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

1. On dissolution or liquidation, the assets of the association shall be used to pay liquidation expenses first, next the association’s obligations other than patronage dividends or patronage dividend certificates which it has issued, and the remainder shall be distributed in the…

Section 504.1613 applies to a cooperative 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 , the cooperative…

1. Five or more individuals, or two or more associations, may organize an association. 2. All individual incorporators of agricultural associations must be engaged in producing agricultural products, which phrase includes landlords and tenants as specified in section 499.13 . 3. …

The right of an association to exist or continue under this chapter may be inquired into by the attorney general, but not otherwise. If from its biennial report or otherwise, the secretary of state is informed that it is not functioning as a cooperative, the secretary shall so no…

1. Any foreign corporation organized under generally similar laws of any other state shall be admitted to do business in Iowa upon compliance with the general laws relating to foreign corporations and payment of the same fees as would be required under section 490.122 if the fore…

All exemptions or privileges applying to agricultural products in the possession or control of the individual producer shall apply to such products in the possession or control of any association which have been delivered to it by its members. [C35, §8512-g55; C39, § 8512.55; C46…

Any law conflicting with any part of this chapter shall be construed as not applicable to associations formed hereunder. [C35, §8512-g56; C39, § 8512.56; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.56 ]

The state reserves the right to modify, amend or repeal this chapter , or any part hereof, and to cancel, modify, repeal or extend any grant, power, permit or franchise obtained or secured under this chapter , at any future time. [C35, §8512-g57; C39, § 8512.57; C46, 50, 54, 58, …

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 upo…

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…

Notwithstanding section 499.13 , a water utility organized under this chapter , a municipal water utility, or a water district organized under chapter 357 , 357A , or 504 may be a member of a federated association. 88 Acts, ch 1172, §4 ; 94 Acts, ch 1137, §2 ; 2004 Acts, ch 1049,…

A cooperative association may be organized under this chapter for any lawful purpose or purposes. [C35, §8512-g6; C39, § 8512.06; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.6 ] 88 Acts, ch 1026, §2 ; 88 Acts, ch 1172, §5

The provisions of chapters 497 and 498 are hereby declared inoperative as to corporations chartered from and after July 4, 1935, but said chapters shall continue in force and effect as to corporations organized or operating thereunder prior to July 4, 1935, so long as any such co…

When used in this subchapter , unless the context otherwise requires: 1. “Consolidation” means the uniting of two or more cooperative associations into one cooperative association, in such manner that a new cooperative association is formed, and the new cooperative association ab…

1. Any two or more cooperative associations may merge into one cooperative association in the manner provided in this section . 2. The board of directors of each cooperative association shall, by resolution adopted by a majority vote of all members of each board, approve a plan o…

1. Any two or more cooperative associations may be consolidated into a new cooperative association in the manner provided in this section . 2. The board of directors of each cooperative association shall, by resolution adopted by a majority vote of all members of each board, appr…

1. The board of directors of a cooperative association, upon recommending a plan of merger or consolidation be approved by the members, shall, by motion or resolution, direct that the plan be submitted to a vote at a meeting of members, which may be either an annual or special me…

1. If a voting member or voting shareholder of a cooperative association which is a party to a merger or consolidation files with the cooperative association, prior to or at the meeting of members at which the plan is submitted to a vote, a written objection to the plan of merger…

1. As used in this section : a. “Dissenting member” means a voting member who votes in opposition to the plan of merger or consolidation and who makes a demand for payment of the fair value under section 499.65 . b. “Old association” means the association in which the member owns…

1. Upon approval, articles of merger or articles of consolidation shall be executed by each cooperative association as provided in section 499.44 . The articles must include the following: a. The plan of merger or the plan of consolidation. b. As to each cooperative association, …

A merger or consolidation shall become effective upon the date that the certificate of merger or the certificate of consolidation is issued by the secretary of state, or the effective date specified in the articles of merger or articles of consolidation, whichever is later. When …

1. One or more foreign cooperative associations and one or more domestic cooperative associations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each foreign cooperative association is organ…

1. One or more cooperative associations and one or more qualified corporations may participate in a qualified merger as provided in this section . 2. Each participating cooperative association and qualified corporation must approve a written plan of qualified merger. a. The plan …

Except as expressly limited in its articles, each association has the following powers: 1. To conduct business, carry on operations, establish and operate offices, and exercise all powers granted by this chapter in or outside this state. 2. To borrow any amounts of money, and giv…

At any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions set forth in the plan of merger or consolidation. [C71, 73, 75, 77, 79, 81, §499.70 ]

The provisions of this subchapter shall also apply to cooperative associations organized under chapters 497 and 498 . [C71, 73, 75, 77, 79, 81, §499.71 ] 2014 Acts, ch 1026, §143

Each association must continuously maintain in this state both of the following: 1. A registered office that may be the same as any of its places of business. 2. A registered agent, who may be any of the following: a. An individual who resides in this state and whose business off…

1. An association may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth all of the following: a. The name of the association. b. The street address of its current registered office. c. If the …

An association may change its principal office by delivering to the secretary of state for filing a statement of change that sets forth all of the following: 1. The name of the association. 2. The street address of its current principal office. 3. The street address of its new pr…

1. A registered agent may resign the agent’s agency appointment by signing and delivering to the secretary of state for filing the signed original and two exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is …

1. An association’s registered agent is the association’s agent for service of process, notice, or demand required or permitted by law to be served on the association. 2. If an association has no registered agent, or the agent cannot with reasonable diligence be served, the assoc…

The secretary of state may commence a proceeding under section 499.77 to administratively dissolve an association if any of the following apply: 1. The association has not delivered a biennial report to the secretary of state in a form that meets the requirements of section 499.4…

1. If the secretary of state determines that one or more grounds exist under section 499.76 for dissolving an association, the secretary of state shall serve the association by ordinary mail with written notice of the secretary of state’s determination pursuant to section 499.75 …

1. An association administratively dissolved under section 499.77 may apply to the secretary of state for reinstatement at any time after the effective date of dissolution. The application must meet all of the following requirements: a. Recite the name of the association at its d…

1. If the secretary of state denies an association’s application for reinstatement following administrative dissolution, the secretary of state shall serve the association pursuant to section 499.75 with a written notice that explains the reason or reasons for denial. 2. The asso…

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

An agricultural association may contract with any member for the member’s exclusive sale to or through it, of all or any part of the member’s agricultural products or other designated commodities. Such contracts may permit the association to take and sell the property without acq…

1. If a member of a cooperative association intends to distribute information to other members of a cooperative association and the member does not have a list of the members of the cooperative association, the member may request the board of directors to distribute the informati…

1. a. Contracts permitted by section 499.8 may provide that the member pay the association any sum, fixed in amount or by a specified method of computation, for each violation thereof; also all the association’s expenses of any suit thereon, including bond premiums and attorney’s…