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

1. A member may resign as a member in accordance with the governing principles. In the absence of applicable governing principles, a member may resign at any time. 2. Unless the governing principles provide otherwise, resignation of a member does not relieve the member from any u…

Except as otherwise provided in the governing principles, a member’s interest or any right under the governing principles is not transferable. 2010 Acts, ch 1112, §21, 33

Except as otherwise provided in this chapter or the governing principles, all of the following apply: 1. Only the members may select a manager or managers. 2. A manager may be a member or a nonmember. 3. If a manager is not selected, all members are managers. 4. Each manager has …

1. A manager owes to the unincorporated nonprofit association and to its members the fiduciary duties of loyalty and care. 2. A manager shall manage the unincorporated nonprofit association in good faith, in a manner the manager reasonably believes to be in the best interests of …

Notice and quorum requirements for meetings of managers and the conduct of meetings of managers are determined by the governing principles. 2010 Acts, ch 1112, §24, 33

1. On reasonable notice, a member or manager of an unincorporated nonprofit association may inspect and copy during the unincorporated nonprofit association’s regular operating hours, at a reasonable location specified by the association, any record maintained by the association …

1. Except as otherwise provided in subsection 2 , an unincorporated nonprofit association may not pay dividends or make distributions to a member or manager. 2. An unincorporated nonprofit association may do any of the following: a. Pay reasonable compensation or reimburse reason…

1. Except as otherwise provided in the governing principles, an unincorporated nonprofit association shall reimburse a member, manager, employee, or volunteer for authorized expenses reasonably incurred in the course of the member’s, manager’s, employee’s, or volunteer’s activiti…

1. An unincorporated nonprofit association may be dissolved pursuant to any of the following: a. If the governing principles provide a time or method for dissolution, at that time or by that method. b. If the governing principles do not provide a time or method for dissolution, u…

Winding up and termination of an unincorporated nonprofit association shall proceed in accordance with all of the following rules: 1. All known debts and liabilities must be paid or adequately provided for. 2. Any property subject to a condition requiring return to the person des…

1. Principles of law and equity supplement this chapter unless displaced by a particular provision of this chapter . 2. A statute governing a specific type of unincorporated nonprofit association prevails over an inconsistent provision in this chapter , to the extent of the incon…

1. For purposes of this section all of the following definitions apply: a. “Constituent organization” means an organization that is merged with one or more other organizations including the surviving organization. b. “Nonsurviving organization” means a constituent organization th…

In applying and construing this chapter , consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the revised uniform unincorporated nonprofit association Act as recommended by the national conference of…

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act , 15 U.S.C. §7001, et seq. , but does not modify, limit, or supersede section 101(c) of that Act , 15 U.S.C. §7001(c) , or authorize electronic delivery of any of t…

1. Except as otherwise provided in subsection 2 , this chapter governs the operation in this state of all unincorporated nonprofit associations formed or operating in this state. 2. Unless the governing principles specify a different jurisdiction, the law of the jurisdiction in w…

1. An unincorporated nonprofit association is a legal entity distinct from its members and managers. 2. An unincorporated nonprofit association has perpetual duration unless the governing principles specify otherwise. 3. An unincorporated nonprofit association has the same powers…

1. An unincorporated nonprofit association may acquire, hold, encumber, or transfer in its name an interest in real or personal property. 2. An unincorporated nonprofit association may be a beneficiary of a trust or contract, a legatee, or a devisee. 2010 Acts, ch 1112, §6, 33

1. For purposes of this section , “statement of authority” means a statement authorizing a person to transfer an interest in real property held in the name of an unincorporated nonprofit association. 2. An interest in real property held in the name of an unincorporated nonprofit …

1. For a debt, obligation, or other liability of an unincorporated nonprofit association, whether arising in contract, tort, or otherwise, all of the following apply: a. It is solely the debt, obligation, or other liability of the association. b. It does not become a debt, obliga…

1. An unincorporated nonprofit association may sue or be sued in its own name. 2. A member or manager may assert a claim the member or manager has against the unincorporated nonprofit association. An association may assert a claim it has against a member or manager. 2010 Acts, ch…

This chapter may be cited as the “Iowa Uniform Securities Act” . [C31, 35, §8581-c1; C39, § 8581.01; C46, 50, 54, 58, 62, 66, 71, 73, 75, §502.1; C77, 79, 81, §502.101 ]

In this chapter , unless the context otherwise requires: 1. “Administrator” means the commissioner of insurance or the deputy appointed pursuant to section 502.601 . 2. “Agent” means an individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempt…

“ Securities Act of 1933 ” , 15 U.S.C. §77a et seq. ; “ Securities Exchange Act of 1934 ” , 15 U.S.C. §78a et seq. ; “ Public Utility Holding Company Act of 1935 ” , 15 U.S.C. §79 et seq. ; “ Investment Company Act of 1940 ” , 15 U.S.C. §80a-1 et seq. ; “ Investment Advisers Act …

A reference in this chapter to an agency or department of the United States is also a reference to a successor agency or department. 2004 Acts, ch 1161, §3, 68

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, but does not modify, limit, or supersede §101(c) of that Act, 15 U.S.C. §7001(c), or authorize electronic delivery of any of the notices described in section 103(b…

All of the following securities are exempt from the requirements of sections 502.301 through 502.306 and 502.504 : 1. United States government and municipal securities. A security, including a revenue obligation or a separate security as defined in rule 131, 17 C.F.R. §230.131 , …

The following transactions are exempt from the requirements of sections 502.301 through 502.306 and 502.504 : 1. Isolated nonissuer transactions. An isolated nonissuer transaction, whether effected by or through a broker-dealer or not. 2. Nonissuer transactions in specified outst…

A rule adopted or order issued under this chapter may exempt a security, transaction, or offer; a rule under this chapter may exempt a class of securities, transactions, or offers from any or all of the requirements of sections 502.301 through 502.306 and 502.504 ; and an order u…

1. Enforcement-related powers. Except with respect to a federal covered security or a transaction involving a federal covered security, an order under this chapter may deny, suspend application of, condition, limit, or revoke an exemption created under section 502.201, subsection…

It is unlawful for a person to offer or sell a security in this state unless one of the following applies: 1. The security is a federal covered security. 2. The security, transaction, or offer is exempted from registration under sections 502.201 through 502.203 . 3. The security …

1. Required filing of records. With respect to a federal covered security, as defined in section 18(b)(2) of the Securities Act of 1933, 15 U.S.C. §77r(b)(2), that is not otherwise exempt under sections 502.201 through 502.203 , a rule adopted or order issued under this chapter m…

1. Registration permitted. a. A security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be registered by coordination under this section . b. A proposed sale pursuant to the exemption contained in “Regul…

1. Registration permitted. A security may be registered by qualification under this section . 2. Required records. A registration statement under this section must contain the information or records specified in section 502.305 , a consent to service of process complying with sec…

1. Registration permitted. A security meeting the conditions set forth in this section may be registered by filing as provided in this section . 2. Conditions of the issuer. In order to register under this section , the issuer must meet all of the following conditions: a. The iss…

1. Who may file. A registration statement may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under this chapter . 2. Filing. Except as provided in section 502.302, subsection 3, and section 502.304A, subsection 3 , parag…

1. Stop orders. The administrator may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the administrator finds that the order is in the public interest and that any of the following apply: a. The registration…

The administrator may waive or modify, in whole or in part, any or all of the requirements of sections 502.302 , 502.303 , and 502.304, subsection 2 , or the requirement of any information or record in a registration statement or in a periodic report filed pursuant to section 502…

For the purposes of this article , unless the context otherwise requires: 1. “Associate” means a person acting jointly or in concert with another for the purpose of acquiring, holding or disposing of, or exercising any voting rights attached to the equity securities of a target c…

1. Takeover filing required. It is unlawful for a person to make a takeover offer or to acquire any equity securities pursuant to the offer unless the offer is valid under this article . A takeover offer is effective when the offeror files with the administrator a registration st…

Copies of all advertisements, circulars, letters, or other materials disseminated by the offeror or the target company, soliciting or requesting the acceptance or rejection of a takeover offer, shall be filed with the administrator and sent to the target company or offeror not la…

An offeror, target company, affiliate or associate of an offeror or target company, or broker-dealer acting on behalf of an offeror or target company shall not engage in a fraudulent, deceptive, or manipulative act or practice in connection with a takeover offer. For purposes of …

1. Same terms required. A takeover offer shall contain substantially the same terms for shareholders residing within and outside this state. 2. Offeree withdrawal of securities. An offeror shall provide that any equity securities of a target company deposited or tendered pursuant…

1. Exemption authority. The administrator may by rule or order exempt from any provision of this article the following: a. A proposed takeover offer or a category or type of takeover offer which the administrator determines does not have the purpose or effect of changing or influ…

The administrator shall charge a nonrefundable filing fee of two hundred fifty dollars for a registration statement filed by an offeror. The fee shall be deposited as provided in section 505.7 . 2004 Acts, ch 1161, §23, 68 ; 2009 Acts, ch 181, §60 Referred to in §502.321B

If the target company is a public utility, public utility holding company, national banking association, bank holding company, or savings and loan association which is subject to regulation by a federal agency and the takeover of such company is subject to approval by the federal…

All of the provisions of this chapter which are not in conflict with this article apply to any takeover offer involving a target company. 2004 Acts, ch 1161, §25, 68 Referred to in §502.701