Iowa Code Title XII. Business Entities [Chs. 486-504C] § 490.1003. Amendment by board of directors and shareholders

1. The proposed amendment shall first be adopted by the board of directors.

3. The board of directors may set conditions for the approval of the amendment by the shareholders or the effectiveness of the amendment.

4. If the amendment is required to be approved by the shareholders, and the approval is to be given at a meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the amendment. The notice must contain or be accompanied by a copy of the amendment.

5. Unless the articles of incorporation or bylaws, or the board of directors acting pursuant to subsection 3, require a greater vote or a greater quorum, approval of the amendment requires the approval of the shareholders at a meeting at which a quorum consisting of a majority of the votes entitled to be cast on the amendment exists, and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as provided in section 490.1004, subsection 3, the approval of each such separate voting group at a meeting at which a quorum of the voting group exists consisting of a majority of the votes entitled to be cast on the amendment by that voting group.

7. As used in subsection 6 and section 490.1009, “new interest holder liability” means interest holder liability of a person resulting from an amendment of the articles of incorporation if any of the following applies: