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

If provided for in the articles of incorporation, any action of directors shall, on demand of one-third of the directors made and recorded at the same meeting, be referred to a regular or special meeting of members called for such purpose. Such action shall stand until and unless…

1. A person including a corporation hereafter organized, which is not an association as defined in this chapter or a cooperative as defined in chapter 501 or 501A , shall not use the word “cooperative” or any abbreviation thereof in its name or advertising or in any connection wi…

Articles of incorporation must be signed and acknowledged by each incorporator. They may deal with any fiscal or internal affair of the association or any subject hereof in any manner not inconsistent with this chapter . All articles must state in the English language: 1. The nam…

1. Notwithstanding the provisions of the articles of incorporation of any association pertaining to amendment thereto now in effect, any association may amend its articles of incorporation by a vote of sixty-six and two-thirds percent of the members present, or voting by mailed b…

An amendment to the articles of incorporation of an association that adds, changes, or deletes a greater voting or quorum requirement by the members than required by this chapter must be adopted by the voting or quorum requirements then in effect or proposed to be adopted, whiche…

1. An association may extend its duration perpetually, or for any definite time, by resolution adopted by a majority of all its members, or any different vote for which the articles may provide, at a meeting called for that purpose and held before its original expiration. 2. Unle…

1. As used in this section , “cooperative association” means any of the following: a. An association organized under chapter 497 , regardless of whether it is referred to as an “association”, “company”, “corporation”, “exchange”, “society”, or “union” as provided in that chapter.…

A cooperative association organized under chapter 490 or 491 may elect to be governed by and to comply with the provisions of this chapter . The election shall be governed by the following procedures: 1. The board of directors and shareholders must adopt a resolution reciting tha…

1. The secretary of state shall record all documents submitted to and required to be filed with the secretary under this chapter . 2. a. A document required to be filed with the secretary of state pursuant to this chapter must be executed. The person executing the document must b…

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, §259

1. A fee of twenty dollars shall be paid to the secretary of state upon filing articles of incorporation, amendments, or renewals. 2. Except as provided in this section , the association shall pay the fees prescribed by section 490.122 when the documents described in that section…

The directors, by a vote of seventy-five percent of the directors, may adopt, alter, amend, or repeal bylaws for the association, which shall remain in force until altered, amended, or repealed by a vote of seventy-five percent of the members present or represented having voting …

1. An association whose duration has expired, or which is sooner dissolved by voluntary act of its members, shall continue to exist for the purpose of winding up its affairs until its complete liquidation under subsection 3 hereof. 2. An association may be dissolved by two-thirds…

The sale, lease, exchange, or other disposition of the property and assets of a cooperative association, when made in the usual and regular course of the business of the cooperative association, and the mortgage or pledge of any or all of the property and assets of the cooperativ…

A sale, lease, exchange, or other disposition of all, or substantially all, the property and assets, with or without the goodwill, of a cooperative association organized under this chapter , if not made in the usual and regular course of its business, may be made upon the terms a…

1. In addition to the requirements of section 499.47B , in any case where a cooperative association issues its common stock or membership, or subscriptions for common stock or membership, or both, as a part or all of the consideration for the sale, lease, exchange, or other dispo…

1. A director, in determining what is in the best interest of the association when considering a tender offer or proposal of acquisition, proposal of merger, proposal of consolidation, or similar proposal, may, in addition to consideration of the effects of any action on the asso…

1. On dissolution or liquidation, the assets of the association shall be used to pay liquidation expenses first, next the association’s obligations other than patronage dividends or patronage dividend certificates which it has issued, and the remainder shall be distributed in the…

Section 504.1613 applies to a cooperative organized under this chapter in the same manner as that section applies to a corporation organized under chapter 504 . In addition to the information required to be set forth in the biennial report under section 504.1613 , the cooperative…

1. Five or more individuals, or two or more associations, may organize an association. 2. All individual incorporators of agricultural associations must be engaged in producing agricultural products, which phrase includes landlords and tenants as specified in section 499.13 . 3. …

The right of an association to exist or continue under this chapter may be inquired into by the attorney general, but not otherwise. If from its biennial report or otherwise, the secretary of state is informed that it is not functioning as a cooperative, the secretary shall so no…

1. Any foreign corporation organized under generally similar laws of any other state shall be admitted to do business in Iowa upon compliance with the general laws relating to foreign corporations and payment of the same fees as would be required under section 490.122 if the fore…

All exemptions or privileges applying to agricultural products in the possession or control of the individual producer shall apply to such products in the possession or control of any association which have been delivered to it by its members. [C35, §8512-g55; C39, § 8512.55; C46…

Any law conflicting with any part of this chapter shall be construed as not applicable to associations formed hereunder. [C35, §8512-g56; C39, § 8512.56; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.56 ]

The state reserves the right to modify, amend or repeal this chapter , or any part hereof, and to cancel, modify, repeal or extend any grant, power, permit or franchise obtained or secured under this chapter , at any future time. [C35, §8512-g57; C39, § 8512.57; C46, 50, 54, 58, …

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 upo…

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…

Notwithstanding section 499.13 , a water utility organized under this chapter , a municipal water utility, or a water district organized under chapter 357 , 357A , or 504 may be a member of a federated association. 88 Acts, ch 1172, §4 ; 94 Acts, ch 1137, §2 ; 2004 Acts, ch 1049,…

A cooperative association may be organized under this chapter for any lawful purpose or purposes. [C35, §8512-g6; C39, § 8512.06; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.6 ] 88 Acts, ch 1026, §2 ; 88 Acts, ch 1172, §5

The provisions of chapters 497 and 498 are hereby declared inoperative as to corporations chartered from and after July 4, 1935, but said chapters shall continue in force and effect as to corporations organized or operating thereunder prior to July 4, 1935, so long as any such co…

When used in this subchapter , unless the context otherwise requires: 1. “Consolidation” means the uniting of two or more cooperative associations into one cooperative association, in such manner that a new cooperative association is formed, and the new cooperative association ab…

1. Any two or more cooperative associations may merge into one cooperative association in the manner provided in this section . 2. The board of directors of each cooperative association shall, by resolution adopted by a majority vote of all members of each board, approve a plan o…

1. Any two or more cooperative associations may be consolidated into a new cooperative association in the manner provided in this section . 2. The board of directors of each cooperative association shall, by resolution adopted by a majority vote of all members of each board, appr…

1. The board of directors of a cooperative association, upon recommending a plan of merger or consolidation be approved by the members, 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 me…

1. If a voting member or voting shareholder of a cooperative association which is a party to a merger or consolidation files with the cooperative association, 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…

1. As used in this section : a. “Dissenting member” means a voting member who votes in opposition to the plan of merger or consolidation and who makes a demand for payment of the fair value under section 499.65 . b. “Old association” means the association in which the member owns…

1. Upon approval, articles of merger or articles of consolidation shall be executed by each cooperative association as provided in section 499.44 . The articles must include the following: a. The plan of merger or the plan of consolidation. b. As to each cooperative association, …

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 …

1. One or more foreign cooperative associations and one or more domestic cooperative associations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each foreign cooperative association is organ…

1. One or more cooperative associations and one or more qualified corporations may participate in a qualified merger as provided in this section . 2. Each participating cooperative association and qualified corporation must approve a written plan of qualified merger. a. The plan …

Except as expressly limited in its articles, each association has the following powers: 1. To conduct business, carry on operations, establish and operate offices, and exercise all powers granted by this chapter in or outside this state. 2. To borrow any amounts of money, and giv…

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. [C71, 73, 75, 77, 79, 81, §499.70 ]

The provisions of this subchapter shall also apply to cooperative associations organized under chapters 497 and 498 . [C71, 73, 75, 77, 79, 81, §499.71 ] 2014 Acts, ch 1026, §143

Each association must continuously maintain in this state both of the following: 1. A registered office that may be the same as any of its places of business. 2. A registered agent, who may be any of the following: a. An individual who resides in this state and whose business off…

1. An association may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth all of the following: a. The name of the association. b. The street address of its current registered office. c. If the …

An association may change its principal office by delivering to the secretary of state for filing a statement of change that sets forth all of the following: 1. The name of the association. 2. The street address of its current principal office. 3. The street address of its new pr…