VOTING

Iowa Code tit. XII, ch. 504, subch. VII, pt. 2

in effect

Iowa Code § 504.711 Members’ list for meeting.

504.711. Members’ list for meeting. 1. After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address of each member and number of votes each member is entitled to cast at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis as and be part of the list of members. 2. Except as set forth in section 504.1602, subsection 6, the list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. Except as set forth in section 504.1602, subsection 6, a member, a member’s agent, or a member’s attorney is entitled on written demand to inspect and, subject to the limitations of section 504.1602, subsection 3, and section 504.1605, to copy the list, at a reasonable time and at the member’s expense, during the period it is available for inspection. 3. Except as set forth in section 504.1602, subsection 6, a corporation shall make the list of members available at the meeting, and any member, a member’s agent, or a member’s attorney is entitled to inspect the list at any time during the meeting or any adjournment. 4. Except as set forth in section 504.1602, subsection 6, if a corporation refuses to allow a member, a member’s agent, or a member’s attorney to inspect the list of members before or at the meeting or copy the list as permitted by subsection 2, the district court of the county where a corporation’s principal office is located or, if none is located in this state, where its registered office is located, on application of the member, may summarily order the inspection or copying of the membership list at the corporation’s expense, may postpone the meeting for which the list was prepared until the inspection or copying is complete, and may order the corporation to pay the member’s costs, including reasonable attorney fees incurred to obtain the order. 5. Unless a written demand to inspect and copy a membership list has been made under subsection 2 prior to the membership meeting and a corporation improperly refuses to comply with the demand, refusal or failure to comply with this section does not affect the validity of action taken at the meeting. 6. The articles or bylaws of a religious corporation may limit or abolish the rights of a member under this section to inspect and copy any corporate record. 2004 Acts, ch 1049, §63, 192

Iowa Code § 504.712 Voting entitlement generally.

504.712. Voting entitlement generally. 1. Except as provided in the articles of incorporation or bylaws, each member shall be entitled to one vote on each matter submitted to a vote of members. 2. Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, the persons’ acts with respect to voting shall have the following effect: a. If only one votes, such act binds all. b. If more than one votes, the vote shall be divided on a pro rata basis. 2004 Acts, ch 1049, §64, 192; 2015 Acts, ch 45, §6

Iowa Code § 504.713 Quorum requirements.

504.713. Quorum requirements. 1. Unless this chapter or the articles or bylaws of a corporation provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. 2. A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board. 3. A bylaw amendment to increase the quorum required for any member action must be approved by the members. 4. Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice. 2004 Acts, ch 1049, §65, 192; 2005 Acts, ch 19, §89

Iowa Code § 504.714 Voting requirements.

504.714. Voting requirements. 1. Unless this chapter or the articles or bylaws of a corporation require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting, which affirmative votes also constitute a majority of the required quorum, is the act of the members. 2. A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members. 2004 Acts, ch 1049, §66, 192; 2005 Acts, ch 19, §90

Iowa Code § 504.715 Proxies.

504.715. Proxies. 1. Unless the articles or bylaws of a corporation prohibit or limit proxy voting, a member or the member’s agent or attorney in fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which it can be determined that the member, the member’s agent, or the member’s attorney in fact authorized the electronic transmission. 2. An appointment of a proxy is effective when a signed appointment form or an electronic transmission of an appointment form is received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months unless a different period is expressly provided for in the appointment. However, a proxy shall not be valid for more than three years from its date of execution. 3. An appointment of a proxy is revocable by the member. 4. The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment. 5. Appointment of a proxy is revoked by the person appointing the proxy if either of the following occurs: a. The person appointing the proxy attends any meeting and votes in person. b. The person appointing the proxy signs and delivers or sends through electronic transmission to the secretary or other officer or agent authorized to tabulate proxy votes either a writing or electronic transmission stating that the appointment of the proxy is revoked or a subsequent appointment form. 6. Subject to section 504.718 and any express limitation on the proxy’s authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy’s vote or other action as that of the member making the appointment. 2004 Acts, ch 1049, §67, 192

Iowa Code § 504.716 Cumulative voting for directors.

504.716. Cumulative voting for directors. 1. If the articles or bylaws of a corporation provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and casting the product for a single candidate or distributing the product among two or more candidates. 2. A director elected by cumulative voting may be removed by the members without cause if the requirements of section 504.808 are met unless the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast or, if such action is taken by written ballot, all memberships entitled to vote were voted, and the entire number of directors authorized at the time of the director’s most recent election were then being elected. 3. Members shall not cumulatively vote if the directors and members are identical. 2004 Acts, ch 1049, §68, 192

Iowa Code § 504.717 Other methods of electing directors.

504.717. Other methods of electing directors. A corporation may provide in its articles or bylaws for election of directors by members or delegates on the basis of chapter or other organizational unit, by region or other geographic unit, by preferential voting, or by any other reasonable method. 2004 Acts, ch 1049, §69, 192

Iowa Code § 504.718 Corporation’s acceptance of votes.

504.718. Corporation’s acceptance of votes. 1. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member. 2. If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if any of the following is applicable: a. The member is an entity and the name signed purports to be that of an officer or agent of the entity. b. The name signed purports to be that of an attorney in fact of the member, and if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment. c. Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders. d. In the case of a mutual benefit corporation: (1) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member, and if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment. (2) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment. 3. The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the member. 4. The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection. 5. Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. 2004 Acts, ch 1049, §70, 192

Iowa Code § 504.719 Inspectors of election.

504.719. Inspectors of election. 1. A corporation with members may appoint one or more inspectors to act at a meeting of members and to make a report in the form of a record of the inspectors’ determinations. Each inspector shall execute the duties of inspector impartially and according to the best of the inspector’s ability. 2. The inspectors shall do all of the following: a. Ascertain the number of members and their voting power. b. Determine the members present at the meeting. c. Determine the validity of proxies and ballots. d. Count all votes. e. Determine the result of the voting. 3. An inspector may, but is not required to, be a director, member, officer, or employee of the corporation. A person who is a candidate for an office to be filled at the meeting shall not be an inspector at that meeting. 2012 Acts, ch 1049, §8; 2012 Acts, ch 1138, §71

Iowa Code § 504.720

504.720. Reserved.

Source: Iowa Legislature (legis.iowa.gov)URL: https://www.legis.iowa.gov/law/iowaCode/sections?codeChapter=504&year=2026Fetched: 10/20/2026