MEETINGS AND ACTION WITHOUT MEETINGS

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

in effect

Iowa Code § 504.701 Annual and regular meetings.

504.701. Annual and regular meetings. 1. Except in the case of a corporation with members that holds meetings only of delegates and not of the members, a corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. The articles of incorporation or bylaws of a corporation with members that holds meetings only of delegates and not of members may provide for meetings of delegates to be held less frequently than annually but at least once every six years. 2. A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws. 3. Annual or regular membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If a place is not stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation’s principal office. 3A. The board may hold an annual or a regular membership meeting solely by means of remote communication in accordance with section 504.702A and in that case the notice shall describe how members may participate in the meeting. 4. At the annual meeting all of the following shall occur: a. The president and chief financial officer shall report on the activities and financial condition of the corporation. b. The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of sections 504.705 and 504.713, subsection 4. 5. At regular meetings, the members shall consider and act upon such matters as may be raised consistent with the notice requirements of sections 504.705 and 504.713, subsection 4. 6. The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action. 2004 Acts, ch 1049, §55, 192; 2012 Acts, ch 1049, §5; 2015 Acts, ch 45, §5; 2021 Acts, ch 165, §242, 243, 248

Iowa Code § 504.702 Special meeting.

504.702. Special meeting. 1. A corporation with members shall hold a special meeting of members when either of the following occurs: a. At the call of its board or the person or persons authorized to do so by the corporation’s articles or bylaws. b. Except as provided in the articles or bylaws of a corporation, if the holders of at least five percent of the voting power of any corporation sign, date, and deliver to any corporate officer one or more written demands for the meeting describing the purpose for which it is to be held. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting. 2. The close of business on the thirtieth day before delivery of the demand for a special meeting to any corporate officer is the record date for the purpose of determining whether the five percent requirement of subsection 1, paragraph “b”, has been met. 3. If a notice for a special meeting demanded under subsection 1, paragraph “b”, is not given pursuant to section 504.705 within thirty days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection 4, a person signing the demand may set the time and place of the meeting and give notice pursuant to section 504.705. 4. Special meetings of members may be held in or out of this state at a place stated in or fixed in accordance with the bylaws. If a place is not stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation’s principal office. 4A. The board may hold a special meeting for members solely by means of remote communication in accordance with section 504.702A and in that case the notice shall describe how members may participate in the meeting. 5. Only those matters that are within the purpose described in the meeting notice required by section 504.705 may be considered at a special meeting of members. 2004 Acts, ch 1049, §56, 192; 2006 Acts, ch 1089, §48; 2012 Acts, ch 1049, §6; 2021 Acts, ch 165, §244, 245, 248

Iowa Code § 504.702A Remote participation in meetings of members.

504.702A. Remote participation in meetings of members. 1. Members of any class, unit, or grouping may participate in any meeting of members by means of remote communication to the extent the board of directors authorizes such participation for such class, unit, or grouping. Participation as a member by means of remote communication shall be subject to such guidelines and procedures as the board adopts, and shall be in conformity with subsection 2. 2. Members participating in a meeting of members by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures to do all of the following: a. Verify that each person participating remotely as a member is a member. b. Provide such members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with such proceedings. 3. Unless the bylaws require the meeting of members to be held at a place, the board may determine that any meeting of members shall not be held at any place and shall instead be held solely by means of remote communication, but only if the corporation implements the measures specified in subsection 2. 2021 Acts, ch 165, §246, 248

Iowa Code § 504.703 Court-ordered meeting.

504.703. Court-ordered meeting. 1. 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, may summarily order a meeting to be held when any of the following occurs: a. On application of any member or other person entitled to participate in an annual or regular meeting of the corporation, if an annual meeting was not held within the earlier of six months after the end of the corporation’s fiscal year or fifteen months after its last annual meeting. b. On application of any member or other person entitled to participate in a regular meeting of the corporation, if a regular meeting was not held within forty days after the date it was required to be held. c. On application of a member who signed a demand for a special meeting valid under section 504.702, or a person entitled to call a special meeting, if any of the following applies: (1) The notice of the special meeting was not given within thirty days after the date the demand was delivered to a corporate officer. (2) The special meeting was not held in accordance with the notice. 2. The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose of the meeting. 3. If the court orders a meeting, it may also order the corporation to pay the member’s costs, including reasonable attorney fees, incurred to obtain the order. 2004 Acts, ch 1049, §57, 192

Iowa Code § 504.704 Action by written consent.

504.704. Action by written consent. 1. Unless limited or prohibited by the articles or bylaws of the corporation, action required or permitted by this chapter to be approved by the members of a corporation may be approved without a meeting of members if the action is approved by members holding at least eighty percent of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least eighty percent of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. A written consent may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of unrevoked written consents sufficient in number to take corporation action. 2. If not otherwise determined under section 504.703 or 504.707, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection 1. 3. A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the secretary of state. 4. Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten days after such written notice is given. 2004 Acts, ch 1049, §58, 192; 2005 Acts, ch 19, §86

Iowa Code § 504.705 Notice of meeting.

504.705. Notice of meeting. 1. A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. 2. Any notice which conforms to the requirements of subsection 3 is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered. However, notice of matters referred to in subsection 3, paragraph “b”, must be given as provided in subsection 3. 3. Notice is fair and reasonable if all of the following occur: a. The corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members not more than sixty days and not less than ten days, or if notice is mailed by other than first class or registered mail, not less than thirty days, before the date of the meeting. b. The notice of an annual or regular meeting includes a description of any matter or matters which must be considered for approval by the members under sections 504.833, 504.859, 504.1003, 504.1022, 504.1104, 504.1202, and 504.1402. c. The notice of a special meeting includes a description of the purpose for which the meeting is called. 4. Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 504.707, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date. 4A. The board may hold a meeting for members solely by means of remote communication in accordance with section 504.702A and in that case the notice shall describe how members may participate in the meeting. 5. When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if requested in writing to do so by a person entitled to call a special meeting and if the request is received by the secretary or president of the corporation at least ten days before the corporation gives notice of the meeting. 2004 Acts, ch 1049, §59, 192; 2005 Acts, ch 19, §87; 2021 Acts, ch 165, §247, 248

Iowa Code § 504.706 Waiver of notice.

504.706. Waiver of notice. 1. A member may waive any notice required by this chapter, the articles, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. 2. A member’s attendance at a meeting does all of the following: a. Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. b. Waives objection to consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the member objects to considering the matter when it is presented. 2004 Acts, ch 1049, §60, 192; 2005 Acts, ch 19, §88

Iowa Code § 504.707 Record date — determining members entitled to notice and vote.

504.707. Record date — determining members entitled to notice and vote. 1. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members’ meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If a record date is not fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held, are entitled to notice of the meeting. 2. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members’ meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If a record date is not fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting. 3. The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If a record date is not fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise such rights. 4. A record date fixed under this section shall not be more than seventy days before the meeting or action requiring a determination of members occurs. 5. A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than seventy days after the record date for determining members entitled to notice of the original meeting. 6. If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting. 2004 Acts, ch 1049, §61, 192

Iowa Code § 504.708 Action by written ballot.

504.708. Action by written ballot. 1. Unless prohibited or limited by the articles or bylaws, any action which may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. 2. A written ballot shall do both of the following: a. Set forth each proposed action. b. Provide an opportunity to vote for or against each proposed action. 3. Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. 4. All solicitations for votes by written ballot shall do all of the following: a. Indicate the number of responses needed to meet the quorum requirements. b. State the percentage of approvals necessary to approve each matter other than election of directors. c. Specify the time by which a ballot must be received by the corporation in order to be counted. 5. Except as otherwise provided in the articles or bylaws, a written ballot shall not be revoked. 6. Unless prohibited by the articles or bylaws, a written ballot may be delivered and a vote may be cast on that ballot by electronic transmission. An electronic transmission of a written ballot shall contain or be accompanied by information indicating that a member, a member’s agent, or a member’s attorney authorized the electronic transmission of the ballot. 2004 Acts, ch 1049, §62, 192

Iowa Code § 504.709 Conduct of meetings.

504.709. Conduct of meetings. 1. At each meeting of members, an individual shall preside as chair. The chair shall be appointed as follows: a. As provided in the articles of incorporation or bylaws. b. In the absence of a provision in the articles of incorporation or bylaws, by the board of directors. c. In the absence of both a provision in the articles of incorporation or bylaws and an appointment of the chair by the board, by the members at the meeting. 2. Except as provided in the articles of incorporation or bylaws, the chair shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting. 3. Any rules adopted for, and the conduct of, the meeting shall be fair to the members. 4. The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls are closed, no ballots, proxies, or votes, or any otherwise permissible revocations or changes thereto may be accepted. 2012 Acts, ch 1049, §7

Iowa Code § 504.710

504.710. Reserved.

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