Iowa corporate bylaws are internal rules adopted by the board of directors after filing articles of incorporation with the Secretary of State. These bylaws guide business operations, including procedures for appointing officers, issuing stock, communicating with shareholders, and delegating authority to committees.
They also define the number of individuals required to act and make decisions for the business during meetings. Bylaws are typically enacted during the first gathering of the initial directors and can be amended or added to at any time.
Legal Requirements
Corporate bylaws are required in Iowa [1] .
- Annual Meetings – The company’s board of directors may meet at any time specified by the bylaws but at least annually. Meetings may be held at any place included in the bylaws, either within or out of the state [2] .
- Corporate Bylaws – Bylaws govern the operation of the company and may contain any provision that is not inconsistent with the law or the company’s Articles of Incorporation [3] .
- Issuance of Stock – Either a company’s Board of Directors or its shareholders may authorize the issuance of company stock. The stock price is conclusively fixed by the issuer and cannot be challenged except if there is evidence of fraud [4] .
Naming Considerations
- Required Words: “Corporation,” “Company,” “Incorporated,” “Limited,” or an abbreviation thereof or language of like import.
- Prohibited Words: Language stating/implying the corporation is organized for an impermissible purpose.
- Name Reservation Period: 120 days.
- Renewal Period: Renewable for on additional 120-day period.
- Transferability: Yes.
Emergency Bylaws
The corporation can have emergency bylaws that specify the procedures for conducting corporate affairs during an emergency [5] . In Iowa, the emergency bylaws only go into effect if an event occurs that makes it impractical to convene a quorum of Board members. Any provisions of the company’s regular bylaws remain in effect if they do not conflict with the emergency bylaws.
