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

A cooperative shall be governed by its board of directors, which shall take all action for and on behalf of the cooperative, except those actions reserved or granted to members. Board action shall be by the affirmative vote of a majority of the directors voting at a duly called m…

The board shall not have less than five directors, except that a cooperative with fifty or fewer members may have three or more directors as prescribed in the cooperative’s articles or bylaws. 2005 Acts, ch 135, §36

1. First board. The organizers shall elect and obtain the acknowledgment of the first board to serve until directors are elected by members. Until election by members, the first board shall appoint directors to fill any vacancies. 2. Generally. a. Directors shall be elected for t…

1. Patron directors. If a patron member director’s position becomes vacant or a new director position is created for a director that was or is to be elected by patron members, the board, in consultation with the directors elected by patron members, shall appoint a patron member o…

1. Modification. The provisions of this section apply unless modified by the articles or the bylaws. 2. Removal of directors. A director may be removed at any time, with or without cause, if all of the following apply: a. The director was named by the board to fill a vacancy. b. …

1. Time and place. Meetings of the board may be held from time to time as provided in the articles or bylaws at any place within or without the state that the board may select or by any means described in subsection 2 . If the board fails to select a place for a meeting, the meet…

A majority, or a larger or smaller portion or number provided in the articles or bylaws, of the directors currently holding office is a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time …

1. Except as provided in subsection 2 , the board shall only take action at a duly held meeting by the affirmative vote of any of the following: a. A majority of directors present at the meeting. b. A majority of the directors’ voting power present at the meeting. 2. The articles…

1. Method. An action required or permitted to be taken at a board meeting may be taken by written action signed by all of the directors. If the articles or bylaws so provide, any action, other than an action requiring member approval, may be taken by written action signed by the …

The board shall establish an audit committee to review the financial information and accounting report of the cooperative. The cooperative shall have the financial information audited for presentation to the members unless the cooperative’s bylaws allow financial statements that …

1. Generally. A resolution approved by the affirmative vote of a majority of the board may establish committees having the authority of the board in the management of the business of the cooperative only to the extent provided in the resolution. Committees may include a special l…

1. Standard and liability. 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 cooperative, and with the care an ordinarily prudent person in a like position would exercis…

1. Conflict and procedure when conflict arises. a. A contract or other transaction between a cooperative and one or more of its directors, or between a cooperative and a business entity in or of which one or more of its directors are governors, directors, managers, officers, or l…

Except as otherwise provided in this chapter , a director, officer, employee, or member of the cooperative is not liable for the cooperative’s debts or obligations, and a director, officer, member, or other volunteer is not personally liable in that capacity for a claim based upo…

1. Definitions. As used in this section , all of the following apply: a. “Official capacity” means any of the following: (1) With respect to a director, the position of director in a cooperative. (2) With respect to a person other than a director, the elective or appointive offic…

1. Required officers. a. The board shall elect all of the following: (1) A chairperson. (2) One or more vice chairpersons. b. The board shall elect or appoint all of the following: (1) A records officer. (2) A financial officer. c. The officers, other than the chief executive off…

1. Requirement. A cooperative shall have one or more patron members. 2. Grouping of members. a. A cooperative may group members and patron members in districts, units, or on another basis if and as authorized in its articles or bylaws. The articles or bylaws may include authoriza…

A member is not, merely on the account of that status, personally liable for the acts, debts, liabilities, or obligations of a cooperative. A member is liable for any unpaid subscription for the membership interest, unpaid membership fees, or a debt for which the member has separ…

1. Annual meeting. Regular members’ meetings shall be held annually at a time determined by the board, unless otherwise provided for in the bylaws. 2. Location. The regular members’ meeting shall be held at the principal place of business of the cooperative or at another convenie…

1. Calling meeting. Special members’ meetings of the members may be called by any of the following: a. A majority vote of the board. b. The written petition of at least twenty percent of the patron members and, if authorized by the articles or bylaws, twenty percent of the nonpat…

1. Certificate of mailing. After mailing special or regular members’ meeting notices or otherwise delivering the notices, the cooperative shall execute a certificate containing the date of mailing or delivery of the notice and a statement that the special or regular members’ meet…

1. Quorum. The quorum for a members’ meeting to transact business shall be by any of the following: a. Ten percent of the total number of members of a cooperative with five hundred or fewer members. b. Fifty members for cooperatives with more than five hundred members. 2. Quorum …

1. Construction and application. This section shall be construed and applied to all of the following: a. To facilitate remote communication consistent with other applicable law. b. To be consistent with reasonable practices concerning remote communication and with the continued e…

1. Action by affirmative vote of members. a. The members shall take action by the affirmative vote of the members of the greater of any of the following: (1) A majority of the voting power of the membership interests present and entitled to vote on that item of business. (2) A ma…

1. Method. An action required or permitted to be taken at a meeting of the members may be taken by written action signed, or consented to by authenticated electronic communication, by all of the members. If the articles, bylaws, or a member control agreement so provide, any actio…

1. Patron and nonpatron member voting. A patron member of a cooperative is only entitled to one vote on an issue to be voted upon by members holding patron membership interests. However, if authorized in the cooperative’s articles or bylaws, a patron member may be entitled to add…

1. Patron members to have an additional vote. A cooperative may authorize by the articles or the bylaws for patron members to have an additional vote for all of the following: a. A stipulated amount of business transacted between the patron member and cooperative. b. A stipulated…

1. Determination. The board may fix a date not more than sixty days, or a shorter time period provided in the articles or bylaws, before the date of a meeting of members as the date for the determination of the owners of membership interests entitled to notice of and entitled to …

1. Membership interests held by another organization. Membership interests of a cooperative reflected in the required records as being owned by another domestic business entity or foreign business entity may be voted by the chairperson, chief executive officer, or another legal r…

1. Authorization. a. A patron member may only grant a proxy to vote to another patron member. b. A member may cast or authorize the casting of a vote by any of the following: (1) Filing a written appointment of a proxy with the board at or before the meeting at which the appointm…

1. Member approval not required. A cooperative may, by affirmative vote of a majority of the board present, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board …

A cooperative that holds ownership interests of another business entity may, by direction of the cooperative’s board, elect or appoint a person to represent the cooperative at a meeting of the business entity. The representative has authority to represent the cooperative and may …

1. Patron membership interests. Patron membership interests shall be the only membership interests of a cooperative unless nonpatron memberships are authorized under subsection 2 . If nonpatron interests are authorized, the patron membership interests collectively shall have not …

1. Assignment of financial rights permitted. Except as provided in subsection 3 , a member’s financial rights are transferable in whole or in part. 2. Effect of assignment of financial rights. An assignment of a member’s financial rights entitles the assignee to receive, to the e…

1. Generally. A membership interest is personal property. A member has no interest in specific cooperative property. All property of the cooperative is property of the cooperative. 2. Statement of membership interest. At the request of any member, the cooperative shall state in w…

1. Certificated — uncertificated. The membership interests of a cooperative shall be either certificated or uncertificated. Each holder of certificated membership interests issued is entitled to a certificate of membership interest. 2. Signature required. Certificates shall be si…

1. Issuance. A new membership interest certificate may be issued under section 554.8405 in place of one that is alleged to have been lost, stolen, or destroyed. 2. Not overissue. The issuance of a new certificate under this section does not constitute an overissue of the membersh…

1. How imposed. A restriction on the transfer or registration of transfer of membership interests of a cooperative may be imposed in the articles, in the bylaws, by a resolution adopted by the members, or by an agreement among or other written action by a number of members or hol…

This Act shall be known and may be cited as the “Revised Uniform Unincorporated Nonprofit Association Act” . 2010 Acts, ch 1112, §1, 33

A judgment or order against an unincorporated nonprofit association is not by itself a judgment or order against a member or manager. 2010 Acts, ch 1112, §10, 33

1. An unincorporated nonprofit association may file in the office of the secretary of state a statement appointing an agent authorized to receive service of process. 2. A statement appointing an agent must set forth all of the following: a. The name of the unincorporated nonprofi…

In an action or proceeding against an unincorporated nonprofit association, process may be served on an agent authorized by appointment to receive service of process pursuant to section 501B.11 , on a manager of the association, or in any other manner authorized by the law of thi…

An action or proceeding against an unincorporated nonprofit association does not abate merely because of a change in its members or managers. 2010 Acts, ch 1112, §13, 33

Unless otherwise provided by law other than this chapter , venue of an action against an unincorporated nonprofit association brought in this state is determined under the statutes applicable to an action brought in this state against a corporation under chapter 504 . 2010 Acts, …

A member is not an agent of an unincorporated nonprofit association solely by reason of being a member. 2010 Acts, ch 1112, §15, 33

1. Except as otherwise provided in the governing principles, an unincorporated nonprofit association must have the approval of its members to do any of the following: a. Admit, suspend, dismiss, or expel a member. b. Select or dismiss a manager. c. Adopt, amend, or repeal the gov…