Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

351.1063. Majority vote required, when. — The board shall take action by the affirmative vote of the majority of directors present at a duly held meeting at which a quorum is present, unless otherwise provided in sections 351.1000 to 351.1228, the articles, or bylaws. ­­-------- …

351.1066. Written action permitted, when, procedure. — 1. 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 number of directors which would be required to take the same action at a meetin…

351.1069. Committees, procedure for meetings, minutes — committee members considered directors. — 1. Unless otherwise set forth in the articles or bylaws: (1) Committees may be established under a resolution approved by the affirmative vote of a majority of the board. All committ…

351.107. Restated articles of incorporation may be amended at time of restatement. — The articles of incorporation may be amended at the time of restatement of the articles of incorporation, in the following manner: (1) The procedure required by this chapter for effecting an amen…

351.1072. Discharge of duties, directors. — 1. 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 that an ordinary, prudent person in a lik…

351.1075. Contracts and transactions, not voidable for material financial interest of director, when. — 1. (1) A contract or other transaction between a cooperative and one or more of its directors, or a cooperative and a business entity where one or more of the cooperative's dir…

351.1078. Personal liability of directors, limitations. — 1. A director's personal liability to the cooperative or members for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles or bylaws except as provided in subsection 2 of …

351.1081. Definitions — indemnification of former officials, when — liability insurance permitted, when. — 1. The definitions in this subsection apply to this section. 2. (1) "Cooperative" includes a domestic or foreign cooperative that was the predecessor of the cooperative refe…

351.1084. Election of officers — chief executive officer permitted. — 1. Unless otherwise set forth in the articles or bylaws: (1) The board may elect a chair and one or more vice chairs of the board to hold and lead meetings of the board; and (2) The board shall elect or appoint…

351.1087. Membership of cooperatives, requirements — membership interests, authorization and issuance. — 1. A cooperative shall have one or more members. 2. (1) A cooperative may, but is not obligated to, group members and patron members in districts, units, or on another basis i…

351.1090. Division of membership interests, classes or series. — 1. Without limiting the authority granted in this section, and unless otherwise stated in the articles or bylaws, a cooperative may divide the membership interests into different classes or series, which may: (1) Be…

351.1093. Certified and uncertified membership interests, requirements. — 1. The membership interests of a cooperative shall be either certificated or uncertificated as set forth in the articles or bylaws or as determined by the board. Each holder of a certificated membership int…

351.1096. Issuance of new certificates of membership for destroyed, lost, or stolen certificates. — 1. A new certificate of membership interest may be issued under section 351.1093 in the place of one that is alleged to have been lost, stolen, or destroyed, upon the filing of an …

351.1099. Annual meeting requirements. — 1. The regular members' meeting shall be held annually at a time determined by the board, unless otherwise provided for in the bylaws. 2. The regular members' meeting shall be held at the principal place of business of the cooperative or a…

351.110. Name of corporation regulated. — The corporate name: (1) Shall contain the word "corporation", "company", "incorporated", or "limited", or shall end with an abbreviation of one of said words; (2) Shall not contain any word or phrase which indicates or implies that it is …

351.1102. Special members' meetings, when, requirements. — 1. Except as otherwise set forth in the bylaws, special members' meetings may be called by: (1) One or more of the members of the board; or (2) The written petition, submitted to the chairman of the board, of at least twe…

351.1105. Quorum, how constituted. — 1. Unless otherwise set forth in the articles or bylaws, the quorum for a members' meeting to transact business shall be ten percent of the total number of members of the cooperative. The total number of members required for a quorum may be mo…

351.1108. Meetings, remote communication permitted, requirements. — 1. To the extent authorized in the articles or the bylaws or as determined by the board, a regular or special members' meeting may be held by any combination of means of remote communication through which the mem…

351.1111. Majority vote of members required, when. — 1. Unless otherwise required by sections 351.1000 to 351.1228, the articles, or bylaws, the members shall take action by the affirmative vote of the members of a majority of the voting power of the membership interests present …

351.1114. Written action permitted, when, requirements. — 1. If the articles or bylaws so provide, any action may be taken by written action signed, or consented to by authenticated electronic communication, by the members who own voting power equal to the voting power required t…

351.1117. Patron members, voting rights and requirements. — 1. A patron member of a cooperative is entitled to one vote on an issue to be voted upon by patron members, except that if authorized in the articles or bylaws, a patron member may be entitled to additional votes based o…

351.1120. Additional vote for patron member, when. — 1. A cooperative, by its articles or bylaws, may authorize patron members to have an additional vote for: (1) A stipulated amount of business transacted between the patron member and cooperative; (2) Where the patron member is …

351.1123. Membership interests owned or controlled by another business, person, or trust. — Unless otherwise set forth in the articles or bylaws: (1) Membership interests of a cooperative owned by another business entity as of the record date may be voted by the chair, chief exec…

351.1126. Cooperative interests in other business entity, representative at business meeting of other entity permitted. — A cooperative that holds ownership interests of another business entity may, by direction of the board, elect or appoint a person to represent the cooperative…

351.1129. Property rights of cooperative. — 1. A cooperative may, by resolution of the board and without first obtaining member approval, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or…

351.1132. Transfer of membership and financial rights, restrictions — death of member, effect of. — 1. A restriction on the transfer of membership interests of a cooperative may be imposed in the articles, bylaws, by a resolution adopted by the members, or by an agreement among o…

351.1135. Contributions accepted, when, requirements. — 1. Subject to any restrictions in sections 351.1000 to 351.1228, the articles, or bylaws regarding patron and nonpatron membership interests, and only when authorized by the board, a cooperative may accept contributions whic…

351.1138. Contribution agreements, requirements. — 1. A contribution agreement, whether made before or after the formation of the cooperative, is not enforceable against the would-be contributor unless it is in writing and signed by the would-be contributor. 2. Unless otherwise p…

351.1141. Contribution rights agreements. — 1. Subject to any restrictions in the articles or bylaws, a cooperative may enter into contribution rights agreements under the terms, provisions, and conditions fixed by the board. 2. Any contribution rights agreement shall be in writi…

351.1144. Profits and losses, allocation of, requirements. — 1. Unless otherwise set forth in the articles or bylaws, the board shall prescribe the allocation of profits and losses between patron membership interests collectively and any other membership interests, which profits …

351.1147. Net income, set aside permitted, when — annual distribution required — refund credits. — 1. A cooperative may set aside a portion of net income allocated to the patron membership interests as the board determines advisable to create or maintain a capital reserve. 2. Exc…

351.115. Reservation of right to exclusive use of corporate name, time period. — 1. The exclusive right to the use of a corporate name may be reserved by: (1) Any person intending to organize a corporation under this chapter; (2) Any domestic corporation intending to change its n…

351.1150. Unclaimed property, how treated. — 1. A cooperative may, in lieu of paying or delivering to the state the unclaimed property specified in its report of unclaimed property filed under section 447.539: (1) Distribute the unclaimed property to a business entity or organiza…

351.1153. Merger and consolidation — definitions — procedure, effect of. — 1. As used in this section and sections 351.1156 and 351.1159, the following words shall mean: (1) "Consolidated entity", that entity, or those entities, which are being consolidated into the new entity as…

351.1156. Subsidiaries, merger with parent, when, procedure — certificate of merger required. — 1. A parent cooperative owning at least ninety percent of the outstanding ownership interests in a subsidiary business entity, whether directly or indirectly through related organizati…

351.1159. Abandonment of plan of merger, procedure. — 1. After a plan of merger has been approved by the members entitled to vote on the approval of the plan and before the effective date of the plan, the plan may be abandoned by the same vote that approved the plan. 2. A plan of…

351.1162. Dissolution, affirmative vote required. — A cooperative may be dissolved by the affirmative vote of two-thirds of the members or by order of the court. ­­-------- (L. 2011 S.B. 366)

351.1165. Notice of dissolution. — Before a cooperative begins dissolution, a notice of intent to dissolve shall be filed with the secretary of state. The notice shall contain: (1) The name of the cooperative; (2) The date and place of the members' meeting at which the resolution…

351.1168. Dissolution, interests in property may be conveyed, when. — 1. After the notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board shall proceed as soon as possible: (1) To collect or make…

351.1171. Revocation of dissolution proceedings, when — members' meeting permitted — effective date of revocation. — 1. Dissolution proceedings may be revoked before the articles of dissolution are filed with the secretary of state. 2. The board may call a members' meeting to con…

351.1174. Creditor claims barred, when. — The claim of a creditor or claimant against a dissolving cooperative is barred if the claim has not been enforced by initiating legal, administrative, or arbitration proceedings concerning the claim by two years after the date the notice …

351.1177. Articles of dissolution, procedure. — 1. Articles of dissolution of a cooperative shall be filed with the secretary of state after payment of the claims of all known creditors and claimants has been made or provided for and the remaining property has been distributed by…

[Repealed or reserved.]

351.1183. Equitable relief and liquidation of assets, when. — 1. A court may grant equitable relief that it deems just and reasonable in the circumstances or may dissolve a cooperative and liquidate its assets and business: (1) In a supervised voluntary dissolution that is applie…

351.1186. Court authority in dissolution proceedings — receiver may be appointed — distribution of assets. — 1. In dissolution proceedings before a hearing can be completed, the court may: (1) Issue injunctions; (2) Appoint receivers with all powers and duties that the court dire…

351.1189. Receivers, requirements. — 1. A receiver shall be a natural person or a domestic business entity or a foreign business entity authorized to transact business in this state. A receiver shall give a bond as directed by the court with the sureties required by the court. 2.…

351.1192. Involuntary dissolution, when. — 1. A cooperative may be dissolved involuntarily by a decree of a court in this state in an action filed by the attorney general if it is established that: (1) The articles and certificate of organization were procured through fraud; (2) …

351.1195. Creditor claims to be filed under oath, when, court procedure. — 1. In proceedings to dissolve a cooperative, the court may require all creditors and claimants of the cooperative to file their claims under oath with the court administrator or with the receiver in a form…

351.1198. Discontinuance of involuntary dissolution. — The involuntary or supervised voluntary dissolution of a cooperative may be discontinued at any time during the dissolution proceedings if it is established that cause for dissolution does not exist. The court shall dismiss t…

351.120. Corporate registration report required, when — change in registered office or agent to be filed with report — waiver, when. — 1. Every corporation organized pursuant to the laws of this state, including corporations organized pursuant to or subject to this chapter, and e…