Free Iowa Corporate Bylaws Template

Corporate bylaws are the internal rules an Iowa corporation adopts to govern itself. Section 490.206 of the Iowa Code covers them, in wording the legislature refreshed in 2021.

Getting Iowa corporate bylaws in place is flexible at the formation stage. Section 490.205 offers two routes depending on whether your articles named initial directors, and neither route strictly requires a meeting.

Adoption sits in two sections. Amendment sits in a third.

Who Adopts Them

Section 490.206(1) directs the incorporators or the board of directors to adopt initial bylaws. Subsection (2) then permits any provision not inconsistent with law or the articles of incorporation.

Two Routes at Formation

Section 490.205 splits on whether the articles named initial directors. Where they did, those directors hold an organizational meeting to complete the organization by appointing officers and adopting bylaws. If the articles stayed silent, the incorporators meet instead, either to elect directors and complete the organization themselves or to elect a board that completes it.

Skipping the Meeting Entirely

Anything the incorporators may do at an organizational meeting can be done without one, provided the action is evidenced by written consents describing it and signed by each incorporator. The meeting may also be held in or out of Iowa.

Optional Proxy Provisions

Section 490.206(3) permits two further bylaws: one requiring the corporation to carry shareholder-nominated candidates in its proxy materials, and one requiring reimbursement of a shareholder’s proxy solicitation expenses.

Not where the incorporators are the ones acting. Section 490.205 lets incorporators take organizational action by written consent, so long as each of them signs a consent describing what was done.

Location is flexible too. The statute allows an organizational meeting to be held in or out of the state, which helps corporations formed in Iowa but run from elsewhere.

Keep the paperwork tidy either way. A signed consent serves the same evidentiary purpose as minutes, and it needs the same care about dates.

Which sequence you follow depends on a single choice made in your articles.

1. File your articles of incorporation, noting whether you named initial directors.
2. If directors were named, they complete the organization, appoint officers, and adopt the bylaws.
3. With no directors named, the incorporators act, either completing the organization themselves or electing a board to do it.
4. Consider written consent instead of a meeting, signed by every incorporator.
5. Adopt the bylaws and date the record clearly.
6. File the signed set internally and replace it whenever an amendment passes.