Bill Text: IA SSB1056 | 2021-2022 | 89th General Assembly | Introduced
Bill Title: A bill for an act providing for corporations, providing for certain fees, and including effective date provisions.(See SF 266, SF 579.)
Spectrum: Committee Bill
Status: (Introduced - Dead) 2021-02-04 - Committee report approving bill, renumbered as SF 266. [SSB1056 Detail]
Download: Iowa-2021-SSB1056-Introduced.html
Senate
Study
Bill
1056
-
Introduced
SENATE
FILE
_____
BY
(PROPOSED
COMMITTEE
ON
JUDICIARY
BILL
BY
CHAIRPERSON
ZAUN)
A
BILL
FOR
An
Act
providing
for
corporations,
providing
for
certain
fees,
1
and
including
effective
date
provisions.
2
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
3
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_____
DIVISION
I
1
FOR
PROFIT
CORPORATIONS
2
PART
A
3
GENERAL
PROVISIONS
4
Section
1.
Section
490.101,
Code
2021,
is
amended
by
5
striking
the
section
and
inserting
in
lieu
thereof
the
6
following:
7
490.101
Short
title.
8
This
chapter
shall
be
known
and
may
be
cited
as
the
“Iowa
9
Business
Corporation
Act”
.
10
Sec.
2.
Section
490.120,
Code
2021,
is
amended
by
striking
11
the
section
and
inserting
in
lieu
thereof
the
following:
12
490.120
Requirements
for
documents
——
extrinsic
facts.
13
1.
A
document
must
satisfy
the
requirements
of
this
14
section,
and
of
any
other
section
that
adds
to
or
varies
these
15
requirements,
to
be
entitled
to
filing
by
the
secretary
of
16
state.
17
2.
This
chapter
must
require
or
permit
filing
the
document
18
in
the
office
of
the
secretary
of
state.
19
3.
The
document
must
contain
the
information
required
by
20
this
chapter
and
may
contain
other
information.
21
4.
The
document
must
be
typewritten
or
printed
or,
if
22
electronically
transmitted,
it
must
be
in
a
format
that
can
be
23
retrieved
or
reproduced
in
typewritten
or
printed
form.
24
5.
The
document
must
be
in
the
English
language.
A
25
corporate
name
need
not
be
in
English
if
written
in
English
26
letters
or
Arabic
or
Roman
numerals,
and
the
certificate
of
27
existence
required
of
foreign
corporations
need
not
be
in
28
English
if
accompanied
by
a
reasonably
authenticated
English
29
translation.
30
6.
Except
as
provided
in
section
490.1622,
subsection
3,
the
31
document
must
be
signed
by
any
of
the
following:
32
a.
The
chair
of
the
board
of
directors
of
a
domestic
or
33
foreign
corporation,
its
president,
or
another
of
its
officers.
34
b.
If
directors
have
not
been
selected
or
the
corporation
35
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has
not
been
formed,
by
an
incorporator.
1
c.
If
the
corporation
is
in
the
hands
of
a
receiver,
2
trustee,
or
other
court-appointed
fiduciary,
by
that
fiduciary.
3
7.
a.
The
person
executing
the
document
shall
sign
it
4
and
state
beneath
or
opposite
the
person’s
signature
the
5
person’s
name
and
the
capacity
in
which
the
document
is
signed.
6
The
document
may
but
need
not
contain
a
corporate
seal,
7
attestation,
acknowledgment,
or
verification.
8
b.
The
secretary
of
state
may
accept
for
filing
a
document
9
containing
a
copy
of
a
signature,
however
made.
10
8.
If
the
secretary
of
state
has
prescribed
a
mandatory
11
form
for
the
document
under
section
490.121,
subsection
1,
the
12
document
must
be
in
or
on
the
prescribed
form.
13
9.
The
document
must
be
delivered
to
the
office
of
the
14
secretary
of
state
for
filing.
Delivery
may
be
made
by
15
electronic
transmission
if
and
to
the
extent
permitted
by
the
16
secretary
of
state.
If
it
is
filed
in
typewritten
or
printed
17
form
and
not
transmitted
electronically,
the
secretary
of
state
18
may
require
one
exact
or
conformed
copy
to
be
delivered
with
19
the
document.
20
10.
When
the
document
is
delivered
to
the
office
of
the
21
secretary
of
state
for
filing,
the
correct
filing
fee,
and
any
22
franchise
tax,
license
fee,
or
penalty
required
by
this
chapter
23
or
other
law
to
be
paid
at
the
time
of
delivery
for
filing
must
24
be
paid
or
provision
for
payment
made
in
a
manner
permitted
by
25
the
secretary
of
state.
26
11.
Whenever
a
provision
of
this
chapter
permits
any
of
the
27
terms
of
a
plan
or
a
filed
document
to
be
dependent
on
facts
28
objectively
ascertainable
outside
the
plan
or
filed
document,
29
all
of
the
following
provisions
apply:
30
a.
The
manner
in
which
the
facts
will
operate
upon
the
terms
31
of
the
plan
or
filed
document
must
be
set
forth
in
the
plan
or
32
filed
document.
33
b.
The
facts
may
include
any
of
the
following:
34
(1)
Any
of
the
following
that
is
available
in
a
nationally
35
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recognized
news
or
information
medium
either
in
print
or
1
electronically:
statistical
or
market
indices,
market
prices
2
of
any
security
or
group
of
securities,
interest
rates,
3
currency
exchange
rates,
or
similar
economic
or
financial
data.
4
(2)
A
determination
or
action
by
any
person
or
body,
5
including
the
corporation
or
any
other
party
to
a
plan
or
filed
6
document.
7
(3)
The
terms
of,
or
actions
taken
under,
an
agreement
to
8
which
the
corporation
is
a
party,
or
any
other
agreement
or
9
document.
10
c.
As
used
in
this
subsection:
11
(1)
“Filed
document”
means
a
document
filed
by
the
secretary
12
of
state
under
any
provision
of
this
chapter
except
subchapter
13
XV
or
section
490.1622.
14
(2)
“Plan”
means
a
plan
of
domestication,
conversion,
15
merger,
or
share
exchange.
16
d.
The
following
provisions
of
a
plan
or
filed
document
17
shall
not
be
made
dependent
on
facts
outside
the
plan
or
filed
18
document:
19
(1)
The
name
and
address
of
any
person
required
in
a
filed
20
document.
21
(2)
The
registered
office
of
any
entity
required
in
a
filed
22
document.
23
(3)
The
registered
agent
of
any
entity
required
in
a
filed
24
document.
25
(4)
The
number
of
authorized
shares
and
designation
of
each
26
class
or
series
of
shares.
27
(5)
The
effective
date
of
a
filed
document.
28
(6)
Any
required
statement
in
a
filed
document
of
the
date
29
on
which
the
underlying
transaction
was
approved
or
the
manner
30
in
which
that
approval
was
given.
31
e.
If
a
provision
of
a
filed
document
is
made
dependent
on
a
32
fact
ascertainable
outside
of
the
filed
document,
and
that
fact
33
is
neither
ascertainable
by
reference
to
a
source
described
34
in
paragraph
“b”
,
subparagraph
(1),
nor
a
document
that
is
a
35
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matter
of
public
record,
and
the
affected
shareholders
have
1
not
received
notice
of
the
fact
from
the
corporation,
then
the
2
corporation
shall
file
with
the
secretary
of
state
articles
of
3
amendment
to
the
filed
document
setting
forth
the
fact
promptly
4
after
the
time
when
the
fact
referred
to
is
first
ascertainable
5
or
thereafter
changes.
Articles
of
amendment
under
this
6
paragraph
“e”
are
deemed
to
be
authorized
by
the
authorization
7
of
the
original
filed
document
to
which
they
relate
and
may
be
8
filed
by
the
corporation
without
further
action
by
the
board
of
9
directors
or
the
shareholders.
10
Sec.
3.
Section
490.121,
Code
2021,
is
amended
by
striking
11
the
section
and
inserting
in
lieu
thereof
the
following:
12
490.121
Forms.
13
1.
a.
The
secretary
of
state
may
prescribe
and
furnish
on
14
request
any
of
the
following
forms:
15
(1)
An
application
for
a
certificate
of
existence
or
16
certificate
of
registration.
17
(2)
A
foreign
corporation’s
registration
statement.
18
(3)
A
foreign
corporation’s
statement
of
withdrawal.
19
(4)
A
foreign
corporation’s
transfer
of
registration
20
statement.
21
(5)
The
biennial
report
required
by
section
490.1622.
22
b.
If
the
secretary
of
state
so
requires,
use
of
the
forms
23
provided
in
paragraph
“a”
is
mandatory.
24
2.
The
secretary
of
state
may
prescribe
and
furnish
on
25
request
forms
for
other
documents
required
or
permitted
to
be
26
filed
pursuant
to
this
chapter
but
their
use
is
not
mandatory.
27
Sec.
4.
Section
490.122,
Code
2021,
is
amended
by
striking
28
the
section
and
inserting
in
lieu
thereof
the
following:
29
490.122
Filing,
service,
and
copying
fees.
30
1.
The
secretary
of
state
shall
collect
the
following
fees
31
when
the
documents
described
in
this
subsection
are
delivered
32
to
the
secretary
of
state
for
filing:
33
DOCUMENT
FEE
34
a.
Articles
of
incorporation
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
35
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b.
Application
for
use
of
indistinguishable
1
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
10
2
c.
Application
for
reserved
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
10
3
d.
Notice
of
transfer
of
reserved
name
.
.
.
.
.
.
.
.
.
.
.
.
$
10
4
e.
Application
for
registered
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
20
5
f.
Application
for
renewal
of
registered
6
name
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
20
7
g.
Corporation’s
statement
of
change
of
8
registered
agent
or
registered
office
or
both
.
.
.
.
.
.
.
.
No
fee
9
h.
Agent’s
statement
of
change
of
registered
office
10
for
each
affected
corporation
not
to
exceed
11
a
total
of
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
12
i.
Agent’s
statement
of
resignation
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
13
j.
Articles
of
domestication
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
14
k.
Articles
of
conversion
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
15
l.
Amendment
of
articles
of
incorporation
.
.
.
.
.
.
.
.
.
$
50
16
m.
Restatement
of
articles
of
incorporation
17
with
amendment
of
articles
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
18
n.
Restatement
of
articles
of
incorporation
19
without
amendment
of
articles
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
50
20
o.
Articles
of
merger
or
share
exchange
.
.
.
.
.
.
.
.
.
.
.
$
50
21
p.
Articles
of
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
22
q.
Articles
of
revocation
of
dissolution
.
.
.
.
.
.
.
.
.
.
$
5
23
r.
Certificate
of
administrative
dissolution
.
.
.
.
.
.
No
fee
24
s.
Application
for
reinstatement
following
25
administrative
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
26
t.
Certificate
of
reinstatement
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
27
u.
Certificate
of
judicial
dissolution
.
.
.
.
.
.
.
.
.
.
.
.
No
fee
28
v.
Foreign
registration
statement
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
100
29
w.
Amendment
of
foreign
registration
30
statement
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
100
31
x.
Statement
of
withdrawal
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
10
32
y.
Transfer
of
foreign
registration
statement
.
.
.
.
.
$
100
33
z.
Notice
of
termination
of
registration
.
.
.
.
.
.
.
.
.
.
No
fee
34
aa.
Articles
of
correction
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
35
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ab.
Articles
of
validation
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
1
ac.
Application
for
certificate
of
existence
or
2
registration
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
3
ad.
Biennial
report
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
60
4
ae.
Any
other
document
required
or
permitted
to
5
be
filed
by
this
chapter
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$5
6
2.
The
secretary
of
state
shall
collect
a
fee
of
five
7
dollars
each
time
process
is
served
on
the
secretary
of
state
8
under
this
chapter.
The
party
to
a
proceeding
causing
service
9
of
process
is
entitled
to
recover
this
fee
as
costs
if
such
10
party
prevails
in
the
proceeding.
11
3.
The
secretary
of
state
shall
collect
the
following
fees
12
for
copying
and
certifying
the
copy
of
any
filed
document
13
relating
to
a
domestic
or
foreign
corporation:
14
a.
One
dollar
a
page
for
copying.
15
b.
Five
dollars
for
the
certificate.
16
Sec.
5.
Section
490.123,
Code
2021,
is
amended
by
striking
17
the
section
and
inserting
in
lieu
thereof
the
following:
18
490.123
Effective
date
of
filed
document.
19
1.
Except
to
the
extent
otherwise
provided
in
section
20
490.124,
subsection
3,
and
part
E,
a
document
accepted
for
21
filing
is
effective
as
follows:
22
a.
On
the
date
and
at
the
time
of
filing,
as
provided
in
23
section
490.125,
subsection
2.
24
b.
On
the
date
of
filing
and
at
the
time
specified
in
the
25
document
as
its
effective
time,
if
later
than
the
time
under
26
paragraph
“a”
.
27
c.
At
a
specified
delayed
effective
date
and
time
which
28
shall
not
be
more
than
ninety
days
after
filing.
29
d.
If
a
delayed
effective
date
is
specified,
but
no
time
is
30
specified,
at
12:01
a.m.
on
the
date
specified,
which
shall
not
31
be
more
than
ninety
days
after
the
date
of
filing.
32
2.
If
a
filed
document
does
not
specify
the
time
zone
or
33
place
at
which
a
date
or
time
or
both
is
to
be
determined,
the
34
date
or
time
or
both
at
which
it
becomes
effective
shall
be
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those
prevailing
at
the
place
of
filing
in
this
state.
1
Sec.
6.
Section
490.124,
Code
2021,
is
amended
by
striking
2
the
section
and
inserting
in
lieu
thereof
the
following:
3
490.124
Correcting
filed
document.
4
1.
A
document
filed
by
the
secretary
of
state
pursuant
to
5
this
chapter
may
be
corrected
if
any
of
the
following
applies:
6
a.
The
document
contains
an
inaccuracy.
7
b.
The
document
was
defectively
signed,
attested,
sealed,
8
verified,
or
acknowledged.
9
c.
The
electronic
transmission
was
defective.
10
2.
A
document
is
corrected
by
complying
with
all
of
the
11
following:
12
a.
By
preparing
articles
of
correction
that
do
all
of
the
13
following:
14
(1)
Describe
the
document,
including
its
filing
date,
or
a
15
copy
of
the
document
is
attached
to
the
articles
of
correction.
16
(2)
Specify
the
inaccuracy
or
defect
to
be
corrected.
17
(3)
Correct
the
inaccuracy
or
defect.
18
b.
By
delivering
the
articles
of
correction
to
the
secretary
19
of
state
for
filing.
20
3.
Articles
of
correction
are
effective
on
the
effective
21
date
of
the
document
they
correct
except
as
to
persons
relying
22
on
the
uncorrected
document
and
adversely
affected
by
the
23
correction.
As
to
those
persons,
articles
of
correction
are
24
effective
when
filed.
25
Sec.
7.
Section
490.125,
Code
2021,
is
amended
by
striking
26
the
section
and
inserting
in
lieu
thereof
the
following:
27
490.125
Filing
duty
of
secretary
of
state.
28
1.
If
a
document
delivered
to
the
office
of
the
secretary
of
29
state
for
filing
satisfies
the
requirements
of
section
490.120,
30
the
secretary
of
state
shall
file
it.
31
2.
The
secretary
of
state
files
a
document
by
recording
32
it
as
filed
on
the
date
and
time
of
receipt.
After
filing
33
a
document,
except
the
biennial
report
required
by
section
34
490.1622,
and
except
as
provided
in
section
490.503,
the
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secretary
of
state
shall
return
to
the
person
who
delivered
1
the
document
for
filing
a
copy
of
the
document
with
an
2
acknowledgment
of
the
date
and
time
of
filing.
3
3.
If
the
secretary
of
state
refuses
to
file
a
document,
4
it
shall
be
returned
to
the
person
who
delivered
the
document
5
for
filing
within
five
days
after
the
document
was
delivered,
6
together
with
a
brief,
written
explanation
of
the
reason
for
7
the
refusal.
8
4.
The
secretary
of
state’s
duty
to
file
documents
under
9
this
section
is
ministerial.
The
secretary
of
state’s
filing
10
or
refusing
to
file
a
document
does
not
create
a
presumption
11
of
any
of
the
following:
12
a.
The
document
does
or
does
not
conform
to
the
requirements
13
of
this
chapter.
14
b.
The
information
contained
in
the
document
is
correct
or
15
incorrect.
16
Sec.
8.
Section
490.126,
Code
2021,
is
amended
by
striking
17
the
section
and
inserting
in
lieu
thereof
the
following:
18
490.126
Appeal
from
secretary
of
state’s
refusal
to
file
19
document.
20
1.
If
the
secretary
of
state
refuses
to
file
a
document
21
delivered
for
filing,
the
person
that
delivered
the
document
22
for
filing
may
petition
the
district
court
of
the
county
where
23
the
corporation’s
principal
office
or,
if
none
in
this
state,
24
its
registered
office,
is
located
to
compel
its
filing.
The
25
document
and
the
explanation
of
the
secretary
of
state’s
26
refusal
to
file
must
be
attached
to
the
petition.
The
court
27
may
decide
the
matter
in
a
summary
proceeding.
28
2.
The
court
may
order
the
secretary
of
state
to
file
the
29
document
or
take
other
action
the
court
considers
appropriate.
30
3.
The
court’s
final
decision
may
be
appealed
as
in
other
31
civil
proceedings.
32
Sec.
9.
Section
490.127,
Code
2021,
is
amended
by
striking
33
the
section
and
inserting
in
lieu
thereof
the
following:
34
490.127
Evidentiary
effect
of
certified
copy
of
filed
35
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document.
1
A
certificate
from
the
secretary
of
state
delivered
with
2
a
copy
of
a
document
filed
by
the
secretary
of
state
is
3
conclusive
evidence
that
the
original
document
is
on
file
with
4
the
secretary
of
state.
5
Sec.
10.
Section
490.128,
Code
2021,
is
amended
by
striking
6
the
section
and
inserting
in
lieu
thereof
the
following:
7
490.128
Certificate
of
existence
or
registration.
8
1.
Any
person
may
apply
to
the
secretary
of
state
to
furnish
9
a
certificate
of
existence
for
a
domestic
corporation
or
a
10
certificate
of
registration
for
a
foreign
corporation.
11
2.
A
certificate
of
existence
must
set
forth
all
of
the
12
following:
13
a.
The
domestic
corporation’s
corporate
name.
14
b.
That
the
domestic
corporation
is
duly
incorporated
under
15
the
law
of
this
state,
the
date
of
its
incorporation,
and
the
16
period
of
its
duration
if
less
than
perpetual.
17
c.
That
all
fees,
taxes,
and
penalties
owed
to
this
state
18
have
been
paid,
subject
to
all
of
the
following:
19
(1)
Payment
is
reflected
in
the
records
of
the
secretary
of
20
state.
21
(2)
Nonpayment
affects
the
existence
of
the
domestic
22
corporation.
23
d.
That
its
most
recent
biennial
report
required
by
section
24
490.1622
has
been
filed
by
the
secretary
of
state.
25
e.
That
articles
of
dissolution
have
not
been
filed.
26
f.
That
the
corporation
is
not
administratively
dissolved
27
and
a
proceeding
is
not
pending
under
section
490.1421.
28
g.
Other
facts
of
record
in
the
office
of
the
secretary
of
29
state
that
may
be
requested
by
the
applicant.
30
3.
A
certificate
of
registration
must
set
forth
all
of
the
31
following:
32
a.
The
foreign
corporation’s
name
used
in
this
state.
33
b.
That
the
foreign
corporation
is
registered
to
do
business
34
in
this
state.
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c.
That
all
fees,
taxes,
and
penalties
owed
to
this
state
1
have
been
paid,
subject
to
all
of
the
following:
2
(1)
Payment
is
reflected
in
the
records
of
the
secretary
of
3
state.
4
(2)
Nonpayment
affects
the
registration
of
the
foreign
5
corporation.
6
d.
That
its
most
recent
biennial
report
required
by
section
7
490.1622
has
been
filed
by
the
secretary
of
state.
8
e.
Other
facts
of
record
in
the
office
of
the
secretary
of
9
state
that
may
be
requested
by
the
applicant.
10
4.
Subject
to
any
qualification
stated
in
the
certificate,
11
a
certificate
of
existence
or
registration
issued
by
the
12
secretary
of
state
may
be
relied
upon
as
conclusive
evidence
of
13
the
facts
stated
in
the
certificate.
14
Sec.
11.
Section
490.129,
Code
2021,
is
amended
by
striking
15
the
section
and
inserting
in
lieu
thereof
the
following:
16
490.129
Penalty
for
signing
false
document.
17
1.
A
person
commits
an
offense
by
signing
a
document
that
18
the
person
knows
is
false
in
any
material
respect
with
intent
19
that
the
document
be
delivered
to
the
secretary
of
state
for
20
filing.
21
2.
An
offense
under
this
section
is
a
serious
misdemeanor
22
punishable
by
a
fine
of
not
to
exceed
one
thousand
dollars.
23
Sec.
12.
Section
490.135,
Code
2021,
is
amended
by
striking
24
the
section
and
inserting
in
lieu
thereof
the
following:
25
490.135
Powers.
26
The
secretary
of
state
has
the
power
reasonably
necessary
to
27
perform
the
duties
required
of
the
secretary
of
state
by
this
28
chapter.
29
Sec.
13.
Section
490.140,
Code
2021,
is
amended
by
striking
30
the
section
and
inserting
in
lieu
thereof
the
following:
31
490.140
Chapter
definitions.
32
As
used
in
this
chapter,
unless
otherwise
specified:
33
1.
“Articles
of
incorporation”
means
the
articles
of
34
incorporation
described
in
section
490.202,
all
amendments
35
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to
the
articles
of
incorporation,
and
any
other
documents
1
permitted
or
required
to
be
delivered
for
filing
by
a
domestic
2
business
corporation
with
the
secretary
of
state
under
any
3
provision
of
this
chapter
that
modify,
amend,
supplement,
4
restate,
or
replace
the
articles
of
incorporation.
After
5
an
amendment
of
the
articles
of
incorporation
or
any
other
6
document
filed
under
this
chapter
that
restates
the
articles
of
7
incorporation
in
their
entirety,
the
articles
of
incorporation
8
shall
not
include
any
prior
documents.
When
used
with
respect
9
to
a
foreign
corporation
or
a
domestic
or
foreign
nonprofit
10
corporation,
the
“articles
of
incorporation”
of
such
an
entity
11
means
the
document
of
such
entity
that
is
equivalent
to
the
12
articles
of
incorporation
of
a
domestic
business
corporation.
13
2.
“Authorized
shares”
means
the
shares
of
all
classes
a
14
domestic
or
foreign
corporation
is
authorized
to
issue.
15
3.
“Beneficial
shareholder”
means
a
person
who
owns
16
the
beneficial
interest
in
shares,
which
may
be
a
record
17
shareholder
or
a
person
on
whose
behalf
shares
are
registered
18
in
the
name
of
an
intermediary
or
nominee.
19
4.
“Conspicuous”
means
so
written,
displayed,
or
presented
20
that
a
reasonable
person
against
whom
the
writing
is
to
operate
21
should
have
noticed
it.
22
5.
“Cooperative
association”
means
an
entity
that
is
23
structured
and
operated
on
a
cooperative
basis
pursuant
to
26
24
U.S.C.
§1381(a)
and
that
meets
the
definitional
requirements
of
25
an
association
as
provided
in
12
U.S.C.
§1141j(a)
or
7
U.S.C.
26
§291.
27
6.
“Corporation”
,
“domestic
corporation”
,
“business
28
corporation”
,
or
“domestic
business
corporation”
means
a
29
corporation
for
profit,
which
is
not
a
foreign
corporation,
30
incorporated
under
this
chapter.
31
7.
“Deliver”
or
“delivery”
means
any
method
of
delivery
32
used
in
conventional
commercial
practice,
including
delivery
33
by
hand,
mail,
commercial
delivery,
and,
if
authorized
in
34
accordance
with
section
490.141,
by
electronic
transmission.
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8.
“Distribution”
means
a
direct
or
indirect
transfer
of
1
cash
or
other
property,
except
a
corporation’s
own
shares,
2
or
incurrence
of
indebtedness
by
a
corporation
to
or
for
the
3
benefit
of
its
shareholders
in
respect
of
any
of
its
shares.
4
A
distribution
may
be
in
the
form
of
a
payment
of
a
dividend;
5
a
purchase,
redemption,
or
other
acquisition
of
shares;
a
6
distribution
of
indebtedness;
a
distribution
in
liquidation;
7
or
otherwise.
8
9.
“Document”
means
any
of
the
following:
9
a.
A
tangible
medium
on
which
information
is
inscribed,
and
10
includes
handwritten,
typed,
printed
or
similar
instruments,
11
and
copies
of
such
instruments.
12
b.
An
electronic
record.
13
10.
“Domestic”
,
with
respect
to
an
entity,
means
an
entity
14
governed
as
to
its
internal
affairs
by
the
law
of
this
state.
15
11.
“Effective
date”
,
when
referring
to
a
document
accepted
16
for
filing
by
the
secretary
of
state,
means
the
time
and
date
17
determined
in
accordance
with
section
490.123.
18
12.
“Electronic”
means
relating
to
technology
having
19
electrical,
digital,
magnetic,
wireless,
optical,
20
electromagnetic,
or
similar
capabilities.
21
13.
“Electronic
record”
means
information
that
is
stored
in
22
an
electronic
or
other
nontangible
medium
and
is
retrievable
in
23
paper
form
through
an
automated
process
used
in
conventional
24
commercial
practice,
unless
otherwise
authorized
in
accordance
25
with
section
490.141,
subsection
10.
26
14.
“Electronic
transmission”
or
“electronically
transmitted”
27
means
any
form
or
process
of
communication
not
directly
28
involving
the
physical
transfer
of
paper
or
another
tangible
29
medium,
which
is
all
of
the
following:
30
a.
Suitable
for
the
retention,
retrieval,
and
reproduction
31
of
information
by
the
recipient.
32
b.
Retrievable
in
paper
form
by
the
recipient
through
an
33
automated
process
used
in
conventional
commercial
practice,
34
unless
otherwise
authorized
in
accordance
with
section
490.141,
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subsection
10.
1
15.
“Eligible
entity”
means
a
domestic
or
foreign
2
unincorporated
entity
or
a
domestic
or
foreign
nonprofit
3
corporation.
4
16.
“Eligible
interests”
means
interests
or
memberships.
5
17.
“Employee”
includes
an
officer
but
not
a
director.
6
A
director
may
accept
duties
that
make
the
director
also
an
7
employee.
8
18.
“Entity”
includes
a
domestic
and
foreign
business
9
corporation;
domestic
and
foreign
nonprofit
corporation;
10
estate;
trust;
domestic
and
foreign
unincorporated
entity;
and
11
a
state,
the
United
States,
and
a
foreign
government.
12
19.
“Expenses”
means
reasonable
expenses
of
any
kind,
13
including
reasonable
fees
and
expenses
of
counsel
and
experts,
14
that
are
incurred
in
connection
with
a
matter.
15
20.
“Filing
entity”
means
an
unincorporated
entity,
other
16
than
a
limited
liability
partnership,
that
is
of
a
type
that
17
is
created
by
filing
a
public
organic
record
or
is
required
to
18
file
a
public
organic
record
that
evidences
its
creation.
19
21.
“Foreign”
,
with
respect
to
an
entity,
means
an
entity
20
governed
as
to
its
internal
affairs
by
the
organic
law
of
a
21
jurisdiction
other
than
this
state.
22
22.
“Foreign
corporation”
or
“foreign
business
corporation”
23
means
a
corporation
incorporated
under
a
law
other
than
the
24
law
of
this
state
which
would
be
a
business
corporation
if
25
incorporated
under
the
law
of
this
state.
26
23.
“Foreign
nonprofit
corporation”
means
a
corporation
27
incorporated
under
a
law
other
than
the
law
of
this
state
which
28
would
be
a
nonprofit
corporation
if
incorporated
under
the
law
29
of
this
state.
30
24.
“Foreign
registration
statement”
means
the
foreign
31
registration
statement
described
in
section
490.1503.
32
25.
“Governmental
subdivision”
includes
an
authority,
city,
33
county,
district,
and
municipality.
34
26.
“Governor”
means
any
person
under
whose
authority
the
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powers
of
an
entity
are
exercised
and
under
whose
direction
the
1
activities
and
affairs
of
the
entity
are
managed
pursuant
to
2
the
organic
law
governing
the
entity
and
its
organic
rules.
3
27.
“Includes”
and
“including”
denote
a
partial
definition
4
or
a
nonexclusive
list.
5
28.
“Individual”
means
a
natural
person.
6
29.
“Interest”
means
either
or
both
of
the
following
rights
7
under
the
organic
law
governing
an
unincorporated
entity:
8
a.
The
right
to
receive
distributions
from
the
entity
either
9
in
the
ordinary
course
or
upon
liquidation.
10
b.
The
right
to
receive
notice
or
vote
on
issues
involving
11
its
internal
affairs,
other
than
as
an
agent,
assignee,
proxy,
12
or
person
responsible
for
managing
its
business
and
affairs.
13
30.
“Interest
holder”
means
a
person
who
holds
of
record
an
14
interest.
15
31.
a.
“Interest
holder
liability”
means
any
of
the
16
following:
17
(1)
Personal
liability
for
a
debt,
obligation,
or
other
18
liability
of
a
domestic
or
foreign
corporation
or
eligible
19
entity
that
is
imposed
on
a
person
by
any
of
the
following:
20
(a)
Solely
by
reason
of
the
person’s
status
as
a
21
shareholder,
member,
or
interest
holder.
22
(b)
By
the
articles
of
incorporation
of
the
domestic
23
corporation
or
the
organic
rules
of
the
eligible
entity
24
or
foreign
corporation
that
make
one
or
more
specified
25
shareholders,
members,
or
interest
holders,
or
categories
of
26
shareholders,
members,
or
interest
holders,
liable
in
their
27
capacity
as
shareholders,
members,
or
interest
holders
for
all
28
or
specified
liabilities
of
the
corporation
or
eligible
entity.
29
(2)
An
obligation
of
a
shareholder,
member,
or
interest
30
holder
under
the
articles
of
incorporation
of
a
domestic
31
corporation
or
the
organic
rules
of
an
eligible
entity
or
32
foreign
corporation
to
contribute
to
the
entity.
33
b.
For
purposes
of
paragraph
“a”
,
except
as
otherwise
34
provided
in
the
articles
of
incorporation
of
a
domestic
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corporation
or
the
organic
law
or
organic
rules
of
an
eligible
1
entity
or
a
foreign
corporation,
interest
holder
liability
2
arises
under
paragraph
“a”
,
subparagraph
(1),
when
the
3
corporation
or
eligible
entity
incurs
the
liability.
4
32.
“Jurisdiction
of
formation”
means
the
state
or
country
5
the
law
of
which
includes
the
organic
law
governing
a
domestic
6
or
foreign
corporation
or
eligible
entity.
7
33.
“Means”
denotes
an
exhaustive
definition.
8
34.
“Membership”
means
the
rights
of
a
member
in
a
domestic
9
or
foreign
nonprofit
corporation.
10
35.
“Merger”
means
a
transaction
pursuant
to
section
11
490.1102.
12
36.
“Nonfiling
entity”
means
an
unincorporated
entity
that
13
is
of
a
type
that
is
not
created
by
filing
a
public
organic
14
record.
15
37.
“Nonprofit
corporation”
or
“domestic
nonprofit
16
corporation”
means
a
corporation
incorporated
under
the
laws
of
17
this
state
and
subject
to
the
provisions
of
chapter
504.
18
38.
“Organic
law”
means
the
statute
governing
the
internal
19
affairs
of
a
domestic
or
foreign
business
or
nonprofit
20
corporation
or
unincorporated
entity.
21
39.
“Organic
rules”
means
the
public
organic
record
and
22
private
organic
rules
of
a
domestic
or
foreign
corporation
or
23
eligible
entity.
24
40.
“Person”
means
a
person
as
defined
in
section
4.1.
25
41.
“Principal
office”
means
the
office,
in
or
out
of
this
26
state,
so
designated
in
the
biennial
report
required
by
section
27
490.1622
or
foreign
registration
statement
where
the
principal
28
executive
offices
of
a
domestic
or
foreign
corporation
are
29
located.
30
42.
a.
“Private
organic
rules”
means
any
of
the
following:
31
(1)
The
bylaws
of
a
domestic
or
foreign
business
or
32
nonprofit
corporation.
33
(2)
The
rules,
regardless
of
whether
in
writing,
that
govern
34
the
internal
affairs
of
an
unincorporated
entity,
are
binding
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on
all
of
its
interest
holders,
and
are
not
part
of
its
public
1
organic
record,
if
any.
2
b.
Where
private
organic
rules
have
been
amended
or
3
restated,
the
term
means
the
private
organic
rules
as
last
4
amended
or
restated.
5
43.
“Proceeding”
includes
a
civil
suit
and
criminal,
6
administrative,
and
investigatory
action.
7
44.
a.
“Public
organic
record”
means
any
of
the
following:
8
(1)
The
articles
of
incorporation
of
a
domestic
or
foreign
9
business
or
nonprofit
corporation.
10
(2)
The
document,
if
any,
the
filing
of
which
is
required
11
to
create
an
unincorporated
entity,
or
which
creates
the
12
unincorporated
entity
and
is
required
to
be
filed.
13
b.
Where
a
public
organic
record
has
been
amended
or
14
restated,
the
term
means
the
public
organic
record
as
last
15
amended
or
restated.
16
45.
“Record
date”
means
the
date
fixed
for
determining
17
the
identity
of
the
corporation’s
shareholders
and
their
18
shareholdings
for
purposes
of
this
chapter.
Unless
another
19
time
is
specified
when
the
record
date
is
fixed,
the
20
determination
shall
be
made
as
of
the
close
of
business
at
the
21
principal
office
of
the
corporation
on
the
date
so
fixed.
22
46.
“Record
shareholder”
means
any
of
the
following:
23
a.
The
person
in
whose
name
shares
are
registered
in
the
24
records
of
the
corporation.
25
b.
The
person
identified
as
the
beneficial
owner
of
shares
26
in
a
beneficial
ownership
certificate
pursuant
to
section
27
490.723
on
file
with
the
corporation
to
the
extent
of
the
28
rights
granted
by
such
certificate.
29
47.
“Registered
foreign
corporation”
means
a
foreign
30
corporation
registered
to
do
business
in
the
state
pursuant
to
31
subchapter
XV.
32
48.
“Secretary”
means
the
corporate
officer
to
whom
the
33
board
of
directors
has
delegated
responsibility
under
section
34
490.840,
subsection
3,
to
maintain
the
minutes
of
the
meetings
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of
the
board
of
directors
and
of
the
shareholders
and
for
1
authenticating
records
of
the
corporation.
2
49.
“Share
exchange”
means
a
transaction
pursuant
to
section
3
490.1103.
4
50.
“Shareholder”
means
a
record
shareholder.
5
51.
“Shares”
means
the
units
into
which
the
proprietary
6
interests
in
a
domestic
or
foreign
corporation
are
divided.
7
52.
“Sign”
or
“signature”
means,
with
present
intent
to
8
authenticate
or
adopt
a
document,
doing
any
of
the
following:
9
a.
Executing
or
adopting
a
tangible
symbol
to
a
document,
10
including
any
manual,
facsimile,
or
conformed
signature.
11
b.
Attaching
to
or
logically
associating
with
an
electronic
12
transmission
an
electronic
sound,
symbol,
or
process,
13
and
including
an
electronic
signature
in
an
electronic
14
transmission.
15
53.
“State”
,
when
referring
to
a
part
of
the
United
16
States,
includes
a
state
and
commonwealth,
and
their
agencies
17
and
governmental
subdivisions,
and
a
territory
and
insular
18
possession,
and
their
agencies
and
governmental
subdivisions,
19
of
the
United
States.
20
54.
“Subscriber”
means
a
person
who
subscribes
for
shares
in
21
a
corporation,
whether
before
or
after
incorporation.
22
55.
“Type
of
entity”
means
a
generic
form
of
entity
that
is
23
any
of
the
following:
24
a.
Recognized
at
common
law.
25
b.
Formed
under
an
organic
law,
regardless
of
whether
26
some
entities
formed
under
that
law
are
subject
to
provisions
27
of
that
law
that
create
different
categories
of
the
form
of
28
entity.
29
56.
a.
“Unincorporated
entity”
means
an
organization
30
or
artificial
legal
person
that
either
has
a
separate
legal
31
existence
or
has
the
power
to
acquire
an
estate
in
real
32
property
in
its
own
name
and
that
is
not
any
of
the
following:
33
(1)
A
domestic
or
foreign
business
or
nonprofit
34
corporation.
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(2)
A
series
of
a
limited
liability
company
or
of
another
1
type
of
entity.
2
(3)
An
estate.
3
(4)
A
trust.
4
(5)
A
state,
the
United
States,
or
foreign
government.
5
b.
“Unincorporated
entity”
includes
a
general
partnership,
6
limited
liability
company,
limited
partnership,
business
7
trust,
joint
stock
association,
and
unincorporated
nonprofit
8
association.
9
57.
“United
States”
includes
district,
authority,
bureau,
10
commission,
department,
and
any
other
agency
of
the
United
11
States.
12
58.
“Unrestricted
voting
trust
beneficial
owner”
means,
with
13
respect
to
any
shareholder
rights,
a
voting
trust
beneficial
14
owner
whose
entitlement
to
exercise
the
shareholder
right
in
15
question
is
not
inconsistent
with
the
voting
trust
agreement.
16
59.
“Voting
group”
means
all
shares
of
one
or
more
17
classes
or
series
that
under
the
articles
of
incorporation
18
or
this
chapter
are
entitled
to
vote
and
be
counted
together
19
collectively
on
a
matter
at
a
meeting
of
shareholders.
All
20
shares
entitled
by
the
articles
of
incorporation
or
this
21
chapter
to
vote
generally
on
the
matter
are
for
that
purpose
22
a
single
voting
group.
23
60.
“Voting
power”
means
the
current
power
to
vote
in
the
24
election
of
directors.
25
61.
“Voting
trust
beneficial
owner”
means
an
owner
of
26
a
beneficial
interest
in
shares
of
the
corporation
held
27
in
a
voting
trust
established
pursuant
to
section
490.730,
28
subsection
1.
29
62.
“Writing”
or
“written”
means
any
information
in
the
form
30
of
a
document.
31
Sec.
14.
Section
490.141,
Code
2021,
is
amended
by
striking
32
the
section
and
inserting
in
lieu
thereof
the
following:
33
490.141
Notices
and
other
communications.
34
1.
A
notice
under
this
chapter
must
be
in
writing
unless
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oral
notice
is
reasonable
in
the
circumstances.
Unless
1
otherwise
agreed
between
the
sender
and
the
recipient,
words
2
in
a
notice
or
other
communication
under
this
chapter
must
be
3
in
English.
4
2.
A
notice
or
other
communication
may
be
given
by
any
5
method
of
delivery,
except
that
electronic
transmissions
must
6
be
in
accordance
with
this
section.
If
the
methods
of
delivery
7
are
impracticable,
a
notice
or
other
communication
may
be
8
given
by
means
of
a
broad
nonexclusionary
distribution
to
the
9
public,
which
may
include
a
newspaper
of
general
circulation
10
in
the
area
where
published;
radio,
television,
or
other
11
form
of
public
broadcast
communication;
or
other
methods
of
12
distribution
that
the
corporation
has
previously
identified
to
13
its
shareholders.
14
3.
A
notice
or
other
communication
to
a
domestic
corporation
15
or
to
a
foreign
corporation
registered
to
do
business
in
this
16
state
may
be
delivered
to
the
corporation’s
registered
agent
at
17
its
registered
office
or
to
the
secretary
at
the
corporation’s
18
principal
office
shown
in
its
most
recent
biennial
report
19
required
by
section
490.1622
or,
in
the
case
of
a
foreign
20
corporation
that
has
not
yet
delivered
a
biennial
report,
in
21
its
foreign
registration
statement.
22
4.
A
notice
or
other
communication
may
be
delivered
by
23
electronic
transmission
if
consented
to
by
the
recipient
or
if
24
authorized
by
subsection
10.
25
5.
Any
consent
under
subsection
4
may
be
revoked
by
the
26
person
who
consented
by
written
or
electronic
notice
to
the
27
person
to
whom
the
consent
was
delivered.
Any
such
consent
is
28
deemed
revoked
if
all
of
the
following
apply:
29
a.
The
corporation
is
unable
to
deliver
two
consecutive
30
electronic
transmissions
given
by
the
corporation
in
accordance
31
with
such
consent.
32
b.
Such
inability
becomes
known
to
the
secretary
or
an
33
assistant
secretary
or
to
the
transfer
agent,
or
other
person
34
responsible
for
the
giving
of
notice
or
other
communications;
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provided,
however,
the
inadvertent
failure
to
treat
such
1
inability
as
a
revocation
shall
not
invalidate
any
meeting
or
2
other
action.
3
6.
Unless
otherwise
agreed
between
the
sender
and
the
4
recipient,
an
electronic
transmission
is
received
when
all
of
5
the
following
apply:
6
a.
The
electronic
transmission
enters
an
information
7
processing
system
that
the
recipient
has
designated
or
uses
8
for
the
purposes
of
receiving
electronic
transmissions
or
9
information
of
the
type
sent,
and
from
which
the
recipient
is
10
able
to
retrieve
the
electronic
transmission.
11
b.
The
electronic
transmission
is
in
a
form
capable
of
being
12
processed
by
that
system.
13
7.
Receipt
of
an
electronic
acknowledgment
from
an
14
information
processing
system
described
in
subsection
6,
15
paragraph
“a”
,
establishes
that
an
electronic
transmission
was
16
received
but,
by
itself,
does
not
establish
that
the
content
17
sent
corresponds
to
the
content
received.
18
8.
An
electronic
transmission
is
received
under
this
19
section
even
if
no
person
is
aware
of
its
receipt.
20
9.
A
notice
or
other
communication,
if
in
a
comprehensible
21
form
or
manner,
is
effective
at
the
earliest
of
the
following:
22
a.
If
in
a
physical
form,
the
earliest
of
when
it
is
23
actually
received,
or
when
it
is
left
at
any
of
the
following:
24
(1)
A
shareholder’s
address
shown
on
the
corporation’s
25
record
of
shareholders
maintained
by
the
corporation
under
26
section
490.1601,
subsection
4.
27
(2)
A
director’s
residence
or
usual
place
of
business.
28
(3)
The
corporation’s
principal
office.
29
b.
If
mailed
by
postage
prepaid
and
correctly
addressed
to
a
30
shareholder,
upon
deposit
in
the
United
States
mail.
31
c.
If
mailed
by
United
States
mail
postage
prepaid
and
32
correctly
addressed
to
a
recipient
other
than
a
shareholder,
33
the
earliest
of
when
it
is
actually
received,
or
as
follows:
34
(1)
If
sent
by
registered
or
certified
mail,
return
receipt
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requested,
the
date
shown
on
the
return
receipt
signed
by
or
on
1
behalf
of
the
addressee.
2
(2)
Five
days
after
it
is
deposited
in
the
United
States
3
mail.
4
d.
If
an
electronic
transmission,
when
it
is
received
as
5
provided
in
subsection
6.
6
e.
If
oral,
when
communicated.
7
10.
A
notice
or
other
communication
may
be
in
the
form
of
8
an
electronic
transmission
that
cannot
be
directly
reproduced
9
in
paper
form
by
the
recipient
through
an
automated
process
10
used
in
conventional
commercial
practice
only
if
all
of
the
11
following
apply:
12
a.
The
electronic
transmission
is
otherwise
retrievable
in
13
perceivable
form.
14
b.
The
sender
and
the
recipient
have
consented
in
writing
to
15
the
use
of
such
form
of
electronic
transmission.
16
11.
If
this
chapter
prescribes
requirements
for
notices
17
or
other
communications
in
particular
circumstances,
those
18
requirements
govern.
If
articles
of
incorporation
or
bylaws
19
prescribe
requirements
for
notices
or
other
communications,
20
not
inconsistent
with
this
section
or
other
provisions
of
21
this
chapter,
those
requirements
govern.
The
articles
of
22
incorporation
or
bylaws
may
authorize
or
require
delivery
of
23
notices
of
meetings
of
directors
by
electronic
transmission.
24
12.
In
the
event
that
any
provisions
of
this
chapter
are
25
deemed
to
modify,
limit,
or
supersede
the
federal
Electronic
26
Signatures
in
Global
and
National
Commerce
Act,
15
U.S.C.
27
§§7001
et
seq.,
the
provisions
of
this
chapter
shall
control
28
to
the
maximum
extent
permitted
by
section
102(a)(2)
of
that
29
federal
Act.
30
13.
a.
Whenever
notice
would
otherwise
be
required
to
be
31
given
under
any
provision
of
this
subchapter
to
a
shareholder,
32
such
notice
need
not
be
given
if
any
of
the
following
apply:
33
(1)
Notices
to
the
shareholders
of
two
consecutive
annual
34
meetings,
and
all
notices
of
meetings
during
the
period
between
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such
two
consecutive
annual
meetings,
have
been
sent
to
such
1
shareholder
at
such
shareholder’s
address
as
shown
on
the
2
records
of
the
corporation
and
have
been
returned
undeliverable
3
or
could
not
be
delivered.
4
(2)
All,
but
not
less
than
two,
payments
of
dividends
on
5
securities
during
a
twelve-month
period,
or
two
consecutive
6
payments
of
dividends
on
securities
during
a
period
of
more
7
than
twelve
months,
have
been
sent
to
such
shareholder
at
8
such
shareholder’s
address
as
shown
on
the
records
of
the
9
corporation
and
have
been
returned
undeliverable
or
could
not
10
be
delivered.
11
b.
If
any
such
shareholder
shall
deliver
to
the
corporation
12
a
written
notice
setting
forth
such
shareholder’s
then-current
13
address,
the
requirement
that
notice
be
given
to
such
14
shareholder
shall
be
reinstated.
15
Sec.
15.
Section
490.142,
Code
2021,
is
amended
by
striking
16
the
section
and
inserting
in
lieu
thereof
the
following:
17
490.142
Number
of
shareholders.
18
1.
For
purposes
of
this
chapter,
any
of
the
following
19
identified
as
a
shareholder
in
a
corporation’s
current
record
20
of
shareholders
constitutes
one
shareholder:
21
a.
Three
or
fewer
co-owners.
22
b.
A
corporation,
partnership,
trust,
estate,
or
other
23
entity.
24
c.
The
trustees,
guardians,
custodians,
or
other
fiduciaries
25
of
a
single
trust,
estate,
or
account.
26
2.
For
purposes
of
this
chapter,
shareholdings
registered
27
in
substantially
similar
names
constitute
one
shareholder
if
28
it
is
reasonable
to
believe
that
the
names
represent
the
same
29
person.
30
Sec.
16.
Section
490.143,
Code
2021,
is
amended
by
striking
31
the
section
and
inserting
in
lieu
thereof
the
following:
32
490.143
Qualified
director.
33
1.
As
used
in
this
chapter,
a
“qualified
director”
means
a
34
director
who
takes
action,
if
at
the
time
action
is
to
be
taken
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any
of
the
following
applies:
1
a.
Under
section
490.202,
subsection
2,
paragraph
“f”
,
is
2
not
a
director
under
any
of
the
following
circumstances:
3
(1)
To
whom
the
limitation
or
elimination
of
the
duty
of
4
an
officer
to
offer
potential
business
opportunities
to
the
5
corporation
would
apply.
6
(2)
Has
a
material
relationship
with
any
other
person
to
7
whom
the
limitation
or
elimination
described
in
subparagraph
8
(1)
would
apply.
9
b.
Under
section
490.744,
does
not
have
any
of
the
10
following:
11
(1)
A
material
interest
in
the
outcome
of
the
proceeding.
12
(2)
A
material
relationship
with
a
person
who
has
such
an
13
interest.
14
c.
Under
section
490.853
or
490.855,
all
of
the
following
15
apply:
16
(1)
The
director
is
not
a
party
to
the
proceeding.
17
(2)
The
director
is
not
a
director
as
to
whom
a
transaction
18
is
a
director’s
conflicting
interest
transaction
or
who
sought
19
a
disclaimer
of
the
corporation’s
interest
in
a
business
20
opportunity
under
section
490.870,
which
transaction
or
21
disclaimer
is
challenged
in
the
proceeding.
22
(3)
The
director
does
not
have
a
material
relationship
with
23
a
director
described
in
either
subparagraph
(1)
or
(2).
24
d.
Under
section
490.862,
the
director
is
not
any
of
the
25
following:
26
(1)
A
director
as
to
whom
the
transaction
is
a
director’s
27
conflicting
interest
transaction.
28
(2)
A
director
who
has
a
material
relationship
with
another
29
director
as
to
whom
the
transaction
is
a
director’s
conflicting
30
interest
transaction.
31
e.
Under
section
490.870,
is
not
a
director
who
does
any
of
32
the
following:
33
(1)
Pursues
or
takes
advantage
of
the
business
opportunity,
34
directly
or
indirectly
through
or
on
behalf
of
another
person.
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(2)
Has
a
material
relationship
with
a
director
or
officer
1
who
pursues
or
takes
advantage
of
the
business
opportunity,
2
directly,
or
indirectly
through
or
on
behalf
of
another
person.
3
2.
As
used
in
this
section,
all
of
the
following
apply:
4
a.
“Material
interest”
means
an
actual
or
potential
5
benefit
or
detriment,
other
than
one
which
would
devolve
on
6
the
corporation
or
the
shareholders
generally,
that
would
7
reasonably
be
expected
to
impair
the
objectivity
of
the
8
director’s
judgment
when
participating
in
the
action
to
be
9
taken.
10
b.
“Material
relationship”
means
a
familial,
financial,
11
professional,
employment,
or
other
relationship
that
would
12
reasonably
be
expected
to
impair
the
objectivity
of
the
13
director’s
judgment
when
participating
in
the
action
to
be
14
taken.
15
3.
The
presence
of
one
or
more
of
the
following
16
circumstances
shall
not
automatically
prevent
a
director
from
17
being
a
qualified
director:
18
a.
Nomination
or
election
of
the
director
to
the
current
19
board
by
any
director
who
is
not
a
qualified
director
with
20
respect
to
the
matter,
or
by
any
person
that
has
a
material
21
relationship
with
that
director,
acting
alone
or
participating
22
with
others.
23
b.
Service
as
a
director
of
another
corporation
of
which
a
24
director
who
is
not
a
qualified
director
with
respect
to
the
25
matter,
or
any
individual
who
has
a
material
relationship
with
26
that
director,
is
or
was
also
a
director.
27
c.
With
respect
to
action
to
be
taken
under
section
490.744,
28
status
as
a
named
defendant,
as
a
director
against
whom
action
29
is
demanded,
or
as
a
director
who
approved
the
conduct
being
30
challenged.
31
Sec.
17.
Section
490.144,
Code
2021,
is
amended
by
striking
32
the
section
and
inserting
in
lieu
thereof
the
following:
33
490.144
Householding.
34
1.
A
corporation
has
delivered
written
notice
or
any
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other
report
or
statement
under
this
chapter,
the
articles
of
1
incorporation,
or
the
bylaws
to
all
shareholders
who
share
a
2
common
address
if
all
of
the
following
apply:
3
a.
The
corporation
delivers
one
copy
of
the
notice,
report,
4
or
statement
to
the
common
address.
5
b.
The
corporation
addresses
the
notice,
report,
or
6
statement
to
those
shareholders
either
as
a
group
or
to
each
7
of
those
shareholders
individually
or
to
the
shareholders
in
a
8
form
to
which
each
of
those
shareholders
has
consented.
9
c.
Each
of
those
shareholders
consents
to
delivery
of
10
a
single
copy
of
such
notice,
report,
or
statement
to
the
11
shareholders’
common
address.
12
2.
Any
such
consent
described
in
subsection
1,
paragraph
13
“b”
or
“c”
,
shall
be
revocable
by
any
of
such
shareholders
who
14
deliver
written
notice
of
revocation
to
the
corporation.
If
15
such
written
notice
of
revocation
is
delivered,
the
corporation
16
shall
begin
providing
individual
notices,
reports,
or
other
17
statements
to
the
revoking
shareholder
no
later
than
thirty
18
days
after
delivery
of
the
written
notice
of
revocation.
19
3.
Any
shareholder
who
fails
to
object
by
written
notice
20
to
the
corporation,
within
sixty
days
of
written
notice
by
21
the
corporation
of
its
intention
to
deliver
single
copies
of
22
notices,
reports,
or
statements
to
shareholders
who
share
a
23
common
address
as
permitted
by
subsection
1,
shall
be
deemed
24
to
have
consented
to
receiving
such
single
copy
at
the
common
25
address;
provided
that
the
notice
of
intention
explains
that
26
consent
may
be
revoked
and
the
method
for
revoking.
27
Sec.
18.
NEW
SECTION
.
490.145
Part
definitions.
28
As
used
in
this
part:
29
1.
“Corporate
action”
means
any
action
taken
by
or
on
30
behalf
of
the
corporation,
including
any
action
taken
by
the
31
incorporator,
the
board
of
directors,
a
committee
of
the
board
32
of
directors,
an
officer
or
agent
of
the
corporation,
or
the
33
shareholders.
34
2.
“Date
of
the
defective
corporate
action”
means
the
date
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or,
if
the
defective
corporate
action
occurred
or
may
have
1
occurred
on
more
than
one
date,
the
range
of
dates,
or
the
2
approximate
date
or
range
of
dates,
if
the
exact
date
or
range
3
of
dates
is
unknown
or
not
readily
ascertainable,
the
defective
4
corporate
action
was
purported
to
have
been
taken.
5
3.
“Defective
corporate
action”
means
all
of
the
following:
6
a.
Any
corporate
action
purportedly
taken
that
is,
and
at
7
the
time
such
corporate
action
was
purportedly
taken
would
8
have
been,
within
the
power
of
the
corporation,
but
is
void
or
9
voidable
due
to
a
failure
of
authorization.
10
b.
An
overissue.
11
4.
“Failure
of
authorization”
means
the
failure
to
12
authorize,
approve,
or
otherwise
effect
a
corporate
action
in
13
compliance
with
the
provisions
of
this
chapter,
the
articles
of
14
incorporation
or
bylaws,
a
corporate
resolution,
or
any
plan
15
or
agreement
to
which
the
corporation
is
a
party,
if
and
to
the
16
extent
such
failure
would
render
such
corporate
action
void
or
17
voidable.
18
5.
“Overissue”
means
the
purported
issuance
of
any
of
the
19
following:
20
a.
Shares
of
a
class
or
series
in
excess
of
the
number
of
21
shares
of
a
class
or
series
the
corporation
has
the
power
to
22
issue
under
section
490.601
at
the
time
of
such
issuance.
23
b.
Shares
of
any
class
or
series
that
is
not
then
authorized
24
for
issuance
by
the
articles
of
incorporation.
25
6.
“Putative
shares”
means
the
shares
of
any
class
or
26
series,
including
shares
issued
upon
exercise
of
rights,
27
options,
warrants
or
other
securities
convertible
into
28
shares
of
the
corporation,
or
interests
with
respect
to
such
29
shares,
that
were
created
or
issued
as
a
result
of
a
defective
30
corporate
action,
and
any
of
the
following
applies:
31
a.
But
for
any
failure
of
authorization
would
constitute
32
valid
shares.
33
b.
Cannot
be
determined
by
the
board
of
directors
to
be
34
valid
shares.
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7.
“Valid
shares”
means
the
shares
of
any
class
or
series
1
that
have
been
duly
authorized
and
validly
issued
in
accordance
2
with
this
chapter,
including
as
a
result
of
ratification
or
3
validation
under
this
part.
4
8.
a.
“Validation
effective
time”
with
respect
to
any
5
defective
corporate
action
ratified
under
this
part
means
the
6
later
of
the
following:
7
(1)
The
time
at
which
the
ratification
of
the
defective
8
corporate
action
is
approved
by
the
shareholders,
or
if
9
approval
of
shareholders
is
not
required,
the
time
at
which
10
the
notice
required
by
section
490.149
becomes
effective
in
11
accordance
with
section
490.141.
12
(2)
The
time
at
which
any
articles
of
validation
filed
in
13
accordance
with
section
490.151
become
effective.
14
b.
The
validation
effective
time
shall
not
be
affected
by
15
the
filing
or
pendency
of
a
judicial
proceeding
under
section
16
490.152
or
otherwise,
unless
otherwise
ordered
by
the
court.
17
Sec.
19.
NEW
SECTION
.
490.146
Defective
corporate
actions.
18
1.
A
defective
corporate
action
shall
not
be
void
or
19
voidable
if
ratified
in
accordance
with
section
490.147
or
20
validated
in
accordance
with
section
490.152.
21
2.
Ratification
under
section
490.147
or
validation
under
22
section
490.152
shall
not
be
deemed
to
be
the
exclusive
means
23
of
ratifying
or
validating
any
defective
corporate
action,
and
24
the
absence
or
failure
of
ratification
in
accordance
with
this
25
part
shall
not,
of
itself,
affect
the
validity
or
effectiveness
26
of
any
corporate
action
properly
ratified
under
common
law
or
27
otherwise,
nor
shall
it
create
a
presumption
that
any
such
28
corporate
action
is
or
was
a
defective
corporate
action
or
void
29
or
voidable.
30
3.
In
the
case
of
an
overissue,
putative
shares
shall
be
31
valid
shares
effective
as
of
the
date
originally
issued
or
32
purportedly
issued
upon
any
of
the
following:
33
a.
The
effectiveness
under
this
part
and
under
subchapter
X
34
of
an
amendment
to
the
articles
of
incorporation
authorizing,
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designating,
or
creating
such
shares.
1
b.
The
effectiveness
of
any
other
corporate
action
under
2
this
part
ratifying
the
authorization,
designation,
or
creation
3
of
such
shares.
4
Sec.
20.
NEW
SECTION
.
490.147
Ratification
of
defective
5
corporate
actions.
6
1.
To
ratify
a
defective
corporate
action
under
this
7
section,
other
than
the
ratification
of
an
election
of
the
8
initial
board
of
directors
under
subsection
2,
the
board
of
9
directors
shall
take
action
ratifying
the
action
in
accordance
10
with
section
490.148,
stating
all
of
the
following:
11
a.
The
defective
corporate
action
to
be
ratified
and,
if
the
12
defective
corporate
action
involved
the
issuance
of
putative
13
shares,
the
number
and
type
of
putative
shares
purportedly
14
issued.
15
b.
The
date
of
the
defective
corporate
action.
16
c.
The
nature
of
the
failure
of
authorization
with
respect
17
to
the
defective
corporate
action
to
be
ratified.
18
d.
That
the
board
of
directors
approves
the
ratification
of
19
the
defective
corporate
action.
20
2.
In
the
event
that
a
defective
corporate
action
to
be
21
ratified
relates
to
the
election
of
the
initial
board
of
22
directors
of
the
corporation
under
section
490.205,
subsection
23
1,
paragraph
“b”
,
a
majority
of
the
persons
who,
at
the
time
of
24
the
ratification,
are
exercising
the
powers
of
directors
may
25
take
an
action
stating
all
of
the
following:
26
a.
The
name
of
the
person
or
persons
who
first
took
27
action
in
the
name
of
the
corporation
as
the
initial
board
of
28
directors
of
the
corporation.
29
b.
The
earlier
of
the
date
on
which
such
persons
first
30
took
such
action
or
were
purported
to
have
been
elected
as
the
31
initial
board
of
directors.
32
c.
That
the
ratification
of
the
election
of
such
person
or
33
persons
as
the
initial
board
of
directors
is
approved.
34
3.
If
any
provision
of
this
chapter,
the
articles
of
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incorporation
or
bylaws,
any
corporate
resolution,
or
any
1
plan
or
agreement
to
which
the
corporation
is
a
party
in
2
effect
at
the
time
action
under
subsection
1
is
taken
requires
3
shareholder
approval
or
would
have
required
shareholder
4
approval
at
the
date
of
the
occurrence
of
the
defective
5
corporate
action,
the
ratification
of
the
defective
corporate
6
action
approved
in
the
action
taken
by
the
directors
under
7
subsection
1
shall
be
submitted
to
the
shareholders
for
8
approval
in
accordance
with
section
490.148.
9
4.
Unless
otherwise
provided
in
the
action
taken
by
the
10
board
of
directors
under
subsection
1,
after
the
action
by
the
11
board
of
directors
has
been
taken
and,
if
required,
approved
12
by
the
shareholders,
the
board
of
directors
may
abandon
the
13
ratification
at
any
time
before
the
validation
effective
time
14
without
further
action
of
the
shareholders.
15
Sec.
21.
NEW
SECTION
.
490.148
Action
on
ratification.
16
1.
The
quorum
and
voting
requirements
applicable
to
a
17
ratifying
action
by
the
board
of
directors
under
section
18
490.147,
subsection
1,
shall
be
the
quorum
and
voting
19
requirements
applicable
to
the
corporate
action
proposed
to
be
20
ratified
at
the
time
such
ratifying
action
is
taken.
21
2.
If
the
ratification
of
the
defective
corporate
action
22
requires
approval
by
the
shareholders
under
section
490.147,
23
subsection
3,
and
if
the
approval
is
to
be
given
at
a
meeting,
24
the
corporation
shall
notify
each
holder
of
valid
and
putative
25
shares,
regardless
of
whether
entitled
to
vote,
as
of
the
26
record
date
for
notice
of
the
meeting
and
as
of
the
date
of
27
the
occurrence
of
defective
corporate
action,
provided
that
28
notice
shall
not
be
required
to
be
given
to
holders
of
valid
or
29
putative
shares
whose
identities
or
addresses
for
notice
cannot
30
be
determined
from
the
records
of
the
corporation.
The
notice
31
must
state
that
the
purpose,
or
one
of
the
purposes,
of
the
32
meeting
is
to
consider
ratification
of
a
defective
corporate
33
action
and
must
be
accompanied
by
all
of
the
following:
34
a.
Either
a
copy
of
the
action
taken
by
the
board
of
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directors
in
accordance
with
section
490.147,
subsection
1,
1
or
the
information
required
by
section
490.147,
subsection
1,
2
paragraphs
“a”
through
“d”
.
3
b.
A
statement
that
any
claim
that
the
ratification
of
4
such
defective
corporate
action
and
any
putative
shares
issued
5
as
a
result
of
such
defective
corporate
action
should
not
be
6
effective,
or
should
be
effective
only
on
certain
conditions,
7
shall
be
brought
within
one
hundred
twenty
days
from
the
8
applicable
validation
effective
time.
9
3.
Except
as
provided
in
subsection
4,
with
respect
to
the
10
voting
requirements
to
ratify
the
election
of
a
director,
the
11
quorum
and
voting
requirements
applicable
to
the
approval
by
12
the
shareholders
required
by
section
490.147,
subsection
3,
13
shall
be
the
quorum
and
voting
requirements
applicable
to
the
14
corporate
action
proposed
to
be
ratified
at
the
time
of
such
15
shareholder
approval.
16
4.
The
approval
by
shareholders
to
ratify
the
election
of
a
17
director
requires
that
the
votes
cast
within
the
voting
group
18
favoring
such
ratification
exceed
the
votes
cast
opposing
such
19
ratification
of
the
election
at
a
meeting
at
which
a
quorum
is
20
present.
21
5.
Putative
shares
on
the
record
date
for
determining
22
the
shareholders
entitled
to
vote
on
any
matter
submitted
to
23
shareholders
under
section
490.147,
subsection
3,
and
without
24
giving
effect
to
any
ratification
of
putative
shares
that
25
becomes
effective
as
a
result
of
such
vote,
shall
neither
be
26
entitled
to
vote
nor
counted
for
quorum
purposes
in
any
vote
to
27
approve
the
ratification
of
any
defective
corporate
action.
28
6.
If
the
approval
under
this
section
of
putative
shares
29
would
result
in
an
overissue,
in
addition
to
the
approval
30
required
by
section
490.147,
approval
of
an
amendment
to
the
31
articles
of
incorporation
under
subchapter
X
to
increase
32
the
number
of
shares
of
an
authorized
class
or
series
or
to
33
authorize
the
creation
of
a
class
or
series
of
shares
so
there
34
would
be
no
overissue
shall
also
be
required.
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Sec.
22.
NEW
SECTION
.
490.149
Notice
requirements.
1
1.
Unless
shareholder
approval
is
required
under
section
2
490.147,
subsection
3,
prompt
notice
of
an
action
taken
under
3
section
490.147
shall
be
given
to
each
holder
of
valid
and
4
putative
shares,
regardless
of
whether
entitled
to
vote,
as
of
5
all
of
the
following:
6
a.
The
date
of
such
action
by
the
board
of
directors.
7
b.
The
date
of
the
defective
corporate
action
ratified,
8
provided
that
notice
shall
not
be
required
to
be
given
to
9
holders
of
valid
and
putative
shares
whose
identities
or
10
addresses
for
notice
cannot
be
determined
from
the
records
of
11
the
corporation.
12
2.
The
notice
must
contain
all
of
the
following:
13
a.
Either
a
copy
of
the
action
taken
by
the
board
of
14
directors
in
accordance
with
section
490.147,
subsection
1
or
15
2,
or
the
information
required
by
section
490.147,
subsection
16
1,
paragraphs
“a”
through
“d”
,
or
section
490.147,
subsection
2,
17
paragraphs
“a”
through
“c”
,
as
applicable.
18
b.
A
statement
that
any
claim
that
the
ratification
of
19
the
defective
corporate
action
and
any
putative
shares
issued
20
as
a
result
of
such
defective
corporate
action
should
not
be
21
effective,
or
should
be
effective
only
on
certain
conditions,
22
shall
be
brought
within
one
hundred
twenty
days
from
the
23
applicable
validation
effective
time.
24
3.
No
notice
under
this
section
is
required
with
respect
25
to
any
action
required
to
be
submitted
to
shareholders
for
26
approval
under
section
490.147,
subsection
3,
if
notice
is
27
given
in
accordance
with
section
490.148,
subsection
2.
28
4.
A
notice
required
by
this
section
may
be
given
in
any
29
manner
permitted
by
section
490.141
and,
for
any
corporation
30
subject
to
the
reporting
requirements
of
section
13
or
15(d)
of
31
the
federal
Securities
Exchange
Act
of
1934,
may
be
given
by
32
means
of
a
filing
or
furnishing
of
such
notice
with
the
United
33
States
securities
and
exchange
commission.
34
Sec.
23.
NEW
SECTION
.
490.150
Effect
of
ratification.
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From
and
after
the
validation
effective
time,
and
without
1
regard
to
the
one
hundred
twenty-day
period
during
which
2
a
claim
may
be
brought
under
section
490.152,
all
of
the
3
following
shall
apply:
4
1.
Each
defective
corporate
action
ratified
in
accordance
5
with
section
490.147
shall
not
be
void
or
voidable
as
a
result
6
of
the
failure
of
authorization
identified
in
the
action
taken
7
under
section
490.147,
subsection
1
or
2,
and
shall
be
deemed
8
a
valid
corporate
action
effective
as
of
the
date
of
the
9
defective
corporate
action.
10
2.
The
issuance
of
each
putative
share
or
fraction
of
a
11
putative
share
purportedly
issued
pursuant
to
a
defective
12
corporate
action
identified
in
the
action
taken
under
section
13
490.147
shall
not
be
void
or
voidable,
and
each
such
putative
14
share
or
fraction
of
a
putative
share
shall
be
deemed
to
be
an
15
identical
share
or
fraction
of
a
valid
share
as
of
the
time
it
16
was
purportedly
issued.
17
3.
Any
corporate
action
taken
subsequent
to
the
defective
18
corporate
action
ratified
in
accordance
with
this
part
in
19
reliance
on
such
defective
corporate
action
having
been
20
validly
effected
and
any
subsequent
defective
corporate
action
21
resulting
directly
or
indirectly
from
such
original
defective
22
corporate
action
shall
be
valid
as
of
the
time
taken.
23
Sec.
24.
NEW
SECTION
.
490.151
Filings.
24
1.
If
the
defective
corporate
action
ratified
under
this
25
part
would
have
required
under
any
other
section
of
this
26
chapter
a
filing
in
accordance
with
this
chapter,
then,
27
regardless
of
whether
a
filing
was
previously
made
in
respect
28
of
such
defective
corporate
action
and
in
lieu
of
a
filing
29
otherwise
required
by
this
chapter,
the
corporation
shall
file
30
articles
of
validation
in
accordance
with
this
section,
and
31
such
articles
of
validation
shall
serve
to
amend
or
substitute
32
for
any
other
filing
with
respect
to
such
defective
corporate
33
action
required
by
this
chapter.
34
2.
The
articles
of
validation
must
set
forth
all
of
the
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following:
1
a.
The
defective
corporate
action
that
is
the
subject
of
the
2
articles
of
validation,
including
in
the
case
of
any
defective
3
corporate
action
involving
the
issuance
of
putative
shares,
the
4
number
and
type
of
putative
shares
issued
and
the
date
or
dates
5
upon
which
such
putative
shares
were
purported
to
have
been
6
issued.
7
b.
The
date
of
the
defective
corporate
action.
8
c.
The
nature
of
the
failure
of
authorization
in
respect
of
9
the
defective
corporate
action.
10
d.
A
statement
that
the
defective
corporate
action
was
11
ratified
in
accordance
with
section
490.147,
including
12
the
date
on
which
the
board
of
directors
ratified
such
13
defective
corporate
action
and
the
date,
if
any,
on
which
14
the
shareholders
approved
the
ratification
of
such
defective
15
corporate
action.
16
e.
The
information
required
by
subsection
3.
17
3.
The
articles
of
validation
must
also
contain
the
18
following
information:
19
a.
If
a
filing
was
previously
made
in
respect
of
the
20
defective
corporate
action
and
no
changes
to
such
filing
are
21
required
to
give
effect
to
the
ratification
of
such
defective
22
corporate
action
in
accordance
with
section
490.147,
the
23
articles
of
validation
must
set
forth
all
of
the
following:
24
(1)
The
name,
title,
and
filing
date
of
the
filing
25
previously
made
and
any
articles
of
correction
to
that
filing.
26
(2)
A
statement
that
a
copy
of
the
filing
previously
made,
27
together
with
any
articles
of
correction
to
that
filing,
is
28
attached
as
an
exhibit
to
the
articles
of
validation.
29
b.
If
a
filing
was
previously
made
in
respect
of
the
30
defective
corporate
action
and
such
filing
requires
any
change
31
to
give
effect
to
the
ratification
of
such
defective
corporate
32
action
in
accordance
with
section
490.147,
the
articles
of
33
validation
must
set
forth
all
of
the
following:
34
(1)
The
name,
title,
and
filing
date
of
the
filing
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previously
made
and
any
articles
of
correction
to
that
filing.
1
(2)
A
statement
that
a
filing
containing
all
of
the
2
information
required
to
be
included
under
the
applicable
3
section
or
sections
of
this
chapter
to
give
effect
to
such
4
defective
corporate
action
is
attached
as
an
exhibit
to
the
5
articles
of
validation.
6
(3)
The
date
and
time
that
such
filing
is
deemed
to
have
7
become
effective.
8
c.
If
a
filing
was
not
previously
made
in
respect
of
the
9
defective
corporate
action
and
the
defective
corporate
action
10
ratified
under
section
490.147
would
have
required
a
filing
11
under
any
other
section
of
this
chapter,
the
articles
of
12
validation
must
set
forth
all
of
the
following:
13
(1)
A
statement
that
a
filing
containing
all
of
the
14
information
required
to
be
included
under
the
applicable
15
section
or
sections
of
this
chapter
to
give
effect
to
such
16
defective
corporate
action
is
attached
as
an
exhibit
to
the
17
articles
of
validation.
18
(2)
The
date
and
time
that
such
filing
is
deemed
to
have
19
become
effective.
20
Sec.
25.
NEW
SECTION
.
490.152
Judicial
proceedings
21
regarding
validity
of
corporate
actions.
22
1.
Upon
application
by
the
corporation,
any
successor
23
entity
to
the
corporation,
a
director
of
the
corporation,
any
24
shareholder,
beneficial
shareholder,
or
unrestricted
voting
25
trust
beneficial
owner
of
the
corporation,
including
any
26
such
shareholder,
beneficial
shareholder,
or
unrestricted
27
voting
trust
beneficial
owner
as
of
the
date
of
the
defective
28
corporate
action
ratified
under
section
490.147,
or
any
other
29
person
claiming
to
be
substantially
and
adversely
affected
by
a
30
ratification
under
section
490.147,
the
district
court
of
the
31
county
where
a
corporation’s
principal
office
or,
if
none
in
32
this
state,
its
registered
office,
is
located
may
do
all
of
the
33
following:
34
a.
Determine
the
validity
and
effectiveness
of
any
corporate
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action
or
defective
corporate
action.
1
b.
Determine
the
validity
and
effectiveness
of
any
2
ratification
under
section
490.147.
3
c.
Determine
the
validity
of
any
putative
shares.
4
d.
Modify
or
waive
any
of
the
procedures
specified
in
5
section
490.147
or
490.148
to
ratify
a
defective
corporate
6
action.
7
2.
In
connection
with
an
action
under
this
section,
the
8
court
may
make
such
findings
or
orders,
and
take
into
account
9
any
factors
or
considerations,
regarding
such
matters
as
it
10
deems
proper
under
the
circumstances.
11
3.
Service
of
process
of
the
application
under
subsection
12
1
on
the
corporation
may
be
made
in
any
manner
provided
by
13
statute
of
this
state
or
by
rule
of
the
applicable
court
for
14
service
on
the
corporation,
and
no
other
party
need
be
joined
15
in
order
for
the
court
to
adjudicate
the
matter.
In
an
action
16
filed
by
the
corporation,
the
court
may
require
notice
of
the
17
action
to
be
provided
to
other
persons
specified
by
the
court
18
and
permit
such
other
persons
to
intervene
in
the
action.
19
4.
Notwithstanding
any
other
provision
of
this
section
or
20
otherwise
under
applicable
law,
any
action
asserting
that
the
21
ratification
of
any
defective
corporate
action
and
any
putative
22
shares
issued
as
a
result
of
such
defective
corporate
action
23
should
not
be
effective,
or
should
be
effective
only
on
certain
24
conditions,
shall
be
brought
within
one
hundred
twenty
days
of
25
the
validation
effective
time.
26
Sec.
26.
Section
490.201,
Code
2021,
is
amended
by
striking
27
the
section
and
inserting
in
lieu
thereof
the
following:
28
490.201
Incorporators.
29
One
or
more
persons
may
act
as
the
incorporator
or
30
incorporators
of
a
corporation
by
delivering
articles
of
31
incorporation
to
the
secretary
of
state
for
filing.
32
Sec.
27.
Section
490.202,
Code
2021,
is
amended
by
striking
33
the
section
and
inserting
in
lieu
thereof
the
following:
34
490.202
Articles
of
incorporation.
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1.
The
articles
of
incorporation
must
set
forth
all
of
the
1
following:
2
a.
A
corporate
name
for
the
corporation
that
satisfies
the
3
requirements
of
section
490.401.
4
b.
The
number
of
shares
the
corporation
is
authorized
to
5
issue.
6
c.
The
street
and
mailing
addresses
of
the
corporation’s
7
initial
registered
office
and
the
name
of
its
initial
8
registered
agent
at
that
office.
9
d.
The
name
and
address
of
each
incorporator.
10
2.
The
articles
of
incorporation
may
set
forth
any
of
the
11
following:
12
a.
The
names
and
addresses
of
the
individuals
who
are
to
13
serve
as
the
initial
directors.
14
b.
Provisions
not
inconsistent
with
law
regarding
any
of
the
15
following:
16
(1)
The
purpose
or
purposes
for
which
the
corporation
is
17
organized.
18
(2)
Managing
the
business
and
regulating
the
affairs
of
the
19
corporation.
20
(3)
Defining,
limiting,
and
regulating
the
powers
of
the
21
corporation,
its
board
of
directors,
and
shareholders.
22
(4)
A
par
value
for
authorized
shares
or
classes
of
shares.
23
(5)
The
imposition
of
interest
holder
liability
on
24
shareholders.
25
c.
Any
provision
that
under
this
chapter
is
required
or
26
permitted
to
be
set
forth
in
the
bylaws.
27
d.
A
provision
eliminating
or
limiting
the
liability
28
of
a
director
to
the
corporation
or
its
shareholders
for
29
money
damages
for
any
action
taken,
or
any
failure
to
take
30
any
action,
as
a
director,
except
liability
for
any
of
the
31
following:
32
(1)
The
amount
of
a
financial
benefit
received
by
a
director
33
to
which
the
director
is
not
entitled.
34
(2)
An
intentional
infliction
of
harm
on
the
corporation
or
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the
shareholders.
1
(3)
A
violation
of
section
490.833.
2
(4)
An
intentional
violation
of
criminal
law.
3
e.
A
provision
permitting
or
making
obligatory
4
indemnification
of
a
director
for
liability,
as
defined
in
5
section
490.850,
to
any
person
for
any
action
taken,
or
any
6
failure
to
take
any
action,
as
a
director,
except
liability
for
7
any
of
the
following:
8
(1)
Receipt
of
a
financial
benefit
to
which
the
director
is
9
not
entitled.
10
(2)
An
intentional
infliction
of
harm
on
the
corporation
or
11
its
shareholders.
12
(3)
A
violation
of
section
490.833.
13
(4)
An
intentional
violation
of
criminal
law.
14
f.
A
provision
limiting
or
eliminating
any
duty
of
a
15
director
or
any
other
person
to
offer
the
corporation
the
16
right
to
have
or
participate
in
any,
or
one
or
more
classes
17
or
categories
of,
business
opportunities,
before
the
pursuit
18
or
taking
of
the
opportunity
by
the
director
or
other
person;
19
provided
that
any
application
of
such
a
provision
to
an
officer
20
or
a
related
person
of
that
officer
is
subject
to
all
of
the
21
following:
22
(1)
It
also
requires
approval
of
that
application
by
the
23
board
of
directors,
subsequent
to
the
effective
date
of
the
24
provision,
by
action
of
qualified
directors
taken
in
compliance
25
with
the
same
procedures
as
are
set
forth
in
section
490.862.
26
(2)
It
may
be
limited
by
the
authorizing
action
of
the
27
board.
28
3.
The
articles
of
incorporation
need
not
set
forth
any
of
29
the
corporate
powers
enumerated
in
this
chapter.
30
4.
Provisions
of
the
articles
of
incorporation
may
be
made
31
dependent
upon
facts
objectively
ascertainable
outside
the
32
articles
of
incorporation
in
accordance
with
section
490.120,
33
subsection
11.
34
5.
As
used
in
this
section,
“related
person”
has
the
meaning
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specified
in
section
490.860.
1
Sec.
28.
Section
490.203,
Code
2021,
is
amended
by
striking
2
the
section
and
inserting
in
lieu
thereof
the
following:
3
490.203
Incorporation.
4
1.
Unless
a
delayed
effective
date
is
specified,
the
5
corporate
existence
begins
when
the
articles
of
incorporation
6
are
filed.
7
2.
The
secretary
of
state’s
filing
of
the
articles
of
8
incorporation
is
conclusive
proof
that
the
incorporators
9
satisfied
all
conditions
precedent
to
incorporation
except
in
a
10
proceeding
by
the
state
to
cancel
or
revoke
the
incorporation
11
or
involuntarily
dissolve
the
corporation.
12
Sec.
29.
Section
490.205,
Code
2021,
is
amended
by
striking
13
the
section
and
inserting
in
lieu
thereof
the
following:
14
490.205
Organization
of
corporation.
15
1.
After
incorporation,
the
following
shall
apply:
16
a.
If
initial
directors
are
named
in
the
articles
17
of
incorporation,
the
initial
directors
shall
hold
an
18
organizational
meeting,
at
the
call
of
a
majority
of
the
19
directors,
to
complete
the
organization
of
the
corporation
by
20
appointing
officers,
adopting
bylaws,
and
carrying
on
any
other
21
business
brought
before
the
meeting.
22
b.
If
initial
directors
are
not
named
in
the
articles
of
23
incorporation,
the
incorporator
or
incorporators
shall
hold
24
an
organizational
meeting
at
the
call
of
a
majority
of
the
25
incorporators
to
do
any
of
the
following:
26
(1)
Elect
initial
directors
and
complete
the
organization
27
of
the
corporation.
28
(2)
Elect
a
board
of
directors
who
shall
complete
the
29
organization
of
the
corporation.
30
2.
Action
required
or
permitted
by
this
chapter
to
be
taken
31
by
incorporators
at
an
organizational
meeting
may
be
taken
32
without
a
meeting
if
the
action
taken
is
evidenced
by
one
or
33
more
written
consents
describing
the
action
taken
and
signed
by
34
each
incorporator.
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3.
An
organizational
meeting
may
be
held
in
or
out
of
this
1
state.
2
Sec.
30.
Section
490.206,
Code
2021,
is
amended
by
striking
3
the
section
and
inserting
in
lieu
thereof
the
following:
4
490.206
Bylaws.
5
1.
The
incorporators
or
board
of
directors
of
a
corporation
6
shall
adopt
initial
bylaws
for
the
corporation.
7
2.
The
bylaws
of
a
corporation
may
contain
any
provision
8
that
is
not
inconsistent
with
law
or
the
articles
of
9
incorporation.
10
3.
The
bylaws
may
contain
any
of
the
following
provisions:
11
a.
A
requirement
that
if
the
corporation
solicits
proxies
12
or
consents
with
respect
to
an
election
of
directors,
the
13
corporation
include
in
its
proxy
statement
and
any
form
14
of
its
proxy
or
consent,
to
the
extent
and
subject
to
such
15
procedures
or
conditions
as
are
provided
in
the
bylaws,
one
16
or
more
individuals
nominated
by
a
shareholder
in
addition
to
17
individuals
nominated
by
the
board
of
directors.
18
b.
A
requirement
that
the
corporation
reimburse
the
expenses
19
incurred
by
a
shareholder
in
soliciting
proxies
or
consents
in
20
connection
with
an
election
of
directors,
to
the
extent
and
21
subject
to
such
procedures
and
conditions
as
are
provided
in
22
the
bylaws,
provided
that
no
bylaw
so
adopted
shall
apply
to
23
elections
for
which
any
record
date
precedes
its
adoption.
24
4.
Notwithstanding
section
490.1020,
subsection
2,
25
paragraph
“b”
,
the
shareholders
in
amending,
repealing,
or
26
adopting
a
bylaw
described
in
subsection
3
shall
not
limit
the
27
authority
of
the
board
of
directors
to
amend
or
repeal
any
28
condition
or
procedure
set
forth
in
or
to
add
any
procedure
29
or
condition
to
such
a
bylaw
to
provide
for
a
reasonable,
30
practical,
and
orderly
process.
31
Sec.
31.
Section
490.207,
Code
2021,
is
amended
by
striking
32
the
section
and
inserting
in
lieu
thereof
the
following:
33
490.207
Emergency
bylaws.
34
1.
Unless
the
articles
of
incorporation
provide
otherwise,
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the
board
of
directors
may
adopt
bylaws
to
be
effective
only
in
1
an
emergency
as
defined
in
subsection
4.
The
emergency
bylaws,
2
which
are
subject
to
amendment
or
repeal
by
the
shareholders,
3
may
make
all
provisions
necessary
for
managing
the
corporation
4
during
the
emergency,
including
any
of
the
following:
5
a.
Procedures
for
calling
a
meeting
of
the
board
of
6
directors.
7
b.
Quorum
requirements
for
the
meeting.
8
c.
Designation
of
additional
or
substitute
directors.
9
2.
All
provisions
of
the
regular
bylaws
not
inconsistent
10
with
the
emergency
bylaws
remain
effective
during
the
11
emergency.
The
emergency
bylaws
are
not
effective
after
the
12
emergency
ends.
13
3.
Corporate
action
taken
in
good
faith
in
accordance
with
14
the
emergency
bylaws
has
all
of
the
following
effects:
15
a.
The
action
binds
the
corporation.
16
b.
The
action
shall
not
be
used
to
impose
liability
on
a
17
director,
officer,
employee,
or
agent
of
the
corporation.
18
4.
An
emergency
exists
for
purposes
of
this
section
if
a
19
quorum
of
the
board
of
directors
cannot
readily
be
assembled
20
because
of
some
catastrophic
event.
21
Sec.
32.
NEW
SECTION
.
490.208
Forum
selection
provisions.
22
1.
The
articles
of
incorporation
or
bylaws
may
require
23
that
any
or
all
internal
corporate
claims
shall
be
brought
24
exclusively
in
any
specified
court
or
courts
of
this
state
25
and,
if
so
specified,
in
any
additional
courts
in
this
state
26
or
in
any
other
jurisdictions
with
which
the
corporation
has
a
27
reasonable
relationship.
28
2.
A
provision
of
the
articles
of
incorporation
or
bylaws
29
adopted
under
subsection
1
shall
not
have
the
effect
of
30
conferring
jurisdiction
on
any
court
or
over
any
person
or
31
claim,
and
shall
not
apply
if
none
of
the
courts
specified
32
by
such
provision
has
the
requisite
personal
and
subject
33
matter
jurisdiction.
If
the
court
or
courts
of
this
state
34
specified
in
a
provision
adopted
under
subsection
1
do
not
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have
the
requisite
personal
and
subject
matter
jurisdiction
1
and
another
court
of
this
state
does
have
such
jurisdiction,
2
then
the
internal
corporate
claim
may
be
brought
in
such
other
3
court
of
this
state,
notwithstanding
that
such
other
court
4
of
this
state
is
not
specified
in
such
provision,
and
in
any
5
other
court
specified
in
such
provision
that
has
the
requisite
6
jurisdiction.
7
3.
No
provision
of
the
articles
of
incorporation
or
bylaws
8
may
prohibit
bringing
an
internal
corporate
claim
in
the
9
courts
of
this
state
or
require
such
claims
to
be
determined
10
by
arbitration.
11
4.
“Internal
corporate
claim”
means,
for
the
purposes
of
12
this
section,
any
of
the
following:
13
a.
Any
claim
that
is
based
upon
a
violation
of
a
duty
14
under
the
laws
of
this
state
by
a
current
or
former
director,
15
officer,
or
shareholder
in
such
capacity.
16
b.
Any
derivative
action
or
proceeding
brought
on
behalf
of
17
the
corporation.
18
c.
Any
action
asserting
a
claim
arising
pursuant
to
any
19
provision
of
this
chapter
or
the
articles
of
incorporation
or
20
bylaws.
21
d.
Any
action
asserting
a
claim
governed
by
the
internal
22
affairs
doctrine
that
is
not
included
in
paragraphs
“a”
through
23
“c”
.
24
Sec.
33.
NEW
SECTION
.
490.209
Foreign-trade
zone
25
corporation.
26
A
corporation
may
be
organized
under
the
laws
of
this
state
27
for
the
purpose
of
establishing,
operating,
and
maintaining
28
a
foreign-trade
zone
as
defined
in
19
U.S.C.
§81(a).
A
29
corporation
organized
for
the
purposes
set
forth
in
this
30
section
has
all
powers
necessary
or
convenient
for
applying
31
for
a
grant
of
authority
to
establish,
operate,
and
maintain
32
a
foreign-trade
zone
under
19
U.S.C.
§81(a)
et
seq.,
and
33
regulations
promulgated
under
that
law,
and
for
establishing,
34
operating,
and
maintaining
a
foreign-trade
zone
pursuant
to
35
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that
grant
of
authority.
1
Sec.
34.
Section
490.302,
Code
2021,
is
amended
by
striking
2
the
section
and
inserting
in
lieu
thereof
the
following:
3
490.302
General
powers.
4
Unless
its
articles
of
incorporation
provide
otherwise,
5
every
corporation
has
perpetual
duration
and
succession
in
its
6
corporate
name
and
has
the
same
powers
as
an
individual
to
do
7
all
things
necessary
or
convenient
to
carry
out
its
business
8
and
affairs,
including
the
power
to
do
all
of
the
following:
9
1.
Sue
and
be
sued,
complain,
and
defend
in
its
corporate
10
name.
11
2.
Have
a
corporate
seal,
which
may
be
altered
at
will,
and
12
to
use
it,
or
a
facsimile
of
it,
by
impressing
or
affixing
it
or
13
in
any
other
manner
reproducing
it.
14
3.
Make
and
amend
bylaws,
not
inconsistent
with
its
articles
15
of
incorporation
or
with
the
laws
of
this
state,
for
managing
16
the
business
and
regulating
the
affairs
of
the
corporation.
17
4.
Purchase,
receive,
lease,
or
otherwise
acquire,
and
own,
18
hold,
improve,
use,
and
otherwise
deal
with,
real
or
personal
19
property,
or
any
legal
or
equitable
interest
in
property,
20
wherever
located.
21
5.
Sell,
convey,
mortgage,
pledge,
lease,
exchange,
and
22
otherwise
dispose
of
all
or
any
part
of
its
property.
23
6.
Purchase,
receive,
subscribe
for,
or
otherwise
acquire,
24
own,
hold,
vote,
use,
sell,
mortgage,
lend,
pledge,
or
25
otherwise
dispose
of,
and
deal
in
and
with
shares
or
other
26
interests
in,
or
obligations
of,
any
other
entity.
27
7.
Make
contracts
and
guarantees,
incur
liabilities,
28
borrow
money,
issue
its
notes,
bonds,
and
other
securities
29
and
obligations,
which
may
be
convertible
into
or
include
the
30
option
to
purchase
other
securities
of
the
corporation,
and
31
secure
any
of
its
obligations
by
mortgage
or
pledge
of
any
of
32
its
property,
franchises,
or
income.
33
8.
Lend
money,
invest
and
reinvest
its
funds,
and
receive
34
and
hold
real
and
personal
property
as
security
for
repayment.
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9.
Be
a
promoter,
partner,
member,
associate,
or
manager
of
1
any
partnership,
joint
venture,
trust,
or
other
entity.
2
10.
Conduct
its
business,
locate
offices,
and
exercise
the
3
powers
granted
by
this
chapter
within
or
without
this
state.
4
11.
Elect
directors
and
appoint
officers,
employees,
and
5
agents
of
the
corporation,
define
their
duties,
fix
their
6
compensation,
and
lend
them
money
and
credit.
7
12.
Pay
pensions
and
establish
pension
plans,
pension
8
trusts,
profit
sharing
plans,
share
bonus
plans,
share
option
9
plans,
and
benefit
or
incentive
plans
for
any
or
all
of
its
10
current
or
former
directors,
officers,
employees,
and
agents.
11
13.
Make
donations
for
the
public
welfare
or
for
charitable,
12
scientific,
or
educational
purposes.
13
14.
Transact
any
lawful
business
that
will
aid
governmental
14
policy.
15
15.
Make
payments
or
donations,
or
do
any
other
act,
not
16
inconsistent
with
law,
that
furthers
the
business
and
affairs
17
of
the
corporation.
18
Sec.
35.
Section
490.303,
Code
2021,
is
amended
by
striking
19
the
section
and
inserting
in
lieu
thereof
the
following:
20
490.303
Emergency
powers.
21
1.
In
anticipation
of
or
during
an
emergency
as
defined
in
22
subsection
4,
the
board
of
directors
of
a
corporation
may
do
23
all
of
the
following:
24
a.
Modify
lines
of
succession
to
accommodate
the
incapacity
25
of
any
director,
officer,
employee,
or
agent.
26
b.
Relocate
the
principal
office,
designate
alternative
27
principal
offices
or
regional
offices,
or
authorize
the
28
officers
to
do
so.
29
2.
During
an
emergency
as
defined
in
subsection
4,
unless
30
emergency
bylaws
provide
otherwise:
31
a.
Notice
of
a
meeting
of
the
board
of
directors
need
be
32
given
only
to
those
directors
whom
it
is
practicable
to
reach
33
and
may
be
given
in
any
practicable
manner.
34
b.
One
or
more
officers
of
the
corporation
present
at
a
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meeting
of
the
board
of
directors
may
be
deemed
to
be
directors
1
for
the
meeting,
in
order
of
rank
and
within
the
same
rank
in
2
order
of
seniority,
as
necessary
to
achieve
a
quorum.
3
3.
Corporate
action
taken
in
good
faith
during
an
emergency
4
under
this
section
to
further
the
ordinary
business
affairs
of
5
the
corporation
shall
both:
6
a.
Bind
the
corporation.
7
b.
Not
be
used
to
impose
liability
on
a
corporate
director,
8
officer,
employee,
or
agent.
9
4.
An
emergency
exists
for
purposes
of
this
section
if
a
10
quorum
of
the
board
of
directors
cannot
readily
be
assembled
11
because
of
some
catastrophic
event.
12
Sec.
36.
Section
490.401,
Code
2021,
is
amended
by
striking
13
the
section
and
inserting
in
lieu
thereof
the
following:
14
490.401
Corporate
name.
15
1.
A
corporate
name
is
subject
to
all
of
the
following:
16
a.
It
must
contain
the
word
“corporation”,
“incorporated”,
17
“company”,
or
“limited”,
or
the
abbreviation
“corp.”,
“inc.”,
18
“co.”,
or
“ltd.”,
or
words
or
abbreviations
of
like
import
in
19
another
language.
20
b.
It
must
not
contain
language
stating
or
implying
that
21
the
corporation
is
organized
for
a
purpose
other
than
that
22
permitted
by
section
490.301
and
its
articles
of
incorporation.
23
2.
Except
as
authorized
by
subsections
3
and
4,
a
corporate
24
name
must
be
distinguishable
upon
the
records
of
the
secretary
25
of
state
from
all
of
the
following:
26
a.
The
corporate
name
of
a
corporation
incorporated
in
27
this
state
which
is
not
administratively
dissolved,
or
if
such
28
corporation
has
been
administratively
dissolved,
within
five
29
years
after
the
effective
date
of
dissolution.
30
b.
A
corporate
name
reserved
or
registered
under
section
31
490.402
or
490.403
or
any
similar
provision
of
the
law
of
this
32
state.
33
c.
The
name
of
a
foreign
corporation
registered
to
do
34
business
in
this
state
or
an
alternate
name
adopted
by
a
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foreign
corporation
registered
to
do
business
in
this
state
1
because
its
corporate
name
is
unavailable.
2
d.
The
corporate
name
of
a
nonprofit
corporation
3
incorporated
in
this
state
which
is
not
administratively
4
dissolved.
5
e.
The
name
of
a
foreign
nonprofit
corporation
registered
6
to
do
business
in
this
state
or
an
alternate
name
adopted
by
a
7
foreign
nonprofit
corporation
registered
to
conduct
activities
8
in
this
state
because
its
real
name
is
unavailable.
9
f.
The
name
of
a
domestic
filing
entity
which
is
not
10
administratively
dissolved.
11
g.
The
name
of
a
foreign
unincorporated
entity
registered
12
to
do
business
in
this
state
or
an
alternate
name
adopted
by
13
such
an
entity
registered
to
conduct
activities
in
this
state
14
because
its
real
name
is
unavailable.
15
h.
A
name
reserved,
registered,
or
protected
as
follows:
16
(1)
For
a
limited
liability
partnership,
section
486A.1001
17
or
486A.1002.
18
(2)
For
a
limited
partnership,
section
488.108,
488.109,
or
19
488.810.
20
(3)
For
a
business
corporation,
this
section,
or
section
21
490.402,
490.403,
or
490.1422.
22
(4)
For
a
limited
liability
company
under
chapter
489,
23
section
489.108,
489.109,
or
489.706.
24
(5)
For
a
nonprofit
corporation,
section
504.401,
504.402,
25
504.403,
or
504.1423.
26
3.
A
corporation
may
apply
to
the
secretary
of
state
for
27
authorization
to
use
a
name
that
is
not
distinguishable
upon
28
the
secretary
of
state’s
records
from
one
or
more
of
the
names
29
described
in
subsection
2.
The
secretary
of
state
shall
30
authorize
use
of
the
name
applied
for
if
any
of
the
following
31
conditions
apply:
32
a.
The
other
corporation
or
unincorporated
entity
consents
33
to
the
use
in
writing
and
submits
an
undertaking
in
form
34
satisfactory
to
the
secretary
of
state
to
change
its
name
to
a
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name
that
is
distinguishable
upon
the
records
of
the
secretary
1
of
state
from
the
name
of
the
applying
corporation.
2
b.
The
applicant
delivers
to
the
secretary
of
state
a
3
certified
copy
of
the
final
judgment
of
a
court
of
competent
4
jurisdiction
establishing
the
applicant’s
right
to
use
the
name
5
applied
for
in
this
state.
6
4.
A
corporation
may
use
the
name,
including
the
fictitious
7
name,
of
another
domestic
or
foreign
corporation
that
is
used
8
in
this
state
if
the
other
corporation
is
incorporated
or
9
authorized
to
transact
business
in
this
state
and
the
proposed
10
user
corporation
submits
documentation
to
the
satisfaction
11
of
the
secretary
of
state
establishing
any
of
the
following
12
conditions:
13
a.
Has
merged
with
the
other
corporation.
14
b.
Has
been
formed
by
reorganization
of
the
other
15
corporation.
16
c.
Has
acquired
all
or
substantially
all
of
the
assets,
17
including
the
corporate
name,
of
the
other
corporation.
18
5.
This
chapter
does
not
control
the
use
of
fictitious
19
names;
however,
if
a
corporation
or
a
foreign
corporation
20
uses
a
fictitious
name
in
this
state,
it
shall
deliver
to
the
21
secretary
of
state
for
filing
a
copy
of
the
resolution
of
its
22
board
of
directors,
certified
by
its
secretary,
adopting
the
23
fictitious
name.
24
Sec.
37.
Section
490.402,
Code
2021,
is
amended
by
striking
25
the
section
and
inserting
in
lieu
thereof
the
following:
26
490.402
Reserved
name.
27
1.
A
person
may
reserve
the
exclusive
use
of
a
corporate
28
name,
including
a
fictitious
or
alternate
name
for
a
foreign
29
corporation
whose
corporate
name
is
not
available,
by
30
delivering
an
application
to
the
secretary
of
state
for
31
filing.
The
application
must
set
forth
the
name
and
address
32
of
the
applicant
and
the
name
proposed
to
be
reserved.
If
the
33
secretary
of
state
finds
that
the
corporate
name
applied
for
is
34
available,
the
secretary
of
state
shall
reserve
the
name
for
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the
applicant’s
exclusive
use
for
a
nonrenewable
one
hundred
1
twenty-day
period.
2
2.
The
owner
of
a
reserved
corporate
name
may
transfer
the
3
reservation
to
another
person
by
delivering
to
the
secretary
of
4
state
a
signed
notice
of
the
transfer
that
states
the
name
and
5
address
of
the
transferee.
6
Sec.
38.
Section
490.403,
Code
2021,
is
amended
by
striking
7
the
section
and
inserting
in
lieu
thereof
the
following:
8
490.403
Registered
name.
9
1.
A
foreign
corporation
may
register
its
corporate
10
name,
or
its
corporate
name
with
the
addition
of
any
word
11
or
abbreviation
listed
in
section
490.401,
subsection
1,
12
paragraph
“a”
,
if
necessary
for
the
corporate
name
to
comply
13
with
section
490.401,
subsection
1,
paragraph
“a”
,
if
the
name
14
is
distinguishable
upon
the
records
of
the
secretary
of
state
15
from
the
corporate
names
that
are
not
available
under
section
16
490.401,
subsection
2.
17
2.
A
foreign
corporation
registers
its
corporate
name,
or
18
its
corporate
name
with
any
addition
permitted
by
subsection
19
1,
by
delivering
to
the
secretary
of
state
for
filing
an
20
application
that
complies
with
all
of
the
following:
21
a.
Sets
forth
that
name,
the
state
or
country
and
date
of
22
its
incorporation,
and
a
brief
description
of
the
nature
of
the
23
business
which
is
to
be
conducted
in
this
state.
24
b.
Is
accompanied
by
a
certificate
of
existence,
or
a
25
document
of
similar
import,
from
the
state
or
country
of
26
incorporation.
27
3.
The
name
is
registered
for
the
applicant’s
exclusive
28
use
upon
the
effective
date
of
the
application
and
for
the
29
remainder
of
the
calendar
year,
unless
renewed.
30
4.
A
foreign
corporation
whose
name
registration
is
31
effective
may
renew
it
for
successive
years
by
delivering
32
to
the
secretary
of
state
for
filing
a
renewal
application,
33
which
complies
with
the
requirements
of
subsection
2,
between
34
October
1
and
December
31
of
the
preceding
year.
The
renewal
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application
when
filed
renews
the
registration
for
the
1
following
calendar
year.
2
5.
a.
A
foreign
corporation
whose
name
registration
is
3
effective
may
thereafter
do
any
of
the
following:
4
(1)
Register
to
do
business
as
a
foreign
corporation
under
5
the
registered
name,
if
it
complies
with
section
490.401,
6
subsection
1,
paragraph
“b”
.
7
(2)
Consent
in
writing
to
the
use
of
that
name
by
a
domestic
8
corporation
thereafter
incorporated
under
this
chapter
or
by
9
another
foreign
corporation.
10
b.
The
registration
terminates
when
the
domestic
corporation
11
is
incorporated
or
the
foreign
corporation
registers
to
do
12
business
under
that
name.
13
Sec.
39.
Section
490.501,
Code
2021,
is
amended
by
striking
14
the
section
and
inserting
in
lieu
thereof
the
following:
15
490.501
Registered
office
and
agent
of
domestic
and
16
registered
foreign
corporations.
17
1.
Each
corporation
shall
continuously
maintain
in
this
18
state
all
of
the
following:
19
a.
A
registered
office
that
may
be
the
same
as
any
of
its
20
places
of
business.
21
b.
A
registered
agent,
which
may
be
any
of
the
following:
22
(1)
An
individual
who
resides
in
this
state
and
whose
23
business
office
is
identical
with
the
registered
office.
24
(2)
A
domestic
or
foreign
corporation
or
eligible
entity
25
whose
business
office
is
identical
with
the
registered
office
26
and,
in
the
case
of
a
foreign
corporation
or
foreign
eligible
27
entity,
is
registered
to
do
business
in
this
state.
28
2.
As
used
in
this
subchapter,
“corporation”
means
both
a
29
domestic
corporation
and
a
registered
foreign
corporation.
30
Sec.
40.
Section
490.502,
Code
2021,
is
amended
by
striking
31
the
section
and
inserting
in
lieu
thereof
the
following:
32
490.502
Change
of
registered
office
or
registered
agent.
33
1.
A
corporation
may
change
its
registered
office
or
34
registered
agent
by
delivering
to
the
secretary
of
state
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for
filing
a
statement
of
change
that
sets
forth
all
of
the
1
following:
2
a.
The
name
of
the
corporation.
3
b.
The
street
and
mailing
addresses
of
its
current
4
registered
office.
5
c.
If
the
current
registered
office
is
to
be
changed,
the
6
street
and
mailing
addresses
of
the
new
registered
office.
7
d.
The
name
of
its
current
registered
agent.
8
e.
If
the
current
registered
agent
is
to
be
changed,
the
9
name
of
the
new
registered
agent
and
the
new
agent’s
written
10
consent,
either
on
the
statement
or
attached
to
it,
to
the
11
appointment.
12
f.
That
after
the
change
or
changes
are
made,
the
street
and
13
mailing
addresses
of
its
registered
office
and
of
the
business
14
office
of
its
registered
agent
will
be
identical.
15
2.
If
the
street
or
mailing
address
of
a
registered
agent’s
16
business
office
changes,
the
agent
shall
change
the
street
or
17
mailing
address
of
the
registered
office
of
any
corporation
for
18
which
the
agent
is
the
registered
agent
by
delivering
a
signed
19
written
notice
of
the
change
to
the
corporation
and
delivering
20
to
the
secretary
of
state
for
filing
a
signed
statement
that
21
complies
with
the
requirements
of
subsection
1
and
states
that
22
the
corporation
has
been
notified
of
the
change.
23
3.
If
a
registered
agent
changes
the
registered
agent’s
24
business
address
to
another
place,
the
registered
agent
may
25
change
the
business
address
and
the
address
of
the
registered
26
agent
by
filing
a
statement
as
required
in
subsection
2
for
27
each
corporation,
or
a
single
statement
for
all
corporations
28
named
in
the
notice,
except
that
it
need
be
signed
only
by
the
29
registered
agent
and
need
not
be
responsive
to
subsection
1,
30
paragraph
“e”
,
and
must
recite
that
a
copy
of
the
statement
has
31
been
mailed
to
each
corporation
named
in
the
notice.
32
4.
A
corporation
may
also
change
its
registered
office
or
33
registered
agent
in
its
biennial
report
as
provided
in
section
34
490.1622.
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Sec.
41.
Section
490.503,
Code
2021,
is
amended
by
striking
1
the
section
and
inserting
in
lieu
thereof
the
following:
2
490.503
Resignation
of
registered
agent.
3
1.
A
registered
agent
may
resign
as
agent
for
a
corporation
4
by
delivering
to
the
secretary
of
state
for
filing
a
statement
5
of
resignation
signed
by
the
agent
which
shall
state
all
of
the
6
following:
7
a.
The
name
of
the
corporation.
8
b.
The
name
of
the
agent.
9
c.
The
agent
resigns
from
serving
as
registered
agent
for
10
the
corporation.
11
d.
The
address
of
the
corporation
to
which
the
agent
will
12
deliver
the
notice
required
by
subsection
3.
13
2.
A
statement
of
resignation
takes
effect
on
the
earlier
14
of
the
following:
15
a.
12:01
a.m.
on
the
thirty-first
day
after
the
day
on
which
16
it
is
filed
by
the
secretary
of
state.
17
b.
The
designation
of
a
new
registered
agent
for
the
18
corporation.
19
3.
A
registered
agent
promptly
shall
deliver
to
the
20
corporation
notice
of
the
date
on
which
a
statement
of
21
resignation
was
delivered
to
the
secretary
of
state
for
filing.
22
4.
When
a
statement
of
resignation
takes
effect,
the
person
23
that
resigned
ceases
to
have
responsibility
under
this
chapter
24
for
any
matter
thereafter
tendered
to
it
as
agent
for
the
25
corporation.
The
resignation
does
not
affect
any
contractual
26
rights
the
corporation
has
against
the
agent
or
that
the
agent
27
has
against
the
corporation.
28
5.
A
registered
agent
may
resign
with
respect
to
a
29
corporation
regardless
of
whether
the
corporation
is
in
good
30
standing.
31
Sec.
42.
Section
490.504,
Code
2021,
is
amended
by
striking
32
the
section
and
inserting
in
lieu
thereof
the
following:
33
490.504
Service
on
corporation.
34
1.
A
corporation’s
registered
agent
is
the
corporation’s
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agent
for
service
of
process,
notice,
or
demand
required
or
1
permitted
by
law
to
be
served
on
the
corporation.
2
2.
If
a
corporation
has
no
registered
agent,
or
the
agent
3
cannot
with
reasonable
diligence
be
served,
the
corporation
4
may
be
served
by
registered
or
certified
mail,
return
receipt
5
requested,
addressed
to
the
secretary
at
the
corporation’s
6
principal
office.
Service
is
perfected
under
this
subsection
7
at
the
earliest
of
the
following:
8
a.
The
date
the
corporation
receives
the
mail.
9
b.
The
date
shown
on
the
return
receipt,
if
signed
on
behalf
10
of
the
corporation.
11
c.
Five
days
after
its
deposit
in
the
United
States
mail,
12
as
evidenced
by
the
postmark,
if
mailed
postpaid
and
correctly
13
addressed.
14
3.
a.
The
secretary
of
state
shall
be
an
agent
of
the
15
corporation
upon
whom
process,
notice,
or
demand
may
be
served,
16
if
any
of
the
following
applies:
17
(1)
The
process,
notice,
or
demand
cannot
be
served
on
a
18
corporation
pursuant
to
subsection
1
or
2.
19
(2)
The
process,
notice,
or
demand
is
to
be
served
on
20
a
registered
foreign
corporation
that
has
withdrawn
its
21
registration
pursuant
to
section
490.1507
or
490.1509,
or
the
22
registration
of
which
has
been
terminated
pursuant
to
section
23
490.1511.
24
b.
Service
of
any
process,
notice,
or
demand
on
the
25
secretary
of
state
as
agent
for
a
corporation
may
be
made
by
26
delivering
to
the
secretary
of
state
duplicate
copies
of
the
27
process,
notice,
or
demand.
If
process,
notice,
or
demand
28
is
served
on
the
secretary
of
state,
the
secretary
of
state
29
shall
forward
one
of
the
copies
by
registered
or
certified
30
mail,
return
receipt
requested,
to
the
corporation
at
the
31
last
address
shown
in
the
records
of
the
secretary
of
state.
32
Service
is
effected
under
this
subsection
at
the
earliest
of
33
the
following:
34
(1)
The
date
the
corporation
receives
the
process,
notice,
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or
demand.
1
(2)
The
date
shown
on
the
return
receipt,
if
signed
on
2
behalf
of
the
corporation.
3
(3)
Five
days
after
the
process,
notice,
or
demand
is
4
deposited
with
the
United
States
mail
by
the
secretary
of
5
state.
6
4.
This
section
does
not
prescribe
the
only
means,
or
7
necessarily
the
required
means,
of
serving
a
corporation.
8
Sec.
43.
Section
490.601,
Code
2021,
is
amended
by
striking
9
the
section
and
inserting
in
lieu
thereof
the
following:
10
490.601
Authorized
shares.
11
1.
The
articles
of
incorporation
must
set
forth
any
classes
12
of
shares
and
series
of
shares
within
a
class,
and
the
number
13
of
shares
of
each
class
and
series,
that
the
corporation
is
14
authorized
to
issue.
If
more
than
one
class
or
series
of
15
shares
is
authorized,
the
articles
of
incorporation
must
16
prescribe
a
distinguishing
designation
for
each
class
or
series
17
and,
before
the
issuance
of
shares
of
a
class
or
series,
18
describe
the
terms,
including
the
preferences,
rights,
and
19
limitations
of
that
class
or
series.
Except
to
the
extent
20
varied
as
permitted
by
this
section,
all
shares
of
a
class
or
21
series
must
have
terms,
including
preferences,
rights,
and
22
limitations
that
are
identical
with
those
of
other
shares
of
23
the
same
class
or
series.
24
2.
The
articles
of
incorporation
must
authorize
all
of
the
25
following:
26
a.
One
or
more
classes
or
series
of
shares
that
together
27
have
full
voting
rights.
28
b.
One
or
more
classes
or
series
of
shares,
which
may
be
29
the
same
class,
classes,
or
series
as
those
with
voting
rights,
30
that
together
are
entitled
to
receive
the
net
assets
of
the
31
corporation
upon
dissolution.
32
3.
The
articles
of
incorporation
may
authorize
one
or
more
33
classes
or
series
of
shares
that
have
any
of
the
following
34
characteristics:
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a.
Have
special,
conditional,
or
limited
voting
rights,
or
1
no
right
to
vote,
except
to
the
extent
otherwise
provided
by
2
this
chapter.
3
b.
Are
redeemable
or
convertible
as
specified
in
the
4
articles
of
incorporation
in
any
of
the
following
ways:
5
(1)
At
the
option
of
the
corporation,
the
shareholder,
or
6
another
person
or
upon
the
occurrence
of
a
specified
event.
7
(2)
For
cash,
indebtedness,
securities,
or
other
property.
8
(3)
At
prices
and
in
amounts
specified
or
determined
in
9
accordance
with
a
formula.
10
c.
Entitle
the
holders
to
distributions
calculated
in
11
any
manner,
including
dividends
that
may
be
cumulative,
12
noncumulative,
or
partially
cumulative.
13
d.
Have
preference
over
any
other
class
or
series
of
shares
14
with
respect
to
distributions,
including
distributions
upon
the
15
dissolution
of
the
corporation.
16
4.
The
terms
of
shares
may
be
made
dependent
upon
facts
17
objectively
ascertainable
outside
the
articles
of
incorporation
18
in
accordance
with
section
490.120,
subsection
11.
19
5.
Any
of
the
terms
of
shares
may
vary
among
holders
of
the
20
same
class
or
series
so
long
as
such
variations
are
expressly
21
set
forth
in
the
articles
of
incorporation.
22
6.
The
description
of
the
preferences,
rights,
and
23
limitations
of
classes
or
series
of
shares
in
subsection
3
is
24
not
exhaustive.
25
Sec.
44.
Section
490.602,
Code
2021,
is
amended
by
striking
26
the
section
and
inserting
in
lieu
thereof
the
following:
27
490.602
Terms
of
class
or
series
determined
by
board
of
28
directors.
29
1.
If
the
articles
of
incorporation
so
provide,
the
board
30
of
directors
is
authorized,
without
shareholder
approval,
to
31
do
any
of
the
following:
32
a.
Classify
any
unissued
shares
into
one
or
more
classes
or
33
into
one
or
more
series
within
a
class.
34
b.
Reclassify
any
unissued
shares
of
any
class
into
one
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or
more
classes
or
into
one
or
more
series
within
one
or
more
1
classes.
2
c.
Reclassify
any
unissued
shares
of
any
series
of
any
class
3
into
one
or
more
classes
or
into
one
or
more
series
within
a
4
class.
5
2.
If
the
board
of
directors
acts
pursuant
to
subsection
6
1,
it
shall
determine
the
terms,
including
the
preferences,
7
rights,
and
limitations,
to
the
same
extent
permitted
under
8
section
490.601,
of
any
of
the
following:
9
a.
Any
class
of
shares
before
the
issuance
of
any
shares
of
10
that
class.
11
b.
Any
series
within
a
class
before
the
issuance
of
any
12
shares
of
that
series.
13
3.
Before
issuing
any
shares
of
a
class
or
series
created
14
under
this
section,
the
corporation
shall
deliver
to
the
15
secretary
of
state
for
filing
articles
of
amendment
setting
16
forth
the
terms
determined
under
subsection
1.
17
Sec.
45.
Section
490.603,
Code
2021,
is
amended
by
striking
18
the
section
and
inserting
in
lieu
thereof
the
following:
19
490.603
Issued
and
outstanding
shares.
20
1.
A
corporation
may
issue
the
number
of
shares
of
each
21
class
or
series
authorized
by
the
articles
of
incorporation.
22
Shares
that
are
issued
are
outstanding
shares
until
they
are
23
reacquired,
redeemed,
converted,
or
canceled.
24
2.
The
reacquisition,
redemption,
or
conversion
of
25
outstanding
shares
is
subject
to
the
limitations
of
subsection
26
3
and
to
section
490.640.
27
3.
At
all
times
that
shares
of
the
corporation
are
28
outstanding,
one
or
more
shares
that
together
have
full
voting
29
rights
and
one
or
more
shares
that
together
are
entitled
to
30
receive
the
net
assets
of
the
corporation
upon
dissolution
must
31
be
outstanding.
32
Sec.
46.
Section
490.604,
Code
2021,
is
amended
by
striking
33
the
section
and
inserting
in
lieu
thereof
the
following:
34
490.604
Fractional
shares.
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1.
A
corporation
may
issue
fractions
of
a
share
or
in
lieu
1
of
doing
so
may
do
any
of
the
following:
2
a.
Pay
in
cash
the
value
of
fractions
of
a
share.
3
b.
Issue
scrip
in
registered
or
bearer
form
entitling
the
4
holder
to
receive
a
full
share
upon
surrendering
enough
scrip
5
to
equal
a
full
share.
6
c.
Arrange
for
disposition
of
fractional
shares
by
the
7
holders
of
such
shares.
8
2.
Each
certificate
representing
scrip
must
be
9
conspicuously
labeled
“scrip”
and
must
contain
the
information
10
required
by
section
490.625,
subsection
2.
11
3.
The
holder
of
a
fractional
share
is
entitled
to
exercise
12
the
rights
of
a
shareholder,
including
the
rights
to
vote,
13
to
receive
dividends,
and
to
receive
distributions
upon
14
dissolution.
The
holder
of
scrip
is
not
entitled
to
any
of
15
these
rights
unless
the
scrip
provides
for
them.
16
4.
The
board
of
directors
may
authorize
the
issuance
of
17
scrip
subject
to
any
condition,
including
any
of
the
following:
18
a.
That
the
scrip
will
become
void
if
not
exchanged
for
full
19
shares
before
a
specified
date.
20
b.
That
the
shares
for
which
the
scrip
is
exchangeable
may
21
be
sold
and
the
proceeds
paid
to
the
scripholders.
22
Sec.
47.
Section
490.620,
Code
2021,
is
amended
by
striking
23
the
section
and
inserting
in
lieu
thereof
the
following:
24
490.620
Subscription
for
shares
before
incorporation.
25
1.
A
subscription
for
shares
entered
into
before
26
incorporation
is
irrevocable
for
six
months
unless
the
27
subscription
agreement
provides
a
longer
or
shorter
period
or
28
all
the
subscribers
agree
to
revocation.
29
2.
The
board
of
directors
may
determine
the
payment
terms
30
of
subscriptions
for
shares
that
were
entered
into
before
31
incorporation,
unless
the
subscription
agreement
specifies
32
them.
A
call
for
payment
by
the
board
of
directors
must
be
33
uniform
so
far
as
practicable
as
to
all
shares
of
the
same
34
class
or
series,
unless
the
subscription
agreement
specifies
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otherwise.
1
3.
Shares
issued
pursuant
to
subscriptions
entered
into
2
before
incorporation
are
fully
paid
and
nonassessable
when
3
the
corporation
receives
the
consideration
specified
in
the
4
subscription
agreement.
5
4.
If
a
subscriber
defaults
in
payment
of
cash
or
6
property
under
a
subscription
agreement
entered
into
before
7
incorporation,
the
corporation
may
collect
the
amount
owed
8
as
any
other
debt.
Alternatively,
unless
the
subscription
9
agreement
provides
otherwise,
the
corporation
may
rescind
the
10
agreement
and
may
sell
the
shares
if
the
debt
remains
unpaid
11
for
more
than
twenty
days
after
the
corporation
delivers
a
12
written
demand
for
payment
to
the
subscriber.
13
5.
A
subscription
agreement
entered
into
after
14
incorporation
is
a
contract
between
the
subscriber
and
the
15
corporation
subject
to
section
490.621.
16
Sec.
48.
Section
490.621,
Code
2021,
is
amended
by
striking
17
the
section
and
inserting
in
lieu
thereof
the
following:
18
490.621
Issuance
of
shares.
19
1.
The
powers
granted
in
this
section
to
the
board
of
20
directors
may
be
reserved
to
the
shareholders
by
the
articles
21
of
incorporation.
22
2.
The
board
of
directors
may
authorize
shares
to
be
issued
23
for
consideration
consisting
of
any
tangible
or
intangible
24
property
or
benefit
to
the
corporation,
including
cash,
25
promissory
notes,
services
performed,
contracts
for
services
to
26
be
performed,
or
other
securities
of
the
corporation.
27
3.
Before
the
corporation
issues
shares,
the
board
of
28
directors
shall
determine
that
the
consideration
received
or
29
to
be
received
for
shares
to
be
issued
is
adequate.
That
30
determination
by
the
board
of
directors
is
conclusive
insofar
31
as
the
adequacy
of
consideration
for
the
issuance
of
shares
32
relates
to
whether
the
shares
are
validly
issued,
fully
paid,
33
and
nonassessable.
34
4.
When
the
corporation
receives
the
consideration
for
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which
the
board
of
directors
authorized
the
issuance
of
shares,
1
the
shares
issued
therefor
are
fully
paid
and
nonassessable.
2
5.
The
corporation
may
place
in
escrow
shares
issued
for
3
a
contract
for
future
services
or
benefits
or
a
promissory
4
note,
or
make
other
arrangements
to
restrict
the
transfer
of
5
the
shares,
and
may
credit
distributions
in
respect
of
the
6
shares
against
their
purchase
price,
until
the
services
are
7
performed,
the
benefits
are
received,
or
the
note
is
paid.
If
8
the
services
are
not
performed,
the
benefits
are
not
received,
9
or
the
note
is
not
paid,
the
shares
escrowed
or
restricted
and
10
the
distributions
credited
may
be
canceled
in
whole
or
part.
11
6.
a.
An
issuance
of
shares
or
other
securities
convertible
12
into
or
rights
exercisable
for
shares
in
a
transaction
or
13
a
series
of
integrated
transactions
requires
approval
of
14
the
shareholders,
at
a
meeting
at
which
a
quorum
consisting
15
of
a
majority,
or
such
greater
number
as
the
articles
of
16
incorporation
may
prescribe,
of
the
votes
entitled
to
be
cast
17
on
the
matter
exists,
if
all
of
the
following
conditions
are
18
satisfied:
19
(1)
The
shares,
other
securities,
or
rights
are
to
be
issued
20
for
consideration
other
than
cash
or
cash
equivalents.
21
(2)
The
voting
power
of
shares
that
are
issued
and
issuable
22
as
a
result
of
the
transaction
or
series
of
integrated
23
transactions
will
comprise
more
than
twenty
percent
of
the
24
voting
power
of
the
shares
of
the
corporation
that
were
25
outstanding
immediately
before
the
transaction.
26
b.
For
purposes
of
this
subsection,
the
following
shall
27
apply:
28
(1)
For
purposes
of
determining
the
voting
power
of
shares
29
issued
and
issuable
as
a
result
of
a
transaction
or
series
of
30
integrated
transactions,
the
voting
power
of
shares
or
other
31
securities
convertible
into
or
rights
exercisable
for
shares
32
shall
be
the
greater
of
the
following:
33
(a)
The
voting
power
of
the
shares
to
be
issued.
34
(b)
The
voting
power
of
the
shares
that
would
be
outstanding
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after
giving
effect
to
the
conversion
of
convertible
shares
and
1
other
securities
and
the
exercise
of
rights
to
be
issued.
2
(2)
A
series
of
transactions
is
integrated
only
if
3
consummation
of
one
transaction
is
made
contingent
on
4
consummation
of
one
or
more
of
the
other
transactions.
5
Sec.
49.
Section
490.622,
Code
2021,
is
amended
by
striking
6
the
section
and
inserting
in
lieu
thereof
the
following:
7
490.622
Liability
of
shareholders.
8
1.
A
purchaser
from
a
corporation
of
the
corporation’s
own
9
shares
is
not
liable
to
the
corporation
or
its
creditors
with
10
respect
to
the
shares
except
to
pay
the
consideration
for
which
11
the
shares
were
authorized
to
be
issued
or
specified
in
the
12
subscription
agreement.
13
2.
A
shareholder
of
a
corporation
is
not
personally
liable
14
for
any
liabilities
of
the
corporation,
including
liabilities
15
arising
from
acts
of
the
corporation,
subject
to
the
following
16
exceptions:
17
a.
To
the
extent
provided
in
a
provision
of
the
articles
18
of
incorporation
permitted
by
section
490.202,
subsection
2,
19
paragraph
“b”
,
subparagraph
(5).
20
b.
A
shareholder
may
become
personally
liable
by
reason
of
21
the
shareholder’s
own
acts
or
conduct.
22
Sec.
50.
Section
490.623,
Code
2021,
is
amended
by
striking
23
the
section
and
inserting
in
lieu
thereof
the
following:
24
490.623
Share
dividends.
25
1.
Unless
the
articles
of
incorporation
provide
otherwise,
26
shares
may
be
issued
pro
rata
and
without
consideration
to
the
27
corporation’s
shareholders
or
to
the
shareholders
of
one
or
28
more
classes
or
series
of
shares.
An
issuance
of
shares
under
29
this
subsection
is
a
share
dividend.
30
2.
Shares
of
one
class
or
series
shall
not
be
issued
as
a
31
share
dividend
in
respect
of
shares
of
another
class
or
series
32
unless
one
or
more
of
the
following
conditions
are
met:
33
a.
The
articles
of
incorporation
so
authorize.
34
b.
A
majority
of
the
votes
entitled
to
be
cast
by
the
class
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or
series
to
be
issued
approve
the
issue.
1
c.
There
are
no
outstanding
shares
of
the
class
or
series
2
to
be
issued.
3
3.
The
board
of
directors
may
fix
the
record
date
for
4
determining
shareholders
entitled
to
a
share
dividend,
which
5
date
shall
not
be
retroactive.
If
the
board
of
directors
does
6
not
fix
the
record
date
for
determining
shareholders
entitled
7
to
a
share
dividend,
the
record
date
is
the
date
the
board
of
8
directors
authorizes
the
share
dividend.
9
Sec.
51.
Section
490.624,
Code
2021,
is
amended
by
striking
10
the
section
and
inserting
in
lieu
thereof
the
following:
11
490.624
Share
rights,
options,
warrants,
and
awards.
12
1.
A
corporation
may
issue
rights,
options,
or
warrants
for
13
the
purchase
of
shares
or
other
securities
of
the
corporation.
14
The
board
of
directors
shall
determine
the
terms
and
conditions
15
upon
which
the
rights,
options,
or
warrants
are
issued
and
the
16
terms,
including
the
consideration
for
which
the
shares
or
17
other
securities
are
to
be
issued.
The
authorization
by
the
18
board
of
directors
for
the
corporation
to
issue
such
rights,
19
options,
or
warrants
constitutes
authorization
of
the
issuance
20
of
the
shares
or
other
securities
for
which
the
rights,
21
options,
or
warrants
are
exercisable.
22
2.
The
terms
and
conditions
of
such
rights,
options,
or
23
warrants
may
include
restrictions
or
conditions
that
do
any
of
24
the
following:
25
a.
Preclude
or
limit
the
exercise,
transfer,
or
receipt
26
of
such
rights,
options,
or
warrants
by
any
person
or
27
persons
owning
or
offering
to
acquire
a
specified
number
or
28
percentage
of
the
outstanding
shares
or
other
securities
of
the
29
corporation
or
by
any
transferee
or
transferees
of
any
such
30
person
or
persons.
31
b.
Invalidate
or
void
such
rights,
options,
or
warrants
32
held
by
any
such
person
or
persons
or
any
such
transferee
or
33
transferees.
34
3.
The
board
of
directors
may
authorize
one
or
more
officers
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to
do
any
of
the
following:
1
a.
Designate
the
recipients
of
rights,
options,
warrants,
2
or
other
equity
compensation
awards
that
involve
the
issuance
3
of
shares.
4
b.
Determine,
within
an
amount
and
subject
to
any
other
5
limitations
established
by
the
board
of
directors
and,
if
6
applicable,
the
shareholders,
the
number
of
such
rights,
7
options,
warrants,
or
other
equity
compensation
awards
and
8
the
terms
of
such
rights,
options,
warrants,
or
awards
to
be
9
received
by
the
recipients,
provided
that
an
officer
shall
10
not
use
such
authority
to
designate
the
officer
or
any
other
11
persons
as
the
board
of
directors
may
specify
as
a
recipient
of
12
such
rights,
options,
warrants,
or
other
equity
compensation
13
awards.
14
Sec.
52.
Section
490.625,
Code
2021,
is
amended
by
striking
15
the
section
and
inserting
in
lieu
thereof
the
following:
16
490.625
Form
and
content
of
certificates.
17
1.
Shares
may,
but
need
not,
be
represented
by
certificates.
18
Unless
this
chapter
or
another
statute
expressly
provides
19
otherwise,
the
rights
and
obligations
of
shareholders
are
20
identical
regardless
of
whether
their
shares
are
represented
by
21
certificates.
22
2.
At
a
minimum,
each
share
certificate
must
state
on
its
23
face
all
of
the
following:
24
a.
The
name
of
the
corporation
and
that
it
is
organized
25
under
the
law
of
this
state.
26
b.
The
name
of
the
person
to
whom
issued.
27
c.
The
number
and
class
of
shares
and
the
designation
of
the
28
series,
if
any,
the
certificate
represents.
29
3.
a.
If
the
corporation
is
authorized
to
issue
different
30
classes
of
shares
or
series
of
shares
within
a
class,
the
31
front
or
back
of
each
certificate
must
summarize
all
of
the
32
following:
33
(1)
The
preferences,
rights,
and
limitations
applicable
to
34
each
class
and
series.
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(2)
Any
variations
in
preferences,
rights,
and
limitations
1
among
the
holders
of
the
same
class
or
series.
2
(3)
The
authority
of
the
board
of
directors
to
determine
the
3
terms
of
future
classes
or
series.
4
b.
Alternatively,
each
certificate
may
state
conspicuously
5
on
its
front
or
back
that
the
corporation
will
furnish
the
6
shareholder
this
information
on
request
in
writing
and
without
7
charge.
8
4.
Each
share
certificate
must
be
signed
by
two
officers
9
designated
in
the
bylaws.
10
5.
If
the
person
who
signed
a
share
certificate
no
longer
11
holds
office
when
the
certificate
is
issued,
the
certificate
12
is
nevertheless
valid.
13
Sec.
53.
Section
490.626,
Code
2021,
is
amended
by
striking
14
the
section
and
inserting
in
lieu
thereof
the
following:
15
490.626
Shares
without
certificates.
16
1.
Unless
the
articles
of
incorporation
or
bylaws
provide
17
otherwise,
the
board
of
directors
of
a
corporation
may
18
authorize
the
issuance
of
some
or
all
of
the
shares
of
any
19
or
all
of
its
classes
or
series
without
certificates.
The
20
authorization
does
not
affect
shares
already
represented
by
21
certificates
until
they
are
surrendered
to
the
corporation.
22
2.
Within
a
reasonable
time
after
the
issuance
or
transfer
23
of
shares
without
certificates,
the
corporation
shall
deliver
24
to
the
shareholder
a
written
statement
of
the
information
25
required
on
certificates
by
section
490.625,
subsections
2
and
26
3,
and,
if
applicable,
section
490.627.
27
Sec.
54.
Section
490.627,
Code
2021,
is
amended
by
striking
28
the
section
and
inserting
in
lieu
thereof
the
following:
29
490.627
Restriction
on
transfer
of
shares.
30
1.
The
articles
of
incorporation,
the
bylaws,
an
agreement
31
among
shareholders,
or
an
agreement
between
shareholders
32
and
the
corporation
may
impose
restrictions
on
the
transfer
33
or
registration
of
transfer
of
shares
of
the
corporation.
34
A
restriction
does
not
affect
shares
issued
before
the
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restriction
was
adopted
unless
the
holders
of
the
shares
are
1
parties
to
the
restriction
agreement
or
voted
in
favor
of
the
2
restriction.
3
2.
A
restriction
on
the
transfer
or
registration
of
transfer
4
of
shares
is
valid
and
enforceable
against
the
holder
or
a
5
transferee
of
the
holder
if
the
restriction
is
authorized
6
by
this
section
and
its
existence
is
noted
conspicuously
7
on
the
front
or
back
of
the
certificate
or
is
contained
8
in
the
information
statement
required
by
section
490.626,
9
subsection
2.
Unless
so
noted,
or
contained,
a
restriction
10
is
not
enforceable
against
a
person
without
knowledge
of
the
11
restriction.
12
3.
A
restriction
on
the
transfer
or
registration
of
transfer
13
of
shares
is
authorized
for
any
of
the
following
purposes:
14
a.
To
maintain
the
corporation’s
status
when
it
is
dependent
15
on
the
number
or
identity
of
its
shareholders.
16
b.
To
preserve
exemptions
under
federal
or
state
securities
17
law.
18
c.
For
any
other
reasonable
purpose.
19
4.
A
restriction
on
the
transfer
or
registration
of
transfer
20
of
shares
may
do
any
of
the
following:
21
a.
Obligate
the
shareholder
first
to
offer
the
corporation
22
or
other
persons,
separately,
consecutively,
or
simultaneously,
23
an
opportunity
to
acquire
the
restricted
shares.
24
b.
Obligate
the
corporation
or
other
persons,
separately,
25
consecutively,
or
simultaneously,
to
acquire
the
restricted
26
shares.
27
c.
Require
the
corporation,
the
holders
of
any
class
or
28
series
of
its
shares,
or
other
persons
to
approve
the
transfer
29
of
the
restricted
shares,
if
the
requirement
is
not
manifestly
30
unreasonable.
31
d.
Prohibit
the
transfer
of
the
restricted
shares
to
32
designated
persons
or
classes
of
persons,
if
the
prohibition
33
is
not
manifestly
unreasonable.
34
5.
As
used
in
this
section,
“shares”
includes
a
security
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convertible
into
or
carrying
a
right
to
subscribe
for
or
1
acquire
shares.
2
Sec.
55.
Section
490.630,
Code
2021,
is
amended
by
striking
3
the
section
and
inserting
in
lieu
thereof
the
following:
4
490.630
Shareholders’
preemptive
rights.
5
1.
The
shareholders
of
a
corporation
do
not
have
a
6
preemptive
right
to
acquire
the
corporation’s
unissued
shares
7
except
to
the
extent
the
articles
of
incorporation
so
provide.
8
2.
A
statement
included
in
the
articles
of
incorporation
9
that
“the
corporation
elects
to
have
preemptive
rights”,
or
10
words
of
similar
effect,
means
that
the
following
principles
11
apply
except
to
the
extent
the
articles
of
incorporation
12
expressly
provide
otherwise:
13
a.
The
shareholders
of
the
corporation
have
a
preemptive
14
right,
granted
on
uniform
terms
and
conditions
prescribed
15
by
the
board
of
directors
to
provide
a
fair
and
reasonable
16
opportunity
to
exercise
the
right,
to
acquire
proportional
17
amounts
of
the
corporation’s
unissued
shares
upon
the
decision
18
of
the
board
of
directors
to
issue
them.
19
b.
A
preemptive
right
may
be
waived
by
a
shareholder.
A
20
waiver
evidenced
by
a
writing
is
irrevocable
even
though
it
is
21
not
supported
by
consideration.
22
c.
There
is
no
preemptive
right
with
respect
to
any
of
the
23
following:
24
(1)
Shares
issued
as
compensation
to
directors,
officers,
25
employees,
or
agents
of
the
corporation,
its
subsidiaries,
or
26
its
affiliates.
27
(2)
Shares
issued
to
satisfy
conversion
or
option
rights
28
created
to
provide
compensation
to
directors,
officers,
29
employees,
or
agents
of
the
corporation,
its
subsidiaries,
or
30
its
affiliates.
31
(3)
Shares
authorized
in
the
articles
of
incorporation
32
that
are
issued
within
six
months
from
the
effective
date
of
33
incorporation.
34
(4)
Shares
sold
otherwise
than
for
cash.
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d.
Holders
of
shares
of
any
class
or
series
without
voting
1
power
but
with
preferential
rights
to
distributions
have
no
2
preemptive
rights
with
respect
to
shares
of
any
class
or
3
series.
4
e.
Holders
of
shares
of
any
class
or
series
with
voting
5
power
but
without
preferential
rights
to
distributions
have
no
6
preemptive
rights
with
respect
to
shares
of
any
class
or
series
7
with
preferential
rights
to
distributions
unless
the
shares
8
with
preferential
rights
are
convertible
into
or
carry
a
right
9
to
subscribe
for
or
acquire
the
shares
without
preferential
10
rights.
11
f.
Shares
subject
to
preemptive
rights
that
are
not
acquired
12
by
shareholders
may
be
issued
to
any
person
for
a
period
of
one
13
year
after
being
offered
to
shareholders
at
a
consideration
14
set
by
the
board
of
directors
that
is
not
lower
than
the
15
consideration
set
for
the
exercise
of
preemptive
rights.
An
16
offer
at
a
lower
consideration
or
after
the
expiration
of
one
17
year
is
subject
to
the
shareholders’
preemptive
rights.
18
3.
As
used
in
this
section,
“shares”
includes
a
security
19
convertible
into
or
carrying
a
right
to
subscribe
for
or
20
acquire
shares.
21
Sec.
56.
Section
490.640,
Code
2021,
is
amended
by
striking
22
the
section
and
inserting
in
lieu
thereof
the
following:
23
490.640
Distribution
to
shareholders.
24
1.
A
board
of
directors
may
authorize
and
the
corporation
25
may
make
distributions
to
its
shareholders
subject
to
26
restriction
by
the
articles
of
incorporation
and
the
limitation
27
in
subsection
3.
28
2.
The
board
of
directors
may
fix
the
record
date
for
29
determining
shareholders
entitled
to
a
distribution,
which
30
date
shall
not
be
retroactive.
If
the
board
of
directors
does
31
not
fix
a
record
date
for
determining
shareholders
entitled
32
to
a
distribution,
other
than
one
involving
a
purchase,
33
redemption,
or
other
acquisition
of
the
corporation’s
shares,
34
the
record
date
is
the
date
the
board
of
directors
authorizes
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the
distribution.
1
3.
A
distribution
shall
not
be
made
if,
after
giving
it
2
effect,
any
of
the
following
would
result:
3
a.
The
corporation
would
not
be
able
to
pay
its
debts
as
4
they
become
due
in
the
usual
course
of
business.
5
b.
The
corporation’s
total
assets
would
be
less
than
6
the
sum
of
its
total
liabilities
plus,
unless
the
articles
7
of
incorporation
permit
otherwise,
the
amount
that
would
be
8
needed,
if
the
corporation
were
to
be
dissolved
at
the
time
9
of
the
distribution,
to
satisfy
the
preferential
rights
upon
10
dissolution
of
shareholders
whose
preferential
rights
are
11
superior
to
those
receiving
the
distribution.
12
4.
The
board
of
directors
may
base
a
determination
13
that
a
distribution
is
not
prohibited
under
subsection
3
14
either
on
financial
statements
prepared
on
the
basis
of
15
accounting
practices
and
principles
that
are
reasonable
in
the
16
circumstances
or
on
a
fair
valuation
or
other
method
that
is
17
reasonable
in
the
circumstances.
18
5.
Except
as
provided
in
subsection
7,
the
effect
of
a
19
distribution
under
subsection
3
is
measured
as
follows:
20
a.
In
the
case
of
distribution
by
purchase,
redemption,
21
or
other
acquisition
of
the
corporation’s
shares,
as
of
the
22
earlier
of
the
following:
23
(1)
The
date
cash
or
other
property
is
transferred
or
debt
24
to
a
shareholder
is
incurred
by
the
corporation.
25
(2)
The
date
the
shareholder
ceases
to
be
a
shareholder
with
26
respect
to
the
acquired
shares.
27
b.
In
the
case
of
any
other
distribution
of
indebtedness,
as
28
of
the
date
the
indebtedness
is
distributed.
29
c.
In
all
other
cases,
as
of
the
following:
30
(1)
The
date
the
distribution
is
authorized
if
the
payment
31
occurs
within
one
hundred
twenty
days
after
the
date
of
32
authorization.
33
(2)
The
date
the
payment
is
made
if
it
occurs
more
than
one
34
hundred
twenty
days
after
the
date
of
authorization.
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6.
A
corporation’s
indebtedness
to
a
shareholder
incurred
1
by
reason
of
a
distribution
made
in
accordance
with
this
2
section
is
at
parity
with
the
corporation’s
indebtedness
to
its
3
general,
unsecured
creditors
except
to
the
extent
subordinated
4
by
agreement.
5
7.
Indebtedness
of
a
corporation,
including
indebtedness
6
issued
as
a
distribution,
is
not
considered
a
liability
for
7
purposes
of
determinations
under
subsection
3
if
its
terms
8
provide
that
payment
of
principal
and
interest
are
made
9
only
if
and
to
the
extent
that
payment
of
a
distribution
to
10
shareholders
could
then
be
made
under
this
section.
If
such
11
indebtedness
is
issued
as
a
distribution,
each
payment
of
12
principal
or
interest
is
treated
as
a
distribution,
the
effect
13
of
which
is
measured
on
the
date
the
payment
is
actually
made.
14
8.
This
section
shall
not
apply
to
distributions
in
15
liquidation
under
subchapter
XIV.
16
Sec.
57.
Section
490.701,
Code
2021,
is
amended
by
striking
17
the
section
and
inserting
in
lieu
thereof
the
following:
18
490.701
Annual
meeting.
19
1.
Unless
directors
are
elected
by
written
consent
in
20
lieu
of
an
annual
meeting
as
permitted
by
section
490.704,
a
21
corporation
shall
hold
a
meeting
of
shareholders
annually,
at
a
22
time
stated
in
or
fixed
in
accordance
with
the
bylaws,
at
which
23
directors
shall
be
elected.
24
2.
Unless
the
board
of
directors
determines
to
hold
the
25
meeting
solely
by
means
of
remote
communication
in
accordance
26
with
section
490.709,
subsection
3,
annual
meetings
may
be
held
27
as
follows:
28
a.
In
or
out
of
this
state
at
the
place
stated
in
or
fixed
29
in
accordance
with
the
bylaws.
30
b.
If
no
place
is
stated
in
or
fixed
in
accordance
with
the
31
bylaws,
at
the
corporation’s
principal
office.
32
3.
The
failure
to
hold
an
annual
meeting
at
the
time
stated
33
in
or
fixed
in
accordance
with
a
corporation’s
bylaws
does
not
34
affect
the
validity
of
any
corporate
action.
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Sec.
58.
Section
490.702,
Code
2021,
is
amended
by
striking
1
the
section
and
inserting
in
lieu
thereof
the
following:
2
490.702
Special
meeting.
3
1.
Except
as
provided
in
subsection
5,
a
corporation
shall
4
hold
a
special
meeting
of
shareholders
upon
the
occurrence
of
5
any
of
the
following:
6
a.
On
call
of
its
board
of
directors
or
the
person
or
7
persons
authorized
to
do
so
by
the
articles
of
incorporation
8
or
bylaws.
9
b.
If
the
shareholders
holding
at
least
ten
percent
of
10
all
the
votes
entitled
to
be
cast
on
an
issue
proposed
to
be
11
considered
at
the
proposed
special
meeting
sign,
date,
and
12
deliver
to
the
corporation
one
or
more
written
demands
for
the
13
meeting
describing
the
purpose
or
purposes
for
which
it
is
14
to
be
held,
provided
that
the
articles
of
incorporation
may
15
fix
a
lower
percentage
or
a
higher
percentage
not
exceeding
16
twenty-five
percent
of
all
the
votes
entitled
to
be
cast
on
any
17
issue
proposed
to
be
considered.
Unless
otherwise
provided
in
18
the
articles
of
incorporation,
a
written
demand
for
a
special
19
meeting
may
be
revoked
by
a
writing
to
that
effect
received
20
by
the
corporation
before
the
receipt
by
the
corporation
of
21
demands
sufficient
in
number
to
require
the
holding
of
a
22
special
meeting.
23
2.
If
not
otherwise
fixed
under
section
490.703
or
490.707,
24
the
record
date
for
determining
shareholders
entitled
to
25
demand
a
special
meeting
shall
be
the
first
date
on
which
a
26
signed
shareholder
demand
is
delivered
to
the
corporation.
No
27
written
demand
for
a
special
meeting
shall
be
effective
unless,
28
within
sixty
days
of
the
earliest
date
on
which
such
a
demand
29
delivered
to
the
corporation
as
required
by
this
section
was
30
signed,
written
demands
signed
by
shareholders
holding
at
least
31
the
percentage
of
votes
specified
in
or
fixed
in
accordance
32
with
subsection
1,
paragraph
“b”
,
have
been
delivered
to
the
33
corporation.
34
3.
Unless
the
board
of
directors
determines
to
hold
the
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meeting
solely
by
remote
participation
in
accordance
with
1
section
490.709,
subsection
3,
special
meetings
of
shareholders
2
may
be
held
as
follows:
3
a.
In
or
out
of
this
state
at
the
place
stated
in
or
fixed
4
in
accordance
with
the
bylaws.
5
b.
If
no
place
is
so
stated
in
or
fixed
in
accordance
with
6
the
bylaws,
at
the
corporation’s
principal
office.
7
4.
Only
business
within
the
purpose
or
purposes
described
in
8
the
meeting
notice
required
by
section
490.705,
subsection
3,
9
may
be
conducted
at
a
special
meeting
of
shareholders.
10
5.
Notwithstanding
subsections
1
through
4,
a
corporation
11
that
has
a
class
of
equity
securities
registered
pursuant
to
12
section
12
of
the
federal
Securities
Exchange
Act
of
1934
is
13
required
to
hold
a
special
meeting
only
upon
the
occurrence
of
14
any
of
the
following:
15
a.
On
call
of
its
board
of
directors
or
the
person
or
16
persons
authorized
to
call
a
special
meeting
by
the
articles
of
17
incorporation
or
bylaws.
18
b.
If
the
holders
of
at
least
fifty
percent
of
all
the
votes
19
entitled
to
be
cast
on
any
issue
proposed
to
be
considered
at
20
the
proposed
special
meeting
sign,
date,
and
deliver
to
the
21
corporation’s
secretary
one
or
more
written
demands
for
the
22
meeting
describing
the
purpose
or
purposes
for
which
it
is
to
23
be
held.
24
Sec.
59.
Section
490.703,
Code
2021,
is
amended
by
striking
25
the
section
and
inserting
in
lieu
thereof
the
following:
26
490.703
Court-ordered
meeting.
27
1.
The
district
court
of
the
county
where
a
corporation’s
28
principal
office,
or,
if
none
in
this
state,
its
registered
29
office,
is
located
may
summarily
order
a
meeting
to
be
held
30
pursuant
to
any
of
the
following:
31
a.
On
application
of
any
shareholder
of
the
corporation
if
32
an
annual
meeting
was
not
held
or
action
by
written
consent
in
33
lieu
of
an
annual
meeting
did
not
become
effective
within
the
34
earlier
of
six
months
after
the
end
of
the
corporation’s
fiscal
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year
or
fifteen
months
after
its
last
annual
meeting.
1
b.
On
application
of
one
or
more
shareholders
who
signed
a
2
demand
for
a
special
meeting
valid
under
section
490.702
if
any
3
of
the
following
applies:
4
(1)
Notice
of
the
special
meeting
was
not
given
within
5
thirty
days
after
the
first
day
on
which
the
requisite
number
6
of
such
demands
have
been
delivered
to
the
corporation.
7
(2)
The
special
meeting
was
not
held
in
accordance
with
the
8
notice.
9
2.
The
court
may
fix
the
time
and
place
of
the
meeting,
10
determine
the
shares
entitled
to
participate
in
the
meeting,
11
specify
a
record
date
or
dates
for
determining
shareholders
12
entitled
to
notice
of
and
to
vote
at
the
meeting,
prescribe
the
13
form
and
content
of
the
meeting
notice,
fix
the
quorum
required
14
for
specific
matters
to
be
considered
at
the
meeting,
or
direct
15
that
the
shares
represented
at
the
meeting
constitute
a
quorum
16
for
action
on
those
matters,
and
enter
other
orders
necessary
17
to
accomplish
the
purpose
or
purposes
of
the
meeting.
18
3.
For
purposes
of
subsection
1,
paragraph
“a”
,
19
“
shareholder”
means
a
record
shareholder,
a
beneficial
20
shareholder,
and
an
unrestricted
voting
trust
beneficial
owner.
21
Sec.
60.
Section
490.704,
Code
2021,
is
amended
by
striking
22
the
section
and
inserting
in
lieu
thereof
the
following:
23
490.704
Action
without
meeting.
24
1.
Unless
otherwise
provided
in
the
articles
of
25
incorporation,
any
action
required
or
permitted
by
this
chapter
26
to
be
taken
at
a
shareholders’
meeting
may
be
taken
without
27
a
meeting
or
vote,
and,
except
as
provided
in
subsection
5,
28
without
prior
notice,
if
one
or
more
written
consents
bearing
29
the
date
of
signature
and
describing
the
action
taken
are
30
signed
by
the
holders
of
outstanding
shares
having
not
less
31
than
ninety
percent
of
the
votes
entitled
to
be
cast
at
a
32
meeting
at
which
all
shares
entitled
to
vote
on
the
action
were
33
present
and
voted,
and
are
delivered
to
the
corporation
for
34
inclusion
in
the
minutes
or
filing
with
the
corporate
records.
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2.
Except
in
the
case
of
a
corporation
that
has
a
class
1
of
equity
securities
registered
pursuant
to
section
12
of
2
the
federal
Securities
Exchange
Act
of
1934,
the
articles
of
3
incorporation
may
provide
that
any
action
required
or
permitted
4
by
this
chapter
to
be
taken
at
a
shareholders’
meeting
may
be
5
taken
without
a
meeting,
and
without
prior
notice,
if
consents
6
in
writing
setting
forth
the
action
so
taken
are
signed
by
7
the
holders
of
outstanding
shares
having
not
less
than
the
8
minimum
number
of
votes
that
would
be
required
to
authorize
9
or
take
the
action
at
a
meeting
at
which
all
shares
entitled
10
to
vote
on
the
action
were
present
and
voted.
However,
if
a
11
corporation’s
articles
of
incorporation
authorize
shareholders
12
to
cumulate
their
votes
when
electing
directors
pursuant
to
13
section
490.728,
directors
shall
not
be
elected
by
less
than
14
unanimous
written
consent.
A
written
consent
must
bear
the
15
date
of
signature
of
the
shareholder
who
signs
the
consent
and
16
be
delivered
to
the
corporation
for
filing
by
the
corporation
17
with
the
minutes
or
corporate
records.
18
3.
If
not
otherwise
fixed
under
section
490.707
and
if
prior
19
action
by
the
board
of
directors
is
not
required
respecting
20
the
action
to
be
taken
without
a
meeting,
the
record
date
for
21
determining
the
shareholders
entitled
to
take
action
without
22
a
meeting
shall
be
the
first
date
on
which
a
signed
written
23
consent
is
delivered
to
the
corporation.
If
not
otherwise
24
fixed
under
section
490.707,
and
if
prior
action
by
the
board
25
of
directors
is
required
respecting
the
action
to
be
taken
26
without
a
meeting,
the
record
date
shall
be
the
close
of
27
business
on
the
day
the
resolution
of
the
board
of
directors
28
taking
such
prior
action
is
adopted.
No
written
consent
29
shall
be
effective
to
take
the
corporate
action
referred
to
30
therein
unless,
within
sixty
days
of
the
earliest
date
on
31
which
a
consent
delivered
to
the
corporation
as
required
by
32
this
section
was
signed,
written
consents
signed
by
sufficient
33
shareholders
to
take
the
action
have
been
delivered
to
the
34
corporation.
A
written
consent
may
be
revoked
by
a
writing
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to
that
effect
delivered
to
the
corporation
before
unrevoked
1
written
consents
sufficient
in
number
to
take
the
corporate
2
action
have
been
delivered
to
the
corporation.
3
4.
A
consent
signed
pursuant
to
the
provisions
of
this
4
section
has
the
effect
of
a
vote
taken
at
a
meeting
and
may
5
be
described
as
such
in
any
document.
Unless
the
articles
6
of
incorporation,
bylaws,
or
a
resolution
of
the
board
of
7
directors
provides
for
a
reasonable
delay
to
permit
tabulation
8
of
written
consents,
the
action
taken
by
written
consent
9
shall
be
effective
when
written
consents
signed
by
sufficient
10
shareholders
to
take
the
action
have
been
delivered
to
the
11
corporation.
12
5.
a.
If
this
chapter
requires
that
notice
of
a
proposed
13
action
be
given
to
nonvoting
shareholders
and
the
action
is
14
to
be
taken
by
written
consent
of
the
voting
shareholders,
15
the
corporation
shall
give
its
nonvoting
shareholders
written
16
notice
of
the
action
not
more
than
ten
days
after
any
of
the
17
following:
18
(1)
Written
consents
sufficient
to
take
the
action
have
been
19
delivered
to
the
corporation.
20
(2)
Such
later
date
that
tabulation
of
consents
is
completed
21
pursuant
to
an
authorization
under
subsection
4.
22
b.
The
notice
must
reasonably
describe
the
action
taken
and
23
contain
or
be
accompanied
by
the
same
material
that,
under
any
24
provision
of
this
chapter,
would
have
been
required
to
be
sent
25
to
nonvoting
shareholders
in
a
notice
of
a
meeting
at
which
the
26
proposed
action
would
have
been
submitted
to
the
shareholders
27
for
action.
28
6.
a.
If
action
is
taken
by
less
than
unanimous
written
29
consent
of
the
voting
shareholders,
the
corporation
shall
give
30
its
nonconsenting
voting
shareholders
written
notice
of
the
31
action
not
more
than
ten
days
after
any
of
the
following:
32
(1)
Written
consents
sufficient
to
take
the
action
have
been
33
delivered
to
the
corporation.
34
(2)
Such
later
date
that
tabulation
of
consents
is
completed
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pursuant
to
an
authorization
under
subsection
4.
1
b.
The
notice
must
reasonably
describe
the
action
taken
2
and
contain
or
be
accompanied
by
the
same
material
that,
under
3
any
provision
of
this
chapter,
would
have
been
required
to
be
4
sent
to
voting
shareholders
in
a
notice
of
a
meeting
at
which
5
the
action
would
have
been
submitted
to
the
shareholders
for
6
action.
7
7.
The
notice
requirements
in
subsections
5
and
6
shall
not
8
delay
the
effectiveness
of
actions
taken
by
written
consent,
9
and
a
failure
to
comply
with
such
notice
requirements
shall
10
not
invalidate
actions
taken
by
written
consent,
provided
that
11
this
subsection
shall
not
be
deemed
to
limit
judicial
power
12
to
fashion
any
appropriate
remedy
in
favor
of
a
shareholder
13
adversely
affected
by
a
failure
to
give
such
notice
within
the
14
required
time
period.
15
Sec.
61.
Section
490.705,
Code
2021,
is
amended
by
striking
16
the
section
and
inserting
in
lieu
thereof
the
following:
17
490.705
Notice
of
meeting.
18
1.
A
corporation
shall
notify
shareholders
of
the
date,
19
time,
and
place
of
each
annual
and
special
shareholders’
20
meeting
no
fewer
than
ten
nor
more
than
sixty
days
before
21
the
meeting
date.
If
the
board
of
directors
has
authorized
22
participation
by
means
of
remote
communication
pursuant
to
23
section
490.709
for
holders
of
any
class
or
series
of
shares,
24
the
notice
to
the
holders
of
such
class
or
series
of
shares
25
must
describe
the
means
of
remote
communication
to
be
used.
26
The
notice
must
include
the
record
date
for
determining
the
27
shareholders
entitled
to
vote
at
the
meeting,
if
such
date
is
28
different
from
the
record
date
for
determining
shareholders
29
entitled
to
notice
of
the
meeting.
Unless
this
chapter
or
the
30
articles
of
incorporation
require
otherwise,
the
corporation
31
is
required
to
give
notice
only
to
shareholders
entitled
to
32
vote
at
the
meeting
as
of
the
record
date
for
determining
the
33
shareholders
entitled
to
notice
of
the
meeting.
34
2.
Unless
this
chapter
or
the
articles
of
incorporation
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require
otherwise,
the
notice
of
an
annual
meeting
of
1
shareholders
need
not
include
a
description
of
the
purpose
or
2
purposes
for
which
the
meeting
is
called.
3
3.
Notice
of
a
special
meeting
of
shareholders
must
include
4
a
description
of
the
purpose
or
purposes
for
which
the
meeting
5
is
called.
6
4.
If
not
otherwise
fixed
under
section
490.703
or
490.707,
7
the
record
date
for
determining
shareholders
entitled
to
notice
8
of
and
to
vote
at
an
annual
or
special
shareholders’
meeting
is
9
the
day
before
the
first
notice
is
delivered
to
shareholders.
10
5.
Unless
the
bylaws
require
otherwise,
if
an
annual
or
11
special
shareholders’
meeting
is
adjourned
to
a
different
12
date,
time,
or
place,
if
any,
notice
need
not
be
given
of
the
13
new
date,
time,
or
place,
if
any,
if
the
new
date,
time,
or
14
place,
if
any,
is
announced
at
the
meeting
before
adjournment.
15
However,
if
a
new
record
date
for
the
adjourned
meeting
is
or
16
must
be
fixed
under
section
490.707,
notice
of
the
adjourned
17
meeting
shall
be
given
under
this
section
to
shareholders
18
entitled
to
vote
at
such
adjourned
meeting
as
of
the
record
19
date
fixed
for
notice
of
such
adjourned
meeting.
20
Sec.
62.
Section
490.706,
Code
2021,
is
amended
by
striking
21
the
section
and
inserting
in
lieu
thereof
the
following:
22
490.706
Waiver
of
notice.
23
1.
A
shareholder
may
waive
any
notice
required
by
this
24
chapter,
or
the
articles
of
incorporation
or
bylaws,
before
or
25
after
the
date
and
time
stated
in
the
notice.
The
waiver
must
26
be
in
writing,
be
signed
by
the
shareholder
entitled
to
the
27
notice,
and
be
delivered
to
the
corporation
for
filing
by
the
28
corporation
with
the
minutes
or
corporate
records.
29
2.
A
shareholder’s
attendance
at
a
meeting
does
all
of
the
30
following:
31
a.
Waives
objection
to
lack
of
notice
or
defective
notice
32
of
the
meeting,
unless
the
shareholder
at
the
beginning
of
the
33
meeting
objects
to
holding
the
meeting
or
transacting
business
34
at
the
meeting.
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b.
Waives
objection
to
consideration
of
a
particular
matter
1
at
the
meeting
that
is
not
within
the
purpose
or
purposes
2
described
in
the
meeting
notice,
unless
the
shareholder
objects
3
to
considering
the
matter
when
it
is
presented.
4
Sec.
63.
Section
490.707,
Code
2021,
is
amended
by
striking
5
the
section
and
inserting
in
lieu
thereof
the
following:
6
490.707
Record
date
for
meeting.
7
1.
The
bylaws
may
fix
or
provide
the
manner
of
fixing
the
8
record
date
or
dates
for
one
or
more
voting
groups
to
determine
9
the
shareholders
entitled
to
notice
of
a
shareholders’
meeting,
10
to
demand
a
special
meeting,
to
vote,
or
to
take
any
other
11
action.
If
the
bylaws
do
not
fix
or
provide
for
fixing
a
record
12
date,
the
board
of
directors
may
fix
the
record
date.
13
2.
A
record
date
fixed
under
this
section
shall
not
be
more
14
than
seventy
days
before
the
meeting
or
action
requiring
a
15
determination
of
shareholders
and
shall
not
be
retroactive.
16
3.
A
determination
of
shareholders
entitled
to
notice
of
17
or
to
vote
at
a
shareholders’
meeting
is
effective
for
any
18
adjournment
of
the
meeting
unless
the
board
of
directors
fixes
19
a
new
record
date
or
dates,
which
it
shall
do
if
the
meeting
is
20
adjourned
to
a
date
more
than
one
hundred
twenty
days
after
the
21
date
fixed
for
the
original
meeting.
22
4.
If
a
court
orders
a
meeting
adjourned
to
a
date
more
than
23
one
hundred
twenty
days
after
the
date
fixed
for
the
original
24
meeting,
it
may
provide
that
the
original
record
date
or
dates
25
continue
in
effect
or
it
may
fix
a
new
record
date
or
dates.
26
5.
The
record
date
or
dates
for
a
shareholders’
meeting
27
fixed
by
or
in
the
manner
provided
in
the
bylaws
or
by
the
28
board
of
directors
shall
be
the
record
date
for
determining
29
shareholders
entitled
both
to
notice
of
and
to
vote
at
30
the
shareholders’
meeting
unless,
in
the
case
of
a
record
31
date
fixed
by
the
board
of
directors
and
to
the
extent
not
32
prohibited
by
the
bylaws,
the
board,
at
the
time
it
fixes
the
33
record
date
for
shareholders
entitled
to
notice
of
the
meeting,
34
fixes
a
later
record
date
on
or
before
the
date
of
the
meeting
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to
determine
the
shareholders
entitled
to
vote
at
the
meeting.
1
Sec.
64.
Section
490.708,
Code
2021,
is
amended
by
striking
2
the
section
and
inserting
in
lieu
thereof
the
following:
3
490.708
Conduct
of
meeting.
4
1.
At
each
meeting
of
shareholders,
a
chair
shall
preside.
5
The
chair
shall
be
appointed
as
provided
in
the
bylaws
or,
in
6
the
absence
of
such
provision,
by
the
board
of
directors.
7
2.
The
chair,
unless
the
articles
of
incorporation
or
bylaws
8
provide
otherwise,
shall
determine
the
order
of
business
and
9
shall
have
the
authority
to
establish
rules
for
the
conduct
of
10
the
meeting.
11
3.
Any
rules
adopted
for,
and
the
conduct
of,
the
meeting
12
shall
be
fair
to
shareholders.
13
4.
The
chair
of
the
meeting
shall
announce
at
the
meeting
14
when
the
polls
close
for
each
matter
voted
upon.
If
no
15
announcement
is
made,
the
polls
shall
be
deemed
to
have
closed
16
upon
the
final
adjournment
of
the
meeting.
After
the
polls
17
close,
no
ballots,
proxies,
or
votes
nor
any
revocations
or
18
changes
to
such
ballots,
proxies,
or
votes
may
be
accepted.
19
Sec.
65.
Section
490.709,
Code
2021,
is
amended
by
striking
20
the
section
and
inserting
in
lieu
thereof
the
following:
21
490.709
Remote
participation
in
shareholders’
meetings.
22
1.
Shareholders
of
any
class
or
series
of
shares
may
23
participate
in
any
meeting
of
shareholders
by
means
of
remote
24
communication
to
the
extent
the
board
of
directors
authorizes
25
such
participation
for
such
class
or
series.
Participation
as
26
a
shareholder
by
means
of
remote
communication
shall
be
subject
27
to
such
guidelines
and
procedures
as
the
board
of
directors
28
adopts,
and
shall
be
in
conformity
with
subsection
2.
29
2.
Shareholders
participating
in
a
shareholders’
meeting
30
by
means
of
remote
communication
shall
be
deemed
present
and
31
may
vote
at
such
a
meeting
if
the
corporation
has
implemented
32
reasonable
measures
to
do
all
of
the
following:
33
a.
Verify
that
each
person
participating
remotely
as
a
34
shareholder
is
a
shareholder.
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b.
Provide
such
shareholders
a
reasonable
opportunity
to
1
participate
in
the
meeting
and
to
vote
on
matters
submitted
to
2
the
shareholders,
including
an
opportunity
to
communicate,
and
3
to
read
or
hear
the
proceedings
of
the
meeting,
substantially
4
concurrently
with
such
proceedings.
5
3.
Unless
the
bylaws
require
the
meeting
of
shareholders
to
6
be
held
at
a
place,
the
board
of
directors
may
determine
that
7
any
meeting
of
shareholders
shall
not
be
held
at
any
place
and
8
shall
instead
be
held
solely
by
means
of
remote
communication,
9
but
only
if
the
corporation
implements
the
measures
specified
10
in
subsection
2.
11
Sec.
66.
Section
490.720,
Code
2021,
is
amended
by
striking
12
the
section
and
inserting
in
lieu
thereof
the
following:
13
490.720
Shareholders’
list
for
meeting.
14
1.
After
fixing
a
record
date
for
a
meeting,
a
corporation
15
shall
prepare
an
alphabetical
list
of
the
names
of
all
its
16
shareholders
who
are
entitled
to
notice
of
a
shareholders’
17
meeting.
If
the
board
of
directors
fixes
a
different
record
18
date
under
section
490.707,
subsection
5,
to
determine
the
19
shareholders
entitled
to
vote
at
the
meeting,
a
corporation
20
also
shall
prepare
an
alphabetical
list
of
the
names
of
all
21
its
shareholders
who
are
entitled
to
vote
at
the
meeting.
A
22
list
must
be
arranged
by
voting
group
and
within
each
voting
23
group
by
class
or
series
of
shares,
and
show
the
address
of
and
24
number
of
shares
held
by
each
shareholder.
Nothing
contained
25
in
this
subsection
shall
require
the
corporation
to
include
26
on
such
list
the
electronic
mail
address
or
other
electronic
27
contact
information
of
a
shareholder.
28
2.
a.
The
shareholders’
list
for
notice
shall
be
available
29
for
inspection
by
any
shareholder,
beginning
two
business
30
days
after
notice
of
the
meeting
is
given
for
which
the
31
list
was
prepared
and
continuing
through
the
meeting.
The
32
shareholders’
list
for
notice
shall
be
made
available
at
any
33
of
the
following:
34
(1)
The
corporation’s
principal
office
or
at
a
place
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identified
in
the
meeting
notice
in
the
city
where
the
meeting
1
will
be
held.
2
(2)
A
reasonably
accessible
electronic
network,
provided
3
that
the
information
required
to
gain
access
to
such
list
is
4
provided
with
the
notice
of
the
meeting.
In
the
event
that
5
the
corporation
determines
to
make
the
list
available
on
6
an
electronic
network,
the
corporation
may
take
reasonable
7
steps
to
ensure
that
such
information
is
available
only
to
8
shareholders
of
the
corporation.
9
b.
A
shareholders’
list
for
voting
shall
be
similarly
10
available
for
inspection
promptly
after
the
record
date
for
11
voting.
A
shareholder,
or
the
shareholder’s
agent
or
attorney,
12
is
entitled
on
written
demand
to
inspect
and,
subject
to
the
13
requirements
of
section
490.1602,
subsection
3,
to
copy
a
list,
14
during
regular
business
hours
and
at
the
shareholder’s
expense,
15
during
the
period
it
is
available
for
inspection.
16
3.
If
the
meeting
is
to
be
held
at
a
place,
the
corporation
17
shall
make
the
list
of
shareholders
entitled
to
vote
available
18
at
the
meeting,
and
any
shareholder,
or
the
shareholder’s
19
agent
or
attorney,
is
entitled
to
inspect
the
list
at
any
time
20
during
the
meeting
or
any
adjournment.
If
the
meeting
is
to
be
21
held
solely
by
means
of
remote
communication,
then
such
list
22
shall
also
be
open
to
such
inspection
during
the
meeting
on
a
23
reasonably
accessible
electronic
network,
and
the
information
24
required
to
access
such
list
shall
be
provided
with
the
notice
25
of
the
meeting.
26
4.
If
the
corporation
refuses
to
allow
a
shareholder,
or
27
the
shareholder’s
agent
or
attorney,
to
inspect
a
shareholders’
28
list
before
or
at
the
meeting,
or
copy
a
list
as
permitted
29
by
subsection
2,
the
district
court
of
the
county
where
a
30
corporation’s
principal
office
or,
if
none
in
this
state,
31
its
registered
office,
is
located,
on
application
of
the
32
shareholder,
may
summarily
order
the
inspection
or
copying
at
33
the
corporation’s
expense
and
may
postpone
the
meeting
for
34
which
the
list
was
prepared
until
the
inspection
or
copying
is
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complete.
1
5.
Refusal
or
failure
to
prepare
or
make
available
the
2
shareholders’
list
does
not
affect
the
validity
of
action
taken
3
at
the
meeting.
4
Sec.
67.
Section
490.721,
Code
2021,
is
amended
by
striking
5
the
section
and
inserting
in
lieu
thereof
the
following:
6
490.721
Voting
entitlement
of
shares.
7
1.
Except
as
provided
in
subsections
2
and
4
or
unless
the
8
articles
of
incorporation
provide
otherwise,
each
outstanding
9
share,
regardless
of
class
or
series,
is
entitled
to
one
vote
10
on
each
matter
voted
on
at
a
shareholders’
meeting.
Only
11
shares
are
entitled
to
vote.
12
2.
Shares
of
a
corporation
are
not
entitled
to
vote
if
they
13
are
owned
by
or
otherwise
belong
to
the
corporation
directly,
14
or
indirectly
through
an
entity
of
which
a
majority
of
the
15
voting
power
is
held
directly
or
indirectly
by
the
corporation
16
or
which
is
otherwise
controlled
by
the
corporation.
17
3.
Shares
held
by
the
corporation
in
a
fiduciary
capacity
18
for
the
benefit
of
any
person
are
entitled
to
vote
unless
19
they
are
held
for
the
benefit
of,
or
otherwise
belong
to,
the
20
corporation
directly,
or
indirectly
through
an
entity
of
which
21
a
majority
of
the
voting
power
is
held
directly
or
indirectly
22
by
the
corporation
or
which
is
otherwise
controlled
by
the
23
corporation.
24
4.
Redeemable
shares
are
not
entitled
to
vote
after
25
delivery
of
written
notice
of
redemption
is
effective
and
a
26
sum
sufficient
to
redeem
the
shares
has
been
deposited
with
a
27
bank,
trust
company,
or
other
financial
institution
under
an
28
irrevocable
obligation
to
pay
the
holders
the
redemption
price
29
on
surrender
of
the
shares.
30
5.
As
used
in
this
section,
“voting
power”
means
the
current
31
power
to
vote
in
the
election
of
directors
of
a
corporation
or
32
to
elect,
select,
or
appoint
governors
of
another
entity.
33
Sec.
68.
Section
490.722,
Code
2021,
is
amended
by
striking
34
the
section
and
inserting
in
lieu
thereof
the
following:
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490.722
Proxies.
1
1.
A
shareholder
may
vote
the
shareholder’s
shares
in
person
2
or
by
proxy.
3
2.
A
shareholder,
or
the
shareholder’s
agent
or
4
attorney-in-fact,
may
appoint
a
proxy
to
vote
or
otherwise
5
act
for
the
shareholder
by
signing
an
appointment
form,
or
6
by
an
electronic
transmission.
An
electronic
transmission
7
must
contain
or
be
accompanied
by
information
from
which
the
8
recipient
can
determine
the
date
of
the
transmission
and
that
9
the
transmission
was
authorized
by
the
sender
or
the
sender’s
10
agent
or
attorney-in-fact.
11
3.
An
appointment
of
a
proxy
is
effective
when
a
signed
12
appointment
form
or
an
electronic
transmission
of
the
13
appointment
is
received
by
the
inspector
of
election
or
14
the
officer
or
agent
of
the
corporation
authorized
to
count
15
votes.
An
appointment
is
valid
for
the
term
provided
in
the
16
appointment
form,
and,
if
no
term
is
provided,
is
valid
for
17
eleven
months
unless
the
appointment
is
irrevocable
under
18
subsection
4.
19
4.
An
appointment
of
a
proxy
is
revocable
unless
the
20
appointment
form
or
electronic
transmission
states
that
it
is
21
irrevocable
and
the
appointment
is
coupled
with
an
interest.
22
Appointments
coupled
with
an
interest
include,
but
are
not
23
limited
to,
the
appointment
of
any
of
the
following:
24
a.
A
pledgee.
25
b.
A
person
who
purchased
or
agreed
to
purchase
the
shares.
26
c.
A
creditor
of
the
corporation
who
extended
the
27
corporation
credit
under
terms
requiring
the
appointment.
28
d.
An
employee
of
the
corporation
whose
employment
contract
29
requires
the
appointment.
30
e.
A
party
to
a
voting
agreement
created
under
section
31
490.731.
32
5.
The
death
or
incapacity
of
the
shareholder
appointing
33
a
proxy
does
not
affect
the
right
of
the
corporation
to
34
accept
the
proxy’s
authority
unless
notice
of
the
death
or
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incapacity
is
received
by
the
secretary
or
other
officer
or
1
agent
authorized
to
tabulate
votes
before
the
proxy
exercises
2
the
proxy’s
authority
under
the
appointment.
3
6.
An
appointment
made
irrevocable
under
subsection
4
4
is
revoked
when
the
interest
with
which
it
is
coupled
is
5
extinguished.
6
7.
Unless
it
otherwise
provides,
an
appointment
made
7
irrevocable
under
subsection
4
continues
in
effect
after
8
a
transfer
of
the
shares
and
a
transferee
takes
subject
9
to
the
appointment,
except
that
a
transferee
for
value
of
10
shares
subject
to
an
irrevocable
appointment
may
revoke
the
11
appointment
if
the
transferee
did
not
know
of
its
existence
12
when
acquiring
the
shares
and
the
existence
of
the
irrevocable
13
appointment
was
not
noted
conspicuously
on
the
certificate
14
representing
the
shares
or
on
the
information
statement
for
15
shares
without
certificates.
16
8.
Subject
to
section
490.724
and
to
any
express
limitation
17
on
the
proxy’s
authority
stated
in
the
appointment
form
or
18
electronic
transmission,
a
corporation
is
entitled
to
accept
19
the
proxy’s
vote
or
other
action
as
that
of
the
shareholder
20
making
the
appointment.
21
Sec.
69.
Section
490.723,
Code
2021,
is
amended
by
striking
22
the
section
and
inserting
in
lieu
thereof
the
following:
23
490.723
Shares
held
by
intermediaries
and
nominees.
24
1.
A
corporation’s
board
of
directors
may
establish
a
25
procedure
under
which
a
person
on
whose
behalf
shares
are
26
registered
in
the
name
of
an
intermediary
or
nominee
may
elect
27
to
be
treated
by
the
corporation
as
the
record
shareholder
by
28
filing
with
the
corporation
a
beneficial
ownership
certificate.
29
The
terms,
conditions,
and
limitations
of
this
treatment
shall
30
be
specified
in
the
procedure.
To
the
extent
such
person
is
31
treated
under
such
procedure
as
having
rights
or
privileges
32
that
the
record
shareholder
otherwise
would
have,
the
record
33
shareholder
shall
not
have
those
rights
or
privileges.
34
2.
The
procedure
must
specify
all
of
the
following:
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a.
The
types
of
intermediaries
or
nominees
to
which
it
1
applies.
2
b.
The
rights
or
privileges
that
the
corporation
recognizes
3
in
a
person
with
respect
to
whom
a
beneficial
ownership
4
certificate
is
filed.
5
c.
The
manner
in
which
the
procedure
is
selected
which
must
6
include
that
the
beneficial
ownership
certificate
be
signed
or
7
assented
to
by
or
on
behalf
of
the
record
shareholder
and
the
8
person
on
whose
behalf
the
shares
are
held.
9
d.
The
information
that
must
be
provided
when
the
procedure
10
is
selected.
11
e.
The
period
for
which
selection
of
the
procedure
is
12
effective.
13
f.
Requirements
for
notice
to
the
corporation
with
respect
14
to
the
arrangement.
15
g.
The
form
and
contents
of
the
beneficial
ownership
16
certificate.
17
3.
The
procedure
may
specify
any
other
aspects
of
the
rights
18
and
duties
created
by
the
filing
of
a
beneficial
ownership
19
certificate.
20
Sec.
70.
Section
490.724,
Code
2021,
is
amended
by
striking
21
the
section
and
inserting
in
lieu
thereof
the
following:
22
490.724
Acceptance
of
votes
and
other
instruments.
23
1.
If
the
name
signed
on
a
vote,
ballot,
consent,
waiver,
24
shareholder
demand,
or
proxy
appointment
corresponds
to
the
25
name
of
a
shareholder,
the
corporation,
if
acting
in
good
26
faith,
is
entitled
to
accept
the
vote,
ballot,
consent,
waiver,
27
shareholder
demand,
or
proxy
appointment
and
give
it
effect
as
28
the
act
of
the
shareholder.
29
2.
If
the
name
signed
on
a
vote,
ballot,
consent,
waiver,
30
shareholder
demand,
or
proxy
appointment
does
not
correspond
to
31
the
name
of
its
shareholder,
the
corporation,
if
acting
in
good
32
faith,
is
nevertheless
entitled
to
accept
the
vote,
ballot,
33
consent,
waiver,
shareholder
demand,
or
proxy
appointment
and
34
give
it
effect
as
the
act
of
the
shareholder
if
any
of
the
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following
applies:
1
a.
The
shareholder
is
an
entity
and
the
name
signed
purports
2
to
be
that
of
an
officer
or
agent
of
the
entity.
3
b.
The
name
signed
purports
to
be
that
of
an
administrator,
4
executor,
guardian,
or
conservator
representing
the
shareholder
5
and,
if
the
corporation
requests,
evidence
of
fiduciary
status
6
acceptable
to
the
corporation
has
been
presented
with
respect
7
to
the
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
8
proxy
appointment.
9
c.
The
name
signed
purports
to
be
that
of
a
receiver
10
or
trustee
in
bankruptcy
of
the
shareholder
and,
if
the
11
corporation
requests,
evidence
of
this
status
acceptable
12
to
the
corporation
has
been
presented
with
respect
to
the
13
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
proxy
14
appointment.
15
d.
The
name
signed
purports
to
be
that
of
a
pledgee,
16
beneficial
owner,
or
attorney-in-fact
of
the
shareholder
17
and,
if
the
corporation
requests,
evidence
acceptable
to
18
the
corporation
of
the
signatory’s
authority
to
sign
for
19
the
shareholder
has
been
presented
with
respect
to
the
20
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
proxy
21
appointment.
22
e.
Two
or
more
persons
are
the
shareholder
as
co-tenants
or
23
fiduciaries
and
the
name
signed
purports
to
be
the
name
of
at
24
least
one
of
the
co-owners
and
the
person
signing
appears
to
be
25
acting
on
behalf
of
all
the
co-owners.
26
3.
The
corporation
is
entitled
to
reject
a
vote,
ballot,
27
consent,
waiver,
shareholder
demand,
or
proxy
appointment
if
28
the
person
authorized
to
accept
or
reject
such
instrument,
29
acting
in
good
faith,
has
reasonable
basis
for
doubt
about
30
the
validity
of
the
signature
on
it
or
about
the
signatory’s
31
authority
to
sign
for
the
shareholder.
32
4.
Neither
the
corporation
or
any
person
authorized
by
it,
33
nor
an
inspector
of
election
appointed
under
section
490.729,
34
that
accepts
or
rejects
a
vote,
ballot,
consent,
waiver,
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shareholder
demand,
or
proxy
appointment
in
good
faith
and
1
in
accordance
with
the
standards
of
this
section
or
section
2
490.722,
subsection
2,
is
liable
in
damages
to
the
shareholder
3
for
the
consequences
of
the
acceptance
or
rejection.
4
5.
Corporate
action
based
on
the
acceptance
or
rejection
5
of
a
vote,
ballot,
consent,
waiver,
shareholder
demand,
or
6
proxy
appointment
under
this
section
is
valid
unless
a
court
of
7
competent
jurisdiction
determines
otherwise.
8
6.
If
an
inspector
of
election
has
been
appointed
under
9
section
490.729,
the
inspector
of
election
also
has
the
10
authority
to
request
information
and
make
determinations
11
under
subsections
1,
2,
and
3.
Any
determination
made
by
the
12
inspector
of
election
under
those
subsections
is
controlling.
13
Sec.
71.
Section
490.725,
Code
2021,
is
amended
by
striking
14
the
section
and
inserting
in
lieu
thereof
the
following:
15
490.725
Quorum
and
voting
requirements
for
voting
groups.
16
1.
Shares
entitled
to
vote
as
a
separate
voting
group
17
may
take
action
on
a
matter
at
a
meeting
only
if
a
quorum
of
18
those
shares
exists
with
respect
to
that
matter.
Unless
the
19
articles
of
incorporation
or
bylaws
provide
otherwise,
shares
20
representing
a
majority
of
the
votes
entitled
to
be
cast
on
21
the
matter
by
the
voting
group
constitutes
a
quorum
of
that
22
voting
group
for
action
on
that
matter.
Whenever
this
chapter
23
requires
a
particular
quorum
for
a
specified
action,
the
24
articles
of
incorporation
shall
not
provide
for
a
lower
quorum.
25
2.
Once
a
share
is
represented
for
any
purpose
at
a
meeting,
26
it
is
deemed
present
for
quorum
purposes
for
the
remainder
of
27
the
meeting
and
for
any
adjournment
of
that
meeting
unless
a
28
new
record
date
is
or
must
be
fixed
for
that
adjourned
meeting.
29
3.
If
a
quorum
exists,
action
on
a
matter,
other
than
the
30
election
of
directors,
by
a
voting
group
is
approved
if
the
31
votes
cast
within
the
voting
group
favoring
the
action
exceed
32
the
votes
cast
opposing
the
action,
unless
the
articles
of
33
incorporation
require
a
greater
number
of
affirmative
votes.
34
4.
An
amendment
of
the
articles
of
incorporation
adding,
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changing,
or
deleting
a
quorum
or
voting
requirement
for
a
1
voting
group
greater
than
specified
in
subsection
1
or
3
is
2
governed
by
section
490.727.
3
5.
The
election
of
directors
is
governed
by
section
490.728.
4
6.
Whenever
a
provision
of
this
chapter
provides
for
voting
5
of
classes
or
series
as
separate
voting
groups,
the
rules
6
provided
in
section
490.1004,
subsection
3,
for
amendments
of
7
the
articles
of
incorporation
apply
to
that
provision.
8
Sec.
72.
Section
490.726,
Code
2021,
is
amended
by
striking
9
the
section
and
inserting
in
lieu
thereof
the
following:
10
490.726
Action
by
single
or
multiple
voting
groups.
11
1.
If
the
articles
of
incorporation
or
this
chapter
provide
12
for
voting
by
a
single
voting
group
on
a
matter,
action
on
13
that
matter
is
taken
when
voted
upon
by
that
voting
group
as
14
provided
in
section
490.725.
15
2.
If
the
articles
of
incorporation
or
this
chapter
provide
16
for
voting
by
two
or
more
voting
groups
on
a
matter,
action
17
on
that
matter
is
taken
only
when
voted
upon
by
each
of
those
18
voting
groups
counted
separately
as
provided
in
section
19
490.725.
Action
may
be
taken
by
different
voting
groups
on
a
20
matter
at
different
times.
21
Sec.
73.
Section
490.727,
Code
2021,
is
amended
by
striking
22
the
section
and
inserting
in
lieu
thereof
the
following:
23
490.727
Modifying
quorum
or
voting
requirements.
24
An
amendment
to
the
articles
of
incorporation
or
bylaws
25
that
adds,
changes,
or
deletes
a
quorum
or
voting
requirement
26
shall
meet
the
same
quorum
requirement
and
be
adopted
by
the
27
same
vote
and
voting
groups
required
to
take
action
under
the
28
quorum
and
voting
requirements
then
in
effect
or
proposed
to
be
29
adopted,
whichever
is
greater.
30
Sec.
74.
Section
490.728,
Code
2021,
is
amended
by
striking
31
the
section
and
inserting
in
lieu
thereof
the
following:
32
490.728
Voting
for
directors
——
cumulative
voting.
33
1.
Unless
otherwise
provided
in
the
articles
of
34
incorporation,
directors
are
elected
by
a
plurality
of
the
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votes
cast
by
the
shares
entitled
to
vote
in
the
election
at
a
1
meeting
at
which
a
quorum
is
present.
2
2.
Shareholders
do
not
have
a
right
to
cumulate
their
votes
3
for
directors
unless
the
articles
of
incorporation
so
provide.
4
3.
A
statement
included
in
the
articles
of
incorporation
5
that
“[all]
[a
designated
voting
group
of]
shareholders
are
6
entitled
to
cumulate
their
votes
for
directors”,
or
words
of
7
similar
import,
means
that
the
shareholders
designated
are
8
entitled
to
multiply
the
number
of
votes
they
are
entitled
to
9
cast
by
the
number
of
directors
for
whom
they
are
entitled
to
10
vote
and
cast
the
product
for
a
single
candidate
or
distribute
11
the
product
among
two
or
more
candidates.
12
4.
Shares
otherwise
entitled
to
vote
cumulatively
shall
not
13
be
voted
cumulatively
at
a
particular
meeting
unless
any
of
the
14
following
applies:
15
a.
The
meeting
notice
or
proxy
statement
accompanying
16
the
notice
states
conspicuously
that
cumulative
voting
is
17
authorized.
18
b.
A
shareholder
who
has
the
right
to
cumulate
the
19
shareholder’s
votes
gives
notice
to
the
corporation
not
less
20
than
forty-eight
hours
before
the
time
set
for
the
meeting
of
21
the
shareholder’s
intent
to
cumulate
votes
during
the
meeting,
22
and
if
one
shareholder
gives
this
notice
all
other
shareholders
23
in
the
same
voting
group
participating
in
the
election
are
24
entitled
to
cumulate
their
votes
without
giving
further
notice.
25
Sec.
75.
Section
490.729,
Code
2021,
is
amended
by
striking
26
the
section
and
inserting
in
lieu
thereof
the
following:
27
490.729
Inspectors
of
election.
28
1.
A
corporation
that
has
a
class
of
equity
securities
29
registered
pursuant
to
section
12
of
the
federal
Securities
30
Exchange
Act
of
1934
shall,
and
any
other
corporation
31
may,
appoint
one
or
more
inspectors
to
act
at
a
meeting
of
32
shareholders
in
connection
with
determining
voting
results.
33
Each
inspector
shall
verify
in
writing
that
the
inspector
34
will
faithfully
execute
the
duties
of
inspector
with
strict
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impartiality
and
according
to
the
best
of
the
inspector’s
1
ability.
An
inspector
may
be
an
officer
or
employee
of
the
2
corporation.
The
inspectors
may
appoint
or
retain
other
3
persons
to
assist
the
inspectors
in
the
performance
of
the
4
duties
of
inspector
under
subsection
2,
and
may
rely
on
5
information
provided
by
such
persons
and
other
persons,
6
including
those
appointed
to
tabulate
votes,
unless
the
7
inspectors
believe
reliance
is
unwarranted.
8
2.
The
inspectors
shall
do
all
of
the
following:
9
a.
Ascertain
the
number
of
shares
outstanding
and
the
voting
10
power
of
each.
11
b.
Determine
the
shares
represented
at
a
meeting.
12
c.
Determine
the
validity
of
proxy
appointments
and
ballots.
13
d.
Count
all
votes.
14
e.
Make
a
written
report
of
the
results.
15
3.
In
performing
their
duties,
the
inspectors
may
examine
16
any
of
the
following:
17
a.
The
proxy
appointment
forms
and
any
other
information
18
provided
in
accordance
with
section
490.722,
subsection
2.
19
b.
Any
envelope
or
related
writing
submitted
with
those
20
appointment
forms.
21
c.
Any
ballots.
22
d.
Any
evidence
or
other
information
specified
in
section
23
490.724.
24
e.
The
relevant
books
and
records
of
the
corporation
25
relating
to
its
shareholders
and
their
entitlement
to
vote,
26
including
any
securities
position
list
provided
by
a
depository
27
clearing
agency.
28
4.
a.
The
inspectors
also
may
consider
other
information
29
that
they
believe
is
relevant
and
reliable
for
the
purpose
30
of
performing
any
of
the
duties
assigned
to
them
pursuant
to
31
subsection
2,
including
for
all
of
the
following
purposes:
32
(1)
Evaluating
inconsistent,
incomplete,
or
erroneous
33
information.
34
(2)
Reconciling
information
submitted
on
behalf
of
banks,
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brokers,
their
nominees,
or
similar
persons
that
indicates
1
more
votes
being
cast
than
a
proxy
authorized
by
the
record
2
shareholder
is
entitled
to
cast.
3
b.
If
the
inspectors
consider
other
information
allowed
by
4
this
subsection,
they
shall
in
their
report
under
subsection
5
2
specify
the
information
considered
by
them,
including
the
6
purpose
or
purposes
for
which
the
information
was
considered,
7
the
person
or
persons
from
whom
they
obtained
the
information,
8
when
the
information
was
obtained,
the
means
by
which
the
9
information
was
obtained,
and
the
basis
for
the
inspectors’
10
belief
that
such
information
is
relevant
and
reliable.
11
5.
Determinations
of
law
by
the
inspectors
of
election
are
12
subject
to
de
novo
review
by
a
court
in
a
proceeding
under
13
section
490.749
or
other
judicial
proceeding.
14
Sec.
76.
Section
490.730,
Code
2021,
is
amended
by
striking
15
the
section
and
inserting
in
lieu
thereof
the
following:
16
490.730
Voting
trusts.
17
1.
One
or
more
shareholders
may
create
a
voting
trust,
18
conferring
on
a
trustee
the
right
to
vote
or
otherwise
act
for
19
them,
by
signing
an
agreement
setting
out
the
provisions
of
the
20
trust,
which
may
include
anything
consistent
with
its
purpose,
21
and
transferring
their
shares
to
the
trustee.
When
a
voting
22
trust
agreement
is
signed,
the
trustee
shall
prepare
a
list
of
23
the
names
and
addresses
of
all
voting
trust
beneficial
owners,
24
together
with
the
number
and
class
of
shares
each
transferred
25
to
the
trust,
and
deliver
copies
of
the
list
and
agreement
to
26
the
corporation
at
its
principal
office.
27
2.
A
voting
trust
becomes
effective
on
the
date
the
first
28
shares
subject
to
the
trust
are
registered
in
the
trustee’s
29
name.
30
3.
Limits,
if
any,
on
the
duration
of
a
voting
trust
shall
31
be
as
set
forth
in
the
voting
trust.
A
voting
trust
that
became
32
effective
between
December
31,
1989,
and
June
30,
2014,
both
33
dates
inclusive,
is
governed
by
the
provisions
of
this
section
34
concerning
duration
then
in
effect,
unless
the
voting
trust
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is
amended
to
provide
otherwise
by
unanimous
agreement
of
the
1
parties
to
the
voting
trust.
2
Sec.
77.
Section
490.731,
Code
2021,
is
amended
by
striking
3
the
section
and
inserting
in
lieu
thereof
the
following:
4
490.731
Voting
agreement.
5
1.
Two
or
more
shareholders
may
provide
for
the
manner
in
6
which
they
will
vote
their
shares
by
signing
an
agreement
for
7
that
purpose.
A
voting
agreement
created
under
this
section
is
8
not
subject
to
the
provisions
of
section
490.730.
9
2.
A
voting
agreement
created
under
this
section
is
10
specifically
enforceable.
11
Sec.
78.
Section
490.732,
Code
2021,
is
amended
by
striking
12
the
section
and
inserting
in
lieu
thereof
the
following:
13
490.732
Shareholder
agreement.
14
1.
An
agreement
among
the
shareholders
of
a
corporation
that
15
complies
with
this
section
is
effective
among
the
shareholders
16
and
the
corporation
even
though
it
is
inconsistent
with
one
or
17
more
other
provisions
of
this
chapter
in
that
it
does
any
of
18
the
following:
19
a.
Eliminates
the
board
of
directors
or
restricts
the
20
discretion
or
powers
of
the
board
of
directors.
21
b.
Governs
the
authorization
or
making
of
distributions,
22
regardless
of
whether
they
are
in
proportion
to
ownership
of
23
shares,
subject
to
the
limitations
in
section
490.640.
24
c.
Establishes
who
shall
be
directors
or
officers
of
the
25
corporation,
or
their
terms
of
office
or
manner
of
selection
26
or
removal.
27
d.
Governs,
in
general
or
in
regard
to
specific
matters,
28
the
exercise
or
division
of
voting
power
by
or
between
29
the
shareholders
and
directors
or
by
or
among
any
of
them,
30
including
use
of
weighted
voting
rights
or
director
proxies.
31
e.
Establishes
the
terms
and
conditions
of
any
agreement
for
32
the
transfer
or
use
of
property
or
the
provision
of
services
33
between
the
corporation
and
any
shareholder,
director,
officer,
34
or
employee
of
the
corporation,
or
among
any
of
them.
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f.
Transfers
to
one
or
more
shareholders
or
other
persons
1
all
or
part
of
the
authority
to
exercise
the
corporate
powers
2
or
to
manage
the
business
and
affairs
of
the
corporation,
3
including
the
resolution
of
any
issue
about
which
there
exists
4
a
deadlock
among
directors
or
shareholders.
5
g.
Requires
dissolution
of
the
corporation
at
the
request
6
of
one
or
more
of
the
shareholders
or
upon
the
occurrence
of
a
7
specified
event
or
contingency.
8
h.
Otherwise
governs
the
exercise
of
the
corporate
powers
or
9
the
management
of
the
business
and
affairs
of
the
corporation
10
or
the
relationship
among
the
shareholders,
the
directors,
and
11
the
corporation,
or
among
any
of
them,
and
is
not
contrary
to
12
public
policy.
13
2.
An
agreement
authorized
by
this
section
shall
satisfy
all
14
of
the
following
requirements:
15
a.
Be
as
set
forth
in
any
of
the
following:
16
(1)
The
articles
of
incorporation
or
bylaws
and
approved
by
17
all
persons
who
are
shareholders
at
the
time
of
the
agreement.
18
(2)
A
written
agreement
that
is
signed
by
all
persons
who
19
are
shareholders
at
the
time
of
the
agreement
and
is
made
known
20
to
the
corporation.
21
b.
Be
subject
to
amendment
only
by
all
persons
who
are
22
shareholders
at
the
time
of
the
amendment,
unless
the
agreement
23
provides
otherwise.
24
3.
The
existence
of
an
agreement
authorized
by
this
section
25
shall
be
noted
conspicuously
on
the
front
or
back
of
each
26
certificate
for
outstanding
shares
or
on
the
information
27
statement
required
by
section
490.626,
subsection
2.
If
at
the
28
time
of
the
agreement
the
corporation
has
shares
outstanding
29
represented
by
certificates,
the
corporation
shall
recall
the
30
outstanding
certificates
and
issue
substitute
certificates
that
31
comply
with
this
subsection.
The
failure
to
note
the
existence
32
of
the
agreement
on
the
certificate
or
information
statement
33
shall
not
affect
the
validity
of
the
agreement
or
any
action
34
taken
pursuant
to
it.
Any
purchaser
of
shares
who,
at
the
time
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of
purchase,
did
not
have
knowledge
of
the
existence
of
the
1
agreement
shall
be
entitled
to
rescission
of
the
purchase.
A
2
purchaser
shall
be
deemed
to
have
knowledge
of
the
existence
3
of
the
agreement
if
its
existence
is
noted
on
the
certificate
4
or
information
statement
for
the
shares
in
compliance
with
5
this
subsection
and,
if
the
shares
are
not
represented
by
a
6
certificate,
the
information
statement
is
delivered
to
the
7
purchaser
at
or
before
the
time
of
purchase
of
the
shares.
An
8
action
to
enforce
the
right
of
rescission
authorized
by
this
9
subsection
shall
be
commenced
within
the
earlier
of
ninety
days
10
after
discovery
of
the
existence
of
the
agreement
or
two
years
11
after
the
time
of
purchase
of
the
shares.
12
4.
If
the
agreement
ceases
to
be
effective
for
any
reason,
13
the
board
of
directors
may,
if
the
agreement
is
contained
or
14
referred
to
in
the
corporation’s
articles
of
incorporation
or
15
bylaws,
adopt
an
amendment
to
the
articles
of
incorporation
or
16
bylaws,
without
shareholder
action,
to
delete
the
agreement
and
17
any
references
to
it.
18
5.
An
agreement
authorized
by
this
section
that
limits
the
19
discretion
or
powers
of
the
board
of
directors
shall
relieve
20
the
directors
of,
and
impose
upon
the
person
or
persons
in
21
whom
such
discretion
or
powers
are
vested,
liability
for
acts
22
or
omissions
imposed
by
law
on
directors
to
the
extent
that
23
the
discretion
or
powers
of
the
directors
are
limited
by
the
24
agreement.
25
6.
The
existence
or
performance
of
an
agreement
authorized
26
by
this
section
shall
not
be
a
ground
for
imposing
personal
27
liability
on
any
shareholder
for
the
acts
or
debts
of
the
28
corporation
even
if
the
agreement
or
its
performance
treats
the
29
corporation
as
if
it
were
a
partnership
or
results
in
failure
30
to
observe
the
corporate
formalities
otherwise
applicable
to
31
the
matters
governed
by
the
agreement.
32
7.
Incorporators
or
subscribers
for
shares
may
act
as
33
shareholders
with
respect
to
an
agreement
authorized
by
this
34
section
if
no
shares
have
been
issued
when
the
agreement
is
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made.
1
8.
Limits,
if
any,
on
the
duration
of
an
agreement
2
authorized
by
this
section
must
be
set
forth
in
the
agreement.
3
An
agreement
that
became
effective
between
January
1,
2003,
4
and
June
30,
2014,
both
dates
inclusive,
unless
the
agreement
5
provided
otherwise,
remains
governed
by
the
provisions
of
this
6
section
concerning
duration
then
in
effect.
7
Sec.
79.
Section
490.740,
Code
2021,
is
amended
by
striking
8
the
section
and
inserting
in
lieu
thereof
the
following:
9
490.740
Part
definitions.
10
As
used
in
this
part:
11
1.
“Derivative
proceeding”
means
a
civil
suit
in
the
right
12
of
a
domestic
corporation
or,
to
the
extent
provided
in
section
13
490.747,
in
the
right
of
a
foreign
corporation.
14
2.
“Shareholder”
means
a
record
shareholder,
a
beneficial
15
shareholder,
and
an
unrestricted
voting
trust
beneficial
owner.
16
Sec.
80.
Section
490.743,
Code
2021,
is
amended
by
striking
17
the
section
and
inserting
in
lieu
thereof
the
following:
18
490.743
Stay
of
proceedings.
19
If
the
corporation
commences
an
inquiry
into
the
allegations
20
made
in
the
demand
or
complaint,
the
court
may
stay
any
21
derivative
proceeding
for
such
period
as
the
court
deems
22
appropriate.
23
Sec.
81.
Section
490.744,
Code
2021,
is
amended
by
striking
24
the
section
and
inserting
in
lieu
thereof
the
following:
25
490.744
Dismissal.
26
1.
A
derivative
proceeding
shall
be
dismissed
by
the
court
27
on
motion
by
the
corporation
if
one
of
the
groups
specified
28
in
subsection
2
or
5
has
determined
in
good
faith,
after
29
conducting
a
reasonable
inquiry
upon
which
its
conclusions
are
30
based,
that
the
maintenance
of
the
derivative
proceeding
is
31
not
in
the
best
interests
of
the
corporation.
A
corporation
32
moving
to
dismiss
on
this
basis
shall
submit
in
support
of
the
33
motion
a
short
and
concise
statement
of
the
reasons
for
its
34
determination.
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2.
Unless
a
panel
is
appointed
pursuant
to
subsection
5,
1
the
determination
in
subsection
1
shall
be
made
by
any
of
the
2
following:
3
a.
A
majority
vote
of
qualified
directors
present
at
a
4
meeting
of
the
board
of
directors
if
the
qualified
directors
5
constitute
a
quorum.
6
b.
A
majority
vote
of
a
committee
consisting
of
two
or
more
7
qualified
directors
appointed
by
majority
vote
of
qualified
8
directors
present
at
a
meeting
of
the
board
of
directors,
9
regardless
of
whether
such
qualified
directors
constitute
a
10
quorum.
11
3.
a.
If
a
derivative
proceeding
is
commenced
after
12
a
determination
has
been
made
rejecting
a
demand
by
a
13
shareholder,
the
complaint
shall
allege
with
particularity
14
facts
establishing
any
of
the
following:
15
(1)
That
a
majority
of
the
board
of
directors
did
not
16
consist
of
qualified
directors
at
the
time
the
determination
17
was
made.
18
(2)
That
the
requirements
of
subsection
1
have
not
been
met.
19
b.
All
discovery
and
other
proceedings
shall
be
stayed
20
during
the
pendency
of
any
motion
to
dismiss
unless
the
21
court
finds
upon
the
motion
of
any
party
that
particularized
22
discovery
is
necessary
to
preserve
evidence
or
prevent
undue
23
prejudice
to
that
party.
24
4.
If
a
majority
of
the
board
of
directors
consisted
25
of
qualified
directors
at
the
time
the
determination
was
26
made,
the
plaintiff
shall
have
the
burden
of
proving
that
27
the
requirements
of
subsection
1
have
not
been
met;
if
not,
28
the
corporation
shall
have
the
burden
of
proving
that
the
29
requirements
of
subsection
1
have
been
met.
30
5.
Upon
motion
by
the
corporation,
the
court
may
appoint
31
a
panel
of
one
or
more
individuals
to
make
a
determination
32
whether
the
maintenance
of
the
derivative
proceeding
is
in
the
33
best
interests
of
the
corporation.
In
such
case,
the
plaintiff
34
shall
have
the
burden
of
proving
that
the
requirements
of
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subsection
1
have
not
been
met.
1
Sec.
82.
Section
490.745,
Code
2021,
is
amended
by
striking
2
the
section
and
inserting
in
lieu
thereof
the
following:
3
490.745
Discontinuance
or
settlement.
4
A
derivative
proceeding
shall
not
be
discontinued
or
settled
5
without
the
court’s
approval.
If
the
court
determines
that
a
6
proposed
discontinuance
or
settlement
will
substantially
affect
7
the
interests
of
the
corporation’s
shareholders
or
a
class
or
8
series
of
shareholders,
the
court
shall
direct
that
notice
be
9
given
to
the
shareholders
affected.
10
Sec.
83.
Section
490.746,
Code
2021,
is
amended
by
striking
11
the
section
and
inserting
in
lieu
thereof
the
following:
12
490.746
Payment
of
expenses.
13
On
termination
of
the
derivative
proceeding,
the
court
may
14
do
any
of
the
following:
15
1.
Order
the
corporation
to
pay
the
plaintiff’s
expenses
16
incurred
in
the
proceeding
if
it
finds
that
the
proceeding
has
17
resulted
in
a
substantial
benefit
to
the
corporation.
18
2.
Order
the
plaintiff
to
pay
any
defendant’s
expenses
19
incurred
in
defending
the
proceeding
if
it
finds
that
the
20
proceeding
was
commenced
or
maintained
without
reasonable
cause
21
or
for
an
improper
purpose.
22
3.
Order
a
party
to
pay
an
opposing
party’s
expenses
23
incurred
because
of
the
filing
of
a
pleading,
motion,
or
other
24
paper,
if
it
finds
that
any
of
the
following
apply:
25
a.
The
pleading,
motion,
or
other
paper
was
not
well
26
grounded
in
fact,
after
reasonable
inquiry,
or
warranted
by
27
existing
law
or
a
good
faith
argument
for
the
extension,
28
modification,
or
reversal
of
existing
law.
29
b.
The
pleading,
motion,
or
other
paper
was
interposed
for
30
an
improper
purpose,
such
as
to
harass
or
cause
unnecessary
31
delay
or
needless
increase
in
the
cost
of
litigation.
32
Sec.
84.
Section
490.748,
Code
2021,
is
amended
by
striking
33
the
section
and
inserting
in
lieu
thereof
the
following:
34
490.748
Shareholder
action
to
appoint
custodian
or
receiver.
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1.
The
district
court
of
the
county
where
a
corporation’s
1
principal
office
or,
if
none
in
this
state,
its
registered
2
office,
is
located
may
appoint
one
or
more
persons
to
be
3
custodians,
or,
if
the
corporation
is
insolvent,
to
be
4
receivers,
of
and
for
a
corporation
in
a
proceeding
by
a
5
shareholder
where
it
is
established
that
any
of
the
following
6
applies:
7
a.
The
directors
are
deadlocked
in
the
management
of
8
the
corporate
affairs,
the
shareholders
are
unable
to
break
9
the
deadlock,
and
irreparable
injury
to
the
corporation
is
10
threatened
or
being
suffered.
11
b.
The
directors
or
those
in
control
of
the
corporation
are
12
acting
fraudulently
and
irreparable
injury
to
the
corporation
13
is
threatened
or
being
suffered.
14
2.
a.
The
district
court
may
issue
injunctions,
appoint
a
15
temporary
custodian
or
temporary
receiver
with
all
the
powers
16
and
duties
the
district
court
directs,
take
other
action
to
17
preserve
the
corporate
assets
wherever
located,
and
carry
on
18
the
business
of
the
corporation
until
a
full
hearing
is
held.
19
b.
The
district
court
shall
hold
a
full
hearing,
after
20
notifying
all
parties
to
the
proceeding
and
any
interested
21
persons
designated
by
the
district
court,
before
appointing
a
22
custodian
or
receiver.
23
c.
The
district
court
has
jurisdiction
over
the
corporation
24
and
all
of
its
property,
wherever
located.
25
3.
The
district
court
may
appoint
an
individual
or
domestic
26
or
foreign
corporation,
registered
to
do
business
in
this
27
state,
as
a
custodian
or
receiver
and
may
require
the
custodian
28
or
receiver
to
post
bond,
with
or
without
sureties,
in
an
29
amount
the
district
court
directs.
30
4.
The
district
court
shall
describe
the
powers
and
duties
31
of
the
custodian
or
receiver
in
its
appointing
order,
which
may
32
be
amended
from
time
to
time.
Among
other
powers,
all
of
the
33
following
apply:
34
a.
A
custodian
may
exercise
all
of
the
powers
of
the
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corporation,
through
or
in
place
of
its
board
of
directors,
to
1
the
extent
necessary
to
manage
the
business
and
affairs
of
the
2
corporation.
3
b.
A
receiver
may
do
any
of
the
following:
4
(1)
Dispose
of
all
or
any
part
of
the
assets
of
the
5
corporation
wherever
located,
at
a
public
or
private
sale,
if
6
authorized
by
the
district
court.
7
(2)
Sue
and
defend
in
the
receiver’s
own
name
as
receiver
in
8
all
courts
of
this
state.
9
5.
The
district
court
during
a
custodianship
may
10
redesignate
the
custodian
a
receiver,
and
during
a
receivership
11
may
redesignate
the
receiver
a
custodian,
if
doing
so
is
in
the
12
best
interests
of
the
corporation.
13
6.
The
district
court
from
time
to
time
during
the
14
custodianship
or
receivership
may
order
compensation
paid
and
15
expense
disbursements
or
reimbursements
made
to
the
custodian
16
or
receiver
from
the
assets
of
the
corporation
or
proceeds
from
17
the
sale
of
its
assets.
18
7.
As
used
in
this
section,
“shareholder”
means
a
record
19
shareholder,
a
beneficial
shareholder,
and
an
unrestricted
20
voting
trust
beneficial
owner.
21
Sec.
85.
NEW
SECTION
.
490.749
Judicial
determination
of
22
corporate
offices
and
review
of
elections
and
shareholder
votes.
23
1.
Upon
application
of
or
in
a
proceeding
commenced
by
a
24
person
specified
in
subsection
2,
the
district
court
of
the
25
county
where
the
corporation’s
principal
office
or,
if
none
in
26
this
state,
its
registered
office,
is
located
may
determine
all
27
of
the
following:
28
a.
The
result
or
validity
of
the
election,
appointment,
29
removal,
or
resignation
of
a
director
or
officer
of
the
30
corporation.
31
b.
The
right
of
an
individual
to
hold
the
office
of
director
32
or
officer
of
the
corporation.
33
c.
The
result
or
validity
of
any
vote
by
the
shareholders
34
of
the
corporation.
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d.
The
right
of
a
director
to
membership
on
a
committee
of
1
the
board
of
directors.
2
e.
The
right
of
a
person
to
nominate
or
an
individual
to
3
be
nominated
as
a
candidate
for
election
or
appointment
as
4
a
director
of
the
corporation,
and
any
right
under
a
bylaw
5
adopted
pursuant
to
section
490.206,
subsection
3,
or
any
6
comparable
right
under
any
provision
of
the
articles
of
7
incorporation,
contract,
or
applicable
law.
8
2.
An
application
or
proceeding
pursuant
to
subsection
1
may
9
be
filed
or
commenced
by
any
of
the
following
persons:
10
a.
The
corporation.
11
b.
Any
record
shareholder,
beneficial
shareholder,
or
12
unrestricted
voting
trust
beneficial
owner
of
the
corporation.
13
c.
A
director
of
the
corporation,
an
individual
claiming
14
the
office
of
director,
or
a
director
whose
membership
on
a
15
committee
of
the
board
of
directors
is
contested,
in
each
case
16
who
is
seeking
a
determination
of
a
right
to
such
office
or
17
membership.
18
d.
An
officer
of
the
corporation
or
an
individual
claiming
19
to
be
an
officer
of
the
corporation,
in
each
case
who
is
20
seeking
a
determination
of
a
right
to
such
office.
21
e.
A
person
claiming
a
right
covered
by
subsection
1,
22
paragraph
“e”
,
and
who
is
seeking
a
determination
of
such
right.
23
3.
In
connection
with
any
application
or
proceeding
under
24
subsection
1,
the
following
shall
be
named
as
defendants,
25
unless
such
person
made
the
application
or
commenced
the
26
proceeding:
27
a.
The
corporation.
28
b.
Any
individual
whose
right
to
office
or
membership
on
a
29
committee
of
the
board
of
directors
is
contested.
30
c.
Any
individual
claiming
the
office
or
membership
at
31
issue.
32
d.
Any
person
claiming
a
right
covered
by
subsection
1,
33
paragraph
“e”
,
that
is
at
issue.
34
4.
In
connection
with
any
application
or
proceeding
under
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subsection
1,
service
of
process
may
be
made
upon
each
of
the
1
persons
specified
in
subsection
3,
by
any
of
the
following:
2
a.
Service
of
process
on
the
corporation
addressed
to
such
3
person
in
any
manner
provided
by
statute
of
this
state
or
by
4
rule
of
the
applicable
court
for
service
on
the
corporation.
5
b.
Service
of
process
on
the
person
in
any
manner
provided
6
by
statute
of
this
state
or
by
rule
of
the
applicable
court.
7
5.
When
service
of
process
is
made
upon
a
person
other
than
8
the
corporation
by
service
upon
the
corporation
pursuant
to
9
subsection
4,
paragraph
“a”
,
the
plaintiff
and
the
corporation
10
or
its
registered
agent
shall
promptly
provide
written
notice
11
of
such
service,
together
with
copies
of
all
process
and
the
12
application
or
complaint,
to
the
person
at
the
person’s
last
13
known
residence
or
business
address,
or
as
permitted
by
statute
14
of
this
state
or
by
rule
of
the
applicable
court.
15
6.
In
connection
with
any
application
or
proceeding
under
16
subsection
1,
the
court
shall
dispose
of
the
application
or
17
proceeding
on
an
expedited
basis
and
also
may
do
any
of
the
18
following:
19
a.
Order
such
additional
or
further
notice
as
the
court
20
deems
proper
under
the
circumstances.
21
b.
Order
that
additional
persons
be
joined
as
parties
to
22
the
proceeding
if
the
court
determines
that
such
joinder
is
23
necessary
for
a
just
adjudication
of
matters
before
the
court.
24
c.
Order
an
election
or
meeting
be
held
in
accordance
with
25
the
provisions
of
section
490.703,
subsection
2,
or
otherwise.
26
d.
Appoint
a
master
to
conduct
an
election
or
meeting.
27
e.
Enter
temporary,
preliminary,
or
permanent
injunctive
28
relief.
29
f.
Resolve
solely
for
the
purpose
of
this
proceeding
any
30
legal
or
factual
issues
necessary
for
the
resolution
of
any
of
31
the
matters
specified
in
subsection
1,
including
the
right
and
32
power
of
persons
claiming
to
own
shares
to
vote
at
any
meeting
33
of
the
shareholders.
34
g.
Order
such
other
relief
as
the
court
determines
is
35
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equitable,
just,
and
proper.
1
7.
It
is
not
necessary
to
make
shareholders
a
party
to
2
a
proceeding
or
application
pursuant
to
this
section
unless
3
the
shareholder
is
a
required
defendant
under
subsection
4
3,
paragraph
“d”
,
relief
is
sought
against
the
shareholder
5
individually,
or
the
court
orders
joinder
pursuant
to
6
subsection
6,
paragraph
“b”
.
7
8.
Nothing
in
this
section
limits,
restricts,
or
abolishes
8
the
subject
matter
jurisdiction
or
powers
of
the
court
9
as
existed
before
the
enactment
of
this
section,
and
an
10
application
or
proceeding
pursuant
to
this
section
is
not
the
11
exclusive
remedy
or
proceeding
available
with
respect
to
the
12
matters
specified
in
subsection
1.
13
Sec.
86.
Section
490.801,
Code
2021,
is
amended
by
striking
14
the
section
and
inserting
in
lieu
thereof
the
following:
15
490.801
Requirement
for
and
functions
of
board
of
directors.
16
1.
Except
as
may
be
provided
in
an
agreement
authorized
17
under
section
490.732,
each
corporation
shall
have
a
board
of
18
directors.
19
2.
Except
as
may
be
provided
in
an
agreement
authorized
20
under
section
490.732,
and
subject
to
any
limitation
in
21
the
articles
of
incorporation
permitted
by
section
490.202,
22
subsection
2,
all
corporate
powers
shall
be
exercised
by
or
23
under
the
authority
of
the
board
of
directors,
and
the
business
24
and
affairs
of
the
corporation
shall
be
managed
by
or
under
25
the
direction,
and
subject
to
the
oversight,
of
the
board
of
26
directors.
27
Sec.
87.
Section
490.802,
Code
2021,
is
amended
by
striking
28
the
section
and
inserting
in
lieu
thereof
the
following:
29
490.802
Qualifications
of
directors.
30
1.
The
articles
of
incorporation
or
bylaws
may
prescribe
31
qualifications
for
directors
or
for
nominees
for
directors.
32
Qualifications
must
be
reasonable
as
applied
to
the
corporation
33
and
be
lawful.
34
2.
A
requirement
that
is
based
on
a
past,
prospective,
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or
current
action,
or
expression
of
opinion,
by
a
nominee
1
or
director
that
could
limit
the
ability
of
a
nominee
or
2
director
to
discharge
his
or
her
duties
as
a
director
is
not
a
3
permissible
qualification
under
this
section.
Notwithstanding
4
the
foregoing,
qualifications
may
include
not
being
or
having
5
been
subject
to
specified
criminal,
civil,
or
regulatory
6
sanctions
or
not
having
been
removed
as
a
director
by
judicial
7
action
or
for
cause.
8
3.
A
director
need
not
be
a
resident
of
this
state
or
a
9
shareholder
unless
the
articles
of
incorporation
or
bylaws
so
10
prescribe.
11
4.
A
qualification
for
nomination
for
director
prescribed
12
before
a
person’s
nomination
shall
apply
to
such
person
at
13
the
time
of
nomination.
A
qualification
for
nomination
for
14
director
prescribed
after
a
person’s
nomination
shall
not
apply
15
to
such
person
with
respect
to
such
nomination.
16
5.
A
qualification
for
director
prescribed
before
a
17
director
has
been
elected
or
appointed
may
apply
only
at
the
18
time
an
individual
becomes
a
director
or
may
apply
during
a
19
director’s
term.
A
qualification
prescribed
after
a
director
20
has
been
elected
or
appointed
shall
not
apply
to
that
director
21
before
the
end
of
that
director’s
term.
22
Sec.
88.
Section
490.803,
Code
2021,
is
amended
by
striking
23
the
section
and
inserting
in
lieu
thereof
the
following:
24
490.803
Number
and
election
of
directors.
25
1.
A
board
of
directors
shall
consist
of
one
or
more
26
individuals,
with
the
number
specified
in
or
fixed
in
27
accordance
with
the
articles
of
incorporation
or
bylaws.
28
2.
The
number
of
directors
may
be
increased
or
decreased
29
from
time
to
time
by
amendment
to,
or
in
the
manner
provided
30
in,
the
articles
of
incorporation
or
bylaws.
31
3.
Directors
are
elected
at
the
first
annual
shareholders’
32
meeting
and
at
each
annual
shareholders’
meeting
thereafter
33
unless
elected
by
written
consent
in
lieu
of
an
annual
meeting
34
as
permitted
by
section
490.704
or
unless
their
terms
are
35
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staggered
under
section
490.806.
1
Sec.
89.
Section
490.804,
Code
2021,
is
amended
by
striking
2
the
section
and
inserting
in
lieu
thereof
the
following:
3
490.804
Election
of
directors
by
certain
classes
of
series
4
of
shares.
5
If
the
articles
of
incorporation
or
action
by
the
board
of
6
directors
pursuant
to
section
490.602
authorize
dividing
the
7
shares
into
classes
or
series,
the
articles
of
incorporation
8
may
also
authorize
the
election
of
all
or
a
specified
number
9
of
directors
by
the
holders
of
one
or
more
authorized
classes
10
or
series
of
shares.
A
class
or
series,
or
multiple
classes
11
or
series,
of
shares
entitled
to
elect
one
or
more
directors
12
is
a
separate
voting
group
for
purposes
of
the
election
of
13
directors.
14
Sec.
90.
Section
490.805,
Code
2021,
is
amended
by
striking
15
the
section
and
inserting
in
lieu
thereof
the
following:
16
490.805
Terms
of
directors
generally.
17
1.
The
terms
of
the
initial
directors
of
a
corporation
18
expire
at
the
first
shareholders’
meeting
at
which
directors
19
are
elected.
20
2.
a.
The
terms
of
all
other
directors
expire
at
the
21
next,
or
if
their
terms
are
staggered
in
accordance
with
22
section
490.806,
at
the
applicable
second
or
third,
annual
23
shareholders’
meeting
following
their
election.
24
b.
Paragraph
“a”
does
not
apply
in
any
of
the
following
25
circumstances:
26
(1)
To
the
extent
provided
in
section
490.1022
if
a
bylaw
27
electing
to
be
governed
by
that
section
is
in
effect.
28
(2)
A
shorter
term
is
specified
in
the
articles
of
29
incorporation
in
the
event
of
a
director
nominee
failing
to
30
receive
a
specified
vote
for
election.
31
3.
A
decrease
in
the
number
of
directors
does
not
shorten
32
an
incumbent
director’s
term.
33
4.
The
term
of
a
director
elected
to
fill
a
vacancy
expires
34
at
the
next
shareholders’
meeting
at
which
directors
are
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elected.
1
5.
Except
to
the
extent
otherwise
provided
in
the
articles
2
of
incorporation
or
under
section
490.1022,
if
a
bylaw
electing
3
to
be
governed
by
that
section
is
in
effect,
despite
the
4
expiration
of
a
director’s
term,
the
director
continues
to
5
serve
until
the
director’s
successor
is
elected
and
qualifies
6
or
there
is
a
decrease
in
the
number
of
directors.
7
Sec.
91.
Section
490.806,
Code
2021,
is
amended
by
striking
8
the
section
and
inserting
in
lieu
thereof
the
following:
9
490.806
Staggered
terms
for
directors.
10
The
articles
of
incorporation
may
provide
for
staggering
the
11
terms
of
directors
by
dividing
the
total
number
of
directors
12
into
two
or
three
groups,
with
each
group
containing
one-half
13
or
one-third
of
the
total,
as
near
as
may
be
practicable.
14
In
that
event,
the
terms
of
directors
in
the
first
group
15
expire
at
the
first
annual
shareholders’
meeting
after
their
16
election,
the
terms
of
the
second
group
expire
at
the
second
17
annual
shareholders’
meeting
after
their
election,
and
the
18
terms
of
the
third
group,
if
any,
expire
at
the
third
annual
19
shareholders’
meeting
after
their
election.
At
each
annual
20
shareholders’
meeting
held
thereafter,
directors
shall
be
21
elected
for
a
term
of
two
years
or
three
years,
as
the
case
may
22
be,
to
succeed
those
whose
terms
expire.
23
Sec.
92.
Section
490.807,
Code
2021,
is
amended
by
striking
24
the
section
and
inserting
in
lieu
thereof
the
following:
25
490.807
Resignation
of
directors.
26
1.
A
director
may
resign
at
any
time
by
delivering
a
written
27
notice
of
resignation
to
the
board
of
directors
or
its
chair,
28
or
to
the
secretary.
29
2.
A
resignation
is
effective
as
provided
in
section
30
490.141,
subsection
9,
unless
the
resignation
provides
for
a
31
delayed
effectiveness,
including
effectiveness
determined
upon
32
a
future
event
or
events.
A
resignation
that
is
conditioned
33
upon
failing
to
receive
a
specified
vote
for
election
as
a
34
director
may
provide
that
it
is
irrevocable.
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Sec.
93.
Section
490.808,
Code
2021,
is
amended
by
striking
1
the
section
and
inserting
in
lieu
thereof
the
following:
2
490.808
Removal
of
directors
by
shareholders.
3
1.
The
shareholders
may
remove
one
or
more
directors
with
or
4
without
cause
unless
the
articles
of
incorporation
provide
that
5
directors
may
be
removed
only
for
cause.
6
2.
If
a
director
is
elected
by
a
voting
group
of
7
shareholders,
only
the
shareholders
of
that
voting
group
may
8
participate
in
the
vote
to
remove
that
director.
9
3.
A
director
may
be
removed
if
the
number
of
votes
cast
10
to
remove
exceeds
the
number
of
votes
cast
not
to
remove
the
11
director,
except
to
the
extent
the
articles
of
incorporation
12
or
bylaws
require
a
greater
number.
However,
if
cumulative
13
voting
is
authorized,
a
director
shall
not
be
removed
if,
in
14
the
case
of
a
meeting,
the
number
of
votes
sufficient
to
elect
15
the
director
under
cumulative
voting
is
voted
against
removal
16
and,
if
action
is
taken
by
less
than
unanimous
written
consent,
17
voting
shareholders
entitled
to
the
number
of
votes
sufficient
18
to
elect
the
director
under
cumulative
voting
do
not
consent
19
to
the
removal.
20
4.
A
director
may
be
removed
by
the
shareholders
only
at
a
21
meeting
called
for
the
purpose
of
removing
the
director,
and
22
the
meeting
notice
must
state
that
removal
of
the
director
is
a
23
purpose
of
the
meeting.
24
Sec.
94.
Section
490.809,
Code
2021,
is
amended
by
striking
25
the
section
and
inserting
in
lieu
thereof
the
following:
26
490.809
Removal
of
directors
by
judicial
proceeding.
27
1.
The
district
court
of
the
county
where
a
corporation’s
28
principal
office
or,
if
none
in
this
state,
its
registered
29
office,
is
located
may
remove
a
director
from
office
or
30
may
order
other
relief,
including
barring
the
director
31
from
reelection
for
a
period
prescribed
by
the
court,
in
a
32
proceeding
commenced
by
or
in
the
right
of
the
corporation
if
33
the
court
finds
that
all
of
the
following
apply:
34
a.
The
director
engaged
in
fraudulent
conduct
with
respect
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to
the
corporation
or
its
shareholders,
grossly
abused
the
1
position
of
director,
or
intentionally
inflicted
harm
on
the
2
corporation.
3
b.
Considering
the
director’s
course
of
conduct
and
the
4
inadequacy
of
other
available
remedies,
removal
or
such
other
5
relief
would
be
in
the
best
interest
of
the
corporation.
6
2.
A
shareholder
proceeding
on
behalf
of
the
corporation
7
under
subsection
1
shall
comply
with
all
of
the
requirements
of
8
subchapter
VII,
part
D,
except
section
490.741,
subsection
1.
9
Sec.
95.
Section
490.810,
Code
2021,
is
amended
by
striking
10
the
section
and
inserting
in
lieu
thereof
the
following:
11
490.810
Vacancy
on
board
of
directors.
12
1.
Unless
the
articles
of
incorporation
provide
otherwise,
13
if
a
vacancy
occurs
on
a
board
of
directors,
including
a
14
vacancy
resulting
from
an
increase
in
the
number
of
directors,
15
the
vacancy
may
be
filled
in
any
of
the
following
manners:
16
a.
The
shareholders
may
fill
the
vacancy.
17
b.
The
board
of
directors
may
fill
the
vacancy.
18
c.
If
the
directors
remaining
in
office
are
less
than
a
19
quorum,
they
may
fill
the
vacancy
by
the
affirmative
vote
of
a
20
majority
of
all
the
directors
remaining
in
office.
21
2.
If
the
vacant
office
was
held
by
a
director
elected
by
22
a
voting
group
of
shareholders,
only
the
holders
of
shares
of
23
that
voting
group
are
entitled
to
vote
to
fill
the
vacancy
24
if
it
is
filled
by
the
shareholders,
and
only
the
remaining
25
directors
elected
by
that
voting
group,
even
if
less
than
a
26
quorum,
are
entitled
to
fill
the
vacancy
if
it
is
filled
by
the
27
directors.
28
3.
A
vacancy
that
will
occur
at
a
specific
later
date,
by
29
reason
of
a
resignation
effective
at
a
later
date
under
section
30
490.807,
subsection
2,
or
otherwise,
may
be
filled
before
the
31
vacancy
occurs
but
the
new
director
shall
not
take
office
until
32
the
vacancy
occurs.
33
Sec.
96.
Section
490.820,
Code
2021,
is
amended
by
striking
34
the
section
and
inserting
in
lieu
thereof
the
following:
35
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_____
490.820
Meetings.
1
1.
The
board
of
directors
may
hold
regular
or
special
2
meetings
in
or
out
of
this
state.
3
2.
Unless
restricted
by
the
articles
of
incorporation
4
or
bylaws,
any
director
may
participate
in
any
meeting
5
of
the
board
of
directors
through
the
use
of
any
means
of
6
communication
by
which
all
directors
participating
may
7
simultaneously
hear
each
other
during
the
meeting.
A
director
8
participating
in
a
meeting
by
this
means
is
deemed
to
be
9
present
in
person
at
the
meeting.
10
Sec.
97.
Section
490.821,
Code
2021,
is
amended
by
striking
11
the
section
and
inserting
in
lieu
thereof
the
following:
12
490.821
Action
without
meeting.
13
1.
Except
to
the
extent
that
the
articles
of
incorporation
14
or
bylaws
require
that
action
by
the
board
of
directors
be
15
taken
at
a
meeting,
action
required
or
permitted
by
this
16
chapter
to
be
taken
by
the
board
of
directors
may
be
taken
17
without
a
meeting
if
each
director
signs
a
consent
describing
18
the
action
to
be
taken
and
delivers
it
to
the
corporation.
19
2.
Action
taken
under
this
section
is
the
act
of
the
board
20
of
directors
when
one
or
more
consents
signed
by
all
the
21
directors
are
delivered
to
the
corporation.
The
consent
may
22
specify
the
time
at
which
the
action
taken
is
to
be
effective.
23
A
director’s
consent
may
be
withdrawn
by
a
revocation
signed
by
24
the
director
and
delivered
to
the
corporation
before
delivery
25
to
the
corporation
of
unrevoked
written
consents
signed
by
all
26
the
directors.
27
3.
A
consent
signed
under
this
section
has
the
effect
of
28
action
taken
at
a
meeting
of
the
board
of
directors
and
may
be
29
described
as
such
in
any
document.
30
Sec.
98.
Section
490.822,
Code
2021,
is
amended
by
striking
31
the
section
and
inserting
in
lieu
thereof
the
following:
32
490.822
Notice
of
meeting.
33
1.
Unless
the
articles
of
incorporation
or
bylaws
provide
34
otherwise,
regular
meetings
of
the
board
of
directors
may
be
35
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_____
held
without
notice
of
the
date,
time,
place,
or
purpose
of
the
1
meeting.
2
2.
Unless
the
articles
of
incorporation
or
bylaws
provide
3
for
a
longer
or
shorter
period,
special
meetings
of
the
board
4
of
directors
shall
be
preceded
by
at
least
two
days’
notice
of
5
the
date,
time,
and
place
of
the
meeting.
The
notice
need
not
6
describe
the
purpose
of
the
special
meeting
unless
required
by
7
the
articles
of
incorporation
or
bylaws.
8
Sec.
99.
Section
490.823,
Code
2021,
is
amended
by
striking
9
the
section
and
inserting
in
lieu
thereof
the
following:
10
490.823
Waiver
of
notice.
11
1.
A
director
may
waive
any
notice
required
by
this
chapter,
12
the
articles
of
incorporation,
or
the
bylaws
before
or
after
13
the
date
and
time
stated
in
the
notice.
Except
as
provided
14
by
subsection
2,
the
waiver
must
be
in
writing,
signed
by
15
the
director
entitled
to
the
notice,
and
delivered
to
the
16
corporation
for
filing
by
the
corporation
with
the
minutes
or
17
corporate
records.
18
2.
A
director’s
attendance
at
or
participation
in
a
meeting
19
waives
any
required
notice
to
the
director
of
the
meeting
20
unless
all
of
the
following
apply:
21
a.
The
director
at
the
beginning
of
the
meeting,
or
promptly
22
upon
arrival,
objects
to
holding
the
meeting
or
transacting
23
business
at
the
meeting.
24
b.
The
director
does
not,
after
objecting,
vote
for
or
25
assent
to
action
taken
at
the
meeting.
26
Sec.
100.
Section
490.824,
Code
2021,
is
amended
by
striking
27
the
section
and
inserting
in
lieu
thereof
the
following:
28
490.824
Quorum
and
voting.
29
1.
Unless
the
articles
of
incorporation
or
bylaws
provide
30
for
a
greater
or
lesser
number,
or
unless
otherwise
expressly
31
provided
in
this
chapter,
a
quorum
of
a
board
of
directors
32
consists
of
a
majority
of
the
number
of
directors
specified
in
33
or
fixed
in
accordance
with
the
articles
of
incorporation
or
34
bylaws.
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2.
The
quorum
of
the
board
of
directors
specified
in
1
or
fixed
in
accordance
with
the
articles
of
incorporation
2
or
bylaws
shall
not
consist
of
less
than
one-third
of
the
3
specified
or
fixed
number
of
directors.
4
3.
If
a
quorum
is
present
when
a
vote
is
taken,
the
5
affirmative
vote
of
a
majority
of
directors
present
is
the
act
6
of
the
board
of
directors
unless
the
articles
of
incorporation
7
or
bylaws
require
the
vote
of
a
greater
number
of
directors
or
8
unless
otherwise
expressly
provided
in
this
chapter.
9
4.
a.
A
director
who
is
present
at
a
meeting
of
the
board
10
of
directors
or
a
committee
when
corporate
action
is
taken
is
11
deemed
to
have
assented
to
the
action
taken
unless
one
or
more
12
of
the
following
occurs:
13
(1)
The
director
objects
at
the
beginning
of
the
meeting,
or
14
promptly
upon
arrival,
to
holding
it
or
transacting
business
15
at
the
meeting.
16
(2)
The
dissent
or
abstention
from
the
action
taken
is
17
entered
in
the
minutes
of
the
meeting.
18
(3)
The
director
delivers
written
notice
of
the
director’s
19
dissent
or
abstention
to
the
presiding
officer
of
the
meeting
20
before
its
adjournment
or
to
the
corporation
immediately
after
21
adjournment
of
the
meeting.
22
b.
The
right
of
dissent
or
abstention
is
not
available
to
a
23
director
who
votes
in
favor
of
the
action
taken.
24
Sec.
101.
Section
490.825,
Code
2021,
is
amended
by
striking
25
the
section
and
inserting
in
lieu
thereof
the
following:
26
490.825
Committees
of
the
board.
27
1.
Unless
this
chapter,
the
articles
of
incorporation,
28
or
the
bylaws
provide
otherwise,
a
board
of
directors
may
29
establish
one
or
more
board
committees
composed
exclusively
30
of
one
or
more
directors
to
perform
functions
of
the
board
of
31
directors.
32
2.
a.
The
establishment
of
a
board
committee
and
33
appointment
of
members
to
it
shall
be
approved
by
the
greater
34
of
the
following:
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_____
(1)
A
majority
of
all
the
directors
in
office
when
the
1
action
is
taken.
2
(2)
The
number
of
directors
required
by
the
articles
of
3
incorporation
or
bylaws
to
take
action
under
section
490.824.
4
b.
Paragraph
“a”
applies
unless,
in
either
case,
this
5
chapter
or
the
articles
of
incorporation
provide
otherwise.
6
3.
Sections
490.820
through
490.824
apply
to
board
7
committees
and
their
members.
8
4.
A
board
committee
may
exercise
the
powers
of
the
board
9
of
directors
under
section
490.801,
to
the
extent
specified
by
10
the
board
of
directors
or
in
the
articles
of
incorporation
or
11
bylaws,
except
that
a
board
committee
shall
not
do
any
of
the
12
following:
13
a.
Authorize
or
approve
distributions,
except
according
to
14
a
formula
or
method,
or
within
limits,
prescribed
by
the
board
15
of
directors.
16
b.
Approve
or
propose
to
shareholders
action
that
this
17
chapter
requires
be
approved
by
shareholders.
18
c.
Fill
vacancies
on
the
board
of
directors
or,
subject
to
19
subsection
5,
on
any
board
committees.
20
d.
Adopt,
amend,
or
repeal
bylaws.
21
5.
The
board
of
directors
may
appoint
one
or
more
directors
22
as
alternate
members
of
any
board
committee
to
replace
any
23
absent
or
disqualified
member
during
the
member’s
absence
24
or
disqualification.
If
the
articles
of
incorporation,
the
25
bylaws,
or
the
resolution
creating
the
board
committee
so
26
provide,
the
member
or
members
present
at
any
board
committee
27
meeting
and
not
disqualified
from
voting
may,
by
unanimous
28
action,
appoint
another
director
to
act
in
place
of
an
absent
29
or
disqualified
member
during
that
member’s
absence
or
30
disqualification.
31
Sec.
102.
Section
490.830,
Code
2021,
is
amended
by
striking
32
the
section
and
inserting
in
lieu
thereof
the
following:
33
490.830
Standards
of
conduct
for
directors.
34
1.
Each
member
of
the
board
of
directors,
when
discharging
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_____
the
duties
of
a
director,
shall
act
in
conformity
with
all
of
1
the
following:
2
a.
In
good
faith.
3
b.
In
a
manner
the
director
reasonably
believes
to
be
in
the
4
best
interests
of
the
corporation.
5
2.
The
members
of
the
board
of
directors
or
a
board
6
committee,
when
becoming
informed
in
connection
with
their
7
decision-making
function
or
devoting
attention
to
their
8
oversight
function,
shall
discharge
their
duties
with
the
care
9
that
a
person
in
a
like
position
would
reasonably
believe
10
appropriate
under
similar
circumstances.
11
3.
In
discharging
board
or
board
committee
duties,
a
12
director
shall
disclose,
or
cause
to
be
disclosed,
to
the
other
13
board
or
committee
members
information
which
the
director
14
knows
is
not
already
known
by
them
but
known
by
the
director
15
to
be
material
to
the
discharge
of
their
decision-making
or
16
oversight
functions,
except
that
disclosure
is
not
required
to
17
the
extent
that
the
director
reasonably
believes
that
doing
so
18
would
violate
a
duty
imposed
under
law,
a
legally
enforceable
19
obligation
of
confidentiality,
or
a
professional
ethics
rule.
20
4.
In
discharging
board
or
board
committee
duties,
a
21
director
who
does
not
have
knowledge
that
makes
reliance
22
unwarranted
is
entitled
to
rely
on
the
performance
by
any
of
23
the
persons
specified
in
subsection
6,
paragraph
“a”
or
“c”
,
to
24
whom
the
board
may
have
delegated,
formally
or
informally
by
25
course
of
conduct,
the
authority
or
duty
to
perform
one
or
more
26
of
the
board’s
functions
that
are
delegable
under
applicable
27
law.
28
5.
In
discharging
board
or
board
committee
duties,
a
29
director
who
does
not
have
knowledge
that
makes
reliance
30
unwarranted
is
entitled
to
rely
on
information,
opinions,
31
reports,
or
statements,
including
financial
statements
and
32
other
financial
data,
prepared
or
presented
by
any
of
the
33
persons
specified
in
subsection
6.
34
6.
A
director
is
entitled
to
rely,
in
accordance
with
35
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subsection
4
or
5,
on
any
of
the
following:
1
a.
One
or
more
officers
or
employees
of
the
corporation
whom
2
the
director
reasonably
believes
to
be
reliable
and
competent
3
in
the
functions
performed
or
the
information,
opinions,
4
reports,
or
statements
provided.
5
b.
Legal
counsel,
public
accountants,
or
other
persons
6
retained
by
the
corporation
as
to
matters
involving
skills
7
or
expertise
the
director
reasonably
believes
are
any
of
the
8
following:
9
(1)
Matters
within
the
particular
person’s
professional
or
10
expert
competence.
11
(2)
Matters
as
to
which
the
particular
person
merits
12
confidence.
13
c.
A
board
committee
of
which
the
director
is
not
a
member
14
if
the
director
reasonably
believes
the
committee
merits
15
confidence.
16
Sec.
103.
Section
490.831,
Code
2021,
is
amended
by
striking
17
the
section
and
inserting
in
lieu
thereof
the
following:
18
490.831
Standards
of
liability
for
directors.
19
1.
A
director
shall
not
be
liable
to
the
corporation
or
its
20
shareholders
for
any
decision
to
take
or
not
to
take
action,
21
or
any
failure
to
take
any
action,
as
a
director,
unless
the
22
party
asserting
liability
in
a
proceeding
establishes
all
of
23
the
following:
24
a.
No
defense
interposed
by
the
director
based
on
any
of
the
25
following
precludes
liability:
26
(1)
A
provision
in
the
articles
of
incorporation
authorized
27
by
section
490.202,
subsection
2,
paragraph
“d”
or
“f”
.
28
(2)
The
protection
afforded
by
section
490.861
for
action
29
taken
in
compliance
with
section
490.862
or
section
490.863.
30
(3)
The
protection
afforded
by
section
490.870.
31
b.
That
the
challenged
conduct
consisted
or
was
the
result
32
of
any
of
the
following:
33
(1)
Action
not
in
good
faith.
34
(2)
A
decision
that
satisfies
any
of
the
following:
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(a)
That
which
the
director
did
not
reasonably
believe
to
be
1
in
the
best
interests
of
the
corporation.
2
(b)
As
to
which
the
director
was
not
informed
to
an
3
extent
the
director
reasonably
believed
appropriate
in
the
4
circumstances.
5
(3)
A
lack
of
objectivity
due
to
the
director’s
familial,
6
financial,
or
business
relationship
with,
or
a
lack
of
7
independence
due
to
the
director’s
domination
or
control
by,
8
another
person
having
a
material
interest
in
the
challenged
9
conduct,
which
also
meets
all
of
the
following
criteria:
10
(a)
Which
relationship
or
which
domination
or
control
could
11
reasonably
be
expected
to
have
affected
the
director’s
judgment
12
respecting
the
challenged
conduct
in
a
manner
adverse
to
the
13
corporation.
14
(b)
After
a
reasonable
expectation
to
such
effect
has
been
15
established,
the
director
shall
not
have
established
that
the
16
challenged
conduct
was
reasonably
believed
by
the
director
to
17
be
in
the
best
interests
of
the
corporation.
18
(4)
A
sustained
failure
of
the
director
to
devote
attention
19
to
ongoing
oversight
of
the
business
and
affairs
of
the
20
corporation,
or
a
failure
to
devote
timely
attention,
by
21
making,
or
causing
to
be
made,
appropriate
inquiry,
when
22
particular
facts
and
circumstances
of
significant
concern
23
materialize
that
would
alert
a
reasonably
attentive
director
24
to
the
need
for
such
inquiry.
25
(5)
Receipt
of
a
financial
benefit
to
which
the
director
was
26
not
entitled
or
any
other
breach
of
the
director’s
duties
to
27
deal
fairly
with
the
corporation
and
its
shareholders
that
is
28
actionable
under
applicable
law.
29
2.
a.
The
party
seeking
to
hold
the
director
liable
for
30
money
damages
shall
also
have
the
burden
of
establishing
all
31
of
the
following:
32
(1)
That
harm
to
the
corporation
or
its
shareholders
has
33
been
suffered.
34
(2)
The
harm
suffered
was
proximately
caused
by
the
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director’s
challenged
conduct.
1
b.
A
party
seeking
to
hold
the
director
liable
for
other
2
money
payment
under
a
legal
remedy,
such
as
compensation
for
3
the
unauthorized
use
of
corporate
assets,
shall
also
have
4
whatever
persuasion
burden
may
be
called
for
to
establish
that
5
the
payment
sought
is
appropriate
in
the
circumstances.
6
c.
A
party
seeking
to
hold
the
director
liable
for
other
7
money
payment
under
an
equitable
remedy,
such
as
profit
8
recovery
by
or
disgorgement
to
the
corporation,
shall
also
9
have
whatever
persuasion
burden
may
be
called
for
to
establish
10
that
the
equitable
remedy
sought
is
appropriate
in
the
11
circumstances.
12
3.
This
section
shall
not
do
any
of
the
following:
13
a.
In
any
instance
where
fairness
is
at
issue,
such
14
as
consideration
of
the
fairness
of
a
transaction
to
the
15
corporation
under
section
490.861,
subsection
2,
paragraph
16
“c”
,
alter
the
burden
of
proving
the
fact
or
lack
of
fairness
17
otherwise
applicable.
18
b.
Alter
the
fact
or
lack
of
liability
of
a
director
19
under
another
section
of
this
chapter,
such
as
the
provisions
20
governing
the
consequences
of
an
unlawful
distribution
under
21
section
490.833
or
a
transactional
interest
under
section
22
490.861.
23
c.
Affect
any
rights
to
which
the
corporation
or
a
24
shareholder
may
be
entitled
under
another
statute
of
this
state
25
or
the
United
States.
26
Sec.
104.
Section
490.833,
Code
2021,
is
amended
by
striking
27
the
section
and
inserting
in
lieu
thereof
the
following:
28
490.833
Directors’
liability
for
unlawful
distributions.
29
1.
A
director
who
votes
for
or
assents
to
a
distribution
in
30
excess
of
what
may
be
authorized
and
made
pursuant
to
section
31
490.640,
subsection
1,
or
section
490.1409,
subsection
1,
is
32
personally
liable
to
the
corporation
for
the
amount
of
the
33
distribution
that
exceeds
what
could
have
been
distributed
34
without
violating
section
490.640,
subsection
1,
or
section
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490.1409,
subsection
1,
if
the
party
asserting
liability
1
establishes
that
when
taking
the
action
the
director
did
not
2
comply
with
section
490.830.
3
2.
A
director
held
liable
under
subsection
1
for
an
unlawful
4
distribution
is
entitled
to
all
of
the
following:
5
a.
Contribution
from
every
other
director
who
could
be
held
6
liable
under
subsection
1
for
the
unlawful
distribution.
7
b.
Recoupment
from
each
shareholder
of
the
prorata
portion
8
of
the
amount
of
the
unlawful
distribution
the
shareholder
9
accepted,
knowing
the
distribution
was
made
in
violation
of
10
section
490.640,
subsection
1,
or
section
490.1409,
subsection
11
1.
12
3.
a.
A
proceeding
to
enforce
the
liability
of
a
director
13
under
subsection
1
is
barred
unless
it
is
commenced
within
two
14
years
after
any
of
the
following:
15
(1)
The
date
on
which
the
effect
of
the
distribution
was
16
measured
under
section
490.640,
subsection
5
or
8.
17
(2)
The
date
as
of
which
the
violation
of
section
490.640,
18
subsection
1,
occurred
as
the
consequence
of
disregard
of
a
19
restriction
in
the
articles
of
incorporation.
20
(3)
The
date
on
which
the
distribution
of
assets
to
21
shareholders
under
section
490.1409,
subsection
1,
was
made.
22
b.
A
proceeding
to
enforce
contribution
or
recoupment
23
under
subsection
2
is
barred
unless
it
is
commenced
within
24
one
year
after
the
liability
of
the
claimant
has
been
finally
25
adjudicated
under
subsection
1.
26
Sec.
105.
Section
490.840,
Code
2021,
is
amended
by
striking
27
the
section
and
inserting
in
lieu
thereof
the
following:
28
490.840
Officers.
29
1.
A
corporation
has
the
officers
described
in
its
bylaws
30
or
appointed
by
the
board
of
directors
in
accordance
with
the
31
bylaws.
32
2.
The
board
of
directors
may
elect
individuals
to
fill
one
33
or
more
offices
of
the
corporation.
An
officer
may
appoint
one
34
or
more
officers
if
authorized
by
the
bylaws
or
the
board
of
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directors.
1
3.
The
bylaws
or
the
board
of
directors
shall
assign
to
an
2
officer
responsibility
for
maintaining
and
authenticating
the
3
records
of
the
corporation
required
to
be
kept
under
section
4
490.1601,
subsection
1.
5
4.
The
same
individual
may
simultaneously
hold
more
than
one
6
office
in
a
corporation.
7
Sec.
106.
Section
490.842,
Code
2021,
is
amended
by
striking
8
the
section
and
inserting
in
lieu
thereof
the
following:
9
490.842
Standards
of
conduct
for
officers.
10
1.
An
officer,
when
performing
in
such
capacity,
has
the
11
duty
to
act
in
conformity
with
all
of
the
following:
12
a.
In
good
faith.
13
b.
With
the
care
that
a
person
in
a
like
position
would
14
reasonably
exercise
under
similar
circumstances.
15
c.
In
a
manner
the
officer
reasonably
believes
to
be
in
the
16
best
interests
of
the
corporation.
17
2.
The
duty
of
an
officer
includes
the
obligation
to
do
all
18
of
the
following:
19
a.
Inform
the
superior
officer
to
whom,
or
the
board
of
20
directors
or
the
board
committee
to
which,
the
officer
reports
21
of
information
about
the
affairs
of
the
corporation
known
to
22
the
officer,
within
the
scope
of
the
officer’s
functions,
and
23
known
to
the
officer
to
be
material
to
such
superior
officer,
24
board,
or
committee.
25
b.
Inform
the
officer’s
superior
officer,
or
another
26
appropriate
person
within
the
corporation,
or
the
board
of
27
directors,
or
a
board
committee,
of
any
actual
or
probable
28
material
violation
of
law
involving
the
corporation
or
material
29
breach
of
duty
to
the
corporation
by
an
officer,
employee,
30
or
agent
of
the
corporation,
that
the
officer
believes
has
31
occurred
or
is
likely
to
occur.
32
3.
In
discharging
the
officer’s
duties,
an
officer
who
does
33
not
have
knowledge
that
makes
reliance
unwarranted
is
entitled
34
to
rely
on
any
of
the
following:
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a.
The
performance
of
properly
delegated
responsibilities
1
by
one
or
more
employees
of
the
corporation
whom
the
officer
2
reasonably
believes
to
be
reliable
and
competent
in
performing
3
the
responsibilities
delegated.
4
b.
Information,
opinions,
reports,
or
statements,
including
5
financial
statements
and
other
financial
data,
prepared
or
6
presented
by
one
or
more
employees
of
the
corporation
whom
the
7
officer
reasonably
believes
to
be
reliable
and
competent
in
8
the
matters
presented
or
by
legal
counsel,
public
accountants,
9
or
other
persons
retained
by
the
corporation
as
to
matters
10
involving
skills
or
expertise
the
officer
reasonably
believes
11
are
any
of
the
following:
12
(1)
Matters
within
the
particular
person’s
professional
or
13
expert
competence.
14
(2)
Matters
as
to
which
the
particular
person
merits
15
confidence.
16
4.
An
officer
shall
not
be
liable
to
the
corporation
or
its
17
shareholders
for
any
decision
to
take
or
not
to
take
action,
18
or
any
failure
to
take
any
action,
as
an
officer,
if
the
duties
19
of
the
office
are
performed
in
compliance
with
this
section.
20
Whether
an
officer
who
does
not
comply
with
this
section
shall
21
have
liability
will
depend
in
such
instance
on
applicable
22
law,
including
those
principles
of
section
490.831
that
have
23
relevance.
24
Sec.
107.
Section
490.843,
Code
2021,
is
amended
by
striking
25
the
section
and
inserting
in
lieu
thereof
the
following:
26
490.843
Resignation
and
removal
of
officers.
27
1.
An
officer
may
resign
at
any
time
by
delivering
a
28
written
notice
to
the
board
of
directors,
or
its
chair,
or
to
29
the
appointing
officer
or
the
secretary.
A
resignation
is
30
effective
as
provided
in
section
490.141,
subsection
9,
unless
31
the
notice
provides
for
a
delayed
effectiveness,
including
32
effectiveness
determined
upon
a
future
event
or
events.
If
33
effectiveness
of
a
resignation
is
stated
to
be
delayed
and
the
34
board
of
directors
or
the
appointing
officer
accepts
the
delay,
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the
board
of
directors
or
the
appointing
officer
may
fill
the
1
pending
vacancy
before
the
delayed
effectiveness
but
the
new
2
officer
shall
not
take
office
until
the
vacancy
occurs.
3
2.
An
officer
may
be
removed
at
any
time
with
or
without
4
cause
by
any
of
the
following:
5
a.
The
board
of
directors.
6
b.
The
appointing
officer,
unless
the
bylaws
or
the
board
7
of
directors
provide
otherwise.
8
c.
Any
other
officer
if
authorized
by
the
bylaws
or
the
9
board
of
directors.
10
3.
As
used
in
this
section,
“appointing
officer”
means
the
11
officer,
including
any
successor
to
that
officer,
who
appointed
12
the
officer
resigning
or
being
removed.
13
Sec.
108.
Section
490.844,
Code
2021,
is
amended
by
striking
14
the
section
and
inserting
in
lieu
thereof
the
following:
15
490.844
Contract
rights
of
officers.
16
1.
The
election
or
appointment
of
an
officer
does
not
itself
17
create
contract
rights.
18
2.
An
officer’s
removal
does
not
affect
the
officer’s
19
contract
rights,
if
any,
with
the
corporation.
An
officer’s
20
resignation
does
not
affect
the
corporation’s
contract
rights,
21
if
any,
with
the
officer.
22
Sec.
109.
Section
490.850,
Code
2021,
is
amended
by
striking
23
the
section
and
inserting
in
lieu
thereof
the
following:
24
490.850
Part
definitions.
25
As
used
in
this
part:
26
1.
“Corporation”
includes
any
domestic
or
foreign
27
predecessor
entity
of
a
corporation
in
a
merger.
28
2.
“Director”
or
“officer”
means
an
individual
who
is
or
29
was
a
director
or
officer,
respectively,
of
a
corporation
30
or
who,
while
a
director
or
officer
of
the
corporation,
is
31
or
was
serving
at
the
corporation’s
request
as
a
director,
32
officer,
manager,
partner,
trustee,
employee,
or
agent
of
33
another
entity
or
employee
benefit
plan.
A
director
or
34
officer
is
considered
to
be
serving
an
employee
benefit
plan
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at
the
corporation’s
request
if
the
individual’s
duties
to
1
the
corporation
also
impose
duties
on,
or
otherwise
involve
2
services
by,
the
individual
to
the
plan
or
to
participants
in
3
or
beneficiaries
of
the
plan.
“Director”
or
“officer”
includes,
4
unless
the
context
requires
otherwise,
the
estate
or
personal
5
representative
of
a
director
or
officer.
6
3.
“Liability”
means
the
obligation
to
pay
a
judgment,
7
settlement,
penalty,
fine,
including
an
excise
tax
assessed
8
with
respect
to
an
employee
benefit
plan,
or
expenses
incurred
9
with
respect
to
a
proceeding.
10
4.
a.
“Official
capacity”
means
the
following:
11
(1)
When
used
with
respect
to
a
director,
the
office
of
12
director
in
a
corporation.
13
(2)
When
used
with
respect
to
an
officer,
as
contemplated
14
in
section
490.856,
the
office
in
a
corporation
held
by
the
15
officer.
16
b.
“Official
capacity”
does
not
include
service
for
any
17
other
domestic
or
foreign
corporation
or
any
joint
venture,
18
trust,
employee
benefit
plan,
or
other
entity.
19
5.
“Party”
means
an
individual
who
was,
is,
or
is
threatened
20
to
be
made
a
defendant
or
respondent
in
a
proceeding.
21
6.
“Proceeding”
means
any
threatened,
pending,
or
completed
22
action,
suit,
or
proceeding,
whether
civil,
criminal,
23
administrative,
arbitrative,
or
investigative
and
whether
24
formal
or
informal.
25
Sec.
110.
Section
490.851,
Code
2021,
is
amended
by
striking
26
the
section
and
inserting
in
lieu
thereof
the
following:
27
490.851
Permissible
indemnification.
28
1.
Except
as
otherwise
provided
in
this
section,
a
29
corporation
may
indemnify
an
individual
who
is
a
party
to
30
a
proceeding
because
the
individual
is
a
director
against
31
liability
incurred
in
the
proceeding
if
any
of
the
following
32
apply:
33
a.
All
of
the
following
apply:
34
(1)
The
director’s
conduct
was
in
good
faith.
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(2)
The
director
reasonably
believed:
1
(a)
In
the
case
of
conduct
in
an
official
capacity,
that
2
the
director’s
conduct
was
in
the
best
interests
of
the
3
corporation.
4
(b)
In
all
other
cases,
that
the
director’s
conduct
was
at
5
least
not
opposed
to
the
best
interests
of
the
corporation.
6
(3)
In
the
case
of
any
criminal
proceeding,
the
director
7
had
no
reasonable
cause
to
believe
the
director’s
conduct
was
8
unlawful.
9
b.
The
director
engaged
in
conduct
for
which
broader
10
indemnification
has
been
made
permissible
or
obligatory
under
a
11
provision
of
the
articles
of
incorporation,
as
authorized
by
12
section
490.202,
subsection
2,
paragraph
“e”
.
13
2.
A
director’s
conduct
with
respect
to
an
employee
benefit
14
plan
for
a
purpose
the
director
reasonably
believed
to
be
in
15
the
interests
of
the
participants
in,
and
the
beneficiaries
16
of,
the
plan
is
conduct
that
satisfies
the
requirement
of
17
subsection
1,
paragraph
“a”
,
subparagraph
(2),
subparagraph
18
division
(b).
19
3.
The
termination
of
a
proceeding
by
judgment,
order,
20
settlement,
or
conviction,
or
upon
a
plea
of
nolo
contendere
21
or
its
equivalent,
is
not,
of
itself,
determinative
that
22
the
director
did
not
meet
the
relevant
standard
of
conduct
23
described
in
this
section.
24
4.
Unless
ordered
by
a
court
under
section
490.854,
25
subsection
1,
paragraph
“c”
,
a
corporation
shall
not
indemnify
a
26
director
in
any
of
the
following
circumstances:
27
a.
In
connection
with
a
proceeding
by
or
in
the
right
of
the
28
corporation,
except
for
expenses
incurred
in
connection
with
29
the
proceeding
if
it
is
determined
that
the
director
has
met
30
the
relevant
standard
of
conduct
under
subsection
1.
31
b.
In
connection
with
any
proceeding
with
respect
to
conduct
32
for
which
the
director
was
adjudged
liable
on
the
basis
of
33
receiving
a
financial
benefit
to
which
the
director
was
not
34
entitled,
regardless
of
whether
it
involved
action
in
the
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director’s
official
capacity.
1
Sec.
111.
Section
490.852,
Code
2021,
is
amended
by
striking
2
the
section
and
inserting
in
lieu
thereof
the
following:
3
490.852
Mandatory
indemnification.
4
A
corporation
shall
indemnify
a
director
who
was
wholly
5
successful,
on
the
merits
or
otherwise,
in
the
defense
of
6
any
proceeding
to
which
the
director
was
a
party
because
the
7
director
is
or
was
a
director
of
the
corporation
against
8
expenses
incurred
by
the
director
in
connection
with
the
9
proceeding.
10
Sec.
112.
Section
490.853,
Code
2021,
is
amended
by
striking
11
the
section
and
inserting
in
lieu
thereof
the
following:
12
490.853
Advance
for
expenses.
13
1.
A
corporation
may,
before
final
disposition
of
a
14
proceeding,
advance
funds
to
pay
for
or
reimburse
expenses
15
incurred
in
connection
with
the
proceeding
by
an
individual
16
who
is
a
party
to
the
proceeding
because
that
individual
is
a
17
director,
if
the
director
delivers
to
the
corporation
a
signed
18
written
undertaking
of
the
director
to
repay
any
funds
advanced
19
and
all
of
the
following
apply:
20
a.
The
director
is
not
entitled
to
mandatory
indemnification
21
under
section
490.852.
22
b.
It
is
ultimately
determined
under
section
490.854
or
23
490.855
that
the
director
is
not
entitled
to
indemnification.
24
2.
The
undertaking
required
by
subsection
1
must
be
an
25
unlimited
general
obligation
of
the
director
but
need
not
be
26
secured
and
may
be
accepted
without
reference
to
the
financial
27
ability
of
the
director
to
make
repayment.
28
3.
Authorizations
under
this
section
shall
be
made
by
any
29
of
the
following:
30
a.
By
the
board
of
directors
as
follows:
31
(1)
If
there
are
two
or
more
qualified
directors,
by
a
32
majority
vote
of
all
of
the
qualified
directors,
a
majority
33
of
whom
shall
for
such
purpose
constitute
a
quorum,
or
by
a
34
majority
of
the
members
of
a
committee
consisting
solely
of
two
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or
more
qualified
directors
appointed
by
such
a
vote.
1
(2)
If
there
are
fewer
than
two
qualified
directors,
2
by
the
vote
necessary
for
action
by
the
board
of
directors
3
in
accordance
with
section
490.824,
subsection
3,
in
which
4
authorization
directors
who
are
not
qualified
directors
may
5
participate.
6
b.
By
the
shareholders,
but
shares
owned
by
or
voted
under
7
the
control
of
a
director
who
at
the
time
is
not
a
qualified
8
director
shall
not
be
voted
on
the
authorization.
9
Sec.
113.
Section
490.854,
Code
2021,
is
amended
by
striking
10
the
section
and
inserting
in
lieu
thereof
the
following:
11
490.854
Court-ordered
indemnification
and
advance
for
12
expenses.
13
1.
A
person
who
is
a
party
to
a
proceeding
because
the
14
person
is
a
director
may
apply
for
indemnification
or
an
15
advance
for
expenses
to
the
court
conducting
the
proceeding
16
or
to
another
court
of
competent
jurisdiction.
After
receipt
17
of
an
application
and
after
giving
any
notice
it
considers
18
necessary,
the
court
shall
do
any
of
the
following:
19
a.
Order
indemnification
if
the
court
determines
that
the
20
director
is
entitled
to
mandatory
indemnification
under
section
21
490.852.
22
b.
Order
indemnification
or
advance
for
expenses
if
23
the
court
determines
that
the
director
is
entitled
to
24
indemnification
or
advance
for
expenses
pursuant
to
a
provision
25
authorized
by
section
490.858,
subsection
1.
26
c.
(1)
Order
indemnification
or
advance
for
expenses
if
the
27
court
determines,
in
view
of
all
the
relevant
circumstances,
28
that
it
is
fair
and
reasonable
to
do
any
of
the
following:
29
(a)
Indemnify
the
director.
30
(b)
Advance
expenses
to
the
director.
31
(2)
The
court
shall
order
indemnification
or
advance
for
32
expenses,
even
if
in
the
case
of
subparagraph
(1),
subparagraph
33
division
(a)
or
(b),
the
director
has
not
met
the
relevant
34
standard
of
conduct
set
forth
in
section
490.851,
subsection
1,
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failed
to
comply
with
section
490.853
or
was
adjudged
liable
1
in
a
proceeding
referred
to
in
section
490.851,
subsection
4,
2
paragraph
“a”
or
“b”
.
However,
if
the
director
was
adjudged
3
so
liable
the
director’s
indemnification
shall
be
limited
to
4
expenses
incurred
in
connection
with
the
proceeding.
5
2.
If
the
court
determines
that
the
director
is
entitled
6
to
indemnification
under
subsection
1,
paragraph
“a”
,
or
to
7
indemnification
or
advance
for
expenses
under
subsection
1,
8
paragraph
“b”
,
it
shall
also
order
the
corporation
to
pay
the
9
director’s
expenses
incurred
in
connection
with
obtaining
10
court-ordered
indemnification
or
advance
for
expenses.
11
If
the
court
determines
that
the
director
is
entitled
to
12
indemnification
or
advance
for
expenses
under
subsection
1,
13
paragraph
“c”
,
it
may
also
order
the
corporation
to
pay
the
14
director’s
expenses
to
obtain
court-ordered
indemnification
or
15
advance
for
expenses.
16
Sec.
114.
Section
490.855,
Code
2021,
is
amended
by
striking
17
the
section
and
inserting
in
lieu
thereof
the
following:
18
490.855
Determination
and
authorization
of
indemnification.
19
1.
A
corporation
shall
not
indemnify
a
director
under
20
section
490.851
unless
authorized
for
a
specific
proceeding
21
after
a
determination
has
been
made
that
indemnification
is
22
permissible
because
the
director
has
met
the
relevant
standard
23
of
conduct
set
forth
in
section
490.851.
24
2.
The
determination
shall
be
made
by
any
of
the
following:
25
a.
If
there
are
two
or
more
qualified
directors,
by
the
26
board
of
directors
by
a
majority
vote
of
all
the
qualified
27
directors,
a
majority
of
whom
shall
for
such
purpose
constitute
28
a
quorum,
or
by
a
majority
of
the
members
of
a
committee
of
two
29
or
more
qualified
directors
appointed
by
such
a
vote.
30
b.
By
special
legal
counsel
selected
in
one
of
the
following
31
manners:
32
(1)
In
the
manner
prescribed
in
paragraph
“a”
.
33
(2)
If
there
are
fewer
than
two
qualified
directors,
34
selected
by
the
board
of
directors,
in
which
selection
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directors
who
are
not
qualified
directors
may
participate.
1
c.
By
the
shareholders,
but
shares
owned
by
or
voted
under
2
the
control
of
a
director
who
at
the
time
is
not
a
qualified
3
director
shall
not
be
voted
on
the
determination.
4
3.
Authorization
of
indemnification
shall
be
made
in
5
the
same
manner
as
the
determination
that
indemnification
is
6
permissible,
except
that
if
there
are
fewer
than
two
qualified
7
directors
or
if
the
determination
is
made
by
special
legal
8
counsel,
authorization
of
indemnification
shall
be
made
by
9
those
entitled
to
select
special
legal
counsel
under
subsection
10
2,
paragraph
“b”
,
subparagraph
(2).
11
Sec.
115.
Section
490.856,
Code
2021,
is
amended
by
striking
12
the
section
and
inserting
in
lieu
thereof
the
following:
13
490.856
Indemnification
of
officers.
14
1.
A
corporation
may
indemnify
and
advance
expenses
under
15
this
part
to
an
officer
who
is
a
party
to
a
proceeding
because
16
the
person
is
an
officer,
according
to
all
of
the
following:
17
a.
To
the
same
extent
as
a
director.
18
b.
If
the
person
is
an
officer
but
not
a
director,
to
19
such
further
extent
as
may
be
provided
by
the
articles
of
20
incorporation
or
bylaws,
or
by
a
resolution
adopted
or
a
21
contract
approved
by
the
board
of
directors
or
shareholders,
22
except
for
any
of
the
following:
23
(1)
Liability
in
connection
with
a
proceeding
by
or
in
the
24
right
of
the
corporation
other
than
for
expenses
incurred
in
25
connection
with
the
proceeding.
26
(2)
Liability
arising
out
of
conduct
that
constitutes
any
27
of
the
following:
28
(a)
Receipt
by
the
officer
of
a
financial
benefit
to
which
29
the
officer
is
not
entitled.
30
(b)
An
intentional
infliction
of
harm
on
the
corporation
or
31
the
shareholders.
32
(c)
An
intentional
violation
of
criminal
law.
33
2.
The
provisions
of
subsection
1,
paragraph
“b”
,
shall
34
apply
to
an
officer
who
is
also
a
director,
if
the
officer
is
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made
a
party
to
the
proceeding
based
on
an
act
or
omission
1
solely
as
an
officer.
2
3.
An
officer
who
is
not
a
director
is
entitled
to
mandatory
3
indemnification
under
section
490.852,
and
may
apply
to
a
court
4
under
section
490.854
for
indemnification
or
an
advance
for
5
expenses,
in
each
case
to
the
same
extent
to
which
a
director
6
may
be
entitled
to
indemnification
or
advance
for
expenses
7
under
those
sections.
8
Sec.
116.
Section
490.857,
Code
2021,
is
amended
by
striking
9
the
section
and
inserting
in
lieu
thereof
the
following:
10
490.857
Insurance.
11
A
corporation
may
purchase
and
maintain
insurance
on
12
behalf
of
an
individual
who
is
a
director
or
officer
of
13
the
corporation,
or
who,
while
a
director
or
officer
of
the
14
corporation,
serves
at
the
corporation’s
request
as
a
director,
15
officer,
partner,
trustee,
employee,
or
agent
of
another
16
domestic
or
foreign
corporation,
or
a
joint
venture,
trust,
17
employee
benefit
plan,
or
other
entity,
against
liability
18
asserted
against
or
incurred
by
the
individual
in
that
capacity
19
or
arising
from
the
individual’s
status
as
a
director
or
20
officer,
regardless
of
whether
the
corporation
would
have
power
21
to
indemnify
or
advance
expenses
to
the
individual
against
the
22
same
liability
under
this
part.
23
Sec.
117.
Section
490.858,
Code
2021,
is
amended
by
striking
24
the
section
and
inserting
in
lieu
thereof
the
following:
25
490.858
Variation
by
corporate
action
——
application
of
part.
26
1.
A
corporation
may,
by
a
provision
in
its
articles
27
of
incorporation
or
bylaws
or
in
a
resolution
adopted
or
a
28
contract
approved
by
the
board
of
directors
or
shareholders,
29
obligate
itself
in
advance
of
the
act
or
omission
giving
rise
30
to
a
proceeding
to
provide
indemnification
in
accordance
31
with
section
490.851
or
advance
funds
to
pay
for
or
32
reimburse
expenses
in
accordance
with
section
490.853.
Any
33
such
obligatory
provision
shall
be
deemed
to
satisfy
the
34
requirements
for
authorization
referred
to
in
section
490.853,
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subsection
3,
and
in
section
490.855,
subsection
3.
Any
1
such
provision
that
obligates
the
corporation
to
provide
2
indemnification
to
the
fullest
extent
permitted
by
law
shall
be
3
deemed
to
obligate
the
corporation
to
advance
funds
to
pay
for
4
or
reimburse
expenses
in
accordance
with
section
490.853
to
the
5
fullest
extent
permitted
by
law,
unless
the
provision
expressly
6
provides
otherwise.
7
2.
A
right
of
indemnification
or
to
advances
for
expenses
8
created
by
this
part
or
under
subsection
1
and
in
effect
at
9
the
time
of
an
act
or
omission
shall
not
be
eliminated
or
10
impaired
with
respect
to
such
act
or
omission
by
an
amendment
11
of
the
articles
of
incorporation
or
bylaws
or
a
resolution
12
of
the
board
of
directors
or
shareholders,
adopted
after
the
13
occurrence
of
such
act
or
omission,
unless,
in
the
case
of
14
a
right
created
under
subsection
1,
the
provision
creating
15
such
right
and
in
effect
at
the
time
of
such
act
or
omission
16
explicitly
authorizes
such
elimination
or
impairment
after
such
17
act
or
omission
has
occurred.
18
3.
Any
provision
pursuant
to
subsection
1
shall
not
obligate
19
the
corporation
to
indemnify
or
advance
expenses
to
a
director
20
of
a
predecessor
of
the
corporation,
pertaining
to
conduct
21
with
respect
to
the
predecessor,
unless
otherwise
expressly
22
provided.
Any
provision
for
indemnification
or
advance
for
23
expenses
in
the
articles
of
incorporation,
or
bylaws,
or
a
24
resolution
of
the
board
of
directors
or
shareholders
of
a
25
predecessor
of
the
corporation
in
a
merger
or
in
a
contract
26
to
which
the
predecessor
is
a
party,
existing
at
the
time
the
27
merger
takes
effect,
shall
be
governed
by
section
490.1107,
28
subsection
1,
paragraph
“d”
.
29
4.
Subject
to
subsection
2,
a
corporation
may,
by
a
30
provision
in
its
articles
of
incorporation,
limit
any
of
the
31
rights
to
indemnification
or
advance
for
expenses
created
by
or
32
pursuant
to
this
part.
33
5.
This
part
does
not
limit
a
corporation’s
power
to
pay
34
or
reimburse
expenses
incurred
by
a
director
or
an
officer
in
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connection
with
appearing
as
a
witness
in
a
proceeding
at
a
1
time
when
the
director
or
officer
is
not
a
party.
2
6.
This
part
does
not
limit
a
corporation’s
power
to
3
indemnify,
advance
expenses
to,
or
provide
or
maintain
4
insurance
on
behalf
of
an
employee
or
agent.
5
Sec.
118.
Section
490.860,
Code
2021,
is
amended
by
striking
6
the
section
and
inserting
in
lieu
thereof
the
following:
7
490.860
Part
definitions.
8
As
used
in
this
part,
unless
otherwise
specified:
9
1.
“Control”
,
including
the
term
“controlled
by”
,
means
any
10
of
the
following:
11
a.
Having
the
power,
directly
or
indirectly,
to
elect
or
12
remove
a
majority
of
the
members
of
the
board
of
directors
13
or
other
governing
body
of
an
entity,
whether
through
the
14
ownership
of
voting
shares
or
interests,
by
contract,
or
15
otherwise.
16
b.
Being
subject
to
a
majority
of
the
risk
of
loss
from
the
17
entity’s
activities
or
entitled
to
receive
a
majority
of
the
18
entity’s
residual
returns.
19
2.
“Director’s
conflicting
interest
transaction”
means
20
a
transaction
effected
or
proposed
to
be
effected
by
the
21
corporation,
or
by
an
entity
controlled
by
the
corporation,
to
22
which,
or
respecting
which,
any
of
the
following
applies:
23
a.
To
which,
at
the
relevant
time,
the
director
is
a
party.
24
b.
Respecting
which,
at
the
relevant
time,
the
director
25
had
knowledge
and
a
material
financial
interest
known
to
the
26
director.
27
c.
Respecting
which,
at
the
relevant
time,
the
director
knew
28
that
a
related
person
was
a
party
or
had
a
material
financial
29
interest.
30
3.
“Fair
to
the
corporation”
means,
for
purposes
of
section
31
490.861,
subsection
2,
paragraph
“c”
,
that
the
transaction
32
as
a
whole
was
beneficial
to
the
corporation,
taking
into
33
appropriate
account
whether
it
was
all
of
the
following:
34
a.
Fair
in
terms
of
the
director’s
dealings
with
the
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corporation.
1
b.
Comparable
to
what
might
have
been
obtainable
in
an
arm’s
2
length
transaction,
given
the
consideration
paid
or
received
3
by
the
corporation.
4
4.
“Material
financial
interest”
means
a
financial
interest
5
in
a
transaction
that
would
reasonably
be
expected
to
impair
6
the
objectivity
of
the
director’s
judgment
when
participating
7
in
action
on
the
authorization
of
the
transaction.
8
5.
“Related
person”
means
any
of
the
following:
9
a.
The
individual’s
spouse.
10
b.
A
child,
stepchild,
grandchild,
parent,
stepparent,
11
grandparent,
sibling,
stepsibling,
half
sibling,
aunt,
12
uncle,
niece,
or
nephew,
or
spouse
of
any
such
person,
of
the
13
individual
or
of
the
individual’s
spouse.
14
c.
A
natural
person
living
in
the
same
home
as
the
15
individual.
16
d.
An
entity,
other
than
the
corporation
or
an
entity
17
controlled
by
the
corporation,
controlled
by
the
individual
or
18
any
person
specified
in
this
subsection.
19
e.
Any
of
the
following:
20
(1)
A
domestic
or
foreign
business
or
nonprofit
21
corporation,
other
than
the
corporation
or
an
entity
controlled
22
by
the
corporation,
of
which
the
individual
is
a
director.
23
(2)
A
domestic
or
foreign
unincorporated
entity
of
which
the
24
individual
is
a
general
partner
or
a
member
of
the
governing
25
body.
26
(3)
A
domestic
or
foreign
individual,
trust,
or
estate
27
for
whom
or
of
which
the
individual
is
a
trustee,
guardian,
28
personal
representative,
or
like
fiduciary.
29
f.
A
person
that
is,
or
an
entity
that
is
controlled
by,
an
30
employer
of
the
individual.
31
6.
“Relevant
time”
means
the
following:
32
a.
The
time
at
which
directors’
action
respecting
the
33
transaction
is
taken
in
compliance
with
section
490.862.
34
b.
If
the
transaction
is
not
brought
before
the
board
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of
directors
or
a
board
committee
for
action
under
section
1
490.862,
at
the
time
the
corporation
or
an
entity
controlled
2
by
the
corporation
becomes
legally
obligated
to
consummate
the
3
transaction.
4
7.
“Required
disclosure”
means
disclosure
of
all
of
the
5
following:
6
a.
The
existence
and
nature
of
the
director’s
conflicting
7
interest.
8
b.
All
facts
known
to
the
director
respecting
the
subject
9
matter
of
the
transaction
that
a
director
free
of
such
10
conflicting
interest
would
reasonably
believe
to
be
material
in
11
deciding
whether
to
proceed
with
the
transaction.
12
Sec.
119.
Section
490.861,
Code
2021,
is
amended
by
striking
13
the
section
and
inserting
in
lieu
thereof
the
following:
14
490.861
Judicial
action.
15
1.
A
transaction
effected
or
proposed
to
be
effected
by
the
16
corporation,
or
by
an
entity
controlled
by
the
corporation,
17
shall
not
be
the
subject
of
equitable
relief,
or
give
rise
to
18
an
award
of
damages
or
other
sanctions
against
a
director
of
19
the
corporation,
in
a
proceeding
by
a
shareholder
or
by
or
in
20
the
right
of
the
corporation,
on
the
ground
that
the
director
21
has
an
interest
respecting
the
transaction,
if
it
is
not
a
22
director’s
conflicting
interest
transaction.
23
2.
A
director’s
conflicting
interest
transaction
shall
24
not
be
the
subject
of
equitable
relief,
or
give
rise
to
an
25
award
of
damages
or
other
sanctions
against
a
director
of
the
26
corporation,
in
a
proceeding
by
a
shareholder
or
by
or
in
the
27
right
of
the
corporation,
on
the
ground
that
the
director
has
28
an
interest
respecting
the
transaction,
if
any
of
the
following
29
apply:
30
a.
Directors’
action
respecting
the
transaction
was
taken
in
31
compliance
with
section
490.862
at
any
time.
32
b.
Shareholders’
action
respecting
the
transaction
was
taken
33
in
compliance
with
section
490.863
at
any
time.
34
c.
The
transaction,
judged
according
to
the
circumstances
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at
the
relevant
time,
is
established
to
have
been
fair
to
the
1
corporation.
2
Sec.
120.
Section
490.862,
Code
2021,
is
amended
by
striking
3
the
section
and
inserting
in
lieu
thereof
the
following:
4
490.862
Directors’
action.
5
1.
Directors’
action
respecting
a
director’s
conflicting
6
interest
transaction
is
effective
for
purposes
of
section
7
490.861,
subsection
2,
paragraph
“a”
,
if
the
transaction
has
8
been
authorized
by
the
affirmative
vote
of
a
majority,
but
9
no
fewer
than
two,
of
the
qualified
directors
who
voted
on
10
the
transaction,
after
required
disclosure
by
the
conflicted
11
director
of
information
not
already
known
by
such
qualified
12
directors,
or
after
modified
disclosure
in
compliance
with
13
subsection
2,
provided
that
all
of
the
following
apply:
14
a.
The
qualified
directors
have
deliberated
and
voted
15
outside
the
presence
of
and
without
the
participation
by
any
16
other
director.
17
b.
Where
the
action
has
been
taken
by
a
board
committee,
18
all
members
of
the
committee
were
qualified
directors,
and
any
19
of
the
following
apply:
20
(1)
The
committee
was
composed
of
all
the
qualified
21
directors
on
the
board
of
directors.
22
(2)
The
members
of
the
committee
were
appointed
by
the
23
affirmative
vote
of
a
majority
of
the
qualified
directors
on
24
the
board
of
directors.
25
2.
Notwithstanding
subsection
1,
when
a
transaction
is
26
a
director’s
conflicting
interest
transaction
only
because
a
27
related
person
described
in
section
490.860,
subsection
5,
28
paragraph
“e”
or
“f”
,
is
a
party
to
or
has
a
material
financial
29
interest
in
the
transaction,
the
conflicted
director
is
not
30
obligated
to
make
required
disclosure
to
the
extent
that
the
31
director
reasonably
believes
that
doing
so
would
violate
a
32
duty
imposed
under
law,
a
legally
enforceable
obligation
of
33
confidentiality,
or
a
professional
ethics
rule,
provided
that
34
the
conflicted
director
discloses
to
the
qualified
directors
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voting
on
the
transaction
all
of
the
following:
1
a.
All
information
required
to
be
disclosed
that
is
not
so
2
violative.
3
b.
The
existence
and
nature
of
the
director’s
conflicting
4
interest.
5
c.
The
nature
of
the
conflicted
director’s
duty
not
to
6
disclose
the
confidential
information.
7
3.
A
majority,
but
no
fewer
than
two,
of
all
the
qualified
8
directors
on
the
board
of
directors,
or
on
the
board
committee,
9
constitutes
a
quorum
for
purposes
of
action
that
complies
with
10
this
section.
11
4.
Where
directors’
action
under
this
section
does
not
12
satisfy
a
quorum
or
voting
requirement
applicable
to
the
13
authorization
of
the
transaction
by
reason
of
the
articles
of
14
incorporation
or
bylaws,
or
a
provision
of
law,
independent
15
action
to
satisfy
those
authorization
requirements
shall
be
16
taken
by
the
board
of
directors
or
a
board
committee,
in
17
which
action
directors
who
are
not
qualified
directors
may
18
participate.
19
Sec.
121.
Section
490.863,
Code
2021,
is
amended
by
striking
20
the
section
and
inserting
in
lieu
thereof
the
following:
21
490.863
Shareholders’
action.
22
1.
a.
Shareholders’
action
respecting
a
director’s
23
conflicting
interest
transaction
is
effective
for
purposes
of
24
section
490.861,
subsection
2,
paragraph
“b”
,
if
a
majority
of
25
the
votes
cast
by
the
holders
of
all
qualified
shares
are
in
26
favor
of
the
transaction
after
all
of
the
following
occur:
27
(1)
Notice
to
shareholders
describing
the
action
to
be
taken
28
respecting
the
transaction.
29
(2)
Provision
to
the
corporation
of
the
information
30
referred
to
in
subsection
2.
31
(3)
Communication
to
the
shareholders
entitled
to
vote
32
on
the
transaction
of
the
information
that
is
the
subject
of
33
required
disclosure,
to
the
extent
the
information
is
not
known
34
by
them.
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b.
In
the
case
of
shareholders’
action
at
a
meeting,
the
1
shareholders
entitled
to
vote
shall
be
determined
as
of
the
2
record
date
for
notice
of
the
meeting.
3
2.
A
director
who
has
a
conflicting
interest
respecting
4
the
transaction
shall,
before
the
shareholders’
vote,
inform
5
the
secretary
or
other
officer
or
agent
of
the
corporation
6
authorized
to
tabulate
votes,
in
writing,
of
the
number
of
7
shares
that
the
director
knows
are
not
qualified
shares
under
8
subsection
3,
and
the
identity
of
the
holders
of
those
shares.
9
3.
As
used
in
this
section:
10
a.
“Holder”
means
and
“held
by”
refers
to
shares
held
11
by
a
record
shareholder,
a
beneficial
shareholder,
or
an
12
unrestricted
voting
trust
beneficial
owner.
13
b.
“Qualified
shares”
means
all
shares
entitled
to
be
14
voted
with
respect
to
the
transaction
except
for
shares
that
15
the
secretary
or
other
officer
or
agent
of
the
corporation
16
authorized
to
tabulate
votes
either
knows,
or
under
subsection
17
2
is
notified,
are
held
by
any
of
the
following:
18
(1)
A
director
who
has
a
conflicting
interest
respecting
the
19
transaction.
20
(2)
A
related
person
of
the
director,
excluding
a
person
21
described
in
section
490.860,
subsection
5,
paragraph
“f”
.
22
4.
A
majority
of
the
votes
entitled
to
be
cast
by
the
23
holders
of
all
qualified
shares
constitutes
a
quorum
for
24
purposes
of
compliance
with
this
section.
Subject
to
the
25
provisions
of
subsection
5,
shareholders’
action
that
otherwise
26
complies
with
this
section
is
not
affected
by
the
presence
of
27
holders,
or
by
the
voting,
of
shares
that
are
not
qualified
28
shares.
29
5.
If
a
shareholders’
vote
does
not
comply
with
subsection
30
1
solely
because
of
a
director’s
failure
to
comply
with
31
subsection
2,
and
if
the
director
establishes
that
the
failure
32
was
not
intended
to
influence
and
did
not
in
fact
determine
the
33
outcome
of
the
vote,
the
court
may
take
such
action
respecting
34
the
transaction
and
the
director,
and
may
give
such
effect,
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if
any,
to
the
shareholders’
vote,
as
the
court
considers
1
appropriate
in
the
circumstances.
2
6.
Where
shareholders’
action
under
this
section
does
3
not
satisfy
a
quorum
or
voting
requirement
applicable
to
the
4
authorization
of
the
transaction
by
reason
of
the
articles
of
5
incorporation
or
bylaws,
or
a
provision
of
law,
independent
6
action
to
satisfy
those
authorization
requirements
shall
be
7
taken
by
the
shareholders,
in
which
action
shares
that
are
not
8
qualified
shares
may
participate.
9
Sec.
122.
Section
490.870,
Code
2021,
is
amended
by
striking
10
the
section
and
inserting
in
lieu
thereof
the
following:
11
490.870
Business
opportunities.
12
1.
If
a
director
or
officer
pursues
or
takes
advantage
of
13
a
business
opportunity
directly,
or
indirectly
through
or
on
14
behalf
of
another
person,
that
action
shall
not
be
the
subject
15
of
equitable
relief,
or
give
rise
to
an
award
of
damages
or
16
other
sanctions
against
the
director,
officer,
or
other
person,
17
in
a
proceeding
by
or
in
the
right
of
the
corporation
on
the
18
ground
that
the
opportunity
should
have
first
been
offered
to
19
the
corporation,
if
any
of
the
following
apply:
20
a.
Before
the
director,
officer,
or
other
person
becomes
21
legally
obligated
respecting
the
opportunity,
the
director
or
22
officer
brings
it
to
the
attention
of
the
corporation
and
any
23
of
the
following
apply:
24
(1)
Action
by
qualified
directors
disclaiming
the
25
corporation’s
interest
in
the
opportunity
is
taken
in
26
compliance
with
the
same
procedures
as
are
set
forth
in
section
27
490.862.
28
(2)
Shareholders’
action
disclaiming
the
corporation’s
29
interest
in
the
opportunity
is
taken
in
compliance
with
the
30
procedures
set
forth
in
section
490.863,
in
either
case
as
if
31
the
decision
being
made
concerned
a
director’s
conflicting
32
interest
transaction;
except
that,
rather
than
making
required
33
disclosure
as
defined
in
section
490.860,
the
director
or
34
officer
shall
have
made
prior
disclosure
to
those
acting
on
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behalf
of
the
corporation
of
all
material
facts
concerning
the
1
business
opportunity
known
to
the
director
or
officer.
2
b.
The
duty
to
offer
the
corporation
the
business
3
opportunity
has
been
limited
or
eliminated
pursuant
to
a
4
provision
of
the
articles
of
incorporation
adopted,
and
where
5
required,
made
effective
by
action
of
qualified
directors,
in
6
accordance
with
section
490.202,
subsection
2,
paragraph
“f”
.
7
2.
In
any
proceeding
seeking
equitable
relief
or
other
8
remedies
based
upon
an
alleged
improper
pursuit
or
taking
9
advantage
of
a
business
opportunity
by
a
director
or
officer,
10
directly,
or
indirectly
through
or
on
behalf
of
another
11
person,
the
fact
that
the
director
or
officer
did
not
employ
12
the
procedure
described
in
subsection
1,
paragraph
“a”
,
13
subparagraph
(1)
or
(2),
before
pursuing
or
taking
advantage
14
of
the
opportunity
shall
not
create
an
implication
that
the
15
opportunity
should
have
been
first
presented
to
the
corporation
16
or
alter
the
burden
of
proof
otherwise
applicable
to
establish
17
that
the
director
or
officer
breached
a
duty
to
the
corporation
18
in
the
circumstances.
19
Sec.
123.
Section
490.901,
Code
2021,
is
amended
by
striking
20
the
section
and
inserting
in
lieu
thereof
the
following:
21
490.901
Subchapter
definitions.
22
1.
As
used
in
this
subchapter:
23
a.
“Conversion”
means
a
transaction
pursuant
to
part
C.
24
b.
“Converted
entity”
means
the
converting
entity
as
it
25
continues
in
existence
after
a
conversion.
26
c.
“Converting
entity”
means
the
domestic
corporation
that
27
approves
a
plan
of
conversion
pursuant
to
section
490.932
28
or
the
domestic
or
foreign
eligible
entity
that
approves
a
29
conversion
pursuant
to
the
organic
law
of
the
eligible
entity.
30
d.
“Domesticated
corporation”
means
the
domesticating
31
corporation
as
it
continues
in
existence
after
a
domestication.
32
e.
“Domesticating
corporation”
means
the
domestic
33
corporation
that
approves
a
plan
of
domestication
pursuant
34
to
section
490.921
or
the
foreign
corporation
that
approves
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a
domestication
pursuant
to
the
organic
law
of
the
foreign
1
corporation.
2
f.
“Domestication”
means
a
transaction
pursuant
to
part
B.
3
g.
“Protected
agreement”
means
any
of
the
following:
4
(1)
A
document
evidencing
indebtedness
of
a
domestic
5
corporation
or
eligible
entity
and
any
related
agreement
in
6
effect
immediately
before
the
enactment
date.
7
(2)
An
agreement
that
is
binding
on
a
domestic
corporation
8
or
eligible
entity
immediately
before
the
enactment
date.
9
(3)
The
articles
of
incorporation
or
bylaws
of
a
domestic
10
corporation
or
the
organic
rules
of
a
domestic
eligible
entity,
11
in
each
case
in
effect
immediately
before
the
enactment
date.
12
(4)
An
agreement
that
is
binding
on
any
of
the
shareholders,
13
members,
interest
holders,
directors,
or
other
governors
of
a
14
domestic
corporation
or
eligible
entity,
in
their
capacities
as
15
such,
immediately
before
the
enactment
date.
16
2.
As
used
in
subsection
1
and
sections
490.920
and
17
490.930,
“enactment
date”
means
January
1,
2022,
as
it
relates
18
to
domestications
and
January
1,
2009,
as
it
relates
to
19
conversions.
20
Sec.
124.
Section
490.902,
Code
2021,
is
amended
by
striking
21
the
section
and
inserting
in
lieu
thereof
the
following:
22
490.902
Excluded
transactions.
23
This
subchapter
shall
not
be
used
to
effect
a
transaction
24
that
converts
a
company
organized
on
the
mutual
principle
to
25
one
organized
on
the
basis
of
share
ownership.
26
Sec.
125.
NEW
SECTION
.
490.903
Required
approvals.
27
If
a
domestic
or
foreign
corporation
or
eligible
entity
28
shall
not
be
a
party
to
a
merger
without
the
approval
of
the
29
superintendent
of
banking,
the
commissioner
of
insurance,
30
or
the
Iowa
utility
board,
and
the
applicable
statutes
or
31
regulations
do
not
specifically
deal
with
transactions
under
32
this
subchapter
but
do
require
such
approval
for
mergers,
33
a
corporation
or
eligible
entity
shall
not
be
a
party
to
a
34
transaction
under
this
subchapter
without
the
prior
approval
of
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that
agency
or
official.
1
Sec.
126.
NEW
SECTION
.
490.904
Relationship
of
subchapter
2
to
other
laws.
3
A
transaction
effected
under
this
subchapter
shall
not
4
create
or
impair
a
right,
duty,
or
obligation
of
a
person
under
5
the
statutory
law
of
this
state
other
than
this
subchapter
6
relating
to
a
change
in
control,
business
combination,
7
control-share
acquisition,
or
similar
transaction
involving
8
a
domesticating
or
converting
domestic
corporation,
unless
9
the
approval
of
the
plan
of
domestication
or
conversion
is
by
10
a
vote
of
the
shareholders
or
the
board
of
directors
which
11
would
be
sufficient
to
create
or
impair
the
right,
duty,
or
12
obligation
directly
under
that
law.
13
Sec.
127.
NEW
SECTION
.
490.905
Foreign
insurance
companies
14
becoming
domestic.
15
1.
The
secretary
of
state,
upon
a
corporation
complying
with
16
this
section
and
upon
the
filing
of
articles
of
incorporation
17
and
upon
receipt
of
the
fees
as
provided
in
this
chapter,
18
shall
issue
an
acknowledgment
of
receipt
of
document
as
19
of
the
date
of
the
filing
of
the
articles
of
incorporation
20
with
the
secretary
of
state.
The
acknowledgment
of
receipt
21
of
document
shall
state
on
its
face
that
it
is
issued
in
22
accordance
with
this
section.
The
secretary
of
state
shall
23
then
notify
the
appropriate
officer
of
the
state
or
country
of
24
the
corporation’s
last
domicile
that
the
corporation
is
now
a
25
domestic
corporation
domiciled
in
this
state.
This
section
26
applies
to
life
insurance
companies,
and
to
insurance
companies
27
doing
business
under
chapter
515.
28
2.
A
corporation
becoming
domiciled
in
this
state
under
29
subsection
1
shall
not
be
required
to
comply
with
any
other
30
requirements
under
this
subchapter.
31
Sec.
128.
NEW
SECTION
.
490.920
Domestication.
32
1.
By
complying
with
the
provisions
of
this
part
applicable
33
to
foreign
corporations,
a
foreign
corporation
may
become
a
34
domestic
corporation
if
the
domestication
is
permitted
by
the
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organic
law
of
the
foreign
corporation.
1
2.
By
complying
with
the
provisions
of
this
part,
a
domestic
2
corporation
may
become
a
foreign
corporation
pursuant
to
a
3
plan
of
domestication
if
the
domestication
is
permitted
by
the
4
organic
law
of
the
foreign
corporation.
5
3.
The
plan
of
domestication
must
include
all
of
the
6
following:
7
a.
The
name
of
the
domesticating
corporation.
8
b.
The
name
and
jurisdiction
of
formation
of
the
9
domesticated
corporation.
10
c.
The
manner
and
basis
of
reclassifying
the
shares
of
the
11
domesticating
corporation
into
shares
or
other
securities,
12
obligations,
rights
to
acquire
shares
or
other
securities,
13
cash,
other
property,
or
any
combination
of
the
foregoing.
14
d.
The
proposed
articles
of
incorporation
and
bylaws
of
the
15
domesticated
corporation.
16
e.
The
other
terms
and
conditions
of
the
domestication.
17
4.
In
addition
to
the
requirements
of
subsection
3,
a
plan
18
of
domestication
may
contain
any
other
provision
not
prohibited
19
by
law.
20
5.
The
terms
of
a
plan
of
domestication
may
be
made
21
dependent
upon
facts
objectively
ascertainable
outside
the
plan
22
in
accordance
with
section
490.120,
subsection
11.
23
6.
If
a
protected
agreement
of
a
domestic
domesticating
24
corporation
in
effect
immediately
before
the
domestication
25
becomes
effective
contains
a
provision
applying
to
a
merger
26
of
the
corporation
and
the
agreement
does
not
refer
to
a
27
domestication
of
the
corporation,
the
provision
applies
to
a
28
domestication
of
the
corporation
as
if
the
domestication
were
a
29
merger
until
such
time
as
the
provision
is
first
amended
after
30
the
enactment
date.
31
Sec.
129.
NEW
SECTION
.
490.921
Action
on
a
plan
of
32
domestication.
33
In
the
case
of
a
domestication
of
a
domestic
corporation
34
into
a
foreign
jurisdiction,
the
plan
of
domestication
shall
be
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adopted
in
the
following
manner:
1
1.
The
plan
of
domestication
shall
first
be
adopted
by
the
2
board
of
directors.
3
2.
a.
The
plan
of
domestication
shall
then
be
approved
by
4
the
shareholders.
In
submitting
the
plan
of
domestication
to
5
the
shareholders
for
approval,
the
board
of
directors
shall
6
recommend
that
the
shareholders
approve
the
plan,
unless
any
of
7
the
following
applies:
8
(1)
The
board
of
directors
makes
a
determination
that
9
because
of
conflicts
of
interest
or
other
special
circumstances
10
it
should
not
make
such
a
recommendation.
11
(2)
Section
490.826
applies.
12
b.
If
paragraph
“a”
,
subparagraph
(1)
or
(2)
applies,
the
13
board
shall
inform
the
shareholders
of
the
basis
for
its
so
14
proceeding.
15
3.
The
board
of
directors
may
set
conditions
for
approval
16
of
the
plan
of
domestication
by
the
shareholders
or
the
17
effectiveness
of
the
plan
of
domestication.
18
4.
If
the
approval
of
the
shareholders
is
to
be
given
at
19
a
meeting,
the
corporation
shall
notify
each
shareholder,
20
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
21
shareholders
at
which
the
plan
of
domestication
is
to
be
22
submitted
for
approval.
The
notice
must
state
that
the
23
purpose,
or
one
of
the
purposes,
of
the
meeting
is
to
consider
24
the
plan
of
domestication
and
must
contain
or
be
accompanied
25
by
a
copy
or
summary
of
the
plan.
The
notice
must
include
26
or
be
accompanied
by
a
copy
of
the
articles
of
incorporation
27
and
the
bylaws
as
they
will
be
in
effect
immediately
after
the
28
domestication.
29
5.
Unless
the
articles
of
incorporation,
bylaws,
or
the
30
board
of
directors
acting
pursuant
to
subsection
3,
require
31
a
greater
vote
or
a
greater
quorum,
approval
of
the
plan
of
32
domestication
requires
all
of
the
following:
33
a.
The
approval
of
the
shareholders
at
a
meeting
at
which
a
34
quorum
exists
consisting
of
a
majority
of
the
votes
entitled
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to
be
cast
on
the
plan.
1
b.
Except
as
provided
in
subsection
6,
the
approval
of
2
each
class
or
series
of
shares
voting
as
a
separate
voting
3
group
at
a
meeting
at
which
a
quorum
of
the
voting
group
exists
4
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
5
the
plan
by
that
voting
group.
6
6.
The
articles
of
incorporation
may
expressly
limit
or
7
eliminate
the
separate
voting
rights
provided
in
subsection
8
5,
paragraph
“b”
,
as
to
any
class
or
series
of
shares,
except
9
when
the
articles
of
incorporation
of
the
foreign
corporation
10
resulting
from
the
domestication
include
what
would
be
in
11
effect
an
amendment
that
would
entitle
the
class
or
series
to
12
vote
as
a
separate
group
under
section
490.1004
if
it
were
13
a
proposed
amendment
of
the
articles
of
incorporation
of
the
14
domestic
domesticating
corporation.
15
7.
If
as
a
result
of
a
domestication
one
or
more
16
shareholders
of
a
domestic
domesticating
corporation
would
17
become
subject
to
interest
holder
liability,
approval
of
the
18
plan
of
domestication
shall
require
the
signing
in
connection
19
with
the
domestication,
by
each
such
shareholder,
of
a
separate
20
written
consent
to
become
subject
to
such
interest
holder
21
liability,
unless
in
the
case
of
a
shareholder
that
already
has
22
interest
holder
liability
with
respect
to
the
domesticating
23
corporation,
the
terms
and
conditions
of
the
interest
holder
24
liability
with
respect
to
the
domesticated
corporation
are
25
substantially
identical
to
those
of
the
existing
interest
26
holder
liability,
other
than
for
changes
that
eliminate
or
27
reduce
such
interest
holder
liability.
28
Sec.
130.
NEW
SECTION
.
490.922
Articles
of
domestication
29
——
effectiveness.
30
1.
After
a
plan
of
domestication
of
a
domestic
corporation
31
has
been
adopted
and
approved
as
required
by
this
chapter,
or
a
32
foreign
corporation
that
is
the
domesticating
corporation
has
33
approved
a
domestication
as
required
under
its
organic
law,
34
articles
of
domestication
shall
be
signed
by
the
domesticating
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corporation.
The
articles
must
set
forth
all
of
the
following:
1
a.
The
name
of
the
domesticating
corporation
and
its
2
jurisdiction
of
formation.
3
b.
The
name
and
jurisdiction
of
formation
of
the
4
domesticated
corporation.
5
c.
If
the
domesticating
corporation
is
a
domestic
6
corporation,
a
statement
that
the
plan
of
domestication
7
was
approved
in
accordance
with
this
subchapter
or,
if
the
8
domesticating
corporation
is
a
foreign
corporation,
a
statement
9
that
the
domestication
was
approved
in
accordance
with
its
10
organic
law.
11
2.
If
the
domesticated
corporation
is
a
domestic
12
corporation,
the
articles
of
domestication
must
attach
13
articles
of
incorporation
of
the
domesticated
corporation
that
14
satisfy
the
requirements
of
section
490.202.
Provisions
that
15
would
not
be
required
to
be
included
in
restated
articles
of
16
incorporation
may
be
omitted
from
the
articles
of
incorporation
17
attached
to
the
articles
of
domestication.
18
3.
The
articles
of
domestication
shall
be
delivered
to
the
19
secretary
of
state
for
filing,
and
shall
take
effect
at
the
20
effective
date
determined
in
accordance
with
section
490.123.
21
4.
If
the
domesticated
corporation
is
a
domestic
22
corporation,
the
domestication
becomes
effective
when
the
23
articles
of
domestication
are
effective.
If
the
domesticated
24
corporation
is
a
foreign
corporation,
the
domestication
becomes
25
effective
on
the
later
of
the
following:
26
a.
The
date
and
time
provided
by
the
organic
law
of
the
27
domesticated
corporation.
28
b.
When
the
articles
of
domestication
are
effective.
29
5.
If
the
domesticating
corporation
is
a
foreign
30
corporation
that
is
registered
to
do
business
in
this
state
31
under
subchapter
XV,
its
registration
statement
shall
32
be
canceled
automatically
when
the
domestication
becomes
33
effective.
34
Sec.
131.
NEW
SECTION
.
490.923
Amendment
of
plan
of
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domestication
——
abandonment.
1
1.
A
plan
of
domestication
of
a
domestic
corporation
may
be
2
amended
by
any
of
the
following
manners:
3
a.
In
the
same
manner
as
the
plan
was
approved,
if
the
plan
4
does
not
provide
for
the
manner
in
which
it
may
be
amended.
5
b.
In
the
manner
provided
in
the
plan,
except
that
a
6
shareholder
that
was
entitled
to
vote
on
or
consent
to
approval
7
of
the
plan
is
entitled
to
vote
on
or
consent
to
any
amendment
8
of
the
plan
that
will
change
any
of
the
following:
9
(1)
The
amount
or
kind
of
shares
or
other
securities,
10
obligations,
rights
to
acquire
shares
or
other
securities,
11
cash,
other
property,
or
any
combination
of
the
foregoing,
to
12
be
received
by
any
of
the
shareholders
of
the
domesticating
13
corporation
under
the
plan.
14
(2)
The
articles
of
incorporation
or
bylaws
of
the
15
domesticated
corporation
that
will
be
in
effect
immediately
16
after
the
domestication
becomes
effective,
except
for
changes
17
that
do
not
require
approval
of
the
shareholders
of
the
18
domesticated
corporation
under
its
organic
law
or
its
proposed
19
articles
of
incorporation
or
bylaws
as
set
forth
in
the
plan.
20
(3)
Any
of
the
other
terms
or
conditions
of
the
plan,
if
the
21
change
would
adversely
affect
the
shareholder
in
any
material
22
respect.
23
2.
After
a
plan
of
domestication
has
been
adopted
and
24
approved
by
a
domestic
corporation
as
required
by
this
part,
25
and
before
the
articles
of
domestication
have
become
effective,
26
the
plan
may
be
abandoned
by
the
corporation
without
action
by
27
its
shareholders
in
accordance
with
any
procedures
set
forth
in
28
the
plan
or,
if
no
such
procedures
are
set
forth
in
the
plan,
in
29
the
manner
determined
by
the
board
of
directors.
30
3.
If
a
domestication
is
abandoned
after
the
articles
of
31
domestication
have
been
delivered
to
the
secretary
of
state
for
32
filing
but
before
the
articles
of
domestication
have
become
33
effective,
articles
of
abandonment,
signed
by
the
domesticating
34
corporation,
must
be
delivered
to
the
secretary
of
state
for
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filing
before
the
articles
of
domestication
become
effective.
1
The
articles
of
abandonment
take
effect
upon
filing,
and
the
2
domestication
shall
be
deemed
abandoned
and
shall
not
become
3
effective.
The
articles
of
abandonment
must
contain
all
of
the
4
following:
5
a.
The
name
of
the
domesticating
corporation.
6
b.
The
date
on
which
the
articles
of
domestication
were
7
filed
by
the
secretary
of
state.
8
c.
A
statement
that
the
domestication
has
been
abandoned
in
9
accordance
with
this
section.
10
Sec.
132.
NEW
SECTION
.
490.924
Effect
of
domestication.
11
1.
When
a
domestication
becomes
effective
all
of
the
12
following
apply:
13
a.
All
property
owned
by,
and
every
contract
right
possessed
14
by,
the
domesticating
corporation
are
the
property
and
contract
15
rights
of
the
domesticated
corporation
without
transfer,
16
reversion,
or
impairment.
17
b.
All
debts,
obligations,
and
other
liabilities
of
the
18
domesticating
corporation
are
the
debts,
obligations,
and
other
19
liabilities
of
the
domesticated
corporation.
20
c.
The
name
of
the
domesticated
corporation
may
but
need
not
21
be
substituted
for
the
name
of
the
domesticating
corporation
in
22
any
pending
proceeding.
23
d.
The
articles
of
incorporation
and
bylaws
of
the
24
domesticated
corporation
become
effective.
25
e.
The
shares
of
the
domesticating
corporation
are
26
reclassified
into
shares
or
other
securities,
obligations,
27
rights
to
acquire
shares
or
other
securities,
cash,
or
other
28
property
in
accordance
with
the
terms
of
the
domestication,
and
29
the
shareholders
of
the
domesticating
corporation
are
entitled
30
only
to
the
rights
provided
to
them
by
those
terms
and
to
any
31
appraisal
rights
they
may
have
under
the
organic
law
of
the
32
domesticating
corporation.
33
f.
The
domesticated
corporation
is
all
of
the
following:
34
(1)
Incorporated
under
and
subject
to
the
organic
law
of
the
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domesticated
corporation.
1
(2)
The
same
corporation
without
interruption
as
the
2
domesticating
corporation.
3
(3)
Deemed
to
have
been
incorporated
on
the
date
the
4
domesticating
corporation
was
originally
incorporated.
5
2.
When
a
domestication
of
a
domestic
corporation
into
6
a
foreign
jurisdiction
becomes
effective,
the
domesticated
7
corporation
is
deemed
to
have
done
all
of
the
following:
8
a.
Appointed
the
secretary
of
state
as
its
agent
for
9
service
of
process
in
a
proceeding
to
enforce
the
rights
of
10
shareholders
who
exercise
appraisal
rights
in
connection
with
11
the
domestication.
12
b.
Agreed
that
it
will
promptly
pay
the
amount,
if
any,
to
13
which
such
shareholders
are
entitled
under
subchapter
XIII.
14
3.
Except
as
otherwise
provided
in
the
organic
law
or
15
organic
rules
of
a
domesticating
foreign
corporation,
the
16
interest
holder
liability
of
a
shareholder
in
a
foreign
17
corporation
that
is
domesticated
into
this
state
who
had
18
interest
holder
liability
in
respect
of
such
domesticating
19
corporation
before
the
domestication
becomes
effective
shall
20
be
as
follows:
21
a.
The
domestication
does
not
discharge
that
prior
22
interest
holder
liability
with
respect
to
any
interest
holder
23
liabilities
that
arose
before
the
domestication
becomes
24
effective.
25
b.
The
provisions
of
the
organic
law
of
the
domesticating
26
corporation
shall
continue
to
apply
to
the
collection
or
27
discharge
of
any
interest
holder
liabilities
preserved
by
28
paragraph
“a”
,
as
if
the
domestication
had
not
occurred.
29
c.
The
shareholder
shall
have
such
rights
of
contribution
30
from
other
persons
as
are
provided
by
the
organic
law
of
the
31
domesticating
corporation
with
respect
to
any
interest
holder
32
liabilities
preserved
by
paragraph
“a”
,
as
if
the
domestication
33
had
not
occurred.
34
d.
The
shareholder
shall
not,
by
reason
of
such
prior
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interest
holder
liability,
have
interest
holder
liability
with
1
respect
to
any
interest
holder
liabilities
that
are
incurred
2
after
the
domestication
becomes
effective.
3
4.
A
shareholder
who
becomes
subject
to
interest
holder
4
liability
in
respect
of
the
domesticated
corporation
as
a
5
result
of
the
domestication
shall
have
such
interest
holder
6
liability
only
in
respect
of
interest
holder
liabilities
that
7
arise
after
the
domestication
becomes
effective.
8
5.
A
domestication
does
not
constitute
or
cause
the
9
dissolution
of
the
domesticating
corporation.
10
6.
Property
held
for
charitable
purposes
under
the
11
laws
of
this
state
by
a
domestic
or
foreign
corporation
12
immediately
before
a
domestication
shall
not,
as
a
result
of
13
the
transaction,
be
diverted
from
the
objects
for
which
it
was
14
donated,
granted,
devised,
or
otherwise
transferred
except
15
and
to
the
extent
permitted
by
or
pursuant
to
the
laws
of
16
this
state
addressing
cy
pres
or
dealing
with
nondiversion
of
17
charitable
assets.
18
7.
A
bequest,
devise,
gift,
grant,
or
promise
contained
19
in
a
will
or
other
instrument
of
donation,
subscription,
or
20
conveyance
which
is
made
to
the
domesticating
corporation
and
21
which
takes
effect
or
remains
payable
after
the
domestication
22
inures
to
the
domesticated
corporation.
23
8.
A
trust
obligation
that
would
govern
property
if
24
transferred
to
the
domesticating
corporation
applies
to
25
property
that
is
transferred
to
the
domesticated
corporation
26
after
the
domestication
takes
effect.
27
Sec.
133.
NEW
SECTION
.
490.930
Conversion.
28
1.
By
complying
with
this
subchapter,
a
domestic
29
corporation
may
become
any
of
the
following:
30
a.
A
domestic
eligible
entity.
31
b.
A
foreign
eligible
entity
if
the
conversion
is
permitted
32
by
the
organic
law
of
the
foreign
entity.
33
2.
By
complying
with
this
part
and
applicable
provisions
34
of
its
organic
law,
a
domestic
eligible
entity
may
become
a
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domestic
corporation.
If
procedures
for
the
approval
of
a
1
conversion
are
not
provided
by
the
organic
law
or
organic
rules
2
of
a
domestic
eligible
entity,
the
conversion
shall
be
adopted
3
and
approved
in
the
same
manner
as
a
merger
of
that
eligible
4
entity.
If
the
organic
law
or
organic
rules
of
a
domestic
5
eligible
entity
do
not
provide
procedures
for
the
approval
6
of
either
a
conversion
or
a
merger,
a
plan
of
conversion
may
7
nonetheless
be
adopted
and
approved
by
the
unanimous
consent
8
of
all
the
interest
holders
of
such
eligible
entity.
In
9
either
such
case,
the
conversion
thereafter
may
be
effected
as
10
provided
in
the
other
provisions
of
this
part;
and
for
purposes
11
of
applying
this
subchapter
in
such
a
case
all
of
the
following
12
apply:
13
a.
The
eligible
entity,
its
members
or
interest
holders,
14
eligible
interests
and
organic
rules
taken
together,
shall
be
15
deemed
to
be
a
domestic
business
corporation,
shareholders,
16
shares
and
articles
of
incorporation,
respectively
and
vice
17
versa,
as
the
context
may
require.
18
b.
If
the
business
and
affairs
of
the
eligible
entity
are
19
managed
by
a
person
or
persons
that
are
not
identical
to
the
20
members
or
interest
holders,
that
person
or
persons
shall
be
21
deemed
to
be
the
board
of
directors.
22
3.
By
complying
with
the
provisions
of
this
part
applicable
23
to
foreign
entities,
a
foreign
eligible
entity
may
become
a
24
domestic
corporation
if
the
organic
law
of
the
foreign
eligible
25
entity
permits
it
to
become
a
business
corporation
in
another
26
jurisdiction.
27
4.
If
a
protected
agreement
of
a
domestic
converting
28
corporation
in
effect
immediately
before
the
conversion
becomes
29
effective
contains
a
provision
applying
to
a
merger
of
the
30
corporation
that
is
a
converting
entity
and
the
agreement
does
31
not
refer
to
a
conversion
of
the
corporation,
the
provision
32
applies
to
a
conversion
of
the
corporation
as
if
the
conversion
33
were
a
merger,
until
such
time
as
the
provision
is
first
34
amended
after
the
enactment
date.
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Sec.
134.
NEW
SECTION
.
490.931
Plan
of
conversion.
1
1.
A
domestic
corporation
may
convert
to
a
domestic
or
2
foreign
eligible
entity
under
this
part
by
approving
a
plan
of
3
conversion.
The
plan
of
conversion
must
include
all
of
the
4
following:
5
a.
The
name
of
the
converting
corporation.
6
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
7
of
the
converted
entity.
8
c.
The
manner
and
basis
of
converting
the
shares
of
9
the
domestic
corporation
into
eligible
interests
or
other
10
securities,
obligations,
rights
to
acquire
eligible
interests
11
or
other
securities,
cash,
other
property,
or
any
combination
12
of
the
foregoing.
13
d.
The
other
terms
and
conditions
of
the
conversion.
14
e.
The
full
text,
as
it
will
be
in
effect
immediately
after
15
the
conversion
becomes
effective,
of
the
organic
rules
of
the
16
converted
entity
which
are
to
be
in
writing.
17
2.
In
addition
to
the
requirements
of
subsection
1,
a
plan
18
of
conversion
may
contain
any
other
provision
not
prohibited
19
by
law.
20
3.
The
terms
of
a
plan
of
conversion
may
be
made
dependent
21
upon
facts
objectively
ascertainable
outside
the
plan
in
22
accordance
with
section
490.120,
subsection
11.
23
Sec.
135.
NEW
SECTION
.
490.932
Action
on
a
plan
of
24
conversion.
25
In
the
case
of
a
conversion
of
a
domestic
corporation
to
a
26
domestic
or
foreign
eligible
entity,
the
plan
of
conversion
27
shall
be
adopted
in
the
following
manner:
28
1.
The
plan
of
conversion
shall
first
be
adopted
by
the
29
board
of
directors.
30
2.
a.
The
plan
of
conversion
shall
then
be
approved
by
31
the
shareholders.
In
submitting
the
plan
of
conversion
to
the
32
shareholders
for
their
approval,
the
board
of
directors
must
33
recommend
that
the
shareholders
approve
the
plan,
unless
any
of
34
the
following
applies:
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(1)
The
board
of
directors
makes
a
determination
that
1
because
of
conflicts
of
interest
or
other
special
circumstances
2
it
should
not
make
such
a
recommendation.
3
(2)
Section
490.826
applies.
4
b.
If
paragraph
“a”
,
subparagraph
(1)
or
(2)
applies,
the
5
board
of
directors
shall
inform
the
shareholders
of
the
basis
6
for
its
so
proceeding.
7
3.
The
board
of
directors
may
set
conditions
for
approval
of
8
the
plan
of
conversion
by
the
shareholders
or
the
effectiveness
9
of
the
plan
of
conversion.
10
4.
If
the
approval
of
the
shareholders
is
to
be
given
at
11
a
meeting,
the
corporation
shall
notify
each
shareholder,
12
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
13
shareholders
at
which
the
plan
of
conversion
is
to
be
submitted
14
for
approval.
The
notice
must
state
that
the
purpose,
or
one
15
of
the
purposes,
of
the
meeting
is
to
consider
the
plan
of
16
conversion
and
must
contain
or
be
accompanied
by
a
copy
or
17
summary
of
the
plan.
The
notice
must
include
or
be
accompanied
18
by
a
copy
of
the
organic
rules
of
the
converted
entity
which
19
are
to
be
in
writing
as
they
will
be
in
effect
immediately
20
after
the
conversion.
21
5.
Unless
the
articles
of
incorporation,
bylaws,
or
the
22
board
of
directors
acting
pursuant
to
subsection
3,
require
23
a
greater
vote
or
a
greater
quorum,
approval
of
the
plan
of
24
conversion
requires
all
of
the
following:
25
a.
The
approval
of
the
shareholders
at
a
meeting
at
which
a
26
quorum
exists
consisting
of
a
majority
of
the
votes
entitled
27
to
be
cast
on
the
plan.
28
b.
Except
as
provided
in
subsection
6,
the
approval
of
29
each
class
or
series
of
shares
voting
as
a
separate
voting
30
group
at
a
meeting
at
which
a
quorum
of
the
voting
group
exists
31
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
32
the
plan
by
that
voting
group.
33
6.
If
as
a
result
of
the
conversion
one
or
more
shareholders
34
of
the
converting
domestic
corporation
would
become
subject
to
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interest
holder
liability,
approval
of
the
plan
of
conversion
1
shall
require
the
signing
in
connection
with
the
transaction,
2
by
each
such
shareholder,
of
a
separate
written
consent
to
3
become
subject
to
such
interest
holder
liability.
4
Sec.
136.
NEW
SECTION
.
490.933
Articles
of
conversion
——
5
effectiveness.
6
1.
Articles
of
conversion
shall
be
signed
by
the
converting
7
entity
after
either
a
plan
of
conversion
of
a
domestic
8
corporation
has
been
adopted
and
approved
as
required
by
this
9
chapter
or
a
domestic
or
foreign
eligible
entity
that
is
the
10
converting
entity
has
approved
a
conversion
as
required
under
11
its
organic
law.
The
articles
of
conversion
must
do
all
of
the
12
following:
13
a.
State
the
name,
jurisdiction
of
formation,
and
type
of
14
entity
of
the
converting
entity.
15
b.
State
the
name,
jurisdiction
of
formation,
and
type
of
16
entity
of
the
converted
entity.
17
c.
(1)
If
the
converting
entity
is
a
domestic
corporation,
18
state
that
the
plan
of
conversion
was
approved
in
accordance
19
with
this
part.
20
(2)
If
the
converting
entity
is
an
eligible
entity,
state
21
that
the
conversion
was
approved
by
the
eligible
entity
in
22
accordance
with
its
organic
law.
23
(3)
If
the
converting
entity
is
a
domestic
eligible
entity
24
the
organic
law
of
which
does
not
provide
for
approval
of
the
25
conversion,
state
that
the
conversion
was
approved
by
the
26
domestic
eligible
entity
in
accordance
with
this
part.
27
d.
(1)
If
the
converted
entity
is
a
domestic
business
28
corporation,
or
a
domestic
nonprofit
corporation
or
filing
29
entity,
have
attached
the
public
organic
record
of
the
30
converted
entity,
except
that
provisions
that
would
not
be
31
required
to
be
included
in
a
restated
public
organic
record
may
32
be
omitted.
33
(2)
If
the
converted
entity
is
a
domestic
limited
liability
34
partnership,
have
attached
the
filing
required
to
become
a
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limited
liability
partnership.
1
2.
If
the
converted
entity
is
a
domestic
corporation,
2
its
articles
of
incorporation
must
satisfy
the
requirements
3
of
section
490.202,
except
that
provisions
that
would
not
be
4
required
to
be
included
in
restated
articles
of
incorporation
5
may
be
omitted
from
the
articles
of
incorporation.
If
the
6
converted
entity
is
a
domestic
eligible
entity,
its
public
7
organic
record,
if
any,
must
satisfy
the
requirements
of
the
8
organic
law
of
this
state,
except
that
the
public
organic
9
record
does
not
need
to
be
signed.
10
3.
The
articles
of
conversion
shall
be
delivered
to
the
11
secretary
of
state
for
filing,
and
shall
take
effect
at
the
12
effective
date
determined
in
accordance
with
section
490.123.
13
4.
If
a
converted
entity
is
a
domestic
entity,
the
14
conversion
becomes
effective
when
the
articles
of
conversion
15
are
effective.
With
respect
to
a
conversion
in
which
the
16
converted
entity
is
a
foreign
eligible
entity,
the
conversion
17
itself
shall
become
effective
at
the
later
of
the
following:
18
a.
The
date
and
time
provided
by
the
organic
law
of
that
19
eligible
entity.
20
b.
When
the
articles
of
conversion
become
effective.
21
5.
Articles
of
conversion
under
this
section
may
be
combined
22
with
any
required
conversion
filing
under
the
organic
law
23
of
a
domestic
eligible
entity
that
is
the
converting
entity
24
or
converted
entity
if
the
combined
filing
satisfies
the
25
requirements
of
both
this
section
and
the
other
organic
law.
26
6.
If
the
converting
entity
is
a
foreign
eligible
entity
27
that
is
registered
to
do
business
in
this
state
under
a
28
provision
of
law
similar
to
subchapter
XV,
its
registration
29
statement
or
other
type
of
foreign
qualification
shall
be
30
canceled
automatically
on
the
effective
date
of
its
conversion.
31
Sec.
137.
NEW
SECTION
.
490.934
Amendment
of
plan
of
32
conversion
——
abandonment.
33
1.
A
plan
of
conversion
of
a
converting
entity
that
is
a
34
domestic
corporation
may
be
amended
in
any
of
the
following
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manners:
1
a.
In
the
same
manner
as
the
plan
was
approved,
if
the
plan
2
does
not
provide
for
the
manner
in
which
it
may
be
amended.
3
b.
In
the
manner
provided
in
the
plan,
except
that
4
shareholders
that
were
entitled
to
vote
on
or
consent
to
5
approval
of
the
plan
are
entitled
to
vote
on
or
consent
to
any
6
amendment
of
the
plan
that
will
change
any
of
the
following:
7
(1)
The
amount
or
kind
of
eligible
interests
or
other
8
securities,
obligations,
rights
to
acquire
eligible
interests
9
or
other
securities,
cash,
other
property,
or
any
combination
10
of
the
foregoing,
to
be
received
by
any
of
the
shareholders
of
11
the
converting
corporation
under
the
plan.
12
(2)
The
organic
rules
of
the
converted
entity
that
will
be
13
in
effect
immediately
after
the
conversion
becomes
effective,
14
except
for
changes
that
do
not
require
approval
of
the
eligible
15
interest
holders
of
the
converted
entity
under
its
organic
law
16
or
organic
rules.
17
(3)
Any
other
terms
or
conditions
of
the
plan,
if
the
18
change
would
adversely
affect
such
shareholders
in
any
material
19
respect.
20
2.
After
a
plan
of
conversion
has
been
approved
by
a
21
converting
entity
that
is
a
domestic
corporation
in
the
manner
22
required
by
this
part
and
before
the
articles
of
conversion
23
become
effective,
the
plan
may
be
abandoned
by
the
corporation
24
without
action
by
its
shareholders
in
accordance
with
any
25
procedures
set
forth
in
the
plan
or,
if
no
such
procedures
are
26
set
forth
in
the
plan,
in
the
manner
determined
by
the
board
of
27
directors.
28
3.
If
a
conversion
is
abandoned
after
the
articles
of
29
conversion
have
been
delivered
to
the
secretary
of
state
for
30
filing
and
before
the
articles
of
conversion
become
effective,
31
articles
of
abandonment,
signed
by
the
converting
entity,
32
must
be
delivered
to
the
secretary
of
state
for
filing
before
33
the
articles
of
conversion
become
effective.
The
articles
34
of
abandonment
take
effect
on
filing,
and
the
conversion
is
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abandoned
and
does
not
become
effective.
The
articles
of
1
abandonment
must
contain
all
of
the
following:
2
a.
The
name
of
the
converting
entity.
3
b.
The
date
on
which
the
articles
of
conversion
were
filed
4
by
the
secretary
of
state.
5
c.
A
statement
that
the
conversion
has
been
abandoned
in
6
accordance
with
this
section.
7
Sec.
138.
NEW
SECTION
.
490.935
Effect
of
conversion.
8
1.
When
a
conversion
becomes
effective
all
of
the
following
9
shall
apply:
10
a.
All
property
owned
by,
and
every
contract
right
possessed
11
by,
the
converting
entity
remain
the
property
and
contract
12
rights
of
the
converted
entity
without
transfer,
reversion,
or
13
impairment.
14
b.
All
debts,
obligations,
and
other
liabilities
of
the
15
converting
entity
remain
the
debts,
obligations,
and
other
16
liabilities
of
the
converted
entity.
17
c.
The
name
of
the
converted
entity
may
but
need
not
be
18
substituted
for
the
name
of
the
converting
entity
in
any
19
pending
action
or
proceeding.
20
d.
If
the
converted
entity
is
a
filing
entity
or
a
domestic
21
business
corporation
or
a
domestic
or
foreign
nonprofit
22
corporation,
its
public
organic
record
and
its
private
organic
23
rules
become
effective.
24
e.
If
the
converted
entity
is
a
nonfiling
entity,
its
25
private
organic
rules
become
effective.
26
f.
If
the
converted
entity
is
a
limited
liability
27
partnership,
the
filing
required
to
become
a
limited
liability
28
partnership
and
its
private
organic
rules
become
effective.
29
g.
The
shares
or
eligible
interests
of
the
converting
30
entity
are
reclassified
into
shares,
eligible
interests
or
31
other
securities,
obligations,
rights
to
acquire
shares,
32
eligible
interests
or
other
securities,
cash,
or
other
property
33
in
accordance
with
the
terms
of
the
conversion,
and
the
34
shareholders
or
interest
holders
of
the
converting
entity
are
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entitled
only
to
the
rights
provided
to
them
by
those
terms
and
1
to
any
appraisal
rights
they
may
have
under
the
organic
law
of
2
the
converting
entity.
3
h.
The
converted
entity
is
all
of
the
following:
4
(1)
Incorporated
or
organized
under
and
subject
to
the
5
organic
law
of
the
converted
entity.
6
(2)
The
same
entity
without
interruption
as
the
converting
7
entity.
8
(3)
Deemed
to
have
been
incorporated
or
otherwise
9
organized
on
the
date
that
the
converting
entity
was
originally
10
incorporated
or
organized.
11
2.
When
a
conversion
of
a
domestic
corporation
to
a
foreign
12
eligible
entity
becomes
effective,
the
converted
entity
is
13
deemed
to
have
done
all
of
the
following:
14
a.
Appointed
the
secretary
of
state
as
its
agent
for
15
service
of
process
in
a
proceeding
to
enforce
the
rights
of
16
shareholders
who
exercise
appraisal
rights
in
connection
with
17
the
conversion.
18
b.
Agreed
that
it
will
promptly
pay
the
amount,
if
any,
to
19
which
such
shareholders
are
entitled
under
subchapter
XIII.
20
3.
Except
as
otherwise
provided
in
the
articles
of
21
incorporation
of
a
domestic
corporation
or
the
organic
law
or
22
organic
rules
of
a
foreign
corporation
or
a
domestic
or
foreign
23
eligible
entity,
a
shareholder
or
eligible
interest
holder
who
24
becomes
subject
to
interest
holder
liability
in
respect
of
a
25
domestic
corporation
or
eligible
entity
as
a
result
of
the
26
conversion
shall
have
such
interest
holder
liability
only
in
27
respect
of
interest
holder
liabilities
that
arise
after
the
28
conversion
becomes
effective.
29
4.
Except
as
otherwise
provided
in
the
organic
law
or
the
30
organic
rules
of
the
eligible
entity,
the
interest
holder
31
liability
of
an
interest
holder
in
a
converting
eligible
entity
32
that
converts
to
a
domestic
corporation
who
had
interest
holder
33
liability
in
respect
of
such
converting
eligible
entity
before
34
the
conversion
becomes
effective
shall
be
as
follows:
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a.
The
conversion
does
not
discharge
that
prior
interest
1
holder
liability
with
respect
to
any
interest
holder
2
liabilities
that
arose
before
the
conversion
became
effective.
3
b.
The
provisions
of
the
organic
law
of
the
eligible
entity
4
shall
continue
to
apply
to
the
collection
or
discharge
of
any
5
interest
holder
liabilities
preserved
by
paragraph
“a”
,
as
if
6
the
conversion
had
not
occurred.
7
c.
The
eligible
interest
holder
shall
have
such
rights
of
8
contribution
from
other
persons
as
are
provided
by
the
organic
9
law
of
the
eligible
entity
with
respect
to
any
interest
holder
10
liabilities
preserved
by
paragraph
“a”
,
as
if
the
conversion
had
11
not
occurred.
12
d.
The
eligible
interest
holder
shall
not,
by
reason
of
such
13
prior
interest
holder
liability,
have
interest
holder
liability
14
with
respect
to
any
interest
holder
liabilities
that
arise
15
after
the
conversion
becomes
effective.
16
5.
A
conversion
does
not
require
the
converting
entity
17
to
wind
up
its
affairs
and
does
not
constitute
or
cause
the
18
dissolution
or
termination
of
the
entity.
19
6.
Property
held
for
charitable
purposes
under
the
laws
of
20
this
state
by
a
corporation
or
a
domestic
or
foreign
eligible
21
entity
immediately
before
a
conversion
shall
not,
as
a
result
22
of
the
transaction,
be
diverted
from
the
objects
for
which
it
23
was
donated,
granted,
devised,
or
otherwise
transferred
except
24
and
to
the
extent
permitted
by
or
pursuant
to
the
laws
of
25
this
state
addressing
cy
pres
or
dealing
with
nondiversion
of
26
charitable
assets.
27
7.
A
bequest,
devise,
gift,
grant,
or
promise
contained
28
in
a
will
or
other
instrument
of
donation,
subscription,
or
29
conveyance
which
is
made
to
the
converting
entity
and
which
30
takes
effect
or
remains
payable
after
the
conversion
inures
to
31
the
converted
entity.
32
8.
A
trust
obligation
that
would
govern
property
if
33
transferred
to
the
converting
entity
applies
to
property
that
34
is
transferred
to
the
converted
entity
after
the
conversion
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takes
effect.
1
Sec.
139.
Section
490.1003,
Code
2021,
is
amended
by
2
striking
the
section
and
inserting
in
lieu
thereof
the
3
following:
4
490.1003
Amendment
by
board
of
directors
and
shareholders.
5
If
a
corporation
has
issued
shares,
an
amendment
to
the
6
articles
of
incorporation
shall
be
adopted
in
the
following
7
manner:
8
1.
The
proposed
amendment
shall
first
be
adopted
by
the
9
board
of
directors.
10
2.
a.
Except
as
provided
in
sections
490.1005,
490.1007,
11
and
490.1008,
the
amendment
shall
then
be
approved
by
the
12
shareholders.
In
submitting
the
proposed
amendment
to
the
13
shareholders
for
approval,
the
board
of
directors
shall
14
recommend
that
the
shareholders
approve
the
amendment,
unless
15
any
of
the
following
applies:
16
(1)
The
board
of
directors
makes
a
determination
that
17
because
of
conflicts
of
interest
or
other
special
circumstances
18
it
should
not
make
such
a
recommendation.
19
(2)
Section
490.826
applies.
20
b.
If
paragraph
“a”
,
subparagraph
(1)
or
(2)
applies,
the
21
board
must
inform
the
shareholders
of
the
basis
for
its
so
22
proceeding.
23
3.
The
board
of
directors
may
set
conditions
for
the
24
approval
of
the
amendment
by
the
shareholders
or
the
25
effectiveness
of
the
amendment.
26
4.
If
the
amendment
is
required
to
be
approved
by
the
27
shareholders,
and
the
approval
is
to
be
given
at
a
meeting,
28
the
corporation
shall
notify
each
shareholder,
regardless
of
29
whether
entitled
to
vote,
of
the
meeting
of
shareholders
at
30
which
the
amendment
is
to
be
submitted
for
approval.
The
31
notice
must
state
that
the
purpose,
or
one
of
the
purposes,
32
of
the
meeting
is
to
consider
the
amendment.
The
notice
must
33
contain
or
be
accompanied
by
a
copy
of
the
amendment.
34
5.
Unless
the
articles
of
incorporation
or
bylaws,
or
the
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board
of
directors
acting
pursuant
to
subsection
3,
require
a
1
greater
vote
or
a
greater
quorum,
approval
of
the
amendment
2
requires
the
approval
of
the
shareholders
at
a
meeting
at
which
3
a
quorum
consisting
of
a
majority
of
the
votes
entitled
to
4
be
cast
on
the
amendment
exists,
and,
if
any
class
or
series
5
of
shares
is
entitled
to
vote
as
a
separate
group
on
the
6
amendment,
except
as
provided
in
section
490.1004,
subsection
7
3,
the
approval
of
each
such
separate
voting
group
at
a
meeting
8
at
which
a
quorum
of
the
voting
group
exists
consisting
of
a
9
majority
of
the
votes
entitled
to
be
cast
on
the
amendment
by
10
that
voting
group.
11
6.
a.
If
as
a
result
of
an
amendment
of
the
articles
12
of
incorporation
one
or
more
shareholders
of
a
domestic
13
corporation
would
become
subject
to
new
interest
holder
14
liability,
approval
of
the
amendment
requires
the
signing
in
15
connection
with
the
amendment,
by
each
such
shareholder,
of
a
16
separate
written
consent
to
become
subject
to
such
new
interest
17
holder
liability.
18
b.
Paragraph
“a”
does
not
apply
in
the
case
of
a
shareholder
19
that
already
has
interest
holder
liability
and
the
terms
and
20
conditions
of
the
new
interest
holder
liability
are
any
of
the
21
following:
22
(1)
Substantially
identical
to
those
of
the
existing
23
interest
holder
liability.
24
(2)
Substantially
identical
to
those
of
the
existing
25
interest
holder
liability,
other
than
changes
that
eliminate
or
26
reduce
such
interest
holder
liability.
27
7.
As
used
in
subsection
6
and
section
490.1009,
“new
28
interest
holder
liability”
means
interest
holder
liability
29
of
a
person
resulting
from
an
amendment
of
the
articles
of
30
incorporation
if
any
of
the
following
applies:
31
a.
The
person
did
not
have
interest
holder
liability
before
32
the
amendment
becomes
effective.
33
b.
The
person
had
interest
holder
liability
before
the
34
amendment
becomes
effective,
the
terms
and
conditions
of
which
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are
changed
when
the
amendment
becomes
effective.
1
Sec.
140.
Section
490.1004,
Code
2021,
is
amended
by
2
striking
the
section
and
inserting
in
lieu
thereof
the
3
following:
4
490.1004
Voting
on
amendments
by
voting
groups.
5
1.
The
holders
of
the
outstanding
shares
of
a
class
are
6
entitled
to
vote
as
a
separate
voting
group,
if
shareholder
7
voting
is
otherwise
required
by
this
chapter,
on
a
proposed
8
amendment
to
the
articles
of
incorporation
if
the
amendment
9
would
do
any
of
the
following:
10
a.
Effect
an
exchange
or
reclassification
of
all
or
part
of
11
the
shares
of
the
class
into
shares
of
another
class.
12
b.
Effect
an
exchange
or
reclassification,
or
create
the
13
right
of
exchange,
of
all
or
part
of
the
shares
of
another
14
class
into
shares
of
the
class.
15
c.
Change
the
rights,
preferences,
or
limitations
of
all
or
16
part
of
the
shares
of
the
class.
17
d.
Change
the
shares
of
all
or
part
of
the
class
into
a
18
different
number
of
shares
of
the
same
class.
19
e.
Create
a
new
class
of
shares
having
rights
or
preferences
20
with
respect
to
distributions
that
are
prior
or
superior
to
the
21
shares
of
the
class.
22
f.
Increase
the
rights,
preferences,
or
number
of
authorized
23
shares
of
any
class
that,
after
giving
effect
to
the
amendment,
24
have
rights
or
preferences
with
respect
to
distributions
that
25
are
prior
or
superior
to
the
shares
of
the
class.
26
g.
Limit
or
deny
an
existing
preemptive
right
of
all
or
part
27
of
the
shares
of
the
class.
28
h.
Cancel
or
otherwise
affect
rights
to
distributions
that
29
have
accumulated
but
not
yet
been
authorized
on
all
or
part
of
30
the
shares
of
the
class.
31
2.
If
a
proposed
amendment
would
affect
a
series
of
a
class
32
of
shares
in
one
or
more
of
the
ways
described
in
subsection
1,
33
the
holders
of
shares
of
that
series
are
entitled
to
vote
as
a
34
separate
voting
group
on
the
proposed
amendment.
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3.
If
a
proposed
amendment
that
entitles
the
holders
of
1
two
or
more
classes
or
series
of
shares
to
vote
as
separate
2
voting
groups
under
this
section
would
affect
those
two
or
more
3
classes
or
series
in
the
same
or
a
substantially
similar
way,
4
the
holders
of
shares
of
all
the
classes
or
series
so
affected
5
shall
vote
together
as
a
single
voting
group
on
the
proposed
6
amendment,
unless
otherwise
provided
in
the
articles
of
7
incorporation
or
added
as
a
condition
by
the
board
of
directors
8
pursuant
to
section
490.1003,
subsection
3.
9
4.
A
class
or
series
of
shares
is
entitled
to
the
voting
10
rights
granted
by
this
section
even
if
the
articles
of
11
incorporation
provide
that
the
shares
are
nonvoting
shares.
12
Sec.
141.
Section
490.1006,
Code
2021,
is
amended
by
13
striking
the
section
and
inserting
in
lieu
thereof
the
14
following:
15
490.1006
Articles
of
amendment.
16
1.
After
an
amendment
to
the
articles
of
incorporation
17
has
been
adopted
and
approved
in
the
manner
required
by
this
18
chapter
and
by
the
articles
of
incorporation,
the
corporation
19
shall
deliver
to
the
secretary
of
state,
for
filing,
articles
20
of
amendment,
which
must
set
forth
all
of
the
following:
21
a.
The
name
of
the
corporation.
22
b.
The
text
of
each
amendment
adopted,
or
the
information
23
required
by
section
490.120,
subsection
11,
paragraph
“e”
.
24
c.
If
an
amendment
provides
for
an
exchange,
25
reclassification,
or
cancellation
of
issued
shares,
26
provisions
for
implementing
the
amendment,
if
not
contained
in
27
the
amendment
itself,
which
may
be
made
dependent
upon
facts
28
objectively
ascertainable
outside
the
articles
of
amendment
in
29
accordance
with
section
490.120,
subsection
11,
paragraph
“e”.
30
d.
The
date
of
each
amendment’s
adoption.
31
e.
For
an
amendment,
the
following:
32
(1)
If
it
was
adopted
by
the
incorporators
or
board
of
33
directors
without
shareholder
approval,
a
statement
that
the
34
amendment
was
duly
adopted
by
the
incorporators
or
by
the
board
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of
directors,
as
the
case
may
be,
and
that
shareholder
approval
1
was
not
required.
2
(2)
If
it
required
approval
by
the
shareholders,
a
statement
3
that
the
amendment
was
duly
approved
by
the
shareholders
in
4
the
manner
required
by
this
chapter
and
by
the
articles
of
5
incorporation.
6
(3)
If
being
filed
pursuant
to
section
490.120,
subsection
7
11,
paragraph
“e”
,
a
statement
to
that
effect.
8
2.
Articles
of
amendment
shall
take
effect
at
the
effective
9
date
determined
in
accordance
with
section
490.123.
10
Sec.
142.
Section
490.1007,
Code
2021,
is
amended
by
11
striking
the
section
and
inserting
in
lieu
thereof
the
12
following:
13
490.1007
Restated
articles
of
incorporation.
14
1.
A
corporation’s
board
of
directors
may
restate
its
15
articles
of
incorporation
at
any
time,
without
shareholder
16
approval,
to
consolidate
all
amendments
into
a
single
document.
17
2.
If
the
restated
articles
include
one
or
more
new
18
amendments
that
require
shareholder
approval,
the
amendments
19
shall
be
adopted
and
approved
as
provided
in
section
490.1003.
20
3.
A
corporation
that
restates
its
articles
of
21
incorporation
shall
deliver
to
the
secretary
of
state
for
22
filing
articles
of
restatement
setting
forth
all
of
the
23
following:
24
a.
The
name
of
the
corporation.
25
b.
The
text
of
the
restated
articles
of
incorporation.
26
c.
A
statement
that
the
restated
articles
consolidate
all
27
amendments
into
a
single
document.
28
d.
If
a
new
amendment
is
included
in
the
restated
articles,
29
the
statements
required
under
section
490.1006
with
respect
to
30
the
new
amendment.
31
4.
Duly
adopted
restated
articles
of
incorporation
32
supersede
the
original
articles
of
incorporation
and
all
33
amendments
to
the
articles
of
incorporation.
34
5.
The
secretary
of
state
may
certify
restated
articles
of
35
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incorporation
as
the
articles
of
incorporation
currently
in
1
effect,
without
including
the
statements
required
by
subsection
2
3,
paragraph
“d”
.
3
Sec.
143.
Section
490.1009,
Code
2021,
is
amended
by
4
striking
the
section
and
inserting
in
lieu
thereof
the
5
following:
6
490.1009
Effect
of
amendment.
7
1.
An
amendment
to
the
articles
of
incorporation
does
not
8
affect
a
cause
of
action
existing
against
or
in
favor
of
the
9
corporation,
a
proceeding
to
which
the
corporation
is
a
party,
10
or
the
existing
rights
of
persons
other
than
the
shareholders.
11
An
amendment
changing
a
corporation’s
name
does
not
affect
a
12
proceeding
brought
by
or
against
the
corporation
in
its
former
13
name.
14
2.
A
shareholder
who
becomes
subject
to
new
interest
holder
15
liability
in
respect
of
the
corporation
as
a
result
of
an
16
amendment
to
the
articles
of
incorporation
shall
have
that
new
17
interest
holder
liability
only
in
respect
of
interest
holder
18
liabilities
that
arise
after
the
amendment
becomes
effective.
19
3.
Except
as
otherwise
provided
in
the
articles
of
20
incorporation
of
the
corporation,
the
interest
holder
liability
21
of
a
shareholder
who
had
interest
holder
liability
in
respect
22
of
the
corporation
before
the
amendment
becomes
effective
and
23
has
new
interest
holder
liability
after
the
amendment
becomes
24
effective
shall
be
as
follows:
25
a.
The
amendment
does
not
discharge
that
prior
interest
26
holder
liability
with
respect
to
any
interest
holder
27
liabilities
that
arose
before
the
amendment
becomes
effective.
28
b.
The
provisions
of
the
articles
of
incorporation
of
29
the
corporation
relating
to
interest
holder
liability
as
in
30
effect
immediately
prior
to
the
amendment
shall
continue
to
31
apply
to
the
collection
or
discharge
of
any
interest
holder
32
liabilities
preserved
by
paragraph
“a”
,
as
if
the
amendment
had
33
not
occurred.
34
c.
The
shareholder
shall
have
such
rights
of
contribution
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from
other
persons
as
are
provided
by
the
articles
of
1
incorporation
relating
to
interest
holder
liability
as
in
2
effect
immediately
prior
to
the
amendment
with
respect
to
any
3
interest
holder
liabilities
preserved
by
paragraph
“a”
,
as
if
4
the
amendment
had
not
occurred.
5
d.
The
shareholder
shall
not,
by
reason
of
such
prior
6
interest
holder
liability,
have
interest
holder
liability
with
7
respect
to
any
interest
holder
liabilities
that
arise
after
the
8
amendment
becomes
effective.
9
Sec.
144.
Section
490.1020,
Code
2021,
is
amended
by
10
striking
the
section
and
inserting
in
lieu
thereof
the
11
following:
12
490.1020
Authority
to
amend.
13
1.
A
corporation’s
shareholders
may
amend
or
repeal
the
14
corporation’s
bylaws.
15
2.
A
corporation’s
board
of
directors
may
amend
or
repeal
16
the
corporation’s
bylaws
unless
any
of
the
following
apply:
17
a.
The
articles
of
incorporation,
section
490.1021,
or,
if
18
applicable,
section
490.1022,
reserve
that
power
exclusively
to
19
the
shareholders
in
whole
or
part.
20
b.
Except
as
provided
in
section
490.206,
subsection
4,
21
the
shareholders
in
amending,
repealing,
or
adopting
a
bylaw
22
expressly
provide
that
the
board
of
directors
shall
not
amend,
23
repeal,
or
adopt
that
bylaw.
24
3.
A
shareholder
of
the
corporation
does
not
have
a
vested
25
property
right
resulting
from
any
provision
in
the
bylaws.
26
Sec.
145.
Section
490.1021,
Code
2021,
is
amended
by
27
striking
the
section
and
inserting
in
lieu
thereof
the
28
following:
29
490.1021
Bylaw
increasing
quorum
or
voting
requirement
for
30
directors.
31
1.
A
bylaw
that
increases
a
quorum
or
voting
requirement
32
for
the
board
of
directors
or
that
requires
a
meeting
of
33
shareholders
to
be
held
at
a
place
may
be
amended
or
repealed
34
as
follows:
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a.
If
originally
adopted
by
the
shareholders,
only
by
the
1
shareholders,
unless
the
bylaw
otherwise
provides.
2
b.
If
adopted
by
the
board
of
directors,
either
by
the
3
shareholders
or
by
the
board
of
directors.
4
2.
A
bylaw
adopted
or
amended
by
the
shareholders
that
5
increases
a
quorum
or
voting
requirement
for
the
board
of
6
directors
may
provide
that
it
can
be
amended
or
repealed
only
7
by
a
specified
vote
of
either
the
shareholders
or
the
board
of
8
directors.
9
3.
Action
by
the
board
of
directors
under
subsection
1
10
to
amend
or
repeal
a
bylaw
that
changes
a
quorum
or
voting
11
requirement
for
the
board
of
directors
shall
meet
the
same
12
quorum
requirement
and
be
adopted
by
the
same
vote
required
to
13
take
action
under
the
quorum
and
voting
requirement
then
in
14
effect
or
proposed
to
be
adopted,
whichever
is
greater.
15
Sec.
146.
NEW
SECTION
.
490.1022
Bylaw
provisions
relating
16
to
the
election
of
directors.
17
1.
Unless
the
articles
of
incorporation
specifically
18
prohibit
the
adoption
of
a
bylaw
pursuant
to
this
section,
19
alter
the
vote
specified
in
section
490.728,
subsection
1,
or
20
provide
for
cumulative
voting,
a
corporation
may
elect
in
its
21
bylaws
to
be
governed
in
the
election
of
directors
as
follows:
22
a.
Each
vote
entitled
to
be
cast
may
be
voted
for
or
against
23
up
to
that
number
of
candidates
that
is
equal
to
the
number
24
of
directors
to
be
elected,
or
a
shareholder
may
indicate
an
25
abstention,
but
without
cumulating
the
votes.
26
b.
To
be
elected,
a
nominee
shall
have
received
a
plurality
27
of
the
votes
cast
by
holders
of
shares
entitled
to
vote
28
in
the
election
at
a
meeting
at
which
a
quorum
is
present,
29
provided
that
a
nominee
who
is
elected
but
receives
more
votes
30
against
than
for
election
shall
serve
as
a
director
for
a
term
31
that
shall
terminate
on
the
date
that
is
the
earlier
of
the
32
following:
33
(1)
(a)
Ninety
days
from
the
date
on
which
the
voting
34
results
are
determined
pursuant
to
section
490.729,
subsection
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2,
paragraph
“e”
.
1
(b)
The
date
on
which
an
individual
is
selected
by
the
2
board
of
directors
to
fill
the
office
held
by
such
director,
3
which
selection
shall
be
deemed
to
constitute
the
filling
of
a
4
vacancy
by
the
board
to
which
section
490.810
applies.
5
(2)
Subject
to
subsection
1,
paragraph
“c”
,
a
nominee
who
is
6
elected
but
receives
more
votes
against
than
for
election
shall
7
not
serve
as
a
director
beyond
the
ninety-day
period
provided
8
in
subparagraph
division
(a).
9
c.
The
board
of
directors
may
select
any
qualified
10
individual
to
fill
the
office
held
by
a
director
who
received
11
more
votes
against
than
for
election.
12
2.
a.
Subsection
1
does
not
apply
to
an
election
of
13
directors
by
a
voting
group
if
any
of
the
fo1lowing
applies:
14
(1)
At
the
expiration
of
the
time
fixed
under
a
provision
15
requiring
advance
notification
of
director
candidates.
16
(2)
Absent
such
a
provision,
at
a
time
fixed
by
the
board
of
17
directors
which
is
not
more
than
fourteen
days
before
notice
18
is
given
of
the
meeting
at
which
the
election
is
to
occur,
19
there
are
more
candidates
for
election
by
the
voting
group
than
20
the
number
of
directors
to
be
elected,
one
or
more
of
whom
are
21
properly
proposed
by
shareholders.
22
b.
An
individual
shall
not
be
considered
a
candidate
for
23
purposes
of
paragraph
“a”
,
if
the
board
of
directors
determines
24
before
the
notice
of
meeting
is
given
that
such
individual’s
25
candidacy
does
not
create
a
bona
fide
election
contest.
26
3.
A
bylaw
electing
to
be
governed
by
this
section
may
be
27
repealed
under
any
of
the
following
circumstances:
28
a.
If
originally
adopted
by
the
shareholders,
only
by
the
29
shareholders,
unless
the
bylaw
otherwise
provides.
30
b.
If
adopted
by
the
board
of
directors,
by
the
board
of
31
directors
or
the
shareholders.
32
Sec.
147.
Section
490.1101,
Code
2021,
is
amended
by
33
striking
the
section
and
inserting
in
lieu
thereof
the
34
following:
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490.1101
Subchapter
definitions.
1
As
used
in
this
subchapter:
2
1.
“Acquired
entity”
means
the
domestic
or
foreign
3
corporation
or
eligible
entity
that
will
have
all
of
one
or
4
more
classes
or
series
of
its
shares
or
eligible
interests
5
acquired
in
a
share
exchange.
6
2.
“Acquiring
entity”
means
the
domestic
or
foreign
7
corporation
or
eligible
entity
that
will
acquire
all
of
one
or
8
more
classes
or
series
of
shares
or
eligible
interests
of
the
9
acquired
entity
in
a
share
exchange.
10
3.
“New
interest
holder
liability”
means
interest
holder
11
liability
of
a
person,
resulting
from
a
merger
or
share
12
exchange,
that
is
any
of
the
following:
13
a.
In
respect
of
an
entity
which
is
different
from
the
14
entity
in
which
the
person
held
shares
or
eligible
interests
15
immediately
before
the
merger
or
share
exchange
became
16
effective.
17
b.
In
respect
of
the
same
entity
as
the
one
in
which
the
18
person
held
shares
or
eligible
interests
immediately
before
19
the
merger
or
share
exchange
became
effective
if
any
of
the
20
following
apply:
21
(1)
The
person
did
not
have
interest
holder
liability
22
immediately
before
the
merger
or
share
exchange
became
23
effective.
24
(2)
The
person
had
interest
holder
liability
immediately
25
before
the
merger
or
share
exchange
became
effective,
the
terms
26
and
conditions
of
which
were
changed
when
the
merger
or
share
27
exchange
became
effective.
28
4.
“Party
to
a
merger”
means
any
domestic
or
foreign
29
corporation
or
eligible
entity
that
will
merge
under
a
plan
of
30
merger
but
does
not
include
a
survivor
created
by
the
merger.
31
5.
“Survivor”
in
a
merger
means
the
domestic
or
foreign
32
corporation
or
eligible
entity
into
which
one
or
more
other
33
corporations
or
eligible
entities
are
merged.
34
Sec.
148.
Section
490.1102,
Code
2021,
is
amended
by
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striking
the
section
and
inserting
in
lieu
thereof
the
1
following:
2
490.1102
Merger.
3
1.
By
complying
with
this
subchapter,
all
of
the
following
4
apply:
5
a.
One
or
more
domestic
business
corporations
may
merge
6
with
one
or
more
domestic
or
foreign
business
corporations
or
7
eligible
entities
pursuant
to
a
plan
of
merger,
resulting
in
8
a
survivor.
9
b.
Two
or
more
foreign
business
corporations
or
domestic
or
10
foreign
eligible
entities
may
merge,
resulting
in
a
survivor
11
that
is
a
domestic
business
corporation
created
in
the
merger.
12
2.
By
complying
with
the
provisions
of
this
subchapter
13
applicable
to
foreign
entities,
a
foreign
business
corporation
14
or
a
foreign
eligible
entity
may
be
a
party
to
a
merger
with
15
a
domestic
business
corporation,
or
may
be
created
as
the
16
survivor
in
a
merger
in
which
a
domestic
business
corporation
17
is
a
party,
but
only
if
the
merger
is
permitted
by
the
organic
18
law
of
the
foreign
business
corporation
or
eligible
entity.
19
3.
If
the
organic
law
or
organic
rules
of
a
domestic
20
eligible
entity
do
not
provide
procedures
for
the
approval
21
of
a
merger,
a
plan
of
merger
may
nonetheless
be
adopted
22
and
approved
by
the
unanimous
consent
of
all
of
the
interest
23
holders
of
such
eligible
entity,
and
the
merger
may
thereafter
24
by
effected
as
provided
in
the
other
provisions
of
this
25
subchapter;
and
for
the
purposes
of
applying
this
subchapter
in
26
such
a
case
all
of
the
following
shall
apply:
27
a.
The
eligible
entity,
its
members
or
interest
holders,
28
eligible
interests
and
articles
of
incorporation
or
other
29
organic
rules
taken
together
shall
be
deemed
to
be
a
domestic
30
business
corporation,
shareholders,
shares
and
articles
of
31
incorporation,
respectively
and
vice
versa
as
the
context
may
32
require.
33
b.
If
the
business
and
affairs
of
the
eligible
entity
are
34
managed
by
a
person
or
persons
that
are
not
identical
to
the
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members
or
interest
holders,
that
group
shall
be
deemed
to
be
1
the
board
of
directors.
2
4.
The
plan
of
merger
must
include
all
of
the
following:
3
a.
As
to
each
party
to
the
merger,
its
name,
jurisdiction
of
4
formation,
and
type
of
entity.
5
b.
The
survivor’s
name,
jurisdiction
of
formation,
and
type
6
of
entity,
and,
if
the
survivor
is
to
be
created
in
the
merger,
7
a
statement
to
that
effect.
8
c.
The
terms
and
conditions
of
the
merger.
9
d.
The
manner
and
basis
of
converting
the
shares
of
10
each
merging
domestic
or
foreign
business
corporation
and
11
eligible
interests
of
each
merging
domestic
or
foreign
eligible
12
entity
into
shares
or
other
securities,
eligible
interests,
13
obligations,
rights
to
acquire
shares,
other
securities
or
14
eligible
interests,
cash,
other
property,
or
any
combination
15
of
the
foregoing.
16
e.
The
articles
of
incorporation
of
any
domestic
or
foreign
17
business
or
nonprofit
corporation,
or
the
public
organic
18
record
of
any
domestic
or
foreign
unincorporated
entity,
to
be
19
created
by
the
merger,
or
if
a
new
domestic
or
foreign
business
20
or
nonprofit
corporation
or
unincorporated
entity
is
not
to
21
be
created
by
the
merger,
any
amendments
to
the
survivor’s
22
articles
of
incorporation
or
other
public
organic
record.
23
f.
Any
other
provisions
required
by
the
laws
under
which
any
24
party
to
the
merger
is
organized
or
by
which
it
is
governed,
or
25
by
the
articles
of
incorporation
or
organic
rules
of
any
such
26
party.
27
5.
In
addition
to
the
requirements
of
subsection
4,
a
plan
28
of
merger
may
contain
any
other
provision
not
prohibited
by
29
law.
30
6.
Terms
of
a
plan
of
merger
may
be
made
dependent
on
facts
31
objectively
ascertainable
outside
the
plan
in
accordance
with
32
section
490.120,
subsection
11.
33
7.
A
plan
of
merger
may
be
amended
only
with
the
consent
of
34
each
party
to
the
merger,
except
as
provided
in
the
plan.
A
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domestic
party
to
a
merger
may
approve
an
amendment
to
a
plan
1
in
any
of
the
following
manners:
2
a.
In
the
same
manner
as
the
plan
was
approved,
if
the
plan
3
does
not
provide
for
the
manner
in
which
it
may
be
amended.
4
b.
In
the
manner
provided
in
the
plan,
except
that
5
shareholders,
members,
or
interest
holders
that
were
entitled
6
to
vote
on
or
consent
to
approval
of
the
plan
are
entitled
7
to
vote
on
or
consent
to
any
amendment
of
the
plan
that
will
8
change
any
of
the
following:
9
(1)
The
amount
or
kind
of
shares
or
other
securities,
10
eligible
interests,
obligations,
rights
to
acquire
shares,
11
other
securities
or
eligible
interests,
cash,
or
other
property
12
to
be
received
under
the
plan
by
the
shareholders,
members,
or
13
interest
holders
of
any
party
to
the
merger.
14
(2)
The
articles
of
incorporation
of
any
domestic
or
foreign
15
business
or
nonprofit
corporation,
or
the
organic
rules
of
16
any
unincorporated
entity,
that
will
be
the
survivor
of
the
17
merger,
except
for
changes
permitted
by
section
490.1005
or
by
18
comparable
provisions
of
the
organic
law
of
any
such
foreign
19
corporation
or
domestic
or
foreign
nonprofit
corporation
or
20
unincorporated
entity.
21
(3)
Any
of
the
other
terms
or
conditions
of
the
plan
if
the
22
change
would
adversely
affect
such
shareholders,
members,
or
23
interest
holders
in
any
material
respect.
24
Sec.
149.
Section
490.1103,
Code
2021,
is
amended
by
25
striking
the
section
and
inserting
in
lieu
thereof
the
26
following:
27
490.1103
Share
exchange.
28
1.
By
complying
with
this
subchapter
all
of
the
following
29
apply:
30
a.
A
domestic
corporation
may
acquire
all
of
the
shares
of
31
one
or
more
classes
or
series
of
shares
of
another
domestic
or
32
foreign
corporation,
or
all
of
the
eligible
interests
of
one
or
33
more
classes
or
series
of
interests
of
a
domestic
or
foreign
34
eligible
entity,
in
exchange
for
shares
or
other
securities,
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eligible
interests,
obligations,
rights
to
acquire
shares
or
1
other
securities
or
eligible
interests,
cash,
other
property,
2
or
any
combination
of
the
foregoing,
pursuant
to
a
plan
of
3
share
exchange.
4
b.
All
of
the
shares
of
one
or
more
classes
or
series
of
5
shares
of
a
domestic
corporation
may
be
acquired
by
another
6
domestic
or
foreign
corporation
or
eligible
entity,
in
7
exchange
for
shares
or
other
securities,
eligible
interests,
8
obligations,
rights
to
acquire
shares
or
other
securities
or
9
eligible
interests,
cash,
other
property,
or
any
combination
of
10
the
foregoing,
pursuant
to
a
plan
of
share
exchange.
11
2.
A
foreign
corporation
or
eligible
entity
may
be
the
12
acquired
entity
in
a
share
exchange
only
if
the
share
exchange
13
is
permitted
by
the
organic
law
of
that
corporation
or
other
14
entity.
15
3.
If
the
organic
law
or
organic
rules
of
a
domestic
16
eligible
entity
do
not
provide
procedures
for
the
approval
17
of
a
share
exchange,
a
plan
of
share
exchange
may
be
adopted
18
and
approved,
and
the
share
exchange
effected,
in
accordance
19
with
the
procedures,
if
any,
for
a
merger.
If
the
organic
20
law
or
organic
rules
of
a
domestic
eligible
entity
do
not
21
provide
procedures
for
the
approval
of
either
a
share
exchange
22
or
a
merger,
a
plan
of
share
exchange
may
nonetheless
be
23
adopted
and
approved
by
the
unanimous
consent
of
all
of
the
24
interest
holders
of
such
eligible
entity
whose
interests
will
25
be
exchanged
under
the
plan
of
share
exchange,
and
the
share
26
exchange
may
thereafter
be
effected
as
provided
in
the
other
27
provisions
of
this
subchapter;
and
for
purposes
of
applying
28
this
subchapter
in
such
a
case
all
of
the
following
apply:
29
a.
The
eligible
entity,
its
interest
holders,
interests,
30
and
articles
of
incorporation
or
other
organic
rules
taken
31
together
shall
be
deemed
to
be
a
domestic
business
corporation,
32
shareholders,
shares
and
articles
of
incorporation,
33
respectively
and
vice
versa
as
the
context
may
require.
34
b.
If
the
business
and
affairs
of
the
eligible
entity
are
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managed
by
a
person
or
persons
that
are
not
identical
to
the
1
members
or
interest
holders,
that
person
or
those
persons
shall
2
be
deemed
to
be
the
board
of
directors.
3
4.
The
plan
of
share
exchange
must
include
all
of
the
4
following:
5
a.
The
name
of
each
domestic
or
foreign
corporation
or
other
6
eligible
entity
the
shares
or
eligible
interests
of
which
will
7
be
acquired
and
the
name
of
the
domestic
or
foreign
corporation
8
or
eligible
entity
that
will
acquire
those
shares
or
eligible
9
interests.
10
b.
The
terms
and
conditions
of
the
share
exchange.
11
c.
The
manner
and
basis
of
exchanging
shares
of
a
domestic
12
or
foreign
corporation
or
eligible
interests
in
a
domestic
or
13
foreign
eligible
entity
the
shares
or
eligible
interests
of
14
which
will
be
acquired
under
the
share
exchange
for
shares
or
15
other
securities,
eligible
interests,
obligations,
rights
to
16
acquire
shares,
other
securities,
or
eligible
interests,
cash,
17
other
property,
or
any
combination
of
the
foregoing.
18
d.
Any
other
provisions
required
by
the
organic
law
19
governing
the
acquired
entity
or
its
articles
of
incorporation
20
or
organic
rules.
21
5.
The
terms
of
a
plan
of
share
exchange
may
be
made
22
dependent
on
facts
objectively
ascertainable
outside
the
plan
23
in
accordance
with
section
490.120,
subsection
11.
24
6.
A
plan
of
share
exchange
may
be
amended
only
with
the
25
consent
of
each
party
to
the
share
exchange,
except
as
provided
26
in
the
plan.
A
domestic
entity
may
approve
an
amendment
to
a
27
plan
in
any
of
the
following
manners:
28
a.
In
the
same
manner
as
the
plan
was
approved,
if
the
plan
29
does
not
provide
for
the
manner
in
which
it
may
be
amended.
30
b.
In
the
manner
provided
in
the
plan,
except
that
31
shareholders,
members,
or
interest
holders
that
were
entitled
32
to
vote
on
or
consent
to
approval
of
the
plan
are
entitled
33
to
vote
on
or
consent
to
any
amendment
of
the
plan
that
will
34
change
any
of
the
following:
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(1)
The
amount
or
kind
of
shares
or
other
securities,
1
eligible
interests,
obligations,
rights
to
acquire
shares,
2
other
securities
or
eligible
interests,
cash,
or
other
property
3
to
be
received
under
the
plan
by
the
shareholders,
members,
or
4
interest
holders
of
the
acquired
entity.
5
(2)
Any
of
the
other
terms
or
conditions
of
the
plan
if
the
6
change
would
adversely
affect
such
shareholders,
members,
or
7
interest
holders
in
any
material
respect.
8
Sec.
150.
Section
490.1104,
Code
2021,
is
amended
by
9
striking
the
section
and
inserting
in
lieu
thereof
the
10
following:
11
490.1104
Action
on
a
plan
of
merger
or
share
exchange.
12
In
the
case
of
a
domestic
corporation
that
is
a
party
to
a
13
merger
or
the
acquired
entity
in
a
share
exchange,
the
plan
14
of
merger
or
share
exchange
shall
be
adopted
in
the
following
15
manner:
16
1.
The
plan
of
merger
or
share
exchange
shall
first
be
17
adopted
by
the
board
of
directors.
18
2.
a.
Except
as
provided
in
subsections
8,
10,
and
12,
and
19
in
section
490.1105,
the
plan
of
merger
or
share
exchange
shall
20
then
be
approved
by
the
shareholders.
In
submitting
the
plan
21
of
merger
or
share
exchange
to
the
shareholders
for
approval,
22
the
board
of
directors
shall
recommend
that
the
shareholders
23
approve
the
plan,
or,
in
the
case
of
an
offer
referred
to
in
24
subsection
10,
paragraph
“b”
,
that
the
shareholders
tender
25
their
shares
to
the
offeror
in
response
to
the
offer,
unless
26
any
of
the
following
apply:
27
(1)
The
board
of
directors
makes
a
determination
that
28
because
of
conflicts
of
interest
or
other
special
circumstances
29
it
should
not
make
such
a
recommendation.
30
(2)
Section
490.826
applies.
31
b.
If
either
paragraph
“a”
,
subparagraph
(1)
or
(2),
32
applies,
the
board
shall
inform
the
shareholders
of
the
basis
33
for
its
so
proceeding.
34
3.
The
board
of
directors
may
set
conditions
for
the
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approval
of
the
plan
of
merger
or
share
exchange
by
the
1
shareholders
or
the
effectiveness
of
the
plan
of
merger
or
2
share
exchange.
3
4.
If
the
plan
of
merger
or
share
exchange
is
required
4
to
be
approved
by
the
shareholders,
and
if
the
approval
is
5
to
be
given
at
a
meeting,
the
corporation
shall
notify
each
6
shareholder,
regardless
of
whether
entitled
to
vote,
of
the
7
meeting
of
shareholders
at
which
the
plan
is
to
be
submitted
8
for
approval.
The
notice
must
state
that
the
purpose,
or
one
9
of
the
purposes,
of
the
meeting
is
to
consider
the
plan
and
10
must
contain
or
be
accompanied
by
a
copy
or
summary
of
the
11
plan.
If
the
corporation
is
to
be
merged
into
an
existing
12
foreign
or
domestic
corporation
or
eligible
entity,
the
notice
13
must
also
include
or
be
accompanied
by
a
copy
or
summary
of
the
14
articles
of
incorporation
and
bylaws
or
the
organic
rules
of
15
that
corporation
or
eligible
entity.
If
the
corporation
is
to
16
be
merged
with
a
domestic
or
foreign
corporation
or
eligible
17
entity
and
a
new
domestic
or
foreign
corporation
or
eligible
18
entity
is
to
be
created
pursuant
to
the
merger,
the
notice
19
must
include
or
be
accompanied
by
a
copy
or
a
summary
of
the
20
articles
of
incorporation
and
bylaws
or
the
organic
rules
of
21
the
new
corporation
or
eligible
entity.
22
5.
Unless
the
articles
of
incorporation,
bylaws,
or
the
23
board
of
directors
acting
pursuant
to
subsection
3,
require
24
a
greater
vote
or
a
greater
quorum,
approval
of
the
plan
25
of
merger
or
share
exchange
requires
the
approval
of
the
26
shareholders
at
a
meeting
at
which
a
quorum
exists
consisting
27
of
a
majority
of
the
votes
entitled
to
be
cast
on
the
plan,
28
and,
if
any
class
or
series
of
shares
is
entitled
to
vote
as
29
a
separate
group
on
the
plan
of
merger
or
share
exchange,
the
30
approval
of
each
such
separate
voting
group
at
a
meeting
at
31
which
a
quorum
of
the
voting
group
is
present
consisting
of
32
a
majority
of
the
votes
entitled
to
be
cast
on
the
merger
or
33
share
exchange
by
that
voting
group.
34
6.
Subject
to
subsection
7,
separate
voting
by
voting
groups
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is
required
for
each
of
the
following:
1
a.
On
a
plan
of
merger,
by
each
class
or
series
of
shares
2
that
are
any
of
the
following:
3
(1)
To
be
converted
under
the
plan
of
merger
into
shares,
4
other
securities,
eligible
interests,
obligations,
rights
to
5
acquire
shares,
other
securities
or
eligible
interests,
cash,
6
other
property,
or
any
combination
of
the
foregoing.
7
(2)
Entitled
to
vote
as
a
separate
group
on
a
provision
in
8
the
plan
that
constitutes
a
proposed
amendment
to
the
articles
9
of
incorporation
of
a
surviving
corporation
that
requires
10
action
by
separate
voting
groups
under
section
490.1004.
11
b.
On
a
plan
of
share
exchange,
by
each
class
or
series
12
of
shares
included
in
the
exchange,
with
each
class
or
series
13
constituting
a
separate
voting
group.
14
c.
On
a
plan
of
merger
or
share
exchange,
if
the
voting
15
group
is
entitled
under
the
articles
of
incorporation
to
16
vote
as
a
voting
group
to
approve
a
plan
of
merger
or
share
17
exchange,
respectively.
18
7.
The
articles
of
incorporation
may
expressly
limit
or
19
eliminate
the
separate
voting
rights
provided
in
subsection
6,
20
paragraph
“a”
,
subparagraph
(1),
and
subsection
6,
paragraph
21
“b”
,
as
to
any
class
or
series
of
shares,
except
when
all
of
the
22
following
apply:
23
a.
The
plan
of
merger
or
share
exchange
includes
what
is
24
or
would
be
in
effect
an
amendment
subject
to
subsection
6,
25
paragraph
“a”
,
subparagraph
(2).
26
b.
The
plan
of
merger
or
share
exchange
will
not
effect
a
27
substantive
business
combination.
28
8.
Unless
the
articles
of
incorporation
otherwise
provide,
29
approval
by
the
corporation’s
shareholders
of
a
plan
of
30
merger
is
not
required
if
all
of
the
following
conditions
are
31
satisfied:
32
a.
The
corporation
will
survive
the
merger.
33
b.
Except
for
amendments
permitted
by
section
490.1005,
its
34
articles
of
incorporation
will
not
be
changed.
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c.
Each
shareholder
of
the
corporation
whose
shares
were
1
outstanding
immediately
before
the
effective
date
of
the
merger
2
or
share
exchange
will
hold
the
same
number
of
shares,
with
3
identical
preferences,
rights,
and
limitations,
immediately
4
after
the
effective
date
of
the
merger.
5
d.
The
issuance
in
the
merger
of
shares
or
other
securities
6
convertible
into
or
rights
exercisable
for
shares
does
not
7
require
a
vote
under
section
490.621,
subsection
6.
8
9.
a.
If,
as
a
result
of
a
merger
or
share
exchange,
one
9
or
more
shareholders
of
a
domestic
corporation
would
become
10
subject
to
new
interest
holder
liability,
approval
of
the
plan
11
of
merger
or
share
exchange
requires
the
signing
in
connection
12
with
the
transaction,
by
each
such
shareholder,
of
a
separate
13
written
consent
to
become
subject
to
such
new
interest
holder
14
liability.
15
b.
Paragraph
“a”
does
not
apply
in
the
case
of
a
shareholder
16
that
already
has
interest
holder
liability
with
respect
to
such
17
domestic
corporation,
if
all
of
the
following
apply:
18
(1)
The
new
interest
holder
liability
is
with
respect
to
19
a
domestic
or
foreign
corporation,
which
may
be
a
different
20
or
the
same
domestic
corporation
in
which
the
person
is
a
21
shareholder.
22
(2)
The
terms
and
conditions
of
the
new
interest
holder
23
liability
are
substantially
identical
to
those
of
the
existing
24
interest
holder
liability,
other
than
for
changes
that
25
eliminate
or
reduce
such
interest
holder
liability.
26
10.
Unless
the
articles
of
incorporation
otherwise
provide,
27
approval
by
the
shareholders
of
a
plan
of
merger
or
share
28
exchange
is
not
required
if
all
of
the
following
apply:
29
a.
The
plan
of
merger
or
share
exchange
expressly
permits
or
30
requires
the
merger
or
share
exchange
to
be
effected
under
this
31
subsection
and
provides
that,
if
the
merger
or
share
exchange
32
is
to
be
effected
under
this
subsection,
the
merger
or
share
33
exchange
will
be
effected
as
soon
as
practicable
following
the
34
satisfaction
of
the
requirement
set
forth
in
paragraph
“f”
.
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b.
Another
party
to
the
merger,
the
acquiring
entity
in
1
the
share
exchange,
or
a
parent
of
another
party
to
the
merger
2
or
the
acquiring
entity
in
the
share
exchange,
makes
an
offer
3
to
purchase,
on
the
terms
provided
in
the
plan
of
merger
or
4
share
exchange,
any
and
all
of
the
outstanding
shares
of
the
5
corporation
that,
absent
this
subsection,
would
be
entitled
to
6
vote
on
the
plan
of
merger
or
share
exchange,
except
that
the
7
offer
may
exclude
shares
of
the
corporation
that
are
owned
at
8
the
commencement
of
the
offer
by
the
corporation,
the
offeror,
9
or
any
parent
of
the
offeror,
or
by
any
wholly
owned
subsidiary
10
of
any
of
the
foregoing.
11
c.
The
offer
discloses
that
the
plan
of
merger
or
share
12
exchange
provides
that
the
merger
or
share
exchange
will
be
13
effected
as
soon
as
practicable
following
the
satisfaction
of
14
the
requirement
set
forth
in
paragraph
“f”
and
that
the
shares
15
of
the
corporation
that
are
not
tendered
in
response
to
the
16
offer
will
be
treated
as
set
forth
in
paragraph
“h”
.
17
d.
The
offer
remains
open
for
at
least
ten
days.
18
e.
The
offeror
purchases
all
shares
properly
tendered
in
19
response
to
the
offer
and
not
properly
withdrawn.
20
f.
The
shares
listed
below
are
collectively
entitled
to
cast
21
at
least
the
minimum
number
of
votes
on
the
merger
or
share
22
exchange
that,
absent
this
subsection,
would
be
required
by
23
this
subchapter
and
by
the
articles
of
incorporation
for
the
24
approval
of
the
merger
or
share
exchange
by
the
shareholders
25
and
by
any
other
voting
group
entitled
to
vote
on
the
merger
26
or
share
exchange
at
a
meeting
at
which
all
shares
entitled
to
27
vote
on
the
approval
were
present
and
voted:
28
(1)
Shares
purchased
by
the
offeror
in
accordance
with
the
29
offer.
30
(2)
Shares
otherwise
owned
by
the
offeror
or
by
any
parent
31
of
the
offeror
or
any
wholly
owned
subsidiary
of
any
of
the
32
foregoing.
33
(3)
Shares
subject
to
an
agreement
that
they
are
to
be
34
transferred,
contributed,
or
delivered
to
the
offeror,
any
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parent
of
the
offeror,
or
any
wholly
owned
subsidiary
of
any
of
1
the
foregoing
in
exchange
for
shares
or
eligible
interests
in
2
such
offeror,
parent,
or
subsidiary.
3
g.
The
offeror
or
a
wholly
owned
subsidiary
of
the
offeror
4
merges
with
or
into,
or
effects
a
share
exchange
in
which
it
5
acquires
shares
of,
the
corporation.
6
h.
Each
outstanding
share
of
each
class
or
series
of
shares
7
of
the
corporation
that
the
offeror
is
offering
to
purchase
8
in
accordance
with
the
offer,
and
that
is
not
purchased
in
9
accordance
with
the
offer,
is
to
be
converted
in
the
merger
10
into,
or
into
the
right
to
receive,
or
is
to
be
exchanged
11
in
the
share
exchange
for,
or
for
the
right
to
receive,
12
the
same
amount
and
kind
of
securities,
eligible
interests,
13
obligations,
rights,
cash,
or
other
property
to
be
paid
or
14
exchanged
in
accordance
with
the
offer
for
each
share
of
15
that
class
or
series
of
shares
that
is
tendered
in
response
16
to
the
offer,
except
that
shares
of
the
corporation
that
are
17
owned
by
the
corporation
or
that
are
described
in
paragraph
18
“f”
,
subparagraph
(2)
or
(3),
need
not
be
converted
into
or
19
exchanged
for
the
consideration
described
in
this
paragraph
20
“h”
.
21
11.
As
used
in
subsection
10:
22
a.
“Offer”
means
the
offer
referred
to
in
subsection
10,
23
paragraph
“b”
.
24
b.
“Offeror”
means
the
person
making
the
offer.
25
c.
“Parent”
of
an
entity
means
a
person
that
owns,
directly
26
or
indirectly,
through
one
or
more
wholly
owned
subsidiaries,
27
all
of
the
outstanding
shares
of
or
eligible
interests
in
that
28
entity.
29
d.
Shares
tendered
in
response
to
the
offer
shall
be
deemed
30
to
have
been
“purchased”
in
accordance
with
the
offer
at
the
31
earliest
time
as
of
which
the
following
applies:
32
(1)
The
offeror
has
irrevocably
accepted
those
shares
for
33
payment.
34
(2)
Either
of
the
following
applies:
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(a)
In
the
case
of
shares
represented
by
certificates,
the
1
offeror,
or
the
offeror’s
designated
depository
or
other
agent,
2
has
physically
received
the
certificates
representing
those
3
shares.
4
(b)
In
the
case
of
shares
without
certificates,
those
shares
5
have
been
transferred
into
the
account
of
the
offeror
or
its
6
designated
depository
or
other
agent,
or
an
agent’s
message
7
relating
to
those
shares
has
been
received
by
the
offeror
or
8
its
designated
depository
or
other
agent.
9
e.
“Wholly
owned
subsidiary”
of
a
person
means
an
entity
of
10
or
in
which
that
person
owns,
directly
or
indirectly,
through
11
one
or
more
wholly
owned
subsidiaries,
all
of
the
outstanding
12
shares
or
eligible
interests.
13
12.
Unless
the
articles
of
incorporation
otherwise
provide,
14
all
of
the
following
applies:
15
a.
Approval
of
a
plan
of
share
exchange
by
the
shareholders
16
of
a
domestic
corporation
is
not
required
if
the
corporation
is
17
the
acquiring
entity
in
the
share
exchange.
18
b.
Shares
not
to
be
exchanged
under
the
plan
of
share
19
exchange
are
not
entitled
to
vote
on
the
plan.
20
Sec.
151.
Section
490.1105,
Code
2021,
is
amended
by
21
striking
the
section
and
inserting
in
lieu
thereof
the
22
following:
23
490.1105
Merger
between
parent
and
subsidiary
or
between
24
subsidiaries.
25
1.
A
domestic
or
foreign
parent
entity
that
owns
shares
of
26
a
domestic
corporation
which
carry
at
least
ninety
percent
of
27
the
voting
power
of
each
class
and
series
of
the
outstanding
28
shares
of
the
subsidiary
that
has
voting
power
may
do
any
of
29
the
following:
30
a.
Merge
the
subsidiary
into
itself,
if
it
is
a
domestic
31
or
foreign
corporation
or
eligible
entity,
or
into
another
32
domestic
or
foreign
corporation
or
eligible
entity
in
which
the
33
parent
entity
owns
at
least
ninety
percent
of
the
voting
power
34
of
each
class
and
series
of
the
outstanding
shares
or
eligible
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interests
which
have
voting
power.
1
b.
Merge
itself,
if
it
is
a
domestic
or
foreign
corporation
2
or
eligible
entity,
into
such
subsidiary,
in
either
case
3
without
the
approval
of
the
board
of
directors
or
shareholders
4
of
the
subsidiary,
unless
the
articles
of
incorporation
5
or
organic
rules
of
the
parent
entity
or
the
articles
of
6
incorporation
of
the
subsidiary
corporation
otherwise
provide.
7
c.
Section
490.1104,
subsection
9,
applies
to
a
merger
under
8
this
section.
The
articles
of
merger
relating
to
a
merger
9
under
this
section
do
not
need
to
be
signed
by
the
subsidiary.
10
2.
A
parent
entity
shall,
within
ten
days
after
the
11
effective
date
of
a
merger
approved
under
subsection
1,
notify
12
each
of
the
subsidiary’s
shareholders
that
the
merger
has
13
become
effective.
14
3.
Except
as
provided
in
subsections
1
and
2,
a
merger
15
between
a
parent
entity
and
a
domestic
subsidiary
corporation
16
shall
be
governed
by
the
provisions
of
this
subchapter
17
applicable
to
mergers
generally.
18
Sec.
152.
Section
490.1106,
Code
2021,
is
amended
by
19
striking
the
section
and
inserting
in
lieu
thereof
the
20
following:
21
490.1106
Articles
of
merger
or
share
exchange.
22
1.
After
a
plan
of
merger
has
been
adopted
and
approved
as
23
required
by
this
chapter,
or
if
the
merger
is
being
effected
24
under
section
490.1102,
subsection
1,
paragraph
“b”
,
the
merger
25
has
been
approved
as
required
by
the
organic
law
governing
the
26
parties
to
the
merger,
then
articles
of
merger
shall
be
signed
27
by
each
party
to
the
merger
except
as
provided
in
section
28
490.1105,
subsection
1.
The
articles
must
set
forth
all
of
the
29
following:
30
a.
The
name,
jurisdiction
of
formation,
and
type
of
entity
31
of
each
party
to
the
merger.
32
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
33
of
the
survivor.
34
c.
If
the
survivor
of
the
merger
is
a
domestic
corporation
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and
its
articles
of
incorporation
are
amended,
or
if
a
new
1
domestic
corporation
is
created
as
a
result
of
the
merger,
any
2
of
the
following:
3
(1)
The
amendments
to
the
survivor’s
articles
of
4
incorporation.
5
(2)
The
articles
of
incorporation
of
the
new
corporation.
6
d.
If
the
survivor
of
the
merger
is
a
domestic
eligible
7
entity
and
its
public
organic
record
is
amended,
or
if
a
new
8
domestic
eligible
entity
is
created
as
a
result
of
the
merger,
9
any
of
the
following:
10
(1)
The
amendments
to
the
public
organic
record
of
the
11
survivor.
12
(2)
The
public
organic
record,
if
any,
of
the
new
eligible
13
entity.
14
e.
If
the
plan
of
merger
required
approval
by
the
15
shareholders
of
a
domestic
corporation
that
is
a
party
to
the
16
merger,
a
statement
that
the
plan
was
duly
approved
by
the
17
shareholders
and,
if
voting
by
any
separate
voting
group
was
18
required,
by
each
such
separate
voting
group,
in
the
manner
19
required
by
this
chapter
and
the
articles
of
incorporation.
20
f.
If
the
plan
of
merger
or
share
exchange
did
not
require
21
approval
by
the
shareholders
of
a
domestic
corporation
that
is
22
a
party
to
the
merger,
a
statement
to
that
effect.
23
g.
As
to
each
foreign
corporation
that
is
a
party
to
the
24
merger,
a
statement
that
the
participation
of
the
foreign
25
corporation
was
duly
authorized
as
required
by
its
organic
law.
26
h.
As
to
each
domestic
or
foreign
eligible
entity
that
is
a
27
party
to
the
merger,
a
statement
that
the
merger
was
approved
28
in
accordance
with
its
organic
law
or
section
490.1102,
29
subsection
3.
30
i.
If
the
survivor
is
created
by
the
merger
and
is
a
31
domestic
limited
liability
partnership,
the
filing
required
to
32
become
a
limited
liability
partnership,
as
an
attachment.
33
2.
After
a
plan
of
share
exchange
in
which
the
acquired
34
entity
is
a
domestic
corporation
or
eligible
entity
has
been
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adopted
and
approved
as
required
by
this
chapter,
articles
1
of
share
exchange
shall
be
signed
by
the
acquired
entity
and
2
the
acquiring
entity.
The
articles
shall
set
forth
all
of
the
3
following:
4
a.
The
name
of
the
acquired
entity.
5
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
6
of
the
domestic
or
foreign
corporation
or
eligible
entity
that
7
is
the
acquiring
entity.
8
c.
A
statement
that
the
plan
of
share
exchange
was
duly
9
approved
by
the
acquired
entity
by
all
of
the
following:
10
(1)
The
required
vote
or
consent
of
each
class
or
series
of
11
shares
or
eligible
interests
included
in
the
exchange.
12
(2)
The
required
vote
or
consent
of
each
other
class
or
13
series
of
shares
or
eligible
interests
entitled
to
vote
on
14
approval
of
the
exchange
by
the
articles
of
incorporation
or
15
organic
rules
of
the
acquired
entity
or
section
490.1103,
16
subsection
3.
17
3.
In
addition
to
the
requirements
of
subsection
1
or
2,
18
articles
of
merger
or
share
exchange
may
contain
any
other
19
provision
not
prohibited
by
law.
20
4.
The
articles
of
merger
or
share
exchange
shall
be
21
delivered
to
the
secretary
of
state
for
filing
and,
subject
to
22
subsection
5,
the
merger
or
share
exchange
shall
take
effect
23
on
the
effective
date
determined
in
accordance
with
section
24
490.123.
25
5.
With
respect
to
a
merger
in
which
one
or
more
foreign
26
entities
is
a
party
or
a
foreign
entity
created
by
the
merger
27
is
the
survivor,
the
merger
itself
shall
become
effective
at
28
the
later
of
the
following:
29
a.
When
all
documents
required
to
be
filed
in
foreign
30
jurisdictions
to
effect
the
merger
have
become
effective.
31
b.
When
the
articles
of
merger
take
effect.
32
6.
Articles
of
merger
filed
under
this
section
may
be
33
combined
with
any
filing
required
under
the
organic
law
34
governing
any
domestic
eligible
entity
involved
in
the
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transaction
if
the
combined
filing
satisfies
the
requirements
1
of
both
this
section
and
the
other
organic
law.
2
Sec.
153.
Section
490.1107,
Code
2021,
is
amended
by
3
striking
the
section
and
inserting
in
lieu
thereof
the
4
following:
5
490.1107
Effect
of
merger
or
share
exchange.
6
1.
When
a
merger
becomes
effective,
all
of
the
following
7
apply:
8
a.
The
domestic
or
foreign
corporation
or
eligible
entity
9
that
is
designated
in
the
plan
of
merger
as
the
survivor
10
continues
or
comes
into
existence,
as
the
case
may
be.
11
b.
The
separate
existence
of
every
domestic
or
foreign
12
corporation
or
eligible
entity
that
is
a
party
to
the
merger,
13
other
than
the
survivor,
ceases.
14
c.
All
property
owned
by,
and
every
contract
right
possessed
15
by,
each
domestic
or
foreign
corporation
or
eligible
entity
16
that
is
a
party
to
the
merger,
other
than
the
survivor,
are
the
17
property
and
contract
rights
of
the
survivor
without
transfer,
18
reversion,
or
impairment.
19
d.
All
debts,
obligations,
and
other
liabilities
of
each
20
domestic
or
foreign
corporation
or
eligible
entity
that
is
21
a
party
to
the
merger,
other
than
the
survivor,
are
debts,
22
obligations,
or
liabilities
of
the
survivor.
23
e.
The
name
of
the
survivor
may,
but
need
not
be,
24
substituted
in
any
pending
proceeding
for
the
name
of
any
party
25
to
the
merger
whose
separate
existence
ceased
in
the
merger.
26
f.
If
the
survivor
is
a
domestic
entity,
the
articles
of
27
incorporation
and
bylaws
or
the
organic
rules
of
the
survivor
28
are
amended
to
the
extent
provided
in
the
plan
of
merger.
29
g.
The
articles
of
incorporation
and
bylaws
or
the
organic
30
rules
of
a
survivor
that
is
a
domestic
entity
and
is
created
by
31
the
merger
become
effective.
32
h.
The
shares
of
each
domestic
or
foreign
corporation
33
that
is
a
party
to
the
merger,
and
the
eligible
interests
in
34
an
eligible
entity
that
is
a
party
to
a
merger,
that
are
to
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be
converted
in
accordance
with
the
terms
of
the
merger
into
1
shares,
or
other
securities,
eligible
interests,
obligations,
2
rights
to
acquire
shares,
other
securities,
or
eligible
3
interests,
cash,
other
property,
or
any
combination
of
the
4
foregoing,
are
converted,
and
the
former
holders
of
such
shares
5
or
eligible
interests
are
entitled
only
to
the
rights
provided
6
to
them
by
those
terms
or
to
any
rights
they
may
have
under
7
subchapter
XIII
or
the
organic
law
governing
the
eligible
8
entity
or
foreign
corporation.
9
i.
Except
as
provided
by
law
or
the
terms
of
the
merger,
10
all
the
rights,
privileges,
franchises,
and
immunities
of
each
11
entity
that
is
a
party
to
the
merger,
other
than
the
survivor,
12
are
the
rights,
privileges,
franchises,
and
immunities
of
the
13
survivor.
14
j.
If
the
survivor
exists
before
the
merger,
all
of
the
15
following
apply:
16
(1)
All
the
property
and
contract
rights
of
the
survivor
17
remain
its
property
and
contract
rights
without
transfer,
18
reversion,
or
impairment.
19
(2)
The
survivor
remains
subject
to
all
its
debts,
20
obligations,
and
other
liabilities.
21
(3)
Except
as
provided
by
law
or
the
plan
of
merger,
the
22
survivor
continues
to
hold
all
of
its
rights,
privileges,
23
franchises,
and
immunities.
24
2.
When
a
share
exchange
becomes
effective,
the
shares
25
or
eligible
interests
in
the
acquired
entity
that
are
to
be
26
exchanged
for
shares
or
other
securities,
eligible
interests,
27
obligations,
rights
to
acquire
shares,
other
securities
or
28
eligible
interests,
cash,
other
property,
or
any
combination
of
29
the
foregoing,
are
entitled
only
to
the
rights
provided
to
them
30
in
the
plan
of
share
exchange
or
to
any
rights
they
may
have
31
under
subchapter
XIII
or
under
the
organic
law
governing
the
32
acquired
entity.
33
3.
Except
as
otherwise
provided
in
the
articles
of
34
incorporation
of
a
domestic
corporation
or
the
organic
law
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governing
or
organic
rules
of
a
foreign
corporation
or
a
1
domestic
or
foreign
eligible
entity,
the
effect
of
a
merger
or
2
share
exchange
on
interest
holder
liability
is
as
follows:
3
a.
A
person
who
becomes
subject
to
new
interest
holder
4
liability
in
respect
of
an
entity
as
a
result
of
a
merger
or
5
share
exchange
shall
have
that
new
interest
holder
liability
6
only
in
respect
of
interest
holder
liabilities
that
arise
after
7
the
merger
or
share
exchange
becomes
effective.
8
b.
If
a
person
had
interest
holder
liability
with
respect
to
9
a
party
to
the
merger
or
the
acquired
entity
before
the
merger
10
or
share
exchange
becomes
effective
with
respect
to
shares
or
11
eligible
interests
of
such
party
or
acquired
entity
which
were
12
exchanged
in
the
merger
or
share
exchange,
were
canceled
in
13
the
merger,
or
the
terms
and
conditions
of
which
relating
to
14
interest
holder
liability
were
amended
pursuant
to
the
merger,
15
then
all
of
the
following
apply:
16
(1)
The
merger
or
share
exchange
does
not
discharge
that
17
prior
interest
holder
liability
with
respect
to
any
interest
18
holder
liabilities
that
arose
before
the
merger
or
share
19
exchange
becomes
effective.
20
(2)
The
provisions
of
the
organic
law
governing
any
entity
21
for
which
the
person
had
that
prior
interest
holder
liability
22
shall
continue
to
apply
to
the
collection
or
discharge
of
any
23
interest
holder
liabilities
preserved
by
subparagraph
(1),
as
24
if
the
merger
or
share
exchange
had
not
occurred.
25
(3)
The
person
shall
have
such
rights
of
contribution
from
26
other
persons
as
are
provided
by
the
organic
law
governing
the
27
entity
for
which
the
person
had
that
prior
interest
holder
28
liability
with
respect
to
any
interest
holder
liabilities
29
preserved
by
subparagraph
(1),
as
if
the
merger
or
share
30
exchange
had
not
occurred.
31
(4)
The
person
shall
not,
by
reason
of
such
prior
interest
32
holder
liability,
have
interest
holder
liability
with
respect
33
to
any
interest
holder
liabilities
that
arise
after
the
merger
34
or
share
exchange
becomes
effective.
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c.
If
a
person
has
interest
holder
liability
both
before
1
and
after
a
merger
becomes
effective
with
unchanged
terms
and
2
conditions
with
respect
to
the
entity
that
is
the
survivor
by
3
reason
of
owning
the
same
shares
or
eligible
interests
before
4
and
after
the
merger
becomes
effective,
the
merger
has
no
5
effect
on
such
interest
holder
liability.
6
d.
A
share
exchange
has
no
effect
on
interest
holder
7
liability
related
to
shares
or
eligible
interests
of
the
8
acquired
entity
that
were
not
exchanged
in
the
share
exchange.
9
4.
Upon
a
merger
becoming
effective,
a
foreign
corporation,
10
or
a
foreign
eligible
entity,
that
is
the
survivor
of
the
11
merger
is
deemed
to
have
done
all
of
the
following:
12
a.
Appointed
the
secretary
of
state
as
its
agent
for
13
service
of
process
in
a
proceeding
to
enforce
the
rights
of
14
shareholders
of
each
domestic
corporation
that
is
a
party
to
15
the
merger
who
exercise
appraisal
rights.
16
b.
Agreed
that
it
will
promptly
pay
the
amount,
if
any,
to
17
which
such
shareholders
are
entitled
under
subchapter
XIII.
18
5.
Except
as
provided
in
the
organic
law
governing
a
party
19
to
a
merger
or
in
its
articles
of
incorporation
or
organic
20
rules,
the
merger
does
not
give
rise
to
any
rights
that
an
21
interest
holder,
governor,
or
third
party
would
have
upon
a
22
dissolution,
liquidation,
or
winding
up
of
that
party.
The
23
merger
does
not
require
a
party
to
the
merger
to
wind
up
its
24
affairs
and
does
not
constitute
or
cause
its
dissolution
or
25
termination.
26
6.
Property
held
for
a
charitable
purpose
under
the
law
of
27
this
state
by
a
domestic
or
foreign
corporation
or
eligible
28
entity
immediately
before
a
merger
becomes
effective
shall
not,
29
as
a
result
of
the
transaction,
be
diverted
from
the
objects
30
for
which
it
was
donated,
granted,
devised,
or
otherwise
31
transferred
except
and
to
the
extent
permitted
by
or
pursuant
32
to
the
laws
of
this
state
addressing
cy
pres
or
dealing
with
33
nondiversion
of
charitable
assets.
34
7.
A
bequest,
devise,
gift,
grant,
or
promise
contained
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in
a
will
or
other
instrument
of
donation,
subscription,
or
1
conveyance
which
is
made
to
an
entity
that
is
a
party
to
a
2
merger
that
is
not
the
survivor
and
which
takes
effect
or
3
remains
payable
after
the
merger
inures
to
the
survivor.
4
8.
A
trust
obligation
that
would
govern
property
if
5
transferred
to
a
nonsurviving
entity
applies
to
property
6
that
is
transferred
to
the
survivor
after
a
merger
becomes
7
effective.
8
Sec.
154.
Section
490.1108,
Code
2021,
is
amended
by
9
striking
the
section
and
inserting
in
lieu
thereof
the
10
following:
11
490.1108
Abandonment
of
a
merger
or
share
exchange.
12
1.
After
a
plan
of
merger
or
share
exchange
has
been
13
adopted
and
approved
as
required
by
this
subchapter,
and
before
14
articles
of
merger
or
share
exchange
have
become
effective,
the
15
plan
may
be
abandoned
by
a
domestic
business
corporation
that
16
is
a
party
to
the
plan
without
action
by
its
shareholders
in
17
accordance
with
any
procedures
set
forth
in
the
plan
of
merger
18
or
share
exchange
or,
if
no
such
procedures
are
set
forth
in
19
the
plan,
in
the
manner
determined
by
the
board
of
directors.
20
2.
If
a
merger
or
share
exchange
is
abandoned
under
21
subsection
1
after
articles
of
merger
or
share
exchange
have
22
been
delivered
to
the
secretary
of
state
for
filing
but
before
23
the
merger
or
share
exchange
has
become
effective,
a
statement
24
of
abandonment
signed
by
all
the
parties
that
signed
the
25
articles
of
merger
or
share
exchange
shall
be
delivered
to
the
26
secretary
of
state
for
filing
before
the
articles
of
merger
27
or
share
exchange
become
effective.
The
statement
shall
take
28
effect
on
filing
and
the
merger
or
share
exchange
shall
be
29
deemed
abandoned
and
shall
not
become
effective.
The
statement
30
of
abandonment
must
contain
all
of
the
following:
31
a.
The
name
of
each
party
to
the
merger
or
the
names
of
the
32
acquiring
and
acquired
entities
in
a
share
exchange.
33
b.
The
date
on
which
the
articles
of
merger
or
share
34
exchange
were
filed
by
the
secretary
of
state.
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c.
A
statement
that
the
merger
or
share
exchange
has
been
1
abandoned
in
accordance
with
this
section.
2
Sec.
155.
Section
490.1201,
Code
2021,
is
amended
by
3
striking
the
section
and
inserting
in
lieu
thereof
the
4
following:
5
490.1201
Disposition
of
assets
not
requiring
shareholder
6
approval.
7
No
approval
of
the
shareholders
is
required
to
do
any
of
8
the
following,
unless
the
articles
of
incorporation
otherwise
9
provide:
10
1.
Sell,
lease,
exchange,
or
otherwise
dispose
of
any
of
11
the
corporation’s
assets
in
the
usual
and
regular
course
of
12
business.
13
2.
Mortgage,
pledge,
dedicate
to
the
repayment
of
14
indebtedness,
whether
with
or
without
recourse,
or
otherwise
15
encumber
any
or
all
of
the
corporation’s
assets,
regardless
of
16
whether
in
the
usual
and
regular
course
of
business.
17
3.
Transfer
any
or
all
of
the
corporation’s
assets
to
one
or
18
more
domestic
or
foreign
corporations
or
other
entities,
all
of
19
the
shares
or
interests
of
which
are
owned
by
the
corporation.
20
4.
Distribute
assets
pro
rata
to
the
holders
of
one
or
more
21
classes
or
series
of
the
corporation’s
shares.
22
Sec.
156.
Section
490.1202,
Code
2021,
is
amended
by
23
striking
the
section
and
inserting
in
lieu
thereof
the
24
following:
25
490.1202
Shareholder
approval
of
certain
dispositions.
26
1.
A
sale,
lease,
exchange,
or
other
disposition
of
assets,
27
other
than
a
disposition
described
in
section
490.1201,
28
requires
approval
of
the
corporation’s
shareholders
if
the
29
disposition
would
leave
the
corporation
without
a
significant
30
continuing
business
activity.
A
corporation
will
conclusively
31
be
deemed
to
have
retained
a
significant
continuing
business
32
activity
if
it
retains
a
business
activity
that
represented,
33
for
the
corporation
and
its
subsidiaries
on
a
consolidated
34
basis,
at
least
twenty-five
percent
of
total
assets
at
the
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end
of
the
most
recently
completed
fiscal
year,
and
either
1
twenty-five
percent
of
either
income
from
continuing
operations
2
before
taxes
or
twenty-five
percent
of
revenues
from
continuing
3
operations,
in
each
case
for
the
most
recently
completed
fiscal
4
year;
but
no
presumption
that
the
disposition
will
leave
the
5
corporation
without
a
significant
continuing
business
activity
6
shall
arise
from
the
fact
that
the
corporation’s
continuing
7
business
activity
does
not
equal
or
exceed
any
of
these
8
percentages.
9
2.
To
obtain
the
approval
of
the
shareholders
under
10
subsection
1,
all
of
the
following
shall
apply:
11
a.
The
board
of
directors
shall
first
adopt
a
resolution
12
authorizing
the
disposition.
The
disposition
shall
then
be
13
approved
by
the
shareholders.
In
submitting
the
disposition
14
to
the
shareholders
for
approval,
the
board
of
directors
shall
15
recommend
that
the
shareholders
approve
the
disposition,
unless
16
any
of
the
following
apply:
17
(1)
The
board
of
directors
makes
a
determination
that
18
because
of
conflicts
of
interest
or
other
special
circumstances
19
it
should
not
make
such
a
recommendation.
20
(2)
Section
490.826
applies.
21
b.
If
paragraph
“a”
,
subparagraph
(1)
or
(2),
applies,
the
22
board
shall
inform
the
shareholders
of
the
basis
for
its
so
23
proceeding.
24
3.
The
board
of
directors
may
set
conditions
for
the
25
approval
by
the
shareholders
of
a
disposition
or
the
26
effectiveness
of
the
disposition.
27
4.
If
a
disposition
is
required
to
be
approved
by
the
28
shareholders
under
subsection
1,
and
if
the
approval
is
to
29
be
given
at
a
meeting,
the
corporation
shall
notify
each
30
shareholder,
regardless
of
whether
entitled
to
vote,
of
31
the
meeting
of
shareholders
at
which
the
disposition
is
32
to
be
submitted
for
approval.
The
notice
must
state
that
33
the
purpose,
or
one
of
the
purposes,
of
the
meeting
is
to
34
consider
the
disposition
and
must
contain
a
description
of
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the
disposition,
including
the
terms
and
conditions
of
the
1
disposition
and
the
consideration
to
be
received
by
the
2
corporation.
3
5.
Unless
the
articles
of
incorporation,
bylaws,
or
the
4
board
of
directors
acting
pursuant
to
subsection
3
require
5
a
greater
vote
or
a
greater
quorum,
the
approval
of
a
6
disposition
by
the
shareholders
shall
require
the
approval
7
of
the
shareholders
at
a
meeting
at
which
a
quorum
exists
8
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
9
the
disposition.
10
6.
After
a
disposition
has
been
approved
by
the
shareholders
11
under
this
subchapter,
and
at
any
time
before
the
disposition
12
has
been
consummated,
it
may
be
abandoned
by
the
corporation
13
without
action
by
the
shareholders,
subject
to
any
contractual
14
rights
of
other
parties
to
the
disposition.
15
7.
A
disposition
of
assets
in
the
course
of
dissolution
16
under
subchapter
XIV
is
not
governed
by
this
section.
17
8.
The
assets
of
a
direct
or
indirect
consolidated
18
subsidiary
shall
be
deemed
to
be
the
assets
of
the
parent
19
corporation
for
the
purposes
of
this
section.
20
Sec.
157.
Section
490.1301,
Code
2021,
is
amended
by
21
striking
the
section
and
inserting
in
lieu
thereof
the
22
following:
23
490.1301
Subchapter
definitions.
24
As
used
in
this
subchapter:
25
1.
“Affiliate”
means
a
person
that
directly
or
indirectly
26
through
one
or
more
intermediaries
controls,
is
controlled
by,
27
or
is
under
common
control
with
another
person
or
is
a
senior
28
executive
of
such
person.
For
purposes
of
section
490.1302,
29
subsection
2,
paragraph
“d”
,
a
person
is
deemed
to
be
an
30
affiliate
of
its
senior
executives.
31
2.
“Corporation”
means
the
domestic
corporation
that
is
the
32
issuer
of
the
shares
held
by
a
shareholder
demanding
appraisal
33
and,
for
matters
covered
in
sections
490.1322
through
490.1331,
34
“corporation”
includes
the
survivor
of
a
merger.
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3.
“Fair
value”
means
the
value
of
the
corporation’s
shares
1
determined
according
to
the
following:
2
a.
Immediately
before
the
effectiveness
of
the
corporate
3
action
to
which
the
shareholder
objects.
4
b.
Using
customary
and
current
valuation
concepts
and
5
techniques
generally
employed
for
similar
businesses
in
the
6
context
of
the
transaction
requiring
appraisal.
7
c.
Without
discounting
for
lack
of
marketability
or
minority
8
status
except,
if
appropriate,
for
amendments
to
the
articles
9
of
incorporation
pursuant
to
section
490.1302,
subsection
1,
10
paragraph
“d”
.
11
4.
“Interest”
means
interest
from
the
date
the
corporate
12
action
becomes
effective
until
the
date
of
payment,
at
the
rate
13
of
interest
on
judgments
in
this
state
on
the
effective
date
14
of
the
corporate
action.
15
5.
“Interested
transaction”
means
a
corporate
action
16
described
in
section
490.1302,
subsection
1,
other
than
a
17
merger
pursuant
to
section
490.1105,
involving
an
interested
18
person
in
which
any
of
the
shares
or
assets
of
the
corporation
19
are
being
acquired
or
converted.
As
used
in
this
subsection:
20
a.
“Beneficial
owner”
means
any
person
who,
directly
21
or
indirectly,
through
any
contract,
arrangement,
or
22
understanding,
other
than
a
revocable
proxy,
has
or
shares
the
23
power
to
vote,
or
to
direct
the
voting
of,
shares;
except
that
24
a
member
of
a
national
securities
exchange
is
not
deemed
to
be
25
a
beneficial
owner
of
securities
held
directly
or
indirectly
26
by
it
on
behalf
of
another
person
if
the
member
is
precluded
27
by
the
rules
of
the
exchange
from
voting
without
instruction
28
on
contested
matters
or
matters
that
may
affect
substantially
29
the
rights
or
privileges
of
the
holders
of
the
securities
to
30
be
voted.
When
two
or
more
persons
agree
to
act
together
for
31
the
purpose
of
voting
their
shares
of
the
corporation,
each
32
member
of
the
group
formed
thereby
is
deemed
to
have
acquired
33
beneficial
ownership,
as
of
the
date
of
the
agreement,
of
all
34
shares
having
voting
power
of
the
corporation
beneficially
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owned
by
any
member
of
the
group.
1
b.
“Excluded
shares”
means
shares
acquired
pursuant
to
an
2
offer
for
all
shares
having
voting
power
if
the
offer
was
made
3
within
one
year
before
the
corporate
action
for
consideration
4
of
the
same
kind
and
of
a
value
equal
to
or
less
than
that
paid
5
in
connection
with
the
corporate
action.
6
c.
“Interested
person”
means
a
person,
or
an
affiliate
of
a
7
person,
who
at
any
time
during
the
one-year
period
immediately
8
preceding
approval
by
the
board
of
directors
of
the
corporate
9
action
was
or
had
any
of
the
following:
10
(1)
Was
the
beneficial
owner
of
twenty
percent
or
more
of
11
the
voting
power
of
the
corporation,
other
than
as
owner
of
12
excluded
shares.
13
(2)
Had
the
power,
contractually
or
otherwise,
other
than
as
14
owner
of
excluded
shares,
to
cause
the
appointment
or
election
15
of
twenty-five
percent
or
more
of
the
directors
to
the
board
of
16
directors
of
the
corporation.
17
(3)
Was
a
senior
executive
or
director
of
the
corporation
18
or
a
senior
executive
of
any
affiliate
of
the
corporation,
and
19
that
senior
executive
or
director
will
receive,
as
a
result
20
of
the
corporate
action,
a
financial
benefit
not
generally
21
available
to
other
shareholders
as
such,
other
than
any
of
the
22
following:
23
(a)
Employment,
consulting,
retirement,
or
similar
benefits
24
established
separately
and
not
as
part
of
or
in
contemplation
25
of
the
corporate
action.
26
(b)
Employment,
consulting,
retirement,
or
similar
benefits
27
established
in
contemplation
of,
or
as
part
of,
the
corporate
28
action
that
are
not
more
favorable
than
those
existing
before
29
the
corporate
action
or,
if
more
favorable,
that
have
been
30
approved
on
behalf
of
the
corporation
in
the
same
manner
as
is
31
provided
in
section
490.862.
32
(c)
In
the
case
of
a
director
of
the
corporation
who
will,
33
in
the
corporate
action,
become
a
director
or
governor
of
the
34
acquiror
or
any
of
its
affiliates,
rights,
and
benefits
as
a
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director
or
governor
that
are
provided
on
the
same
basis
as
1
those
afforded
by
the
acquiror
generally
to
other
directors
or
2
governors
of
such
entity
or
such
affiliate.
3
6.
“Preferred
shares”
means
a
class
or
series
of
shares
4
whose
holders
have
preference
over
any
other
class
or
series
of
5
shares
with
respect
to
distributions.
6
7.
“Senior
executive”
means
the
chief
executive
officer,
7
chief
operating
officer,
chief
financial
officer,
and
any
8
individual
in
charge
of
a
principal
business
unit
or
function.
9
8.
“Shareholder”
means
a
record
shareholder,
a
beneficial
10
shareholder,
and
a
voting
trust
beneficial
owner.
11
Sec.
158.
Section
490.1302,
Code
2021,
is
amended
by
12
striking
the
section
and
inserting
in
lieu
thereof
the
13
following:
14
490.1302
Right
to
appraisal.
15
1.
A
shareholder
is
entitled
to
appraisal
rights,
and
to
16
obtain
payment
of
the
fair
value
of
that
shareholder’s
shares,
17
in
the
event
of
any
of
the
following
corporate
actions:
18
a.
Consummation
of
a
merger
to
which
the
corporation
is
a
19
party
if
any
of
the
following
apply:
20
(1)
Shareholder
approval
is
required
for
the
merger
by
21
section
490.1104
or
would
be
required
but
for
the
provisions
of
22
section
490.1104,
subsection
10,
except
that
appraisal
rights
23
shall
not
be
available
to
any
shareholder
of
the
corporation
24
with
respect
to
shares
of
any
class
or
series
that
remain
25
outstanding
after
consummation
of
the
merger.
26
(2)
The
corporation
is
a
subsidiary
and
the
merger
is
27
governed
by
section
490.1105.
28
b.
Consummation
of
a
share
exchange
to
which
the
corporation
29
is
a
party
the
shares
of
which
will
be
acquired,
except
that
30
appraisal
rights
shall
not
be
available
to
any
shareholder
of
31
the
corporation
with
respect
to
any
class
or
series
of
shares
32
of
the
corporation
that
is
not
acquired
in
the
share
exchange.
33
c.
Consummation
of
a
disposition
of
assets
pursuant
to
34
section
490.1202
if
the
shareholder
is
entitled
to
vote
on
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the
disposition,
except
that
appraisal
rights
shall
not
be
1
available
to
any
shareholder
of
the
corporation
with
respect
to
2
shares
of
any
class
or
series
if
all
of
the
following
apply:
3
(1)
Under
the
terms
of
the
corporate
action
approved
by
the
4
shareholders
there
is
to
be
distributed
to
shareholders
in
cash
5
the
corporation’s
net
assets,
in
excess
of
a
reasonable
amount
6
reserved
to
meet
claims
of
the
type
described
in
sections
7
490.1406
and
490.1407,
if
the
distribution
is
made
subject
to
8
all
of
the
following:
9
(a)
Within
one
year
after
the
shareholders’
approval
of
the
10
action.
11
(b)
In
accordance
with
the
shareholders’
respective
12
interests
determined
at
the
time
of
distribution.
13
(2)
The
disposition
of
assets
is
not
an
interested
14
transaction.
15
d.
An
amendment
of
the
articles
of
incorporation
with
16
respect
to
a
class
or
series
of
shares
that
reduces
the
number
17
of
shares
of
a
class
or
series
owned
by
the
shareholder
to
a
18
fraction
of
a
share
if
the
corporation
has
the
obligation
or
19
right
to
repurchase
the
fractional
share
so
created.
20
e.
Any
other
merger,
share
exchange,
disposition
of
assets,
21
or
amendment
to
the
articles
of
incorporation,
in
each
case
to
22
the
extent
provided
by
the
articles
of
incorporation,
bylaws,
23
or
a
resolution
of
the
board
of
directors.
24
f.
Consummation
of
a
domestication
pursuant
to
section
25
490.920
if
the
shareholder
does
not
receive
shares
in
the
26
foreign
corporation
resulting
from
the
domestication
that
have
27
terms
as
favorable
to
the
shareholder
in
all
material
respects,
28
and
represent
at
least
the
same
percentage
interest
of
the
29
total
voting
rights
of
the
outstanding
shares
of
the
foreign
30
corporation,
as
the
shares
held
by
the
shareholder
before
the
31
domestication.
32
g.
Consummation
of
a
conversion
of
the
corporation
to
a
33
nonprofit
corporation
pursuant
to
section
490.930.
34
h.
Consummation
of
a
conversion
of
the
corporation
to
an
35
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unincorporated
entity
pursuant
to
section
490.930.
1
2.
Notwithstanding
subsection
1,
the
availability
of
2
appraisal
rights
under
subsection
1,
paragraphs
“a”
,
“b”
,
“c”
,
3
“d”
,
“f”
,
and
“h”
,
shall
be
limited
in
accordance
with
the
4
following
provisions:
5
a.
Appraisal
rights
shall
not
be
available
for
the
holders
6
of
shares
of
any
class
or
series
of
shares
which
is
any
of
the
7
following:
8
(1)
A
covered
security
under
section
18(b)(1)(A)
or
(B)
of
9
the
federal
Securities
Act
of
1933,
as
amended.
10
(2)
Traded
in
an
organized
market
and
has
at
least
two
11
thousand
shareholders
and
a
market
value
of
at
least
twenty
12
million
dollars,
exclusive
of
the
value
of
such
shares
held
13
by
the
corporation’s
subsidiaries,
senior
executives
and
14
directors,
and
by
any
beneficial
shareholder
and
any
voting
15
trust
beneficial
owner
owning
more
than
ten
percent
of
such
16
shares.
17
(3)
Issued
by
an
open-end
management
investment
company
18
registered
with
the
United
States
securities
and
exchange
19
commission
under
the
federal
Investment
Company
Act
of
1940,
15
20
U.S.C.
§80a-1
et
seq.,
and
which
may
be
redeemed
at
the
option
21
of
the
holder
at
net
asset
value.
22
b.
The
applicability
of
paragraph
“a”
shall
be
determined
23
according
to
the
following:
24
(1)
The
record
date
fixed
to
determine
the
shareholders
25
entitled
to
receive
notice
of
the
meeting
of
shareholders
to
26
act
upon
the
corporate
action
requiring
appraisal
rights
or
27
in
the
case
of
an
offer
made
pursuant
to
section
490.1104,
28
subsection
10,
the
date
of
such
offer.
29
(2)
If
there
is
no
meeting
of
shareholders
and
no
offer
made
30
pursuant
to
section
490.1104,
subsection
10,
the
day
before
the
31
consummation
of
the
corporate
action
or
effective
date
of
the
32
amendment
of
the
articles
of
incorporation,
as
applicable.
33
c.
Paragraph
“a”
shall
not
be
applicable
and
appraisal
34
rights
shall
be
available
pursuant
to
subsection
1
under
the
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following
circumstances:
1
(1)
For
the
holders
of
any
class
or
series
of
shares
who
2
are
required
by
the
terms
of
the
corporate
action
requiring
3
appraisal
rights
to
accept
for
such
shares
anything
other
than
4
cash
or
shares
of
any
class
or
any
series
of
shares
of
any
5
corporation,
or
any
other
proprietary
interest
of
any
other
6
entity,
that
satisfies
the
standards
set
forth
in
paragraph
“a”
,
7
at
the
time
the
corporate
action
becomes
effective.
8
(2)
For
the
holders
of
any
class
or
series
of
shares,
in
the
9
case
of
the
consummation
of
a
disposition
of
assets
pursuant
10
to
section
490.1202,
unless
the
cash,
shares,
or
proprietary
11
interests
received
in
the
disposition
are,
under
the
terms
12
of
the
corporate
action
approved
by
the
shareholders,
to
be
13
distributed
to
the
shareholders,
as
part
of
a
distribution
to
14
shareholders
of
the
net
assets
of
the
corporation
in
excess
of
15
a
reasonable
amount
to
meet
claims
of
the
type
described
in
16
sections
490.1406
and
490.1407,
if
the
distribution
is
made
17
subject
to
all
of
the
following:
18
(a)
Within
one
year
after
the
shareholders’
approval
of
the
19
action.
20
(b)
In
accordance
with
the
shareholders’
respective
21
interests
determined
at
the
time
of
the
distribution.
22
d.
Paragraph
“a”
shall
not
be
applicable
and
appraisal
23
rights
shall
be
available
pursuant
to
subsection
1
for
the
24
holders
of
any
class
or
series
of
shares
where
the
corporate
25
action
is
an
interested
transaction.
26
3.
Notwithstanding
any
other
provision
of
this
section,
the
27
articles
of
incorporation
as
originally
filed
or
any
amendment
28
to
the
articles
of
incorporation
may
limit
or
eliminate
29
appraisal
rights
for
any
class
or
series
of
preferred
shares,
30
except
that
the
following
shall
apply:
31
a.
Except
as
provided
in
paragraph
“b”
,
no
such
limitation
32
or
elimination
shall
be
effective
if
the
class
or
series
does
33
not
have
the
right
to
vote
separately
as
a
voting
group,
alone
34
or
as
part
of
a
group,
on
the
action
or
if
the
action
is
a
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conversion
under
section
490.930,
or
a
merger
having
a
similar
1
effect
as
a
conversion
in
which
the
converted
entity
is
an
2
eligible
entity.
3
b.
Any
such
limitation
or
elimination
contained
in
an
4
amendment
to
the
articles
of
incorporation
that
limits
or
5
eliminates
appraisal
rights
for
any
of
such
shares
that
are
6
outstanding
immediately
before
the
effective
date
of
such
7
amendment
or
that
the
corporation
is
or
may
be
required
to
8
issue
or
sell
thereafter
pursuant
to
any
conversion,
exchange,
9
or
other
right
existing
immediately
before
the
effective
date
10
of
such
amendment,
shall
not
apply
to
any
corporate
action
that
11
becomes
effective
within
one
year
after
the
effective
date
of
12
such
amendment
if
such
action
would
otherwise
afford
appraisal
13
rights.
14
Sec.
159.
Section
490.1303,
Code
2021,
is
amended
by
15
striking
the
section
and
inserting
in
lieu
thereof
the
16
following:
17
490.1303
Assertion
of
rights
by
nominees
and
beneficial
18
shareholders.
19
1.
A
record
shareholder
may
assert
appraisal
rights
20
as
to
fewer
than
all
the
shares
registered
in
the
record
21
shareholder’s
name
but
owned
by
a
beneficial
shareholder
or
a
22
voting
trust
beneficial
owner
only
if
the
record
shareholder
23
objects
with
respect
to
all
shares
of
a
class
or
series
owned
24
by
the
beneficial
shareholder
or
the
voting
trust
beneficial
25
owner
and
notifies
the
corporation
in
writing
of
the
name
26
and
address
of
each
beneficial
shareholder
or
voting
trust
27
beneficial
owner
on
whose
behalf
appraisal
rights
are
being
28
asserted.
The
rights
of
a
record
shareholder
who
asserts
29
appraisal
rights
for
only
part
of
the
shares
held
of
record
in
30
the
record
shareholder’s
name
under
this
subsection
shall
be
31
determined
as
if
the
shares
as
to
which
the
record
shareholder
32
objects
and
the
record
shareholder’s
other
shares
were
33
registered
in
the
names
of
different
record
shareholders.
34
2.
A
beneficial
shareholder
and
a
voting
trust
beneficial
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owner
may
assert
appraisal
rights
as
to
shares
of
any
class
1
or
series
held
on
behalf
of
the
shareholder
only
if
such
2
shareholder
does
all
of
the
following:
3
a.
Submits
to
the
corporation
the
record
shareholder’s
4
written
consent
to
the
assertion
of
such
rights
no
later
5
than
the
date
referred
to
in
section
490.1322,
subsection
2,
6
paragraph
“b”
,
subparagraph
(2).
7
b.
Does
so
with
respect
to
all
shares
of
the
class
or
series
8
that
are
beneficially
owned
by
the
beneficial
shareholder
or
9
the
voting
trust
beneficial
owner.
10
Sec.
160.
Section
490.1320,
Code
2021,
is
amended
by
11
striking
the
section
and
inserting
in
lieu
thereof
the
12
following:
13
490.1320
Notice
of
appraisal
rights.
14
1.
Where
any
corporate
action
specified
in
section
15
490.1302,
subsection
1,
is
to
be
submitted
to
a
vote
at
a
16
shareholders’
meeting,
the
meeting
notice,
or
where
no
approval
17
of
such
action
is
required
pursuant
to
section
490.1104,
18
subsection
10,
the
offer
made
pursuant
to
that
section,
must
19
state
that
the
corporation
has
concluded
that
appraisal
rights
20
are,
are
not,
or
may
be
available
under
this
subchapter.
If
21
the
corporation
concludes
that
appraisal
rights
are
or
may
be
22
available,
a
copy
of
this
subchapter
must
accompany
the
meeting
23
notice
or
offer
sent
to
those
record
shareholders
entitled
to
24
exercise
appraisal
rights.
25
2.
In
a
merger
pursuant
to
section
490.1105,
the
parent
26
entity
shall
notify
in
writing
all
record
shareholders
of
the
27
subsidiary
who
are
entitled
to
assert
appraisal
rights
that
the
28
corporate
action
became
effective.
Such
notice
shall
be
sent
29
within
ten
days
after
the
corporate
action
became
effective
and
30
include
the
materials
described
in
section
490.1322.
31
3.
Where
any
corporate
action
specified
in
section
32
490.1302,
subsection
1,
is
to
be
approved
by
written
consent
33
of
the
shareholders
pursuant
to
section
490.704,
all
of
the
34
following
apply:
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a.
Written
notice
that
appraisal
rights
are,
are
not,
or
may
1
be
available
shall
be
sent
to
each
record
shareholder
from
whom
2
a
consent
is
solicited
at
the
time
consent
of
such
shareholder
3
is
first
solicited
and,
if
the
corporation
has
concluded
that
4
appraisal
rights
are
or
may
be
available,
the
notice
must
be
5
accompanied
by
a
copy
of
this
subchapter.
6
b.
Written
notice
that
appraisal
rights
are,
are
not,
or
7
may
be
available
must
be
delivered
together
with
the
notice
to
8
nonconsenting
and
nonvoting
shareholders
required
by
section
9
490.704,
subsections
5
and
6,
may
include
the
materials
10
described
in
section
490.1322,
and,
if
the
corporation
has
11
concluded
that
appraisal
rights
are
or
may
be
available,
must
12
be
accompanied
by
a
copy
of
this
subchapter.
13
4.
Where
corporate
action
described
in
section
490.1302,
14
subsection
1,
is
proposed,
or
a
merger
pursuant
to
section
15
490.1105
is
effected,
the
notice
referred
to
in
subsection
1
16
or
3,
if
the
corporation
concludes
that
appraisal
rights
are
17
or
may
be
available,
and
in
subsection
2
must
be
accompanied
18
by
all
of
the
following:
19
a.
Financial
statements
of
the
corporation
that
issued
20
the
shares
that
may
be
subject
to
appraisal,
consisting
of
a
21
balance
sheet
as
of
the
end
of
a
fiscal
year
ending
not
more
22
than
sixteen
months
before
the
date
of
the
notice,
an
income
23
statement
for
that
year,
and
a
cash
flow
statement
for
that
24
year;
provided
that,
if
such
financial
statements
are
not
25
reasonably
available,
the
corporation
shall
provide
reasonably
26
equivalent
financial
information.
27
b.
The
latest
interim
financial
statements
of
such
28
corporation,
if
any.
29
5.
The
right
to
receive
the
information
described
in
30
subsection
4
may
be
waived
in
writing
by
a
shareholder
before
31
or
after
the
corporate
action.
32
Sec.
161.
Section
490.1321,
Code
2021,
is
amended
by
33
striking
the
section
and
inserting
in
lieu
thereof
the
34
following:
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490.1321
Notice
of
intent
to
demand
payment
and
consequences
1
of
voting
or
consenting.
2
1.
If
a
corporate
action
specified
in
section
490.1302,
3
subsection
1,
is
submitted
to
a
vote
at
a
shareholders’
4
meeting,
a
shareholder
who
wishes
to
assert
appraisal
rights
5
with
respect
to
any
class
or
series
of
shares
must
do
all
of
the
6
following:
7
a.
Deliver
to
the
corporation,
before
the
vote
is
taken,
8
written
notice
of
the
shareholder’s
intent
to
demand
payment
if
9
the
proposed
action
is
effectuated.
10
b.
Not
vote,
or
cause
or
permit
to
be
voted,
any
shares
of
11
such
class
or
series
in
favor
of
the
proposed
action.
12
2.
If
a
corporate
action
specified
in
section
490.1302,
13
subsection
1,
is
to
be
approved
by
written
consent,
a
14
shareholder
who
wishes
to
assert
appraisal
rights
with
respect
15
to
any
class
or
series
of
shares
shall
not
sign
a
consent
in
16
favor
of
the
proposed
action
with
respect
to
that
class
or
17
series
of
shares.
18
3.
If
a
corporate
action
specified
in
section
490.1302,
19
subsection
1,
does
not
require
shareholder
approval
pursuant
to
20
section
490.1104,
subsection
10,
a
shareholder
who
wishes
to
21
assert
appraisal
rights
with
respect
to
any
class
or
series
of
22
shares
must
do
all
of
the
following:
23
a.
Deliver
to
the
corporation
before
the
shares
are
24
purchased
pursuant
to
the
offer
written
notice
of
the
25
shareholder’s
intent
to
demand
payment
if
the
proposed
action
26
is
effected.
27
b.
Not
tender,
or
cause
or
permit
to
be
tendered,
any
shares
28
of
such
class
or
series
in
response
to
such
offer.
29
4.
A
shareholder
who
fails
to
satisfy
the
requirements
of
30
subsection
1,
2,
or
3
is
not
entitled
to
payment
under
this
31
subchapter.
32
Sec.
162.
Section
490.1322,
Code
2021,
is
amended
by
33
striking
the
section
and
inserting
in
lieu
thereof
the
34
following:
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490.1322
Appraisal
notice
and
form.
1
1.
If
a
corporate
action
requiring
appraisal
rights
2
under
section
490.1302,
subsection
1,
becomes
effective,
the
3
corporation
shall
deliver
a
written
appraisal
notice
and
form
4
required
by
subsection
2,
to
all
shareholders
who
satisfy
the
5
requirements
of
section
490.1321,
subsection
1,
2,
or
3.
In
6
the
case
of
a
merger
under
section
490.1105,
the
parent
shall
7
deliver
an
appraisal
notice
and
form
to
all
record
shareholders
8
who
may
be
entitled
to
assert
appraisal
rights.
9
2.
The
appraisal
notice
shall
be
delivered
no
earlier
than
10
the
date
the
corporate
action
specified
in
section
490.1302,
11
subsection
1,
became
effective,
and
no
later
than
ten
days
12
after
such
date,
and
must
do
all
of
the
following:
13
a.
Supply
a
form
that
does
all
of
the
following:
14
(1)
Specifies
the
first
date
of
any
announcement
to
15
shareholders
made
before
the
date
the
corporate
action
became
16
effective
of
the
principal
terms
of
the
proposed
corporate
17
action.
18
(2)
If
such
announcement
was
made,
requires
the
shareholder
19
asserting
appraisal
rights
to
certify
whether
beneficial
20
ownership
of
those
shares
for
which
appraisal
rights
are
21
asserted
was
acquired
before
that
date.
22
(3)
Requires
the
shareholder
asserting
appraisal
rights
to
23
certify
that
such
shareholder
did
not
vote
for
or
consent
to
24
the
transaction
as
to
the
class
or
series
of
shares
for
which
25
appraisal
is
sought.
26
b.
State
all
of
the
following:
27
(1)
Where
the
form
shall
be
sent
and
where
certificates
for
28
certificated
shares
shall
be
deposited
and
the
date
by
which
29
those
certificates
must
be
deposited,
which
date
shall
not
be
30
earlier
than
the
date
by
which
the
corporation
must
receive
the
31
required
form
under
subparagraph
(2).
32
(2)
A
date
by
which
the
corporation
shall
receive
the
33
form,
which
date
shall
not
be
fewer
than
forty
nor
more
than
34
sixty
days
after
the
date
the
appraisal
notice
is
sent
under
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subsection
1,
and
state
that
the
shareholder
shall
have
waived
1
the
right
to
demand
appraisal
with
respect
to
the
shares
unless
2
the
form
is
received
by
the
corporation
by
such
specified
date.
3
(3)
The
corporation’s
estimate
of
the
fair
value
of
the
4
shares.
5
(4)
That,
if
requested
in
writing,
the
corporation
will
6
provide,
to
the
shareholder
so
requesting,
within
ten
days
7
after
the
date
specified
in
subparagraph
(2)
the
number
of
8
shareholders
who
return
the
forms
by
the
specified
date
and
the
9
total
number
of
shares
owned
by
them.
10
(5)
The
date
by
which
the
notice
to
withdraw
under
section
11
490.1323
shall
be
received,
which
date
shall
be
within
twenty
12
days
after
the
date
specified
in
subparagraph
(2).
13
c.
Be
accompanied
by
a
copy
of
this
subchapter.
14
Sec.
163.
Section
490.1323,
Code
2021,
is
amended
by
15
striking
the
section
and
inserting
in
lieu
thereof
the
16
following:
17
490.1323
Perfection
of
rights
——
right
to
withdraw.
18
1.
A
shareholder
who
receives
notice
pursuant
to
section
19
490.1322
and
who
wishes
to
exercise
appraisal
rights
shall
20
sign
and
return
the
form
sent
by
the
corporation
and,
in
21
the
case
of
certificated
shares,
deposit
the
shareholder’s
22
certificates
in
accordance
with
the
terms
of
the
notice
by
the
23
date
referred
to
in
the
notice
pursuant
to
section
490.1322,
24
subsection
2,
paragraph
“b”
,
subparagraph
(2).
In
addition,
25
if
applicable,
the
shareholder
shall
certify
on
the
form
26
whether
the
beneficial
owner
of
such
shares
acquired
beneficial
27
ownership
of
the
shares
before
the
date
required
to
be
set
28
forth
in
the
notice
pursuant
to
section
490.1322,
subsection
29
2,
paragraph
“a”
,
subparagraph
(1).
If
a
shareholder
fails
to
30
make
this
certification,
the
corporation
may
elect
to
treat
the
31
shareholder’s
shares
as
after-acquired
shares
under
section
32
490.1325.
Once
a
shareholder
deposits
that
shareholder’s
33
certificates
or,
in
the
case
of
uncertificated
shares,
returns
34
the
signed
forms,
that
shareholder
loses
all
rights
as
a
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shareholder,
unless
the
shareholder
withdraws
pursuant
to
1
subsection
2.
2
2.
A
shareholder
who
has
complied
with
subsection
1
may
3
nevertheless
decline
to
exercise
appraisal
rights
and
withdraw
4
from
the
appraisal
process
by
so
notifying
the
corporation
in
5
writing
by
the
date
set
forth
in
the
appraisal
notice
pursuant
6
to
section
490.1322,
subsection
2,
paragraph
“b”
,
subparagraph
7
(5).
A
shareholder
who
fails
to
so
withdraw
from
the
appraisal
8
process
shall
not
thereafter
withdraw
without
the
corporation’s
9
written
consent.
10
3.
A
shareholder
who
does
not
sign
and
return
the
form
and,
11
in
the
case
of
certificated
shares,
deposit
that
shareholder’s
12
share
certificates
where
required,
each
by
the
date
set
forth
13
in
the
notice
described
in
section
490.1322,
subsection
2,
14
shall
not
be
entitled
to
payment
under
this
subchapter.
15
Sec.
164.
Section
490.1324,
Code
2021,
is
amended
by
16
striking
the
section
and
inserting
in
lieu
thereof
the
17
following:
18
490.1324
Payment.
19
1.
Except
as
provided
in
section
490.1325,
within
thirty
20
days
after
the
form
required
by
section
490.1322,
subsection
2,
21
paragraph
“b”
,
subparagraph
(2),
is
due,
the
corporation
shall
22
pay
in
cash
to
those
shareholders
who
complied
with
section
23
490.1323,
subsection
1,
the
amount
the
corporation
estimates
to
24
be
the
fair
value
of
their
shares,
plus
interest.
25
2.
The
payment
to
each
shareholder
pursuant
to
subsection
1
26
must
be
accompanied
by
all
of
the
following:
27
a.
(1)
Financial
statements
of
the
corporation
that
issued
28
the
shares
to
be
appraised,
consisting
of
a
balance
sheet
as
29
of
the
end
of
a
fiscal
year
ending
not
more
than
sixteen
months
30
before
the
date
of
payment,
an
income
statement
for
that
year,
31
and
a
cash
flow
statement
for
that
year;
provided
that,
if
32
such
annual
financial
statements
are
not
reasonably
available,
33
the
corporation
shall
provide
reasonably
equivalent
financial
34
information.
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(2)
The
latest
interim
financial
statements
of
such
1
corporation,
if
any.
2
b.
A
statement
of
the
corporation’s
estimate
of
the
fair
3
value
of
the
shares,
which
estimate
shall
equal
or
exceed
the
4
corporation’s
estimate
given
pursuant
to
section
490.1322,
5
subsection
2,
paragraph
“b”
,
subparagraph
(3).
6
c.
A
statement
that
shareholders
described
in
subsection
7
1
have
the
right
to
demand
further
payment
under
section
8
490.1326
and
that
if
any
such
shareholder
does
not
do
so
within
9
the
time
period
specified
in
section
490.1326,
subsection
2,
10
such
shareholder
shall
be
deemed
to
have
accepted
the
payment
11
under
subsection
1
in
full
satisfaction
of
the
corporation’s
12
obligations
under
this
subchapter.
13
Sec.
165.
Section
490.1325,
Code
2021,
is
amended
by
14
striking
the
section
and
inserting
in
lieu
thereof
the
15
following:
16
490.1325
After-acquired
shares.
17
1.
A
corporation
may
elect
to
withhold
payment
required
18
by
section
490.1324
from
any
shareholder
who
was
required
to,
19
but
did
not
certify
that
beneficial
ownership
of
all
of
the
20
shareholder’s
shares
for
which
appraisal
rights
are
asserted
21
was
acquired
before
the
date
set
forth
in
the
appraisal
notice
22
sent
pursuant
to
section
490.1322,
subsection
2,
paragraph
“a”
.
23
2.
If
the
corporation
elected
to
withhold
payment
under
24
subsection
1,
within
thirty
days
after
the
form
required
by
25
section
490.1322,
subsection
2,
paragraph
“b”
,
subparagraph
26
(2),
is
due,
the
corporation
shall
notify
all
shareholders
who
27
are
described
in
subsection
1
regarding
all
of
the
following:
28
a.
Of
the
information
required
by
section
490.1324,
29
subsection
2,
paragraph
“a”
.
30
b.
Of
the
corporation’s
estimate
of
fair
value
pursuant
to
31
section
490.1324,
subsection
2,
paragraph
“b”
.
32
c.
That
they
may
accept
the
corporation’s
estimate
of
fair
33
value,
plus
interest,
in
full
satisfaction
of
their
demands
or
34
demand
appraisal
under
section
490.1326.
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d.
That
those
shareholders
who
wish
to
accept
such
offer
1
shall
so
notify
the
corporation
of
their
acceptance
of
the
2
corporation’s
offer
within
thirty
days
after
receiving
the
3
offer.
4
e.
That
those
shareholders
who
do
not
satisfy
the
5
requirements
for
demanding
appraisal
under
section
490.1326
6
shall
be
deemed
to
have
accepted
the
corporation’s
offer.
7
3.
Within
ten
days
after
receiving
the
shareholder’s
8
acceptance
pursuant
to
subsection
2,
paragraph
“d”
,
the
9
corporation
shall
pay
in
cash
the
amount
it
offered
under
10
subsection
2,
paragraph
“b”
,
plus
interest
to
each
shareholder
11
who
agreed
to
accept
the
corporation’s
offer
in
full
12
satisfaction
of
the
shareholder’s
demand.
13
4.
Within
forty
days
after
delivering
the
notice
described
14
in
subsection
2,
the
corporation
shall
pay
in
cash
the
amount
15
it
offered
to
pay
under
subsection
2,
paragraph
“b”
,
plus
16
interest
to
each
shareholder
described
in
subsection
2,
17
paragraph
“e”
.
18
Sec.
166.
Section
490.1326,
Code
2021,
is
amended
by
19
striking
the
section
and
inserting
in
lieu
thereof
the
20
following:
21
490.1326
Procedure
if
shareholder
dissatisfied
with
payment
22
or
offer.
23
1.
A
shareholder
paid
pursuant
to
section
490.1324
who
is
24
dissatisfied
with
the
amount
of
the
payment
shall
notify
the
25
corporation
in
writing
of
that
shareholder’s
estimate
of
the
26
fair
value
of
the
shares
and
demand
payment
of
that
estimate,
27
less
any
payment
under
section
490.1324
plus
interest.
A
28
shareholder
offered
payment
under
section
490.1325
who
is
29
dissatisfied
with
that
offer
shall
reject
the
offer
and
demand
30
payment
of
the
shareholder’s
stated
estimate
of
the
fair
value
31
of
the
shares
plus
interest.
32
2.
A
shareholder
who
fails
to
notify
the
corporation
33
in
writing
of
that
shareholder’s
demand
to
be
paid
the
34
shareholder’s
stated
estimate
of
the
fair
value
plus
interest
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under
subsection
1
within
thirty
days
after
receiving
the
1
corporation’s
payment
or
offer
of
payment
under
section
2
490.1324
or
490.1325,
respectively,
waives
the
right
to
demand
3
payment
under
this
section
and
shall
be
entitled
only
to
the
4
payment
made
or
offered
pursuant
to
those
respective
sections.
5
Sec.
167.
Section
490.1330,
Code
2021,
is
amended
by
6
striking
the
section
and
inserting
in
lieu
thereof
the
7
following:
8
490.1330
Court
action.
9
1.
If
a
shareholder
makes
a
demand
for
payment
under
10
section
490.1326
which
remains
unsettled,
the
corporation
shall
11
commence
a
proceeding
within
sixty
days
after
receiving
the
12
payment
demand
and
petition
the
court
to
determine
the
fair
13
value
of
the
shares
and
accrued
interest.
If
the
corporation
14
does
not
commence
the
proceeding
within
the
sixty-day
15
period,
it
shall
pay
in
cash
to
each
shareholder
the
amount
16
the
shareholder
demanded
pursuant
to
section
490.1326
plus
17
interest.
18
2.
The
corporation
shall
commence
the
proceeding
in
the
19
district
court
of
the
county
where
the
corporation’s
principal
20
office
or,
if
none,
its
registered
office,
in
this
state
is
21
located.
If
the
corporation
is
a
foreign
corporation
without
22
a
registered
office
in
this
state,
it
shall
commence
the
23
proceeding
in
the
county
in
this
state
where
the
principal
24
office
or
registered
office
of
the
domestic
corporation
merged
25
with
the
foreign
corporation
was
located
at
the
time
of
the
26
transaction.
27
3.
The
corporation
shall
make
all
shareholders,
regardless
28
of
whether
they
are
residents
of
this
state,
whose
demands
29
remain
unsettled
parties
to
the
proceeding
as
in
an
action
30
against
their
shares,
and
all
parties
shall
be
served
with
a
31
copy
of
the
petition.
Nonresidents
may
be
served
by
registered
32
or
certified
mail
or
by
publication
as
provided
by
law.
33
4.
The
jurisdiction
of
the
court
in
which
the
proceeding
34
is
commenced
under
subsection
2
is
plenary
and
exclusive.
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The
court
may
appoint
one
or
more
persons
as
appraisers
to
1
receive
evidence
and
recommend
a
decision
on
the
question
of
2
fair
value.
The
appraisers
shall
have
the
powers
described
3
in
the
order
appointing
them,
or
in
any
amendment
to
it.
The
4
shareholders
demanding
appraisal
rights
are
entitled
to
the
5
same
discovery
rights
as
parties
in
other
civil
proceedings.
6
There
shall
be
no
right
to
a
jury
trial.
7
5.
Each
shareholder
made
a
party
to
the
proceeding
is
8
entitled
to
judgment
for
any
of
the
following:
9
a.
The
amount,
if
any,
by
which
the
court
finds
the
fair
10
value
of
the
shareholder’s
shares
exceeds
the
amount
paid
11
by
the
corporation
to
the
shareholder
for
such
shares,
plus
12
interest.
13
b.
The
fair
value,
plus
interest,
of
the
shareholder’s
14
shares
for
which
the
corporation
elected
to
withhold
payment
15
under
section
490.1325.
16
Sec.
168.
Section
490.1331,
Code
2021,
is
amended
by
17
striking
the
section
and
inserting
in
lieu
thereof
the
18
following:
19
490.1331
Court
costs
and
expenses.
20
1.
The
court
in
an
appraisal
proceeding
commenced
under
21
section
490.1330
shall
determine
all
court
costs
of
the
22
proceeding,
including
the
reasonable
compensation
and
expenses
23
of
appraisers
appointed
by
the
court.
The
court
shall
assess
24
the
court
costs
against
the
corporation,
except
that
the
court
25
may
assess
court
costs
against
all
or
some
of
the
shareholders
26
demanding
appraisal,
in
amounts
which
the
court
finds
27
equitable,
to
the
extent
the
court
finds
such
shareholders
28
acted
arbitrarily,
vexatiously,
or
not
in
good
faith
with
29
respect
to
the
rights
provided
by
this
subchapter.
30
2.
The
court
in
an
appraisal
proceeding
may
also
assess
the
31
expenses
of
the
respective
parties
in
amounts
the
court
finds
32
equitable,
against
any
of
the
following:
33
a.
The
corporation
and
in
favor
of
any
or
all
shareholders
34
demanding
appraisal
if
the
court
finds
the
corporation
did
not
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substantially
comply
with
the
requirements
of
section
490.1320,
1
490.1322,
490.1324,
or
490.1325.
2
b.
Either
the
corporation
or
a
shareholder
demanding
3
appraisal,
in
favor
of
any
other
party,
if
the
court
finds
that
4
the
party
against
whom
expenses
are
assessed
acted
arbitrarily,
5
vexatiously,
or
not
in
good
faith
with
respect
to
the
rights
6
provided
by
this
subchapter.
7
3.
If
the
court
in
an
appraisal
proceeding
finds
that
8
the
expenses
incurred
by
any
shareholder
were
of
substantial
9
benefit
to
other
shareholders
similarly
situated
and
that
such
10
expenses
should
not
be
assessed
against
the
corporation,
the
11
court
may
direct
that
such
expenses
be
paid
out
of
the
amounts
12
awarded
the
shareholders
who
were
benefited.
13
4.
To
the
extent
the
corporation
fails
to
make
a
required
14
payment
pursuant
to
section
490.1324,
490.1325,
or
490.1326,
15
the
shareholder
may
sue
directly
for
the
amount
owed,
and
to
16
the
extent
successful,
shall
be
entitled
to
recover
from
the
17
corporation
all
expenses
of
the
suit.
18
Sec.
169.
Section
490.1340,
Code
2021,
is
amended
by
19
striking
the
section
and
inserting
in
lieu
thereof
the
20
following:
21
490.1340
Other
remedies
limited.
22
1.
The
legality
of
a
proposed
or
completed
corporate
23
action
described
in
section
490.1302,
subsection
1,
shall
not
24
be
contested,
nor
may
the
corporate
action
be
enjoined,
set
25
aside,
or
rescinded,
in
a
legal
or
equitable
proceeding
by
a
26
shareholder
after
the
shareholders
have
approved
the
corporate
27
action.
28
2.
Subsection
1
does
not
apply
to
a
corporate
action
that
29
meets
any
of
the
following
conditions:
30
a.
Was
not
authorized
and
approved
in
accordance
with
the
31
applicable
provisions
of
any
of
the
following:
32
(1)
Subchapter
IX,
X,
XI,
or
XII.
33
(2)
The
articles
of
incorporation
or
bylaws.
34
(3)
The
resolution
of
the
board
of
directors
authorizing
the
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corporate
action.
1
b.
Was
procured
as
a
result
of
fraud,
a
material
2
misrepresentation,
or
an
omission
of
a
material
fact
necessary
3
to
make
statements
made,
in
light
of
the
circumstances
in
which
4
they
were
made,
not
misleading.
5
c.
Is
an
interested
transaction,
unless
it
has
been
6
recommended
by
the
board
of
directors
in
the
same
manner
as
7
is
provided
in
section
490.862
and
has
been
approved
by
the
8
shareholders
in
the
same
manner
as
is
provided
in
section
9
490.863
as
if
the
interested
transaction
were
a
director’s
10
conflicting
interest
transaction.
11
d.
Is
approved
by
less
than
unanimous
consent
of
the
12
voting
shareholders
pursuant
to
section
490.704
if
all
of
the
13
following
apply:
14
(1)
The
challenge
to
the
corporate
action
is
brought
by
a
15
shareholder
who
did
not
consent
and
as
to
whom
notice
of
the
16
approval
of
the
corporate
action
was
not
effective
at
least
ten
17
days
before
the
corporate
action
was
effected.
18
(2)
The
proceeding
challenging
the
corporate
action
is
19
commenced
within
ten
days
after
notice
of
the
approval
of
the
20
corporate
action
is
effective
as
to
the
shareholder
bringing
21
the
proceeding.
22
Sec.
170.
Section
490.1402,
Code
2021,
is
amended
by
23
striking
the
section
and
inserting
in
lieu
thereof
the
24
following:
25
490.1402
Dissolution
by
board
of
directors
and
shareholders.
26
1.
The
board
of
directors
may
propose
dissolution
for
27
submission
to
the
shareholders
by
first
adopting
a
resolution
28
authorizing
the
dissolution.
29
2.
a.
For
a
proposal
to
dissolve
to
be
adopted,
it
shall
30
then
be
approved
by
the
shareholders.
In
submitting
the
31
proposal
to
dissolve
to
the
shareholders
for
approval,
the
32
board
of
directors
shall
recommend
that
the
shareholders
33
approve
the
dissolution,
unless
any
of
the
following
apply:
34
(1)
The
board
of
directors
determines
that
because
of
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conflict
of
interest
or
other
special
circumstances
it
should
1
make
no
recommendation.
2
(2)
Section
490.826
applies.
3
b.
If
paragraph
“a”
,
subparagraph
(1)
or
(2),
applies,
the
4
board
shall
inform
the
shareholders
of
the
basis
for
its
so
5
proceeding.
6
3.
The
board
of
directors
may
set
conditions
for
the
7
approval
of
the
proposal
for
dissolution
by
shareholders
or
the
8
effectiveness
of
the
dissolution.
9
4.
If
the
approval
of
the
shareholders
is
to
be
given
at
10
a
meeting,
the
corporation
shall
notify
each
shareholder,
11
regardless
of
whether
entitled
to
vote,
of
the
meeting
of
12
shareholders
at
which
the
dissolution
is
to
be
submitted
for
13
approval.
The
notice
must
state
that
the
purpose,
or
one
of
14
the
purposes,
of
the
meeting
is
to
consider
dissolving
the
15
corporation.
16
5.
Unless
the
articles
of
incorporation,
bylaws,
or
the
17
board
of
directors
acting
pursuant
to
subsection
3
require
a
18
greater
vote,
a
greater
quorum,
or
a
vote
by
voting
groups,
19
adoption
of
the
proposal
to
dissolve
shall
require
the
approval
20
of
the
shareholders
at
a
meeting
at
which
a
quorum
exists
21
consisting
of
a
majority
of
the
votes
entitled
to
be
cast
on
22
the
proposal
to
dissolve.
23
Sec.
171.
Section
490.1403,
Code
2021,
is
amended
by
24
striking
the
section
and
inserting
in
lieu
thereof
the
25
following:
26
490.1403
Articles
of
dissolution.
27
1.
At
any
time
after
dissolution
is
authorized,
the
28
corporation
may
dissolve
by
delivering
to
the
secretary
of
29
state
for
filing
articles
of
dissolution
setting
forth
all
of
30
the
following:
31
a.
The
name
of
the
corporation.
32
b.
The
date
that
dissolution
was
authorized.
33
c.
If
dissolution
was
approved
by
the
shareholders,
a
34
statement
that
the
proposal
to
dissolve
was
duly
approved
by
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the
shareholders
in
the
manner
required
by
this
chapter
and
by
1
the
articles
of
incorporation
and
bylaws.
2
2.
The
articles
of
dissolution
shall
take
effect
at
the
3
effective
date
determined
in
accordance
with
section
490.123.
4
A
corporation
is
dissolved
upon
the
effective
date
of
its
5
articles
of
dissolution.
6
3.
As
used
in
this
part,
“dissolved
corporation”
means
a
7
corporation
whose
articles
of
dissolution
have
become
effective
8
and
includes
a
successor
entity
to
which
the
remaining
assets
9
of
the
corporation
are
transferred
subject
to
its
liabilities
10
for
purposes
of
liquidation.
11
Sec.
172.
Section
490.1404,
Code
2021,
is
amended
by
12
striking
the
section
and
inserting
in
lieu
thereof
the
13
following:
14
490.1404
Revocation
of
dissolution.
15
1.
A
corporation
may
revoke
its
dissolution
within
one
16
hundred
twenty
days
after
its
effective
date.
17
2.
Revocation
of
dissolution
shall
be
authorized
in
the
18
same
manner
as
the
dissolution
was
authorized
unless
that
19
authorization
permitted
revocation
by
action
of
the
board
of
20
directors
alone,
in
which
event
the
board
of
directors
may
21
revoke
the
dissolution
without
shareholder
action.
22
3.
After
the
revocation
of
dissolution
is
authorized,
23
the
corporation
may
revoke
the
dissolution
by
delivering
to
24
the
secretary
of
state
for
filing
articles
of
revocation
25
of
dissolution,
together
with
a
copy
of
its
articles
of
26
dissolution,
that
set
forth
all
of
the
following:
27
a.
The
name
of
the
corporation.
28
b.
The
effective
date
of
the
dissolution
that
was
revoked.
29
c.
The
date
that
the
revocation
of
dissolution
was
30
authorized.
31
d.
If
the
corporation’s
board
of
directors
or
incorporators
32
revoked
the
dissolution,
a
statement
to
that
effect.
33
e.
If
the
corporation’s
board
of
directors
revoked
a
34
dissolution
as
authorized
by
the
shareholders,
a
statement
that
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revocation
was
permitted
by
action
by
the
board
of
directors
1
alone
pursuant
to
that
authorization.
2
f.
If
shareholder
action
was
required
to
revoke
the
3
dissolution,
a
statement
that
the
revocation
was
duly
approved
4
by
the
shareholders
in
the
manner
required
by
this
chapter
and
5
by
the
articles
of
incorporation
and
bylaws.
6
4.
The
articles
of
revocation
of
dissolution
shall
take
7
effect
at
the
effective
date
determined
in
accordance
with
8
section
490.123.
Revocation
of
dissolution
is
effective
9
upon
the
effective
date
of
the
articles
of
revocation
of
10
dissolution.
11
5.
When
the
revocation
of
dissolution
is
effective,
it
12
relates
back
to
and
takes
effect
as
of
the
effective
date
of
13
the
dissolution
and
the
corporation
resumes
carrying
on
its
14
business
as
if
the
dissolution
had
never
occurred.
15
Sec.
173.
Section
490.1405,
Code
2021,
is
amended
by
16
striking
the
section
and
inserting
in
lieu
thereof
the
17
following:
18
490.1405
Effect
of
dissolution.
19
1.
A
corporation
that
has
dissolved
continues
its
corporate
20
existence
but
the
dissolved
corporation
shall
not
carry
on
any
21
business
except
that
appropriate
to
wind
up
and
liquidate
its
22
business
and
affairs,
including
by
doing
any
of
the
following:
23
a.
Collecting
its
assets.
24
b.
Disposing
of
its
properties
that
will
not
be
distributed
25
in
kind
to
its
shareholders.
26
c.
Discharging
or
making
provision
for
discharging
its
27
liabilities.
28
d.
Making
distributions
of
its
remaining
assets
among
its
29
shareholders
according
to
their
interests.
30
e.
Doing
every
other
act
necessary
to
wind
up
and
liquidate
31
its
business
and
affairs.
32
2.
Dissolution
of
a
corporation
does
not
do
any
of
the
33
following:
34
a.
Transfer
title
to
the
corporation’s
property.
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b.
Prevent
transfer
of
its
shares
or
securities.
1
c.
Subject
its
directors
or
officers
to
standards
of
conduct
2
different
from
those
prescribed
in
subchapter
VIII.
3
d.
Change
any
of
the
following:
4
(1)
Quorum
or
voting
requirements
for
its
board
of
directors
5
or
shareholders.
6
(2)
Provisions
for
selection,
resignation,
or
removal
of
7
its
directors
or
officers
or
both.
8
(3)
Provisions
for
amending
its
bylaws.
9
e.
Prevent
commencement
of
a
proceeding
by
or
against
the
10
corporation
in
its
corporate
name.
11
f.
Abate
or
suspend
a
proceeding
pending
by
or
against
the
12
corporation
on
the
effective
date
of
dissolution.
13
g.
Terminate
the
authority
of
the
registered
agent
of
the
14
corporation.
15
3.
A
distribution
in
liquidation
under
this
section
may
16
only
be
made
by
a
dissolved
corporation.
For
purposes
of
17
determining
the
shareholders
entitled
to
receive
a
distribution
18
in
liquidation,
the
board
of
directors
may
fix
a
record
date
19
for
determining
shareholders
entitled
to
a
distribution
in
20
liquidation,
which
date
shall
not
be
retroactive.
If
the
21
board
of
directors
does
not
fix
a
record
date
for
determining
22
shareholders
entitled
to
a
distribution
in
liquidation,
the
23
record
date
is
the
date
the
board
of
directors
authorizes
the
24
distribution
in
liquidation.
25
Sec.
174.
Section
490.1406,
Code
2021,
is
amended
by
26
striking
the
section
and
inserting
in
lieu
thereof
the
27
following:
28
490.1406
Known
claims
against
dissolved
corporation.
29
1.
A
dissolved
corporation
may
dispose
of
the
known
claims
30
against
it
by
notifying
its
known
claimants
in
writing
of
the
31
dissolution
at
any
time
after
its
effective
date.
32
2.
The
written
notice
must
do
all
of
the
following:
33
a.
Describe
information
that
must
be
included
in
a
claim.
34
b.
Provide
a
mailing
address
where
a
claim
may
be
sent.
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c.
State
the
deadline,
which
must
not
be
fewer
than
one
1
hundred
twenty
days
after
the
written
notice
is
effective,
by
2
which
the
dissolved
corporation
shall
receive
the
claim.
3
d.
State
that
the
claim
will
be
barred
if
not
received
by
4
the
deadline.
5
3.
A
claim
against
the
dissolved
corporation
is
barred
if
6
any
of
the
following
occurs:
7
a.
A
claimant
who
was
given
written
notice
under
subsection
8
2
does
not
deliver
the
claim
to
the
dissolved
corporation
by
9
the
deadline.
10
b.
A
claimant
whose
claim
was
rejected
by
the
dissolved
11
corporation
does
not
commence
a
proceeding
to
enforce
the
claim
12
within
ninety
days
after
the
rejection
notice
is
effective.
13
4.
As
used
in
this
section,
“claim”
does
not
include
a
14
contingent
liability
or
a
claim
based
on
an
event
occurring
15
after
the
effective
date
of
dissolution.
16
Sec.
175.
Section
490.1407,
Code
2021,
is
amended
by
17
striking
the
section
and
inserting
in
lieu
thereof
the
18
following:
19
490.1407
Other
claims
against
dissolved
corporation.
20
1.
A
dissolved
corporation
may
publish
notice
of
its
21
dissolution
and
request
that
persons
with
claims
against
the
22
dissolved
corporation
present
them
in
accordance
with
the
23
notice.
24
2.
The
notice
must
meet
all
of
the
following
requirements:
25
a.
Be
published
in
compliance
with
any
of
the
following:
26
(1)
One
time
in
a
newspaper
of
general
circulation
in
the
27
county
where
the
dissolved
corporation’s
principal
office,
or,
28
if
none
in
this
state,
its
registered
office,
is
or
was
last
29
located.
30
(2)
Be
posted
conspicuously
for
at
least
thirty
days
on
the
31
dissolved
corporation’s
internet
site.
32
b.
Describe
the
information
that
must
be
included
in
a
claim
33
and
provide
a
mailing
address
where
the
claim
may
be
sent.
34
c.
State
that
a
claim
against
the
dissolved
corporation
will
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be
barred
unless
a
proceeding
to
enforce
the
claim
is
commenced
1
within
three
years
after
the
publication
of
the
notice.
2
3.
If
the
dissolved
corporation
publishes
a
notice
in
3
accordance
with
subsection
2,
the
claim
of
each
of
the
4
following
claimants
is
barred
unless
the
claimant
commences
5
a
proceeding
to
enforce
the
claim
against
the
dissolved
6
corporation
within
three
years
after
the
publication
date
of
7
the
notice:
8
a.
A
claimant
who
was
not
given
written
notice
under
section
9
490.1406.
10
b.
A
claimant
whose
claim
was
timely
sent
to
the
dissolved
11
corporation
but
not
acted
on
by
the
corporation.
12
c.
A
claimant
whose
claim
is
contingent
or
based
on
an
event
13
occurring
after
the
effective
date
of
dissolution.
14
4.
A
claim
that
is
not
barred
by
section
490.1406,
15
subsection
2,
or
subsection
3
of
this
section,
may
be
enforced
16
in
any
of
the
following
ways:
17
a.
Against
the
dissolved
corporation,
to
the
extent
of
its
18
undistributed
assets.
19
b.
Except
as
provided
in
section
490.1408,
subsection
4,
20
if
the
assets
have
been
distributed
in
liquidation,
against
21
a
shareholder
of
the
dissolved
corporation
to
the
extent
of
22
the
shareholder’s
pro
rata
share
of
the
claim
or
the
corporate
23
assets
distributed
to
the
shareholder
in
liquidation,
whichever
24
is
less,
but
a
shareholder’s
total
liability
for
all
claims
25
under
this
section
shall
not
exceed
the
total
amount
of
assets
26
distributed
to
the
shareholder
in
liquidation.
27
Sec.
176.
Section
490.1409,
Code
2021,
is
amended
by
28
striking
the
section
and
inserting
in
lieu
thereof
the
29
following:
30
490.1409
Director
duties.
31
1.
Directors
shall
cause
the
dissolved
corporation
to
32
discharge
or
make
reasonable
provision
for
the
payment
of
33
claims
and
make
distributions
in
liquidation
of
assets
to
34
shareholders
after
payment
or
provision
for
claims.
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2.
Directors
of
a
dissolved
corporation
which
has
disposed
1
of
claims
under
section
490.1406,
490.1407,
or
490.1408
shall
2
not
be
liable
for
breach
of
subsection
1
with
respect
to
claims
3
against
the
dissolved
corporation
that
are
barred
or
satisfied
4
under
section
490.1406,
490.1407,
or
490.1408.
5
Sec.
177.
Section
490.1420,
Code
2021,
is
amended
by
6
striking
the
section
and
inserting
in
lieu
thereof
the
7
following:
8
490.1420
Grounds
for
administrative
dissolution.
9
The
secretary
of
state
may
commence
a
proceeding
under
10
section
490.1421
to
dissolve
a
corporation
administratively,
11
if
any
of
the
following
apply:
12
1.
The
corporation
does
not
pay
within
sixty
days
after
they
13
are
due
any
fees,
taxes,
interest,
or
penalties
imposed
by
this
14
chapter
or
other
laws
of
this
state.
15
2.
The
corporation
does
not
deliver
its
biennial
report
16
required
by
section
490.1622
to
the
secretary
of
state
within
17
sixty
days
after
it
is
due.
18
3.
The
corporation
is
without
a
registered
agent
or
19
registered
office
in
this
state
for
sixty
days
or
more.
20
4.
The
secretary
of
state
has
not
been
notified
within
sixty
21
days
that
the
corporation’s
registered
agent
or
registered
22
office
has
been
changed,
that
its
registered
agent
has
23
resigned,
or
that
its
registered
office
has
been
discontinued.
24
5.
The
corporation’s
period
of
duration
stated
in
its
25
articles
of
incorporation
expires.
26
Sec.
178.
Section
490.1421,
Code
2021,
is
amended
by
27
striking
the
section
and
inserting
in
lieu
thereof
the
28
following:
29
490.1421
Procedure
for
and
effect
of
administrative
30
dissolution.
31
1.
If
the
secretary
of
state
determines
that
one
or
32
more
grounds
exist
under
section
490.1420
for
dissolving
a
33
corporation,
the
secretary
of
state
shall
serve
the
corporation
34
with
written
notice
of
such
determination
under
section
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490.504.
1
2.
If
the
corporation
does
not
correct
each
ground
for
2
dissolution
or
demonstrate
to
the
reasonable
satisfaction
of
3
the
secretary
of
state
that
each
ground
determined
by
the
4
secretary
of
state
does
not
exist
within
sixty
days
after
5
service
of
the
notice
under
section
490.504,
the
secretary
6
of
state
shall
administratively
dissolve
the
corporation
by
7
signing
a
certificate
of
dissolution
that
recites
the
ground
or
8
grounds
for
dissolution
and
its
effective
date.
The
secretary
9
of
state
shall
file
the
original
of
the
certificate
and
serve
a
10
copy
on
the
corporation
under
section
490.504.
11
3.
A
corporation
administratively
dissolved
continues
12
its
corporate
existence
but
shall
not
carry
on
any
business
13
except
that
necessary
to
wind
up
and
liquidate
its
business
14
and
affairs
under
section
490.1405
and
notify
claimants
under
15
sections
490.1406
and
490.1407.
16
4.
The
administrative
dissolution
of
a
corporation
does
not
17
terminate
the
authority
of
its
registered
agent.
18
Sec.
179.
Section
490.1422,
Code
2021,
is
amended
by
19
striking
the
section
and
inserting
in
lieu
thereof
the
20
following:
21
490.1422
Reinstatement
following
administrative
dissolution.
22
1.
A
corporation
administratively
dissolved
under
section
23
490.1421
may
apply
to
the
secretary
of
state
for
reinstatement
24
at
any
time
after
the
effective
date
of
dissolution.
The
25
application
must
meet
all
of
the
following
requirements:
26
a.
State
the
name
of
the
corporation
at
its
date
of
27
dissolution
and
the
effective
date
of
its
administrative
28
dissolution.
29
b.
State
that
the
ground
or
grounds
for
dissolution
either
30
did
not
exist
or
have
been
eliminated.
31
c.
If
the
application
is
received
more
than
five
years
after
32
the
effective
date
of
dissolution,
state
a
corporate
name
that
33
satisfies
the
requirements
of
section
490.401.
34
d.
State
the
federal
tax
identification
number
of
the
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corporation.
1
2.
a.
The
secretary
of
state
shall
refer
the
federal
2
tax
identification
number
contained
in
the
application
for
3
reinstatement
to
the
department
of
workforce
development.
The
4
department
shall
report
to
the
secretary
of
state
the
tax
5
status
of
the
corporation.
If
the
department
reports
to
the
6
secretary
of
state
that
a
filing
delinquency
or
liability
7
exists
against
the
corporation,
the
secretary
of
state
shall
8
not
cancel
the
certificate
of
dissolution
until
the
filing
9
delinquency
or
liability
is
satisfied.
10
b.
(1)
If
the
secretary
of
state
determines
that
the
11
application
contains
the
information
required
by
subsection
12
1,
and
that
a
delinquency
or
liability
reported
pursuant
to
13
paragraph
“a”
has
been
satisfied,
and
that
the
information
is
14
correct,
the
secretary
of
state
shall
cancel
the
certificate
15
of
dissolution
and
prepare
a
certificate
of
reinstatement
16
that
recites
the
secretary
of
state’s
determination
and
the
17
effective
date
of
reinstatement,
file
the
certificate
of
18
reinstatement,
and
deliver
a
copy
to
the
corporation
under
19
section
490.504.
20
(2)
If
the
corporate
name
in
subsection
1,
paragraph
“c”
,
is
21
different
from
the
corporate
name
in
subsection
1,
paragraph
22
“a”
,
the
certificate
of
reinstatement
shall
constitute
an
23
amendment
to
the
articles
of
incorporation
insofar
as
it
24
pertains
to
the
corporate
name.
A
corporation
shall
not
25
relinquish
the
right
to
retain
its
corporate
name
if
the
26
reinstatement
is
effective
within
five
years
of
the
effective
27
date
of
the
corporation’s
dissolution.
28
3.
When
the
reinstatement
is
effective,
it
relates
back
to
29
and
takes
effect
as
of
the
effective
date
of
the
administrative
30
dissolution
as
if
the
administrative
dissolution
had
never
31
occurred.
32
Sec.
180.
Section
490.1423,
Code
2021,
is
amended
by
33
striking
the
section
and
inserting
in
lieu
thereof
the
34
following:
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490.1423
Appeal
from
denial
of
reinstatement.
1
1.
If
the
secretary
of
state
denies
a
corporation’s
2
application
for
reinstatement
following
administrative
3
dissolution,
the
secretary
of
state
shall
serve
the
corporation
4
under
section
490.504
with
a
written
notice
that
explains
the
5
reason
or
reasons
for
denial.
6
2.
The
corporation
may
appeal
the
denial
of
reinstatement
7
to
the
district
court
of
the
county
where
the
corporation’s
8
principal
office
or,
if
none
in
this
state,
its
registered
9
office,
is
located
within
thirty
days
after
service
of
10
the
notice
of
denial
is
effected.
The
corporation
appeals
11
by
petitioning
the
court
to
set
aside
the
dissolution
and
12
attaching
to
the
petition
copies
of
the
secretary
of
state’s
13
certificate
of
dissolution,
the
corporation’s
application
for
14
reinstatement,
and
the
secretary
of
state’s
notice
of
denial.
15
3.
The
court
may
summarily
order
the
secretary
of
state
to
16
reinstate
the
dissolved
corporation
or
may
take
other
action
17
the
court
considers
appropriate.
18
4.
The
court’s
final
decision
may
be
appealed
as
in
other
19
civil
proceedings.
20
Sec.
181.
Section
490.1430,
Code
2021,
is
amended
by
21
striking
the
section
and
inserting
in
lieu
thereof
the
22
following:
23
490.1430
Grounds
for
judicial
dissolution.
24
1.
The
district
court
may
dissolve
a
corporation
in
any
of
25
the
following
ways:
26
a.
A
proceeding
by
the
attorney
general
if
it
is
established
27
that
any
of
the
following
apply:
28
(1)
The
corporation
obtained
its
articles
of
incorporation
29
through
fraud.
30
(2)
The
corporation
has
continued
to
exceed
or
abuse
the
31
authority
conferred
upon
it
by
law.
32
b.
A
proceeding
by
a
shareholder
if
it
is
established
that
33
any
of
the
following
conditions
exist:
34
(1)
The
directors
are
deadlocked
in
the
management
of
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the
corporate
affairs,
the
shareholders
are
unable
to
break
1
the
deadlock,
and
irreparable
injury
to
the
corporation
is
2
threatened
or
being
suffered,
or
the
business
and
affairs
of
3
the
corporation
can
no
longer
be
conducted
to
the
advantage
of
4
the
shareholders
generally,
because
of
the
deadlock.
5
(2)
The
directors
or
those
in
control
of
the
corporation
6
have
acted,
are
acting,
or
will
act
in
a
manner
that
is
7
illegal,
oppressive,
or
fraudulent.
8
(3)
The
shareholders
are
deadlocked
in
voting
power
and
have
9
failed,
for
a
period
that
includes
at
least
two
consecutive
10
annual
meeting
dates,
to
elect
successors
to
directors
whose
11
terms
have
expired.
12
(4)
The
corporate
assets
are
being
misapplied
or
wasted.
13
c.
A
proceeding
by
a
creditor
if
it
is
established
that
any
14
of
the
following
applies:
15
(1)
The
creditor’s
claim
has
been
reduced
to
judgment,
16
the
execution
on
the
judgment
returned
unsatisfied,
and
the
17
corporation
is
insolvent.
18
(2)
The
corporation
has
admitted
in
writing
that
the
19
creditor’s
claim
is
due
and
owing
and
the
corporation
is
20
insolvent.
21
d.
A
proceeding
by
the
corporation
to
have
its
voluntary
22
dissolution
continued
under
court
supervision.
23
e.
A
proceeding
by
a
shareholder
if
the
corporation
has
24
abandoned
its
business
and
has
failed
within
a
reasonable
time
25
to
liquidate
and
distribute
its
assets
and
dissolve.
26
2.
Subsection
1,
paragraph
“b”
,
shall
not
apply
in
the
27
case
of
a
corporation
that,
on
the
date
of
the
filing
of
the
28
proceeding,
has
a
class
or
series
of
shares
which
is
any
of
the
29
following:
30
a.
A
covered
security
under
section
18(b)(1)(A)
or
(B)
of
31
the
federal
Securities
Act
of
1933.
32
b.
Not
a
covered
security,
but
is
held
by
at
least
three
33
hundred
shareholders
and
the
shares
outstanding
have
a
market
34
value
of
at
least
twenty
million
dollars,
exclusive
of
the
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value
of
such
shares
held
by
the
corporation’s
subsidiaries,
1
senior
executives,
directors,
and
if
they
own
more
than
ten
2
percent
of
such
shares,
beneficial
shareholders,
and
voting
3
trust
beneficial
owners.
4
3.
a.
As
used
in
subsection
1,
“shareholder”
means
a
record
5
shareholder,
a
beneficial
shareholder,
and
an
unrestricted
6
voting
trust
beneficial
owner.
7
b.
As
used
in
subsection
2,
“shareholder”
means
a
record
8
shareholder,
a
beneficial
shareholder,
and
a
voting
trust
9
beneficial
owner.
10
Sec.
182.
Section
490.1431,
Code
2021,
is
amended
by
11
striking
the
section
and
inserting
in
lieu
thereof
the
12
following:
13
490.1431
Procedure
for
judicial
dissolution.
14
1.
Venue
for
a
proceeding
by
the
attorney
general
15
to
dissolve
a
corporation
lies
in
Polk
county.
Venue
16
for
a
proceeding
brought
by
any
other
party
named
in
17
section
490.1430,
subsection
1,
lies
in
the
county
where
a
18
corporation’s
principal
office
or,
if
none
in
this
state,
its
19
registered
office
is
or
was
last
located.
20
2.
It
is
not
necessary
to
make
shareholders
parties
to
a
21
proceeding
to
dissolve
a
corporation
unless
relief
is
sought
22
against
them
individually.
23
3.
A
court
in
a
proceeding
brought
to
dissolve
a
corporation
24
may
issue
injunctions,
appoint
a
receiver
or
custodian
during
25
the
proceeding
with
all
powers
and
duties
the
court
directs,
26
take
other
action
required
to
preserve
the
corporate
assets
27
wherever
located,
and
carry
on
the
business
of
the
corporation
28
until
a
full
hearing
can
be
held.
29
4.
Within
ten
days
of
the
commencement
of
a
proceeding
30
to
dissolve
a
corporation
under
section
490.1430,
subsection
31
1,
paragraph
“b”
,
the
corporation
shall
deliver
to
all
32
shareholders,
other
than
the
petitioner,
a
notice
stating
that
33
the
shareholders
are
entitled
to
avoid
the
dissolution
of
the
34
corporation
by
electing
to
purchase
the
petitioner’s
shares
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under
section
490.1434,
and
accompanied
by
a
copy
of
section
1
490.1434.
2
Sec.
183.
Section
490.1432,
Code
2021,
is
amended
by
3
striking
the
section
and
inserting
in
lieu
thereof
the
4
following:
5
490.1432
Receivership
or
custodianship.
6
1.
Unless
an
election
to
purchase
has
been
filed
under
7
section
490.1434,
a
court
in
a
judicial
proceeding
brought
to
8
dissolve
a
corporation
may
appoint
one
or
more
receivers
to
9
wind
up
and
liquidate,
or
one
or
more
custodians
to
manage,
10
the
business
and
affairs
of
the
corporation.
The
court
shall
11
hold
a
hearing,
after
notifying
all
parties
to
the
proceeding
12
and
any
interested
persons
designated
by
the
court,
before
13
appointing
a
receiver
or
custodian.
The
court
appointing
a
14
receiver
or
custodian
has
jurisdiction
over
the
corporation
and
15
all
of
its
property
wherever
located.
16
2.
The
court
may
appoint
an
individual
or
a
domestic
17
or
foreign
corporation
or
eligible
entity
as
a
receiver
or
18
custodian,
which,
if
a
foreign
corporation
or
foreign
eligible
19
entity,
must
be
registered
to
do
business
in
this
state.
The
20
court
may
require
the
receiver
or
custodian
to
post
bond,
with
21
or
without
sureties,
in
an
amount
the
court
directs.
22
3.
The
court
shall
describe
the
powers
and
duties
of
the
23
receiver
or
custodian
in
its
appointing
order,
which
may
be
24
amended
from
time
to
time.
Among
other
powers
all
of
the
25
following
apply:
26
a.
The
receiver
may
do
any
or
all
of
the
following:
27
(1)
Dispose
of
all
or
any
part
of
the
assets
of
the
28
corporation
wherever
located,
at
a
public
or
private
sale.
29
(2)
Sue
and
defend
in
the
receiver’s
own
name
as
receiver
of
30
the
corporation
in
all
courts
of
this
state.
31
b.
The
custodian
may
exercise
all
of
the
powers
of
the
32
corporation,
through
or
in
place
of
its
board
of
directors,
to
33
the
extent
necessary
to
manage
the
affairs
of
the
corporation
34
in
the
best
interests
of
its
shareholders
and
creditors.
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c.
The
receiver
or
custodian
shall
have
such
other
powers
1
and
duties
as
the
court
may
provide
in
the
appointing
order,
2
which
may
be
amended
from
time
to
time.
3
4.
The
court
during
a
receivership
may
redesignate
the
4
receiver
a
custodian
and
during
a
custodianship
may
redesignate
5
the
custodian
a
receiver.
6
5.
The
court
from
time
to
time
during
the
receivership
or
7
custodianship
may
order
compensation
paid
and
expenses
paid
or
8
reimbursed
to
the
receiver
or
custodian
from
the
assets
of
the
9
corporation
or
proceeds
from
the
sale
of
the
assets.
10
Sec.
184.
Section
490.1434,
Code
2021,
is
amended
by
11
striking
the
section
and
inserting
in
lieu
thereof
the
12
following:
13
490.1434
Election
to
purchase
in
lieu
of
dissolution.
14
1.
In
a
proceeding
under
section
490.1430,
subsection
1,
15
paragraph
“b”
,
to
dissolve
a
corporation,
the
corporation
16
may
elect
or,
if
it
fails
to
elect,
one
or
more
shareholders
17
may
elect
to
purchase
all
shares
owned
by
the
petitioning
18
shareholder
at
the
fair
value
of
the
shares.
An
election
19
pursuant
to
this
section
shall
be
irrevocable
unless
the
court
20
determines
that
it
is
equitable
to
set
aside
or
modify
the
21
election.
22
2.
An
election
to
purchase
pursuant
to
this
section
may
23
be
filed
with
the
court
at
any
time
within
ninety
days
after
24
the
filing
of
the
petition
under
section
490.1430,
subsection
25
1,
paragraph
“b”
,
or
at
such
later
time
as
the
court
in
its
26
discretion
may
allow.
If
the
election
to
purchase
is
filed
27
by
one
or
more
shareholders,
the
corporation
shall,
within
28
ten
days
thereafter,
give
written
notice
to
all
shareholders,
29
other
than
the
petitioner.
The
notice
must
state
the
name
30
and
number
of
shares
owned
by
the
petitioner
and
the
name
and
31
number
of
shares
owned
by
each
electing
shareholder
and
must
32
advise
the
recipients
of
their
right
to
join
in
the
election
to
33
purchase
shares
in
accordance
with
this
section.
Shareholders
34
who
wish
to
participate
shall
file
notice
of
their
intention
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to
join
in
the
purchase
no
later
than
thirty
days
after
1
the
effectiveness
of
the
notice
to
them.
All
shareholders
2
who
have
filed
an
election
or
notice
of
their
intention
to
3
participate
in
the
election
to
purchase
thereby
become
parties
4
to
the
proceeding
and
shall
participate
in
the
purchase
in
5
proportion
to
their
ownership
of
shares
as
of
the
date
the
6
first
election
was
filed,
unless
they
otherwise
agree
or
the
7
court
otherwise
directs.
After
an
election
has
been
filed
by
8
the
corporation
or
one
or
more
shareholders,
the
proceeding
9
under
section
490.1430,
subsection
1,
paragraph
“b”
,
shall
10
not
be
discontinued
or
settled,
nor
shall
the
petitioning
11
shareholder
sell
or
otherwise
dispose
of
the
shareholder’s
12
shares,
unless
the
court
determines
that
it
would
be
equitable
13
to
the
corporation
and
the
shareholders,
other
than
the
14
petitioner,
to
permit
such
discontinuance,
settlement,
sale,
or
15
other
disposition.
16
3.
If,
within
sixty
days
of
the
filing
of
the
first
17
election,
the
parties
reach
agreement
as
to
the
fair
value
18
and
terms
of
purchase
of
the
petitioner’s
shares,
the
court
19
shall
enter
an
order
directing
the
purchase
of
the
petitioner’s
20
shares
upon
the
terms
and
conditions
agreed
to
by
the
parties.
21
4.
If
the
parties
are
unable
to
reach
an
agreement
as
22
provided
for
in
subsection
3,
the
court,
upon
application
of
23
any
party,
shall
stay
the
proceedings
under
section
490.1430,
24
subsection
1,
paragraph
“b”
,
and
determine
the
fair
value
of
25
the
petitioner’s
shares
as
of
the
day
before
the
date
on
which
26
the
petition
under
section
490.1430,
subsection
1,
paragraph
27
“b”
,
was
filed
or
as
of
such
other
date
as
the
court
deems
28
appropriate
under
the
circumstances.
29
5.
Upon
determining
the
fair
value
of
the
shares,
the
30
court
shall
enter
an
order
directing
the
purchase
upon
such
31
terms
and
conditions
as
the
court
deems
appropriate,
which
may
32
include
payment
of
the
purchase
price
in
installments,
where
33
necessary
in
the
interests
of
equity,
provision
for
security
34
to
assure
payment
of
the
purchase
price
and
any
additional
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expenses
as
may
have
been
awarded,
and,
if
the
shares
are
to
1
be
purchased
by
shareholders,
the
allocation
of
shares
among
2
them.
In
allocating
the
petitioner’s
shares
among
holders
of
3
different
classes
or
series
of
shares,
the
court
should
attempt
4
to
preserve
the
existing
distribution
of
voting
rights
among
5
holders
of
different
classes
or
series
insofar
as
practicable
6
and
may
direct
that
holders
of
a
specific
class
or
classes
or
7
series
shall
not
participate
in
the
purchase.
Interest
may
be
8
allowed
at
the
rate
and
from
the
date
determined
by
the
court
9
to
be
equitable,
but
if
the
court
finds
that
the
refusal
of
10
the
petitioning
shareholder
to
accept
an
offer
of
payment
was
11
arbitrary
or
otherwise
not
in
good
faith,
no
interest
shall
be
12
allowed.
If
the
court
finds
that
the
petitioning
shareholder
13
had
probable
grounds
for
relief
under
section
490.1430,
14
subsection
1,
paragraph
“b”
,
subparagraph
(2)
or
(4),
it
may
15
award
expenses
to
the
petitioning
shareholder.
16
6.
Upon
entry
of
an
order
under
subsection
3
or
5,
the
17
court
shall
dismiss
the
petition
to
dissolve
the
corporation
18
under
section
490.1430,
subsection
1,
paragraph
“b”
,
and
the
19
petitioning
shareholder
shall
no
longer
have
any
rights
or
20
status
as
a
shareholder
of
the
corporation,
except
the
right
21
to
receive
the
amounts
awarded
by
the
order
of
the
court
which
22
shall
be
enforceable
in
the
same
manner
as
any
other
judgment.
23
7.
The
purchase
ordered
pursuant
to
subsection
5
shall
be
24
made
within
ten
days
after
the
date
the
order
becomes
final.
25
8.
Any
payment
by
the
corporation
pursuant
to
an
order
under
26
subsection
3
or
5,
other
than
an
award
of
expenses
pursuant
to
27
subsection
5,
is
subject
to
the
provisions
of
section
490.640.
28
Sec.
185.
Section
490.1440,
Code
2021,
is
amended
by
29
striking
the
section
and
inserting
in
lieu
thereof
the
30
following:
31
490.1440
Deposit
with
state
treasurer.
32
Assets
of
a
dissolved
corporation
that
should
be
transferred
33
to
a
creditor,
claimant,
or
shareholder
of
the
corporation
who
34
cannot
be
found
or
who
is
not
competent
to
receive
them
shall
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be
reduced
to
cash
and
deposited
with
the
treasurer
of
state
1
or
other
appropriate
state
official
for
safekeeping.
When
the
2
creditor,
claimant,
or
shareholder
furnishes
satisfactory
proof
3
of
entitlement
to
the
amount
deposited,
the
treasurer
of
state
4
or
other
appropriate
state
official
shall
pay
such
person,
or
5
the
representative
of
such
person,
that
amount.
6
Sec.
186.
Section
490.1501,
Code
2021,
is
amended
by
7
striking
the
section
and
inserting
in
lieu
thereof
the
8
following:
9
490.1501
Governing
law.
10
1.
The
law
of
the
jurisdiction
of
formation
of
a
foreign
11
corporation
governs
all
of
the
following:
12
a.
The
internal
affairs
of
the
foreign
corporation.
13
b.
The
interest
holder
liability
of
its
shareholders.
14
2.
A
foreign
corporation
is
not
precluded
from
registering
15
to
do
business
in
this
state
because
of
any
difference
between
16
the
law
of
the
foreign
corporation’s
jurisdiction
of
formation
17
and
the
law
of
this
state.
18
3.
Registration
of
a
foreign
corporation
to
do
business
in
19
this
state
does
not
permit
the
foreign
corporation
to
engage
in
20
any
business
or
affairs
or
exercise
any
power
that
a
domestic
21
corporation
cannot
lawfully
engage
in
or
exercise
in
this
22
state.
23
Sec.
187.
Section
490.1502,
Code
2021,
is
amended
by
24
striking
the
section
and
inserting
in
lieu
thereof
the
25
following:
26
490.1502
Registration
to
do
business
in
this
state.
27
1.
A
foreign
corporation
shall
not
do
business
in
this
28
state
until
it
registers
with
the
secretary
of
state
under
this
29
chapter.
30
2.
A
foreign
corporation
doing
business
in
this
state
shall
31
not
maintain
a
proceeding
in
any
court
of
this
state
until
it
32
is
registered
to
do
business
in
this
state.
33
3.
The
failure
of
a
foreign
corporation
to
register
to
34
do
business
in
this
state
does
not
impair
the
validity
of
a
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contract
or
act
of
the
foreign
corporation
or
preclude
it
from
1
defending
a
proceeding
in
this
state.
2
4.
A
limitation
on
the
liability
of
a
shareholder
or
3
director
of
a
foreign
corporation
is
not
waived
solely
because
4
the
foreign
corporation
does
business
in
this
state
without
5
registering.
6
5.
Section
490.1501,
subsection
1,
applies
even
if
a
foreign
7
corporation
fails
to
register
under
this
chapter.
8
Sec.
188.
Section
490.1503,
Code
2021,
is
amended
by
9
striking
the
section
and
inserting
in
lieu
thereof
the
10
following:
11
490.1503
Foreign
registration
statement.
12
1.
To
register
to
do
business
in
this
state,
a
foreign
13
corporation
shall
deliver
a
foreign
registration
statement
to
14
the
secretary
of
state
for
filing.
The
registration
statement
15
must
be
signed
by
the
foreign
corporation
and
state
all
of
the
16
following:
17
a.
The
corporate
name
of
the
foreign
corporation
and,
if
the
18
name
does
not
comply
with
section
490.401,
an
alternate
name
as
19
required
by
section
490.1506.
20
b.
The
foreign
corporation’s
jurisdiction
of
formation.
21
c.
The
street
and
mailing
addresses
of
the
foreign
22
corporation’s
principal
office
and,
if
the
law
of
the
foreign
23
corporation’s
jurisdiction
of
formation
requires
the
foreign
24
corporation
to
maintain
an
office
in
that
jurisdiction,
the
25
street
and
mailing
addresses
of
that
office.
26
d.
The
street
and
mailing
addresses
of
the
foreign
27
corporation’s
registered
office
in
this
state
and
the
name
of
28
its
registered
agent
at
that
office.
29
e.
The
names
and
business
addresses
of
its
directors
and
30
principal
officers.
31
2.
The
foreign
corporation
shall
deliver
the
completed
32
foreign
registration
statement
to
the
secretary
of
state,
33
and
also
deliver
to
the
secretary
of
state
a
certificate
of
34
existence
or
a
document
of
similar
import
duly
authenticated
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by
the
secretary
of
state
or
other
official
having
custody
of
1
corporate
records
in
the
state
or
country
under
whose
law
it
is
2
incorporated
which
is
dated
no
earlier
than
ninety
days
prior
3
to
the
date
the
application
is
filed
by
the
secretary
of
state.
4
Sec.
189.
Section
490.1504,
Code
2021,
is
amended
by
5
striking
the
section
and
inserting
in
lieu
thereof
the
6
following:
7
490.1504
Amendment
of
foreign
registration
statement.
8
A
registered
foreign
corporation
shall
sign
and
deliver
to
9
the
secretary
of
state
for
filing
an
amendment
to
its
foreign
10
registration
statement
if
there
is
a
change
in
any
of
the
11
following:
12
1.
Its
name
or
alternate
name.
13
2.
Its
jurisdiction
of
formation,
unless
its
registration
14
is
deemed
to
have
been
withdrawn
under
section
490.1508
or
15
transferred
under
section
490.1510.
16
3.
An
address
required
by
section
490.1503,
subsection
1,
17
paragraph
“c”
.
18
Sec.
190.
Section
490.1505,
Code
2021,
is
amended
by
19
striking
the
section
and
inserting
in
lieu
thereof
the
20
following:
21
490.1505
Activities
not
constituting
doing
business.
22
1.
Activities
of
a
foreign
corporation
that
do
not
23
constitute
doing
business
in
this
state
for
purposes
of
this
24
subchapter
include
all
of
the
following:
25
a.
Maintaining,
defending,
mediating,
arbitrating,
or
26
settling
a
proceeding.
27
b.
Carrying
on
any
activity
concerning
the
internal
affairs
28
of
the
foreign
corporation,
including
holding
meetings
of
its
29
shareholders
or
board
of
directors.
30
c.
Maintaining
accounts
in
financial
institutions.
31
d.
Maintaining
offices
or
agencies
for
the
transfer,
32
exchange,
and
registration
of
securities
of
the
foreign
33
corporation
or
maintaining
trustees
or
depositories
with
34
respect
to
those
securities.
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e.
Selling
through
independent
contractors.
1
f.
Soliciting
or
obtaining
orders
by
any
means
if
the
2
orders
require
acceptance
outside
this
state
before
they
become
3
contracts.
4
g.
Creating
or
acquiring
indebtedness,
mortgages,
or
5
security
interests
in
property.
6
h.
Securing
or
collecting
debts
or
enforcing
mortgages
or
7
security
interests
in
property
securing
the
debts,
and
holding,
8
protecting,
or
maintaining
property
so
acquired.
9
i.
Conducting
an
isolated
transaction
that
is
not
in
the
10
course
of
similar
transactions.
11
j.
Owning,
protecting,
and
maintaining
property.
12
k.
Doing
business
in
interstate
commerce.
13
2.
This
section
does
not
apply
in
determining
the
contacts
14
or
activities
that
may
subject
a
foreign
corporation
to
service
15
of
process,
taxation,
or
regulation
under
the
laws
of
this
16
state
other
than
this
chapter.
17
Sec.
191.
Section
490.1506,
Code
2021,
is
amended
by
18
striking
the
section
and
inserting
in
lieu
thereof
the
19
following:
20
490.1506
Noncomplying
name
of
foreign
corporation.
21
1.
A
foreign
corporation
whose
name
does
not
comply
with
22
section
490.401
shall
not
register
to
do
business
in
this
state
23
until
it
adopts,
for
the
purpose
of
doing
business
in
this
24
state,
an
alternate
name
that
complies
with
section
490.401
by
25
filing
a
foreign
registration
statement
under
section
490.1503,
26
or
if
applicable,
a
transfer
of
registration
statement
under
27
section
490.1510,
setting
forth
that
alternate
name.
After
28
registering
to
do
business
in
this
state
with
an
alternate
29
name,
a
foreign
corporation
shall
do
business
in
this
state
30
under
any
of
the
following:
31
a.
The
alternate
name.
32
b.
The
foreign
corporation’s
name,
with
the
addition
of
its
33
jurisdiction
of
formation.
34
2.
If
a
registered
foreign
corporation
changes
its
name
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after
registration
to
a
name
that
does
not
comply
with
section
1
490.401,
it
shall
not
do
business
in
this
state
until
it
2
complies
with
subsection
1
by
amending
its
registration
3
statement
to
adopt
an
alternate
name
that
complies
with
section
4
490.401.
5
Sec.
192.
Section
490.1507,
Code
2021,
is
amended
by
6
striking
the
section
and
inserting
in
lieu
thereof
the
7
following:
8
490.1507
Withdrawal
of
registration
of
registered
foreign
9
corporation.
10
1.
A
registered
foreign
corporation
may
withdraw
its
11
registration
by
delivering
a
statement
of
withdrawal
to
the
12
secretary
of
state
for
filing.
The
statement
of
withdrawal
13
must
be
signed
by
the
foreign
corporation
and
state
all
of
the
14
following:
15
a.
The
name
of
the
foreign
corporation
and
its
jurisdiction
16
of
formation.
17
b.
That
the
foreign
corporation
is
not
doing
business
18
in
this
state
and
that
it
withdraws
its
registration
to
do
19
business
in
this
state.
20
c.
That
the
foreign
corporation
revokes
the
authority
of
its
21
registered
agent
in
this
state.
22
d.
An
address
to
which
process
on
the
foreign
corporation
23
may
be
sent
by
the
secretary
of
state
under
section
490.504,
24
subsection
3.
25
2.
After
the
withdrawal
of
the
registration
of
a
foreign
26
corporation,
service
of
process
in
any
proceeding
based
on
27
a
cause
of
action
arising
during
the
time
the
entity
was
28
registered
to
do
business
in
this
state
may
be
made
as
provided
29
in
section
490.504.
30
Sec.
193.
Section
490.1508,
Code
2021,
is
amended
by
31
striking
the
section
and
inserting
in
lieu
thereof
the
32
following:
33
490.1508
Deemed
withdrawal
upon
domestication
or
conversion
34
to
certain
domestic
entities.
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A
registered
foreign
corporation
that
domesticates
to
1
a
domestic
business
corporation
or
converts
to
a
domestic
2
nonprofit
corporation
or
any
type
of
domestic
filing
entity
or
3
to
a
domestic
limited
liability
partnership
is
deemed
to
have
4
withdrawn
its
registration
on
the
effectiveness
of
such
event.
5
Sec.
194.
Section
490.1509,
Code
2021,
is
amended
by
6
striking
the
section
and
inserting
in
lieu
thereof
the
7
following:
8
490.1509
Withdrawal
upon
dissolution
or
conversion
to
certain
9
nonfiling
entities.
10
1.
A
registered
foreign
corporation
that
has
dissolved
and
11
completed
winding
up
or
has
converted
to
a
domestic
or
foreign
12
nonfiling
entity
other
than
a
limited
liability
partnership
13
shall
deliver
to
the
secretary
of
state
for
filing
a
statement
14
of
withdrawal.
The
statement
must
be
signed
by
the
dissolved
15
corporation
or
the
converted
domestic
or
foreign
nonfiling
16
entity
and
state:
17
a.
In
the
case
of
a
foreign
corporation
that
has
completed
18
winding
up
all
of
the
following:
19
(1)
Its
name
and
jurisdiction
of
formation.
20
(2)
That
the
foreign
corporation
withdraws
its
registration
21
to
do
business
in
this
state
and
revokes
the
authority
of
its
22
registered
agent
to
accept
service
on
its
behalf.
23
(3)
An
address
to
which
process
on
the
foreign
corporation
24
may
be
sent
by
the
secretary
of
state
under
section
490.504,
25
subsection
3.
26
b.
In
the
case
of
a
foreign
corporation
that
has
converted
27
to
a
domestic
or
foreign
nonfiling
entity
other
than
a
limited
28
liability
partnership
all
of
the
following:
29
(1)
The
name
of
the
converting
foreign
corporation
and
its
30
jurisdiction
of
formation.
31
(2)
The
type
of
the
nonfiling
entity
to
which
it
has
32
converted
and
its
name
and
jurisdiction
of
formation.
33
(3)
That
it
withdraws
its
registration
to
do
business
in
34
this
state
and
revokes
the
authority
of
its
registered
agent
to
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accept
service
on
its
behalf.
1
(4)
An
address
to
which
process
on
the
foreign
corporation
2
may
be
sent
by
the
secretary
of
state
under
section
490.504,
3
subsection
3.
4
2.
After
the
withdrawal
of
the
registration
of
a
foreign
5
corporation,
service
of
process
in
any
proceeding
based
on
6
a
cause
of
action
arising
during
the
time
the
entity
was
7
registered
to
do
business
in
this
state
may
be
made
as
provided
8
in
section
490.504.
9
Sec.
195.
Section
490.1510,
Code
2021,
is
amended
by
10
striking
the
section
and
inserting
in
lieu
thereof
the
11
following:
12
490.1510
Transfer
of
registration.
13
1.
If
a
registered
foreign
corporation
merges
into
a
14
nonregistered
foreign
corporation
or
converts
to
a
foreign
15
corporation
required
to
register
with
the
secretary
of
state
16
to
do
business
in
this
state,
the
foreign
corporation
shall
17
deliver
to
the
secretary
of
state
for
filing
a
transfer
18
of
registration
statement.
The
transfer
of
registration
19
statement
must
be
signed
by
the
surviving
or
converted
foreign
20
corporation
and
state
all
of
the
following:
21
a.
The
name
of
the
registered
foreign
corporation
and
its
22
jurisdiction
of
formation
before
the
merger
or
conversion.
23
b.
The
name
of
the
surviving
or
converted
foreign
24
corporation
and
its
jurisdiction
of
formation
after
the
25
merger
or
conversion
and,
if
the
name
does
not
comply
with
26
section
490.401,
an
alternate
name
adopted
pursuant
to
section
27
490.1506.
28
c.
All
of
the
following
information
regarding
the
29
surviving
or
converted
foreign
corporation
after
the
merger
or
30
conversion:
31
(1)
The
street
and
mailing
addresses
of
the
principal
32
office
of
the
foreign
corporation
and,
if
the
law
of
the
33
foreign
corporation’s
jurisdiction
of
formation
requires
it
to
34
maintain
an
office
in
that
jurisdiction,
the
street
and
mailing
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addresses
of
that
office.
1
(2)
The
street
and
mailing
addresses
of
the
foreign
2
corporation’s
registered
office
in
this
state
and
the
name
of
3
its
registered
agent
at
that
office.
4
2.
On
the
effective
date
of
a
transfer
of
registration
5
statement
as
determined
in
accordance
with
section
490.123,
6
the
registration
of
the
registered
foreign
corporation
to
do
7
business
in
this
state
is
transferred
without
interruption
to
8
the
foreign
corporation
into
which
it
has
merged
or
to
which
9
it
has
been
converted.
10
Sec.
196.
NEW
SECTION
.
490.1511
Administrative
termination
11
of
registration.
12
1.
The
secretary
of
state
may
terminate
the
registration
13
of
a
registered
foreign
corporation
in
the
manner
provided
in
14
subsections
2
and
3,
if
any
of
the
following
applies:
15
a.
The
foreign
corporation
does
not
pay
within
sixty
days
16
after
they
are
due
any
fees,
taxes,
interest,
or
penalties
17
imposed
by
this
chapter
or
other
laws
of
this
state.
18
b.
The
foreign
corporation
does
not
deliver
its
biennial
19
report
to
the
secretary
of
state
within
sixty
days
after
it
is
20
due.
21
c.
The
foreign
corporation
is
without
a
registered
agent
or
22
registered
office
in
this
state
for
sixty
days
or
more.
23
d.
The
secretary
of
state
has
not
been
notified
within
24
sixty
days
that
the
foreign
corporation’s
registered
agent
25
or
registered
office
has
been
changed,
that
its
registered
26
agent
has
resigned,
or
that
its
registered
office
has
been
27
discontinued.
28
2.
The
secretary
of
state
may
terminate
the
registration
of
29
a
registered
foreign
corporation
by
doing
all
of
the
following:
30
a.
Filing
a
certificate
of
termination.
31
b.
Delivering
a
copy
of
the
certificate
of
termination
to
32
the
foreign
corporation’s
registered
agent
or,
if
the
foreign
33
corporation
does
not
have
a
registered
agent,
to
the
foreign
34
corporation’s
principal
office.
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3.
The
certificate
of
termination
must
state
all
of
the
1
following:
2
a.
The
effective
date
of
the
termination,
which
must
be
3
not
less
than
sixty
days
after
the
secretary
of
state
delivers
4
the
copy
of
the
certificate
of
termination
as
prescribed
in
5
subsection
2,
paragraph
“b”
.
6
b.
The
grounds
for
termination
under
subsection
1.
7
4.
The
registration
of
a
registered
foreign
corporation
8
to
do
business
in
this
state
ceases
on
the
effective
date
9
of
the
termination
as
set
forth
in
the
certificate
of
10
termination,
unless
before
that
date
the
foreign
corporation
11
cures
each
ground
for
termination
stated
in
the
certificate
of
12
termination.
If
the
foreign
corporation
cures
each
ground,
the
13
secretary
of
state
shall
file
a
statement
that
the
certificate
14
of
termination
is
withdrawn.
15
5.
After
the
effective
date
of
the
termination
as
set
forth
16
in
the
certificate
of
termination,
service
of
process
in
any
17
proceeding
based
on
a
cause
of
action
arising
during
the
time
18
the
entity
was
registered
to
do
business
in
this
state
may
be
19
made
as
provided
in
section
490.504.
20
Sec.
197.
NEW
SECTION
.
490.1512
Action
by
attorney
general.
21
The
attorney
general
may
maintain
an
action
to
enjoin
a
22
foreign
corporation
from
doing
business
in
this
state
in
23
violation
of
this
chapter.
24
Sec.
198.
Section
490.1601,
Code
2021,
is
amended
by
25
striking
the
section
and
inserting
in
lieu
thereof
the
26
following:
27
490.1601
Corporate
records.
28
1.
A
corporation
shall
maintain
all
of
the
following
29
records:
30
a.
Its
articles
of
incorporation
as
currently
in
effect.
31
b.
Any
notices
to
shareholders
referred
to
in
section
32
490.120,
subsection
11,
paragraph
“e”
,
specifying
facts
33
on
which
a
filed
document
is
dependent
if
those
facts
are
34
not
included
in
the
articles
of
incorporation
or
otherwise
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available
as
specified
in
section
490.120,
subsection
11,
1
paragraph
“e”
.
2
c.
Its
bylaws
as
currently
in
effect.
3
d.
All
written
communications
within
the
past
three
years
to
4
shareholders
generally.
5
e.
Minutes
of
all
meetings
of,
and
records
of
all
actions
6
taken
without
a
meeting
by,
its
shareholders,
its
board
of
7
directors,
and
board
committees
established
under
section
8
490.825.
9
f.
A
list
of
the
names
and
business
addresses
of
its
current
10
directors
and
officers.
11
g.
Its
most
recent
biennial
report
delivered
to
the
12
secretary
of
state
under
section
490.1622.
13
2.
A
corporation
shall
maintain
all
annual
financial
14
statements
prepared
for
the
corporation
for
its
last
three
15
fiscal
years,
or
such
shorter
period
of
existence,
and
16
any
audit
or
other
reports
with
respect
to
such
financial
17
statements.
18
3.
A
corporation
shall
maintain
accounting
records
in
a
form
19
that
permits
preparation
of
its
financial
statements.
20
4.
A
corporation
shall
maintain
a
record
of
its
current
21
shareholders
in
alphabetical
order
by
class
or
series
of
shares
22
showing
the
address
of,
and
the
number
and
class
or
series
of
23
shares
held
by,
each
shareholder.
Nothing
contained
in
this
24
subsection
shall
require
the
corporation
to
include
in
such
25
record
the
electronic
mail
address
or
other
electronic
contact
26
information
of
a
shareholder.
27
5.
A
corporation
shall
maintain
the
records
specified
in
28
this
section
in
a
manner
so
that
they
may
be
made
available
for
29
inspection
within
a
reasonable
time.
30
Sec.
199.
Section
490.1602,
Code
2021,
is
amended
by
31
striking
the
section
and
inserting
in
lieu
thereof
the
32
following:
33
490.1602
Inspection
rights
of
shareholders.
34
1.
A
shareholder
of
a
corporation
is
entitled
to
inspect
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and
copy,
during
regular
business
hours
at
the
corporation’s
1
principal
office,
any
of
the
records
of
the
corporation
2
described
in
section
490.1601,
subsection
1,
excluding
minutes
3
of
meetings
of,
and
records
of
actions
taken
without
a
meeting
4
by,
the
corporation’s
board
of
directors
and
board
committees
5
established
under
section
490.825,
if
the
shareholder
gives
6
the
corporation
a
signed
written
notice
of
the
shareholder’s
7
demand
at
least
five
business
days
before
the
date
on
which
the
8
shareholder
wishes
to
inspect
and
copy.
9
2.
A
shareholder
of
a
corporation
is
entitled
to
inspect
and
10
copy,
during
regular
business
hours
at
a
reasonable
location
11
specified
by
the
corporation,
any
of
the
following
records
of
12
the
corporation
if
the
shareholder
meets
the
requirements
of
13
subsection
3
and
gives
the
corporation
a
signed
written
notice
14
of
the
shareholder’s
demand
at
least
five
business
days
before
15
the
date
on
which
the
shareholder
wishes
to
inspect
and
copy
16
any
of
the
following:
17
a.
The
financial
statements
of
the
corporation
maintained
in
18
accordance
with
section
490.1601,
subsection
2.
19
b.
Accounting
records
of
the
corporation.
20
c.
Excerpts
from
minutes
of
any
meeting
of,
or
records
of
21
any
actions
taken
without
a
meeting
by,
the
corporation’s
board
22
of
directors
and
board
committees
maintained
in
accordance
with
23
section
490.1601,
subsection
1.
24
d.
The
record
of
shareholders
maintained
in
accordance
with
25
section
490.1601,
subsection
4.
26
3.
A
shareholder
may
inspect
and
copy
the
records
described
27
in
subsection
2
only
if
all
of
the
following
apply:
28
a.
The
shareholder’s
demand
is
made
in
good
faith
and
for
29
a
proper
purpose.
30
b.
The
shareholder’s
demand
describes
with
reasonable
31
particularity
the
shareholder’s
purpose
and
the
records
the
32
shareholder
desires
to
inspect.
33
c.
The
records
are
directly
connected
with
the
shareholder’s
34
purpose.
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4.
The
corporation
may
impose
reasonable
restrictions
on
1
the
confidentiality,
use,
or
distribution
of
records
described
2
in
subsection
2.
3
5.
For
any
meeting
of
shareholders
for
which
the
record
date
4
for
determining
shareholders
entitled
to
vote
at
the
meeting
5
is
different
from
the
record
date
for
notice
of
the
meeting,
6
any
person
who
becomes
a
shareholder
subsequent
to
the
record
7
date
for
notice
of
the
meeting
and
is
entitled
to
vote
at
8
the
meeting
is
entitled
to
obtain
from
the
corporation
upon
9
request
the
notice
and
any
other
information
provided
by
the
10
corporation
to
shareholders
in
connection
with
the
meeting,
11
unless
the
corporation
has
made
such
information
generally
12
available
to
shareholders
by
posting
it
on
its
internet
site
or
13
by
other
generally
recognized
means.
Failure
of
a
corporation
14
to
provide
such
information
does
not
affect
the
validity
of
15
action
taken
at
the
meeting.
16
6.
The
right
of
inspection
granted
by
this
section
shall
17
not
be
abolished
or
limited
by
a
corporation’s
articles
of
18
incorporation
or
bylaws.
19
7.
This
section
does
not
affect
any
of
the
following:
20
a.
The
right
of
a
shareholder
to
inspect
records
under
21
section
490.720
or,
if
the
shareholder
is
in
litigation
with
22
the
corporation,
to
the
same
extent
as
any
other
litigant.
23
b.
The
power
of
a
court,
independently
of
this
chapter,
24
to
compel
the
production
of
corporate
records
for
examination
25
and
to
impose
reasonable
restrictions
as
provided
in
section
26
490.1604,
subsection
3,
provided
that,
in
the
case
of
27
production
of
records
described
in
subsection
2,
at
the
request
28
of
a
shareholder,
the
shareholder
has
met
the
requirements
of
29
subsection
3.
30
8.
As
used
in
this
section,
“shareholder”
means
a
record
31
shareholder,
a
beneficial
shareholder,
and
an
unrestricted
32
voting
trust
beneficial
owner.
33
Sec.
200.
Section
490.1603,
Code
2021,
is
amended
by
34
striking
the
section
and
inserting
in
lieu
thereof
the
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following:
1
490.1603
Scope
of
inspection
right.
2
1.
A
shareholder
may
appoint
an
agent
or
attorney
to
3
exercise
the
shareholder’s
inspection
and
copying
rights
under
4
section
490.1602.
5
2.
The
corporation
may,
if
reasonable,
satisfy
the
right
6
of
a
shareholder
to
copy
records
under
section
490.1602
by
7
furnishing
to
the
shareholder
copies
by
photocopy
or
other
8
means
chosen
by
the
corporation,
including
furnishing
copies
9
through
an
electronic
transmission.
10
3.
The
corporation
may
comply
at
its
expense
with
a
11
shareholder’s
demand
to
inspect
the
record
of
shareholders
12
under
section
490.1602,
subsection
2,
paragraph
“d”
,
by
13
providing
the
shareholder
with
a
list
of
shareholders
that
was
14
compiled
no
earlier
than
the
date
of
the
shareholder’s
demand.
15
4.
The
corporation
may
impose
a
reasonable
charge
to
cover
16
the
costs
of
providing
copies
of
documents
to
the
shareholder,
17
which
may
be
based
on
an
estimate
of
such
costs.
18
Sec.
201.
Section
490.1604,
Code
2021,
is
amended
by
19
striking
the
section
and
inserting
in
lieu
thereof
the
20
following:
21
490.1604
Court-ordered
inspection.
22
1.
If
a
corporation
does
not
allow
a
shareholder
who
23
complies
with
section
490.1602,
subsection
1,
to
inspect
and
24
copy
any
records
required
by
that
section
to
be
available
25
for
inspection,
the
district
court
of
the
county
where
the
26
corporation’s
principal
office
or,
if
none
in
this
state,
its
27
registered
office,
is
located,
may
summarily
order
inspection
28
and
copying
of
the
records
demanded
at
the
corporation’s
29
expense
upon
application
of
the
shareholder.
30
2.
If
a
corporation
does
not
within
a
reasonable
time
allow
31
a
shareholder
who
complies
with
section
490.1602,
subsection
32
2,
to
inspect
and
copy
the
records
required
by
that
section,
33
the
shareholder
who
complies
with
section
490.1602,
subsection
34
3,
may
apply
to
the
district
court
in
the
county
where
the
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corporation’s
principal
office
or,
if
none
in
this
state,
its
1
registered
office,
is
located
for
an
order
to
permit
inspection
2
and
copying
of
the
records
demanded.
The
court
shall
dispose
3
of
an
application
under
this
subsection
on
an
expedited
basis.
4
3.
If
the
court
orders
inspection
and
copying
of
the
5
records
demanded
under
section
490.1602,
subsection
2,
it
6
may
impose
reasonable
restrictions
on
their
confidentiality,
7
use,
or
distribution
by
the
demanding
shareholder
and
it
8
shall
also
order
the
corporation
to
pay
the
shareholder’s
9
expenses
incurred
to
obtain
the
order,
unless
the
corporation
10
establishes
that
it
refused
inspection
in
good
faith
because
11
of
any
of
the
following:
12
a.
The
corporation
had
a
reasonable
basis
for
doubt
about
13
the
right
of
the
shareholder
to
inspect
the
records
demanded.
14
b.
The
corporation
required
reasonable
restrictions
on
the
15
confidentiality,
use,
or
distribution
of
the
records
demanded
16
to
which
the
demanding
shareholder
had
been
unwilling
to
agree.
17
Sec.
202.
Section
490.1605,
Code
2021,
is
amended
by
18
striking
the
section
and
inserting
in
lieu
thereof
the
19
following:
20
490.1605
Inspection
of
records
by
directors.
21
1.
A
director
of
a
corporation
is
entitled
to
inspect
and
22
copy
the
books,
records,
and
documents
of
the
corporation
at
23
any
reasonable
time
to
the
extent
reasonably
related
to
the
24
performance
of
the
director’s
duties
as
a
director,
including
25
duties
as
a
member
of
a
board
committee,
but
not
for
any
other
26
purpose
or
in
any
manner
that
would
violate
any
duty
to
the
27
corporation.
28
2.
The
district
court
of
the
county
where
the
corporation’s
29
principal
office,
or
if
none
in
this
state,
its
registered
30
office,
is
located
may
order
inspection
and
copying
of
the
31
books,
records,
and
documents
at
the
corporation’s
expense,
32
upon
application
of
a
director
who
has
been
refused
such
33
inspection
rights,
unless
the
corporation
establishes
that
the
34
director
is
not
entitled
to
such
inspection
rights.
The
court
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shall
dispose
of
an
application
under
this
subsection
on
an
1
expedited
basis.
2
3.
If
an
order
is
issued,
the
court
may
include
provisions
3
protecting
the
corporation
from
undue
burden
or
expense,
and
4
prohibiting
the
director
from
using
information
obtained
upon
5
exercise
of
the
inspection
rights
in
a
manner
that
would
6
violate
a
duty
to
the
corporation,
and
may
also
order
the
7
corporation
to
reimburse
the
director
for
the
director’s
8
expenses
incurred
in
connection
with
the
application.
9
Sec.
203.
Section
490.1620,
Code
2021,
is
amended
by
10
striking
the
section
and
inserting
in
lieu
thereof
the
11
following:
12
490.1620
Financial
statements
for
shareholders.
13
1.
Upon
the
written
request
of
a
shareholder,
a
corporation
14
shall
deliver
or
make
available
to
such
requesting
shareholder
15
by
posting
on
its
internet
site
or
by
other
generally
16
recognized
means
annual
financial
statements
for
the
most
17
recent
fiscal
year
of
the
corporation
for
which
annual
18
financial
statements
have
been
prepared
for
the
corporation.
19
If
financial
statements
have
been
prepared
for
the
corporation
20
on
the
basis
of
generally
accepted
accounting
principles
21
for
such
specified
period,
the
corporation
shall
deliver
or
22
make
available
such
financial
statements
to
the
requesting
23
shareholder.
If
the
annual
financial
statements
to
be
24
delivered
or
made
available
to
the
requesting
shareholder
are
25
audited
or
otherwise
reported
upon
by
a
public
accountant,
26
the
report
shall
also
be
delivered
or
made
available
to
the
27
requesting
shareholder.
28
2.
A
corporation
shall
deliver,
or
make
available
and
29
provide
written
notice
of
availability
of,
the
financial
30
statements
required
under
subsection
1
to
the
requesting
31
shareholder
within
five
business
days
of
delivery
of
such
32
written
request
to
the
corporation.
33
3.
A
corporation
may
fulfill
its
responsibilities
under
34
this
section
by
delivering
the
specified
financial
statements,
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or
otherwise
making
them
available,
in
any
manner
permitted
by
1
the
applicable
rules
and
regulations
of
the
federal
securities
2
and
exchange
commission.
3
4.
Notwithstanding
the
provisions
of
subsections
1,
2,
and
4
3,
all
of
the
following
apply:
5
a.
As
a
condition
to
delivering
or
making
available
6
financial
statements
to
a
requesting
shareholder,
the
7
corporation
may
require
the
requesting
shareholder
to
agree
8
to
reasonable
restrictions
on
the
confidentiality,
use,
and
9
distribution
of
such
financial
statements.
10
b.
The
corporation
may,
if
it
reasonably
determines
that
the
11
shareholder’s
request
is
not
made
in
good
faith
or
for
a
proper
12
purpose,
decline
to
deliver
or
make
available
such
financial
13
statements
to
that
shareholder.
14
5.
If
a
corporation
does
not
respond
to
a
shareholder’s
15
request
for
annual
financial
statements
pursuant
to
this
16
section
in
accordance
with
subsection
2
within
five
business
17
days
of
delivery
of
such
request
to
the
corporation
all
of
the
18
following
shall
apply:
19
a.
The
requesting
shareholder
may
apply
to
the
district
20
court
of
the
county
where
the
corporation’s
principal
21
office,
or
if
none
in
this
state,
its
registered
office,
is
22
located
for
an
order
requiring
delivery
of
or
access
to
the
23
requested
financial
statements.
The
court
shall
dispose
of
an
24
application
under
this
subsection
on
an
expedited
basis.
25
b.
If
the
court
orders
delivery
or
access
to
the
requested
26
financial
statements,
it
may
impose
reasonable
restrictions
on
27
their
confidentiality,
use,
or
distribution.
28
c.
In
such
proceeding,
if
the
corporation
has
declined
to
29
deliver
or
make
available
such
financial
statements
because
30
the
shareholder
had
been
unwilling
to
agree
to
restrictions
31
proposed
by
the
corporation
on
the
confidentiality,
use,
and
32
distribution
of
such
financial
statements,
the
corporation
33
shall
have
the
burden
of
demonstrating
that
the
restrictions
34
proposed
by
the
corporation
were
reasonable.
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d.
In
such
proceeding,
if
the
corporation
has
declined
to
1
deliver
or
make
available
such
financial
statements
pursuant
2
to
subsection
4,
paragraph
“b”
,
the
corporation
shall
have
the
3
burden
of
demonstrating
that
it
had
reasonably
determined
that
4
the
shareholder’s
request
was
not
made
in
good
faith
or
for
a
5
proper
purpose.
6
e.
If
the
court
orders
delivery
or
access
to
the
requested
7
financial
statements
it
shall
order
the
corporation
to
pay
the
8
shareholder’s
expenses
incurred
to
obtain
such
order
unless
9
the
corporation
establishes
that
it
had
refused
delivery
or
10
access
to
the
requested
financial
statements
because
the
11
shareholder
had
refused
to
agree
to
reasonable
restrictions
12
on
the
confidentiality,
use,
or
distribution
of
the
financial
13
statements
or
that
the
corporation
had
reasonably
determined
14
that
the
shareholder’s
request
was
not
made
in
good
faith
or
15
for
a
proper
purpose.
16
Sec.
204.
Section
490.1622,
Code
2021,
is
amended
by
17
striking
the
section
and
inserting
in
lieu
thereof
the
18
following:
19
490.1622
Biennial
report
for
secretary
of
state.
20
1.
Each
domestic
corporation
shall
deliver
to
the
secretary
21
of
state
for
filing
a
biennial
report
that
sets
forth
all
of
22
the
following:
23
a.
The
name
of
the
corporation.
24
b.
The
street
and
mailing
addresses
of
its
registered
office
25
and
the
name
of
its
registered
agent
at
that
office
in
this
26
state.
27
c.
The
street
and
mailing
addresses
of
its
principal
office.
28
d.
The
names
and
business
addresses
of
the
president,
29
secretary,
treasurer,
and
one
of
the
board
of
directors.
30
2.
Each
foreign
corporation
registered
to
do
business
in
31
this
state
shall
deliver
to
the
secretary
of
state
for
filing
a
32
biennial
report
that
sets
forth
all
of
the
following:
33
a.
The
name
of
the
foreign
corporation
and,
if
the
name
does
34
not
comply
with
section
490.401,
an
alternate
name
as
required
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by
section
490.1506.
1
b.
The
foreign
corporation’s
jurisdiction
of
formation.
2
c.
The
street
and
mailing
addresses
of
the
foreign
3
corporation’s
principal
office
and,
if
the
law
of
the
foreign
4
corporation’s
jurisdiction
of
formation
requires
the
foreign
5
corporation
to
maintain
an
office
in
that
jurisdiction,
the
6
street
and
mailing
addresses
of
that
office.
7
d.
The
street
and
mailing
addresses
of
the
foreign
8
corporation’s
registered
office
in
this
state
and
the
name
of
9
its
registered
agent
at
that
office.
10
e.
The
names
and
business
addresses
of
the
president,
11
secretary,
treasurer,
and
one
of
the
board
of
directors.
12
3.
Information
in
the
biennial
report
must
be
current
as
13
of
the
date
the
biennial
report
is
signed
on
behalf
of
the
14
corporation.
The
report
shall
be
executed
on
behalf
of
the
15
corporation
and
signed
as
provided
in
section
490.120
or
by
16
any
other
person
authorized
by
the
board
of
directors
of
the
17
corporation.
18
4.
The
first
biennial
report
shall
be
delivered
to
the
19
secretary
of
state
between
January
1
and
April
1
of
the
first
20
even-numbered
year
following
the
calendar
year
in
which
a
21
domestic
corporation
was
incorporated
or
a
foreign
corporation
22
was
authorized
to
transact
business.
Subsequent
biennial
23
reports
must
be
delivered
to
the
secretary
of
state
between
24
January
1
and
April
1
of
the
following
even-numbered
calendar
25
years.
For
purposes
of
this
section,
each
biennial
report
26
shall
contain
information
related
to
the
two-year
period
27
immediately
preceding
the
calendar
year
in
which
the
report
is
28
filed.
29
5.
If
a
biennial
report
does
not
contain
the
information
30
required
by
this
section,
the
secretary
of
state
shall
promptly
31
notify
the
reporting
domestic
or
foreign
corporation
in
writing
32
and
return
the
report
to
it
for
correction.
If
the
report
is
33
corrected
to
contain
the
information
required
by
this
section
34
and
delivered
to
the
secretary
of
state
within
thirty
days
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after
the
notice
from
the
secretary
of
state
becomes
effective
1
as
determined
in
accordance
with
section
490.141,
it
is
deemed
2
to
be
timely
filed.
3
6.
The
secretary
of
state
may
provide
for
the
change
of
4
registered
office
or
registered
agent
on
the
form
prescribed
by
5
the
secretary
of
state
for
the
biennial
report,
provided
that
6
the
form
contains
the
information
required
in
section
490.502.
7
If
the
secretary
of
state
determines
that
a
biennial
report
8
does
not
contain
the
information
required
by
this
section
but
9
otherwise
meets
the
requirements
of
section
490.502
for
the
10
purpose
of
changing
the
registered
office
or
registered
agent,
11
the
secretary
of
state
shall
file
the
statement
of
change
of
12
registered
office
or
registered
agent,
effective
as
provided
in
13
section
490.123,
before
returning
the
biennial
report
to
the
14
corporation
as
provided
in
this
section.
A
statement
of
change
15
of
registered
office
or
agent
pursuant
to
this
subsection
shall
16
be
executed
by
a
person
authorized
to
execute
the
biennial
17
report.
18
Sec.
205.
Section
490.1701,
Code
2021,
is
amended
by
19
striking
the
section
and
inserting
in
lieu
thereof
the
20
following:
21
490.1701
Application
of
subchapter
——
definitions.
22
1.
If
a
corporation
elects
to
become
a
benefit
corporation
23
under
this
subchapter
in
the
manner
prescribed
in
this
24
subchapter,
it
is
subject
in
all
respects
to
the
provisions
25
of
this
chapter,
except
to
the
extent
this
subchapter
imposes
26
additional
or
different
requirements,
in
which
case
such
27
requirements
apply.
The
inclusion
of
a
provision
in
this
28
subchapter
does
not
imply
that
a
contrary
or
different
rule
of
29
law
applies
to
a
corporation
that
is
not
a
benefit
corporation.
30
This
subchapter
does
not
affect
a
statute
or
rule
of
law
that
31
applies
to
a
corporation
that
is
not
a
benefit
corporation.
32
2.
As
used
in
this
subchapter:
33
a.
“Benefit
corporation”
means
a
corporation
that
includes
34
in
its
articles
of
incorporation
a
statement
that
the
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corporation
is
subject
to
this
subchapter.
1
b.
“Public
benefit”
means
a
positive
effect,
or
reduction
of
2
negative
effects,
on
one
or
more
communities
or
categories
of
3
persons
or
entities,
other
than
shareholders
solely
in
their
4
capacity
as
shareholders,
or
on
the
environment,
including
5
effects
of
an
artistic,
charitable,
economic,
educational,
6
cultural,
literary,
medical,
religious,
social,
ecological,
or
7
scientific
nature.
8
c.
“Public
benefit
provision”
means
a
provision
in
the
9
articles
of
incorporation
which
states
that
the
corporation
10
shall
pursue
one
or
more
identified
public
benefits.
11
d.
“Responsible
and
sustainable
manner”
means
a
manner
that
12
does
all
of
the
following:
13
(1)
Pursues
through
the
business
of
the
corporation
the
14
creation
of
a
positive
effect
on
society
and
the
environment,
15
taken
as
a
whole,
that
is
material
taking
into
consideration
16
the
corporation’s
size
and
the
nature
of
its
business.
17
(2)
Considers,
in
addition
to
the
interests
of
18
shareholders,
the
interests
of
stakeholders
known
to
be
19
affected
by
the
conduct
of
the
business
of
the
corporation.
20
Sec.
206.
Section
490.1702,
Code
2021,
is
amended
by
21
striking
the
section
and
inserting
in
lieu
thereof
the
22
following:
23
490.1702
Name
——
share
certificates.
24
1.
The
name
of
a
benefit
corporation
may
contain
the
25
words
“benefit
corporation”,
the
abbreviation
“B.C.”,
or
the
26
designation
“BC”,
any
of
which
shall
be
deemed
to
satisfy
the
27
requirements
of
section
490.401,
subsection
1,
paragraph
“a”
.
28
2.
Any
share
certificate
issued
by
a
benefit
corporation,
29
and
any
information
statement
delivered
by
a
benefit
30
corporation
pursuant
to
section
490.626,
subsection
2,
31
must
note
conspicuously
that
the
corporation
is
a
benefit
32
corporation
subject
to
this
subchapter.
33
Sec.
207.
Section
490.1703,
Code
2021,
is
amended
by
34
striking
the
section
and
inserting
in
lieu
thereof
the
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following:
1
490.1703
Certain
amendments
and
transactions
——
votes
2
required.
3
1.
Unless
the
articles
of
incorporation
or
bylaws
require
4
a
greater
vote,
the
approval
of
at
least
two-thirds
of
the
5
voting
power
of
the
outstanding
shares
of
the
corporation
6
entitled
to
vote
thereon,
and,
if
any
class
or
series
of
shares
7
is
entitled
to
vote
as
a
separate
group
on
any
such
amendment
8
or
transaction,
the
approval
of
at
least
two-thirds
of
the
9
outstanding
shares
of
each
such
separate
voting
group
entitled
10
to
vote
thereon,
shall
be
required
for
a
corporation
that
is
11
not
a
benefit
corporation
to
do
any
of
the
following:
12
a.
Amend
its
articles
of
incorporation
to
include
a
13
statement
that
it
is
subject
to
this
subchapter.
14
b.
Merge
with
or
into,
or
enter
into
a
share
exchange
with,
15
another
entity,
or
effect
a
domestication
or
conversion,
if,
16
as
a
result
of
the
merger,
share
exchange,
domestication,
or
17
conversion,
the
shares
of
any
voting
group
would
become,
or
be
18
converted
into
or
exchanged
for
the
right
to
receive,
shares
19
of
a
benefit
corporation
or
shares
or
interests
in
an
entity
20
subject
to
provisions
of
organic
law
analogous
to
those
in
21
this
subchapter;
provided,
however,
that
in
the
case
of
this
22
paragraph
“b”
,
if
the
shares
of
one
or
more,
but
not
all,
23
voting
groups
are
so
affected,
then
only
the
shares
in
the
24
voting
groups
so
affected
shall
be
entitled
to
vote
under
this
25
subsection.
26
2.
Unless
the
articles
of
incorporation
or
bylaws
require
a
27
greater
vote,
the
approval
of
at
least
two-thirds
of
the
voting
28
power
of
the
outstanding
shares
of
the
corporation
entitled
29
to
vote
thereon
and,
if
any
class
or
series
of
shares
is
30
entitled
to
vote
as
a
separate
group
on
any
such
amendment
or
31
transaction,
the
approval
of
at
least
two-thirds
of
the
voting
32
power
of
the
outstanding
shares
of
each
such
separate
voting
33
group,
shall
be
required
for
a
benefit
corporation
to
do
any
34
of
the
following:
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a.
Amend
its
articles
of
incorporation
to
eliminate
a
1
statement
that
the
corporation
is
subject
to
this
subchapter.
2
b.
Merge
with
or
into,
or
enter
into
a
share
exchange
with,
3
another
entity,
or
effect
a
domestication
or
conversion
if,
4
as
a
result
of
the
merger,
share
exchange,
domestication,
or
5
conversion,
the
shares
of
any
voting
group
would
become,
or
be
6
converted
into
or
exchanged
for
the
right
to
receive,
shares
or
7
interests
in
an
entity
that
is
neither
a
benefit
corporation
8
nor
an
entity
subject
to
provisions
of
organic
law
analogous
to
9
those
in
this
subchapter;
provided,
however,
that
in
the
case
10
of
this
paragraph
“b”
,
if
the
shares
of
one
or
more,
but
not
11
all,
voting
groups
are
so
affected,
then
only
the
shares
in
the
12
voting
groups
so
affected
shall
be
entitled
to
vote
under
this
13
subsection.
14
3.
The
vote
required
under
subsections
1
and
2
is
in
15
addition
to
any
vote
otherwise
required
under
this
chapter.
16
Sec.
208.
NEW
SECTION
.
490.1704
Duties
of
directors.
17
1.
Each
member
of
the
board
of
directors
of
a
benefit
18
corporation,
when
discharging
the
duties
of
a
director,
shall
19
act
according
to
all
of
the
following:
20
a.
In
a
responsible
and
sustainable
manner.
21
b.
In
a
manner
that
pursues
the
public
benefit
or
benefits
22
identified
in
any
public
benefit
provision.
23
2.
In
fulfilling
the
duties
under
subsection
1,
a
director
24
shall
consider,
to
the
extent
affected,
in
addition
to
the
25
interests
of
shareholders
generally,
the
separate
interests
26
of
stakeholders
known
to
be
affected
by
the
business
of
the
27
corporation
including
all
of
the
following:
28
a.
The
employees
and
workforces
of
the
corporation,
its
29
subsidiaries,
and
its
suppliers.
30
b.
Customers.
31
c.
Communities
or
society,
including
those
of
each
community
32
in
which
offices
or
facilities
of
the
corporation,
its
33
subsidiaries,
or
its
suppliers
are
located.
34
d.
The
local
and
global
environment.
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3.
A
director
of
a
benefit
corporation
shall
not,
by
virtue
1
of
the
duties
imposed
by
subsections
1
and
2,
owe
any
duty
to
a
2
person
other
than
the
benefit
corporation
due
to
any
interest
3
of
the
person
in
the
status
of
the
corporation
as
a
benefit
4
corporation
or
in
any
public
benefit
provision.
5
4.
Unless
otherwise
provided
in
the
articles
of
6
incorporation,
the
violation
by
a
director
of
the
duties
7
imposed
by
subsections
1
and
2
shall
not
constitute
an
8
intentional
infliction
of
harm
on
the
corporation
or
the
9
shareholders
for
the
purposes
of
sections
490.202,
subsection
10
2,
paragraphs
“d”
and
“e”
.
11
Sec.
209.
NEW
SECTION
.
490.1705
Annual
benefit
report.
12
1.
No
less
than
annually,
a
benefit
corporation
shall
13
prepare
a
benefit
report
addressing
the
efforts
of
the
14
corporation
during
the
preceding
year
to
operate
in
a
15
responsible
and
sustainable
manner,
to
pursue
any
public
16
benefit
or
benefits
identified
in
any
public
benefit
provision,
17
and
to
consider
the
interests
described
in
section
490.1704,
18
subsection
2.
The
annual
benefit
report
must
include
all
of
19
the
following:
20
a.
The
objectives
that
the
board
of
directors
has
21
established
for
the
corporation
to
operate
in
a
responsible
and
22
sustainable
manner,
to
pursue
any
public
benefit
or
benefits
23
identified
in
any
public
benefit
provision,
and
to
consider
the
24
interests
described
in
section
490.1704,
subsection
2.
25
b.
The
standards
the
board
of
directors
has
adopted
26
to
measure
the
corporation’s
progress
in
operating
in
a
27
responsible
and
sustainable
manner,
in
pursuing
the
public
28
benefit
or
benefits
identified
in
any
public
benefit
provision,
29
and
in
considering
the
interests
described
in
section
490.1704,
30
subsection
2.
31
c.
If
the
articles
of
incorporation
or
bylaws
require
32
that
the
corporation
use
an
independent
third-party
standard
33
in
reporting
on
the
corporation’s
progress
in
operating
in
a
34
responsible
and
sustainable
manner,
in
pursuing
any
public
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benefit
or
benefits
identified
in
any
public
benefit
provision,
1
or
in
considering
the
interests
described
in
section
490.1704,
2
subsection
2,
or
if
the
board
of
directors
has
chosen
to
use
3
such
a
standard,
the
applicable
standard
so
required
or
chosen.
4
d.
An
assessment
of
the
corporation’s
success
in
meeting
5
the
objectives
and
standards
identified
in
paragraphs
“a”
and
6
“b”
,
and,
if
applicable,
paragraph
“c”
,
and
the
basis
for
that
7
assessment.
8
2.
The
benefit
corporation
shall
deliver
to
each
9
shareholder,
or
make
available
and
provide
written
notice
to
10
each
shareholder
of
the
availability
of,
the
annual
benefit
11
report
required
by
subsection
1
on
or
before
the
earlier
of
the
12
following:
13
a.
One
hundred
twenty
days
following
the
end
of
the
fiscal
14
year
of
the
benefit
corporation.
15
b.
The
time
that
the
benefit
corporation
delivers
any
16
other
annual
reports
or
annual
financial
statements
to
its
17
shareholders.
18
3.
Any
shareholder
that
has
not
received
or
been
given
19
access
to
an
annual
benefit
report
within
the
time
required
by
20
subsection
2
may
make
a
written
request
that
the
corporation
21
deliver
or
make
available
the
annual
benefit
report
to
the
22
shareholder.
If
a
benefit
corporation
does
not
deliver
or
make
23
available
an
annual
benefit
report
to
the
shareholder
within
24
five
business
days
of
receiving
such
request,
the
requesting
25
shareholder
may
apply
to
the
district
court
of
the
county
26
where
the
corporation’s
principal
office
or,
if
none
in
this
27
state,
its
registered
office,
is
located
for
an
order
requiring
28
delivery
of
or
access
to
the
annual
benefit
report.
The
court
29
shall
dispose
of
an
action
under
this
subsection
3
on
an
30
expedited
basis.
31
4.
A
benefit
corporation
shall
post
all
of
its
annual
32
benefit
reports
on
the
public
portion
of
its
internet
site,
33
if
any.
If
a
benefit
corporation
does
not
have
an
internet
34
site,
the
benefit
corporation
shall
provide
a
copy
of
its
most
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recent
annual
benefit
report,
without
charge,
to
any
person
1
that
requests
a
copy
in
writing.
2
Sec.
210.
NEW
SECTION
.
490.1706
Rights
of
action.
3
1.
Except
in
a
proceeding
authorized
under
section
4
490.1705,
subsection
3,
or
this
section,
no
person
other
5
than
the
corporation,
or
a
shareholder
in
the
right
of
the
6
corporation
pursuant
to
subsection
2,
may
bring
an
action
7
or
assert
a
claim
with
respect
to
the
violation
of
any
duty
8
applicable
to
a
benefit
corporation
or
any
of
its
directors
9
under
this
subchapter.
10
2.
Except
for
a
proceeding
brought
under
section
490.1705,
11
subsection
3,
a
proceeding
by
a
shareholder
of
a
benefit
12
corporation
claiming
violation
of
any
duty
applicable
to
13
a
benefit
corporation
or
any
of
its
directors
under
this
14
subchapter
is
subject
to
all
of
the
following:
15
a.
The
proceeding
must
be
brought
in
a
derivative
proceeding
16
pursuant
to
subchapter
VII,
part
4.
17
b.
The
proceeding
may
be
brought
only
by
a
shareholder
18
of
the
benefit
corporation
that
at
the
time
of
the
act
or
19
omission
complained
of
either
individually,
or
together
with
20
other
shareholders
bringing
such
action
collectively,
owned
21
directly
or
indirectly
at
least
five
percent
of
a
class
of
22
the
corporation’s
outstanding
shares
or,
in
the
case
of
a
23
corporation
with
shares
traded
on
an
organized
market
as
24
described
in
section
490.1302,
subsection
2,
paragraph
“a”
,
25
subparagraph
(2),
either
that
percentage
of
shares
or
shares
26
with
a
market
value
of
at
least
five
million
dollars
at
the
27
time
the
proceeding
is
commenced.
28
3.
A
suit
under
subsection
2
shall
not
be
maintained
if,
29
during
the
pendency
of
the
suit,
the
shareholder
individually
30
fails,
or
the
shareholders
collectively
fail,
to
continue
to
31
own
directly
or
indirectly
the
lesser
of
the
number
of
shares
32
owned
at
the
time
the
proceeding
is
commenced
or
five
percent
33
of
a
class
of
the
corporation’s
shares.
34
Sec.
211.
NEW
SECTION
.
490.1801
Application
to
existing
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domestic
corporations.
1
1.
This
chapter
applies
to
all
domestic
corporations
in
2
existence
on
January
1,
2022,
that
were
incorporated
under
any
3
general
statute
of
this
state
providing
for
incorporation
of
4
corporations
for
profit
if
power
to
amend
or
repeal
the
statute
5
under
which
the
corporation
was
incorporated
was
reserved.
6
2.
a.
Unless
otherwise
provided,
this
chapter
does
not
7
apply
to
an
entity
subject
to
chapter
174,
497,
498,
499,
499A,
8
501,
501A,
524,
or
533,
or
a
corporation
organized
on
the
9
mutual
plan
under
chapter
491,
or
a
telephone
company
organized
10
as
a
corporation
under
chapter
491
qualifying
pursuant
to
11
an
internal
revenue
service
letter
ruling
under
Internal
12
Revenue
Code
§501(c)(12)
as
a
nonprofit
corporation
entitled
13
to
distribute
profits
in
a
manner
similar
to
a
chapter
499
14
corporation,
unless
such
entity
voluntarily
elects
to
adopt
15
the
provisions
of
this
chapter
and
complies
with
the
procedure
16
prescribed
by
subsection
3.
17
b.
A
corporation
organized
under
chapter
496C
may
18
voluntarily
elect
to
adopt
the
provisions
of
this
chapter
by
19
complying
with
the
provisions
prescribed
by
subsection
3.
20
3.
The
procedure
for
the
voluntary
election
referred
to
in
21
subsection
2
is
as
follows:
22
a.
The
corporation
shall
amend
or
restate
its
articles
of
23
incorporation
to
indicate
that
the
corporation
adopts
this
24
chapter
and
to
designate
the
address
of
its
initial
registered
25
office
and
the
name
of
its
registered
agent
at
that
office
26
and,
if
the
name
of
the
corporation
is
not
in
compliance
with
27
the
requirements
of
this
chapter,
to
change
the
name
of
the
28
corporation
to
one
complying
with
the
requirements
of
this
29
chapter.
30
b.
(1)
The
instrument
shall
be
delivered
to
the
secretary
31
of
state
for
filing
and
recording
in
the
secretary
of
state’s
32
office.
If
the
corporation
was
organized
under
chapter
524
33
or
533,
the
instrument
shall
also
be
filed
and
recorded
in
34
the
office
of
the
county
recorder.
The
corporation
shall
at
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the
time
it
files
the
instrument
with
the
secretary
of
state
1
deliver
also
to
the
secretary
of
state
for
filing
in
the
2
secretary
of
state’s
office
any
biennial
report
required
by
3
section
490.1622
which
is
then
due.
4
(2)
If
the
county
of
the
initial
registered
office
as
stated
5
in
the
instrument
for
a
corporation
organized
under
chapter
6
524
or
533
is
one
which
is
other
than
the
county
where
the
7
principal
place
of
business
of
the
corporation,
as
designated
8
in
its
articles
of
incorporation,
was
located,
the
corporation
9
shall
forward
to
the
county
recorder
of
the
county
in
which
the
10
principal
place
of
business
of
the
corporation
was
located
a
11
copy
of
the
instrument
and
the
corporation
shall
forward
to
the
12
recorder
of
the
county
in
which
the
initial
registered
office
13
of
the
corporation
is
located,
in
addition
to
a
copy
of
the
14
original
instrument,
a
copy
of
the
articles
of
incorporation
of
15
the
corporation
together
with
all
amendments
to
them
as
then
16
on
file
in
the
secretary
of
state’s
office.
The
corporation
17
shall,
through
an
officer
or
director,
certify
to
the
secretary
18
of
state
that
a
copy
has
been
sent
to
each
applicable
county
19
recorder,
including
the
date
each
copy
was
sent.
20
c.
Upon
the
filing
of
the
instrument
by
a
corporation
all
21
of
the
following
apply:
22
(1)
All
of
the
provisions
of
this
chapter
apply
to
the
23
corporation.
24
(2)
The
secretary
of
state
shall
issue
a
certificate
as
to
25
the
filing
of
the
instrument
and
deliver
the
certificate
to
the
26
corporation
or
its
representative.
27
(3)
The
secretary
of
state
shall
not
file
the
instrument
28
with
respect
to
a
corporation
unless
at
the
time
of
filing
29
the
corporation
is
validly
existing
and
in
good
standing
in
30
that
office
under
the
chapter
under
which
it
is
incorporated.
31
The
corporation
shall
be
considered
validly
existing
and
in
32
good
standing
for
the
purpose
of
this
chapter
for
a
period
of
33
three
months
following
the
expiration
date
of
the
corporation,
34
provided
all
biennial
reports
due
have
been
filed
and
all
fees
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due
in
connection
with
the
biennial
reports
have
been
paid.
1
d.
The
provisions
of
this
chapter
becoming
applicable
to
2
a
corporation
voluntarily
electing
to
be
governed
by
this
3
chapter
do
not
affect
any
right
accrued
or
established,
or
any
4
liability
or
penalty
incurred,
under
the
chapter
under
which
5
it
is
incorporated
prior
to
the
filing
by
the
secretary
of
6
state
in
the
secretary
of
state’s
office
of
the
instrument
7
manifesting
the
election
by
the
corporation
to
adopt
the
8
provisions
of
this
chapter
as
provided
in
this
subsection.
9
4.
A
corporation
subject
to
this
chapter
is
not
subject
to
10
chapter
491,
492,
493,
or
495.
11
Sec.
212.
NEW
SECTION
.
490.1802
Application
to
existing
12
foreign
corporation.
13
A
foreign
corporation
registered
or
authorized
to
do
14
business
in
this
state
on
the
effective
date
of
this
division
15
of
this
Act
is
subject
to
this
chapter,
is
deemed
to
be
16
registered
to
do
business
in
this
state,
and
is
not
required
to
17
file
a
foreign
registration
statement
under
this
chapter.
18
Sec.
213.
NEW
SECTION
.
490.1803
Savings
provisions.
19
1.
Except
as
to
procedural
provisions,
this
division
of
this
20
Act
does
not
affect
a
pending
action
or
proceeding
or
a
right
21
accrued
before
the
effective
date
of
this
division
of
this
Act,
22
and
a
pending
civil
action
or
proceeding
may
be
completed,
and
23
a
right
accrued
may
be
enforced,
as
if
this
division
of
this
24
Act
had
not
become
effective.
25
2.
If
a
penalty
or
punishment
for
violation
of
a
statute
or
26
rule
is
reduced
by
this
division
of
this
Act,
the
penalty,
if
27
not
already
imposed,
shall
be
imposed
in
accordance
with
this
28
division
of
this
Act.
29
3.
In
the
event
that
any
provision
of
this
chapter
is
30
deemed
to
modify,
limit,
or
supersede
the
federal
Electronic
31
Signatures
in
Global
and
National
Commerce
Act,
15
U.S.C.
§7001
32
et
seq.,
the
provisions
of
this
chapter
shall
control
to
the
33
maximum
extent
permitted
by
section
102(a)(2)
of
that
federal
34
Act.
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Sec.
214.
NEW
SECTION
.
490.1804
Severability.
1
If
any
provision
of
this
chapter
or
its
application
to
any
2
person
or
circumstance
is
held
invalid
by
a
court
of
competent
3
jurisdiction,
the
invalidity
does
not
affect
other
provisions
4
or
applications
of
this
chapter
that
can
be
given
effect
5
without
the
invalid
provision
or
application.
6
Sec.
215.
CODE
EDITOR
DIRECTIVE.
7
1.
The
Code
editor
is
directed
to
make
the
following
8
transfers:
9
a.
Section
490.135,
as
amended
by
this
division
of
this
Act,
10
to
section
490.130.
11
b.
Section
490.833,
as
amended
by
this
division
of
this
Act,
12
to
section
490.832.
13
c.
Section
490.629
to
section
490.628.
14
d.
Section
490.1622,
as
amended
by
this
division
of
this
15
Act,
to
section
490.1621.
16
2.
The
Code
editor
shall
correct
internal
references
in
the
17
Code
and
in
any
enacted
legislation
as
necessary
due
to
the
18
enactment
of
this
section.
19
Sec.
216.
REPEAL.
Sections
490.624A,
490.628,
490.1111,
20
490.1112,
490.1113,
490.1114,
490.1520,
490.1523,
490.1530,
21
490.1531,
490.1532,
and
490.1606,
Code
2021,
are
repealed.
22
Sec.
217.
DIRECTIONS
TO
THE
CODE
EDITOR.
The
Code
editor
23
is
directed
to
divide
Code
chapter
490
into
subchapters
and
24
subdivide
certain
subchapters
into
parts,
including
sections
in
25
that
chapter
not
amended
in
this
division
of
this
Act,
sections
26
amended
or
enacted
in
this
division
of
this
Act,
and
sections
27
transferred
in
this
division
of
this
Act
as
follows:
28
1.
Subchapter
I,
subdivided
into
part
A,
including
sections
29
490.101
and
490.102;
part
B,
including
sections
490.120
through
30
490.129;
part
C,
including
section
490.130;
part
D,
including
31
sections
490.140
through
490.144;
and
part
E,
including
32
sections
490.145
through
490.152.
33
2.
Subchapter
II,
including
sections
490.201
through
34
490.209.
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3.
Subchapter
III,
including
sections
490.301
through
1
490.304.
2
4.
Subchapter
IV,
including
sections
490.401
through
3
490.403.
4
5.
Subchapter
V,
including
sections
490.501
through
5
490.504.
6
6.
Subchapter
VI,
subdivided
into
part
A,
including
7
sections
490.601
through
490.604;
part
B,
including
sections
8
490.620
through
490.628;
part
C,
including
sections
490.630
and
9
490.631;
and
part
D,
including
section
490.640.
10
7.
Subchapter
VII,
subdivided
into
part
A,
including
11
sections
490.701
through
490.709;
part
B,
including
sections
12
490.720
through
490.729;
part
C,
including
sections
490.730
13
through
490.732;
part
D,
including
sections
490.740
through
14
490.747;
and
part
E,
including
sections
490.748
and
490.749.
15
8.
Subchapter
VIII,
subdivided
into
part
A,
including
16
sections
490.801
through
490.811;
part
B,
including
sections
17
490.820
through
490.826;
part
C,
including
sections
490.830
18
through
490.832;
part
D,
including
sections
490.840
through
19
490.844;
part
E,
including
sections
490.850
through
490.859;
20
part
F,
including
sections
490.860
through
490.863;
and
part
21
G,
including
section
490.870.
22
9.
Subchapter
IX,
subdivided
into
part
A,
including
23
sections
490.901
through
490.905;
part
B,
including
sections
24
490.920
through
490.924;
and
part
C,
including
sections
490.930
25
through
490.935.
26
10.
Subchapter
X,
subdivided
into
part
A,
including
27
sections
490.1001
through
490.1009;
and
part
B,
including
28
sections
490.1020
through
490.1022.
29
11.
Subchapter
XI,
including
sections
490.1101
through
30
490.1110.
31
12.
Subchapter
XII,
including
sections
490.1201
and
32
490.1202.
33
13.
Subchapter
XIII,
subdivided
into
part
A,
including
34
sections
490.1301
through
490.1303;
part
B,
including
sections
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490.1320
through
490.1326;
subchapter
C,
including
sections
1
490.1330
and
490.1331;
and
part
D,
including
section
490.1340.
2
14.
Subchapter
XIV,
subdivided
into
part
A,
including
3
sections
490.1401
through
490.1409;
part
B,
including
sections
4
490.1420
through
490.1423;
part
C,
including
sections
490.1430
5
through
490.1434;
and
part
D,
including
section
490.1440.
6
15.
Subchapter
XV,
including
sections
490.1501
through
7
490.1512.
8
16.
Subchapter
XVI,
subdivided
into
part
A,
including
9
sections
490.1601
through
490.1605;
and
part
B,
including
10
sections
490.1620
and
490.1621.
11
17.
Subchapter
XVII,
including
sections
490.1701
through
12
490.1706.
13
18.
Subchapter
XVIII,
including
sections
490.1801
through
14
490.1804.
15
PART
B
16
CORRESPONDING
PROVISIONS
17
Sec.
218.
Section
249A.40,
Code
2021,
is
amended
to
read
as
18
follows:
19
249A.40
Involuntarily
dissolved
providers
——
overpayments
or
20
incorrect
payments.
21
Medical
assistance
paid
to
a
provider
following
involuntary
22
administrative
dissolution
of
the
provider
pursuant
to
chapter
23
490,
subchapter
XIV,
part
B
,
shall
be
considered
incorrectly
24
paid
for
the
purposes
of
section
249A.53
and
the
provider
25
shall
be
considered
to
have
received
an
overpayment
for
the
26
purposes
of
this
subchapter
.
For
the
purposes
of
this
section
,
27
the
overpayment
shall
not
accrue
until
after
a
grace
period
28
of
ninety
days
following
receipt
of
notice
by
the
provider
29
of
the
dissolution
from
the
department.
Notwithstanding
30
section
490.1422
,
or
any
other
similar
retroactive
provision
31
for
reinstatement,
the
director
shall
recoup
any
medical
32
assistance
paid
to
a
provider
while
the
provider
was
dissolved
33
if
the
provider
is
not
retroactively
reinstated
within
the
34
ninety-day
grace
period.
The
principals
of
the
provider
shall
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be
personally
liable
for
the
incorrect
payment
or
overpayment.
1
Sec.
219.
Section
455B.397,
Code
2021,
is
amended
to
read
2
as
follows:
3
455B.397
Financial
disclosure.
4
Immediately
upon
the
incurrence
of
any
liability
to
5
the
state
under
this
part,
the
debtor
shall
submit
to
the
6
director
a
report
consisting
of
documentation
of
the
debtor’s
7
liabilities
and
assets,
including
if
filed,
a
copy
of
the
8
annual
biennial
report
submitted
to
the
secretary
of
state
9
pursuant
to
chapter
490
section
490.1622
.
A
subsequent
report
10
pursuant
to
this
section
shall
be
submitted
annually
on
April
11
15
for
the
life
of
the
debt.
These
reports
shall
be
kept
12
confidential
and
shall
not
be
available
to
the
public.
13
Sec.
220.
Section
455B.430,
subsection
5,
Code
2021,
is
14
amended
to
read
as
follows:
15
5.
Immediately
upon
the
listing
of
real
property
in
the
16
registry
of
hazardous
waste
or
hazardous
substance
disposal
17
sites,
a
person
liable
for
cleanup
costs
shall
submit
to
18
the
director
a
report
consisting
of
documentation
of
the
19
responsible
person’s
liabilities
and
assets,
including
if
20
filed,
a
copy
of
the
annual
biennial
report
submitted
to
the
21
secretary
of
state
pursuant
to
chapter
490
section
490.1622
.
A
22
subsequent
report
pursuant
to
this
section
shall
be
submitted
23
annually
on
April
15
for
the
period
the
site
remains
on
the
24
registry.
25
Sec.
221.
Section
496C.14,
subsection
5,
Code
2021,
is
26
amended
to
read
as
follows:
27
5.
Notwithstanding
subsections
1
through
4
,
purchase
by
28
the
corporation
is
not
required
upon
the
occurrence
of
any
29
event
other
than
death
of
a
shareholder
if
the
corporation
30
is
dissolved
or
voluntarily
elects
to
adopt
the
provisions
31
of
the
Iowa
business
corporation
Act,
as
provided
in
section
32
490.1701
490.1801
,
subsection
2,
within
sixty
days
after
the
33
occurrence
of
the
event.
The
articles
of
incorporation
or
34
bylaws
may
provide
that
purchase
is
not
required
upon
the
death
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of
a
shareholder
if
the
corporation
is
dissolved
within
sixty
1
days
after
the
death.
Notwithstanding
subsections
1
through
4
,
2
purchase
by
the
corporation
is
not
required
upon
the
death
of
a
3
shareholder
if
the
corporation
voluntarily
elects
to
adopt
the
4
provisions
of
the
Iowa
business
corporation
Act,
as
provided
5
in
section
490.1701
490.1801
,
subsection
2,
within
sixty
days
6
after
death.
7
Sec.
222.
Section
496C.19,
Code
2021,
is
amended
to
read
as
8
follows:
9
496C.19
Dissolution
or
liquidation.
10
Violation
of
any
provision
of
this
chapter
by
a
professional
11
corporation
or
any
of
its
shareholders,
directors,
or
officers
12
shall
be
cause
for
its
involuntary
dissolution,
or
liquidation
13
of
its
assets
and
business
by
the
district
court,
as
provided
14
in
the
Iowa
business
corporation
Act,
chapter
490
.
Upon
the
15
death
of
the
last
remaining
shareholder
of
a
professional
16
corporation,
or
whenever
the
last
remaining
shareholder
is
not
17
licensed
or
ceases
to
be
licensed
to
practice
in
this
state
a
18
profession
which
the
corporation
is
authorized
to
practice,
19
or
whenever
any
person
other
than
the
shareholder
of
record
20
becomes
entitled
to
have
all
shares
of
the
last
remaining
21
shareholder
of
the
corporation
transferred
into
that
person’s
22
name
or
to
exercise
voting
rights,
except
as
a
proxy,
with
23
respect
to
such
shares,
the
corporation
shall
not
practice
24
any
profession
and
it
shall
either
be
promptly
dissolved
or
25
shall
promptly
elect
to
adopt
the
provisions
of
the
Iowa
26
business
corporation
Act,
as
provided
in
section
490.1701
27
490.1801
,
subsection
2.
However,
if
prior
to
such
dissolution
28
all
outstanding
shares
of
the
corporation
are
acquired
by
29
one
or
more
persons
licensed
to
practice
in
this
state
a
30
profession
which
the
corporation
is
authorized
to
practice,
31
the
corporation
need
not
be
dissolved
and
may
practice
the
32
profession
as
provided
in
this
chapter
.
33
Sec.
223.
Section
499.69A,
subsection
2,
paragraph
b,
34
subparagraph
(2),
Code
2021,
is
amended
to
read
as
follows:
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(2)
For
a
qualified
corporation
which
is
a
party
to
the
1
proposed
qualified
merger,
the
qualified
corporation
shall
2
approve
the
plan
as
provided
in
chapter
490
,
subchapter
XI
.
3
Sec.
224.
Section
499.69A,
subsections
5
and
6,
Code
2021,
4
are
amended
to
read
as
follows:
5
5.
The
effect
of
a
qualified
merger
for
a
qualified
survivor
6
which
is
a
cooperative
association
shall
be
as
provided
for
in
7
this
chapter
.
The
effect
of
a
qualified
merger
for
a
qualified
8
survivor
which
is
a
qualified
corporation
shall
be
as
provided
9
for
corporations
under
chapter
490
,
subchapter
XI
.
10
6.
The
provisions
governing
the
right
of
a
shareholder
or
11
member
of
a
cooperative
association
to
object
to
a
merger
or
12
the
right
of
a
member
to
dissent
and
obtain
payment
of
the
13
fair
value
of
an
interest
in
the
cooperative
association
in
14
the
case
of
a
merger
as
provided
in
this
chapter
shall
apply
15
to
a
qualified
merger.
The
provisions
governing
the
right
16
of
a
shareholder
of
a
corporation
to
dissent
from
exercise
17
appraisal
rights
and
obtain
payment
of
the
fair
value
of
the
18
shareholder’s
shares
in
the
case
of
a
merger
as
provided
in
19
subchapter
XIII
of
chapter
490
,
subchapter
XIII,
shall
apply
20
to
a
qualified
merger.
21
Sec.
225.
Section
508.12,
subsection
1,
Code
2021,
is
22
amended
to
read
as
follows:
23
1.
An
insurer
which
is
organized
under
the
laws
of
any
24
state
and
has
created
or
will
create
jobs
in
this
state
or
25
which
is
an
affiliate
or
subsidiary
of
a
domestic
insurer,
26
and
is
admitted
to
do
business
in
this
state
for
the
purpose
27
of
writing
insurance
authorized
by
this
chapter
may
become
a
28
domestic
insurer
by
complying
with
section
490.902
490.905
or
29
491.33
and
with
all
of
the
requirements
of
law
relative
to
the
30
organization
and
licensing
of
a
domestic
insurer
of
the
same
31
type
and
by
designating
its
principal
place
of
business
in
this
32
state
may
become
a
domestic
corporation
and
be
entitled
to
like
33
certificates
of
its
corporate
existence
and
license
to
transact
34
business
in
this
state,
and
be
subject
in
all
respects
to
the
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authority
and
jurisdiction
thereof.
1
Sec.
226.
Section
515.78,
subsection
1,
Code
2021,
is
2
amended
to
read
as
follows:
3
1.
An
insurer
which
is
organized
under
the
laws
of
any
4
state
and
has
created
or
will
create
jobs
in
this
state
or
5
which
is
an
affiliate
or
subsidiary
of
a
domestic
insurer,
6
and
is
admitted
to
do
business
in
this
state
for
the
purpose
7
of
writing
insurance
authorized
by
this
chapter
may
become
a
8
domestic
insurer
by
complying
with
section
490.902
490.905
or
9
491.33
and
with
all
of
the
requirements
of
law
relative
to
the
10
organization
and
licensing
of
a
domestic
insurer
of
the
same
11
type
and
by
designating
its
principal
place
of
business
in
this
12
state
may
become
a
domestic
corporation
and
be
entitled
to
like
13
certificates
of
its
corporate
existence
and
license
to
transact
14
business
in
this
state,
and
be
subject
in
all
respects
to
the
15
authority
and
jurisdiction
thereof.
16
Sec.
227.
Section
515E.3A,
subsection
1,
paragraph
a,
Code
17
2021,
is
amended
to
read
as
follows:
18
a.
Complying
with
section
490.902
490.905
.
19
Sec.
228.
Section
515G.3,
subsection
2,
Code
2021,
is
20
amended
to
read
as
follows:
21
2.
A
plan
of
conversion
for
an
insurer
organized
on
22
the
mutual
plan
under
chapter
491
,
shall
also
provide
for
23
conversion
to
a
stock
company
as
follows:
the
insurer
24
organized
on
the
mutual
plan
under
chapter
491
shall
amend
25
its
articles
pursuant
to
chapter
491
as
necessary
to
become
26
a
stock
company,
and
shall
immediately
convert
to
a
chapter
27
490
corporation
as
provided
in
section
490.1701
490.1801
upon
28
becoming
a
stock
company.
29
PART
C
30
EFFECTIVE
DATE
31
Sec.
229.
EFFECTIVE
DATE.
This
division
of
this
Act
takes
32
effect
January
1,
2022.
33
DIVISION
II
34
NOT
FOR
PROFIT
CORPORATIONS
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Sec.
230.
Section
504.205,
Code
2021,
is
amended
by
adding
1
the
following
new
subsection:
2
NEW
SUBSECTION
.
4.
A
state
agency
or
state
official
shall
3
not
impose
any
requirement
on
a
corporation
that
is
more
4
stringent,
restrictive,
or
expansive
than
a
requirement
imposed
5
by
state
or
federal
law.
6
Sec.
231.
EFFECTIVE
DATE.
This
division
of
this
Act,
being
7
deemed
of
immediate
importance,
takes
effect
upon
enactment.
8
EXPLANATION
9
The
inclusion
of
this
explanation
does
not
constitute
agreement
with
10
the
explanation’s
substance
by
the
members
of
the
general
assembly.
11
DIVISION
I
——
FOR
PROFIT
CORPORATIONS.
This
bill
amends
12
existing
and
enacts
new
provisions
relating
to
for
profit
13
corporations
authorized
to
do
business
in
Iowa
as
domestic
or
14
foreign
entities
under
Code
chapter
490.
15
BACKGROUND.
Code
chapter
490,
the
“Iowa
Business
16
Corporation
Act”
(IBCA)
was
enacted
in
1989
(1989
Iowa
Acts,
17
chapter
288),
and
it
is
the
primary
Code
chapter
governing
the
18
requirements
for
the
creation,
organization,
and
operation
of
19
for-profit
corporations,
including
the
relationship
between
20
shareholders,
directors,
and
officers
of
the
corporation.
21
Generally,
and
with
notable
exceptions,
the
IBCA
establishes
22
default
requirements
and
procedures
which
may
be
modified
by
a
23
corporation’s
articles
of
incorporation
or
bylaws.
The
IBCA
is
24
administered
by
the
secretary
of
state.
25
BASIS
FOR
THE
IBCA.
The
IBCA
was
based
on
legislation
26
proposed
by
the
American
bar
association
(ABA)
referred
to
27
as
the
model
business
corporation
Act
(MBCA)
and
has
been
28
subsequently
amended.
The
most
substantial
amendments
to
29
the
IBCA,
based
on
ABA-recommended
legislation,
were
enacted
30
in
2013
(2013
Iowa
Acts,
chapter
31).
The
bill
includes
31
amendments
adopted
in
2016
by
the
ABA
corporate
laws
committee
32
and
published
as
the
fourth
edition
of
the
MBCA
(new
MBCA).
33
The
new
MBCA
is
divided
into
various
chapters
which
are
34
referred
to
as
subchapters
in
Code
chapter
490.
The
new
MBCA
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makes
a
number
of
changes
to
most
of
its
sections,
in
many
1
instances
to
enhance
readability
or
internal
consistency.
2
FORMS
AND
FILING
FEES.
The
bill
revises
the
types
of
3
documents
that
the
secretary
of
state
may
prescribe
without
4
requiring
that
the
form
of
such
documents
are
mandatory
5
(amended
Code
section
490.121).
It
replaces
the
schedule
6
of
specific
filing
fees
(amended
Code
section
490.122).
It
7
revises
requirements
to
determine
when
a
document
filed
with
8
the
secretary
of
state
becomes
effective
(amended
Code
section
9
490.123).
10
DEFINITIONS.
The
bill
rewrites
a
number
of
definitions
11
applicable
throughout
the
IBCA,
including
by
eliminating
the
12
definition
of
a
“public
corporation”
(a
corporation
having
a
13
class
of
voting
stock
that
is
listed
on
a
national
securities
14
exchange
or
held
of
record
by
more
than
2,000
shareholders)
15
which
currently
distinguishes
such
entities
from
closely
held
16
corporations
(amended
Code
section
490.140).
The
bill
defines
17
“eligible
entities”,
which
include
noncorporate
entities
18
authorized
to
engage
in
transactions
with
a
corporation,
19
including
by
merger
or
share
exchange
(amended
Code
sections
20
490.140,
490.1102,
and
490.1103).
21
FORUM.
The
bill
provides
that
the
article
of
incorporation
22
or
bylaws
may
specify
the
forum
for
litigation
involving
23
internal
corporate
claims
(new
Code
section
490.208).
24
RATIFICATION
AS
A
METHOD
TO
CURE
A
DEFECT
IN
A
CORPORATE
25
ACTION.
The
bill
provides
a
process
to
remedy
a
defect
26
in
the
manner
in
which
a
corporate
action
was
authorized
27
(“ratification”),
including
an
action
relating
to
the
issuance
28
of
shares,
thereby
creating
a
“safe
harbor”
procedure
for
a
29
corporation
to
avoid
a
legal
challenge.
The
remedial
action
30
may
be
taken
by
the
board
of
directors
and
if
required
by
31
the
shareholders.
It
also
provides
for
a
judicial
remedy.
32
Finally,
the
bill
provides
for
the
retroactive
validity
of
the
33
remedial
action
(new
Code
sections
490.145
through
490.152).
34
REGISTERED
OFFICES
AND
REGISTERED
AGENTS.
The
bill
provides
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that
the
resignation
of
a
registered
agent
of
a
foreign
1
corporation
takes
effect
either
at
12:01
a.m.
on
the
31st
day
2
after
the
day
on
which
the
registration
statement
is
filed
with
3
the
secretary
of
state
or
the
designation
of
a
new
registered
4
agent
by
the
corporation,
whichever
is
earlier
(amended
Code
5
section
490.503).
6
DIRECTORS.
The
bill
provides
for
the
qualifications
of
7
directors
or
nominees
for
directors,
including
as
may
be
8
prescribed
by
the
articles
of
incorporation
or
bylaws
(e.g.,
9
not
being
subject
to
criminal,
civil,
or
administrative
10
sanctions).
It
requires
that
the
qualifications
must
be
both
11
reasonable
and
lawful
(amended
Code
section
490.802).
It
12
provides
for
the
judicial
removal
of
a
director
by
a
court
and
13
for
a
court
order
barring
the
director
from
seeking
reelection
14
(amended
Code
section
490.809).
It
also
provides
quorum
15
requirements
for
a
meeting
of
the
board
as
specified
by
the
16
articles
of
incorporation
or
bylaws
so
long
as
it
consists
17
of
at
least
one-third
of
the
total
number
of
directors
as
18
currently
required
(amended
Code
section
490.824).
It
also
19
provides
that
in
a
noncompetitive
election,
a
director
who
20
failed
to
receive
a
majority
vote
may
fill
the
office
for
90
21
days
(new
Code
section
490.1022).
22
DIRECTORS
AND
OFFICERS
——
BUSINESS
OPPORTUNITIES
AND
23
EXPENSES.
A
director
or
officer
may
be
presented
with
24
a
business
opportunity
that
affects
the
interest
of
the
25
corporation,
and
may
create
a
duty
to
present
the
business
26
opportunity
to
the
corporation
to
be
approved
by
qualified
27
(i.e.,
disinterested)
board
members.
The
bill
provides
that
28
the
articles
of
incorporation
may
limit
or
eliminate
this
duty
29
(amended
Code
sections
490.202
and
490.870).
It
also
provides
30
for
advancing
expenses
to
directors
and
officers
(e.g.,
in
31
cases
involving
litigation).
The
bill
eliminates
a
requirement
32
that
the
director
or
officer
must
provide
a
written
affirmation
33
that
the
director
or
officer
has
satisfied
the
required
34
standard
of
conduct,
but
does
not
amend
another
requirement
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that
requires
repayment
if
the
person
is
not
required
to
be
1
indemnified
(amended
Code
sections
490.851
and
490.853).
2
OFFICERS
——
STANDARD
OF
CONDUCT.
The
bill
provides
methods
3
for
an
officer
to
report
a
violation
of
law
or
other
breach
of
a
4
fiduciary
obligation
(amended
Code
section
490.842).
5
SHAREHOLDERS.
The
bill
provides
for
procedures
for
6
notifying
shareholders
(amended
Code
section
490.141).
It
7
amends
provisions
allowing
for
remote
participation
by
8
shareholders,
by
providing
for
such
access
during
annual
9
and
special
meetings,
including
remote-only
access
without
10
a
designated
location
(amended
Code
section
490.709).
It
11
prohibits
a
corporation
from
voting
shares
of
an
entity
12
which
is
owned
or
controlled
by
the
corporation,
regardless
13
of
the
circumstances
(amended
Code
section
490.721).
It
14
provides
that
the
articles
of
incorporation
or
bylaws
cannot
15
establish
a
quorum
that
is
less
than
that
required
by
the
16
Code
chapter
(amended
Code
section
490.725).
It
requires
17
that
before
a
shareholder
(interest
holder)
becomes
liable
18
for
a
new
obligation
due
to
the
amendment
to
the
articles
of
19
incorporation
(new
interest
holder
liability),
the
shareholder
20
must
provide
written
consent
(amended
Code
section
490.1003).
21
SHARES
AND
DISTRIBUTIONS.
The
bill
provides
that
a
22
shareholder
may
become
personally
liable
for
the
debts
of
23
the
corporation
if
such
liability
is
due
to
a
shareholder’s
24
conduct.
It
eliminates
a
provision,
not
part
of
the
MBCA,
25
referred
to
as
the
“poison
pill”
that
allows
a
board
of
26
directors
to
prevent
a
hostile
takeover
(repealed
Code
27
section
490.624A).
It
provides
that
a
board
of
directors
may
28
fix
the
record
date
for
determining
when
shareholders
are
29
entitled
to
receive
a
dividend
or
distribution
(amended
Code
30
sections
490.623
and
490.640).
The
record
date
is
the
date
31
for
determining
the
identity
of
the
corporation’s
shareholders
32
(amended
Code
section
490.705).
33
DOMESTICATION
AND
CONVERSION.
The
bill
provides
a
procedure
34
referred
to
as
domestication
which
allows
an
entity
organized
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under
Iowa
law
to
change
its
state
of
incorporation
(to
become
1
foreign)
to
another
state
or
to
allow
an
entity
incorporated
2
in
another
state
to
be
incorporated
in
Iowa
(new
Code
sections
3
490.920
through
490.924).
It
also
rewrites
provisions
for
4
the
process
of
conversion
in
which
a
domestic
corporation
may
5
become
another
type
of
entity
or
a
foreign
entity
which
is
not
6
a
corporation
may
become
a
domestic
corporation
(Iowa
Code
7
sections
490.1111
through
490.1114
repealed
and
replaced
by
new
8
Code
sections
490.930
through
490.935).
9
FOREIGN
CORPORATIONS.
The
bill
eliminates
the
term
10
“certificate
of
authorization”
issued
to
a
foreign
corporation,
11
replaces
that
term
with
“certificate
of
registration”,
and
12
includes
specific
requirements
for
that
document
(Code
section
13
490.128).
It
repeals
a
number
of
provisions
relating
to
the
14
issuance
or
revocation
of
such
authorization,
including
the
15
withdrawal
of
a
foreign
corporation’s
authorization
(Code
16
section
490.1520),
the
transfer
of
a
foreign
corporation’s
17
authorization
to
transact
business
in
this
state
(Code
section
18
490.1523),
the
grounds
or
the
revocation
of
a
certificate
of
19
authority
(Code
section
490.1530),
the
procedure
for
such
20
revocation
(Code
section
490.1531),
and
a
process
to
repeal
21
that
revocation
(Code
section
490.1532).
22
MERGERS
AND
SHARE
EXCHANGES
WITHOUT
SHAREHOLDER
APPROVAL.
23
The
bill
amends
provisions
allowing
for
both
mergers
(the
24
combination
or
consolidation
of
two
or
more
entities
into
a
25
new
entity)
and
a
share
exchange
(a
transaction
in
which
two
26
corporations
exchange
shares
or
securities
which
results
in
one
27
corporation
controlling
the
acquired
corporation
while
each
28
corporation
remains
in
existence).
The
bill
allows
a
merger
or
29
share
exchange
without
a
shareholder
vote
in
addition
to
the
30
current
short
form
exception
that
allows
such
a
transaction
31
only
if
the
acquiring
corporation
would
own
90
percent
of
the
32
shares
in
the
other
corporation
after
the
transaction.
Under
33
the
bill,
the
transaction
is
allowed,
so
long
as
a
number
34
of
conditions
are
satisfied
(amended
Code
sections
490.1101
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through
490.1108
and
unamended
sections
490.1108A
through
1
490.1110).
The
merger
or
share
exchange
must
follow
the
tender
2
offer
and
be
made
on
the
terms
provided
in
the
plan
of
merger
3
or
share
exchange,
and
the
offeror
must
acquire
enough
shares
4
to
permit
it
to
approve
the
merger
or
share
exchange
as
if
the
5
matter
were
submitted
to
a
vote
at
a
meeting
of
shareholders.
6
It
would
also
allow
for
a
subsidiary
corporation
to
merge
with
7
an
unincorporated
parent
entity
without
the
approval
of
the
8
subsidiary
corporation’s
board
of
directors
or
shareholders
9
(amended
Code
section
490.1105).
10
APPRAISAL
RIGHTS.
The
bill
amends
provisions
that
allow
11
a
minority
(dissenting)
shareholder
to
assert
appraisal
12
rights
which
triggers
a
payout
for
the
fair
value
for
the
13
shareholder’s
shares
under
limited
circumstances
where
a
14
material
change
in
the
relationship
between
the
corporation
15
and
the
shareholder
is
proposed
(e.g.,
in
the
case
of
a
merger
16
or
share
exchange).
The
bill
provides
that
a
domestication
17
or
conversion
to
an
unincorporated
entity
also
triggers
that
18
right
(Code
section
490.1302).
It
also
limits
the
right
to
an
19
appraisal
if
the
corporate
action
involves
the
distribution
of
20
the
corporation’s
net
assets
to
the
shareholders.
21
DISSOLUTION.
The
bill
allows
the
board
of
directors
to
fix
22
a
record
date
to
determine
shareholder
distribution
so
long
as
23
it
is
not
made
retroactive
(amended
Code
section
490.1405).
It
24
also
requires
the
board
to
make
reasonable
payment
of
claims
25
and
distributions
in
liquidations
of
assets
to
shareholders
26
after
satisfying
claims
(amended
Code
section
490.1409).
27
The
bill
largely
retains
the
current
provision
allowing
for
28
reinstatement
following
administrative
dissolution
(amended
29
Code
section
490.1422).
30
RECORDS
AND
REPORTS.
The
bill
amends
provisions
which
allow
31
for
the
inspection
of
corporate
records
by
shareholders
(e.g.,
32
articles
of
incorporation,
bylaws,
notices
to
shareholders,
33
contact
information
for
directors
and
officers,
biennial
34
reports,
minutes
of
meetings,
records
of
action
taken
without
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a
board
or
committee
meeting,
and
financial
statements).
The
1
bill
provides
that
the
corporation
may
impose
reasonable
2
restrictions
upon
a
shareholder’s
request,
including
3
confidentiality
and
the
use
distribution
of
such
records
4
(amended
Code
sections
490.1601
and
490.1602).
It
eliminates
5
a
requirement
that
a
corporation
deliver
or
make
available
6
to
shareholders
the
corporation’s
annual
financial
statement
7
(amended
Code
section
490.1620).
It
does
not
adopt
the
new
8
MBCA’s
provisions
relating
to
annual
reports
but
retains
and
9
revises
the
provision
requiring
corporations
to
prepare
and
10
deliver
biennial
reports
to
the
secretary
of
state
(amended
11
Code
section
490.1622).
12
BENEFIT
CORPORATIONS.
The
bill
authorizes
benefit
13
corporations.
A
benefit
corporation
allows
an
entity
to
be
14
formed
as
a
corporation
but
requires
directors
to
consider,
in
15
addition
to
shareholder
interests,
the
social,
environmental,
16
and
other
effects
of
corporate
activity,
and
allows
business
17
decisions
to
be
based
on
such
effects,
even
where
those
18
decisions
may
be
contrary
to
the
financial
interests
of
19
shareholders
(new
Code
sections
490.1701
through
490.1706).
20
In
order
to
become
or
stop
from
being
a
benefit
corporation,
21
the
articles
of
incorporation
must
be
amended
by
a
two-thirds
22
vote
of
all
outstanding
shares
of
the
corporation
entitled
to
23
vote
on
the
question
(new
Code
section
490.1703).
A
benefit
24
corporation
is
required
to
prepare
an
annual
benefit
report
25
that
addresses
the
efforts
of
the
corporation
during
the
26
preceding
year,
which
may
be
based
on
a
third-party
standard
27
(new
Code
section
490.1705).
28
TRANSITIONAL
PROVISIONS.
The
bill
includes
a
number
of
29
transitional
provisions.
This
includes
exceptions
from
its
30
provisions,
including
county
and
district
fairs
(Code
chapter
31
174),
entities
organized
on
a
cooperative
basis
(Code
chapters
32
497,
498,
499,
499A,
501,
and
501A),
financial
institutions
33
(Code
chapters
524
and
533),
corporations
organized
on
a
mutual
34
plan
(Code
chapter
491),
and
professional
corporations
(Code
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chapter
496C).
The
Code
section
does
not
prohibit
an
entity
1
from
electing
to
adopt
the
provisions
of
Code
chapter
490
(Code
2
section
490.1701).
3
COORDINATING
AMENDMENTS.
The
bill
includes
a
number
of
4
coordinating
amendments
in
various
Code
chapters.
5
EFFECTIVE
DATE.
The
division
of
the
bill
takes
effect
on
6
January
1,
2022.
7
DIVISION
II
——
NOT
FOR
PROFIT
CORPORATIONS.
The
bill
8
amends
Code
section
504.205
which
provides
that
a
state
agency
9
is
prohibited
from
imposing
a
requirement
on
a
nonprofit
10
corporation
that
is
more
restrictive
or
expansive
than
a
11
requirement
imposed
by
state
or
federal
law.
12
EFFECTIVE
DATE.
The
division
of
the
bill
takes
effect
upon
13
enactment.
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