reglab/housing_qa huggingface dataset:
IA Code § 501.712 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.712 - Other reports to interest holders.

501.712 Other reports to interest holders.   1. If a cooperative indemnifies or advances expenses to a director under sections 501.412 through 501.415 in connection with a proceeding by or in the right of the cooperative, the cooperative shall report the indemnification or advance in writing to the members with or before the notice of the next members’ meeting.   2. If a cooperative issues or authorizes the issuance of interests for promissory notes or for promises to render services in the future, the cooperative shall report in writing to the members the number of interests authorized or issued, and the consideration received by the cooperative, with or before the notice of the next members’ meeting.  98 Acts, ch 1152, §49, 69
IA Code § 501.713 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.713 - Biennial report for secretary of state.

501.713 Biennial report for secretary of state.   1. Each cooperative authorized to transact business in this state shall deliver to the secretary of state for filing a biennial report that sets forth all of the following:   a. The name of the cooperative.   b. The address of its registered office and the name of its registered agent at that office in this state, together with the consent of any new registered agent.   c. The address of its principal office.   d. The names and addresses of the president, secretary, treasurer, and one member of the board of directors.   2. Information in the biennial report must be current as of the first day of January of the year in which the report is due. The report shall be executed on behalf of the cooperative and signed as provided in section 501.105 or by any other person authorized by the board of directors of the cooperative.   3. The first biennial report shall be delivered to the secretary of state between January 1 and April 1 of the first even-numbered year following the calendar year in which a cooperative was organized. Subsequent biennial reports must be delivered to the secretary of state between January 1 and April 1 of the following even-numbered calendar years. A filing fee for the biennial report shall be determined by the secretary of state.   4. If a biennial report does not contain the information required by this section, the secretary of state shall promptly notify the reporting cooperative in writing and return the report to the cooperative for correction.   5. The secretary of state may provide for the change of registered office or registered agent on the form prescribed by the secretary of state for the biennial report, provided that the form contains the information required in section 501.106. If the secretary of state determines that a biennial report does not contain the information required by this section but otherwise meets the requirements of section 501.106 for the purpose of changing the registered office or registered agent, the secretary of state shall file the statement of change of registered office or registered agent, effective as provided in section 501.105, before returning the biennial report to the cooperative as provided in this section. A statement of change of registered office or agent pursuant to this subsection shall be executed by a person authorized to execute the biennial report.  98 Acts, ch 1152, §50, 69; 99 Acts, ch 96, §44; 2000 Acts, ch 1022, §14, 15  Referred to in §501.701, 501.811
IA Code § 501.801 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.801 - Dissolution by organizers or initial directors.

501.801 Dissolution by organizers or initial directors.   A majority of the organizers or initial directors of a cooperative that has not issued interests or has not commenced business may dissolve the cooperative by delivering to the secretary of state for filing articles of dissolution that set forth all of the following:   1. The name of the cooperative.   2. The date of its organization.   3. Either of the following:   a. That none of the cooperative’s interests have been issued.   b. That the cooperative has not commenced business.   4. That no debt of the cooperative remains unpaid.   5. That the net assets of the cooperative remaining after winding up have been distributed in accordance with this chapter and the articles of association of the cooperative.   6. That a majority of the organizers or initial directors authorized the dissolution.  98 Acts, ch 1152, §51, 69
IA Code § 501.802 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.802 - Dissolution by board of directors and members.

501.802 Dissolution by board of directors and members.   1. A cooperative’s board of directors may propose dissolution for submission to the members.   2. For a proposal to dissolve to be adopted both of the following must apply:   a. The board of directors must recommend dissolution to the members unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members.   b. The members entitled to vote must approve the proposal to dissolve as provided in subsection 5.   3. The board of directors may condition its submission of the proposal for dissolution on any basis.   4. The cooperative shall notify each member of a meeting to consider dissolution in accordance with section 501.302. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the cooperative.   5. Unless the articles of association or the board of directors acting pursuant to subsection 3 require a greater vote or a vote by voting groups, the proposal to dissolve must be approved by a majority of all the votes entitled to be cast on that proposal in order to be adopted.  98 Acts, ch 1152, §52, 69
IA Code § 501.803 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.803 - Articles of dissolution.

501.803 Articles of dissolution.   1. At any time after dissolution is authorized, the cooperative may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth all of the following:   a. The name of the cooperative.   b. The date dissolution was authorized.   c. If dissolution was approved by the members, both of the following:   (1) The number of votes entitled to be cast on the proposal to dissolve.   (2) Either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval.   2. A cooperative is dissolved upon the effective date of its articles of dissolution.  98 Acts, ch 1152, §53, 69  Referred to in §501.804
IA Code § 501.804 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.804 - Revocation of dissolution.

501.804 Revocation of dissolution.   1. A cooperative may revoke its dissolution within one hundred twenty days of the effective date of the dissolution.   2. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without member action.   3. After the revocation of dissolution is authorized, the cooperative may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth all of the following:   a. The name of the cooperative.   b. The effective date of the dissolution that was revoked.   c. The date that the revocation of dissolution was authorized.   d. If the cooperative’s board of directors or organizers revoked the dissolution, a statement to that effect.   e. If the cooperative’s board of directors revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization.   f. If member action was required to revoke the dissolution, the information required by section 501.803, subsection 1, paragraph “c”.   4. Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.   5. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution as if the dissolution had never occurred.  98 Acts, ch 1152, §54, 69
IA Code § 501.805 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.805 - Effect of dissolution.

501.805 Effect of dissolution.   1. A dissolved cooperative continues its existence but shall not carry on any business except that appropriate to wind up and liquidate its business and affairs, including any of the following:   a. Collecting its assets.   b. Disposing of its properties that will not be distributed in kind in accordance with this chapter and the cooperative’s articles of association.   c. Discharging or making provision for discharging its liabilities.   d. Distributing its remaining property in accordance with this chapter and the cooperative’s articles of association.   e. Doing every other act necessary to wind up and liquidate its business and affairs.   2. Dissolution of a cooperative does not do any of the following:   a. Transfer title to the cooperative’s property.   b. Prevent transfer of its interests, although the authorization to dissolve may provide for closing the cooperative’s interest transfer records.   c. Subject its directors or officers to standards of conduct different from those prescribed in section 501.406.   d. Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws.   e. Prevent commencement of a proceeding by or against the cooperative in its name.   f. Abate or suspend a proceeding pending by or against the cooperative on the effective date of dissolution.   g. Terminate the authority of the registered agent of the cooperative.  98 Acts, ch 1152, §55, 69  Referred to in §501.812, 501.824
IA Code § 501.806 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.806 - Distribution of assets.

501.806 Distribution of assets.   Upon the cooperative’s dissolution, the cooperative’s assets shall first be used to pay expenses necessary to carry out the dissolution and liquidation of assets, then be used to pay the cooperative’s obligations other than the payment of deferred patronage or interests issued as deferred patronage, and the remainder shall be paid in the manner set forth in the cooperative’s articles of association.  98 Acts, ch 1152, §56, 69
IA Code § 501.807 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.807 - Known claims against dissolved cooperative.

501.807 Known claims against dissolved cooperative.   1. A dissolved cooperative may dispose of the known claims against it by following the procedure described in this section.   2. The dissolved cooperative shall notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice must do all of the following:   a. Describe information that must be included in a claim.   b. Provide a mailing address where a claim may be sent.   c. State the deadline, which shall not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved cooperative must receive the claim.   d. State that the claim will be barred if not received by the deadline.   3. A claim against the dissolved cooperative is barred if either of the following occur:   a. A claimant who was given written notice under subsection 2 does not deliver the claim to the dissolved cooperative by the deadline.   b. A claimant whose claim was rejected by the dissolved cooperative does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.   4. For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.  98 Acts, ch 1152, §57, 69  Referred to in §501.808, 501.812, 501.824
IA Code § 501.808 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.808 - Unknown claims against dissolved cooperative.

501.808 Unknown claims against dissolved cooperative.   1. A dissolved cooperative may also publish notice of its dissolution and request that persons with claims against the cooperative present them in accordance with the notice.   2. The notice must meet all of the following requirements:   a. Be published one time in a newspaper of general circulation in the county where the dissolved cooperative’s principal office or, if not in this state, its registered office is or was last located.   b. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent.   c. State that a claim against the cooperative will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice.   3. If the dissolved cooperative publishes a newspaper notice in accordance with subsection 2, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved cooperative within five years after the publication date of the newspaper notice:   a. A claimant who did not receive written notice under section 501.807.   b. A claimant whose claim was timely sent to the dissolved cooperative but not acted on.   c. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.   4. A claim may be enforced under this section in either of the following ways:   a. Against the dissolved cooperative, to the extent of its undistributed assets.   b. If the assets have been distributed in liquidation, against an interest holder of the dissolved cooperative to the extent of the interest holder’s pro rata share of the claim or the cooperative assets distributed to the interest holder in liquidation, whichever is less, but an interest holder’s total liability for all claims under this section shall not exceed the total amount of assets distributed to the interest holder in liquidation.  98 Acts, ch 1152, §58, 69  Referred to in §501.812, 501.824
IA Code § 501.811 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.811 - Grounds for administrative dissolution.

501.811 Grounds for administrative dissolution.   The secretary of state may commence a proceeding under section 501.812 to administratively dissolve a cooperative if any of the following apply:   1. The cooperative has not delivered a biennial report to the secretary of state in a form that meets the requirements of section 501.713, within sixty days after it is due, or has not paid the filing fee as determined by the secretary of state, within sixty days after it is due.   2. The cooperative is without a registered agent or registered office in this state for sixty days or more.   3. The cooperative does not notify the secretary of state within sixty days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.   4. The cooperative’s period of duration stated in its articles of association expires.  98 Acts, ch 1152, §59, 69; 2000 Acts, ch 1022, §16  Referred to in §501.812
IA Code § 501.812 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.812 - Procedure for and effect of administrative dissolution.

501.812 Procedure for and effect of administrative dissolution.   1. If the secretary of state determines that one or more grounds exist under section 501.811 for dissolving a cooperative, the secretary of state shall serve the cooperative with written notice of the secretary of state’s determination under section 501.106.   2. If the cooperative does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice is perfected under section 501.106, the secretary of state shall administratively dissolve the cooperative by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the cooperative under section 501.106.   3. A cooperative administratively dissolved continues its existence but shall not carry on any business except that necessary to wind up and liquidate its business and affairs under section 501.805 and notify claimants under sections 501.807 and 501.808.   4. The administrative dissolution of a cooperative does not terminate the authority of its registered agent.   5. The secretary of state’s administrative dissolution of a cooperative pursuant to this section appoints the secretary of state the cooperative’s agent for service of process in any proceeding based on a cause of action which arose during the time the cooperative was authorized to transact business in this state. Service of process on the secretary of state under this subsection is service on the cooperative. Upon receipt of process, the secretary of state shall serve a copy of the process on the cooperative as provided in section 501.106. This subsection does not preclude service on the cooperative’s registered agent, if any.  98 Acts, ch 1152, §60, 69  Referred to in §501.104, 501.811, 501.813
IA Code § 501.813 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.813 - Reinstatement following administrative dissolution.

501.813 Reinstatement following administrative dissolution.   1. A cooperative administratively dissolved under section 501.812 may apply to the secretary of state for reinstatement at any time after the effective date of dissolution. The application must meet all of the following requirements:   a. Recite the name of the cooperative at its date of dissolution and the effective date of its administrative dissolution.   b. State that the ground or grounds for dissolution have been eliminated.   c. If the application is received more than five years after the effective date of the cooperative’s dissolution, state a name that satisfies the requirements of section 501.104.   d. State the federal tax identification number of the cooperative.   2. a. The secretary of state shall refer the federal tax identification number contained in the application for reinstatement to the department of workforce development. The department of workforce development shall report to the secretary of state the tax status of the cooperative. If the department reports to the secretary of state that a filing delinquency or liability exists against the cooperative, the secretary of state shall not cancel the certificate of dissolution until the filing delinquency or liability is satisfied.   b. (1) If the secretary of state determines that the application contains the information required by subsection 1, and that a delinquency or liability reported pursuant to paragraph “a” has been satisfied, and that the information is correct, the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state’s determination and the effective date of reinstatement, file the document, and deliver a copy to the cooperative under section 501.106.   (2) If the name of the cooperative as provided in subsection 1, paragraph “c”, is different than the name in subsection 1, paragraph “a”, the certificate of reinstatement shall constitute an amendment to the articles of association insofar as it pertains to the name. A cooperative shall not relinquish the right to retain its name if the reinstatement is effective within five years of the effective date of the cooperative’s dissolution.   3. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution as if the administrative dissolution had never occurred.  98 Acts, ch 1152, §61, 69; 2003 Acts, ch 145, §286; 2006 Acts, ch 1089, §43 – 45; 2010 Acts, ch 1040, §4; 2020 Acts, ch 1118, §26  Subsection 2, paragraph a amended
IA Code § 501.814 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.814 - Appeal from denial of reinstatement.

501.814 Appeal from denial of reinstatement.   1. If the secretary of state denies a cooperative’s application for reinstatement following administrative dissolution, the secretary of state shall serve the cooperative under section 501.106 with a written notice that explains the reason or reasons for denial.   2. The cooperative may appeal the denial of reinstatement to the district court within thirty days after service of the notice of denial is perfected. The cooperative appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state’s certificate of dissolution, the cooperative’s application for reinstatement, and the secretary of state’s notice of denial.   3. The court may summarily order the secretary of state to reinstate the dissolved cooperative or may take other action the court considers appropriate.   4. The court’s final decision may be appealed as in other civil proceedings.  98 Acts, ch 1152, §62, 69
IA Code § 501.821 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501 - CLOSED COOPERATIVES|Section 501.821 - Grounds for judicial dissolution.

501.821 Grounds for judicial dissolution.   The district court may dissolve a cooperative in any of the following ways:   1. A proceeding by the attorney general, if it is established that either of the following apply:   a. The cooperative obtained its articles of association through fraud.   b. The cooperative has continued to exceed or abuse the authority conferred upon it by law.   2. A proceeding by a member if it is established that any of the following conditions exist:   a. The directors are deadlocked in the management of the cooperative’s affairs, the members are unable to break the deadlock, and either irreparable injury to the cooperative is threatened or being suffered, or the business and affairs of the cooperative can no longer be conducted to the advantage of the interest holders generally, because of the deadlock.   b. The directors or those in control of the cooperative have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent.   c. The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired.   d. The cooperative’s assets are being misapplied or wasted.   3. A proceeding by a creditor if it is established that either of the following apply:   a. The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the cooperative is insolvent.   b. The cooperative has admitted in writing that the creditor’s claim is due and owing and the cooperative is insolvent.   4. A proceeding by the cooperative to have its voluntary dissolution continued under court supervision.  98 Acts, ch 1152, §63, 69  Referred to in §501.822, 501.824