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

1. The fractional or percentage interest in the general common elements and the fractional or percentage interest in the limited common elements where such exist are hereby declared to be appurtenant to each of the separate apartments. 2. Any conveyance, encumbrance, lien, aliena…

Removal from provisions of this chapter . 1. All of the apartment owners may remove a property from the provisions of this chapter by an instrument to that effect, duly recorded, provided that the holders of all liens affecting any of the apartments consent thereto or agree, in e…

The removal provided for in section 499B.8 shall in no way bar the subsequent resubmission of the property to the provisions of this chapter . [C66, 71, 73, 75, 77, 79, 81, §499B.9 ]

As used in this chapter , unless the context otherwise requires: 1. “Bylaws” means the instruments, however denominated, that contain the procedures for conducting the affairs of a unit owners association or an executive board regardless of the form in which the association is or…

1. A unit owners association, a unit owners association’s designee, or a unit owners association’s management company shall make all of the following records and documents available to a unit owner or the unit owner’s authorized agent within ten business days of a request by the …

Persons engaged in the conduct of any agricultural, horticultural, dairy, livestock, mercantile, mining, or manufacturing business in the manner provided in section 500.3 may act together in associations, corporate or otherwise, for the purpose of collectively producing, processi…

Contracts and agreements entered into between associations and the members thereof may, where damages that may be sustained for the breach thereof are difficult of ascertainment, provide for such penalties as may be agreed upon, which penalties, if the parties thereto so agree, s…

The provisions of this chapter shall apply: 1. To corporations organized under the provisions of chapter 497 . 2. a. To other incorporated associations or companies organized without capital stock, not for pecuniary profit and for the mutual benefit of their members. b. For purpo…

As used in this chapter , unless the context requires otherwise: 1. “Alternative voting method” means a method of voting other than a written ballot, including voting by electronic, telephonic, internet, or other means that reasonably allows members the opportunity to vote. 2. “A…

1. A cooperative organized under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles. 2. Unless its articles provide otherwise, a cooperative has perpetual duration and succession in its cooperative name and h…

1. Notwithstanding section 9H.4 , any person or entity, subject to the limitations set forth in section 501.305 , and subject to the cooperative’s articles and bylaws, is permitted to own interests, including voting interests, in a cooperative. 2. Notwithstanding section 9H.4 , a…

The name of a cooperative organized under this chapter must comply with all of the following: 1. The name must contain the word “cooperative” , “coop” , or “co-op” . 2. The name must be distinguishable from all of the following: a. The name of a cooperative organized under this c…

1. The secretary of state may prescribe and furnish on request forms for the proper administration of this chapter . If the secretary of state has prescribed a mandatory form for a document, then that form must be on the prescribed form. 2. Articles must be signed by all of the o…

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, §260

1. A cooperative must continuously maintain in this state a registered office that may be the same as any of its places of business, and a registered agent, who may be any of the following: a. An individual who resides in this state and whose business office is identical with the…

Repealed by 98 Acts, ch 1152, §68, 69 . See §501.701 et seq.

The attorney general alone shall have the right to inquire into whether a cooperative has the right to exist or continue under this chapter . If the secretary of state is informed that a cooperative is not functioning as a cooperative, the secretary of state shall notify the atto…

Three or more individuals may organize a cooperative under this chapter by executing and delivering articles to the secretary of state. 96 Acts, ch 1010, §11

1. The initial articles must set forth all of the following: a. The name, address, and occupation of each organizer. b. The names and addresses of the initial directors. c. The street address of the cooperative’s initial registered office and the name of its initial registered ag…

1. A cooperative may amend its articles at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. 2. A cooperative may restate its articles at any time. A restatement of the articles must contain …

The board may adopt or amend the cooperative’s bylaws by a vote of three-fourths of the board. The members may adopt or amend the cooperative’s bylaws by a vote of three-fourths of the votes cast in which vote a majority of all votes are cast. A bylaw provision adopted by the mem…

A member is not personally liable for the acts or debts of the cooperative. 96 Acts, ch 1010, §15

1. A cooperative shall hold an annual member meeting at a time and place fixed in accordance with the bylaws. 2. The board may call special member meetings, and the board shall call a special member meeting upon the written demand of twenty percent of the members. 3. A cooperativ…

1. Only those issues included in the notice of a member meeting may be considered at that meeting. 2. A member may vote at a member meeting in person or by mail ballot that specifies the issue and the member’s vote on that issue. If the board makes available a ballot form, then t…

1. Members of any class or series may participate in any meeting of members by means of remote communication to the extent the board authorizes such participation for such class or series. Participation as a member by means of remote communication shall be subject to such guideli…

1. Within ten days from receiving a demand of a member, the cooperative shall produce and furnish the member with the names and addresses of all members of the cooperative. 2. The board shall adopt a policy which permits the distribution of information to all of the members upon …

A person who is a member owning fifteen percent or more of a cooperative shall not be eligible to be a member of any other cooperative organized under this chapter . A person violating this section is subject to a civil penalty of not more than one hundred dollars. The person’s m…

A person who is a member shall not own more than one membership. The person shall be entitled to cast not more than one vote regarding any matter in which a vote is conducted, including any matter subject to a vote during a cooperative meeting. 96 Acts, ch 1010, §20 ; 98 Acts, ch…

The cooperative shall make available financial information to its membership by doing either of the following: 1. Preparing and providing to its members a financial statement for the cooperative’s last fiscal year. a. The financial statement must be based upon an unqualified opin…

1. The affairs of a cooperative shall be managed by a board of not less than three directors. 2. The members shall elect the directors as prescribed in the articles or bylaws. 3. Each director shall serve the term prescribed in the articles or bylaws. The terms may be staggered. …

1. A director may resign at any time by delivering written notice to the board chairperson or the board secretary. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. 2. The members may remove one or more directors with or w…

1. The board may hold regular or special meetings in or out of this state. A quorum of the board consists of a majority of the directors. 2. Unless the articles or bylaws provide otherwise: a. Regular board meetings may be held without notice of the date, time, place, or purpose …

1. A conflict of interest transaction is a transaction with the cooperative in which a director has a direct or indirect interest. A director shall be deemed to have a conflict of interest in a matter concerning a transaction between the cooperative and another entity, if the dir…

A cooperative shall have officers described in its bylaws or appointed by the board in accordance with the bylaws. The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors’ and members’ meetings and for authenticating rec…

1. A director or officer shall discharge the director’s or officer’s duties in conformity with all of the following: a. In good faith. b. With the care an ordinarily prudent person in a like position would exercise under similar circumstances. c. In a manner the director or offic…

1. The articles may contain a provision eliminating or limiting the personal liability of a director, officer, or interest holder of the cooperative for money damages for any action taken, or any failure to take action as a director, officer, or interest holder, except liability …

Repealed by 98 Acts, ch 1152, §68, 69 . See §501.411 et seq.

As used in this part, unless the context otherwise requires: 1. “Cooperative” includes any domestic or foreign predecessor entity of a cooperative in a merger. 2. “Director” or “officer” means an individual who is or was a director or officer, respectively, of a cooperative who, …

1. Except as otherwise provided in this section , a cooperative may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if either of the following apply: a. All of the following apply: (1) The in…

A cooperative shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the cooperative. 98 Acts, ch 1152, §22, 69 ; 2003 Acts, ch 66, §18 Refer…

1. A cooperative may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because the person is a director if the person delivers all of the following to the cooperative: a. …

1. A director who is a party to a proceeding because the person is a director may apply to the court conducting the proceeding or to another court of competent jurisdiction for indemnification or an advance for expenses. After receipt of an application, and after giving any notic…

1. A cooperative shall not indemnify a director under section 501.412 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the relevant standard of conduct set forth in sec…

1. A cooperative may indemnify and advance expenses under this part to an officer of the cooperative who is a party to the proceeding because the person is an officer, according to both of the following: a. To the same extent as to a director. b. If the person is an officer but n…

A cooperative may purchase and maintain insurance on behalf of an individual who is a director or officer of the cooperative, or who, while a director or officer of the cooperative, serves at the cooperative’s request as a director, officer, partner, trustee, employee, or agent o…

1. A cooperative may, by a provision in its articles of organization or bylaws or in a resolution adopted or a contract approved by its board of directors or members, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accor…