504.616 through 504.620
Resignation. §504.621
Termination, expulsion, or suspension. §504.622
Purchase of memberships. §504.623
Reserved. §§504.624 through 504.630
Derivative proceedings — definition. §504.631
Standing. §504.632
Demand. §504.633
Stay of proceedings. §504.634
Dismissal. §504.635
Discontinuance or settlement. §504.636
Payment of expenses. §504.637
Applicability to foreign corporations. §504.638
Reserved. §§504.639 and 504.640
Delegates. §504.641
Reserved. §§504.642 through 504.700
 

Subchapter VII - Members' Meetings And Voting

Section Name Section Number
Annual and regular meetings. §504.701
Special meeting. §504.702
Court-ordered meeting. §504.703
Action by written consent. §504.704
Notice of meeting. §504.705
Waiver of notice. §504.706
Record date — determining members entitled to notice and vote. §504.707
Action by written ballot. §504.708
Conduct of meetings. §504.709
Reserved. §504.710
Members’ list for meeting. §504.711
Voting entitlement generally. §504.712
Quorum requirements. §504.713
Voting requirements. §504.714
Proxies. §504.715
Cumulative voting for directors. §504.716
Other methods of electing directors. §504.717
Corporation’s acceptance of votes. §504.718
Inspectors of election. §504.719
Reserved. §504.720
Voting agreements. §504.721
Reserved. §§504.722 through 504.800
 

Subchapter VIII - Directors And Officers

Section Name Section Number
Requirement for and duties of board. §504.801
Qualifications of directors. §504.802
Number of directors. §504.803
Election, designation, and appointment of directors. §504.804
Terms of directors generally. §504.805
Staggered terms for directors. §504.806
Resignation of directors. §504.807
Removal of directors elected by members or directors. §504.808
Removal of designated or appointed directors. §504.809
Removal of directors by judicial proceeding. §504.810
Vacancy on board. §504.811
Compensation of directors. §504.812
Reserved. §§504.813 through 504.820
Regular and special meetings. §504.821
Action without meeting. §504.822
Call and notice of meetings. §504.823
Waiver of notice. §504.824
Quorum and voting. §504.825
Committees of the board. §504.826
Reserved. §§504.827 through 504.830
General standards for directors. §504.831
Standards of liability for directors. §504.832
Director conflict of interest. §504.833
Loans to or guarantees for directors and officers. §504.834
Liability for unlawful distributions. §504.835
Business opportunities. §504.836
Reserved. §§504.837 through 504.840
Required officers. §504.841
Duties and authority of officers. §504.842
Standards of conduct for officers. §504.843
Resignation and removal of officers. §504.844
Contract rights of officers. §504.845
Officers’ authority to execute documents. §504.846
Reserved. §§504.847 through 504.850
Definitions. §504.851
Permissible indemnification. §504.852
Mandatory indemnification. §504.853
Advance for expenses. §504.854
Court-ordered indemnification. §504.855
Determination and authorization of indemnification. §504.856
Indemnification of officers. §504.857
Insurance. §504.858
Application of part. §504.859
Exclusivity of part. §504.860
Reserved. §§504.861 through 504.900
 

Subchapter IX - Personal Liability

Section Name Section Number
Personal liability. §504.901
Reserved. §§504.902 through 504.1000
 

Subchapter X - Amendment Of Articles Of Incorporation And Bylaws

Section Name Section Number
Authority to amend. §504.1001
Amendment by directors. §504.1002
Amendment by directors and members. §504.1003
Class voting by members on amendments. §504.1004
Articles of amendment. §504.1005
Restated articles of incorporation. §504.1006
Amendment pursuant to judicial reorganization. §504.1007
Effect of amendment and restatement. §504.1008
Reserved. §§504.1009 through 504.1020
Amendment by directors. §504.1021
Amendment by directors and members. §504.1022
Class voting by members on amendments. §504.1023
Reserved. §§504.1024 through 504.1030
Approval by third persons. §504.1031
Amendment terminating members or redeeming or canceling memberships. §504.1032
Reserved. §§504.1033 through 504.1100
 

Subchapter XI - Merger

Section Name Section Number
Approval of plan of merger. §504.1101
Limitations on mergers by public benefit or religious corporations. §504.1102
Action on plan by board, members, and third persons. §504.1103
Articles of merger. §504.1104
Effect of merger. §504.1105
Merger with foreign corporation or foreign unincorporated entity. §504.1106
Bequests, devises, and gifts. §504.1107
Conversion. §504.1108
Reserved. §504.1109 through 504.1200
 

Subchapter XII - Sale Of Assets

Section Name Section Number
Sale of assets in regular course of activities and mortgage of assets. §504.1201
Sale of assets other than in regular course of activities. §504.1202
Reserved. §§504.1203 through 504.1300
 

Subchapter XIII - Distributions

Section Name Section Number
Prohibited distributions. §504.1301
Authorized distributions. §504.1302
Reserved. §§504.1303 through 504.1400
 

Subchapter XIV - Dissolution

Section Name Section Number
Dissolution by incorporators or directors and third persons. §504.1401
Dissolution by directors, members, and third persons. §504.1402
Articles of dissolution. §504.1403
Revocation of dissolution. §504.1404
Effect of dissolution. §504.1405
Known claims against dissolved corporation. §504.1406
Unknown claims against dissolved corporation. §504.1407
Reserved. §504.1408 through 504.1420
Grounds for administrative dissolution. §504.1421
Procedure for and effect of administrative dissolution. §504.1422
Reinstatement following administrative dissolution. §504.1423
Appeal from denial of reinstatement. §504.1424
Reserved. §§504.1425 through 504.1430
Grounds for judicial dissolution. §504.1431
Procedure for judicial dissolution. §504.1432
Receivership or custodianship. §504.1433
Decree of dissolution. §504.1434
Reserved. §§504.1435 through 504.1440
Deposit with state treasurer. §504.1441
Reserved. §§504.1442 through 504.1500
 

Subchapter XV - Foreign Corporations

Section Name Section Number
Authority to transact business required. §504.1501
Consequences of transacting business without authority. §504.1502
Application for certificate of authority. §504.1503
Amended certificate of authority. §504.1504
Effect of certificate of authority. §504.1505
Corporate name of foreign corporation. §504.1506
Registered office and registered agent of foreign corporation. §504.1507
Change of registered office or registered agent of foreign corporation. §504.1508
Resignation of registered agent of foreign corporation. §504.1509
Service on foreign corporation. §504.1510
Reserved. §§504.1511 through 504.1520
Withdrawal of foreign corporation. §504.1521
Reserved. §§504.1522 through 504.1530
Grounds for revocation. §504.1531
Procedure for and effect of revocation. §504.1532
Appeal from revocation. §504.1533
Reserved. §§504.1534 through 504.1600
 

Subchapter XVI - Records And Reports

Section Name Section Number
Corporate records. §504.1601
Inspection of records by members. §504.1602
Scope of inspection right. §504.1603
Court-ordered inspection. §504.1604
Limitations on use of corporate records. §504.1605
Inspection of records by directors. §504.1606
Exception to notice requirement. §504.1607
Reserved. §§504.1608 through 504.1610
Financial statements for members. §504.1611
Report of indemnification to members. §504.1612
Biennial report for secretary of state. §504.1613
Reserved. §§504.1614 through 504.1700
 

Subchapter XVII - Transition Provisions

Section Name Section Number
Application to existing domestic corporations. §504.1701
Application to qualified foreign corporations. §504.1702
Savings provisions. §504.1703
Severability. §504.1704
Public benefit, mutual benefit, and religious corporations. §504.1705
 

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