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

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Repealed by 98 Acts, ch 1152, §68, 69 .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Repealed by 98 Acts, ch 1152, §68, 69 .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…

1. If a member of a cooperative which is a party to a merger or consolidation files with the cooperative, 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 or consolidation, and votes in opposition to the pla…

1. Within twenty days after the merger or consolidation is effected, the surviving or new cooperative shall make a written offer to each dissenting member to pay a specified sum deemed by the surviving or new cooperative to be the fair value of that dissenting member’s interest i…

1. Upon approval, articles of merger or articles of consolidation shall be executed by each cooperative as provided in section 501.105 . The articles must include the following: a. The plan of merger or the plan of consolidation. b. As to each cooperative, the number of members. …

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 …

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. 98 Acts, ch 1152, §43, 69

1. A cooperative shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in plac…

1. An interest holder of a cooperative is entitled to inspect and copy, during regular business hours at the cooperative’s principal office, any of the records of the cooperative described in section 501.701, subsection 5 , if the interest holder gives the cooperative written not…

1. An interest holder’s agent or attorney has the same inspection and copying rights as the interest holder the agent or attorney represents. 2. The right to copy records under section 501.702 includes, if reasonable, the right to receive copies made by photographic, xerographic,…

1. If a cooperative does not allow an interest holder who complies with section 501.702, subsection 1 , to inspect and copy any records required by that subsection to be available for inspection, the district court of the county where the cooperative’s principal office or, if non…

A cooperative shall prepare annual financial statements, which may be consolidated or combined statements of the cooperative and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year and an income statement for that year. U…

1. If a cooperative indemnifies or advances expenses to a director under sections 501.412 through 501.415 in connection with a proceeding by or in the right of the cooperative, the cooperative shall report the indemnification or advance in writing to the members with or before th…

1. Each cooperative authorized to transact business in this state shall deliver to the secretary of state for filing a biennial report that sets forth all of the following: a. The name of the cooperative. b. The address of its registered office and the name of its registered agen…

A majority of the organizers or initial directors of a cooperative that has not issued interests or has not commenced business may dissolve the cooperative by delivering to the secretary of state for filing articles of dissolution that set forth all of the following: 1. The name …

1. A cooperative’s board of directors may propose dissolution for submission to the members. 2. For a proposal to dissolve to be adopted both of the following must apply: a. The board of directors must recommend dissolution to the members unless the board of directors determines …

1. At any time after dissolution is authorized, the cooperative may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth all of the following: a. The name of the cooperative. b. The date dissolution was authorized. c. If dissolution wa…

1. A cooperative may revoke its dissolution within one hundred twenty days of the effective date of the dissolution. 2. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of th…

1. A dissolved cooperative continues its existence but shall not carry on any business except that appropriate to wind up and liquidate its business and affairs, including any of the following: a. Collecting its assets. b. Disposing of its properties that will not be distributed …

Upon the cooperative’s dissolution, the cooperative’s assets shall first be used to pay expenses necessary to carry out the dissolution and liquidation of assets, then be used to pay the cooperative’s obligations other than the payment of deferred patronage or interests issued as…

1. A dissolved cooperative may dispose of the known claims against it by following the procedure described in this section . 2. The dissolved cooperative shall notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution. The wr…

1. A dissolved cooperative may also publish notice of its dissolution and request that persons with claims against the cooperative present them in accordance with the notice. 2. The notice must meet all of the following requirements: a. Be published one time in a newspaper of gen…

The secretary of state may commence a proceeding under section 501.812 to administratively dissolve a cooperative if any of the following apply: 1. The cooperative has not delivered a biennial report to the secretary of state in a form that meets the requirements of section 501.7…

1. If the secretary of state determines that one or more grounds exist under section 501.811 for dissolving a cooperative, the secretary of state shall serve the cooperative with written notice of the secretary of state’s determination under section 501.106 . 2. If the cooperativ…

1. A cooperative administratively dissolved under section 501.812 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 cooperative at its d…

1. If the secretary of state denies a cooperative’s application for reinstatement following administrative dissolution, the secretary of state shall serve the cooperative under section 501.106 with a written notice that explains the reason or reasons for denial. 2. The cooperativ…

The district court may dissolve a cooperative in any of the following ways: 1. A proceeding by the attorney general, if it is established that either of the following apply: a. The cooperative obtained its articles of association through fraud. b. The cooperative has continued to…

1. Venue for a proceeding by the attorney general to dissolve a cooperative lies in Polk county district court. Venue for a proceeding brought by any other party named in section 501.821 lies in the county where a cooperative’s principal office or, if not in this state, its regis…

1. A court in a judicial proceeding brought to dissolve a cooperative may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the cooperative. The court shall hold a hearing, after notifying all parties to the p…

1. If after a hearing the court determines that one or more grounds for judicial dissolution described in section 501.821 exist, it may enter a decree dissolving the cooperative and specifying the effective date of the dissolution, and the clerk of the district court shall delive…

Assets of a dissolved cooperative that should be transferred to a creditor, claimant, or interest holder of the cooperative who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the treasurer of state or other appropriate state of…

1. Board to authorize. Subject to any restrictions in this chapter regarding patron and nonpatron membership interests or in the articles or bylaws, and only when authorized by the board, a cooperative may accept contributions, which may be patron or nonpatron membership contribu…

1. Definition. As used in this section , an “old contribution” is a contribution reflected in the required records of a cooperative before the time the cooperative accepts a new contribution. 2. Restatement required. Whenever a cooperative accepts a new contribution, the board sh…

1. Signed writing. A contribution agreement, whether made before or after the formation of the cooperative, is not enforceable against the would-be contributor unless it is in writing and signed by the would-be contributor. 2. Irrevocable period. Unless otherwise provided in the …

1. Agreements permitted. Subject to any restrictions in a cooperative’s articles or bylaws, the cooperative may enter into contribution rights agreements under the terms, provisions, and conditions established by board resolution. 2. Writing required and terms to be stated. Any c…

1. Allocation of profits and losses. If nonpatron membership interests are authorized by the patrons, the bylaws shall prescribe the allocation of profits and losses between patron membership interests collectively and any other membership interests. If the bylaws do not otherwis…

1. Distribution of net income. A cooperative may set aside a portion of net income allocated to the patron membership interests as the board determines advisable to create or maintain a capital reserve. 2. Reserves. In addition to a capital reserve, the board may, for patron memb…

1. Authorization. A written agreement among persons who are then members, including a sole member, or who have signed subscription or contribution agreements, relating to the control of any phase of the business and affairs of the cooperative, its liquidation, dissolution and ter…

1. Once a person’s membership interest or other member’s equity in a cooperative is deemed abandoned under section 556.5 , the cooperative may retain any disbursement held by the cooperative for or owing to the person. The cooperative may also deliver the disbursement to the trea…

This chapter shall be known and may be cited as the “Iowa Cooperative Associations Act” . 2005 Acts, ch 135, §1