Development corporations may amend their articles only with the required shareholder and member approvals, and certain amendments are restricted or require affected members’ consent.
1. The articles of incorporation of any development corporation may be amended by the votes of the shareholders and the members thereof voting separately by classes. 2. Any amendment shall require approval by the affirmative vote of two-thirds of the votes to which the shareholders shall be entitled and two-thirds of the votes to which the members shall be entitled. No amendment, however, shall be made which: a. Is inconsistent with this chapter. b. Authorizes any additional class or classes of shares of capital stock. c. Eliminates or curtails the authority of the authority with respect to the corporation. 3. Without the consent of each of the members affected, no amendment shall be made which does any of the following: a. Increases the obligation of a member to make loans to the corporation. b. Makes any change in the principal amount, interest rate, maturity date, or in the security or credit position of any outstanding loan of a member to the corporation. c. Affects a member’s right to withdraw from membership, as provided herein. d. Affects a member’s voting rights in the corporation. 4. Within thirty days after any meeting at which amendment of any such articles has been adopted, articles of amendment signed and sworn to by the president, secretary, and majority of the directors, setting forth such amendment and the due adoption thereof, shall be submitted to the director of the authority who shall examine them, and if the director finds that they conform to the requirements of this chapter, shall so certify and endorse the director’s approval thereof. Thereupon, the articles of amendment shall be filed in the office of the secretary of state in the manner set forth and as provided in the Iowa business corporation Act, chapter 490, and no such amendment shall take effect until such articles of amendment shall have been approved and filed as aforesaid. 5. Within sixty days after the effective date of any legislative amendment affecting the rights and obligations of the members and shareholders or otherwise affecting the articles of incorporation, the approval of such legislative amendments shall be voted on by the shareholders and the members of the development corporation at a meeting duly called for that purpose. If such legislative amendment is not approved by the affirmative vote of two-thirds of the votes to which such shareholders shall be entitled and two-thirds of the votes to which such members shall be entitled, any such member voting against the approval of such legislative amendment shall have the right to withdraw from membership as provided in this chapter. 6. Within thirty days after any meeting at which a legislative amendment affecting the articles of incorporation of a development corporation has been voted on, a certificate filed and sworn to by the secretary or other recording officer of such corporation setting forth the action taken at such meeting with respect to such amendment shall be submitted to the director of the authority and upon receipt of such approval shall be filed in the office of the secretary of state. [C66, 71, 73, 75, 77, 79, 81, §496B.12] 2001 Acts, ch 24, §62; 2011 Acts, ch 118, §85, 89; 2012 Acts, ch 1021, §95