reglab/housing_qa huggingface dataset:
IA Code § 499.32 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.32 - Patronage dividends of subscribers.

499.32 Patronage dividends of subscribers.   Patronage dividends to subscribers whose stock or membership is not fully paid in cash shall be applied toward such payment until it is completed. If the articles or bylaws so provide, subscriptions not fully paid within two years may be canceled and all payments or patronage dividends thereon forfeited.  [C35, §8512-g32; C39, §8512.32; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.32]  Referred to in §499.16
IA Code § 499.33 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.33 - Use of revolving fund.

499.33 Use of revolving fund.   1. The directors may use a revolving fund to pay the obligations or add to the capital of the association or retire its preferred stock. In that event the deferred patronage dividends credited to members constitute a charge on the revolving fund, on future additions to the revolving fund, and on the corporate assets, subordinate to existing or future creditors and preferred stockholders. Except as otherwise provided in subsection 2, deferred patronage dividends for any year have priority over those for subsequent years.   2. a. Prior to other payments of deferred patronage dividends or redemption of preferred stock held by members, the directors of a cooperative association, other than a cooperative association which is a public utility as defined in section 476.1, shall pay local deferred patronage dividends and redeem local deferred patronage preferred stock of deceased natural persons who were members, and may pay deferred patronage dividends or may redeem preferred stock of deceased natural persons who were members or of members who become ineligible, without reference to the order of priority.   b. The directors of a cooperative association which is a public utility as defined in section 476.1 may pay deferred patronage dividends and redeem preferred stock of deceased natural persons who were members, and may pay all other deferred patronage dividends or redeem preferred stock of members without reference to priority.   3. Payment of deferred patronage dividends or the redemption of preferred stock shall be carried out to the extent and in the manner specified in the bylaws of the association.  [C35, §8512-g33; C39, §8512.33; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.33]  86 Acts, ch 1196, §4; 95 Acts, ch 106, §2  Referred to in §499.30, 499.35
IA Code § 499.34 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.34 - Patronage dividend certificates.

499.34 Patronage dividend certificates.   If its articles or bylaws so provide, an association may issue transferable or nontransferable certificates for deferred patronage dividends.  [C35, §8512-g34; C39, §8512.34; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.34]  Referred to in §499.35
IA Code § 499.35 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.35 - Time of payment.

499.35 Time of payment.   Credits or certificates referred to in sections 499.33 and 499.34 shall not mature until the dissolution or liquidation of the association, but shall be callable by the association at any time in the order of priority specified in section 499.33.  [C35, §8512-g35; C39, §8512.35; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.35]
IA Code § 499.36A (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.36A - Standards of conduct for directors.

499.36A Standards of conduct for directors.   1. 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 association, and with the care that a person in a like position would reasonably believe appropriate under similar circumstances. A person who so performs those duties is not liable by reason of being or having been a director of the association.   2. 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 association whom the director reasonably believes to be reliable and competent in the matters presented.   (2) Legal 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 that paragraph unwarranted.   3. 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. In discharging the duties of a director, the director may, in addition to consideration of the effects of any action on the association and its members, consider any or all of the following community interest factors:   a. The effects of the action on the association’s employees, suppliers, creditors, and customers.   b. The interests of and effects on communities and the cooperative system in which the association and its members operate.   c. The long-term as well as short-term interests of the association and its members, including the possibility that these interests may be best served by the continued independence of the association.  2008 Acts, ch 1141, §1; 2009 Acts, ch 133, §166  Referred to in §499.37A, 499.47D
IA Code § 499.37 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.37 - Officers.

499.37 Officers.   1. The board of directors of the association shall select the association’s officers as provided in its articles of incorporation or bylaws, and shall fill vacancies in such offices. The articles of incorporation or bylaws shall delegate to an officer the responsibility for all of the following:   a. Preparing minutes of meetings of the directors and the shareholders.   b. Authenticating the association’s records.   2. Unless the association’s articles of incorporation or bylaws otherwise provide, the association’s officers shall serve for annual terms beginning at the close of the first regular meeting of members in each year.  [C35, §8512-g37; C39, §8512.37; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.37]  2003 Acts, ch 66, §13
IA Code § 499.37A (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.37A - Standards of conduct for officers.

499.37A Standards of conduct for officers.   1. An officer, when performing in such capacity, shall act in conformity with all of the following:   a. In good faith.   b. With the care that a person in a like position would reasonably exercise under similar circumstances.   c. In a manner the officer reasonably believes to be in the best interests of the association.   2. In discharging the officer’s duties, an officer who does not have knowledge that makes such reliance unwarranted is entitled to rely on any of the following:   a. The performance of properly delegated responsibilities by one or more employees of the association whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated.   b. Information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more employees of the association whom the officer reasonably believes to be reliable and competent in the matters presented.   c. Legal counsel, public accountants, or other persons retained by the association as to matters involving skills or expertise the officer reasonably believes are matters within the particular person’s professional or expert competence or as to which the particular person merits confidence.   3. An officer shall not be liable as an officer to the association or its members for any decision to take or not to take action, or any failure to take any action, if the duties of the officer are performed in compliance with this section. Whether an officer who does not comply with this section is liable depends in such instance on applicable law, including those principles of section 499.36A that have relevance.  2008 Acts, ch 1141, §2
IA Code § 499.38 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.38 - Removal of officers and directors.

499.38 Removal of officers and directors.   At any meeting called for that purpose, any officer or director may be removed by vote of a majority of all voting members of the association. A director chosen under section 499.36, subsection 5, may likewise be removed by vote of a majority of all members in the director’s district.  [C35, §8512-g38; C39, §8512.38; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.38]
IA Code § 499.39 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.39 - Referendum.

499.39 Referendum.   If provided for in the articles of incorporation, any action of directors shall, on demand of one-third of the directors made and recorded at the same meeting, be referred to a regular or special meeting of members called for such purpose. Such action shall stand until and unless annulled by a majority of the votes cast at such meeting, which vote shall not impair rights of third parties previously acquired.  [C35, §8512-g39; C39, §8512.39; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.39]
IA Code § 499.40 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.40 - Articles.

499.40 Articles.   Articles of incorporation must be signed and acknowledged by each incorporator. They may deal with any fiscal or internal affair of the association or any subject hereof in any manner not inconsistent with this chapter. All articles must state in the English language:   1. The name of the association, which must include the word “cooperative”; and the address of its principal office.   2. The purposes for which it is formed, and a statement that it is organized under this chapter.   3. Its duration, which may be perpetual.   4. The name, occupation and post office address of each incorporator.   5. The following information regarding the directors:   a. Their number.   b. Whether there is a fixed number or a variable range as provided in section 499.36. If a variable range is established, the information shall include the minimum and maximum number.   c. Their qualifications.   d. Their terms of office.   e. How they shall be chosen and removed from office.   6. Who are eligible for membership, how members shall be admitted and membership lost, how earnings shall be distributed among members, how assets shall be distributed in liquidation, and, in addition, either:   a. That the association shall have capital stock; the classes, par value and authorized number of shares of each class thereof; how shares shall be issued and paid for; and what rights, limitations, conditions and restrictions pertain to the stock, which shall be alike as to all stock of the same class; or   b. That the association shall have no capital stock, and what limitations, conditions, restrictions and rights pertain to membership; and if the rights are unequal, the rules respecting them shall be specifically stated.   7. The date of the first regular meeting of members.   8. The name and street address of the association’s initial registered agent.  [C35, §8512-g40; C39, §8512.40; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.40]  93 Acts, ch 126, §15; 97 Acts, ch 17, §6  Referred to in §499.42
IA Code § 499.41 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.41 - Amendments.

499.41 Amendments.   1. Notwithstanding the provisions of the articles of incorporation of any association pertaining to amendment thereto now in effect, any association may amend its articles of incorporation by a vote of sixty-six and two-thirds percent of the members present, or voting by mailed ballot or alternative voting method, and having voting privileges, at any annual meeting or any special meeting called for that purpose, provided that at least ten days before said annual meeting or special meeting a copy of the proposed amendment or summary thereof be sent to all members having voting rights; or said articles of incorporation may be amended in accordance with the amendment requirements contained in the articles or bylaws of said association that are adopted subsequent to July 4, 1963, or are in effect on or after July 4, 1964, provided said amendment requirements in the articles or bylaws are not less than established in this section.   2. Amendments shall be executed and filed as provided in section 499.44.  [C35, §8512-g41; C39, §8512.41; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.41]  90 Acts, ch 1164, §3; 2011 Acts, ch 23, §3  Referred to in §499.42, 499.43A, 499.43B
IA Code § 499.41A (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.41A - Greater voting or quorum requirements.

499.41A Greater voting or quorum requirements.   An amendment to the articles of incorporation of an association that adds, changes, or deletes a greater voting or quorum requirement by the members than required by this chapter must be adopted by the voting or quorum requirements then in effect or proposed to be adopted, whichever is greater.  2008 Acts, ch 1141, §3
IA Code § 499.42 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.42 - Renewal.

499.42 Renewal.   1. An association may extend its duration perpetually, or for any definite time, by resolution adopted by a majority of all its members, or any different vote for which the articles may provide, at a meeting called for that purpose and held before its original expiration.   2. Unless the association has meanwhile wound up, its duration may be extended in like manner within three years after its original expiration, with the same effect as if done prior thereto, by a vote of two-thirds of all its members.   3. The resolution must state the name of the association, its original expiration date, and for how long thereafter its duration is extended, and must also adopt, and designate officers to execute, renewal articles of incorporation containing the things required in section 499.40.   4. The renewal articles shall be executed and filed as required by section 499.41. Renewal shall not relieve the association from fees, charges, or penalties which may have accrued against it.  [C35, §8512-g42; C39, §8512.42; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.42]  90 Acts, ch 1164, §4; 2018 Acts, ch 1041, §127
IA Code § 499.43 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.43 - Existing corporations — option.

499.43 Existing corporations — option. Repealed by  2006 Acts, ch 1062, §2, 3  . See §499.43A.
IA Code § 499.43B (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.43B - Existing cooperatives organized under chapter 490 or 491 — option.

499.43B Existing cooperatives organized under chapter 490 or 491 — option.   A cooperative association organized under chapter 490 or 491 may elect to be governed by and to comply with the provisions of this chapter. The election shall be governed by the following procedures:   1. The board of directors and shareholders must adopt a resolution reciting that the cooperative association elects to be governed by and to comply with this chapter. The cooperative association, to the extent necessary, shall change its name to comply with the provisions of this chapter. The resolution shall be adopted according to the same procedures as provided in section 499.41. Upon the adoption of the resolution, the cooperative association shall execute an instrument on forms prescribed by the secretary of state. The instrument must be signed by the president and secretary and verified by one of the officers signing the instrument. The instrument shall include all of the following:   a. The name of the cooperative association, before and after this election.   b. A description of each resolution adopted by the cooperative association pursuant to this section, including the date each resolution was adopted.   2. The instrument shall be filed with the secretary of state. The cooperative association shall amend its articles of incorporation pursuant to section 499.41 to comply with the provisions of this chapter. The secretary of state shall not file the instrument unless the cooperative association is in compliance with the provisions of the chapter in which it was organized at the time of filing. A cooperative association shall file a biennial report which is due pursuant to section 499.49. Upon filing the instrument with the secretary, all of the following shall apply:   a. The cooperative association shall be deemed to be organized under this chapter and the provisions of this chapter shall apply to the cooperative association.   b. The secretary of state shall issue a certificate to the cooperative association acknowledging that it is deemed to be organized under this chapter.   3. The application of this chapter to the cooperative association does not affect a right accrued or established, or liability or penalty incurred pursuant to the chapter in which the cooperative association was formally organized, prior to the filing of the instrument with the secretary of state.  2003 Acts, ch 59, §1
IA Code § 499.45 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.45 - Fees.

499.45 Fees.   1. A fee of twenty dollars shall be paid to the secretary of state upon filing articles of incorporation, amendments, or renewals.   2. Except as provided in this section, the association shall pay the fees prescribed by section 490.122 when the documents described in that section are delivered to the secretary of state for filing.  [C35, §8512-g45; C39, §8512.45; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.45]  93 Acts, ch 126, §16; 94 Acts, ch 1107, §30; 97 Acts, ch 171, §30; 2019 Acts, ch 24, §104
IA Code § 499.46 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.46 - Bylaws.

499.46 Bylaws.   The directors, by a vote of seventy-five percent of the directors, may adopt, alter, amend, or repeal bylaws for the association, which shall remain in force until altered, amended, or repealed by a vote of seventy-five percent of the members present or represented having voting privileges, at any annual meeting or special meeting of the membership, provided that at least ten days’ prior written notice of the impending membership vote has been mailed to all members of the association with a copy or summary of the proposed adoption, alteration, amendment, or repeal of the bylaws. Proposals by members to adopt, alter, amend, or repeal bylaws by vote of the membership shall be presented to the association’s registered office for mailing to the membership by the association at least twenty days prior to the meeting at which the proposed change is to be considered. Bylaws shall be kept by the secretary subject to inspection by any member at any time. Bylaws may deal with the fiscal or internal affairs of the association or any subject of this chapter in any manner not inconsistent with this chapter or the articles.  [C35, §8512-g46; C39, §8512.46; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.46]  96 Acts, ch 1115, §3
IA Code § 499.47 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.47 - Dissolution.

499.47 Dissolution.   1. An association whose duration has expired, or which is sooner dissolved by voluntary act of its members, shall continue to exist for the purpose of winding up its affairs until its complete liquidation under subsection 3 hereof.   2. An association may be dissolved by two-thirds of all votes cast at any meeting called for that purpose at which a majority of all voting members vote.   3. Upon the expiration or voluntary dissolution of an association, the members shall designate three of their number as trustees to replace the officers and directors and wind up its affairs. The trustees shall have all the powers of the board, including the power to sell and convey real or personal property and execute conveyances. Within the time fixed in their designation, or any extension of that time, the trustees shall liquidate the association’s assets, pay its debts and expenses, and distribute remaining funds among the members. Upon distribution of remaining assets the association shall stand dissolved and cease to exist. The trustees shall make and sign a report of the dissolution. The report shall be filed with the secretary of state.   4. The trustees and their successors in office shall be chosen, and the time for their action fixed and extended, by a majority of all votes cast at any meeting called for such purpose.  [C35, §8512-g47; C39, §8512.47; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.47]  90 Acts, ch 1164, §7; 2007 Acts, ch 23, §5; 2007 Acts, ch 215, §254
IA Code § 499.47A (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 499 - COOPERATIVE ASSOCIATIONS|Section 499.47A - Sale or other disposition of assets in regular course of business and mortgage or pledge of assets.

499.47A Sale or other disposition of assets in regular course of business and mortgage or pledge of assets.   The sale, lease, exchange, or other disposition of the property and assets of a cooperative association, when made in the usual and regular course of the business of the cooperative association, and the mortgage or pledge of any or all of the property and assets of the cooperative association, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any other corporation or cooperative association, domestic or foreign, as authorized by its board of directors; and in such case no authorization or consent of the members shall be required.  87 Acts, ch 88, §1