HF 844 — A bill for an act providing for business entities, providing for certain fees, and including effective date provisions. (Formerly HF 681, HSB 39.) Effective date: Enactment, 01/01/2022, 07/01/2021.

844 to the articles of incorporation, and any other documents permitted or required to be delivered for filing by a domestic business corporation with the secretary of state under any provision of this chapter that modify, amend, supplement, restate, or replace the articles of incorporation.

5.House File 844, p.

11 5.

HF8. 844 (2) 89 -11- da/jh/md 11/269 H.F.

844 8.

14.House File 844, p.

12 14.

Retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with section 490.141, HFsubsection 84410. (2) 89 -12- da/jh/md 12/269 H.F.

844 subsection 10.

24.House File 844, p.

13 24.

“Governor” means any person under whose authority the HFpowers 844of (2)an 89entity -13-are da/jh/mdexercised 13/269and H.F.under whose direction the activities and affairs of the entity are managed pursuant to the organic law governing the entity and its organic rules.

844 powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law governing the entity and its organic rules.

For purposes of paragraph “a”, except as otherwise providedHouse inFile the844, articlesp. of incorporation of a domestic HF 844 (2) 89 -14- da/jh/md 14/269 H.F.

84414 provided in the articles of incorporation of a domestic corporation or the organic law or organic rules of an eligible entity or a foreign corporation, interest holder liability arises under paragraph “a”, subparagraph (1), when the corporation or eligible entity incurs the liability.

(2) The rules, regardless of whether in writing, that govern the internal affairs of an unincorporated entity, are binding HFon 844all (2)of 89its -15-interest da/jh/mdholders, 15/269and H.F.are not part of its public organic record, if any.

844 on all of its interest holders, and are not part of its public organic record, if any.

Where private organic rules have been amended or restated,House theFile term844, meansp. the private organic rules as last amended or restated.

15 restated, the term means the private organic rules as last amended or restated.

“Secretary” means the corporate officer to whom the board of directors has delegated responsibility under section 490.840, subsection 3, to maintain the minutes of the meetings HFof 844the (2)board 89of -16-directors da/jh/mdand 16/269of H.F.the shareholders and for authenticating records of the corporation.

844 of the board of directors and of the shareholders and for authenticating records of the corporation.

52.House File 844, p.

16 52.

HF(2) 844A (2)series 89of -17-a da/jh/mdlimited 17/269liability H.F.company or of another type of entity.

844 (2) A series of a limited liability company or of another type of entity.

“United States” includes district, authority, bureau, commission, department, and any other agency of the United States.House File 844, p.

17 States.

A notice under this chapter must be in writing unless HForal 844notice (2)is 89reasonable -18-in da/jh/mdthe 18/269circumstances. H.F.

844 oral notice is reasonable in the circumstances.

A notice or other communication to a domestic corporation orHouse toFile a844, foreignp. corporation registered to do business in this state may be delivered to the corporation’s registered agent at its registered office or to the secretary at the corporation’s principal office shown in its most recent biennial report required by section 490.1622 or, in the case of a foreign corporation that has not yet delivered a biennial report, in its foreign registration statement.

18 or to a foreign corporation registered to do business in this state may be delivered to the corporation’s registered agent at its registered office or to the secretary at the corporation’s principal office shown in its most recent biennial report required by section 490.1622 or, in the case of a foreign corporation that has not yet delivered a biennial report, in its foreign registration statement.

HFprovided, 844however, (2)the 89inadvertent -19-failure da/jh/mdto 19/269treat H.F.such inability as a revocation shall not invalidate any meeting or other action.

844 provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

An electronic transmission is received under this sectionHouse evenFile if844, nop. person is aware of its receipt.

19 section even if no person is aware of its receipt.

(1) If sent by registered or certified mail, return receipt HFrequested, 844the (2)date 89shown -20-on da/jh/mdthe 20/269return H.F.receipt signed by or on behalf of the addressee.

844 requested, the date shown on the return receipt signed by or on behalf of the addressee.

The articles of incorporation or bylaws may authorize or require delivery of noticesHouse ofFile meetings844, ofp. directors by electronic transmission.

20 notices of meetings of directors by electronic transmission.

(1) Notices to the shareholders of two consecutive annual meetings, and all notices of meetings during the period between HFsuch 844two (2)consecutive 89annual -21-meetings, da/jh/mdhave 21/269been H.F.sent to such shareholder at such shareholder’s address as shown on the records of the corporation and have been returned undeliverable or could not be delivered.

844 such two consecutive annual meetings, have been sent to such shareholder at such shareholder’s address as shown on the records of the corporation and have been returned undeliverable or could not be delivered.

For purposes of this chapter, shareholdings registered inHouse substantiallyFile similar844, namesp. constitute one shareholder if it is reasonable to believe that the names represent the same person.

21 in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.

As used in this chapter, a “qualified director” means a director who takes action, if at the time action is to be taken HFany 844of (2)the 89following -22-applies: da/jh/md 22/269 H.F.

844 any of the following applies:

e.House File 844, p.

22 e.

HF(2) 844Has (2)a 89material -23-relationship da/jh/mdwith 23/269a H.F.director or officer who pursues or takes advantage of the business opportunity, directly, or indirectly through or on behalf of another person.

844 (2) Has a material relationship with a director or officer who pursues or takes advantage of the business opportunity, directly, or indirectly through or on behalf of another person.

A corporation has delivered written notice or any HFHouse 844File (2)844, 89p. -24- da/jh/md 24/269 H.F.

84423 other report or statement under this chapter, the articles of incorporation, or the bylaws to all shareholders who share a common address if all of the following apply:

“Date of the defective corporate action” means the date HFor, 844if (2)the 89defective -25-corporate da/jh/mdaction 25/269occurred H.F.or may have occurred on more than one date, the range of dates, or the approximate date or range of dates, if the exact date or range of dates is unknown or not readily ascertainable, the defective House File 844, p.

84424 or, if the defective corporate action occurred or may have occurred on more than one date, the range of dates, or the approximate date or range of dates, if the exact date or range of dates is unknown or not readily ascertainable, the defective corporate action was purported to have been taken.

HF7. 844 (2) 89 -26- da/jh/md 26/269 H.F.

844 7.

(1) The time at which the ratification of the defective corporateHouse actionFile is844, approvedp. by the shareholders, or if approval of shareholders is not required, the time at which the notice required by section 490.149 becomes effective in accordance with section 490.141.

25 corporate action is approved by the shareholders, or if approval of shareholders is not required, the time at which the notice required by section 490.149 becomes effective in accordance with section 490.141.

The effectiveness under this part and under subchapter X of an amendment to the articles of incorporation authorizing, HFdesignating, 844or (2)creating 89such -27-shares. da/jh/md 27/269 H.F.

844 designating, or creating such shares.

The defective corporate action to be ratified and, if the defectiveHouse corporateFile action844, involvedp. the issuance of putative shares, the number and type of putative shares purportedly issued.

26 defective corporate action involved the issuance of putative shares, the number and type of putative shares purportedly issued.

If any provision of this chapter, the articles of HFincorporation 844or (2)bylaws, 89any -28-corporate da/jh/mdresolution, 28/269or H.F.any plan or agreement to which the corporation is a party in effect at the time action under subsection 1 is taken requires shareholder approval or would have required shareholder approval at the date of the occurrence of the defective corporate action, the ratification of the defective corporate action approved in the action taken by the directors under subsection 1 shall be submitted to the shareholders for approval in accordance with section 490.148.

844 incorporation or bylaws, any corporate resolution, or any plan or agreement to which the corporation is a party in effect at the time action under subsection 1 is taken requires shareholder approval or would have required shareholder approval at the date of the occurrence of the defective corporate action, the ratification of the defective corporate action approved in the action taken by the directors under subsection 1 shall be submitted to the shareholders for approval in accordance with section 490.148.

1.House File 844, p.

27 1.

Either a copy of the action taken by the board of HFdirectors 844in (2)accordance 89with -29-section da/jh/md490.147, 29/269subsection H.F.1, or the information required by section 490.147, subsection 1, paragraphs “a” through “d”.

844 directors in accordance with section 490.147, subsection 1, or the information required by section 490.147, subsection 1, paragraphs “a” through “d”.

The approval by shareholders to ratify the election of a director requires that the votes cast within the voting group favoring such ratification exceed the votes cast opposing such ratification of the election at a meeting at which a quorum is present.House File 844, p.

28 present.

HFSec. 844 (2) 89 -30- da/jh/md 30/269 H.F.

844 Sec.

3.House File 844, p.

29 3.

HFFrom 844and (2)after 89the -31-validation da/jh/mdeffective 31/269time, H.F.and without regard to the one hundred twenty-day period during which a claim may be brought under section 490.152, all of the following shall apply:

844 From and after the validation effective time, and without regard to the one hundred twenty-day period during which a claim may be brought under section 490.152, all of the following shall apply:

If the defective corporate action ratified under this part would have required under any other section of this chapter a filing in accordance with this chapter, then, regardless of whether a filing was previously made in respect ofHouse suchFile defective844, corporatep. action and in lieu of a filing otherwise required by this chapter, the corporation shall file articles of validation in accordance with this section, and such articles of validation shall serve to amend or substitute for any other filing with respect to such defective corporate action required by this chapter.

30 of such defective corporate action and in lieu of a filing otherwise required by this chapter, the corporation shall file articles of validation in accordance with this section, and such articles of validation shall serve to amend or substitute for any other filing with respect to such defective corporate action required by this chapter.

The articles of validation must set forth all of the HFfollowing: 844 (2) 89 -32- da/jh/md 32/269 H.F.

844 following:

If a filing was previously made in respect of the defective corporate action and such filing requires any change to give effect to the ratification of such defective corporate actionHouse inFile accordance844, withp. section 490.147, the articles of validation must set forth all of the following:

(1)31 Theaction name,in title,accordance andwith filingsection date490.147, of the filingarticles HFof 844validation (2)must 89set -33-forth da/jh/mdall 33/269of H.F.the following:

844(1) The name, title, and filing date of the filing previously made and any articles of correction to that filing.

Determine the validity and effectiveness of any corporate HFaction 844or (2)defective 89corporate -34-action. da/jh/md 34/269 H.F.

844House actionFile or844, defectivep. corporate action.

32 b.

HF1. 844 (2) 89 -35- da/jh/md 35/269 H.F.

844 1.

The number of shares the corporation is authorized to issue.House File 844, p.

33 issue.

(2) An intentional infliction of harm on the corporation or HFthe 844shareholders. (2) 89 -36- da/jh/md 36/269 H.F.

844 the shareholders.

(1) Receipt of a financial benefit to which the director is notHouse entitled.File 844, p.

34 not entitled.

As used in this section, “related person” has the meaning HFspecified 844in (2)section 89490.860. -37- da/jh/md 37/269 H.F.

844 specified in section 490.860.

Section 490.205, Code 2021, is amended by striking theHouse sectionFile and844, insertingp. in lieu thereof the following:

35 the section and inserting in lieu thereof the following:

HF3. 844 (2) 89 -38- da/jh/md 38/269 H.F.

844 3.

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 individualsHouse nominatedFile by844, thep. board of directors.

36 individuals nominated by the board of directors.

Unless the articles of incorporation provide otherwise, HFthe 844board (2)of 89directors -39-may da/jh/mdadopt 39/269bylaws H.F.to be effective only in an emergency as defined in subsection 4.

844 the board of directors may adopt bylaws to be effective only in an emergency as defined in subsection 4.

Sec.House File 844, p.

37 Sec.

If the court or courts of this state specified in a provision adopted under subsection 1 do not HFhave 844the (2)requisite 89personal -40-and da/jh/mdsubject 40/269matter H.F.jurisdiction and another court of this state does have such jurisdiction, then the internal corporate claim may be brought in such other court of this state, notwithstanding that such other court of this state is not specified in such provision, and in any other court specified in such provision that has the requisite jurisdiction.

844 have the requisite personal and subject matter jurisdiction and another court of this state does have such jurisdiction, then the internal corporate claim may be brought in such other court of this state, notwithstanding that such other court of this state is not specified in such provision, and in any other court specified in such provision that has the requisite jurisdiction.

490.209 Foreign-trade zone corporation.House File 844, p.

38 corporation.

The domestic or foreign corporation described in this section has all powers necessary or convenient for applying for a grant of authority to HFestablish, 844operate, (2)and 89maintain -41-a da/jh/mdforeign-trade 41/269zone H.F.under 19 U.S.C.

844 establish, operate, and maintain a foreign-trade zone under 19 U.S.C.

Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interestsHouse in,File or844, obligationsp. of, any other entity.

39 interests in, or obligations of, any other entity.

Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other securities and obligations, which may be convertible into or include the option to purchase other securities of the corporation, and secure any of its obligations by mortgage or pledge of any of HFits 844property, (2)franchises, 89or -42-income. da/jh/md 42/269 H.F.

844 its property, franchises, or income.

During an emergency as defined in subsection 4, unless emergencyHouse bylawsFile provide844, otherwise:p.

40 emergency bylaws provide otherwise:

Notice of a meeting of the board of directors need be HFgiven 844only (2)to 89those -43-directors da/jh/mdwhom 43/269it H.F.is practicable to reach and may be given in any practicable manner.

844 given only to those directors whom it is practicable to reach and may be given in any practicable manner.

A corporate name reserved or registered under section 490.402 or 490.403 or any similar provision of the law of this HFstate. 844 (2) 89 -44- da/jh/md 44/269 H.F.

844 state.

The name of a foreign corporation registered to do businessHouse inFile this844, statep. or an alternate name adopted by a foreign corporation registered to do business in this state because its corporate name is unavailable.

41 business in this state or an alternate name adopted by a foreign corporation registered to do business in this state because its corporate name is unavailable.

HFa. 844 (2) 89 -45- da/jh/md 45/269 H.F.

844 a.

The applicant delivers to the secretary of state a certifiedHouse copyFile of844, thep. final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this state.

42 certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this state.

The application must set forth the name and address HFof 844the (2)applicant 89and -46-the da/jh/mdname 46/269proposed H.F.to be reserved.

844 of the applicant and the name proposed to be reserved.

Section 490.403, Code 2021, is amended by striking theHouse sectionFile and844, insertingp. in lieu thereof the following:

43 the section and inserting in lieu thereof the following:

A foreign corporation whose name registration is effective may renew it for successive years by delivering HFto 844the (2)secretary 89of -47-state da/jh/mdfor 47/269filing H.F.a renewal application, which complies with the requirements of subsection 2, between October 1 and December 31 of the preceding year.

844 to the secretary of state for filing a renewal application, which complies with the requirements of subsection 2, between October 1 and December 31 of the preceding year.

The registration terminates when the domestic corporation isHouse incorporatedFile or844, thep. foreign corporation registers to do business under that name.

44 is incorporated or the foreign corporation registers to do business under that name.

HF490.502 844Change (2)of 89registered -48-office da/jh/mdor 48/269registered H.F.agent.

844 490.502 Change of registered office or registered agent.

2.House File 844, p.

45 2.

HF4. 844 (2) 89 -49- da/jh/md 49/269 H.F.

844 4.

3.House File 844, p.

46 3.

Section 490.504, Code 2021, is amended by striking HFthe 844section (2)and 89inserting -50-in da/jh/mdlieu 50/269thereof H.F.the following:

844 the section and inserting in lieu thereof the following:

(2) The process, notice, or demand is to be served on a registered foreign corporation that has withdrawn its registration pursuant to section 490.1507 or 490.1509, or the registration of which has been terminated pursuant to section 490.1511.House File 844, p.

47 490.1511.

HFService 844is (2)effected 89under -51-this da/jh/mdsubsection 51/269at H.F.the earliest of the following:

844 Service is effected under this subsection at the earliest of the following:

One or more classes or series of shares that together haveHouse fullFile voting844, rights.p.

48 have full voting rights.

HF3. 844 (2) 89 -52- da/jh/md 52/269 H.F.

844 3.

If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to doHouse anyFile of844, thep. following:

HF49 844do (2)any 89of -53-the da/jh/mdfollowing: 53/269 H.F.

844 a.

HFSec. 844 (2) 89 -54- da/jh/md 54/269 H.F.

844 Sec.

1.House File 844, p.

50 1.

The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies HFthem. 844 (2) 89 -55- da/jh/md 55/269 H.F.

844 them.

Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscriptionHouse agreement.File 844, p.

51 subscription agreement.

That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares HFrelates 844to (2)whether 89the -56-shares da/jh/mdare 56/269validly H.F.issued, fully paid, and nonassessable.

844 relates to whether the shares are validly issued, fully paid, and nonassessable.

If theHouse servicesFile are844, notp. performed, the benefits are not received, or the note is not paid, the shares escrowed or restricted and the distributions credited may be canceled in whole or part.

52 the services are not performed, the benefits are not received, or the note is not paid, the shares escrowed or restricted and the distributions credited may be canceled in whole or part.

(1) For purposes of determining the voting power of shares issued and issuable as a result of a transaction or series of integrated transactions, the voting power of shares or other securities convertible into or rights exercisable for shares HFshall 844be (2)the 89greater -57-of da/jh/mdthe 57/269following: H.F.

844 shall be the greater of the following:

A purchaser from a corporation of the corporation’s own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscriptionHouse agreement.File 844, p.

53 subscription agreement.

Shares of one class or series shall not be issued as a share dividend in respect of shares of another class or series HFunless 844one (2)or 89more -58-of da/jh/mdthe 58/269following H.F.conditions are met:

844 unless one or more of the following conditions are met:

The board of directors shall determine the terms and conditions upon which the rights, options, or warrants are issued and the terms,House includingFile the844, considerationp. for which the shares or other securities are to be issued.

54 terms, including the consideration for which the shares or other securities are to be issued.

Invalidate or void such rights, options, or warrants HFheld 844by (2)any 89such -59-person da/jh/mdor 59/269persons H.F.or any such transferee or transferees.

844 held by any such person or persons or any such transferee or transferees.

Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identicalHouse regardlessFile of844, whetherp. their shares are represented by certificates.

55 identical regardless of whether their shares are represented by certificates.

If the corporation is authorized to issue different classes of shares or series of shares within a class, the front or back of each certificate must summarize all of the HFfollowing: 844 (2) 89 -60- da/jh/md 60/269 H.F.

844 following:

Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall deliver toHouse theFile shareholder844, ap. written statement of the information required on certificates by section 490.625, subsections 2 and 3, and, if applicable, section 490.627.

56 to the shareholder a written statement of the information required on certificates by section 490.625, subsections 2 and 3, and, if applicable, section 490.627.

The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between shareholders HFand 844the (2)corporation 89may -61-impose da/jh/mdrestrictions 61/269on H.F.the transfer or registration of transfer of shares of the corporation.

844 and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation.

Require the corporation, the holders of any class or seriesHouse ofFile its844, shares,p. or other persons to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable.

57 series of its shares, or other persons to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable.

Prohibit the transfer of the restricted shares to HFdesignated 844persons (2)or 89classes -62-of da/jh/mdpersons, 62/269if H.F.the prohibition is not manifestly unreasonable.

844 designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

(3) Shares authorized in the articles of incorporation HFHouse 844File (2)844, 89p. -63- da/jh/md 63/269 H.F.

84458 that are issued within six months from the effective date of incorporation.

If the board of directors does not fix a record date for determining shareholders entitled HFto 844a (2)distribution, 89other -64-than da/jh/mdone 64/269involving H.F.a purchase, redemption, or other acquisition of the corporation’s shares, the record date is the date the board of directors authorizes the distribution.

844House toFile a844, distribution,p. other than one involving a purchase, redemption, or other acquisition of the corporation’s shares, the record date is the date the board of directors authorizes the distribution.

59 3.

(1) The date the distribution is authorized if the payment occurs within one hundred twenty days after the date of HFauthorization. 844 (2) 89 -65- da/jh/md 65/269 H.F.

844 authorization.

7.House File 844, p.

60 7.

HF3. 844 (2) 89 -66- da/jh/md 66/269 H.F.

844 3.

b.House File 844, p.

61 b.

No written demand for a special meeting shall be effective unless, within sixty days of the earliest date on which such a demand delivered to the corporation as required by this section was signed, written demands signed by shareholders holding at least the percentage of votes specified in or fixed in accordance HFwith 844subsection (2)1, 89paragraph -67-“b”, da/jh/mdhave 67/269been H.F.delivered to the corporation.

844 with subsection 1, paragraph “b”, have been delivered to the corporation.

Notwithstanding subsections 1 through 4, a public corporationHouse thatFile has844, ap. class of equity securities registered pursuant to section 12 of the federal Securities Exchange Act of 1934 is required to hold a special meeting only upon the occurrence of either any of the following:

62 corporation that has a class of equity securities registered pursuant to section 12 of the federal Securities Exchange Act of 1934 is required to hold a special meeting only upon the occurrence of either any of the following:

The district court of the county where a corporation’s principal office, or, if none in this state, its registered office, is located may summarily order a meeting to be held HFpursuant 844to (2)any 89of -68-the da/jh/mdfollowing: 68/269 H.F.

844 pursuant to any of the following:

The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date or dates for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct thatHouse theFile shares844, representedp. at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.

63 that the shares represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.

Unless otherwise provided in the articles of incorporation, any action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting or vote, and, except as provided in subsection 5, without prior notice, if one or more written consents bearing the date of signature and describing the action taken are HFsigned 844by (2)the 89holders -69-of da/jh/mdoutstanding 69/269shares H.F.having not less than ninety percent of the votes entitled to be cast at a meeting at which all shares entitled to vote on the action were present and voted, and are delivered to the corporation for inclusion in the minutes or filing with the corporate records.

844 signed by the holders of outstanding shares having not less than ninety percent of the votes entitled to be cast at a meeting at which all shares entitled to vote on the action were present and voted, and are delivered to the corporation for inclusion in the minutes or filing with the corporate records.

If not otherwise fixed under section 490.707 and if prior actionHouse byFile the844, boardp. of directors is not required respecting the action to be taken without a meeting, the record date for determining the shareholders entitled to take action without a meeting shall be the first date on which a signed written consent is delivered to the corporation.

64 action by the board of directors is not required respecting the action to be taken without a meeting, the record date for determining the shareholders entitled to take action without a meeting shall be the first date on which a signed written consent is delivered to the corporation.

No written consent shall be effective to take the corporate action referred to HFtherein 844unless, (2)within 89sixty -70-days da/jh/mdof 70/269the H.F.earliest date on which a consent delivered to the corporation as required by this section was signed, written consents signed by sufficient shareholders to take the action have been delivered to the corporation.

844 therein unless, within sixty days of the earliest date on which a consent delivered to the corporation as required by this section was signed, written consents signed by sufficient shareholders to take the action have been delivered to the corporation.

The notice must reasonably describe the action taken and containHouse orFile be844, accompaniedp. by the same material that, under any provision of this chapter, would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

65 contain or be accompanied by the same material that, under any provision of this chapter, would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

If action is taken by less than unanimous written consent of the voting shareholders, the corporation shall give HFits 844nonconsenting (2)voting 89shareholders -71-written da/jh/mdnotice 71/269of H.F.the action not more than ten days after any of the following:

844 its nonconsenting voting shareholders written notice of the action not more than ten days after any of the following:

The notice must include the record date for determining the shareholdersHouse entitledFile to844, votep. at the meeting, if such date is different from the record date for determining shareholders entitled to notice of the meeting.

Unless66 thisshareholders chapterentitled orto vote at the HFmeeting, 844if (2)such 89date -72-is da/jh/mddifferent 72/269from H.F.the record date for determining shareholders entitled to notice of the meeting.

844Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting as of the record date for determining the shareholders entitled to notice of the meeting.

A shareholder’s attendance at a meeting does all of the HFfollowing: 844 (2) 89 -73- da/jh/md 73/269 H.F.

844House following:File 844, p.

67 a.

The record date or dates for a shareholders’ meeting fixed by or in the manner provided in the bylaws or by the board of directors shall be the record date for determining shareholders entitled both to notice of and to vote at HFthe 844shareholders’ (2)meeting 89unless, -74-in da/jh/mdthe 74/269case H.F.of a record date fixed by the board of directors and to the extent not prohibited by the bylaws, the board, at the time it fixes the record date for shareholders entitled to notice of the meeting, fixes a later record date on or before the date of the meeting House File 844, p.

84468 the shareholders’ meeting unless, in the case of a record date fixed by the board of directors and to the extent not prohibited by the bylaws, the board, at the time it fixes the record date for shareholders entitled to notice of the meeting, fixes a later record date on or before the date of the meeting to determine the shareholders entitled to vote at the meeting.

Shareholders participating in a shareholders’ meeting HFby 844means (2)of 89remote -75-communication da/jh/mdshall 75/269be H.F.deemed present and may vote at such a meeting if the corporation has implemented reasonable measures to do all of the following:

844 by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures to do all of the following:

Provide such shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrentlyHouse withFile such844, proceedings.p.

69 concurrently with such proceedings.

The shareholders’ list for notice shall be available for inspection by any shareholder, beginning two business HFdays 844after (2)notice 89of -76-the da/jh/mdmeeting 76/269is H.F.given for which the list was prepared and continuing through the meeting.

844 days after notice of the meeting is given for which the list was prepared and continuing through the meeting.

In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to shareholdersHouse ofFile the844, corporation.p.

70 shareholders of the corporation.

If the corporation refuses to allow a shareholder, or the shareholder’s agent or attorney, to inspect a shareholders’ list before or at the meeting, or copy a list as permitted by subsection 2, the district court of the county where a HFcorporation’s 844principal (2)office 89or, -77-if da/jh/mdnone 77/269in H.F.this state, its registered office, is located, on application of the shareholder, may summarily order the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.

844 corporation’s principal office or, if none in this state, its registered office, is located, on application of the shareholder, may summarily order the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.

2.House File 844, p.

71 2.

HF5. 844 (2) 89 -78- da/jh/md 78/269 H.F.

844 5.

An appointment is valid for the term provided in the appointmentHouse form,File and,844, ifp. no term is provided, is valid for eleven months unless the appointment is irrevocable under subsection 4.

72 appointment form, and, if no term is provided, is valid for eleven months unless the appointment is irrevocable under subsection 4.

HFe. 844 (2) 89 -79- da/jh/md 79/269 H.F.

844 e.

Subject to section 490.724 and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy’s vote or other action as that of the shareholder makingHouse theFile appointment.844, p.

73 making the appointment.

The terms, conditions, and limitations of this treatment shall HFbe 844specified (2)in 89the -80-procedure. da/jh/md 80/269 H.F.

844 be specified in the procedure.

If the name signed on a vote, ballot, consent, waiver, shareholderHouse demand,File or844, proxyp. appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, shareholder demand, or proxy appointment and give it effect as the act of the shareholder.

74 shareholder demand, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, shareholder demand, or proxy appointment and give it effect as the act of the shareholder.

If the name signed on a vote, ballot, consent, waiver, HFshareholder 844demand, (2)or 89proxy -81-appointment da/jh/mddoes 81/269not H.F.correspond to the name of its shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver, shareholder demand, or proxy appointment and give it effect as the act of the shareholder if any of the following applies:

844 shareholder demand, or proxy appointment does not correspond to the name of its shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver, shareholder demand, or proxy appointment and give it effect as the act of the shareholder if any of the following applies:

The corporation is entitled to reject a vote, ballot, consent, waiver, shareholder demand, or proxy appointment if theHouse personFile authorized844, top. accept or reject such instrument, acting in good faith, has reasonable basis for doubt about HF 844 (2) 89 -82- da/jh/md 82/269 H.F.

84475 the person authorized to accept or reject such instrument, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

If a quorum exists, action on a matter, other than the HFelection 844of (2)directors, 89by -83-a da/jh/mdvoting 83/269group H.F.is approved if the votes cast within the voting group favoring the action exceed House File 844, p.

84476 election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation require a greater number of affirmative votes.

HFSec. 844 (2) 89 -84- da/jh/md 84/269 H.F.

844 Sec.

Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meetingHouse atFile which844, ap. quorum is present.

77 meeting at which a quorum is present.

A corporation that has a class of equity securities registered pursuant to section 12 of the federal Securities HFExchange 844Act (2)of 891934 -85-shall, da/jh/mdand 85/269any H.F.other corporation may, appoint one or more inspectors to act at a meeting of shareholders in connection with determining voting results.

844 Exchange Act of 1934 shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders in connection with determining voting results.

The inspectors may appoint or retain other persons to assist the inspectors in the performance of the duties of inspector under subsection 2, and may rely on informationHouse providedFile by844, suchp. persons and other persons, including those appointed to tabulate votes, unless the inspectors believe reliance is unwarranted.

78 information provided by such persons and other persons, including those appointed to tabulate votes, unless the inspectors believe reliance is unwarranted.

The inspectors also may consider other information that they believe is relevant and reliable for the purpose HFof 844performing (2)any 89of -86-the da/jh/mdduties 86/269assigned H.F.to them pursuant to subsection 2, including for all of the following purposes:

844 of performing any of the duties assigned to them pursuant to subsection 2, including for all of the following purposes:

If the inspectors consider other information allowed by this subsection, they shall in their report under subsection 2 specify the information considered by them, including the purpose or purposes for which the information was considered, the person or persons from whom they obtained the information, when the information was obtained, the means by which the informationHouse wasFile obtained,844, andp. the basis for the inspectors’ belief that such information is relevant and reliable.

79 information was obtained, and the basis for the inspectors’ belief that such information is relevant and reliable.

HF3. 844 (2) 89 -87- da/jh/md 87/269 H.F.

844 3.

490.732House ShareholderFile agreement.844, p.

80 490.732 Shareholder agreement.

Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, HFincluding 844use (2)of 89weighted -88-voting da/jh/mdrights 88/269or H.F.director proxies.

844 including use of weighted voting rights or director proxies.

(1) The articles of incorporation or bylaws and approved by allHouse personsFile who844, arep. shareholders at the time of the agreement.

81 all persons who are shareholders at the time of the agreement.

If at the time of the agreement the corporation has shares outstanding represented by certificates, the corporation shall recall the HFoutstanding 844certificates (2)and 89issue -89-substitute da/jh/mdcertificates 89/269that H.F.comply with this subsection.

844 outstanding certificates and issue substitute certificates that comply with this subsection.

An agreement authorized by this section that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whomHouse suchFile discretion844, orp. powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement.

82 whom such discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement.

The existence or performance of an agreement authorized by this section shall not be a ground for imposing personal liability on any shareholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in failure HFto 844observe (2)the 89corporate -90-formalities da/jh/mdotherwise 90/269applicable H.F.to the matters governed by the agreement.

844 to observe the corporate formalities otherwise applicable to the matters governed by the agreement.

490.744House Dismissal.File 844, p.

83 490.744 Dismissal.

A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in subsection 2 or 5 has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are HFbased, 844that (2)the 89maintenance -91-of da/jh/mdthe 91/269derivative H.F.proceeding is not in the best interests of the corporation.

844 based, that the maintenance of the derivative proceeding is not in the best interests of the corporation.

if not, the corporation shall have the burden of proving that the requirementsHouse ofFile subsection844, 1p. have been met.

HF84 844requirements (2)of 89subsection -92-1 da/jh/mdhave 92/269been H.F.met.

844 5.

The pleading, motion, or other paper was interposed for HFan 844improper (2)purpose, 89such -93-as da/jh/mdto 93/269harass H.F.or cause unnecessary delay or needless increase in the cost of litigation.

844 an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.

Section 490.748, Code 2021, is amended by striking theHouse sectionFile and844, insertingp. in lieu thereof the following:

85 the section and inserting in lieu thereof the following:

HF4. 844 (2) 89 -94- da/jh/md 94/269 H.F.

844 4.

A custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation.House File 844, p.

86 corporation.

The result or validity of the election, appointment, removal, or resignation of a director or officer of the HFcorporation. 844 (2) 89 -95- da/jh/md 95/269 H.F.

844 corporation.

The right of a person to nominate or an individual to be nominated as a candidate for election or appointment as a director of the corporation, and any right under a bylaw adopted pursuant to section 490.206, subsection 3, or any comparableHouse rightFile under844, anyp. provision of the articles of incorporation, contract, or applicable law.

87 comparable right under any provision of the articles of incorporation, contract, or applicable law.

HFc. 844 (2) 89 -96- da/jh/md 96/269 H.F.

844 c.

When service of process is made upon a person other than the corporation by service upon the corporation pursuant to subsection 4, paragraph “a”, the plaintiff and the corporation orHouse itsFile registered844, agentp. shall promptly provide written notice of such service, together with copies of all process and the application or complaint, to the person at the person’s last known residence or business address, or as permitted by statute of this state or by rule of the applicable court.

88 or its registered agent shall promptly provide written notice of such service, together with copies of all process and the application or complaint, to the person at the person’s last known residence or business address, or as permitted by statute of this state or by rule of the applicable court.

Resolve solely for the purpose of this proceeding any HFlegal 844or (2)factual 89issues -97-necessary da/jh/mdfor 97/269the H.F.resolution of any of the matters specified in subsection 1, including the right and power of persons claiming to own shares to vote at any meeting of the shareholders.

844 legal or factual issues necessary for the resolution of any of the matters specified in subsection 1, including the right and power of persons claiming to own shares to vote at any meeting of the shareholders.

Section 490.801, Code 2021, is amended by striking theHouse sectionFile and844, insertingp. in lieu thereof the following:

89 the section and inserting in lieu thereof the following:

HF1. 844 (2) 89 -98- da/jh/md 98/269 H.F.

844 1.

A qualification for director prescribed before a director has been elected or appointed may apply only at the timeHouse anFile individual844, becomesp. a director or may apply during a director’s term.

90 time an individual becomes a director or may apply during a director’s term.

The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided HFin, 844the (2)articles 89of -99-incorporation da/jh/mdor 99/269bylaws. H.F.

844 in, the articles of incorporation or bylaws.

The terms of all other directors expire at the next, or if their terms are staggered in accordance with sectionHouse 490.806,File at844, thep. applicable second or third, annual shareholders’ meeting following their election.

91 section 490.806, at the applicable second or third, annual shareholders’ meeting following their election.

(2) A shorter term is specified in the articles of incorporation in the event of a director nominee failing to HFreceive 844a (2)specified 89vote -100-for da/jh/mdelection. 100/269 H.F.

844 receive a specified vote for election.

1.House File 844, p.

92 1.

A resignation is effective as provided in section HF490.141, 844subsection (2)9, 89unless -101-the da/jh/mdresignation 101/269provides H.F.for a delayed effectiveness, including effectiveness determined upon a future event or events.

844 490.141, subsection 9, unless the resignation provides for a delayed effectiveness, including effectiveness determined upon a future event or events.

The district court of the county where a corporation’s principal office or, if none in this state, its registered office, is located may remove a director from office or HFHouse 844File (2)844, 89p. -102- da/jh/md 102/269 H.F.

84493 may order other relief, including barring the director from reelection for a period prescribed by the court, in a proceeding commenced by or in the right of the corporation if the court finds that all of the following apply:

A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under section HF490.807, 844subsection (2)2, 89or -103-otherwise, da/jh/mdmay 103/269be H.F.filled before the vacancy occurs but the new director shall not take office until the vacancy occurs.

844 490.807, subsection 2, or otherwise, may be filled before the vacancy occurs but the new director shall not take office until the vacancy occurs.

Section 490.820, Code 2021, is amended by striking theHouse sectionFile and844, insertingp. in lieu thereof the following:

94 the section and inserting in lieu thereof the following:

HFSec. 844 (2) 89 -104- da/jh/md 104/269 H.F.

844 Sec.

Unless the articles of incorporation or bylaws provide forHouse aFile longer844, orp. shorter period, special meetings of the board of directors shall be preceded by at least two days’ notice of the date, time, and place of the meeting.

95 for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two days’ notice of the date, time, and place of the meeting.

Unless the articles of incorporation or bylaws provide HFfor 844a (2)greater 89or -105-lesser da/jh/mdnumber, 105/269or H.F.unless otherwise expressly provided in this chapter, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.

844 for a greater or lesser number, or unless otherwise expressly provided in this chapter, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.

If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation orHouse bylawsFile require844, thep. vote of a greater number of directors or unless otherwise expressly provided in this chapter.

96 or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this chapter.

Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may establish one or more board committees composed exclusively HFof 844one (2)or 89more -106-directors da/jh/mdto 106/269perform H.F.functions of the board of directors.

844 of one or more directors to perform functions of the board of directors.

A board committee may exercise the powers of the board of directors under section 490.801, to the extent specified by the board of directors or in the articles of incorporation or bylaws,House exceptFile that844, ap. board committee shall not do any of the following:

97 bylaws, except that a board committee shall not do any of the following:

If the articles of incorporation, the bylaws, or the resolution creating the board committee so provide, the member or members present at any board committee meeting and not disqualified from voting may, by unanimous action, appoint another director to act in place of an absent or disqualified member during that member’s absence or HFdisqualification. 844 (2) 89 -107- da/jh/md 107/269 H.F.

844 disqualification.

In discharging board or board committee duties, a director shall disclose, or cause to be disclosed, to the other board or committee members information which the director knows is not already known by them but known by the director toHouse beFile material844, top. the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule.

98 to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule.

In discharging board or board committee duties, a director who does not have knowledge that makes reliance HFunwarranted 844is (2)entitled 89to -108-rely da/jh/mdon 108/269information, H.F.opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection 6.

844 unwarranted is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection 6.

1.House File 844, p.

99 1.

HF(3) 844The (2)protection 89afforded -109-by da/jh/mdsection 109/269490.870. H.F.

844 (3) The protection afforded by section 490.870.

(4) A sustained failure of the director to devote attention to ongoing oversight of the business and affairs of the corporation, or a failure to devote timely attention, by making, or causing to be made, appropriate inquiry, when particular facts and circumstances of significant concern materializeHouse thatFile would844, alertp. a reasonably attentive director to the need for such inquiry.

100 materialize that would alert a reasonably attentive director to the need for such inquiry.

The party seeking to hold the director liable for HFmoney 844damages (2)shall 89also -110-have da/jh/mdthe 110/269burden H.F.of establishing all of the following:

844 money damages shall also have the burden of establishing all of the following:

Section 490.833, Code 2021, is amended by striking theHouse sectionFile and844, insertingp. in lieu thereof the following:

101 the section and inserting in lieu thereof the following:

A director who votes for or assents to a distribution in HFexcess 844of (2)what 89may -111-be da/jh/mdauthorized 111/269and H.F.made pursuant to section 490.640, subsection 1, or section 490.1409, subsection 1, is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 490.640, subsection 1, or section 490.1409, subsection 1, if the party asserting liability establishes that when taking the action the director did not comply with section 490.830.

844 excess of what may be authorized and made pursuant to section 490.640, subsection 1, or section 490.1409, subsection 1, is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 490.640, subsection 1, or section 490.1409, subsection 1, if the party asserting liability establishes that when taking the action the director did not comply with section 490.830.

A corporation has the officers described in its bylaws HFor 844appointed (2)by 89the -112-board da/jh/mdof 112/269directors H.F.in accordance with the House File 844, p.

844102 or appointed by the board of directors in accordance with the bylaws.

Inform the officer’s superior officer, or another appropriate person within the corporation, or the board of directors, or a board committee, of any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, HFor 844agent (2)of 89the -113-corporation, da/jh/mdthat 113/269the H.F.officer believes has occurred or is likely to occur.

844 or agent of the corporation, that the officer believes has occurred or is likely to occur.

a.House File 844, p.

103 a.

A resignation is HFeffective 844as (2)provided 89in -114-section da/jh/md490.141, 114/269subsection H.F.9, unless the notice provides for a delayed effectiveness, including effectiveness determined upon a future event or events.

844 effective as provided in section 490.141, subsection 9, unless the notice provides for a delayed effectiveness, including effectiveness determined upon a future event or events.

An officer may be removed at any time with or without causeHouse byFile any844, ofp. the following:

104 cause by any of the following:

“Director” or “officer” means an individual who is or was a director or officer, respectively, of a corporation HFor 844who, (2)while 89a -115-director da/jh/mdor 115/269officer H.F.of the corporation, is or was serving at the corporation’s request as a director, officer, manager, partner, trustee, employee, or agent of another entity or employee benefit plan.

844 or who, while a director or officer of the corporation, is or was serving at the corporation’s request as a director, officer, manager, partner, trustee, employee, or agent of another entity or employee benefit plan.

“Liability” means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed withHouse respectFile to844, anp. employee benefit plan, or expenses incurred with respect to a proceeding.

105 with respect to an employee benefit plan, or expenses incurred with respect to a proceeding.

Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to HFa 844proceeding (2)because 89the -116-individual da/jh/mdis 116/269a H.F.director against liability incurred in the proceeding if any of the following apply:

844 a proceeding because the individual is a director against liability incurred in the proceeding if any of the following apply:

The director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation, as authorized by sectionHouse 490.202,File subsection844, 2,p. paragraph “e”.

106 section 490.202, subsection 2, paragraph “e”.

In connection with a proceeding by or in the right of the corporation, except for expenses incurred in connection with the proceeding if it is determined that the director has met HFthe 844relevant (2)standard 89of -117-conduct da/jh/mdunder 117/269subsection H.F.1.

844 the relevant standard of conduct under subsection 1.

A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual whoHouse isFile a844, partyp. to the proceeding because that individual is a director, if the director delivers to the corporation a signed written undertaking of the director to repay any funds advanced and all of the following apply:

107 who is a party to the proceeding because that individual is a director, if the director delivers to the corporation a signed written undertaking of the director to repay any funds advanced and all of the following apply:

HFa. 844 (2) 89 -118- da/jh/md 118/269 H.F.

844 a.

Order indemnification if the court determines that the directorHouse isFile entitled844, top. mandatory indemnification under section 490.852.

108 director is entitled to mandatory indemnification under section 490.852.

HF(b) 844Advance (2)expenses 89to -119-the da/jh/mddirector. 119/269 H.F.

844 (b) Advance expenses to the director.

2.House File 844, p.

109 2.

HFb. 844 (2) 89 -120- da/jh/md 120/269 H.F.

844 b.

(a)House ReceiptFile by844, thep. officer of a financial benefit to which the officer is not entitled.

HF110 844(a) (2)Receipt 89by -121-the da/jh/mdofficer 121/269of H.F.a financial benefit to which the officer is not entitled.

844 (b) An intentional infliction of harm on the corporation or the shareholders.

A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by the board of directors or shareholders, obligate itself in advance of the act or omission giving rise HFto 844a (2)proceeding 89to -122-provide da/jh/mdindemnification 122/269in H.F.accordance with section 490.851 or advance funds to pay for or House File 844, p.

844111 to a proceeding to provide indemnification in accordance with section 490.851 or advance funds to pay for or reimburse expenses in accordance with section 490.853.

Subject to subsection 2, a corporation may, by a HFprovision 844in (2)its 89articles -123-of da/jh/mdincorporation, 123/269limit H.F.any of the rights to indemnification or advance for expenses created by or pursuant to this part.

844 provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to this part.

This part does not limit a corporation’s power to pay or reimburse expenses incurred by a director or an officer in connection with appearing as a witness in a proceeding at a timeHouse whenFile the844, directorp. or officer is not a party.

112 time when the director or officer is not a party.

HF3. 844 (2) 89 -124- da/jh/md 124/269 H.F.

844 3.

“Material financial interest” means a financial interest inHouse aFile transaction844, thatp. would reasonably be expected to impair the objectivity of the director’s judgment when participating in action on the authorization of the transaction.

113 in a transaction that would reasonably be expected to impair the objectivity of the director’s judgment when participating in action on the authorization of the transaction.

A person that is, or an entity that is controlled by, an HFemployer 844of (2)the 89individual. -125- da/jh/md 125/269 H.F.

844 employer of the individual.

All facts known to the director respecting the subject matterHouse ofFile the844, transactionp. that a director free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction.

114 matter of the transaction that a director free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction.

HFa. 844 (2) 89 -126- da/jh/md 126/269 H.F.

844 a.

Directors’ action respecting a director’s conflicting interest transaction is effective for purposes of section 490.861, subsection 2, paragraph “a”, if the transaction has been authorized by the affirmative vote of a majority, but no fewer than two, of the qualified directors who voted on the transaction, after required disclosure by the conflicted director of information not already known by such qualified directors, or after modified disclosure in compliance with subsectionHouse 2,File provided844, thatp. all of the following apply:

115 subsection 2, provided that all of the following apply:

Notwithstanding subsection 1, when a transaction is a director’s conflicting interest transaction only because a related person described in section 490.860, subsection 5, paragraph “e” or “f”, is a party to or has a material financial interest in the transaction, the conflicted director is not HFobligated 844to (2)make 89required -127-disclosure da/jh/mdto 127/269the H.F.extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule, provided that the conflicted director discloses to the qualified directors voting on the transaction all of the following:

844 obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule, provided that the conflicted director discloses to the qualified directors voting on the transaction all of the following:

Where directors’ action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation or bylaws, or a provision of law, independent action to satisfy those authorization requirements shall be taken by the board of directors or a board committee, in whichHouse actionFile directors844, whop. are not qualified directors may participate.

116 which action directors who are not qualified directors may participate.

(2) Provision to the corporation of the information HFreferred 844to (2)in 89subsection -128-2. da/jh/md 128/269 H.F.

844 referred to in subsection 2.

(2) A related person of the director, excluding a person describedHouse inFile section844, 490.860,p. subsection 5, paragraph “f”.

117 described in section 490.860, subsection 5, paragraph “f”.

If a shareholders’ vote does not comply with subsection HF1 844solely (2)because 89of -129-a da/jh/mddirector’s 129/269failure H.F.to comply with subsection 2, and if the director establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the court may take such action respecting the transaction and the director, and may give such effect, if any, to the shareholders’ vote, as the court considers appropriate in the circumstances.

844 1 solely because of a director’s failure to comply with subsection 2, and if the director establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the court may take such action respecting the transaction and the director, and may give such effect, if any, to the shareholders’ vote, as the court considers appropriate in the circumstances.

(1) Action by qualified directors disclaiming the corporation’sHouse interestFile in844, thep. opportunity is taken in compliance with the same procedures as are set forth in section 490.862.

(2)118 Shareholders’ action disclaiming the corporation’s interest in the opportunity is taken in compliance with the HFsame 844procedures (2)as 89are -130-set da/jh/mdforth 130/269in H.F.section 490.862.

844(2) Shareholders’ action disclaiming the corporation’s interest in the opportunity is taken in compliance with the procedures set forth in section 490.863, in either case as if the decision being made concerned a director’s conflicting interest transaction;

“Domesticated corporation” means the domesticating corporationHouse asFile it844, continuesp. in existence after a domestication.

HF119 844corporation (2)as 89it -131-continues da/jh/mdin 131/269existence H.F.after a domestication.

844 e.

If a domestic or foreign corporation or eligible entity shall not be a party to a merger without the approval of the superintendent of banking, the commissioner of insurance, or the Iowa utility board, and the applicable statutes or regulations do not specifically deal with transactions under HFthis 844subchapter (2)but 89do -132-require da/jh/mdsuch 132/269approval H.F.for mergers, a corporation or eligible entity shall not be a party to a transaction under this subchapter without the prior approval of House File 844, p.

844120 this subchapter but do require such approval for mergers, a corporation or eligible entity shall not be a party to a transaction under this subchapter without the prior approval of that agency or official.

HF1. 844 (2) 89 -133- da/jh/md 133/269 H.F.

844 1.

By complying with the provisions of this part, a domestic corporation may become a foreign corporation pursuant to a plan of domestication if the domestication is permitted by the organicHouse lawFile of844, thep. foreign corporation.

121 organic law of the foreign corporation.

490.921 Action on a plan of HFdomestication. 844 (2) 89 -134- da/jh/md 134/269 H.F.

844 domestication.

(1)House TheFile board844, ofp. directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation.

122 (1) The board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation.

Unless the articles of incorporation, bylaws, or the board of directors acting pursuant to subsection 3, require a greater vote or a greater quorum, approval of the plan of HFdomestication 844requires (2)all 89of -135-the da/jh/mdfollowing: 135/269 H.F.

844 domestication requires all of the following:

The articles of incorporation may expressly limit or eliminate the separate voting rights provided in subsection 5, paragraph “b”, as to any class or series of shares, except when the articles of incorporation of the foreign corporation resulting from the domestication include what would be in effect an amendment that would entitle the class or series to voteHouse asFile a844, separatep. group under section 490.1004 if it were a proposed amendment of the articles of incorporation of the domestic domesticating corporation.

123 vote as a separate group under section 490.1004 if it were a proposed amendment of the articles of incorporation of the domestic domesticating corporation.

After a plan of domestication of a domestic corporation has been adopted and approved as required by this chapter, or a HFforeign 844corporation (2)that 89is -136-the da/jh/mddomesticating 136/269corporation H.F.has approved a domestication as required under its organic law, articles of domestication shall be signed by the domesticating corporation.

844 foreign corporation that is the domesticating corporation has approved a domestication as required under its organic law, articles of domestication shall be signed by the domesticating corporation.

Provisions that would not be required to be included in restated articles of incorporationHouse mayFile be844, omittedp. from the articles of incorporation attached to the articles of domestication.

124 incorporation may be omitted from the articles of incorporation attached to the articles of domestication.

If the domesticating corporation is a foreign corporation that is registered to do business in this state under subchapter XV, its registration statement shall HFbe 844canceled (2)automatically 89when -137-the da/jh/mddomestication 137/269becomes H.F.effective.

844 be canceled automatically when the domestication becomes effective.

(3)House AnyFile of844, thep. other terms or conditions of the plan, if the change would adversely affect the shareholder in any material respect.

125 (3) Any of the other terms or conditions of the plan, if the change would adversely affect the shareholder in any material respect.

If a domestication is abandoned after the articles of domestication have been delivered to the secretary of state for HFfiling 844but (2)before 89the -138-articles da/jh/mdof 138/269domestication H.F.have become effective, articles of abandonment, signed by the domesticating corporation, must be delivered to the secretary of state for filing before the articles of domestication become effective.

844 filing but before the articles of domestication have become effective, articles of abandonment, signed by the domesticating corporation, must be delivered to the secretary of state for filing before the articles of domestication become effective.

The articles of incorporation and bylaws of the domesticatedHouse corporationFile become844, effective.p.

126 domesticated corporation become effective.

The shares of the domesticating corporation are reclassified into shares or other securities, obligations, rights to acquire shares or other securities, cash, or other property in accordance with the terms of the domestication, and the shareholders of the domesticating corporation are entitled only to the rights provided to them by those terms and to any appraisal rights they may have under the organic law of the HFdomesticating 844corporation. (2) 89 -139- da/jh/md 139/269 H.F.

844 domesticating corporation.

The provisions of the organic law of the domesticating corporation shall continue to apply to the collection or discharge of any interest holder liabilities preserved by paragraphHouse “a”,File as844, ifp. the domestication had not occurred.