Iowa Code

Iowa Code § 490.206 (2026)

Bylaws

✓ current as of July 2026

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1. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. \n Tue Dec 09 22:07:42 2025 Iowa Code 2026, Chapter 490 (142, 1) §490.206, BUSINESS CORPORATIONS 26\n\n 2. The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation.

3. The bylaws may contain any of the following provisions:

a. A requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to such procedures or conditions as are provided in the bylaws, one or more individuals nominated by a shareholder in addition to individuals nominated by the board of directors.

b. A requirement that the corporation reimburse the expenses incurred by a shareholder in soliciting proxies or consents in connection with an election of directors, to the extent and subject to such procedures and conditions as are provided in the bylaws, provided that no bylaw so adopted shall apply to elections for which any record date precedes its adoption.

4. Notwithstanding section 490.1020, subsection 2, paragraph “b”, the shareholders in amending, repealing, or adopting a bylaw described in subsection 3 shall not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in or to add any procedure or condition to such a bylaw to provide for a reasonable, practical, and orderly process. 89 Acts, ch 288, §23; 2021 Acts, ch 165, §30, 230 Referred to in §490.749, 490.1020 \n

Notes of Decisions

Cited in 2 cases, 1994–2015 · leading case: Lange v. Lange, 520 N.W.2d 113 (Iowa 1994).

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Lange v. Lange, 520 N.W.2d 113 (Iowa 1994). · cites it 2× “See Iowa Code § 490.206 (2) (1991). The court held that if redemption were permitted, the price must necessarily be $100 per share.”

Minger Constr., Inc. v. Clark Farms, Ltd., & Kevin W. Clark, AKA K.W. \Casey\" Clark" (Iowa Ct. App. 2015). · cites it 2× “See Iowa Code § 490.206 . There was no evidence showing the company failed to maintain a registered office and agent.”

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