IN THE SUPREME COURT OF IOWA
No. 14

– 1605
Filed M arch 18, 20 16

IOWA INDIVIDUAL HEALTH BENEFIT REINSURANCE ASSOCIATION , Appellant ,

vs. STATE UNIVERSITY OF IOWA, IOWA STATE UNIVERSITY OF SCIENCE AND TECHNOLOGY, and UNIVERSITY OF NORTHERN IOWA , Appellees

.

On review from the Iowa Court of Appeals.

Appeal from the Iowa District Court for Polk County, Dennis J.
Stovall , Judge.

Nonprofit reinsurance association seeks further review of a court of appeals decision affirming a district court judgment that association lacked capacity to sue members for unpaid assessments. DECISION OF COURT OF APPEALS VACATED; DISTRICT COURT ORDER
RE VERSED; CASE REMANDED.

Gregory M. Lederer of Lederer Weston Craig P.L.C., Cedar Rapids, for appellant.

Thomas J. Miller, Attorney General, Jeffrey S. Thompson, Solicitor General, and Diane M. Stahle, Special Assistant Attorney General , for appellee s
.2

WATERMAN , Justice. In this appeal, we must determine whether a nonprofit corporation, the Iowa Individual Health Benefit Reinsurance Association (IIHBRA) , has the capacity to sue its members for unpaid assessments it is statutorily obligated to collect and , if so, whether this case is subject to mandatory
arbitration under Iowa Code section 679 A

. 19 (2013). The IIHBRA was created under Iowa Code c hapter 513C (1997) and incorporated under

c hapter 504 A

. 1 Chapter 513C i nitially included a provision listing among
the IIHBRA ’s powers t he authority to “sue or be sued, ” a power also set forth in chapter 504 A

. See Iowa Code § 513C.10(5)( b ) (1997); id. § 504A.4(2). A 2001 amendment deleted that redundant provision from chapter 513C but left intact the IIHBRA ’s duty to collect assessments

. See 2001 Iowa Acts ch. 125, § 5. The IIHBRA sued several alleged
members

— Iowa’s regent univer sities

— for unpaid assessment s
. The universities moved to dismiss, contending the 20 01 amendment revoked
the IIHBRA ’s power to sue. Alternatively, the universities argued the district court lacked subject matter jurisdiction because the IIHBRA is an administrative department, commission , or board of the state government and is therefore required to arbitrate under Iowa Code
section 679 A .19 (2013)

. The IIHBRA resisted, arguing it retained the capacity to sue under chapter 504 and is not subject to the arbitration

statute . The district court , without deciding the arbitration issue, ruled
that the 2001 amendment to c hapter 513C revoked the IIHBRA ’s

1 Chapter 504A, the Iowa Nonprofit Corporation Act, governed nonprofit corporations when the IIHBRA was created. In 2004, the legislature enacted c hapter 504, the Revised Iowa Nonprofit Corporation Act, which now governs the IIHBRA’s powers as a nonprofit corporation. See 2004 Iowa Acts ch. 1049 (codified at Iowa Code ch

. 504 (2005 )).3 capacity to sue and dismissed the action. T he court of appeals affirmed. We granted the IIHBRA’s application for further review.
For the reasons explained below, we hold the IIHBRA has the

ca pacity to sue its members in district court for unpaid assessments. The 2001 amendment to chapter 513C left intact the IIHBRA ’s capacity to sue under chapter 504 A , and the IIHBRA is not a n “administrative department, commission or board of the state government” subject to mandatory arbitration under section 679 A .19. Accordingly, we vacate the decision of the court of appeals, reverse the district court’s dismissal order, and remand the case for further proceedings.
I
. Background and Proc edural History
. This appeal i nvolves t w o statutes addressing access to health insurance, specifically high

- risk policies for individuals with preexisting
medical conditions. An overview of this legislation provides context for the issues on appeal. In 1986, the legislature enacted Iowa Code c hapter 514E, which created the Iowa Comprehensive Health Insurance
Association (ICHIA)

. See 1986 Iowa Acts ch. 1156, § 2 (codified at Iowa
Code § 514E.2 (1987) )

. The ICHIA issue s its own individual and group health insurance policies to eligible Iowans. See Iowa Code § 514E.2 (2013). The goal of chapter 514E was to p rovide health insurance to
Iowans unable to obtain affordable coverage on the private market. See
id. The i nsura n ce c ommissioner determined the ICHIA program was underutilized and , in 1994 , issued a bulletin reminding private health insurers of their obligation under section 514E.11 to notify applicants of the option to purchase ICHIA policies whenever the insurer re jected the applica nt or offered coverage at a higher rate. Therese M. Vaughan, Iowa
Ins

. Div. , Bulletin No. 94

– 6 Utilization of Iowa Comprehensive Health Association’s Policy Services (1994) , rescinded by Nick Gerhart, Iowa Ins.4

Div. , Bulletin No. 13

- 4

— Rescission of Insurance Division Bulletins 4 (2013)

. I n 1995, the legislature enact ed Iowa Code c hapter 513C , the
Individual Health Insurance Market Reform Act. 1995 Iowa Acts ch

. 5, §§ 3

– 13 (codified at Iowa Code ch

. 513C (1997))

. The legislature expressed the goal of this Act as follows: The purpose and intent of this chapter is to promote the availability of health insurance coverage to individuals regardless of their health status or claims experience, to prevent abusive rating practices, to require disclosure of rating practices to purchasers, to establish rules regarding the renewal of coverage, to establish limitations on the use of preexisting condition exclusions, to assure fair access to health plans, and to improve the ove rall fairness and efficiency of the individual health insurance market.
Iowa Code § 513C.2 (1997) . Section 10 created the IIHBRA, a nonprofit corporation organized under Iowa Code c hapter 504A

. Id

. § 513C.10(1). Membership in the IIHBRA is mandat ory for health insurance companies selling coverage in Iowa , as well as health maintenance organizations,
fraternal societies , and self

- insured employers that offer health benefit plans subject to state insurance regulation. Id. The members are required to “report the amount of earned premiums and the associated paid losses for al l basic and stan dard plans .” Id. § 513C.10( 7 ). The IIHBRA uses these reports to determine and collect a yearly assessment
f rom health care providers to spread the cost o f providin g health
insurance to Iowans who cannot afford to pay market rates for high

- risk policies

. Id. § 513C.10(10). In 2001, the legislature amended chap ters 513C and 5 14E to merge t he boards of directors of the IIHBRA and the ICHIA and delete from chapter 513C the enumeration of certain powers, including the power to sue. See id. § 513C.10(5); 2001 Iowa Acts ch. 125, § 5. The5 amendment left intact the IIHBRA’s duty to ascertain and collect
assessments from its members

. See Iowa Code § 513C.10(3) (2003). No prohibition on suits was added. Another amendment in 2003 clarified
the members’ obligation to report data and pay assessments to the
IIHBRA. 2003 Iowa Acts ch. 91, § 26 (codified at Iowa Code § 513C.10(6) (20 05 )).
The IIHBRA filed this civil action on November 1, 2013. The IIHBRA’s petition alleges that the State University of Iowa ( S U I) , Iowa State University of Science and Technology (ISU) , and the University of
Northern Iowa (UNI) ( collectively, the u niversities ) are members required
to submit annual reports and pay assessments due under Iowa Code chapter 513C

. In 2010, the u niversities submitted their reports but failed to pay their assessments. The IIHBRA alleges the following assessments are owed for 2010: $50 8,030 from S U I, $198,852 from ISU, and $78,131 from UNI, plus interest and costs. In 2011, the u niversities
failed to submit reports or pay any assessments. The IIHBRA demands payment of the assessments as well as injunctive relief req uiring annual

re por ting by the u niversities.
On January 17, 2014 , the u niversities filed a pre answer motion to
dismiss the petition

. The u niversities conceded solely for purposes of the motion (and this appeal) that they are members of the IIHBRA, which they otherwise den y. The motion to dismiss asserted two grounds: ( 1) that the IIHBRA lacks the capacity to sue based on the 2001 amendment to chapter 513C ; and ( 2) that the district court lacks subject matter jurisdiction because the IIHBRA is required to arbitrate this case
under Iowa Code section 679 A .19 , which governs disputes between “administrative departments, commissions, and bo ards of the state government.” The IIHBRA resisted on both grounds. The IIHBRA argued6 that its capa city to sue under Iowa Code section 504.302(1) was left intact by the 2001 amendment because the explicit right to sue in chapter 513C was duplicative of its right to sue under chapter 504A. See Iowa Code § 504A.4(2) (2013). The IIHBRA also denied that i t was a department, commission , or board of state government required to
arbitrate with the u niversities under section 679 A .19. On August 28, t he distric t court , without reaching the arbitration issue, granted the u niversitie s ’ motion to dismiss on the f irst ground.
The district court ruled that the 2001 amendment to chapter 513C
“revoke [d] the authority to sue which [ the legislature ] had previously bestowed upon IIHBRA.” The IIHBRA appealed, and we transferred the case to the court of appeals , which affirmed the dismissal without reaching the arbitration
issue. The court of appeals concluded that the 2001 amendment eliminated the IIHBRA’s power to sue. We granted the IIHBRA’s application for further review.
II. Standard of Review.
“We review a district court’s ruling on a motion to dismiss for the
correction of errors at law.” Shumate v. Drake Univ. , 846 N.W.2d 503, 507 (Iowa 2014) (quoting Mueller v. Wellmark, Inc. , 8 18 N.W.2d 244, 253 (Iowa 2012)) . We accept the petition’s well

- pleaded fa ctual allegations as true, but not its legal conclusions. Id

. ; see also Estate of Dyer v. Krug , 533 N.W.2d 221, 222 (Iowa 1995) (reviewing for correction of errors at
law a ruling dismissing petition on grounds that plaintiff lacked the capacity to sue). We review rulings on statutory construction for
correction of errors at law. Schaefer v. Putnam , 841 N.W.2d 68, 74 (Iowa 2013). Our standard of review of rulings on subject matter jurisdiction is7

also for correction of errors at law. Id. ( noting court’ s inherent power to determine subject matter jurisdiction).
III. Analysis. This appeal presents two questions of statutory interpretation. First, we must decide whether the legislature intended in 2001 to
eliminate the IIHBRA’s power to sue its mem bers to collect assessments
that the organization remained obligated to collect under chapter 513C and its members remained obligated to pay. 2 We conclude the IIHBRA retained its powe r to sue under section 504.302 given the lack of any express restriction on its power to sue in chapter 513C. Second, we must decide whether the IIHBRA is required to arbitrate this dispute
under Iowa Code section 679 A .19. We conclude that section 679 A .19 is inapplicable based on our legal conclusion th at the IIHBRA is not a department, commission , or board of the state government within the meaning of that statute. We begin our analysis with familiar rules of statutory interpretation. An entity created by statute is “limited in power to that
authorit y granted by the legislature to it

. ” Llewellyn v. Iowa State
Commerce Comm’n , 200 N.W.2d 881, 884 (Iowa 1972). “The goal of statutory constructi on is to determine legislative intent.” Star Equip

. , Ltd. v

. State , 843 N.W.2d 446, 455 (Iowa 2014) (quoting Auen v. Alcoholic Beverages Div. , 679 N.W.2d 586, 590 (Iowa 2004))

. “We derive legislative intent not only from the language used but also from the statute’s subject matter, the object sought to be accomplished, the purpose to be

2 We do not reach th e question whether the u niversities are members of the IIHBRA, an allegation the u niversities accepted as true for purposes of the motion to dismiss and this appeal in light of the standard of review. The parties may litigate that issue on remand.8 served, underlying polici es, remedies provided, and the consequences of the various interpretations.” Id. (quoting Postell v. Am. Family Mut. Ins.
Co. , 823 N.W.2d 35, 49 (Iowa 2012)). “We read related statutes together and attempt to harmonize them.” In re A.M. , 856 N.W.2d 365, 372 (Iowa 2014).
A. Capacity to Sue
. The universities’ primary assertion is that
the IIHBRA has no capacity to sue. “[A] party must have capacity to sue before the party may commence and maintain a cause of action.” Iowa
Coal Min. Co. v. Monroe Cou nty , 555 N.W.2d 418, 428 (Iowa 1996). Capacity to sue is distinct from, although closely allied to, legal existence, or the quality of being a person in law, and the possession of the requisite interest to support an action, or “standing,” to sue. Capac ity relates to a party’s personal or official right to litigate the issues presented by the pleadings. Want of capacity to sue has reference, not to the existence of a plaintiff, but to legal disability, such as infancy, mental incompetence, and the like, which deprives a party of the right to come into court.
Id. (quoting 59 Am. Jur. 2d Parties § 24 (1987)).
T he fighting issue is the effect of the 2001 amendment to chapter
513C. See 2001 Iowa Acts ch. 125. The universities argue the 2001 amendment to chapter 513C stripped the IIHBRA of its capacity to sue by deleting a provision expressly empowering it to sue. The district court and court of appeals agreed. The IIHBRA argues the 2001 amendment
merel y removed “duplicative language” and left intact its express power to sue in Iowa Code section 504.302. We agree that the 2001 amendment did not eliminate the IIHBRA’s capacity to sue. Because the IIHBRA is a nonprofit corporation created by statute,

t he Iowa Code must establish the IIHBRA’s capacity to sue. See Llewellyn , 200 N.W.2d at 884 (holding entities created by statute can9 only exercise the powers granted to them by the legislature). W e construe the 2001 amendment “mindful of the state of the law” at the
time it was enacted and of our duty to “harmonize the statute, if possible, with other statutes on the same subject matter.” Jud

. Branch v. Iowa
Dist. Ct. , 800 N.W.2d 569, 576 (Iowa 2011) (quoting State v. Dann , 591 N.W.2d 635, 638 (Iowa 1999) )

. “When an amendment to a statute adds or deletes words, a change in the law will be presumed unless the remaining language amounts to the same thing.” Davis v. State , 682 N.W.2d 58, 61 (Iowa 2004). A review of the history of the legislation is instr uctive. T he A ct that
created the IIHBRA stated that “ a nonprofit corporation is established ” and “shall be incorporated under chapter 504A .” 1995 Iowa Acts ch. 5, § 12 (codif ied at Iowa Code § 513C.10 (1) (1997) ). The IIHBRA’s duties included collecting reports from member s, calculating the amount of earned premiums and associated paid losses for basic and standard insurance plans, and making assessments and distributions according to
the statute to equalize the gains and losses reported. Id. (codified a t Iowa Code § 513C.10(7)

– (11)). A s a nonprofit corporation, t he IIHBRA enjoyed powers under c hapter 504A. Iowa C ode § 504A.4(2) (1997)

. Chapter 504A explicitly gave nonprofit corporations the power to sue: Each corporation, unless otherwise stated in its articles of incorporation, shall have the power:

. . . . 2

. To sue and be sued, complain and defend, in its corporate name.
Id. The enabling legislation that created the IIHBRA nevertheless
included a redundant power to sue:10 5. The association has the general powers and authority enumerated by this section .

. . . In addition, the association may do any of the following:

. . . . b

. Sue or be sued , including taking any legal action necessary o r proper for recovery of any assessments for, on behalf of, or against members of the association or other participating persons. 1995 Iowa Acts ch. 5, § 12 (emphasis added) (codified at Iowa Code § 513C.10(5) ( b ) (1997) ) . The parties agree the IIHBRA had the authority to sue members to recover assessments and compel reporting under the original enabling legislation

. The parties disagree whether that power was eliminated by the
2001 amendment to chapter 513C

. As part of the 2001 amendment,

s ection 513C.10( 5 )( b ) , which stated the IIHBRA had the power to sue,

was indeed deleted. 2001 Iowa Acts ch. 125, § 5. The u niversities, district court, and court of appeals seize d on that deletion to conclude the IIHBRA was thereby deprived of its capac ity to sue. But we must construe the 2001 amendment in light of the related statutes and the purpose of chapter 513C. Significantly, t he 2001 amendment left unchanged the IIHBRA’s status as a nonprofit corporation under chapter
504A. 3 We must read these statutes together and harmonize them if possible. In re A.M. , 856 N.W.2d at 372. Thus, we conclude the IIHBRA retained its power to sue as expressly provided in section 504A.302.

3 The subsection making IIHBRA a nonprofit corporation was nonsubstantively amended in 2001

. Compare 1995 Iowa Acts ch 5, § 12 (codified at Iowa Code § 513C.10(4) (1997)) (“A nonprofit corporation is established to be known as the Iowa individual health b en efit reinsurance association.

. . . The association shall be incorporated under chapter 504A

. . . .”), with 2001 Iowa Acts ch. 125, § 4 (codified at Iowa Code § 513C.10(1)( b ) (2013)) (“The Iowa individual health benefit reinsurance association is establi shed as a nonprofit corporation

. . . . The association shall be incorporated under chapter 504A

. . . .”).11 So what was the purpose of the 2001 amendment ? Plainl y, to merge the boards of directors of the ICHIA and the IIHBRA for greater efficiency. By its terms, the 2001 amendment provided that the IIHBRA , which previously had its own board of directors, 4 would thereafter “exercise its powers through the [ICHIA’s ] board of directors established under chapter 514E.” 2001 Iowa Acts ch. 125, § 4 (codified at Iowa Code § 513C.10(1)( b ) (2003) ). The ICHIA statute , chapter 514E, was simultaneously amended to state : “The [ICHIA] shall also be responsible
for administeri ng the Iowa individual health benefit reinsurance association pursuant to all of the terms and conditions contained in chapter 513C.” Id. § 7 (codified at Iowa Code § 514E.2(1) ) . As part of this reorganization, the ICHIA board of directors expanded from eleven
members to fourteen. Compare Iowa Code § 514E.2(2) (1997) (providing for eleven director positions) , with Iowa Code § 514E.2(2) (2003) (providing for fourteen director positions). The new director positions
added t o the ICHIA board mirrored, albeit imperfectly, the director positions eliminated from the IIHBRA statute. 5 Th is restructuring of the

4 Chapter 513 C originally provided for a seven member board of directors of the IIHBRA consisting of four members from the four largest domestic ca rriers of individual health insurance in the state, and three members from the three largest carriers of health insurance in the state. 1995 Iowa Acts ch. 5, § 12 (codified at Iowa Code § 513C.10(2) (1997) )

.
5 Compare Iowa Code § 513C.10(2 ) (1997) (providing for a seven

- person board of directors composed of representatives from the four largest domestic carriers of individual health insurance in the state and three members from the three largest carriers of health insurance in the state) , and id. § 514E.2(2) (enumerating eleven board of director positions without any mandated representatives from health in surance providers) , with Iowa Code § 514E .2(2) (2003) (listing the members of a fourteen

member board of directors, including two members represent ing the largest domestic carriers of health insurance in the state and three members representing the three largest carriers of health insurance in the state).12

board s of directors made the provisions in section 513C.10 referencing the IIHBRA’s board of directors unnecessary, so th ey were deleted. 6
The legislative history confirms the purpose of the 2001
amendment was to merge the board of directors of the ICHIA and the
IIHBRA

. The preamble to the 2001 amendment stated the Act

r elat[ed] to the Iowa individual health benefit reinsurance association and the Iowa comprehensive health insurance association, by changing the board of directors, membership, and assessment related to the associations, and making changes relating to adjustments i n the coverage of basic and standard health plans.
2001 Iowa Acts ch. 125. The amendment was accompanied by a bill expla nation stating in relevant part,
The bill deletes su bsections of Code section 513C.1 0 that address the board of directors for the [ IIHBRA].

. . . . The bill amends Code section 514E.2 to provide that the [ICHIA] shall be responsible for administering the [IIHBRA] pursuant to all of the terms and conditions contained in Code chapter 513C.

. . . The bill also amends Code section 514E.2 regarding the composition of the board of directors of the [IIHBRA], resulting in a merger of the boards of the [ICHIA] and the [IIHBRA]

. H.F. 733, 79th G.A. , 1st Sess., explanation (Iowa 2001) (emphasis added) ; see Star Equip. , 843 N.W.2d at 454 & n.3 (noting explanations attached to bills are indications of legislative intent)

.

6 Each deleted section referenced the IIHBRA’s board of directors or its independent plan of operation

. See Iowa Code § 513C.10(2) (1999) (providing for a
seven

- member board of directors ); id. § 513C.10(3) (requiring the association to submit
a plan of operation to address board meetings, reimbursement, and selection ); id. § 513C.10(4) ( requiring the association to approve of any delegation of the association’s powers and duties under its plan of operation ); id. § 513C.10(5) ( stating the IIHBRA’s powers are defined in part by the association’s plan of operation ) ; 2001 I owa Acts ch. 125, § 5 (deleting Iowa Code § 513C.10(2)

– (5))

.13 Notably, t he 2001 amendment did not eliminate the IIHBRA’s

statutor y duty to collect reports and assessments from its members

. It left untouched chapter 513C’s express objective “ to promote the availability of health insurance coverage to individuals regardless of their health status or claims experienc e
. ” Iowa Code § 513C.2 ) (2003) . That legislative objective is accomplished by spreading the co st of high

- risk
health insurance policies for Iowans

. That objective would be undermined if assessments from members go uncollected. By contrast, an interpretation recognizing IIHBRA’s capacity to bring suit to enforce the provisions of c hapter 513C further s the objecti ves of the statute. We interpret statutes and statutory amendments to effectuate , not thwart , the purpose of the legislation. See Star Equip

. , 843 N.W.2d . at 455 (“We
der ive legislativ e intent .

. . from the .

. . object sought to be accomplished, the purpose to be served , . . . and the consequences of the various interpretations.” (quoting Postell , 823 N.W.2d at 49) ). We do not believe the legislature intended to impose on the IIHBRA the obligation to collect assessments from its members without the p ower to sue to enforce collection. The 2001 amendment was not intended to render the
IIHBRA toothless to enforce its members ’ obligations.
The u niversities rel y on Iowa Code section 504 .301 (2) , which now provides that nonprofit corporations regulated u nder another statute ar e subject to the restrictions in that statute. Section 504 .301 (2), however,
was not in the Iowa Code in 2001. See 2004 Iowa Acts ch. 1049 , § 24 ( codified at Iowa Code § 504 .301 (2005) ). Its predecessor, chapter 504A,
did not contain an equivalent provision limiting the powers of a nonprofit corporation subject to regulation by statute. See Iowa Code c h

. 504A (2001).14 Subsequent amendments to section 513C.10 reinforce our
conclusion that the IIHBRA retained its capacity to s ue. In 2003, the legislature again amended section 513C.10 to add this section regarding members’ obligation to comply with reporting requirements and pay

assessments: For purposes of calculating and conducting the assessment, the association shall have the express authority to require members to report on an annual basis each member’ s total health insurance premiums and payments for subscriber contracts and paid losses. A member is liable for its share of the assessment calculated in accordance with this section regardless of whether it participates in the individual insurance market. 2003 Iowa Acts ch. 91, § 26 (emphasis added) (codified at Iowa Code § 513C.10(6) (2005)). The amendment’s preamble described the Act as

“ relating to insurance, including

. . . calculation of assessments by the Iowa individual health benefit reinsurance association, [and] payment of
certain insurance fees.” 2003 Iowa Acts ch. 91. Th is amendment expressly authorized the IIHBRA to require its members to file the annual

repo rts and stated its members were liable for any assessment. A person who is “liable” is “bound or obligated according to law or equity.” Liable , Webster’s Third New International Dictionary (unabr. ed. 2002)

. Again, we do not believe the legislature inte nded to leave the IIHBRA powerless
to enforce its members ’ obligations.
A fter this 2003 amendment to chapter 513C , the statute governing nonprofit corporations was changed to state , “ A corporation engaging in an activity that is subject to regulation und er another statute

. . . shall be subject to all limitations of the other statute.” 2004 Iowa Acts
ch. 1049 , § 24 ( codified at Iow a Code § 504.301 (2005)). The u niversities’
reliance on section 504.301 is misplaced because t here is no provision in chapter 513C as amended that expressly limits the power of the IIHBRA15

to sue. We will not construe chapter 513A’s silence as a restriction on
the unambiguous power to sue provided both before the 2004 amendment in section 504A.4(2) (2003) and after the 2004 amendment in section 504.302(1) (2005). Rather, we read the statutes together and harmonize them to conclude the IIHBRA retained the power to sue following the legislature’s amendment s
. The u niversities contended at oral argu ment that the insurance commissioner has the authority to sue for the IIHBRA , obviating the IIHBRA’s need to litigate on its own behalf

. However, n o provision in chapter 513C grants the insurance commissioner the power to sue
members of the IIHBRA

. Other statutes expressly grant the insurance
commissioner power to file a civil action

. 7 If the legislature had intended
the in surance commissioner to collect assessments from recalcitrant members of the IIHBRA, it c ould have said so in chapter 513C. It did

n ot. We recognize the insurance commissioner has broad powers to
enforce the insurance laws of this state. See Iowa Code § 505.8(1) (2013) (“The commissioner of insurance shall .

. . enforce all the laws of the state relating to federal and state insurance business transacted in the state.”). We need not decide whether the insurance commissioner could sue members of the IIHBRA to collect unpaid assessments. In either

7 See , e.g. , Iowa Code § 507C.16 (2013) (permitting the commissioner to petition the district court for an order of liquidation); id. § 507C.17 (authorizing the commissioner to petition the district court for an order directing the commissioner to liquidate an insurer); id. § 507C.17A(2) (permitting the insurance commissioner to petition the district court for an order of rehabilitation or liquidation of a domestic insurer); id. § 521A.9(1) (authorizing the commissioner to seek an injunction to prevent a violation of the Insurance Holding Company Systems Chapter); Huff v. St. Joseph’s Mercy Hosp

. of Dubuque Corp. , 261 N.W.2d 695, 698 (Iowa 1978) (recognizing the commissioner’s power to seek an injunctio n against violators of the HMO A ct).16
case, t here is nothing inconsistent in allowing the IIHBRA to have the power to sue to enforce the statute it administers. For these reasons, we hold the IIHBRA has the capacity to sue its members to compel reporting and to collect assessments owed under chapter 513C. We next consider whether the IIHBRA’s civil action may proceed in district court or instead is subject to mandatory arbitration

. B. Jurisdictional Challenge. The u niversities argue that even if the IIHBRA has capacity to sue, this dispute is subject to mandatory
arbitration. Neither the district court nor court of appeals decided this
issue. Iowa Code section 679A.19 gover ns disputes between government agencies: Any litigation between administrative departments, commissions or boards of the state government is prohibited. All disputes between said governmental agencies shall be submitted to a board of arbitration of three members to be composed of two members to be appointed by the departments involved in the dispute and a third member to be appointed by the governor. The decision of the board shall be final.

Iowa Code § 679A.19 (emphasis added)

. The plain language of the statute limits its application to administrative departments, commissions, and boards of state governme nt. See State ex r el. Iowa Dep’t of Health v. Van Wyk , 320 N.W.2d 599, 602 (Iowa 1982) (“Under section [67 9A.19], litigation is prohibited between administrative departments, commissions , or boards of state government .”). Under this statute, disputes that are fundamentally between executive branch departments must be resolved through arbitration; litigation i n the courts is prohibited. Id. We have never applied this section to an entity that was not an administrative department, commission, or board of state government. See id. ( holding dispute between the b oard of chiropractic e xaminers and the Iowa D epart ment of Health required17

arbitration under section 679.19 (1981) 8 ) ; Llewellyn , 200 N.W.2d at 884 (holding a dispute between the Board of Engineering Examiners and the
State Commerce C ommission required arbitration)

. If the legislature had intended to make the IIHBRA a board, commission, or department, it presumably w ould have used one of those terms to describe it, as it has done in numerous other statutes creating
such entities. The legislature identifies boards of state government as “boards” in our statutes

. See , e.g. , Iowa Code § 272C.1(6) (2013) (defining “ licensing board ” to include thirty

- one different positions or
boards created pursuant to statute). 9 State administrative departments
are also typically denominated as such by the respective enabling acts

. See, e.g. , id. § 7E.5(1) (providing a nonexclusive list of the twenty

- three “principal central departments of the executive branch”)

. 10 Other entities

8 This provision was originally codified at Iowa Code section 679.19. See 1959 Iowa Acts ch. 363, § 1. It was transferred to section 679A.19 in 1981. 1 981 Iowa Acts ch. 202, § 19. The text of the statute was not altered. See id.

9 The thirty

- one enumerated examples of a licensing board are the s tate board of engineering and land surveying e xaminers; the board of examiners of s hort hand
r eporters; the a ccountancy examining b oard ; the real estate c ommission ; the board of architectural e xaminers; the b oard of landscape architectural e xaminers ; the board of b arbering; the board of c hiropractic; the board of cosmetology a r ts and s ciences; the dental b oard; t he board of mortuary s cience; the board of m edicine; the board of physician a ssistants; the board of nursing; the board of nursing home administrators; the board of optometry; the board of pharmacy; the board of p hysical and occupational therapy; the board of podiatry; the board of psychology; the board of speech pathology and audiology; the board of hearing aid specialists; the board of veterinary medicine; the director of the department of natural resources; the b oard o f respiratory care and polysomnography; the board of athletic training; the board of massage therapy; the board of sign language interpreters and t ransliterators ; the director of public health; the plumbing and mechanical systems board; and the department of public s afety. Iowa Code § 272C.1(6). Additional boards created by enabling statutes include the r e al estate improvement district board of trustees and the Bushy Creek r ecreation a rea t rails advisory b oard. Id. § 358C.13(1) ( setting out the real esta te improvement d istrict board of trustees ); id. § 455A.8 ( creating the Brushy Creek r ecreation a rea trails advisory b oard).

10 The state administrative departments are the department of management; the department of administrative services; the department of revenue; the department of18

are expressly identified as a “ department

. ” See, e.g. , id. § 135.62(2 ) ( creating the state health facilities council as a divisi on of the department of health)

. T he legislature also calls a “commission” a “commission”
when it creates one. See, e.g. , id. § 521.5 (“A commission consisting of
the commissioner of insurance and t he attorney general is hereby
created

. . . . ”). 11 The u niversities have not provided any statutory support for their contention that the IIHBRA is a board, department , or commission, and on our review of the Code, we have found none

. The IIHBRA notes other indications that it is not an arm of state government. The employees of the IIHBRA are not paid by the State of
Iowa. By contrast, the staff members of state boards and commissions are state employees. Most of the members of the I IHBRA are private
entities. A majority of its board of directors are private persons or representatives of private insurers, although our state boards and commissions are also populated with private citizens. The IIHBRA is represented by private legal co unsel, while the u niversities and other state boards, commissions , and departments are represented by the Iowa

inspections and a ppeals; the department of agriculture and land s tewardship; the d epartment of c ommerce; the economic development authority; the department of workforce development; the d epartment o f human services; the d epartme nt of public health , the department of aging; the d epartment o f cultural a ffairs ; the department of education; the department of corrections; the department of public s afety; t he d epartment of public defense; the department of natural r esources; t he state d e partment o f transportation; the d epartment o f human r ights; an agency headed by the state board of regents; the department for the blind; the department of veterans affairs; and the d epartment o f homeland security and emergency management

. Iowa Code § 7E.5(1).

11 The legislature has also created the alcoholic beverages commission, the d airy industry commission , a pay

- for

- performance commission, and the state transportation commission. See Iowa Code § 123.5 (1) (“An alcoholic beverages commission is created

. . . . ”); id. § 179.2 (1) (“There is created an Iowa dairy industry commission .

. . .”); id. § 284.14(2) (“A pay

- for

- performance commission is established .

. . .”); id. § 307A.1A (1) (“There is created a sta te transportation commission .

. . .”). ________________________19 Attorney General. The IIHBRA is funded by its assessments collected primarily from private sources. It does not receive appropriations or
fundi ng from the State treasury (except indirectly to the extent public entities pay assessments).
Section 679 A .19 was enacted to reduce the costs of resolving disputes between two state agencies. When this provision was proposed , the purpose of the bill was to lower litigation costs for internecine disputes between state departments : This bill would prevent litigation between state departments over disputes of questions of law or fact. Such litigation is expensive, time

- consuming and wasteful of public funds. Legal counsel is employed on both sides and in many cases such litigation continues for years. This bill would submit such intern ecine disputes to arbitration. H.F. 594, 58th G. A., Re g. Sess., explanation (Iowa 1959 ). This case is not a dispute between two public entities with both sides represented by the attorney g eneral at public expense

— the recurring situation this
statute was enacted to address

. T he u niversities note that the legislature has created various nonprofit corporations for economic development and research purposes through statutes that expressly provide the entity is not a state agency or subject to the privileges or requirements of a state agency. See, e.g. , Iowa Code § 7D.15 (creating the public policy research foundation under chapter 504 , noting it “is not a state agency and shall not exercise any sovereign power of the state ,” and providing “ t he state is not liable for any debts of the foundation”); id. § 15E.64 (authorizing the Iowa capital investment corporation and providing that it “is not a public corporation or instrumentality of the state and shall not enjoy any of the privileges and shall not be required to comply with the requirements of a state
ag ency”); id. § 15E.204 (creating the a gricultural industry finance20 corporation as “ a private business corporation and not a public corporation or instrumentality of the state ”); see also id. § 480.3 (creating
a statewide notification center under chapter 504 and stating its board “is subject to chapters 21 and 22”)

. It is a good idea for the legislature to include such language in the enactment that creates a nonprofit entity to clarify whether the entity is or is not subject to disclosure obligations
and other duties of state agencies. But t he absence of such language in

c hapter 513C does not transform the IIHBRA into an administrative department, commission , or board of the state government.
In their appellate brief, the u niversities raise for the fi rst time a state constitutional challenge to any assessment against them under
Iowa C ode chapter 513C, as violating a rticle VII, section 1 of the Io wa Constitution, which provides,
The credit of the S tate shall not, in any manner, be given or loaned to, o r in aid of, any individual, associ ation, or corporation; and the S tate shall never assume, or become responsible for, the debts or liabilities of any individual, association, or corporation, unless incurred in time of war for the benefit of the S tate.
T he u niv ersities, relying on Grout v

. Kendall , 195 Iowa 467, 192 N.W. 529 (1923), argue this provision prohibits the state from “incurring obligations by the indirect method of secondary liability

. ” They contend ,

“ T he assessments at issue are redistributed to cover the losses of private
insurance carriers. The R egents would thus become responsible for the debts of a corporation, which is cons titutionally prohibited.” The

u niversities neglected to cite our more recent decision in Star Equipment , which reje cted a challenge under a rticle VII, section 1

. 843 N.W.2d at
462

– 63. Regardless, w e decline to reach the u niversities’ constitutional challenge because the y did not raise it in district court. “It is a fundamental doctrine of appellate review that issue s must ordinarily be21 both raised and decided by the district court before we will decide them on appeal.” Meier v. Senecaut , 641 N.W.2d 532, 537 (Iowa 2002). The

u niversities may raise that constitutional issue on remand, and we express no opinion on its merits.
IV. Conclusion. For these reasons, we vacate the opinion of the court of appeals
and reverse the district court ruling that granted the u niversities’ motion
to dismiss. We remand this case for further proceedings consistent with this opinio n. DECISION OF COURT OF APPEALS VACATED; DISTRICT COURT ORDER REVERSED; CASE REMANDED.