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
Subchapter II - Organization
Subchapter III - Purposes And Powers
Subchapter IV - Names
Subchapter V - Office And Agent
Subchapter VI - Members And Memberships
Subchapter VII - Members' Meetings And Voting
Subchapter VIII - Directors And Officers
Subchapter IX - Personal Liability
Subchapter X - Amendment Of Articles Of Incorporation And Bylaws
Subchapter XI - Merger
Subchapter XII - Sale Of Assets
Subchapter XIII - Distributions
Subchapter XIV - Dissolution
Subchapter XV - Foreign Corporations
Subchapter XVI - Records And Reports
Subchapter XVII - Transition 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 |