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

A membership or share of common stock shall not be issued to, or held by, any person unless the person is eligible for membership in the association under its articles. A person may be eligible only if the person is engaged in producing a product marketed by the association, the …

Membership in associations without capital stock may be acquired by eligible parties in the manner provided in the articles, which shall specify the rights of members, the issuing price of memberships, if any, and what, if any, fixed dividends accrue thereon. If the articles so p…

An electric cooperative association may have one or more classes of members. Qualifications, requirements, methods of acceptance, terms, conditions, termination, and other incidents of membership shall be set forth in the articles of incorporation of the association. 93 Acts, ch …

The association may issue certificates of membership or stock, each of which states the fixed dividend, if any, and the restrictions or limitations upon its ownership, voting, transfer, redemption, or cancellation. [C35, §8512-g15; C39, § 8512.15; C46, 50, 54, 58, 62, 66, 71, 73,…

If permitted by the association’s articles of incorporation, any eligible subscriber for common stock or membership may vote and be treated as a member after making part payment of the amount, if any, required to be paid for the common stock or membership in cash, giving the subs…

No common stock shall be transferable, unless the articles expressly provide for transfer to others eligible for membership. Such provision may require that the transfer be preceded by an offer to the association, or be otherwise restricted. No nonstock membership shall be transf…

The directors may expel any member if the member has attempted to transfer that member’s membership or stock in violation of its terms, or has willfully violated any article or bylaw which provides for such penalty. [C35, §8512-g18; C39, § 8512.18; C46, 50, 54, 58, 62, 66, 71, 73…

If a common stockholder or member dies, or becomes ineligible, or is expelled, that person’s stock or membership shall forthwith be canceled. In cases of expulsion the association shall pay the stockholder or member its value as shown by the books on the date of cancellation, but…

As used in this chapter , unless the context otherwise requires: 1. “Agricultural associations” are those formed to produce, grade, blend, preserve, process, store, warehouse, market, sell, or handle an agricultural product, or a by-product of an agricultural product; to produce …

The articles may permit and regulate voluntary withdrawal of members and the resulting cancellation of their common stock and memberships. [C35, §8512-g20; C39, § 8512.20; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.20 ]

The death, expulsion or withdrawal of a member shall not impair the member’s contracts, debts, or obligations to the association. [C35, §8512-g21; C39, § 8512.21; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.21 ]

An association with capital stock may divide the shares into common and preferred stock. Par value stock shall not be issued for less than par. The general corporation laws shall govern the consideration for which no-par stock is issued. If the articles so provide, common stock m…

Unless the articles provide that common stock shall receive no dividends, the directors may declare noncumulative dividends thereon at such rate as they may fix, not exceeding eight percent per annum. [C35, §8512-g23; C39, § 8512.23; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 8…

Preferred stock shall bear cumulative or noncumulative dividends as fixed by the articles. It shall have no vote. It shall be issued and be transferable without regard to eligibility or membership, and be redeemable on terms specified in the articles and as provided for in this c…

An association may discharge all or any part of obligations incurred in purchasing any business, property or stock, or an interest therein, by issuing its authorized preferred stock in an amount not exceeding the fair market value of the thing purchased. Issuance of such stock sh…

Unless the articles otherwise provide, the bylaws or the directors may prescribe charges to be made to each member for services rendered the member or upon products bought from or sold to the member, and the time and manner of their collection. [C35, §8512-g26; C39, § 8512.26; C4…

1. Regular meetings of members shall be held at least once each year, the first of which shall be on the date specified in its articles. Unless otherwise provided in the articles or bylaws, subsequent meetings shall be on the same date in each succeeding year. 2. Unless otherwise…

1. Members of any class may participate in any meeting of members by means of remote communication to the extent the board of directors authorizes such participation for such class. Participation as a member by means of remote communication shall be subject to such guidelines and…

No member may own more than one membership or share of common stock. Each voting member shall be entitled to one vote and no more at all corporate meetings. [C35, §8512-g28; C39, § 8512.28; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.28 ]

A vote shall not be cast by proxy. The vote of a member-association shall be cast only by its representative duly authorized in writing. A member may cast that member’s vote in advance of the meeting by mail ballot or, if the association’s articles or bylaws permit, by an alterna…

1. A nonstock livestock shipping association shall not handle livestock of any nonmembers. 2. Any association may restrict the amount of business done with nonmembers and may limit its dealings or any class thereof to members only. [C35, §8512-g3; C39, § 8512.03; C46, 50, 54, 58,…

The directors shall annually dispose of the earnings of the association in excess of its operating expenses as follows: 1. To provide a reasonable reserve for depreciation, obsolescence, bad debts, or contingent losses or expenses. 2. a. (1) To the extent that the cooperative ass…

1. As used in this section , “disbursement” means an amount of any dividend, patronage dividend, distribution including earnings distribution, or any other increment or sum realized or accruing from a membership or stock, subscription, or other equity interest in a cooperative as…

The members may at any meeting control the amount to be allocated to surplus or educational fund, within the limits specified in section 499.30 , or the amount to be allocated to reserves. [C35, §8512-g31; C39, § 8512.31; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.31 ]…

Patronage dividends to subscribers whose stock or membership is not fully paid in cash shall be applied toward such payment until it is completed. If the articles or bylaws so provide, subscriptions not fully paid within two years may be canceled and all payments or patronage div…

1. The directors may use a revolving fund to pay the obligations or add to the capital of the association or retire its preferred stock. In that event the deferred patronage dividends credited to members constitute a charge on the revolving fund, on future additions to the revolv…

If its articles or bylaws so provide, an association may issue transferable or nontransferable certificates for deferred patronage dividends. [C35, §8512-g34; C39, § 8512.34; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.34 ] Referred to in §499.35

Credits or certificates referred to in sections 499.33 and 499.34 shall not mature until the dissolution or liquidation of the association, but shall be callable by the association at any time in the order of priority specified in section 499.33 . [C35, §8512-g35; C39, § 8512.35;…

1. The affairs of each association shall be managed by a board of directors. 2. a. A director must be a member of the association or an officer or a member of a member-association. A director shall be elected by the members as prescribed by the association’s articles of incorpora…

1. A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the association, and with the care that a person in a like position would reasonably believe appropriate under similar c…

1. The board of directors of the association shall select the association’s officers as provided in its articles of incorporation or bylaws, and shall fill vacancies in such offices. The articles of incorporation or bylaws shall delegate to an officer the responsibility for all o…

1. An officer, when performing in such capacity, shall act in conformity with all of the following: a. In good faith. b. With the care that a person in a like position would reasonably exercise under similar circumstances. c. In a manner the officer reasonably believes to be in t…

At any meeting called for that purpose, any officer or director may be removed by vote of a majority of all voting members of the association. A director chosen under section 499.36, subsection 5 , may likewise be removed by vote of a majority of all members in the director’s dis…

If provided for in the articles of incorporation, any action of directors shall, on demand of one-third of the directors made and recorded at the same meeting, be referred to a regular or special meeting of members called for such purpose. Such action shall stand until and unless…

1. A person including a corporation hereafter organized, which is not an association as defined in this chapter or a cooperative as defined in chapter 501 or 501A , shall not use the word “cooperative” or any abbreviation thereof in its name or advertising or in any connection wi…

Articles of incorporation must be signed and acknowledged by each incorporator. They may deal with any fiscal or internal affair of the association or any subject hereof in any manner not inconsistent with this chapter . All articles must state in the English language: 1. The nam…

1. Notwithstanding the provisions of the articles of incorporation of any association pertaining to amendment thereto now in effect, any association may amend its articles of incorporation by a vote of sixty-six and two-thirds percent of the members present, or voting by mailed b…

An amendment to the articles of incorporation of an association that adds, changes, or deletes a greater voting or quorum requirement by the members than required by this chapter must be adopted by the voting or quorum requirements then in effect or proposed to be adopted, whiche…

1. An association may extend its duration perpetually, or for any definite time, by resolution adopted by a majority of all its members, or any different vote for which the articles may provide, at a meeting called for that purpose and held before its original expiration. 2. Unle…

1. As used in this section , “cooperative association” means any of the following: a. An association organized under chapter 497 , regardless of whether it is referred to as an “association”, “company”, “corporation”, “exchange”, “society”, or “union” as provided in that chapter.…

A cooperative association organized under chapter 490 or 491 may elect to be governed by and to comply with the provisions of this chapter . The election shall be governed by the following procedures: 1. The board of directors and shareholders must adopt a resolution reciting tha…

1. The secretary of state shall record all documents submitted to and required to be filed with the secretary under this chapter . 2. a. A document required to be filed with the secretary of state pursuant to this chapter must be executed. The person executing the document must b…

Upon the request of a filer of a document under this chapter , the secretary of state shall provide an extra filing service and assess a surcharge as provided in chapter 9, subchapter II . 2021 Acts, ch 165, §259

1. A fee of twenty dollars shall be paid to the secretary of state upon filing articles of incorporation, amendments, or renewals. 2. Except as provided in this section , the association shall pay the fees prescribed by section 490.122 when the documents described in that section…

The directors, by a vote of seventy-five percent of the directors, may adopt, alter, amend, or repeal bylaws for the association, which shall remain in force until altered, amended, or repealed by a vote of seventy-five percent of the members present or represented having voting …

1. An association whose duration has expired, or which is sooner dissolved by voluntary act of its members, shall continue to exist for the purpose of winding up its affairs until its complete liquidation under subsection 3 hereof. 2. An association may be dissolved by two-thirds…