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

1. The secretary of state may prescribe and furnish on request forms for the proper administration of this chapter . If the secretary of state has prescribed a mandatory form for a document, then that form must be on the prescribed form. 2. Articles must be signed by all of the o…

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, §260

1. A cooperative must continuously maintain in this state a registered office that may be the same as any of its places of business, and a registered agent, who may be any of the following: a. An individual who resides in this state and whose business office is identical with the…

Repealed by 98 Acts, ch 1152, §68, 69 . See §501.701 et seq.

The attorney general alone shall have the right to inquire into whether a cooperative has the right to exist or continue under this chapter . If the secretary of state is informed that a cooperative is not functioning as a cooperative, the secretary of state shall notify the atto…

Three or more individuals may organize a cooperative under this chapter by executing and delivering articles to the secretary of state. 96 Acts, ch 1010, §11

1. The initial articles must set forth all of the following: a. The name, address, and occupation of each organizer. b. The names and addresses of the initial directors. c. The street address of the cooperative’s initial registered office and the name of its initial registered ag…

1. A cooperative may amend its articles at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. 2. A cooperative may restate its articles at any time. A restatement of the articles must contain …

The board may adopt or amend the cooperative’s bylaws by a vote of three-fourths of the board. The members may adopt or amend the cooperative’s bylaws by a vote of three-fourths of the votes cast in which vote a majority of all votes are cast. A bylaw provision adopted by the mem…

A member is not personally liable for the acts or debts of the cooperative. 96 Acts, ch 1010, §15

1. A cooperative shall hold an annual member meeting at a time and place fixed in accordance with the bylaws. 2. The board may call special member meetings, and the board shall call a special member meeting upon the written demand of twenty percent of the members. 3. A cooperativ…

1. Only those issues included in the notice of a member meeting may be considered at that meeting. 2. A member may vote at a member meeting in person or by mail ballot that specifies the issue and the member’s vote on that issue. If the board makes available a ballot form, then t…

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

1. Within ten days from receiving a demand of a member, the cooperative shall produce and furnish the member with the names and addresses of all members of the cooperative. 2. The board shall adopt a policy which permits the distribution of information to all of the members upon …

A person who is a member owning fifteen percent or more of a cooperative shall not be eligible to be a member of any other cooperative organized under this chapter . A person violating this section is subject to a civil penalty of not more than one hundred dollars. The person’s m…

A person who is a member shall not own more than one membership. The person shall be entitled to cast not more than one vote regarding any matter in which a vote is conducted, including any matter subject to a vote during a cooperative meeting. 96 Acts, ch 1010, §20 ; 98 Acts, ch…

The cooperative shall make available financial information to its membership by doing either of the following: 1. Preparing and providing to its members a financial statement for the cooperative’s last fiscal year. a. The financial statement must be based upon an unqualified opin…

1. The affairs of a cooperative shall be managed by a board of not less than three directors. 2. The members shall elect the directors as prescribed in the articles or bylaws. 3. Each director shall serve the term prescribed in the articles or bylaws. The terms may be staggered. …

1. A director may resign at any time by delivering written notice to the board chairperson or the board secretary. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. 2. The members may remove one or more directors with or w…

1. The board may hold regular or special meetings in or out of this state. A quorum of the board consists of a majority of the directors. 2. Unless the articles or bylaws provide otherwise: a. Regular board meetings may be held without notice of the date, time, place, or purpose …

1. A conflict of interest transaction is a transaction with the cooperative in which a director has a direct or indirect interest. A director shall be deemed to have a conflict of interest in a matter concerning a transaction between the cooperative and another entity, if the dir…

A cooperative shall have officers described in its bylaws or appointed by the board in accordance with the bylaws. The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors’ and members’ meetings and for authenticating rec…

1. A director or officer shall discharge the director’s or officer’s duties in conformity with all of the following: a. In good faith. b. With the care an ordinarily prudent person in a like position would exercise under similar circumstances. c. In a manner the director or offic…

1. The articles may contain a provision eliminating or limiting the personal liability of a director, officer, or interest holder of the cooperative for money damages for any action taken, or any failure to take action as a director, officer, or interest holder, except liability …

Repealed by 98 Acts, ch 1152, §68, 69 . See §501.411 et seq.

As used in this part, unless the context otherwise requires: 1. “Cooperative” includes any domestic or foreign predecessor entity of a cooperative in a merger. 2. “Director” or “officer” means an individual who is or was a director or officer, respectively, of a cooperative who, …

1. Except as otherwise provided in this section , a cooperative may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if either of the following apply: a. All of the following apply: (1) The in…

A cooperative shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the cooperative. 98 Acts, ch 1152, §22, 69 ; 2003 Acts, ch 66, §18 Refer…

1. A cooperative may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because the person is a director if the person delivers all of the following to the cooperative: a. …

1. A director who is a party to a proceeding because the person is a director may apply to the court conducting the proceeding or to another court of competent jurisdiction for indemnification or an advance for expenses. After receipt of an application, and after giving any notic…

1. A cooperative shall not indemnify a director under section 501.412 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the relevant standard of conduct set forth in sec…

1. A cooperative may indemnify and advance expenses under this part to an officer of the cooperative who is a party to the proceeding because the person is an officer, according to both of the following: a. To the same extent as to a director. b. If the person is an officer but n…

A cooperative may purchase and maintain insurance on behalf of an individual who is a director or officer of the cooperative, or who, while a director or officer of the cooperative, serves at the cooperative’s request as a director, officer, partner, trustee, employee, or agent o…

1. A cooperative may, by a provision in its articles of organization or bylaws or in a resolution adopted or a contract approved by its board of directors or members, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accor…

A cooperative may provide indemnification or advance expenses to a director or an officer only as permitted by this chapter . 2003 Acts, ch 66, §25

1. A cooperative may issue the number of interests of each class authorized by its articles. A cooperative may issue fractional interests. Interests may be represented by certificates or by entry on the cooperative’s interest record books. 2. A member shall not sell or otherwise …

1. A membership shall terminate upon the death of the member. 2. The articles or bylaws may authorize the board to terminate a membership for any of the following reasons: a. The member has attempted to transfer any interest to a person who is not a member and has not been approv…

The board shall annually dispose of the cooperative’s earnings in excess of its operating expenses as follows: 1. If the articles authorize the payment of distributions on a class of interests, then the directors may declare a distribution pursuant to the articles. Distributions …

1. As used in this section : a. “Dissenting member” means a voting member who votes in opposition to the plan of conversion and who makes a demand for payment as provided in this section not later than the deadline for members to vote to approve the plan of conversion. b. “Issue …

Repealed by 98 Acts, ch 1152, §68, 69 . See §501.611 et seq.

1. A cooperative may, on the terms and conditions and for the consideration determined by the board, mortgage, pledge, or otherwise encumber any or all of its property. 2. A cooperative may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property,…

Repealed by 98 Acts, ch 1152, §68, 69 . See §501.801 et seq.

When used in this part, unless the context otherwise requires: 1. “Consolidation” means the uniting of two or more cooperatives organized under this chapter into one cooperative organized under this chapter , in such manner that a new cooperative is formed, and the new cooperativ…

Any two or more cooperatives may merge into one cooperative in the manner provided in this section . The board of directors of each cooperative shall, by resolution adopted by a majority vote of all members of each board, approve a plan of merger which shall set forth all of the …

Any two or more cooperatives may be consolidated into a new cooperative as provided in this section . The board of directors of each cooperative shall, by resolution adopted by a majority vote of all members of each board, approve a plan of consolidation setting forth: 1. The nam…

1. The board of directors of a cooperative, upon approving a plan of merger or consolidation, 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 meeting. Written notice shall be given not l…