United States Court of Appeals
                          FOR THE EIGHTH CIRCUIT
                                  ___________

                                  No. 11-1374
                                  ___________

Steven Carlson; Mary Granzow;
Richard Kettells; William Ramsey,          *
                                           *
             Plaintiffs - Appellants,      *
                                           * Appeal from the United States
       v.                                  * District Court for the Southern
                                           * District of Iowa.
                                           *
Justice David Wiggins, in his official *
capacity as Chairman of the State          *
Judicial Nominating Commission;            *
Jean Dickson; Steven J. Pace; Beth         *
Walker; Amy J. Skogerson; Joseph L. *
Fitzgibbons; Guy R. Cook; H. Daniel *
Holm, Jr., in their official capacities as *
Elective Members of the State Judicial *
Nominating Commission; Margaret G. *
Redenbaugh; Coleen A. Denefe; Mary *
Beth Lawler; Madalin A. Williams;          *
David C. Cochran; Steve Brody;             *
Timothy L. Mikkelsen, in their official *
capacities as Appointive members of        *
the State Judicial Nominating              *
Commission; David K. Boyd, in his          *
official capacity as State Court           *
Administrator,                             *
                                           *
             Defendants - Appellees.       *
                                      ___________
                             Submitted: September 20, 2011
                                 Filed: April 9, 2012 (Corrected April 10, 2012)
                                 ___________

Before WOLLMAN, BYE, and SHEPHERD, Circuit Judges.
                           ___________

BYE, Circuit Judge.

       Steven Carlson, Mary Granzow, Richard Kettels, and William Ramsey
(collectively, "Plaintiffs") filed a complaint and moved for a temporary restraining
order and preliminary injunction, alleging section 16, article V, of the Iowa
Constitution, as implemented by Iowa Code sections 46.2, 46.4-46.10, and 46.14,
violated their Fourteenth Amendment right to equal protection under the laws. The
district court1 denied Plaintiffs’ request for a temporary restraining order and
scheduled the matter for a hearing on the preliminary injunction motion. The State
moved to dismiss, arguing Plaintiffs had failed to state a claim upon which relief may
be granted. After a hearing, the district court granted the State’s motion to dismiss
and denied Plaintiffs’ motion for a preliminary injunction as moot. We affirm.

                               I.   BACKGROUND

       In 1962, the people of Iowa voted to amend the Iowa Constitution and replace
Iowa’s elective judicial system with a merit selection system. Under this selection
system, whenever a vacancy arises on the Iowa Supreme Court or the Iowa Court of
Appeals, the State Judicial Nominating Commission ("Commission") must accept
applications to fill the vacancy. See Iowa Const., art. V, §§ 15, 16. After reviewing
all applications, the Commission creates a list of three nominees to submit to the
Governor. See id.; see also Iowa Code §§ 46.14 and 46.14A. The Governor is to


      1
       The Honorable Robert W. Pratt, United States District Judge for the Southern
District of Iowa.

                                         -2-
appoint one of the three nominees to fill the vacancy. See Iowa Const., art. V, § 15.
If the Governor fails to make an appointment within thirty days of receiving the
nominations, the judicial appointment is to be made by the Chief Justice of the Iowa
Supreme Court. See id.; see also Iowa Code § 46.15.

       After serving for one year, the newly appointed judge must stand for retention
in the next judicial election. See Iowa Const., art. V, § 17 (explaining "[j]udges shall
serve for one year after appointment and until the first day of January following the
next judicial elections after the expiration of such year"); see also Iowa Code
§ 46.16(1)(a). In a retention election, the people of Iowa vote "yes" or "no" on
whether to retain the judge in office. See Iowa Const., art. V, § 17. If a majority of
Iowa voters elect to retain the judge, the judge may then serve the remainder of his
or her full term, as proscribed by the Iowa Constitution. See id.; see also Iowa Code
§ 46.16(1)(b) (providing "[t]he regular term of office of judges of the supreme court
retained at a judicial election shall be eight years, and of judges of the court of
appeals . . . shall be six years"). At the end of this term, the judge must again stand
for retention.

        The Commission currently consists of fifteen members. In accordance with the
Iowa Constitution, seven of the fifteen members are “electors of the state” appointed
by the Governor and confirmed by the state senate ("appointive members"); seven are
attorneys elected by the resident members of the Iowa State Bar ("attorney
members"); and the final member, who also serves as the chair of the Commission,
is "[t]he judge of the [Iowa] [S]upreme [C]ourt who is senior in length of service on
said court, other than the chief justice." Iowa Const., art. V, § 16. Members of the
Commission serve for six years and are ineligible for a second term. Id. During their
six-year term, the members may not hold any office of profit of the United States or
the State of Iowa. Id.




                                          -3-
       On November 2, 2010, three Iowa Supreme Court justices stood for retention.
A majority of Iowa voters elected not to retain them, leaving three vacancies on the
Iowa Supreme Court as of January 1, 2011. On December 8, 2010, Plaintiffs, all
registered voters in the State of Iowa, filed a complaint in the United States District
Court for the Southern District of Iowa against all fifteen members of the
Commission and David K. Boyd, in his official capacity as the State Court
Administrator. Specifically, Plaintiffs moved for a temporary restraining order and
preliminary injunction, seeking to enjoin the ongoing process to fill the three judicial
vacancies on the Iowa Supreme Court. In their complaint, Plaintiffs alleged Iowa’s
method of electing the attorney members of the Commission denies Plaintiffs the
right to equal participation in the selection of judges to the Iowa Supreme Court and
the Iowa Court of Appeals, in violation of the Equal Protection Clause of the
Fourteenth Amendment. See Complaint, at ¶ 3. On December 13, 2010, the district
court denied Plaintiffs’ motion for temporary retraining order and scheduled a hearing
on the preliminary injunction motion. Defendants subsequently moved to dismiss,
asserting Plaintiffs had failed to state a claim upon which relief may be granted.

       On January 6, 2011, the district court held a consolidated hearing on Plaintiffs’
request for preliminary injunction and Defendants’ motion to dismiss. In a written
memorandum opinion and order, the district court granted Defendants’ motion to
dismiss for failure to state a claim upon which relief may be granted and denied
Plaintiffs’ preliminary injunction motion as moot. The district court explained the
Equal Protection Clause of the Fourteenth Amendment did not guarantee Plaintiffs
a fundamental right to vote for the attorney members of the Commission. Therefore,
the court concluded, the challenged provisions do not require strict scrutiny, but are
only subject to rational basis review.

      In the alternative, the district court stated rational basis review was nonetheless
warranted due to the nature of the election at issue. The court rejected Plaintiffs’
argument the election for the Commission's attorney members is an election of

                                          -4-
general interest, subject to strict scrutiny, noting an election of general interest
involves entities with traditional government powers over an entire geographic area.
The Commission is not such an entity, the court determined. First, the Commission's
functions are rather limited in that the Commission "simply 'selects and forwards to
the Governor the names of three applicants it deems best qualified' for each vacant
position" on the Iowa Supreme Court and the Iowa Court of Appeals. Carlson v.
Wiggins, 

, 828 (S.D. Iowa 2011) (quoting Dool v. Burke, 

, at *3 (D. Kan. Nov. 3, 2010) (slip copy)). Second, the Commission's
activities do not "have sufficient impact" on the daily lives of all Iowans. Instead,
they impact a definable group of constituents—the members of the Iowa Bar—more
than others. Based on the Commission's narrow functions and its disproportionate
effect on a definable group of constituents, the court determined the election of the
attorney members of the Commission is a special interest election to which rational
basis review, rather than strict scrutiny, applies. Applying rational basis review, the
district court concluded the election of the attorney members of the Commission by
and from members of the Iowa Bar is rationally related to Iowa's legitimate interests,
including the interest of selecting well-qualified judges and having the views of the
attorneys of Iowa represented on the Commission.

        On appeal, Plaintiffs argue the district court erred in dismissing their complaint
for failure to state a claim on the ground Iowa's method of electing the Commission's
attorney members does not violate Plaintiffs' rights under the Equal Protection
Clause. Plaintiffs further argue the district court erred in concluding the election for
the attorney members of the Commission is an election of special interest, subject to
rational basis review. Contending the election is one of general interest, Plaintiffs
claim the district court was required to apply strict scrutiny to Iowa's system of
allowing only members of the Iowa Bar to participate in the election of the attorney
members of the Commission. Because this "occupation-based" voter qualification
cannot withstand strict scrutiny, Plaintiffs urge us to declare Iowa's method for
electing the attorney members of the Commission unconstitutional.

                                           -5-
                                  II.   DISCUSSION

        "We review de novo the district court’s dismissal of an action for failure to
state a claim under Federal Rule of Civil Procedure 12(b)(6)." Walker v. Barrett, 

, 1203 (8th Cir. 2011) (quoting O’Neil v Simplicity, Inc., 

, 503
(8th Cir. 2009)); see also Fed. R. Civ. P. 12(b)(6) (providing dismissal is proper when
the complaint fails to state a claim upon which relief may be granted). "To survive
a motion to dismiss, a complaint must contain sufficient factual matter, accepted as
true, to state a claim to relief that is plausible on its face" and "[t]hreadbare recitals
of the elements of a cause of action, supported by mere conclusory statements, do not
suffice." Ashcroft v. Iqbal, 

, 

, 1949 (2009) (internal
quotation marks and citation omitted).

                                           A.

       The Fourteenth Amendment provides: "No State shall . . . deny to any person
within its jurisdiction the equal protection of the laws." U.S. Const. Amend. XIV,
§ 1. In the right-to-vote context, this equal protection of the laws has been interpreted
to provide "a constitutionally protected right [for each citizen] to participate in
elections on an equal basis with other citizens in the jurisdiction." Dunn v.
Blumstein, 

, 336 (1972); see also Rodriguez v. Popular Democratic
Party, 

, 9-10 (1982). Thus, the Supreme Court has interpreted the Equal
Protection Clause to restrain states from (1) drawing disproportionate voting districts,
Reynolds v. Sims, 

, 567-68 (1964), and (2) "fixing voter qualifications
which invidiously discriminate," Harper v. Va. State Bd. of Elections, 

,
666 (1966).

       First, in the so-called "vote denial" cases, the Supreme Court has invoked the
Equal Protection Clause to prohibit states from imposing voter qualifications which
result in the exclusion of a particular group from an election. See, e.g., Hill v. Stone,

                                           -6-


, 297-301 (1975) (holding unconstitutional a voter qualification based
on the payment of property taxes); Harper, 383 U.S. at 666 (stating a voter
qualification based on "the affluence of the voter or [the] payment of any fee" violates
the Equal Protection Clause). States, of course, have the power to restrict voter
qualifications based on age, residence, and citizenship. See Kramer v. Union Free
Sch. Dist. No. 15, 

, 625 (1969). All other classifications are suspect and
must withstand strict scrutiny to survive a constitutional attack. Hill, 421 U.S. at 297.

       In addition to the vote denial cases, the Supreme Court has also relied on the
Equal Protection Clause in the so-called "vote dilution" cases. In this line of cases,
the Court has invoked the Equal Protection Clause to prohibit states from
disproportionately dividing electoral districts by requiring the apportionment be made
on a population basis. See, e.g., Reynolds, 377 U.S. at 568 (holding the Equal
Protection Clause requires the apportionment of seats in a state legislature on a
population basis). The purpose behind this population-based apportionment was to
ensure each citizen's vote was equally effective, see id. at 568-69, and the principle
enunciated as a result of it is best known today as the "one-person, one-vote"
principle. See Branch v. Smith, 

, 268 (2003) (discussing the
constitutionally required one-person, one-vote principle enunciated in Reynolds); see
also Perkins v. City of W. Helena, Ark., 

, 215 (8th Cir. 1982) (noting the
emphasis the Supreme Court places on the one-person, one-vote principle of
Reynolds). Under this principle, "whenever a state or local government decides to
select persons by popular election to perform governmental functions, the Equal
Protection Clause of the Fourteenth Amendment requires that each qualified voter
must be given an equal opportunity to participate in that election[.]" Hadley v. Junior
Coll. of Metro. Kan. City, Mo., 

, 56 (1970). When the "one-person, one-
vote" principle applies, deviations from it are subject to strict scrutiny. See Kramer,
395 U.S. at 626.




                                          -7-
       The Supreme Court has, however, established an exception to the "one-person,
one-vote" principle. Notably, while states cannot deny citizens the right to vote on
the basis of suspect classifications in general interest elections, see Avery v. Midland
Cnty., Tex., 

, 485-86 (1968), the Supreme Court has recognized states
may restrict voting in the so-called special interest elections. See Ball v. James, 

, 370-71 (1981); Salyer Land Co. v. Tulare Lake Basin Water Storage Dist.,

, 728 (1973). The distinction between a general interest election and a
special interest election turns on the type of elective entity involved. When the entity
involved performs governmental functions "general enough . . . [to] have sufficient
impact throughout the [State]," the election is one of general interest. Bd. of Estimate
of City of N.Y. v. Morris, 

, 696 (1989). In such an election, any
classification restricting citizens' right to vote "on grounds other than residence, age,
and citizenship cannot stand unless the . . . State can demonstrate that the
classification serves a compelling state interest." Hill, 421 U.S. at 297. On the other
hand, if the entity has a “special limited purpose and . . . [a] disproportionate effect”
on a definable group of constituents, the election is a special interest election. Salyer,
410 U.S. at 728. In a special interest election, the State need only show the voting
scheme under attack "bears a reasonable relationship to its statutory objectives." Ball,
451 U.S. at 371.

       Plaintiffs concede voting restrictions in special interest elections are only
subject to rational basis review. Plaintiffs assert, however, the election of the attorney
members is a general interest election, subject to strict scrutiny, because the elective
entity involved—the Commission—"performs a normal function of government and
exercises traditional government authority, even if only the single power of
nominating the judiciary" and thus, affects and interests all Iowans. Appellants' Br.
at 21, 43.




                                           -8-
                                           B.

       We begin by examining Plaintiffs's contention the Commission performs
general, or traditional, governmental functions. General governmental functions
include the power to “levy and collect taxes, issue bonds with certain restrictions, hire
and fire [employees], . . . make contracts, [and] collect fees.” Hadley, 397 U.S. at 53-
54. The ability to “enact . . . laws governing the conduct of citizens” and “administer
such normal functions of government as the maintenance of streets, the operation of
schools, or sanitation, health, or welfare services” has also been attributed to entities
exercising general governmental powers. Ball, 451 U.S at 366. Lastly, to this non-
exhaustive list of governmental functions, the Supreme Court has added the power
to appoint county officials, adopt the county budget, fix school board boundaries, and
establish a regional housing authority. Avery, 390 U.S. at 476-77.

        As the district court noted, the Commission does not exercise any of these
general governmental functions. The only power vested in the Commission is the
power to select from a pool of eligible applicants the three most qualified candidates
for judicial appointment and forward the names of these candidates to the Governor
for final appointment. In this regard, the Commission's function is not, as Plaintiffs
suggest, to nominate judges to the Iowa Supreme Court and the Iowa Court of
Appeals. Rather, it is to nominate persons for judicial selection. Because the ultimate
power to make judicial appointments lies solely with the Governor, see Iowa Const.,
art. V, § 16, we reject Plaintiffs' attempt to equate the powers of the Commission with
the powers of the Governor. Contrary to Plaintiffs' assertion, the Commission's
function is narrow and its purpose limited for the only power vested in it is the power
to "screen candidates as part of the judicial appointment process" in the State of Iowa.
See Bradley v. Work, 

, 1456 (S.D. Ind. 1996). Accordingly, we
conclude the Commission does not exercise general governmental powers. Based on
the Commission's narrow function, we further conclude the Commission is a "special
limited purpose" entity. See, e.g., Ball, 451 U.S. at 366 (noting limited purpose

                                          -9-
entities characteristically serve relatively narrow functions); see also Salyer, 410 U.S.
at 728-29 (characterizing a water storage district as a special limited purpose entity
because the district had "relatively limited authority . . . to provide for the acquisition,
storage, and distribution of water"); Pittman v. Chicago Bd. of Educ., 

,
1102-03 (7th Cir. 1995) (describing a school council as an entity serving a special
limited purpose based on the council's lack of power to collect taxes).

       Having concluded the Commission does not exercise general governmental
functions, we next consider whether the activities of the Commission have a
sufficient impact on all Iowans or whether they disproportionately affect a definable
group of constituents. Plaintiffs argue the activities of the Commission affect all
eligible voters in the State of Iowa because "[a]ll Iowans are interested in and affected
by the nominations of judges." Appellants' Br. at 43. While we agree all Iowans
share an interest in having the most qualified judges appointed to the bench,
Plaintiffs again conflate the relatively narrow function of the Commission to select
judicial candidates with the Governor's power to appoint judicial officers. As
explained above, the sole function of the Commission is to screen the applications it
receives and select from these applications the three most qualified candidates to
forward to the Governor for judicial appointments. We cannot agree with Plaintiffs
this narrow function has a sufficient impact on all Iowans. Rather, we believe the
Commission disproportionately affects a definable group of constituents—the
members of the Iowa Bar "as officers of the court and as potential candidates for
judicial office"—whose interests in a fair and impartial judiciary are "different in
nature and in scope from the interests of the general public[.]" Bradley, 916 F. Supp.
at 1457.

        Moreover, even if, as Plaintiffs suggest, the Commission's activities directly
affect other constituents, the members of the Iowa Bar need not "be the only parties
at all affected by the operations of the [Commission]." Ball, 451 U.S. at 371. An
entity has a disproportionate effect on a definable group of constituents so long as the

                                           -10-
effect of the entity's operations on the selected voters is "disproportionately greater
than the effect on those seeking the vote." Id. Because the effect of the
Commission's function of selecting the most highly qualified candidates for judicial
appointment is disproportionately greater on the members of the Iowa Bar than on all
other non-attorney voters in the State of Iowa, we reject Plaintiffs' assertion the
activities of the Commission have a sufficient impact on all Iowans. See, e.g.,
Bradley, 916 F. Supp. at 1457 ("Attorneys, as officers of the court and as potential
candidates for judicial office, are disproportionately affected by the screening process
performed by the Commission.").

        In sum, we conclude the Commission is a "special limited purpose" entity for
its sole function is to select the most qualified candidates for judicial appointments
and forward the names of these candidates to the Governor for a final appointment.
This narrow function has a disproportionate effect on a definable group of
constituents—the members of the Iowa Bar—over other voters in the State of Iowa.
Therefore, the election of the attorney members of the Commission is an election of
special interest. See Salyer, 410 U.S. at 728 (stating a special interest election
involves an entity with a "special limited purpose . . . and [a] disproportionate effect"
on a definable group of constituents over others). Voter qualifications in special
interest elections are subject to rational rather than strict scrutiny review. See Ball,
451 U.S. at 371. Accordingly, to survive Plaintiffs' equal protection challenge, Iowa
must only show its system of election for the attorney members of the Commission
is rationally related to Iowa's legitimate interests. See id.

                                           C.

       Applying rational basis review, we agree with the district court Iowa's system
of election for the Commission's attorney members by and from members of the Iowa
Bar is rationally related to Iowa's legitimate interests. Undoubtedly, the State of Iowa
has a legitimate interest in selecting the most highly qualified candidates to serve as

                                          -11-
judges on the Iowa Supreme Court and the Iowa Court of Appeals. Candidates must
be members of the Iowa Bar, see Iowa Code § 46.14, and are generally expected to
have strong credentials, recognized integrity, and a distinguished legal career.
Candidates must also demonstrate a commitment to promoting and upholding the
independence, integrity, and impartiality of Iowa's judiciary, if appointed. See, e.g.,
Iowa Code of Judicial Conduct, Canon 1 (outlining the duties of Iowa's judicial
officers). Thus, who better-suited to evaluate the credentials of judicial aspirants than
other members of the Iowa Bar? Attorneys will typically be more familiar with the
judicial candidates than the general public. They will be in a better position to
evaluate each candidate's qualifications and determine who has "the legal acumen, the
intelligence, and the [judicial] temperament to best serve the people of [Iowa]." See
African-Am. Voting Rights Legal Defense Fund, Inc. v. State of Mo., 

, 1128 (E.D.Mo. 1997), aff'd, 

 (8th Cir. 1998). Accordingly, we
conclude Iowa's legitimate interest in selecting the most qualified judges encompasses
an interest in having the views and expertise of Iowa's attorneys represented on the
Commission to assist with this selection. We further conclude the State's decision to
allow members of the Iowa Bar the opportunity to elect seven of their peers to serve
as the Commission's attorney members bears a rational relationship to this legitimate
interest. See, e.g., Bradley, 916 F. Supp. at 1458 ("Because of their familiarity with
the integrity, skill and experience of their fellow members of the bar, the Lake County
lawyers appear to be uniquely well-suited to select the best qualified attorney
Commission members."). Therefore, Iowa's system for election of the attorney
members of the Commission by and from members of the Iowa Bar does not violate
Plaintiffs' rights under the Equal Protection Clause.

                                III.   CONCLUSION

       Accordingly, we affirm the district court’s dismissal of Plaintiffs’ action for
failure to state a claim upon which relief may be granted. See McAdams v. McCord,

, 113-14 (8th Cir. 2009) (stating we may affirm the district court's

                                          -12-
dismissal of a complaint for failure to state a claim "on any basis supported by the
record") (internal quotation marks and citation omitted).
                       ______________________________




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