reglab/housing_qa huggingface dataset:
IA Code § 501A.708 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.708 - Action of board of directors.

501A.708 Action of board of directors.   1. Except as provided in subsection 2, the board shall only take action at a duly held meeting by the affirmative vote of any of the following:   a. A majority of directors present at the meeting.   b. A majority of the directors’ voting power present at the meeting.   2. The articles or bylaws may require the affirmative vote of a larger vote than provided in subsection 1. If the articles or bylaws require a larger vote than is required by this chapter for a particular action, the articles or bylaws control.  2005 Acts, ch 135, §42
IA Code § 501A.709 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.709 - Action without a meeting.

501A.709 Action without a meeting.   1. Method. An action required or permitted to be taken at a board meeting may be taken by written action signed by all of the directors. 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 that would be required to take the same action at a meeting of the board at which all directors were present.   2. Effective time. The written action is effective when signed by the required number of directors, unless a different effective time is provided in the written action.   3. Notice and liability. When written action is permitted to be taken by less than all directors, all directors must be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action has no liability for the action or actions taken by the written action.  2005 Acts, ch 135, §43
IA Code § 501A.710 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.710 - Audit committee.

501A.710 Audit committee.   The board shall establish an audit committee to review the financial information and accounting report of the cooperative. The cooperative shall have the financial information audited for presentation to the members unless the cooperative’s bylaws allow financial statements that are not audited and the financial statements clearly state that they are not audited and the difference between the financial statements and audited financial statements that are prepared according to generally accepted accounting procedures. The directors shall elect members to the audit committee. The audit committee shall ensure an independent review of the cooperative’s finances and audit.  2005 Acts, ch 135, §44
IA Code § 501A.711 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.711 - Committees.

501A.711 Committees.   1. Generally. A resolution approved by the affirmative vote of a majority of the board may establish committees having the authority of the board in the management of the business of the cooperative only to the extent provided in the resolution. Committees may include a special litigation committee consisting of one or more independent directors or other independent persons to consider legal rights or remedies of the cooperative and whether those rights and remedies should be pursued. Committees other than special litigation committees are subject at all times to the direction and control of the board.   2. Membership. Committee members must be natural persons. Unless the articles or bylaws provide for a different membership or manner of appointment, a committee consists of one or more persons, who need not be directors, appointed by affirmative vote of a majority of the directors present.   3. Procedure. The procedures for meetings of the board apply to committees and members of committees to the same extent as those sections apply to the board and individual directors.   4. Minutes. Minutes, if any, of committee meetings must be made available upon request to members of the committee and to any director.   5. Standard of conduct. The establishment of, delegation of authority to, and action by a committee does not alone constitute compliance by a director with the standard of conduct set forth in section 501A.712.   6. Committee members considered directors. Committee members are considered to be directors for purposes of sections 501A.712, 501A.713, and 501A.715.  2005 Acts, ch 135, §45
IA Code § 501A.712 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.712 - Standard of conduct.

501A.712 Standard of conduct.   1. Standard and liability. 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 an ordinarily prudent person in a like position would exercise under similar circumstances. A person who so performs those duties is not liable by reason of being or having been a director of the cooperative.   2. Reliance.   a. A director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:   (1) One or more officers or employees of the cooperative whom the director reasonably believes to be liable and competent in the matters presented.   (2) Counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person’s professional or expert competence.   (3) A committee of the board upon which the director does not serve, duly established by the board, as to matters within its designated authority, if the director reasonably believes the committee to merit confidence.   b. Paragraph “a” does not apply to a director who has knowledge concerning the matter in question that makes the reliance otherwise permitted by paragraph “a” unwarranted.   3. Presumption of assent and dissent. A director who is present at a meeting of the board when an action is approved by the affirmative vote of a majority of the directors present is presumed to have assented to the action approved, unless any of the following applies:   a. The director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting after the objection, in which case the director is not considered to be present at the meeting for any purpose of this chapter.   b. The director votes against the action at the meeting.   c. The director is prohibited by a conflict of interest from voting on the action.   4. Considerations. In discharging the duties of the position of director, a director may, in considering the best interests of the cooperative, consider the interests of the cooperative’s employees, customers, suppliers, and creditors, the economy of the state, and long-term as well as short-term interests of the cooperative and its patron members, including the possibility that these interests may be best served by the continued independence of the cooperative.  2005 Acts, ch 135, §46  Referred to in §501A.711
IA Code § 501A.714 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.714 - Limitation of liability of directors, officers, employees, members, and volunteers.

501A.714 Limitation of liability of directors, officers, employees, members, and volunteers.   Except as otherwise provided in this chapter, a director, officer, employee, or member of the cooperative is not liable for the cooperative’s debts or obligations, and a director, officer, member, or other volunteer is not personally liable in that capacity for a claim based upon any action taken, or any failure to take action in the discharge of the person’s duties, except for the amount of a financial benefit received by the person to which the person is not entitled, an intentional infliction of harm to the cooperative or its members or patrons, or an intentional violation of criminal law.  2005 Acts, ch 135, §48  Referred to in §501A.715
IA Code § 501A.716 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.716 - Officers.

501A.716 Officers.   1. Required officers.   a. The board shall elect all of the following:   (1) A chairperson.   (2) One or more vice chairpersons.   b. The board shall elect or appoint all of the following:   (1) A records officer.   (2) A financial officer.   c. The officers, other than the chief executive officer, shall not have the authority to bind the cooperative except as authorized by the board.   2. Additional officers. The board may elect additional officers as the articles or bylaws authorize or require.   3. Records officer and financial officer may be combined. The offices of records officer and financial officer may be combined.   4. Officers that must be members. The chairperson and first vice chairperson shall be directors and members. The financial officer, records officer, and additional officers need not be directors or members.   5. Chief executive officer. The board may employ a chief executive officer to manage the day-to-day affairs and business of the cooperative, and if a chief executive officer is employed, the chief executive officer shall have the authority to implement the functions, duties, and obligations of the cooperative except as restricted by the board. The chief executive officer shall not exercise authority reserved to the board or the members under this chapter, the articles, or the bylaws.  2005 Acts, ch 135, §50
IA Code § 501A.802 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.802 - Member liability.

501A.802 Member liability.   A member is not, merely on the account of that status, personally liable for the acts, debts, liabilities, or obligations of a cooperative. A member is liable for any unpaid subscription for the membership interest, unpaid membership fees, or a debt for which the member has separately contracted with the cooperative.  2005 Acts, ch 135, §52  See also §501A.714
IA Code § 501A.803 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.803 - Regular members’ meetings.

501A.803 Regular members’ meetings.   1. Annual meeting. Regular members’ meetings shall be held annually at a time determined by the board, unless otherwise provided for in the bylaws.   2. Location. The regular members’ meeting shall be held at the principal place of business of the cooperative or at another conveniently located place as determined by the bylaws or the board.   3. Business and fiscal reports. The officers shall submit reports to the members at the regular members’ meeting covering the business of the cooperative for the previous fiscal year that show the condition of the cooperative at the close of the fiscal year.   4. Election of directors. All directors shall be elected at the regular members’ meeting for the terms of office prescribed in the bylaws, except for directors elected at district or unit meetings.   5. Notice.   a. The cooperative shall give notice of regular members’ meetings by mailing the regular members’ meeting notice to each member at the members’ last known post office address or by other notification approved by the board and agreed to by the members. The regular members’ meeting notice shall be published or otherwise given by approved method at least two weeks before the date of the meeting or mailed at least fifteen days before the date of the meeting.   b. The notice shall contain a summary of any bylaw amendments adopted by the board since the last annual meeting.   6. Waiver and objections. A member may waive notice of a meeting of members. A waiver of notice by a member entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a member at a meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item cannot lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.  2005 Acts, ch 135, §53
IA Code § 501A.804 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.804 - Special members’ meetings.

501A.804 Special members’ meetings.   1. Calling meeting. Special members’ meetings of the members may be called by any of the following:   a. A majority vote of the board.   b. The written petition of at least twenty percent of the patron members and, if authorized by the articles or bylaws, twenty percent of the nonpatron members, twenty percent of all members, or members representing twenty percent of the membership interests collectively submitted to the chairperson.   2. Notice. The cooperative shall give notice of a special members’ meeting by mailing the special members’ meeting notice to each member personally at the person’s last known post office address, or by another process determined by the board if the member is to vote by an alternative voting method as approved by the board and agreed to by the member individually or the members generally. For a member that is an entity, the notice mailed, or delivered by another process for vote by an alternative voting method, shall be to an officer of the entity. The special members’ meeting notice shall state the time, place, and purpose of the special members’ meeting. The special members’ meeting notice shall be issued within ten days from and after the date of the presentation of a members’ petition, and the special members’ meeting shall be held within thirty days after the date of the presentation of the members’ petition.   3. Waiver and objections. A member may waive notice of a meeting of members. A waiver of notice by a member entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a member at a meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item cannot lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.  2005 Acts, ch 135, §54; 2011 Acts, ch 23, §20
IA Code § 501A.805 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.805 - Certification of meeting notice.

501A.805 Certification of meeting notice.   1. Certificate of mailing. After mailing special or regular members’ meeting notices or otherwise delivering the notices, the cooperative shall execute a certificate containing the date of mailing or delivery of the notice and a statement that the special or regular members’ meeting notices were mailed or delivered as prescribed by law.   2. Matter of record. The certificate shall be made a part of the record of the meeting.   3. Failure to receive meeting notice. Failure of a member to receive a special or regular members’ meeting notice does not invalidate an action taken by the members at a members’ meeting.  2005 Acts, ch 135, §55
IA Code § 501A.806 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.806 - Quorum.

501A.806 Quorum.   1. Quorum. The quorum for a members’ meeting to transact business shall be by any of the following:   a. Ten percent of the total number of members of a cooperative with five hundred or fewer members.   b. Fifty members for cooperatives with more than five hundred members.   2. Quorum for voting by mail. In determining a quorum at a meeting, on a question submitted to a vote by mail or by an alternative voting method, members present in person or represented by mail vote or the alternative voting method shall be counted. The attendance of a sufficient number of members to constitute a quorum shall be established by a registration of the members of the cooperative present at the meeting. The registration shall be verified by the chairperson or the records officer of the cooperative and shall be reported in the minutes of the meeting.   3. Meeting action invalid without quorum. An action by a cooperative is not valid or legal in the absence of a quorum at the meeting at which the action was taken.  2005 Acts, ch 135, §56; 2011 Acts, ch 23, §21  Referred to in §501A.808
IA Code § 501A.808 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.808 - Action of members.

501A.808 Action of members.   1. Action by affirmative vote of members.   a. The members shall take action by the affirmative vote of the members of the greater of any of the following:   (1) A majority of the voting power of the membership interests present and entitled to vote on that item of business.   (2) A majority of the voting power that would constitute a quorum for the transaction of business at the meeting, except where this chapter, the articles or bylaws, or a member control agreement requires a larger proportion.   b. If the articles, bylaws, or a member control agreement require a larger proportion than is required by this chapter for a particular action, the articles, bylaws, or the member control agreement shall have control over the provisions of this chapter.   2. Class or series of membership interests. In any case where a class or series of membership interests is entitled by this chapter, the articles, bylaws, a member control agreement, or the terms of the membership interests to vote as a class or series, the matter being voted upon must also receive the affirmative vote of the owners of the same proportion of the membership interests present of that class or series; or of the total outstanding membership interests of that class or series, as the proportion required under subsection 1, unless the articles, bylaws, or the member control agreement requires a larger proportion. Unless otherwise stated in the articles, bylaws, or a member control agreement, in the case of voting as a class or series, the minimum percentage of the total voting power of membership interests of the class or series that must be present is equal to the minimum percentage of all membership interests entitled to vote required to be present under section 501A.806.   3. Greater quorum or voting requirements.   a. The articles or bylaws adopted by the members may provide for a greater quorum or voting requirement for members or voting groups than is provided for by this chapter.   b. An amendment to the articles or bylaws that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.  2005 Acts, ch 135, §58; 2006 Acts, ch 1030, §57
IA Code § 501A.809 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.809 - Action without a meeting.

501A.809 Action without a meeting.   1. Method. An action required or permitted to be taken at a meeting of the members may be taken by written action signed, or consented to by authenticated electronic communication, by all of the members. If the articles, bylaws, or a member control agreement 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 that would be required to take the same action at a meeting of the members at which all members were present.   2. Effective time. The written action is effective when signed or consented to by authenticated electronic communication by the required members, unless a different effective time is provided in the written action.   3. Notice and liability. When written action is permitted to be taken by less than all members, all members must be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A member who does not sign or consent to the written action has no liability for the action or actions taken by the written action.  2005 Acts, ch 135, §59
IA Code § 501A.811 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.811 - Patron member voting based on patronage.

501A.811 Patron member voting based on patronage.   1. Patron members to have an additional vote. A cooperative may authorize by the articles or the bylaws for patron members to have an additional vote for all of the following:   a. A stipulated amount of business transacted between the patron member and cooperative.   b. A stipulated number of patron members in a member cooperative.   c. A certain stipulated amount of equity allocated to or held by a patron member in the cooperative’s central organization.   d. A combination of methods provided in this subsection.   2. Delegates elected by patrons to have an additional vote. A cooperative that is organized into units or districts of patron members may, by the articles or the bylaws, authorize the delegates elected by its patron members to have an additional vote for any of the following:   a. A stipulated amount of business transacted between the patron members in the units or districts and the cooperative.   b. A certain stipulated amount of equity allocated to or held by the patron members of the units or districts of the cooperative.   c. A combination of methods in this subsection.  2005 Acts, ch 135, §61  Referred to in §501A.810
IA Code § 501A.812 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.812 - Voting rights.

501A.812 Voting rights.   1. Determination. The board may fix a date not more than sixty days, or a shorter time period provided in the articles or bylaws, before the date of a meeting of members as the date for the determination of the owners of membership interests entitled to notice of and entitled to vote at the meeting. When a date is so fixed, only members on that date are entitled to notice of and permitted to vote at that meeting of members.   2. Nonmembers. The articles or bylaws may give or prescribe the manner of giving a creditor, security holder, or other person a right to vote on patron membership interests under this section.   3. Jointly owned membership interests. Membership interests owned by two or more members may be voted by any one of them unless the cooperative receives written notice from any one of them denying the authority of that person to vote those membership interests.   4. Manner of voting and presumption. Except as provided in subsection 3, an owner of a nonpatron membership interest or a patron membership interest with more than one vote that is entitled to vote may vote any portion of the membership interest in any way the member chooses. If a member votes without designating the proportion voted in a particular way, the member is considered to have voted all of the membership interest in that way.  2005 Acts, ch 135, §62