IN THE SUPREME COURT OF IOWA

No. 14–1605

Filed March 18, 2016

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 

REVERSED; 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 

appellees. 
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 679A.19 (2013). The IIHBRA was 

created under Iowa Code chapter 513C (1997) and incorporated under 

chapter 504A.1 Chapter 513C initially included a provision listing among 

the IIHBRA’s powers the authority to “sue or be sued,” a power also set 

forth in chapter 504A. 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 universities—for unpaid assessments. The 

universities moved to dismiss, contending the 2001 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 679A.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 chapter 513C revoked the IIHBRA’s 

1Chapter 504A, the Iowa Nonprofit Corporation Act, governed nonprofit 

corporations when the IIHBRA was created. In 2004, the legislature enacted chapter 

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. The court of appeals affirmed. 

We granted the IIHBRA’s application for further review. 

For the reasons explained below, we hold the IIHBRA has the 

capacity 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 504A, and the IIHBRA is not an “administrative

department, commission or board of the state government” subject to 

mandatory arbitration under section 679A.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 Procedural History. 

This appeal involves two 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 chapter 

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 issues its own individual and group 

health insurance policies to eligible Iowans. See Iowa Code § 514E.2 

(2013). The goal of chapter 514E was to provide health insurance to 

Iowans unable to obtain affordable coverage on the private market. See 

id. The insurance commissioner 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 rejected the 

applicant 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). 

In 1995, the legislature enacted Iowa Code chapter 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 overall 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 chapter 504A. Id. § 513C.10(1). 

Membership in the IIHBRA is mandatory 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 all basic and standard plans.” Id. § 513C.10(7). The 

IIHBRA uses these reports to determine and collect a yearly assessment 

from healthcare providers to spread the cost of providing health 

insurance to Iowans who cannot afford to pay market rates for high-risk 

policies. Id. § 513C.10(10). 

In 2001, the legislature amended chapters 513C and 514E to 

merge the 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. The 
5

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) 

(2005)). 

The IIHBRA filed this civil action on November 1, 2013. The 

IIHBRA’s petition alleges that the State University of Iowa (SUI), Iowa 

State University of Science and Technology (ISU), and the University of 

Northern Iowa (UNI) (collectively, the universities) are members required 

to submit annual reports and pay assessments due under Iowa Code 

chapter 513C. In 2010, the universities submitted their reports but 

failed to pay their assessments. The IIHBRA alleges the following 

assessments are owed for 2010: $508,030 from SUI, $198,852 from ISU, 

and $78,131 from UNI, plus interest and costs. In 2011, the universities

failed to submit reports or pay any assessments. The IIHBRA demands 

payment of the assessments as well as injunctive relief requiring annual 

reporting by the universities. 

On January 17, 2014, the universities filed a preanswer motion to

dismiss the petition. The universities conceded solely for purposes of the 

motion (and this appeal) that they are members of the IIHBRA, which 

they otherwise deny. 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 679A.19, which governs disputes between 

“administrative departments, commissions, and boards of the state 

government.” The IIHBRA resisted on both grounds. The IIHBRA argued 
6

that its capacity 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 it was a 

department, commission, or board of state government required to 

arbitrate with the universities under section 679A.19. 

On August 28, the district court, without reaching the arbitration 

issue, granted the universities’ motion to dismiss on the first 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., 818 N.W.2d 244, 253 

(Iowa 2012)). We accept the petition’s well-pleaded factual 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 is 
7

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 members 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 power 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 679A.19. We conclude that section 679A.19 is 

inapplicable based on our legal conclusion that 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 

authority 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 construction 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 

2We do not reach the question whether the universities are members of the 

IIHBRA, an allegation the universities 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 policies, 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 County, 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. Capacity 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)). 

The 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 

merely 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, 

the Iowa Code must establish the IIHBRA’s capacity to sue. See

Llewellyn, 200 N.W.2d at 884 (holding entities created by statute can 
9

only exercise the powers granted to them by the legislature). We 

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 instructive. The Act that 

created the IIHBRA stated that “a nonprofit corporation is established” 

and “shall be incorporated under chapter 504A.” 1995 Iowa Acts ch. 5, 

§ 12 (codified at Iowa Code § 513C.10(1) (1997)). The IIHBRA’s duties 

included collecting reports from members, 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 at Iowa 

Code § 513C.10(7)–(11)). As a nonprofit corporation, the IIHBRA enjoyed 

powers under chapter 504A. Iowa Code § 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 or 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,

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

was indeed deleted. 2001 Iowa Acts ch. 125, § 5. The universities, 

district court, and court of appeals seized on that deletion to conclude 

the IIHBRA was thereby deprived of its capacity to sue. But we must 

construe the 2001 amendment in light of the related statutes and the

purpose of chapter 513C. Significantly, the 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. 

3The 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 benefit 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 established as a nonprofit corporation. . . . The association shall be 

incorporated under chapter 504A . . . .”). 

 
11

So what was the purpose of the 2001 amendment? Plainly, 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 administering 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 to the ICHIA board mirrored, albeit imperfectly, the director 

positions eliminated from the IIHBRA statute.5 This restructuring of the 

4Chapter 513C originally provided for a seven member board of directors of the 

IIHBRA consisting of four members 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. 1995 Iowa Acts ch. 5, § 12 (codified at Iowa Code

§ 513C.10(2) (1997)). 

5Compare 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 insurance 

providers), with Iowa Code § 514E.2(2) (2003) (listing the members of a fourteenmember board of directors, including two members representing 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

boards of directors made the provisions in section 513C.10 referencing 

the IIHBRA’s board of directors unnecessary, so they 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

relat[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 in the coverage of basic and 

standard health plans. 

2001 Iowa Acts ch. 125. The amendment was accompanied by a bill 

explanation stating in relevant part,

The bill deletes subsections of Code section 513C.10 

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).

6Each 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 Iowa Acts 

ch. 125, § 5 (deleting Iowa Code § 513C.10(2)–(5)). 

 
13

Notably, the 2001 amendment did not eliminate the IIHBRA’s 

statutory 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 experience.” Iowa Code § 513C.2) (2003). That 

legislative objective is accomplished by spreading the cost 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 chapter 513C furthers the objectives 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 

derive legislative 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 power to sue to 

enforce collection. The 2001 amendment was not intended to render the 

IIHBRA toothless to enforce its members’ obligations. 

The universities rely on Iowa Code section 504.301(2), which now 

provides that nonprofit corporations regulated under another statute are 

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 ch. 504A

(2001). 
14

Subsequent amendments to section 513C.10 reinforce our 

conclusion that the IIHBRA retained its capacity to sue. 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. This amendment 

expressly authorized the IIHBRA to require its members to file the annual 

reports 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 intended to leave the IIHBRA powerless 

to enforce its members’ obligations. 

After 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 under another statute . . . shall 

be subject to all limitations of the other statute.” 2004 Iowa Acts 

ch. 1049, § 24 (codified at Iowa Code § 504.301 (2005)). The universities’ 

reliance on section 504.301 is misplaced because there is no provision in 

chapter 513C as amended that expressly limits the power of the IIHBRA 
15

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 amendments. 

The universities contended at oral argument that the insurance 

commissioner has the authority to sue for the IIHBRA, obviating the 

IIHBRA’s need to litigate on its own behalf. However, no 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 insurance commissioner to collect assessments from recalcitrant 

members of the IIHBRA, it could have said so in chapter 513C. It did 

not. 

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 

7See, 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 injunction against violators of the HMO Act). 

 
16

case, there 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 universities 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 governs 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 government. See State ex rel. Iowa 

Dep’t of Health v. Van Wyk, 320 N.W.2d 599, 602 (Iowa 1982) (“Under 

section [679A.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 in 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 board of 

chiropractic examiners and the Iowa Department of Health required 
17

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 Commission required arbitration).

If the legislature had intended to make the IIHBRA a board,

commission, or department, it presumably would 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 

8This 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. 1981 Iowa Acts 

ch. 202, § 19. The text of the statute was not altered. See id. 

9The thirty-one enumerated examples of a licensing board are the state board of 

engineering and land surveying examiners; the board of examiners of shorthand 

reporters; the accountancy examining board; the real estate commission; the board of 

architectural examiners; the board of landscape architectural examiners; the board of 

barbering; the board of chiropractic; the board of cosmetology arts and sciences; the 

dental board; the board of mortuary science; the board of medicine; the board of 

physician assistants; the board of nursing; the board of nursing home administrators; 

the board of optometry; the board of pharmacy; the board of physical 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 board of respiratory care and 

polysomnography; the board of athletic training; the board of massage therapy; the 

board of sign language interpreters and transliterators; the director of public health; the 

plumbing and mechanical systems board; and the department of public safety. Iowa 

Code § 272C.1(6). Additional boards created by enabling statutes include the real 

estate improvement district board of trustees and the Bushy Creek recreation area 

trails advisory board. Id. § 358C.13(1) (setting out the real estate improvement district

board of trustees); id. § 455A.8 (creating the Brushy Creek recreation area trails 

advisory board).

10The state administrative departments are the department of management; the 

department of administrative services; the department of revenue; the department of 

 
18

are expressly identified as a “department.” See, e.g., id. § 135.62(2) 

(creating the state health facilities council as a division of the department 

of health). The 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 the attorney general is hereby 

created . . . .”).11 The universities 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 IIHBRA 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 counsel, while the universities and other

state boards, commissions, and departments are represented by the Iowa 

inspections and appeals; the department of agriculture and land stewardship; the 

department of commerce; the economic development authority; the department of 

workforce development; the department of human services; the department of public 

health, the department of aging; the department of cultural affairs; the department of 

education; the department of corrections; the department of public safety; the 

department of public defense; the department of natural resources; the state 

department of transportation; the department of human rights; an agency headed by 

the state board of regents; the department for the blind; the department of veterans 

affairs; and the department of homeland security and emergency management. Iowa 

Code § 7E.5(1). 

11The legislature has also created the alcoholic beverages commission, the dairy 

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 state transportation commission . . . .”).

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Attorney General. The IIHBRA is funded by its assessments collected 

primarily from private sources. It does not receive appropriations or 

funding from the State treasury (except indirectly to the extent public 

entities pay assessments). 

Section 679A.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 internecine disputes to arbitration.

H.F. 594, 58th G.A., Reg. Sess., explanation (Iowa 1959). This case is 

not a dispute between two public entities with both sides represented by 

the attorney general at public expense—the recurring situation this 

statute was enacted to address. 

The universities 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 “the 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 

agency”); id. § 15E.204 (creating the agricultural industry finance 
20

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 the absence of such language in 

chapter 513C does not transform the IIHBRA into an administrative 

department, commission, or board of the state government. 

In their appellate brief, the universities raise for the first time a 

state constitutional challenge to any assessment against them under 

Iowa Code chapter 513C, as violating article VII, section 1 of the Iowa 

Constitution, which provides,

The credit of the State shall not, in any manner, be given or 

loaned to, or in aid of, any individual, association, or 

corporation; and the State 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 State. 

The universities, 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,

“The assessments at issue are redistributed to cover the losses of private 

insurance carriers. The Regents would thus become responsible for the 

debts of a corporation, which is constitutionally prohibited.” The 

universities neglected to cite our more recent decision in Star Equipment,

which rejected a challenge under article VII, section 1. 843 N.W.2d at 

462–63. Regardless, we decline to reach the universities’ constitutional 

challenge because they did not raise it in district court. “It is a 

fundamental doctrine of appellate review that issues must ordinarily be 
21

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 

universities 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 universities’ motion 

to dismiss. We remand this case for further proceedings consistent with 

this opinion.

DECISION OF COURT OF APPEALS VACATED; DISTRICT 

COURT ORDER REVERSED; CASE REMANDED.