Corporate Bylaws - Iowa

BYLAWS OF [____________________], a Iowa corporation

A for-profit corporation organized under the Iowa Business Corporation Act, Iowa Code ch. 490 (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the State of Iowa, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Agent and Registered Office. The corporation shall continuously maintain a registered agent and registered office in Iowa as required by Iowa Code § 490.501. The registered agent is [____________________], whose registered office address is [____________________]. The Board may change the registered agent or registered office from time to time by filing the appropriate statement of change with the Iowa Secretary of State under Iowa Code § 490.502.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to Iowa Code § 490.701, the corporation shall hold an annual meeting of shareholders at a time stated in or fixed in accordance with these Bylaws, for the election of directors and the transaction of such other business as may properly come before the meeting. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. The failure to hold an annual meeting at the designated time does not affect the validity of any corporate action.

Section 2.2 Special Meetings. Pursuant to Iowa Code § 490.702, special meetings of shareholders may be called by the Board, by the person(s) authorized by the Articles or these Bylaws, or upon the signed, dated, written demand of the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the meeting (or such other proportion as the Articles may provide, not exceeding the statutory maximum). Only business within the purpose(s) described in the meeting notice may be conducted at a special meeting.

Section 2.3 Place of Meetings; Remote Participation. Meetings of shareholders may be held at any place, within or without the State of Iowa, designated by the Board. If no place is designated, meetings shall be held at the corporation's principal office. Unless the Articles or these Bylaws provide otherwise, the Board may permit shareholders to participate in a meeting by any means of remote communication by which all persons participating may read or hear the proceedings substantially concurrently and may vote on matters, as authorized by Iowa Code § 490.709; a shareholder so participating is deemed present in person at the meeting.

Section 2.4 Notice of Meetings. Pursuant to Iowa Code § 490.705, the corporation shall notify shareholders of the date, time, and place (if any) of each annual and special meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. Notice of a special meeting must include a description of the purpose(s) for which the meeting is called. Notice of an annual meeting need not state its purpose unless otherwise required by the Act or the Articles. Unless the Act or the Articles require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.

Section 2.5 Waiver of Notice. A shareholder may waive any notice required by the Act, the Articles, or these Bylaws, whether before or after the date and time stated in the notice, by a signed written waiver (or by electronic transmission) delivered to the corporation, as provided in Iowa Code § 490.706. A shareholder's attendance at a meeting waives objection to lack of, or defective, notice unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business, or objects to consideration of a particular matter not within the purpose stated in the notice.

Section 2.6 Record Date. The Board may fix in advance a record date for determining shareholders entitled to notice of and to vote at a meeting, to take action by written consent, to receive a distribution, or for any other purpose, in accordance with Iowa Code § 490.707. A record date may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders. If not otherwise fixed, the record date for a shareholders' meeting is as determined under § 490.707.

Section 2.7 Shareholders' List. After fixing a record date for a meeting, the corporation shall prepare an alphabetical list of shareholders entitled to notice of the meeting, available for inspection as provided in Iowa Code § 490.720.

Section 2.8 Quorum. Pursuant to Iowa Code § 490.725, shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the Articles or these Bylaws provide otherwise, shares representing a majority of the votes entitled to be cast on the matter by the voting group constitute a quorum of that voting group for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment, unless a new record date is or must be fixed for the adjourned meeting.

Section 2.9 Voting. Except as otherwise provided by the Act or the Articles, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders' meeting (Iowa Code § 490.721). If a quorum exists, action on a matter (other than the 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 Act or the Articles require a greater number of affirmative votes (Iowa Code § 490.725(3)). The election of directors is governed by Iowa Code § 490.728.

Section 2.10 Proxies. A shareholder or the shareholder's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission, in accordance with Iowa Code § 490.722. An appointment is effective when a signed appointment form or electronic transmission is received by the inspector of election or the officer or agent authorized to tabulate votes, and is valid for eleven (11) months unless a longer period is expressly provided. An appointment is revocable unless the form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

Section 2.11 Greater Quorum or Voting Requirements. The Articles may provide for a quorum or voting requirement for shareholders that is greater than that provided by the Act, subject to Iowa Code § 490.727. The Articles shall not provide for a quorum lower than the statutory minimum for any specified action requiring a particular quorum.

Section 2.12 Action by Written Consent. Pursuant to Iowa Code § 490.704, and unless the Articles provide otherwise, any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting and without prior notice if one or more written consents, bearing the date of signature and describing the action taken, are signed by the holders of outstanding shares having not less than ninety percent (90%) 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. Except for a corporation having a class of equity securities registered under section 12 of the Securities Exchange Act of 1934, the Articles may instead permit action by written consents signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to take the action at a meeting at which all shares entitled to vote were present and voted. No written consent is effective unless, within sixty (60) days of the earliest dated consent delivered to the corporation, written consents sufficient to take the action have been delivered to the corporation. A consent may be revoked by a writing delivered to the corporation before unrevoked consents sufficient to take the action have been delivered. Notice to nonvoting and nonconsenting shareholders shall be given as required by Iowa Code § 490.704(5) and (6).

Section 2.13 Adjournment. Any shareholders' meeting may be adjourned. Unless these Bylaws require otherwise, no notice of the adjourned meeting need be given if the new date, time, and place (if any) are announced at the meeting before adjournment, except that notice of an adjourned meeting must be given to persons who are shareholders as of the new record date if a new record date is or must be fixed under Iowa Code § 490.707.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to Iowa Code § 490.801, all corporate powers shall be exercised by or under the authority of the Board, and the business and affairs of the corporation shall be managed under the direction, and subject to the oversight, of the Board, subject to any limitation set forth in the Articles or in a shareholders' agreement authorized by the Act.

Section 3.2 Number and Qualifications. Pursuant to Iowa Code § 490.803, the Board shall consist of one (1) or more individuals, with the number specified as [____] director(s), or fixed from time to time within a range of not fewer than [____] nor more than [____] directors as permitted by the Articles or these Bylaws. Directors need not be residents of Iowa or shareholders of the corporation unless the Articles or these Bylaws so require.

Section 3.3 Election and Term. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under Iowa Code § 490.806. Each director holds office until the next annual meeting and until the director's successor is elected and qualifies, subject to earlier resignation, removal, or death (Iowa Code § 490.805).

Section 3.4 Resignation. A director may resign at any time by delivering a signed written notice (or an electronic transmission) to the Board, its chairperson, or the corporation, in accordance with Iowa Code § 490.807. A resignation is effective when the notice is delivered unless it specifies a later effective date or an effective date determined upon the happening of a future event.

Section 3.5 Removal. The shareholders may remove one or more directors with or without cause, unless the Articles provide that directors may be removed only for cause, in accordance with Iowa Code § 490.808. A director may be removed only at a meeting called for the purpose of removing the director, and the meeting notice must state that the purpose (or one of the purposes) is removal of the director.

Section 3.6 Vacancies. Pursuant to Iowa Code § 490.810, unless the Articles provide otherwise, a vacancy on the Board (including one resulting from an increase in the number of directors) may be filled by the shareholders, by the Board, or, if the directors remaining in office constitute fewer than a quorum, by the affirmative vote of a majority of all directors remaining in office.

Section 3.7 Regular Meetings. The Board may hold regular meetings, within or without the State of Iowa, at such times and places as it may determine. Regular meetings may be held without notice of the date, time, place, or purpose of the meeting if these Bylaws so provide.

Section 3.8 Special Meetings. Pursuant to Iowa Code § 490.822, special meetings of the Board may be called by [the Chairperson of the Board / the President / any two (2) directors]. Special meetings may be held within or without the State of Iowa.

Section 3.9 Notice of Special Meetings. Unless the Articles or these Bylaws provide otherwise, special meetings of the Board must be preceded by at least [two (2)] days' notice of the date, time, and place of the meeting, but the notice need not describe the purpose, in accordance with Iowa Code § 490.822. Notice may be waived as provided in Iowa Code § 490.823; a director's attendance at or participation in a meeting waives any required notice unless the director, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business and does not thereafter vote for or assent to action taken at the meeting.

Section 3.10 Quorum and Voting. Pursuant to Iowa Code § 490.824, unless a greater number is required by the Articles or these Bylaws, a quorum of the Board consists of a majority of the number of directors specified in or fixed in accordance with these Bylaws (or, if a range is established, in office immediately before the meeting begins). The Articles or these Bylaws may authorize a quorum of no fewer than one-third (1/3) of that number. 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 unless the Articles or these Bylaws require the vote of a greater number.

Section 3.11 Telephonic and Electronic Meetings. Pursuant to Iowa Code § 490.820, unless the Articles or these Bylaws provide otherwise, the Board may permit any director to participate in, or may conduct, a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating by such means is deemed present in person at the meeting.

Section 3.12 Action Without Meeting. Pursuant to Iowa Code § 490.821, unless the Articles or these Bylaws provide otherwise, any action required or permitted to be taken at a Board meeting may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation. Action is taken when the last director signs the consent, unless the consent specifies a different effective date. A consent may be in electronic form and delivered by electronic transmission. Such action has the same effect as action taken at a meeting and may be described as such in any document.

Section 3.13 Compensation. The Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses incurred in the performance of their duties, in accordance with Iowa Code § 490.811.

Section 3.14 Standards of Conduct. Each member of the Board, when discharging the duties of a director, shall act in good faith and in a manner the director reasonably believes to be in the best interests of the corporation, and shall discharge those duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances, in accordance with Iowa Code § 490.830.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to Iowa Code § 490.825, unless the Articles or these Bylaws provide otherwise, the Board may create one or more committees, each consisting of one or more directors, and appoint one or more directors to serve on them. The creation of a committee and appointment of members must be approved by the greater of (a) a majority of all directors in office when the action is taken or (b) the number of directors required by the Articles or these Bylaws to take action under Iowa Code § 490.824.

Section 4.2 Authority of Committees. To the extent specified by the Board, the Articles, or these Bylaws, each committee may exercise the powers of the Board. A committee may not, however: (a) authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the Board; (b) approve or propose to shareholders action that the Act requires be approved by shareholders; (c) fill vacancies on the Board or, subject to the Act, on any of its committees; or (d) adopt, amend, or repeal these Bylaws, all as provided in Iowa Code § 490.825.

Section 4.3 Committee Procedures. The provisions of the Act governing meetings, action without meeting, notice and waiver of notice, and quorum and voting requirements of the Board apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to Iowa Code § 490.840, the corporation shall have the officers described in these Bylaws or appointed by the Board in accordance with these Bylaws. The officers shall include a President, a Secretary, and a Treasurer, and may include a Chairperson of the Board, one or more Vice Presidents, and such other officers and assistant officers as the Board deems necessary. The Board shall delegate to one of the officers responsibility for preparing and maintaining minutes of the directors' and shareholders' meetings and for authenticating records of the corporation. The same individual may simultaneously hold more than one office.

Section 5.2 Appointment and Term. Officers are appointed by the Board (or by a duly appointed officer to the extent authorized by the Board or these Bylaws). Each officer holds office until a successor is appointed or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. Pursuant to Iowa Code § 490.843, an officer may resign at any time by delivering notice to the corporation; the resignation is effective when the notice is delivered unless it specifies a later effective date. The Board may remove any officer at any time with or without cause. The appointment of an officer does not itself create contract rights.

Section 5.4 President. The President is the principal executive officer of the corporation (unless the Board designates another officer as principal executive officer) and, subject to the Board's control, supervises and controls the business and affairs of the corporation. The President shall preside at meetings of shareholders and of the Board in the absence of a Chairperson of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The Secretary shall: (a) prepare and maintain minutes of the meetings of shareholders and the Board and a record of actions taken without a meeting; (b) authenticate records of the corporation; (c) give all notices required by the Act, the Articles, or these Bylaws; (d) maintain the share transfer records and the shareholders' list; and (e) perform such other duties as the Board or the President may assign.

Section 5.6 Treasurer. The Treasurer is the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of, and be responsible for, the funds and securities of the corporation; (b) keep accurate books and records of account; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the President may assign.

Section 5.7 Duties and Standards of Conduct. Each officer has the authority and shall perform the duties set forth in these Bylaws or prescribed by the Board or by another officer authorized by the Board, consistent with Iowa Code § 490.841. An officer with discretionary authority shall discharge the officer's duties under that authority in good faith, with the care a person in a like position would reasonably exercise under similar circumstances, and in a manner the officer reasonably believes to be in the best interests of the corporation, as provided in Iowa Code § 490.842.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. The Board may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, as permitted by Iowa Code § 490.621. Shares may be certificated or uncertificated as determined by the Board.

Section 6.2 Share Certificates. If shares are certificated, each certificate shall state on its face the name of the corporation and that it is organized under the laws of Iowa, the name of the person to whom issued, and the number and class (and series, if any) of shares the certificate represents, in accordance with Iowa Code § 490.625. Each certificate shall be signed (manually or in facsimile) by two officers designated in these Bylaws or by the Board and may bear the corporate seal.

Section 6.3 Uncertificated Shares. The Board may authorize the issuance of some or all classes or series of shares without certificates. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send the shareholder a written statement of the information that would otherwise be required to appear on a certificate, in accordance with Iowa Code § 490.626.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any transfer restrictions noted on the certificate or in the corporate records.

Section 6.5 Transfer Restrictions. The corporation may impose restrictions on the transfer or registration of transfer of shares as authorized by Iowa Code § 490.627. A restriction is valid and enforceable against the holder or a transferee if it is authorized by that section and its existence is noted conspicuously on the front or back of the certificate or contained in the information statement for uncertificated shares.

Section 6.6 Lost, Destroyed, or Stolen Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, destroyed, or wrongfully taken, upon receipt of an affidavit of that fact and, if the Board requires, a bond sufficient to indemnify the corporation against any claim that may be made on account of the alleged loss, destruction, or wrongful taking.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Authority to Indemnify Directors. Except as otherwise provided in this Article and in Iowa Code § 490.851, the corporation shall indemnify an individual who is a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (a) the director's conduct was in good faith; (b) the director reasonably believed (i) in the case of conduct in an official capacity, that the conduct was in the best interests of the corporation, and (ii) in all other cases, that the conduct was at least not opposed to the best interests of the corporation; and (c) in the case of any criminal proceeding, the director had no reasonable cause to believe the conduct was unlawful. A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and beneficiaries of, the plan satisfies the standard in clause (b)(ii). The termination of a proceeding by judgment, order, settlement, conviction, or plea of nolo contendere does not, of itself, determine that the director did not meet the relevant standard of conduct.

Section 7.2 Limitations on Indemnification. As required by Iowa Code § 490.851(4), unless ordered by a court under Iowa Code § 490.854(1)(c), the corporation shall not indemnify a director: (a) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director met the relevant standard of conduct under § 490.851(1); or (b) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis of receiving a financial benefit to which the director was not entitled, whether or not involving action in the director's official capacity.

Section 7.3 Mandatory Indemnification. The corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation, against reasonable expenses incurred by the director in connection with the proceeding, in accordance with Iowa Code § 490.852.

Section 7.4 Advance of Expenses to Directors. Pursuant to Iowa Code § 490.853, the corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to the proceeding because the individual is a director, if the director delivers to the corporation a signed written undertaking to repay any funds advanced if (a) the director is not entitled to mandatory indemnification under § 490.852 and (b) it is ultimately determined under § 490.854 or § 490.855 that the director is not entitled to indemnification. The undertaking is an unlimited general obligation of the director, need not be secured, and may be accepted without reference to the director's financial ability to make repayment. Authorizations under this Section shall be made as provided in § 490.853(3).

Section 7.5 Determination and Authorization. A determination that indemnification of a director is permissible, and any authorization of indemnification or advance of expenses, shall be made in the manner specified in Iowa Code § 490.855, including by the qualified directors, by a committee of qualified directors, by special legal counsel, or by the shareholders (with shares controlled by a non-qualified director not voted).

Section 7.6 Indemnification of Officers. Pursuant to Iowa Code § 490.856, the corporation shall indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because the individual is an officer to the same extent as a director, and, if the individual is an officer but not a director, to such further extent as may be provided by the Articles, these Bylaws, a resolution of the Board, or contract, except for liability in connection with a proceeding by or in the right of the corporation other than for expenses, and except for liability arising out of conduct that constitutes a breach of the duty of loyalty, intentional infliction of harm on the corporation or shareholders, or an intentional violation of criminal law. An officer who is not a director is also entitled to mandatory indemnification under § 490.852 and may apply for court-ordered indemnification under § 490.854 to the same extent as a director.

Section 7.7 Insurance. The corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent, serves or served at the corporation's request as a director, officer, partner, trustee, employee, or agent of another entity, against liability asserted against or incurred by the individual in that capacity or arising from that status, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under the Act, in accordance with Iowa Code § 490.857.

Section 7.8 Non-Exclusivity; Continuation. The indemnification and advancement of expenses provided by this Article are in addition to and not exclusive of any other rights to which a person may be entitled under the Articles, a Board or shareholder resolution, a contract, or otherwise, consistent with the Act. Such rights continue as to a person who has ceased to serve in the capacity that gave rise to the right and inure to the benefit of the person's heirs, executors, and administrators.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. The Board may authorize, and the corporation may make, distributions to its shareholders (including dividends) at such times and in such amounts as the Board determines, subject to any restriction in the Articles and to the limitations of Iowa Code § 490.640.

Section 8.2 Limitations. No distribution may be made if, after giving it effect: (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution, all as provided in Iowa Code § 490.640.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to a distribution in accordance with Iowa Code § 490.707. If no record date is fixed, the record date is the date the Board authorizes the distribution.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to Iowa Code § 490.1601, the corporation shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken by the shareholders or Board without a meeting, and a record of all actions taken by a committee of the Board in place of the Board. The corporation shall maintain appropriate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares, showing the number and class of shares held by each.

Section 9.2 Records to Be Kept Available. The corporation shall keep a copy of the records described in Iowa Code § 490.1601(5) (including the Articles, these Bylaws, certain resolutions, minutes of shareholder meetings for the past three years, written communications to shareholders, a list of current directors and officers, and the most recent biennial report) at its principal office.

Section 9.3 Shareholder Inspection Rights. A shareholder is entitled to inspect and copy corporate records in accordance with, and subject to the conditions and procedures of, Iowa Code §§ 490.1602 and 490.1603, including the requirement of a signed written demand made in good faith and for a proper purpose that describes with reasonable particularity the purpose and the records desired, where the records are directly connected with the stated purpose.

Section 9.4 Financial Statements. Upon written request, the corporation shall furnish a requesting shareholder its most recent annual financial statements as required by Iowa Code § 490.1620.

Section 9.5 Biennial Report. The corporation shall deliver to the Iowa Secretary of State the biennial report required by Iowa Code § 490.1621, and shall maintain a copy with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may determine, as authorized by Iowa Code § 490.302. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into paper form within a reasonable time, consistent with Iowa Code § 490.1601.

Section 10.4 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Amendment by Board. Pursuant to Iowa Code § 490.1020, the Board may amend or repeal these Bylaws unless (a) the Articles, the Act, or § 490.1021 reserve that power exclusively to the shareholders in whole or in part, or (b) the shareholders, in amending, repealing, or adopting a particular bylaw, expressly provide that the Board may not amend, repeal, or reinstate that bylaw.

Section 11.2 Amendment by Shareholders. Pursuant to Iowa Code § 490.1020, the shareholders may amend or repeal these Bylaws even though the Bylaws may also be amended or repealed by the Board.

Section 11.3 Bylaw Provisions on Quorum or Voting Requirements. A bylaw that fixes a greater quorum or voting requirement for shareholders or for the Board may be adopted, amended, or repealed only in the manner provided in Iowa Code §§ 490.1021 (shareholder quorum/voting bylaws) and 490.1022 (director quorum/voting bylaws), as applicable.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Powers and Bylaws. Pursuant to Iowa Code § 490.207 (emergency bylaws) and § 490.303 (emergency powers), and unless the Articles provide otherwise, the Board may adopt emergency bylaws, subject to amendment or repeal by the shareholders, that are operative during an emergency. An "emergency" exists if a quorum of the Board cannot readily be assembled because of some catastrophic event.

Section 12.2 Notice and Quorum During Emergency. The emergency bylaws may make all provisions necessary for managing the corporation during an emergency, including provisions that (a) notice of a Board meeting may be given only to those directors whom it is practicable to reach and by any practicable means; and (b) one or more officers of the corporation present at a Board meeting may be deemed directors for the meeting, in such order of rank and seniority as the emergency bylaws provide, in order to achieve a quorum.

Section 12.3 Lines of Succession; Relocation. The emergency bylaws may provide lines of succession for officers and directors, and may provide for the relocation of the principal office or the designation of alternative offices or alternative directors, consistent with the Act.

Section 12.4 Effect; Liability. Corporate action taken in good faith in accordance with the emergency bylaws or emergency powers binds the corporation and may not be used to impose liability on a director, officer, employee, or agent. To the extent not inconsistent with any emergency bylaws so adopted, these Bylaws remain in effect during the emergency; upon termination of the emergency, the emergency bylaws cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a Iowa corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [the incorporator(s) / the Board of Directors] pursuant to Iowa Code §§ 490.205 and 490.206 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Iowa Business Corporation Act, Iowa Code ch. 490
• Iowa Code §§ 490.205 to 490.207 (organization of corporation; bylaws; emergency bylaws)
• Iowa Code § 490.302 (general powers; corporate seal); § 490.303 (emergency powers)
• Iowa Code §§ 490.501 to 490.502 (registered office and agent; change)
• Iowa Code §§ 490.621 to 490.627 (issuance of shares; content of certificates; uncertificated shares; transfer restrictions); § 490.640 (distributions)
• Iowa Code §§ 490.701 to 490.707 (annual meeting; special meeting; court-ordered meeting; action without meeting; notice; waiver; record date); § 490.709 (remote participation)
• Iowa Code §§ 490.720 to 490.728 (shareholders' list; voting entitlement; proxies; acceptance of votes; quorum and voting requirements; action by voting groups; greater requirements; voting for directors)
• Iowa Code §§ 490.801 to 490.812 (board: functions; number and election; terms; staggered terms; resignation; removal; vacancy; compensation); § 490.830 (general standards of conduct for directors)
• Iowa Code §§ 490.820 to 490.825 (board meetings; action without meeting; notice; waiver; quorum and voting; committees)
• Iowa Code §§ 490.840 to 490.843 (officers; functions; standards of conduct for officers; resignation and removal)
• Iowa Code §§ 490.850 to 490.859 (indemnification): § 490.851 (permissible indemnification; standard of conduct); § 490.852 (mandatory indemnification); § 490.853 (advance for expenses; written undertaking); § 490.854 (court-ordered indemnification); § 490.855 (determination and authorization); § 490.856 (indemnification of officers); § 490.857 (insurance); § 490.858 (variation by corporate action)
• Iowa Code §§ 490.1020 to 490.1022 (amendment of bylaws by board and shareholders; bylaws fixing greater quorum/voting requirements)
• Iowa Code §§ 490.1601 to 490.1603, 490.1620 to 490.1621 (corporate records; inspection; financial statements; biennial report)