reglab/housing_qa huggingface dataset:
IA Code § 501A.813 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.813 - Voting by organizations and legal representatives.

501A.813 Voting by organizations and legal representatives.   1. Membership interests held by another organization. Membership interests of a cooperative reflected in the required records as being owned by another domestic business entity or foreign business entity may be voted by the chairperson, chief executive officer, or another legal representative of that organization.   2. Membership interests held by subsidiary. Except as provided in subsection 3, membership interests of a cooperative reflected in the required records as being owned by a subsidiary are not entitled to be voted on any matter.   3. Membership interests controlled in a fiduciary capacity. Membership interests of a cooperative in the name of, or under the control of, the cooperative or a subsidiary in a fiduciary capacity are not entitled to be voted on any matter, except to the extent that the settler or beneficiary possesses and exercises a right to vote or gives the cooperative or, with respect to membership interests in the name of or under control of a subsidiary, the subsidiary, binding instructions on how to vote the membership interests.   4. Voting by certain representatives. Subject to section 501A.810, membership interests under the control of a person in a capacity as a personal representative, an administrator, executor, guardian, conservator, or the like may be voted by the person, either in person or by proxy, without reflecting in the required records those membership interests in the name of the person.   5. Voting by trustees in bankruptcy or receiver. Membership interests reflected in the required records in the name of a trustee in bankruptcy or a receiver may be voted by the trustee or receiver either in person or by proxy. Membership interests under the control of a trustee in bankruptcy or a receiver may be voted by the trustee or receiver without reflecting in the required records the name of the trustee or receiver, if authority to do so is contained in an appropriate order of the court by which the trustee or receiver was appointed. The right to vote of trustees in bankruptcy and receivers is subject to section 501A.810.   6. Membership interests held by other organizations. Membership interests reflected in the required records in the name of a business entity not described in subsections 1 through 5 may be voted either in person or by proxy by the legal representative of that business entity.   7. Grant of security interest. The grant of a security interest in a membership interest does not entitle the holders of the security interest to vote.  2005 Acts, ch 135, §63
IA Code § 501A.815 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.815 - Sale of property and assets.

501A.815 Sale of property and assets.   1. Member approval not required. A cooperative may, by affirmative vote of a majority of the board present, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board considers expedient and without member approval, do any of the following:   a. Sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the usual and regular course of its business.   b. Grant a security interest in all or substantially all of its property and assets whether or not in the usual and regular course of its business.   c. Transfer any or all of its property to a business entity all the ownership interests of which are owned by the cooperative.   d. For purposes of debt financing, transfer any or all of its property to a special purpose entity owned or controlled by the cooperative for an asset securitization.   2. Member approval required. Except as provided in subsection 1, a cooperative, by affirmative vote of a majority of the board present, may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets, including its goodwill, not in the usual and regular course of its business, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board considers expedient, when approved at a regular or special meeting of the members by the affirmative vote of two-thirds of the voting power voting at the meeting. Ten days’ written notice of the meeting must be given to all members whether or not they are entitled to vote at the meeting. The written notice must state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the cooperative.   3. Confirmatory documents. Confirmatory deeds, assignments, or similar instruments to evidence a sale, lease, transfer, or other disposition may be signed and delivered at any time in the name of the transferor by its current chairperson of the board or authorized agents.   4. Liability of transferee. The transferee is liable for the debts, obligations, and liabilities of the transferor only to the extent provided in the contract or agreement between the transferee and the transferor or to the extent provided by law.  2005 Acts, ch 135, §65
IA Code § 501A.816 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.816 - Vote of ownership interests held by cooperative.

501A.816 Vote of ownership interests held by cooperative.   A cooperative that holds ownership interests of another business entity may, by direction of the cooperative’s board, elect or appoint a person to represent the cooperative at a meeting of the business entity. The representative has authority to represent the cooperative and may cast the cooperative’s vote at the business entity’s meeting.  2005 Acts, ch 135, §66
IA Code § 501A.902 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.902 - Assignment of financial rights.

501A.902 Assignment of financial rights.   1. Assignment of financial rights permitted. Except as provided in subsection 3, a member’s financial rights are transferable in whole or in part.   2. Effect of assignment of financial rights. An assignment of a member’s financial rights entitles the assignee to receive, to the extent assigned, only the share of profits and losses and the distributions to which the assignor would otherwise be entitled. An assignment of a member’s financial rights does not dissolve the cooperative and does not entitle or empower the assignee to become a member, to exercise any governance rights, to receive any notices from the cooperative, or to cause dissolution. The assignment shall not allow the assignee to control the member’s exercise of governance or voting rights.   3. Restrictions of assignment of financial rights.   a. A restriction on the assignment of financial rights may be imposed in the articles, in the bylaws, in a member control agreement, by a resolution adopted by the members, by an agreement among or other written action by the members, or by an agreement among or other written action by the members and the cooperative. A restriction is not binding with respect to financial rights reflected in the required records before the adoption of the restriction, unless the owners of those financial rights are parties to the agreement or voted in favor of the restriction.   b. Subject to paragraph “c”, a written restriction on the assignment of financial rights that is not manifestly unreasonable under the circumstances and is noted conspicuously in the required records may be enforced against the owner of the restricted financial rights or a successor or transferee of the owner, including a pledgee or a legal representative. Unless noted conspicuously in the required records, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction.   c. With regard to restrictions on the assignment of financial rights, a would-be assignee of financial rights is entitled to rely on a statement of membership interest issued by the cooperative under section 501A.903. A restriction on the assignment of financial rights, which is otherwise valid and in effect at the time of the issuance of a statement of membership interest but which is not reflected in that statement, is ineffective against an assignee who takes an assignment in reliance on the statement.   d. Notwithstanding any provision of law, articles, bylaws, member control agreement, other agreement, resolution, or action to the contrary, a security interest in a member’s financial rights may be foreclosed and otherwise enforced, and a secured party may assign a member’s financial rights in accordance with the uniform commercial code, chapter 554, without the consent or approval of the member whose financial rights are subject to the security interest.  2005 Acts, ch 135, §68  Referred to in §501A.903
IA Code § 501A.905 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.905 - Lost certificates — replacement.

501A.905 Lost certificates — replacement.   1. Issuance. A new membership interest certificate may be issued under section 554.8405 in place of one that is alleged to have been lost, stolen, or destroyed.   2. Not overissue. The issuance of a new certificate under this section does not constitute an overissue of the membership interests the new certificate represents.  2005 Acts, ch 135, §71
IA Code § 501A.906 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.906 - Restriction on transfer or registration of membership interests.

501A.906 Restriction on transfer or registration of membership interests.   1. How imposed. A restriction on the transfer or registration of transfer of membership interests of a cooperative may be imposed in the articles, in the bylaws, by a resolution adopted by the members, or by an agreement among or other written action by a number of members or holders of other membership interests or among them and the cooperative. A restriction is not binding with respect to membership interests issued prior to the adoption of the restriction, unless the holders of those membership interests are parties to the agreement or voted in favor of the restriction.   2. Restrictions permitted.   a. A written restriction on the transfer or registration of transfer of membership interests of a cooperative that is not manifestly unreasonable under the circumstances may be enforced against the holder of the restricted membership interests or a successor or transferee of the holder, including a pledgee or a legal representative, if the restriction is any of the following:   (1) Noted conspicuously on the face or back of the certificate.   (2) Included in this chapter or the articles or bylaws.   (3) Included in information sent to the holders of uncertificated membership interests.   b. Unless otherwise restricted by this chapter, the articles, bylaws, noted conspicuously on the face or back of the certificate, or included in information sent to the holders of uncertificated membership interests, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction. A restriction under this section is deemed to be noted conspicuously and is effective if the existence of the restriction is stated on the certificate and reference is made to a separate document creating or describing the restriction.  2005 Acts, ch 135, §72; 2012 Acts, ch 1023, §157
IA Code § 501A.1001 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.1001 - Authorization, form, and acceptance of contributions.

501A.1001 Authorization, form, and acceptance of contributions.   1. Board to authorize. Subject to any restrictions in this chapter regarding patron and nonpatron membership interests or in the articles or bylaws, and only when authorized by the board, a cooperative may accept contributions, which may be patron or nonpatron membership contributions as determined by the board under subsections 2 and 3, make contribution agreements under section 501A.1003, and make contribution rights agreements under section 501A.1004.   2. Permissible forms. A person may make a contribution to a cooperative by any of the following:   a. Paying money or transferring the ownership of an interest in property to the cooperative or rendering services to or for the benefit of the cooperative.   b. Executing a written obligation signed by the person to pay money or transfer ownership of an interest in property to the cooperative or to perform services to or for the benefit of the cooperative.   3. Acceptance. A purported contribution shall not be treated or considered as a contribution, unless all of the following apply:   a. The board accepts the contribution on behalf of the cooperative and in that acceptance describes the contribution, including terms of future performance, if any, and states the value being accorded to the contribution.   b. The fact of contribution and the contribution’s accorded value are both reflected in the required records of the cooperative.   4. Valuation by directors. The determinations of the board as to the amount or fair value or the fairness to the cooperative of the contribution accepted or to be accepted by the cooperative or the terms of payment or performance, including under a contribution agreement in section 501A.1003, and a contribution rights agreement in section 501A.1004, are presumed to be proper if they are made in good faith and on the basis of accounting methods, or a fair valuation or other method, reasonable in the circumstances. Directors who are present and entitled to vote, and who, intentionally or without reasonable investigation, fail to vote against approving a consideration that is unfair to the cooperative, or overvalue property or services received or to be received by the cooperative as a contribution, are jointly and severally liable to the cooperative for the benefit of the then members who did not consent to and are damaged by the action to the extent of the damages of those members. A director against whom a claim is asserted under this subsection, except in case of knowing participation in a deliberate fraud, is entitled to contribution on an equitable basis from other directors who are liable under this subsection.  2005 Acts, ch 135, §73; 2005 Acts, ch 179, §134  Referred to in §501A.1002
IA Code § 501A.1004 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.1004 - Contribution rights agreements.

501A.1004 Contribution rights agreements.   1. Agreements permitted. Subject to any restrictions in a cooperative’s articles or bylaws, the cooperative may enter into contribution rights agreements under the terms, provisions, and conditions established by board resolution.   2. Writing required and terms to be stated. Any contribution rights agreement must be in writing and the writing must state in full, summarize, or include by reference all the agreement’s terms, provisions, and conditions of the rights to make contributions.   3. Restrictions on assignment. Unless otherwise provided in a cooperative’s articles or bylaws, a would-be contributor’s rights under a contribution rights agreement shall not be assigned, in whole or in part, to a person who was not a member at the time of the assignment, unless all the members approve the assignment by unanimous written consent.  2005 Acts, ch 135, §76  Referred to in §501A.1001
IA Code § 501A.1005 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.1005 - Allocations and distributions — profits, losses, cash, or other assets.

501A.1005 Allocations and distributions — profits, losses, cash, or other assets.   1. Allocation of profits and losses. If nonpatron membership interests are authorized by the patrons, the bylaws shall prescribe the allocation of profits and losses between patron membership interests collectively and any other membership interests. If the bylaws do not otherwise provide, the profits and losses between patron membership interests collectively and other membership interests shall be allocated on the basis of the value of contributions to capital made by the patron membership interests collectively and other membership interests accepted by the cooperative. The allocation of profits to the patron membership interests collectively shall not be less than fifty percent of the total profits in any fiscal year, except if authorized in the cooperative’s articles or bylaws that are adopted by an affirmative vote of the patron members, or in the articles or bylaws as amended by the affirmative vote of the patron members. However, the allocation of profits to the patron membership interests collectively shall not be less than fifteen percent of the total profits in any fiscal year.   2. Distribution of cash or other assets. A cooperative’s bylaws shall prescribe the distribution of cash or other assets of the cooperative among the membership interests of the cooperative. If nonpatron membership interests are authorized by the patrons and the bylaws do not provide otherwise, distributions shall be made to the patron membership interests collectively and other members on the basis of the value of contributions to capital made and accepted by the cooperative, by the patron membership interests collectively, and other membership interests. The distributions to patron membership interests collectively shall not be less than fifty percent of the total distributions in any fiscal year, except if authorized in the articles or bylaws adopted by the affirmative vote of the patron members, or the articles or bylaws as amended by the affirmative vote of the patron members. However, the distributions to patron membership interests collectively shall not be less than fifteen percent of the total distributions in any fiscal year.  2005 Acts, ch 135, §77; 2006 Acts, ch 1030, §59  Referred to in §501A.903, 501A.1007
IA Code § 501A.1006 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.1006 - Allocations and distributions — net income.

501A.1006 Allocations and distributions — net income.   1. Distribution of net income. A cooperative may set aside a portion of net income allocated to the patron membership interests as the board determines advisable to create or maintain a capital reserve.   2. Reserves. In addition to a capital reserve, the board may, for patron membership interests, do any of the following:   a. Set aside an amount not to exceed five percent of the annual net income of the cooperative for promoting and encouraging cooperative organization.   b. Establish and accumulate reserves for new buildings, machinery and equipment, depreciation, losses, and other proper purposes.   3. Patronage distributions. Net income allocated to patron members in excess of dividends on equity and additions to reserves shall be distributed to patron members on the basis of patronage. A cooperative may establish allocation units, whether the units are functional, divisional, departmental, geographic, or otherwise. The cooperative may provide for pooling arrangements. The cooperative may account for and distribute net income to patrons on the basis of allocation units and pooling arrangements. A cooperative may offset the net loss of an allocation unit or pooling arrangement against the net income of other allocation units or pooling arrangements.   4. Frequency of distribution. A distribution of net income shall be made at least annually. The board shall present to the members at their annual meeting a report covering the operations of the cooperative during the preceding fiscal year.   5. Form of distribution. A cooperative may distribute net income to patron members in cash, capital credits, allocated patronage equities, revolving fund certificates, or its own or other securities.   6. Eligible nonmember patrons. A cooperative may provide in the bylaws that nonmember patrons are allowed to participate in the distribution of net income payable to patron members on equal terms with patron members.   7. Patronage credits for ineligible members. If a nonmember patron with patronage credits is not qualified or eligible for membership, a refund due may be credited to the nonmember patron’s individual account. The board may issue a certificate of interest to reflect the credited amount. After the nonmember patron is issued a certificate of interest, the nonmember patron may participate in the distribution of net income on the same basis as a patron member.  2005 Acts, ch 135, §78; 2006 Acts, ch 1030, §60  Referred to in §501A.903, 501A.1007
IA Code § 501A.1007 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.1007 - Member control agreements.

501A.1007 Member control agreements.   1. Authorization. A written agreement among persons who are then members, including a sole member, or who have signed subscription or contribution agreements, relating to the control of any phase of the business and affairs of the cooperative, its liquidation, dissolution and termination, or the relations among members or persons who have signed subscription or contribution agreements is valid as provided in subsection 2. Other than the authorization of nonpatron membership interests as provided in section 501A.901 and nonpatron voting rights as provided in section 501A.810, whenever this chapter provides that a particular result may or must be obtained through a provision in a cooperative’s articles or bylaws, the same result can be accomplished through a member control agreement valid under this section or through a procedure established by a member control agreement valid under this section. However, the member control agreement must be authorized by the cooperative’s articles or bylaws and cannot conflict with the cooperative’s articles or bylaws. Any result accomplished through a membership control agreement under this section must be properly disclosed as provided in section 501A.901.   2. Valid execution. Other than patron member voting control under section 501A.810 and patron member allocation and distribution provisions under sections 501A.1005 and 501A.1006, a written agreement among persons described in subsection 1 that relates to the control of or the liquidation, dissolution, and termination of the cooperative, the relations among them, or any phase of the business and affairs of the cooperative is valid if it meets the requirements of this subsection. This includes but is not limited to the management of its business, the declaration and payment of distributions, the sharing of profits and losses, the election of directors, the employment of members by the cooperative, or the arbitration of disputes. The written agreement must be signed by all persons who are then the members of the cooperative, whether or not the members all have voting power, and all those who have signed contribution agreements, regardless of whether those signatories will, when members, have voting power.   3. Other agreements not affected. This section does not apply to, limit, or restrict agreements otherwise valid, nor is the procedure set forth in this section the exclusive method of agreement among members or between the members and the cooperative with respect to any of the matters described.  2005 Acts, ch 135, §79
IA Code § 501A.1201 (2021)
2021 Iowa Code|Title XII - BUSINESS ENTITIES|Chapter 501A - COOPERATIVE ASSOCIATIONS ACT|Section 501A.1201 - Methods of dissolution.

501A.1201 Methods of dissolution.   A cooperative may be dissolved by the members or by administrative or court order as provided in this chapter.  2005 Acts, ch 135, §85