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

All corporations, or associations heretofore organized and doing business under prior statutes, or which have attempted so to organize and do business cooperatively, shall have the benefit of all the provisions of this chapter and be bound thereby, on filing with the secretary of…

No corporation or association hereafter organized shall be entitled to use the term “cooperative” as part of its corporate or other business name or title, unless it has complied with the provisions of this chapter or of chapter 497 , and any corporation or association violating …

None of the funds of any association shall be used for purposes of any promotion as commissions, salaries, or expenses of any kind, character, or nature whatsoever, except that in the case of associations operating in more than one county, if the par value of securities to be sol…

Associations formed under the provisions of this chapter shall continue for a period of twenty-five years, unless earlier dissolved by order of its members or by other processes as by law provided, and the term of its existence may be renewed by the filing of new articles of asso…

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

A cooperative association operating under this chapter may indemnify any present or former director, officer, employee, member, or volunteer in the manner and in the instances authorized in sections 490.850 through 490.859 , provided that where sections 490.850 through 490.859 pr…

1. The board of directors, upon receiving actual notice of a member’s death, shall provide a statement to the administrator or executor of the member’s estate, or to the attorney representing the member’s estate. The statement shall describe agricultural products owned by the mem…

They shall sign and acknowledge written articles, which shall contain the name of the association and the names and residences of the incorporators. Such articles shall also contain a statement of the purposes of the association, the amount of the membership fee, and shall design…

The original articles of incorporation shall be filed for record with the secretary of state. Upon approval of such articles, the secretary of state shall issue a certificate of incorporation. [C24, 27, 31, 35, 39, § 8489; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.5 ]…

For filing the articles of incorporation of associations organized under this chapter , there shall be paid to the secretary of state five dollars, and for the filing of an amendment to such articles, two dollars. In all cases there shall be paid a recording fee of fifty cents pe…

Within thirty days after the adoption of any amendment to its articles of incorporation, the association shall cause a copy of such amendment to be recorded in the office of the secretary of state. [C24, 27, 31, 35, 39, § 8491; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §49…

Every such association shall be managed by a board of not less than five directors, who shall be elected by and from the members at such time and for such term of office as the articles may prescribe. They shall hold office until their successors are elected and qualify; but a ma…

The officers of every such association shall be a president, one or more vice presidents, a secretary, and treasurer, who shall be elected annually by the directors, from amongst their own number. The offices of secretary and treasurer may be held by the same person. [C24, 27, 31…

This chapter applies only to cooperative associations as defined in section 499.2 . All such associations formed from and after July 4, 1935, must be organized under this chapter . [C35, §8512-g1; C39, § 8512.01; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.1 ]

Any association may make any agreement or arrangement with any other association or cooperative organization for the cooperative or more economical carrying on of any of its business. Any number of such associations or organizations may unite to employ or use, or may separately e…

No association, contract, method or act which complies with this chapter shall be deemed a conspiracy or combination in restraint of trade or an illegal monopoly, or an attempt to lessen business or fix prices arbitrarily, or to accomplish any improper or illegal purpose. [C35, §…

The private property of the members or stockholders shall be exempt from execution for the debts of the corporation. [C35, §8512-g12; C39, § 8512.12; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.12 ]

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…