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

It shall become void upon the member’s death, or may be revoked by the directors upon proof duly made that the member has ceased to be a producer of products handled by or through the association, in the case of producing or selling associations or has ceased to be the user of pr…

The conditions of membership specified in sections 498.12 and 498.13 shall be printed upon the face of every membership certificate. [C24, 27, 31, 35, 39, § 8498; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.14 ]

Likewise, associations may be formed under this chapter whose membership shall consist of other associations formed under the provisions of this chapter , the purpose being to federate local associations into central cooperative associations for the more economical and efficient …

Such central associations may enter into contracts, agreements and arrangements with their member associations. Each member association in such federated associations shall have an official representative chosen by its own board of directors, who shall cast one vote and no more a…

Each member of an association shall be entitled to one vote and no more upon all questions affecting the control and management of the affairs of the association and in the selection of its board of directors. [C24, 27, 31, 35, 39, § 8501; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77,…

No vote by proxy shall be permitted, but a written vote received by mail from any absent member, and signed by that member, may be read and counted at any regular or special meeting of the association, provided that the secretary shall notify all members in writing of the exact m…

1. The association may require members to sell all or a stipulated part of their specifically enumerated products exclusively through the association or to buy specifically enumerated supplies exclusively through the association, but in such case, a reasonable period during each …

Any number of persons, not less than five, may associate themselves as a cooperative association, without capital stock, for the purpose of conducting any agricultural, livestock, horticultural, dairy, ethanol production, mercantile, mining, manufacturing, or mechanical business,…

Every association may borrow money necessary for the conduct of its business, and may issue notes, bonds, or debentures therefor, and may give security in the form of mortgage or otherwise for the repayment thereof. [C24, 27, 31, 35, 39, § 8504; C46, 50, 54, 58, 62, 66, 71, 73, 7…

Members of such association may limit their personal liability to the amount of their membership fee as provided in their articles of incorporation. [C24, 27, 31, 35, 39, § 8505; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.21 ]

Associations formed under this chapter shall perform services on a basis of the lowest practicable cost, and may provide for meeting the cost thereof through dues, assessments, or service charges, which shall be prescribed in the bylaws. Such charges shall be set high enough to p…

Out of any surplus remaining in any given year, the directors shall each year set aside not less than ten percent of such savings for the accumulation of a reserve fund until such reserve shall equal at least forty percent of the invested capital of the association, not less than…

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 498.24 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, §8508-a2; C39, § 8508.2; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.26 ]

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 498.24 . [C27, 31, 35, §8508-a3; C39, § 8508.3; 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, §8508-a5; C39, § 8508.5; C46, 50, 54, 58, 62…

For the purpose of this chapter , the words “association” , “exchange” , “society” , or “union” , shall be construed to mean the same and are defined to mean a corporate body composed of actual producers or consumers of the given commodity handled by the association, whose busine…

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

No corporation or association hereafter organized 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 or of chapter 497 , and any corporation or association violating …

None of the funds of any association shall be used for purposes of any promotion as commissions, salaries, or expenses of any kind, character, or nature whatsoever, except that in the case of associations operating in more than one county, if the par value of securities to be sol…

Associations formed under the provisions of this chapter shall continue for a period of twenty-five years, unless earlier dissolved by order of its members or by other processes as by law provided, and the term of its existence may be renewed by the filing of new articles of asso…

Except as otherwise provided in this chapter , a director, officer, employee, or member of the association is not liable on the association’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 member’s death, shall provide a statement to the administrator or executor of the member’s estate, or to the attorney representing the member’s estate. The statement shall describe agricultural products owned by the mem…

They shall sign and acknowledge written articles, which shall contain the name of the association and the names and residences of the incorporators. Such articles shall also contain a statement of the purposes of the association, the amount of the membership fee, and shall design…

The original articles of incorporation shall be filed for record with the secretary of state. Upon approval of such articles, the secretary of state shall issue a certificate of incorporation. [C24, 27, 31, 35, 39, § 8489; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.5 ]…

For filing the articles of incorporation of associations organized under this chapter , there shall be paid to the secretary of state five dollars, and for the filing of an amendment to such articles, two dollars. In all cases there shall be paid a recording fee of fifty cents pe…

Within thirty days after the adoption of any amendment to its articles of incorporation, the association shall cause a copy of such amendment to be recorded in the office of the secretary of state. [C24, 27, 31, 35, 39, § 8491; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §49…

Every such association shall be managed by a board of not less than five directors, who shall be elected by and from the members at such time and for such term of office as the articles may prescribe. They shall hold office until their successors are elected and qualify; but a ma…

The officers of every such association shall be a president, one or more vice presidents, a secretary, and treasurer, who shall be elected annually by the directors, from amongst their own number. The offices of secretary and treasurer may be held by the same person. [C24, 27, 31…