reglab/housing_qa huggingface dataset:
IA Code § 501.501 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.501 - Issuance and transfer of interests.

501.501 Issuance and transfer of interests.   1. A cooperative may issue the number of interests of each class authorized by its articles. A cooperative may issue fractional interests. Interests may be represented by certificates or by entry on the cooperative’s interest record books.   2. A member shall not sell or otherwise transfer voting interests to any person. A member may be restricted or limited from selling or otherwise transferring any other class of interests of the cooperative as provided by the cooperative’s articles of association or bylaws or an agreement executed between the cooperative and the member.   3. A cooperative may acquire its own interests, and interests so acquired constitute authorized but unissued interests.  96 Acts, ch 1010, §30; 97 Acts, ch 16, §1; 98 Acts, ch 1152, §29, 69
IA Code § 501.502 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.502 - Termination of membership.

501.502 Termination of membership.   1. A membership shall terminate upon the death of the member.   2. The articles or bylaws may authorize the board to terminate a membership for any of the following reasons:   a. The member has attempted to transfer any interest to a person who is not a member and has not been approved for membership.   b. The member has failed to meet the member’s commitment to provide products to the cooperative or to buy the cooperative’s products.   c. The member is no longer an authorized person.   d. The member is no longer a farming entity.   3. A member’s right to vote at member meetings shall cease upon termination of the membership.   4. The cooperative shall redeem, without interest, the voting interest of a terminated member within one year after the termination of the membership for the fair market value of the interest. If the amount originally paid by the member for the voting interest was less than ten percent of the total amount the member paid for all classes of interests, the cooperative may redeem the voting interest for its issue price if the cooperative’s articles of association grant the cooperative this authority.   5. The cooperative shall redeem, without interest, all of the terminated member’s allocated patronage refunds and preferred interests originally issued as allocated patronage refunds for the issue price as follows:   a. If a terminated member’s current equity is less than two percent of the cooperative’s total members’ equity, the cooperative shall either redeem the terminated member’s equity within one year after the termination of the membership or redeem the terminated member’s equity in annual amounts of not less than twenty percent of the total amount provided that the entire amount must be redeemed within five years after the termination of the membership.   b. If a terminated member’s current equity equals or exceeds two percent of the cooperative’s total members’ equity, the cooperative shall redeem the terminated member’s equity in annual amounts of not less than fifteen percent of the total amount provided that the entire amount must be redeemed within seven years after the termination of the membership.  96 Acts, ch 1010, §31; 97 Acts, ch 16, §2; 98 Acts, ch 1152, §30 – 32, 69
IA Code § 501.503 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.503 - Distribution of net savings.

501.503 Distribution of net savings.   The board shall annually dispose of the cooperative’s earnings in excess of its operating expenses as follows:   1. If the articles authorize the payment of distributions on a class of interests, then the directors may declare a distribution pursuant to the articles. Distributions shall not exceed eight percent of the value of the interest in each fiscal year. The members may control the amount that is allocated under this subsection.   2. To provide a reasonable reserve for depreciation, obsolescence, bad debts, or contingent losses or expenses. The members may control the amount that is allocated under this subsection.   3. To increase the cooperative’s retained savings to the extent determined by the board to be necessary based on its evaluation of the future needs and the competitive position of the cooperative.   4. The cooperative shall have an unconditional binding obligation to distribute to the members all remaining net savings as determined under the United States Internal Revenue Code. These net savings shall be allocated to each member in proportion to the business the member did with the cooperative during the preceding fiscal year. The net savings may be separately calculated for two or more categories of business, and allocated to the members on the basis of business done within each of these categories. Net savings shall be distributed in the form of cash or interests, or a combination of cash and interests, as determined by the board.  96 Acts, ch 1010, §32; 98 Acts, ch 1152, §33, 69
IA Code § 501.601 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.601 - Existing associations.

501.601 Existing associations.   1. As used in this section:   a. “Dissenting member” means a voting member who votes in opposition to the plan of conversion and who makes a demand for payment as provided in this section not later than the deadline for members to vote to approve the plan of conversion.   b. “Issue price” means the amount paid for an interest in the association or the value stated in a notice of allocation of patronage refunds.   2. An association organized under chapter 497, 498, or 499 may adopt this chapter pursuant to the following procedures:   a. The board must adopt a plan of conversion that specifies the changes in the articles to comply with this chapter, the effect of the conversion on the association’s outstanding members’ equity, and the option or options available to the equity holders who do not want to continue their investment in the association.   b. The members must approve the plan of conversion by a vote of two-thirds of the votes cast in which vote a majority of all votes are cast.   3. a. The cooperative shall redeem all of the members’ equity held by dissenting members at its issue price within one year after the conversion to this chapter is effective.   b. An equity holder who is not a voting member shall have the same rights as a dissenting member if the equity holder makes a demand for payment pursuant to paragraph “a” not later than the deadline for members to vote to approve the plan of conversion.   c. The association shall notify all equity holders of their rights pursuant to paragraph “a” at the same time the association notifies the members of the member meeting to vote on the plan of conversion.  96 Acts, ch 1010, §33; 2011 Acts, ch 23, §11 – 13; 2012 Acts, ch 1023, §75  Referred to in §501.101
IA Code § 501.603 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.603 - Sale of assets.

501.603 Sale of assets.   1. A cooperative may, on the terms and conditions and for the consideration determined by the board, mortgage, pledge, or otherwise encumber any or all of its property.   2. A cooperative may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, on the terms and conditions and for the consideration determined by the board, which consideration may include the interests of another cooperative, if the board recommends the proposed transaction to the members, and the members approve it by a vote of two-thirds of the votes cast in which vote a majority of all votes are cast. The board may condition its submission of the proposed transaction on any basis.  96 Acts, ch 1010, §35; 98 Acts, ch 1152, §34, 69; 2011 Acts, ch 23, §14; 2012 Acts, ch 1023, §76
IA Code § 501.611 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.611 - Definitions.

501.611 Definitions.   When used in this part, unless the context otherwise requires:   1. “Consolidation” means the uniting of two or more cooperatives organized under this chapter into one cooperative organized under this chapter, in such manner that a new cooperative is formed, and the new cooperative absorbs the others, which cease to exist as separate entities.   2. “Dissenting member” means a voting member who votes in opposition to the plan of merger or consolidation and who makes a demand for payment of the fair value under section 501.615.   3. “Fair value” means the cash price that would be paid by a willing buyer to a willing seller, neither being under any compulsion to buy or sell.   4. “Issue price” means the amount paid for an interest in the old cooperative or the amount stated in a notice of allocation of patronage distributions.   5. “Merger” means the uniting of two or more cooperatives organized under this chapter into one cooperative organized under this chapter, in such manner that one of the merging associations continues to exist and absorbs the others, which cease to exist as entities. “Merger” does not include the acquisition, by purchase or otherwise, of the assets of one cooperative by another, unless the acquisition only becomes effective by the filing of articles of merger by the cooperatives and the issuance of a certificate of merger pursuant to sections 501.617 and 501.618.   6. “New cooperative” is the cooperative resulting from the consolidation of two or more cooperatives organized under this chapter.   7. “Old cooperative” means the cooperative in which the member owns or owned a membership prior to merger or consolidation.   8. “Surviving cooperative” is the cooperative resulting from the merger of two or more cooperatives organized under this chapter.  98 Acts, ch 1152, §35, 69
IA Code § 501.612 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.612 - Merger.

501.612 Merger.   Any two or more cooperatives may merge into one cooperative in the manner provided in this section. The board of directors of each cooperative shall, by resolution adopted by a majority vote of all members of each board, approve a plan of merger which shall set forth all of the following:   1. The names of the cooperatives proposing to merge and the name of the surviving cooperative.   2. The terms and conditions of the proposed merger.   3. A statement of any changes in the articles of association of the surviving cooperative.   4. Other provisions deemed necessary or desirable.  98 Acts, ch 1152, §36, 69  Merger with other business entities; §501A.1101 – 501A.1103
IA Code § 501.613 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.613 - Consolidation.

501.613 Consolidation.   Any two or more cooperatives may be consolidated into a new cooperative as provided in this section. The board of directors of each cooperative shall, by resolution adopted by a majority vote of all members of each board, approve a plan of consolidation setting forth:   1. The names of the cooperatives proposing to consolidate and the name of the new cooperative.   2. The terms and conditions of the proposed consolidation.   3. With respect to the new cooperative, all of the statements required to be set forth in articles of association for cooperatives.   4. Other provisions deemed necessary or desirable.  98 Acts, ch 1152, §37, 69  Consolidation with other business entities; §501A.1101
IA Code § 501.614 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.614 - Vote of members.

501.614 Vote of members.   1. The board of directors of a cooperative, upon approving a plan of merger or consolidation, 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. Written notice shall be given not less than twenty days prior to the meeting, either personally or by mail, to each voting member 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 if two-thirds of the members vote affirmatively and a majority of all voting members participate in the voting.  98 Acts, ch 1152, §38, 69; 2011 Acts, ch 23, §15; 2012 Acts, ch 1023, §77
IA Code § 501.615 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.615 - Objection of members — purchase of interests upon demand.

501.615 Objection of members — purchase of interests upon demand.   1. If a member of a cooperative which is a party to a merger or consolidation files with the cooperative, 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, within twenty days after the merger or consolidation is approved by the other members, makes written demand on the surviving or new cooperative for payment of the fair value of that member’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 cooperative shall pay to the member, upon surrender of that person’s certificate of membership or interests in the cooperative, the fair value of that person’s interest as provided in section 501.616. A member 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 does business with the surviving or new cooperative before payment has been made for that person’s membership, the dissenting member is deemed to have consented to the merger or consolidation and to have waived all further rights as a dissenting member.  98 Acts, ch 1152, §39, 69  Referred to in §501.611
IA Code § 501.617 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.617 - Articles of merger or consolidation.

501.617 Articles of merger or consolidation.   1. Upon approval, articles of merger or articles of consolidation shall be executed by each cooperative as provided in section 501.105. The articles must include the following:   a. The plan of merger or the plan of consolidation.   b. As to each cooperative, the number of members.   c. As to each cooperative, the number of members 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 cooperative, or to its representative.  98 Acts, ch 1152, §41, 69; 2012 Acts, ch 1023, §157  Referred to in §501.611
IA Code § 501.619 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.619 - Abandonment before filing.

501.619 Abandonment before filing.   At any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions set forth in the plan of merger or consolidation.  98 Acts, ch 1152, §43, 69
IA Code § 501.701 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.701 - Records.

501.701 Records.   1. A cooperative shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the cooperative.   2. A cooperative shall maintain appropriate accounting records.   3. A cooperative or its agent shall maintain a record of its interest holders in a form that permits preparation of a list of the names and addresses of all interest holders in alphabetical order by class of interests showing the number and class of interests held by each.   4. A cooperative shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.   5. A cooperative shall keep a copy of the following records:   a. Its articles or restated articles of association and all amendments to them currently in effect.   b. Its bylaws or restated bylaws and all amendments to them currently in effect.   c. Resolutions adopted by its board of directors creating one or more classes or series of interests, and fixing their relative rights, preferences, and limitations, if the interests issued pursuant to those resolutions are outstanding.   d. The minutes of all members’ meetings, and records of all action taken by members without a meeting, for the past three years.   e. All written communications to interest holders generally within the past three years, including the financial statements furnished for the past three years under section 501.711.   f. A list of the names and business addresses of its current directors and officers.   g. Its most recent biennial report delivered to the secretary of state under section 501.713.  98 Acts, ch 1152, §44, 69; 99 Acts, ch 96, §42; 2000 Acts, ch 1022, §13  Referred to in §501.702
IA Code § 501.702 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.702 - Inspection of records by interest holders.

501.702 Inspection of records by interest holders.   1. An interest holder of a cooperative is entitled to inspect and copy, during regular business hours at the cooperative’s principal office, any of the records of the cooperative described in section 501.701, subsection 5, if the interest holder gives the cooperative written notice of the interest holder’s demand at least five business days before the date on which the interest holder wishes to inspect and copy.   2. An interest holder of a cooperative is entitled to inspect and copy, during regular business hours at a reasonable location specified by the cooperative, any of the following records of the cooperative if the interest holder meets the requirements of subsection 3 and gives the cooperative written notice of the interest holder’s demand at least five business days before the date on which the interest holder wishes to inspect and copy any of the following:   a. Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the cooperative, minutes of any meeting of the members, and records of action taken by the members or board of directors without a meeting, to the extent not subject to inspection under subsection 1 of this section.   b. Accounting records of the cooperative.   c. The record of interest holders.   3. An interest holder may inspect and copy the records described in subsection 2 only if:   a. The interest holder’s demand is made in good faith and for a proper purpose.   b. The interest holder describes with reasonable particularity the interest holder’s purpose and the records the interest holder desires to inspect.   c. The records are directly connected with the interest holder’s purpose.   4. The right of inspection granted by this section shall not be abolished or limited by a cooperative’s articles of association or bylaws.   5. This section does not affect either of the following:   a. The right of a member to obtain information under section 501.304 or the right of an interest holder to obtain information, if the interest holder is in litigation with the cooperative, to the same extent as any other litigant.   b. The power of a court, independently of this chapter, to compel the production of cooperative records for examination.  98 Acts, ch 1152, §45, 69; 99 Acts, ch 96, §43  Referred to in §501.703, 501.704
IA Code § 501.703 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.703 - Scope of inspection right.

501.703 Scope of inspection right.   1. An interest holder’s agent or attorney has the same inspection and copying rights as the interest holder the agent or attorney represents.   2. The right to copy records under section 501.702 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other technological means.   3. The cooperative may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the interest holder. The charge shall not exceed the estimated cost of production or reproduction of the records.   4. The cooperative may comply with an interest holder’s demand to inspect the record of interest holders under section 501.702, subsection 2, paragraph “c”, by providing the interest holder with a list of its interest holders that was compiled no earlier than the date of the interest holder’s demand.  98 Acts, ch 1152, §46, 69
IA Code § 501.704 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.704 - Court-ordered inspection.

501.704 Court-ordered inspection.   1. If a cooperative does not allow an interest holder who complies with section 501.702, subsection 1, to inspect and copy any records required by that subsection to be available for inspection, the district court of the county where the cooperative’s principal office or, if none in this state, its registered office is located may summarily order inspection and copying of the records demanded at the cooperative’s expense upon application of the interest holder.   2. If a cooperative does not within a reasonable time allow an interest holder to inspect and copy any other records, the interest holder who complies with section 501.702, subsections 2 and 3, may apply to the district court in the county where the cooperative’s principal office or, if not in this state, its registered office is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.   3. If the court orders inspection and copying of the records demanded, it shall also order the cooperative to pay the interest holder’s costs, including reasonable counsel fees, incurred to obtain the order unless the cooperative proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the interest holder to inspect the records demanded.   4. If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding interest holder.  98 Acts, ch 1152, §47, 69
IA Code § 501.711 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.711 - Financial statements for interest holders.

501.711 Financial statements for interest holders.   A cooperative shall prepare annual financial statements, which may be consolidated or combined statements of the cooperative and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year and an income statement for that year. Upon written request from an interest holder, a cooperative, at its expense, shall furnish to that interest holder the financial statements requested. If the annual financial statements are reported upon by a public accountant, the report must accompany the financial statements.  98 Acts, ch 1152, §48, 69  Referred to in §501.701