reglab/housing_qa huggingface dataset:
IA Code § 499.47C (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.47C - Sale or other disposition of assets in exchange for common stock.

499.47C Sale or other disposition of assets in exchange for common stock.   1. In addition to the requirements of section 499.47B, in any case where a cooperative association issues its common stock or membership, or subscriptions for common stock or membership, or both, as a part or all of the consideration for the sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of another cooperative association, the issuance of such common stock or membership, or subscriptions for common stock or membership, or both, shall be authorized by the issuing cooperative association in the following manner:   a. The board of directors shall adopt a resolution recommending the issuance of the common stock or membership, or subscriptions for common stock or membership, or both, and directing the submission thereof to a vote at a meeting of the membership, which may be either an annual or special meeting.   b. Written or printed notice shall be given to each member of record entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings to members, and, whether the meeting be an annual or a special meeting, shall state that the purpose, or one of the purposes of the meeting, is to consider the proposed issuance of common stock or membership, or subscriptions for common stock or membership, or both, as consideration for all or a part of the property and assets of the other cooperative association.   c. At the meeting the membership may authorize the issuance and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the property and assets to be received as consideration. Such authorization shall be approved if a majority of the voting members present vote in the affirmative.   d. After such authorization by a vote of members, the board of directors nevertheless, in its discretion, may abandon the issuance, without further action or approval by the members.   2. If a cooperative association, in connection with its acquisition of property or assets of another cooperative association, agrees to solicit common stock or membership, or subscriptions for common stock or membership to the members of the cooperative association selling such property or assets, the agreement shall not itself constitute the issuance of common stock or membership, or subscriptions for common stock or membership as described in this section. This section shall not apply to a merger as defined in section 499.61.  87 Acts, ch 88, §3; 2012 Acts, ch 1023, §157
IA Code § 499.47D (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.47D - Consideration of acquisition proposals — community interests.

499.47D Consideration of acquisition proposals — community interests.   1. A director, in determining what is in the best interest of the association when considering a tender offer or proposal of acquisition, proposal of merger, proposal of consolidation, or similar proposal, may, in addition to consideration of the effects of any action on the association and its members, consider any or all of the community interest factors described in section 499.36A.   2. If on the basis of the community interest factors described in section 499.36A, the board of directors determines that a tender offer or proposal to acquire, merge, or consolidate the association or any similar proposal is not in the best interest of the association, it may reject the tender offer or proposal. If the board of directors rejects any such tender offer or proposal, the board of directors has no obligation to facilitate, to remove any barriers to, or to refrain from impeding the tender offer or proposal. Consideration of any or all of the community interest factors is not a violation of the business judgment rule or of any duty of the director to the members, or a group of members, even if the director reasonably determines that a community interest factor or factors outweigh the financial or other benefits to the association or a member or group of members.  2008 Acts, ch 1141, §5
IA Code § 499.48 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.48 - Distribution in liquidation.

499.48 Distribution in liquidation.   1. On dissolution or liquidation, the assets of the association shall be used to pay liquidation expenses first, next the association’s obligations other than patronage dividends or patronage dividend certificates which it has issued, and the remainder shall be distributed in the following priority:   a. To pay to each person the full amount originally paid by that person in cash for stock or other equity interest in the association.   b. To pay to each person in proportion to the total of each person’s revolving fund, stock, or other equity interest in the association remaining after the payment under paragraph “a”.   2. In applying subsection 1, paragraphs “a” and “b”, all classes of stock, all revolving funds, and all other equity interests in the association shall be treated equally based on their stated values. However, an association may establish its own method of distributing the assets remaining, after paying liquidation expenses and obligations other than patronage dividends or patronage dividend certificates which it has issued, in articles of incorporation adopted, amended, or restated after July 1, 1986.  [C35, §8512-g48; C39, §8512.48; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.48]  86 Acts, ch 1196, §6; 2012 Acts, ch 1023, §92
IA Code § 499.49 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.49 - Biennial report.

499.49 Biennial report.   Section 504.1613 applies to a cooperative organized under this chapter in the same manner as that section applies to a corporation organized under chapter 504. In addition to the information required to be set forth in the biennial report under section 504.1613, the cooperative shall also set forth the number of members of the cooperative, the percentage of the cooperative’s business done with or for its own members during each of the fiscal or calendar years of the preceding two-year period, the percentage of the cooperative’s business done with or for each class of nonmembers specified in section 499.3, and any other information deemed necessary by the secretary of state to advise the secretary whether the cooperative is actually functioning as a cooperative.  [C35, §8512-g49; C39, §8512.49; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.49]  93 Acts, ch 126, §17; 97 Acts, ch 171, §31; 2004 Acts, ch 1049, §186, 191, 192  Referred to in §499.43A, 499.43B, 499.76
IA Code § 499.50 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.50 - Notice of delinquent reports.

499.50 Notice of delinquent reports. Repealed by 97 Acts, ch 171, §49.
IA Code § 499.53 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.53 - Quo warranto.

499.53 Quo warranto.   The right of an association to exist or continue under this chapter may be inquired into by the attorney general, but not otherwise. If from its biennial report or otherwise, the secretary of state is informed that it is not functioning as a cooperative, the secretary shall so notify the attorney general who, if the attorney general finds reasonable cause so to believe, shall bring action to oust it and wind up its affairs.  [C35, §8512-g53; C39, §8512.53; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.53]  2000 Acts, ch 1022, §9
IA Code § 499.54 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.54 - Foreign associations.

499.54 Foreign associations.   1. Any foreign corporation organized under generally similar laws of any other state shall be admitted to do business in Iowa upon compliance with the general laws relating to foreign corporations and payment of the same fees as would be required under section 490.122 if the foreign cooperative corporation is a foreign corporation for profit seeking authority to transact business in Iowa under chapter 490. Upon the secretary of state being satisfied that the foreign corporation is so organized and has so complied, the secretary shall issue a certificate authorizing the foreign corporation to do business in Iowa.   2. Such a foreign corporation thus admitted shall be entitled to all remedies provided in this chapter, and to enforce all contracts theretofore or thereafter made by the foreign corporation which any association might make under this chapter.   3. If such a foreign corporation amends its articles it shall forthwith file a copy of the amendment with the secretary of state, certified by the secretary or other proper official of the state under whose laws it is formed, and shall pay the fees prescribed for amendments by section 490.122. Foreign corporations shall also file statements and pay fees otherwise prescribed by section 490.122.  [C35, §8512-g54; C39, §8512.54; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.54]  93 Acts, ch 126, §18; 2018 Acts, ch 1041, §127  Referred to in §499.4, 501.104
IA Code § 499.55 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.55 - Individual exemptions applicable.

499.55 Individual exemptions applicable.   All exemptions or privileges applying to agricultural products in the possession or control of the individual producer shall apply to such products in the possession or control of any association which have been delivered to it by its members.  [C35, §8512-g55; C39, §8512.55; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.55]
IA Code § 499.56 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.56 - Conflicting laws.

499.56 Conflicting laws.   Any law conflicting with any part of this chapter shall be construed as not applicable to associations formed hereunder.  [C35, §8512-g56; C39, §8512.56; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.56]
IA Code § 499.57 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.57 - State powers.

499.57 State powers.   The state reserves the right to modify, amend or repeal this chapter, or any part hereof, and to cancel, modify, repeal or extend any grant, power, permit or franchise obtained or secured under this chapter, at any future time.  [C35, §8512-g57; C39, §8512.57; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.57]
IA Code § 499.58 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.58 - Limitation of promotion expense.

499.58 Limitation of promotion expense. Repealed by 92 Acts, ch 1147, §5.
IA Code § 499.59 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.59 - Personal liability.

499.59 Personal liability.   Except as otherwise provided in this chapter, a director, officer, employee, or member of the association is not liable on the association’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 on the association or its members, or an intentional violation of criminal law.  87 Acts, ch 212, §8; 88 Acts, ch 1134, §93; 2003 Acts, ch 66, §14
IA Code § 499.59A (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.59A - Indemnification.

499.59A Indemnification.   A cooperative association operating under this chapter may indemnify any present or former director, officer, employee, member, or volunteer in the manner and in the instances authorized in sections 490.850 through 490.859, provided that where sections 490.850 through 490.859 provide for action by shareholders the sections are applicable to action by voting members of the cooperative association, and where sections 490.850 through 490.859 refer to the corporation organized under chapter 490 the sections are applicable to the cooperative association organized under this chapter, and where sections 490.850 through 490.859 refer to the director the sections are applicable to a director, officer, employee, member, or volunteer of the cooperative association organized under this chapter.  88 Acts, ch 1170, §8; 94 Acts, ch 1023, §65; 2002 Acts, ch 1154, §106, 125
IA Code § 499.60 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.60 - Chapters inapplicable.

499.60 Chapters inapplicable.   The provisions of chapters 497 and 498 are hereby declared inoperative as to corporations chartered from and after July 4, 1935, but said chapters shall continue in force and effect as to corporations organized or operating thereunder prior to July 4, 1935, so long as any such corporations elect to operate under or renew their charters under said chapters.  [C35, §8512-g61; C39, §8512.60; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.60]
IA Code § 499.61 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.61 - Definitions.

499.61 Definitions.   When used in this subchapter, unless the context otherwise requires:   1. “Consolidation” means the uniting of two or more cooperative associations into one cooperative association, in such manner that a new cooperative association is formed, and the new cooperative association absorbs the others, which cease to exist as separate entities.   2. “Merger” means the uniting of two or more cooperative associations into one cooperative association, in such manner that one of the merging associations retains its corporate existence and absorbs the others, which cease to exist as corporate entities. “Merger” does not include the acquisition, by purchase or otherwise, of the assets of one cooperative association by another, unless the acquisition only becomes effective by the filing of articles of merger by the associations and the issuance of a certificate of merger pursuant to sections 499.67 and 499.68.   3. “New association” is the cooperative association resulting from the consolidation of two or more cooperative associations.   4. “Qualified corporation” means a corporation organized and existing under chapter 490, which is structured and operated on a cooperative basis pursuant to 26 U.S.C. §1381(a)(2) and which meets the definitional requirements of an association as provided in 12 U.S.C. §1141j(a) or 7 U.S.C. §291.   5. “Qualified merger” means the uniting of one or more cooperative associations with one or more qualified corporations to form one cooperative association or qualified corporation, in such a manner that one entity participating in the merger continues to exist and absorbs the others, with the others ceasing to exist as cooperative or corporate entities.   6. “Qualified survivor” means the cooperative association or qualified corporation which continues to exist after a qualified merger.   7. “Surviving association” is the cooperative association resulting from the merger of two or more cooperative associations.  [C71, 73, 75, 77, 79, 81, §499.61]  87 Acts, ch 88, §4; 97 Acts, ch 17, §7; 2014 Acts, ch 1026, §143  Referred to in §499.47C
IA Code § 499.62 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.62 - Merger.

499.62 Merger.   1. Any two or more cooperative associations may merge into one cooperative association in the manner provided in this section.   2. The board of directors of each cooperative association shall, by resolution adopted by a majority vote of all members of each board, approve a plan of merger which shall set forth:   a. The names of the cooperative associations proposing to merge and the name of the surviving association.   b. The terms and conditions of the proposed merger.   c. A statement of any changes in the articles of incorporation of the surviving association.   d. Other provisions deemed necessary or desirable.  [C71, 73, 75, 77, 79, 81, §499.62]  2012 Acts, ch 1023, §93  Merger with other business entities; §501A.1101 – 501A.1103
IA Code § 499.63 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.63 - Consolidation.

499.63 Consolidation.   1. Any two or more cooperative associations may be consolidated into a new cooperative association in the manner provided in this section.   2. The board of directors of each cooperative association shall, by resolution adopted by a majority vote of all members of each board, approve a plan of consolidation setting forth:   a. The names of the cooperative associations proposing to consolidate and the name of the new association.   b. The terms and conditions of the proposed consolidation.   c. With respect to the new association, all of the statements required to be set forth in articles of incorporation for cooperative associations.   d. Other provisions deemed necessary or desirable.  [C71, 73, 75, 77, 79, 81, §499.63]  2012 Acts, ch 1023, §94  Consolidation with other business entities; §501A.1101
IA Code § 499.64 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.64 - Vote of members.

499.64 Vote of members.   1. The board of directors of a cooperative association, upon recommending a plan of merger or consolidation be approved by the members, shall, by motion or resolution, direct that the plan be submitted to a vote at a meeting of members, which may be either an annual or special meeting. The board of directors may condition its recommendation and submission of a plan of merger or consolidation to the members for approval under this section on any basis. Written notice shall be given not less than twenty days prior to the meeting, either personally or by mail to each voting member and shareholder of record. The notice shall state the time, place, and purpose of the meeting, and a summary of the plan of merger or consolidation shall be included in or enclosed with the notice.   2. At the meeting, a vote of the members who are entitled to vote in the affairs of the association shall be taken on the proposed plan of merger or consolidation. The plan of merger or consolidation shall be approved as follows:   a. Except as provided in paragraph “b”, the proposed plan of merger or consolidation must be approved by a two-thirds vote of the members in which vote a majority of all voting members participate.   b. (1) If the cooperative association’s articles of incorporation require approval by more than two-thirds of its members in which vote a majority of all voting members participate, the proposed plan of merger or consolidation must be approved by the greater number as provided in the articles of incorporation.   (2) If the board of directors adopts additional conditions for the approval of the plan of merger or consolidation as provided in subsection 1, the additional conditions must be satisfied in order for the plan of merger or consolidation to be approved.  [C71, 73, 75, 77, 79, 81, §499.64]  97 Acts, ch 17, §8; 2008 Acts, ch 1141, §6; 2011 Acts, ch 23, §6; 2012 Acts, ch 1023, §71, 72
IA Code § 499.65 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.65 - Objection of members — purchase of shares upon demand.

499.65 Objection of members — purchase of shares upon demand.   1. If a voting member or voting shareholder of a cooperative association which is a party to a merger or consolidation files with the cooperative association, prior to or at the meeting of members at which the plan is submitted to a vote, a written objection to the plan of merger or consolidation, and votes in opposition to the plan, and the member or shareholder, within twenty days after the merger or consolidation is approved by the other members, makes written demand on the surviving or new association for payment of the fair value of that member’s or shareholder’s interest as of the day prior to the date on which the vote was taken approving the merger or consolidation, the surviving or new association shall pay to the member or shareholder, upon surrender of that person’s certificate of membership or shares of stock, the fair value of that person’s interest as provided in section 499.66. A member or shareholder who fails to make demand within the twenty-day period is conclusively presumed to have consented to the merger or consolidation and is bound by its terms.   2. In the event that a dissenting member or shareholder does business with the surviving or new association before payment has been made for that person’s membership or stock, the dissenting member or shareholder is deemed to have consented to the merger or consolidation and to have waived all further rights as a dissenting member or shareholder.  [C71, 73, 75, 77, 79, 81, §499.65]  86 Acts, ch 1196, §7; 92 Acts, ch 1147, §2; 2018 Acts, ch 1041, §127  Referred to in §499.66
IA Code § 499.67 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.67 - Articles of merger or consolidation.

499.67 Articles of merger or consolidation.   1. Upon approval, articles of merger or articles of consolidation shall be executed by each cooperative association as provided in section 499.44. The articles must include the following:   a. The plan of merger or the plan of consolidation.   b. As to each cooperative association, the number of individuals or cooperative associations entitled to vote.   c. As to each cooperative association, the number of individuals or cooperative associations who voted for and against the plan at the meeting called for that purpose.   2. The articles of merger or articles of consolidation shall be delivered to the secretary of state for filing.   3. The secretary of state, upon the filing of articles of merger or articles of consolidation, shall issue a certificate of merger or a certificate of consolidation, and send the certificate to the surviving or new association, or to its representative.  [C71, 73, 75, 77, 79, 81, §499.67]  90 Acts, ch 1164, §8, 9; 94 Acts, ch 1055, §14; 2012 Acts, ch 1023, §157  Referred to in §499.61