Iowa Code § 504.141
Chapter definitions.
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Statutory text
504.141 Chapter definitions.
As used in this chapter, unless the context otherwise requires:
1. “Approved by the members” or “approval by the members” means approved or ratified
by the affirmative vote of a majority of the votes represented and voting at a duly held
meeting at which a quorum is present, which affirmative votes also constitute a majority of
the required quorum, or by a written ballot or written consent in conformity with this chapter
or by the affirmative vote, written ballot, or written consent of such greater proportion,
including the votes of all the members of any class, unit, or grouping as may be provided in
the articles, bylaws, or this chapter for any specified member action.
2. “Articles of incorporation” or “articles” includes amended and restated articles of
incorporation and articles of merger.
3. “Board” or “board of directors” means the board of directors of a corporation except
that no person or group of persons are the board of directors because of powers delegated to
that person or group pursuant to section 504.801.
4. “Bylaws” means the code or codes of rules other than the articles adopted pursuant to
this chapter for the regulation or management of the affairs of a corporation irrespective of
the name or names by which such rules are designated.
5. “Class” means a group of memberships which have the same rights with respect to
voting, dissolution, redemption, and transfer. For purposes of this section, rights shall be
considered the same if they are determined by a formula applied uniformly.
6. “Corporation” means a public benefit, mutual benefit, or religious corporation.
7. “Delegates” means those persons elected or appointed to vote in a representative
assembly for the election of a director or directors or on other matters.
8. “Deliver” or “delivery” means any method of delivery used in conventional commercial
practice, including delivery in person, by mail, commercial delivery, and electronic
transmission.
9. “Directors” means individuals, designated in the articles or bylaws or elected by the
incorporators, and their successors and individuals elected or appointed by any other name
or title to act as members of the board.
10. “Distribution” means the payment of a dividend or any part of the income or profit of
a corporation to its members, directors, or officers.
11. “Domestic corporation” means a corporation.
12. “Domestic unincorporated entity” means an unincorporated entity whose internal
affairs are governed by the laws of this state.
13. “Effective date of notice” is defined in section 504.142.
14. “Electronic transmission” or “electronically transmitted” means any process of
communication not directly involving the physical transfer of paper that is suitable for the
retention, retrieval, and reproduction of information by the recipient.
15. “Employee” does not include an officer or director of a corporation who is not
otherwise employed by the corporation.
16. “Entity” includes a domestic or foreign business corporation; domestic or foreign
nonprofit corporation; domestic or foreign unincorporated entity; estate; trust; state; the
United States; governmental subdivision; and foreign government.
17. “File”, “filed”, or “filing” means filed in the office of the secretary of state.
18. “Foreign corporation” means a corporation organized under laws other than the laws
of this state which would be a nonprofit corporation if formed under the laws of this state.
19. “Foreign unincorporated entity” means an unincorporated entity whose internal affairs
are governed by an organic law of a jurisdiction other than this state.
20. “Governmental subdivision” includes an authority, county, district, and municipality.
21. “Includes” denotes a partial definition.
22. “Individual” includes the estate of an incompetent individual.
23. “Means” denotes a complete definition.
24. “Member” means a person who on more than one occasion, pursuant to the provisions
of a corporation’s articles or bylaws, has a right to vote for the election of a director or
directors of a corporation, irrespective of how a member is defined in the articles or bylaws
of the corporation. A person is not a member because of any of the following:
a. The person’s rights as a delegate.
b. The person’s rights to designate a director.
c. The person’s rights as a director.
25. “Membership” refers to the rights and obligations a member or members have
pursuant to a corporation’s articles, bylaws, and this chapter.
26. “Mutual benefit corporation” means a domestic or foreign corporation that is required
to be a mutual benefit corporation pursuant to section 504.1705.
27. “Notice” is defined in section 504.142.
28. “Organic law” means a statute principally governing the internal affairs of a domestic
or foreign business corporation, nonprofit corporation, or unincorporated entity.
29. “Organic record” means a public organic record or private organic record.
30. “Person” includes any individual or entity.
31. “Principal office” means the office in or out of this state so designated in the biennial
report filed pursuant to section 504.1613 where the principal offices of a domestic or foreign
corporation are located.
32. “Private organic record” means any record, other than a public organic record, if any,
that determines the internal governance of an unincorporated entity. Where a private organic
record has been amended or restated, “private organic record” means the private organic
record as last amended or restated.
33. “Proceeding” includes a civil suit and criminal, administrative, or investigatory
actions.
34. “Public benefit corporation” means a domestic or foreign corporation that is required
to be a public benefit corporation pursuant to section 504.1705.
35. “Public organic record” means the record, if any, that is filed of public record, to create
an unincorporated entity. Where a public organic record has been amended or restated,
“public organic record” means the public organic record as last amended or restated.
36. “Record” means information that is inscribed on a tangible medium or that is stored
in an electronic or other medium and is retrievable in perceivable form.
37. “Record date” means the date established under subchapter VI or VII on which a
corporation determines the identity of its members for the purposes of this chapter.
38. “Religious corporation” means a domestic or foreign corporation that engages in
religious activity as one of the corporation’s principal purposes.
39. “Secretary” means the corporate officer to whom the board of directors has delegated
responsibility under section 504.841, subsection 2, for custody of the minutes of the directors’
and members’ meetings and for authenticating the records of the corporation.
40. “Sign” or “signature” includes a manual, facsimile, conformed, or electronic signature.
41. “State”, when referring to a part of the United States, includes a state and
commonwealth and their agencies and governmental subdivisions, and a territory and
insular possession and their agencies and governmental subdivisions of the United States.
42. a. “Unincorporated entity” means an organization or other legal entity that is not a
corporation and that either has a separate legal existence or has the power to acquire an
estate in real property in the entity’s own name. “Unincorporated entity” includes a general
partnership, limited liability company, limited partnership, business or statutory trust, joint
stock association, and unincorporated nonprofit association.
b. “Unincorporated entity” does not include a domestic or foreign business corporation,
a nonprofit corporation, an estate, a trust, a governmental subdivision, a state, the United
States, or a foreign government.
43. “United States” includes a district, authority, bureau, commission, department, and
any other agency of the United States.
44. “Vote” includes authorization by written ballot and written consent.
45. “Voting power” means the total number of votes entitled to be cast for the election
of directors at the time the determination of voting power is made, excluding a vote that is
contingent upon the happening of a condition or event that has not occurred at the time.
When a class is entitled to vote as a class for directors, the determination of voting power of
the class shall be based on the percentage of the number of directors the class is entitled to
elect out of the total number of authorized directors.
2004 Acts, ch 1049, §14, 192; 2005 Acts, ch 19, §78; 2012 Acts, ch 1049, §1, 2
Referred to in §9H.1, 123.173A, 462A.17B, 504.103, 504.611
Synced from the Florida Legislature’s official site. Verify the current version before citing.
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Reference only. Not legal advice. Verify current text at the official state legislature website before citing. Printed from Common Elements (September 24, 2026).