Title XII, BUSINESS ENTITIES (Ch. 486 - 504C)

Whenever an association created under this chapter shall purchase the business of another association, person, or persons, it may pay for the same in whole or in part by issuing to the selling association or person shares of its capital stock to an amount, which at fair market va…

In case the cash value of such purchased business exceeds one thousand dollars, the directors of the association are authorized to hold the shares in excess of one thousand dollars in trust for the vendor, and dispose of the same to such persons, and within such times, as may be …

Certificates of stock shall not be issued to any subscriber until fully paid, but the bylaws of the association may allow subscribers to vote as stockholders; provided part of the stock subscribed for has been paid in cash. [SS15, §1641-r11; C24, 27, 31, 35, 39, § 8473; C46, 50, …

At any regularly called general or special meeting of the stockholders, a written vote received by mail from any absent stockholder, and signed by that stockholder, may be read in such meeting, and shall be equivalent to a vote of each of the stockholders so signing, provided the…

The board of directors, subject to revision by the association at any general or special meeting, shall each year set aside not less than ten percent of the net profits for a reserve fund, until an amount has accumulated therein equal to fifty percent of the paid-up capital stock…

The board may each year, out of remaining net profits, subject to the approval of the association at any general or special meeting: 1. Provide an educational fund to be used in teaching cooperation, not exceeding five percent of the net profits. 2. Declare and pay a dividend on …

The remainder of said net profits shall be distributed by uniform dividends upon the amount of purchases of shareholders, and upon the wages and salaries of employees. In producing associations, such as creameries, canneries, elevators, factories, and the like, dividends shall be…

They shall sign and acknowledge written articles which shall contain the name of said association and the names and residences of the persons forming the same. Such articles shall also contain a statement of the purposes of the association, and shall designate the city or village…

The profits or net earnings of such associations shall be distributed to those entitled thereto, at such times as the bylaws shall prescribe, which shall be as often as once in twelve months. [SS15, §1641-r14; C24, 27, 31, 35, 39, § 8478; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, …

If such association, for five consecutive years, shall fail to declare a dividend upon the shares of its paid-up capital, five or more stockholders, by petition, setting forth such fact, may apply to the district court of the county wherein is situated its principal place of busi…

1. Section 504.1613 applies to a cooperative association organized under this chapter in the same manner as that section applies to a corporation organized under chapter 504 . In addition to the information required to be set forth in the biennial report under section 504.1613 , …

Any corporation organized under the provisions of this chapter after the first day of January shall be exempt from the provisions of section 497.22 for the year in which incorporated, after which it shall, however, be subject to all of the provisions of said section. [C27, 31, 35…

In the month of April of each year the secretary of state shall prepare a list of all delinquent corporations and file the same in the secretary of state’s office. [C27, 31, 35, §8480-a2; C39, § 8480.2; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.24 ]

On or before the first day of May of the year the report is due the secretary of state shall mail to each delinquent association a notice of such delinquency and of the penalties provided in section 497.22 . [C27, 31, 35, §8480-a3; C39, § 8480.3; C46, 50, 54, 58, 62, 66, 71, 73, …

If the biennial report required is not filed and penalties paid on or before the last day of June the secretary of state shall, on the first day of July following, cancel the name of any delinquent corporation from the list of live corporations in the secretary of state’s office,…

When so canceled the corporate rights of any such corporation shall be forfeited and its corporate period terminated on the date such cancellation shall have been entered on the records of the secretary of state’s office. [C27, 31, 35, §8480-a5; C39, § 8480.5; C46, 50, 54, 58, 62…

Any corporation whose corporate rights have been canceled and forfeited in the manner provided herein may, however, before September 1 following such cancellation, make application to the secretary of state for reinstatement and upon being furnished good and sufficient reasons fo…

All cooperative corporations, companies, or associations heretofore organized and doing business under prior statutes, or which have attempted to so organize and do business, shall have the benefit of all the provisions of this chapter and be bound thereby, on filing with the sec…

The original articles of incorporation of associations organized under this chapter shall be filed with the secretary of state, and be by the secretary recorded in a book kept for that purpose; and if such articles comply with the provisions of sections 497.1 and 497.2 , the secr…

No corporation or association organized after July 4, 1915, shall be entitled to use the term “cooperative” as part of its corporate or other business name or title, unless it has complied with the provisions of this chapter , and any corporation or association violating the prov…

None of the funds of any association organized under the provisions of this chapter shall be used in the payment of any promotion; as commissions, salaries or expenses of any kind, character, or nature whatsoever. [SS15, §1641-r18; C24, 27, 31, 35, 39, § 8483; C46, 50, 54, 58, 62…

The private property of the stockholders shall be exempt from execution for the debts of the corporation. [SS15, §1641-r19; C24, 27, 31, 35, 39, § 8484; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.32 ]

Except as otherwise provided in this chapter , a director, officer, employee, or member of the corporation is not liable on the corporation’s debts or obligations and a director, officer, member, or other volunteer is not personally liable in that capacity, for a claim based upon…

A cooperative association operating under this chapter may indemnify any present or former director, officer, employee, member, or volunteer in the manner and in the instances authorized in sections 490.850 through 490.859 , provided that where sections 490.850 through 490.859 pr…

1. The board of directors, upon receiving actual notice of a stockholder’s death, shall provide a statement to the administrator or executor of the stockholder’s estate, or to the attorney representing the stockholder’s estate. The statement shall describe agricultural products o…

For filing the articles of incorporation of associations organized under this chapter , there shall be paid to the secretary of state ten dollars, and for the filing of an amendment to such articles, five dollars; provided that when the capital stock of such corporation shall be …

Every such association shall be managed by a board of not less than five directors, who shall be elected by and from the stockholders at such time and for such term of office as the bylaws may prescribe, and shall hold office for the time for which elected and until their success…

A majority of the stockholders shall have the power at any regular or special stockholders’ meeting, legally called, to remove any director or officer for cause, and fill the vacancy, and thereupon the director or officer so removed, shall cease to be a director or officer of sai…

The officers of every such association shall be a president, one or more vice presidents, a secretary, and a treasurer, who shall be elected annually by the directors, and each of said officers must be a director of the association. The offices of secretary and treasurer may be c…

The association may amend its articles of incorporation by a majority vote of its stockholders at any regular stockholders’ meeting, or at any special stockholders’ meeting called for that purpose, on ten days’ notice to all stockholders. Said power to amend shall include the pow…

Within thirty days after the adoption of an amendment to its articles of incorporation, an association shall cause a copy of the amendment adopted to be recorded in the office of the secretary of state. [SS15, §1641-r6; C24, 27, 31, 35, 39, § 8467; C46, 50, 54, 58, 62, 66, 71, 73…