RECORDS

Iowa Code tit. XII, ch. 504, subch. XVI, pt. 1

in effect

Iowa Code § 504.1601 Corporate records.

504.1601. Corporate records. 1. A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by section 504.826, subsection 4. 2. A corporation shall maintain appropriate accounting records. 3. A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to vote. 4. A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. 5. A corporation shall keep a copy of all of the following records: a. Its articles or restated articles of incorporation and all amendments to them currently in effect. b. Its bylaws or restated bylaws and all amendments to them currently in effect. c. Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members. d. The minutes of all meetings of members and records of all actions approved by the members for the past three years. e. All written communications to members generally within the past three years, including the financial statements furnished for the past three years under section 504.1611. f. A list of the names and business or home addresses of its current directors and officers. g. Its most recent biennial report delivered to the secretary of state under section 504.1613. 2004 Acts, ch 1049, §167, 192

Iowa Code § 504.1602 Inspection of records by members.

504.1602. Inspection of records by members. 1. Subject to subsection 5, a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in section 504.1601, subsection 5, if the member gives the corporation written notice or a written demand at least five business days before the date on which the member wishes to inspect and copy. 2. Subject to subsections 5 and 6, a member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection 3 and gives the corporation written notice at least ten business days before the date on which the member wishes to inspect and copy: a. Excerpts from any records required to be maintained under section 504.1601, subsection 1, to the extent not subject to inspection under subsection 1 of this section. b. Accounting records of the corporation. c. The membership list. 3. A member may inspect and copy the records identified in subsection 2 only if all of the following apply: a. The member’s demand is made in good faith and for a proper purpose. b. The member describes with reasonable particularity the purpose of the demand and the records the member desires to inspect. c. The records are directly connected to the purpose described. d. The board consents, if consent is required by section 504.1605. 4. This section does not affect either of the following: a. The right of a member to inspect records under section 504.711 or, if the member is in litigation with the corporation, to the same extent as any other litigant. b. The power of a court, independently of this chapter, to compel the production of corporate records for examination. 5. The articles or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy any corporate record. 6. A corporation may, within ten business days after receiving a demand for inspection of a membership list under section 504.711 or subsection 2 of this section, respond to the demand with a written proposal offering a reasonable alternative to the demand for inspection that will achieve the purpose of the demand without providing access to or a copy of the membership list. A proposal offering an alternative that reasonably and in a timely manner accomplishes a proper purpose identified in a demand for inspection shall be considered to offer a reasonable alternative. A proposal for a reasonable alternative that has been accepted by the person making the demand for inspection shall cease to be considered a reasonable alternative if the terms of the proposal are not carried out by the corporation within a reasonable time after acceptance of the proposal. For the purposes of this subsection, a reasonable alternative may include, but is not limited to, a communication prepared by a member and mailed by the corporation at the expense of the member. 2004 Acts, ch 1049, §168, 192

Iowa Code § 504.1603 Scope of inspection right.

504.1603. Scope of inspection right. 1. A member’s agent or attorney has the same inspection and copying rights as the member the agent or attorney represents. 2. The right to copy records under section 504.1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. 3. The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge shall not exceed the estimated cost of production or reproduction of the records. 4. The corporation may comply with a member’s demand to inspect the record of members under section 504.1602, subsection 2, paragraph “c”, by providing the member with a list of its members that was compiled no earlier than the date of the member’s demand. 2004 Acts, ch 1049, §169, 192

Iowa Code § 504.1604 Court-ordered inspection.

504.1604. Court-ordered inspection. 1. If a corporation does not allow a member who complies with section 504.1602, subsection 1, to inspect and copy any records required by that subsection to be available for inspection, the district court in the county where the corporation’s principal office is located or, if none is located in this state, where its registered office is located, may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the member. 2. If a corporation does not within a reasonable time allow a member to inspect and copy any other records, or propose a reasonable alternative to such inspection and copying, the member who complies with section 504.1602, subsections 2 and 3, may apply to the district court in the county where the corporation’s principal office is located or, if none is located in this state, where its registered office is located, for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis. 3. If the court orders inspection and copying of the records demanded or other relief deemed appropriate by the court, it shall also order the corporation to pay the member’s costs, including reasonable attorney fees incurred, to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded. 4. If the court orders inspection and copying of the records demanded or other relief deemed appropriate by the court, it may impose reasonable restrictions on the use or distribution of the records by the demanding member. 5. If the court orders inspection of records containing personal information as defined in section 22A.1, such inspection shall be made under seal from public disclosure. A person who violates this subsection is subject to civil penalties under section 22A.3. A person who knowingly violates this subsection is subject to criminal penalties under section 22A.4. 2004 Acts, ch 1049, §170, 192; 2021 Acts, ch 120, §7

Iowa Code § 504.1605 Limitations on use of corporate records.

504.1605. Limitations on use of corporate records. Without consent of the board, no corporate record may be obtained or used by any person for any purpose unrelated to a member’s interest as a member. Without limiting the generality of the foregoing, without the consent of the board, corporate records, including without limitation a membership list or any part thereof, shall not be used for any of the following: 1. To solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation. 2. For any commercial purpose. 3. For sale to or purchase by any person. 4. For any purpose that is detrimental to the interests of the corporation. 5. To obtain personal information as defined in section 22A.1. A person who violates this subsection is subject to civil penalties under section 22A.3. A person who knowingly violates this subsection is subject to criminal penalties under section 22A.4. 2004 Acts, ch 1049, §171, 192; 2021 Acts, ch 120, §8

Iowa Code § 504.1606 Inspection of records by directors.

504.1606. Inspection of records by directors. 1. A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director’s duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation. 2. The district court of the county where the corporation’s principal office, or if none in this state, its registered office, is located may order inspection and copying of the books, records, and documents at the corporation’s expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection on an expedited basis. 3. If an order is issued, the court may include provisions protecting the corporation from undue burden or expense and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director’s costs, including reasonable counsel fees, incurred in connection with the application. 2004 Acts, ch 1049, §172, 192

Iowa Code § 504.1607 Exception to notice requirement.

504.1607. Exception to notice requirement. 1. Whenever notice is required to be given under any provision of this chapter to any member, such notice shall not be required to be given if notice of two consecutive annual meetings, and all notices of meetings during the period between such two consecutive annual meetings, have been sent to the member at the member’s address as shown on the records of the corporation and have been returned as undeliverable. 2. If the member delivers to the corporation a written notice setting forth the member’s then-current address, the requirement that notice be given to the member shall be reinstated. 2006 Acts, ch 1089, §62