PURPOSES AND POWERS

Iowa Code tit. XII, ch. 504, subch. III

in effect

Iowa Code § 504.301 Purposes.

504.301. Purposes. 1. Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation. 2. A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute. 2004 Acts, ch 1049, §24, 192

Iowa Code § 504.302 General powers.

504.302. General powers. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including without limitation all of the following powers: 1. Sue and be sued, complain, and defend in its corporate name. 2. Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing, affixing, or in any other manner reproducing it. 3. Make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation. 4. Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with real or personal property, or any legal or equitable interest in property, wherever located. 5. Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property. 6. Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of, any entity. 7. Make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income. 8. Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by section 504.833. 9. Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity. 10. Conduct its activities, locate offices, and exercise the powers granted by this chapter in or out of this state. 11. Elect or appoint directors, officers, employees, and agents of the corporation, define their duties, and fix their compensation. 12. Pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for any or all of its current or former directors, officers, employees, and agents. 13. Make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interest. 14. Impose dues, assessments, and admission and transfer fees upon its members. 15. Establish conditions for admission of members, admit members, and issue memberships. 16. Carry on a business. 17. Serve as a trustee of a trust of which the corporation is a beneficiary. 18. Do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation. 2004 Acts, ch 1049, §25, 192; 2015 Acts, ch 45, §3

Iowa Code § 504.303 Emergency powers.

504.303. Emergency powers. 1. In anticipation of or during an emergency as described in subsection 4, the board of directors of a corporation may do both of the following: a. Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent. b. Relocate the principal office, designate alternative principal offices or regional offices, or authorize an officer to do so. 2. During an emergency described in subsection 4, unless emergency bylaws provide otherwise, all of the following shall apply: a. Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and such notice may be given in any practicable manner, including by publication and radio. b. One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. 3. Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation does both of the following: a. Binds the corporation. b. Shall not be used to impose liability on a corporate director, officer, employee, or agent. 4. An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event. 2004 Acts, ch 1049, §26, 192

Iowa Code § 504.304 Ultra vires.

504.304. Ultra vires. 1. Except as provided in subsection 2, the validity of corporate action shall not be challenged on the ground that the corporation lacks or lacked power to act. 2. A corporation’s power to act may be challenged in a proceeding against the corporation to enjoin an act when a third party has not acquired rights. The proceeding may be brought by the attorney general, a director, or by a member or members in a derivative proceeding. 3. A corporation’s power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver, a trustee or other legal representative, or in the case of a public benefit corporation, by the attorney general. 2004 Acts, ch 1049, §27, 192; 2004 Acts, ch 1175, §384