reglab/statecodes huggingface dataset:
2023 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
2023 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 §9.11, 499.42, 499.43A, 499.43B
2023 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
2023 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
Referred to in §9.11
2023 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
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.44A - Secretary of state — extra services — surcharge.

499.44A Secretary of state — extra services — surcharge.
Upon the request of a filer of a document under this chapter, the secretary of state shall provide an extra filing service and assess a surcharge as provided in chapter 9, subchapter II.
2021 Acts, ch 165, §259
2023 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
Referred to in §9.11
2023 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
2023 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
Referred to in §9.11
2023 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
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.47C - Sale or other disposition of assets in exchange for common stock.

499.47C Sale or other disposition of assets in exchange for common stock.
1. In addition to the requirements of section 499.47B, in any case where a cooperative association issues its common stock or membership, or subscriptions for common stock or membership, or both, as a part or all of the consideration for the sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of another cooperative association, the issuance of such common stock or membership, or subscriptions for common stock or membership, or both, shall be authorized by the issuing cooperative association in the following manner:
a. The board of directors shall adopt a resolution recommending the issuance of the common stock or membership, or subscriptions for common stock or membership, or both, and directing the submission thereof to a vote at a meeting of the membership, which may be either an annual or special meeting.
b. Written or printed notice shall be given to each member of record entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings to members, and, whether the meeting be an annual or a special meeting, shall state that the purpose, or one of the purposes of the meeting, is to consider the proposed issuance of common stock or membership, or subscriptions for common stock or membership, or both, as consideration for all or a part of the property and assets of the other cooperative association.
c. At the meeting the membership may authorize the issuance and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the property and assets to be received as consideration. Such authorization shall be approved if a majority of the voting members present vote in the affirmative.
d. After such authorization by a vote of members, the board of directors nevertheless, in its discretion, may abandon the issuance, without further action or approval by the members.
2. If a cooperative association, in connection with its acquisition of property or assets of another cooperative association, agrees to solicit common stock or membership, or subscriptions for common stock or membership to the members of the cooperative association selling such property or assets, the agreement shall not itself constitute the issuance of common stock or membership, or subscriptions for common stock or membership as described in this section. This section shall not apply to a merger as defined in section 499.61.
87 Acts, ch 88, §3; 2012 Acts, ch 1023, §157
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.47D - Consideration of acquisition proposals — community interests.

499.47D Consideration of acquisition proposals — community interests.
1. A director, in determining what is in the best interest of the association when considering a tender offer or proposal of acquisition, proposal of merger, proposal of consolidation, or similar proposal, may, in addition to consideration of the effects of any action on the association and its members, consider any or all of the community interest factors described in section 499.36A.
2. If on the basis of the community interest factors described in section 499.36A, the board of directors determines that a tender offer or proposal to acquire, merge, or consolidate the association or any similar proposal is not in the best interest of the association, it may reject the tender offer or proposal. If the board of directors rejects any such tender offer or proposal, the board of directors has no obligation to facilitate, to remove any barriers to, or to refrain from impeding the tender offer or proposal. Consideration of any or all of the community interest factors is not a violation of the business judgment rule or of any duty of the director to the members, or a group of members, even if the director reasonably determines that a community interest factor or factors outweigh the financial or other benefits to the association or a member or group of members.
2008 Acts, ch 1141, §5
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.48 - Distribution in liquidation.

499.48 Distribution in liquidation.
1. On dissolution or liquidation, the assets of the association shall be used to pay liquidation expenses first, next the association’s obligations other than patronage dividends or patronage dividend certificates which it has issued, and the remainder shall be distributed in the following priority:
a. To pay to each person the full amount originally paid by that person in cash for stock or other equity interest in the association.
b. To pay to each person in proportion to the total of each person’s revolving fund, stock, or other equity interest in the association remaining after the payment under paragraph “a”.
2. In applying subsection 1, paragraphs “a” and “b”, all classes of stock, all revolving funds, and all other equity interests in the association shall be treated equally based on their stated values. However, an association may establish its own method of distributing the assets remaining, after paying liquidation expenses and obligations other than patronage dividends or patronage dividend certificates which it has issued, in articles of incorporation adopted, amended, or restated after July 1, 1986.
[C35, §8512-g48; C39, §8512.48; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.48]
86 Acts, ch 1196, §6; 2012 Acts, ch 1023, §92
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.49 - Biennial report.

499.49 Biennial report.
Section 504.1613 applies to a cooperative organized under this chapter in the same manner as that section applies to a corporation organized under chapter 504. In addition to the information required to be set forth in the biennial report under section 504.1613, the cooperative shall also set forth the number of members of the cooperative, the percentage of the cooperative’s business done with or for its own members during each of the fiscal or calendar years of the preceding two-year period, the percentage of the cooperative’s business done with or for each class of nonmembers specified in section 499.3, and any other information deemed necessary by the secretary of state to advise the secretary whether the cooperative is actually functioning as a cooperative.
[C35, §8512-g49; C39, §8512.49; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.49]
93 Acts, ch 126, §17; 97 Acts, ch 171, §31; 2004 Acts, ch 1049, §186, 191, 192
Referred to in §9.11, 499.43A, 499.43B, 499.76
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.53 - Quo warranto.

499.53 Quo warranto.
The right of an association to exist or continue under this chapter may be inquired into by the attorney general, but not otherwise. If from its biennial report or otherwise, the secretary of state is informed that it is not functioning as a cooperative, the secretary shall so notify the attorney general who, if the attorney general finds reasonable cause so to believe, shall bring action to oust it and wind up its affairs.
[C35, §8512-g53; C39, §8512.53; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.53]
2000 Acts, ch 1022, §9
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.54 - Foreign associations.

499.54 Foreign associations.
1. Any foreign corporation organized under generally similar laws of any other state shall be admitted to do business in Iowa upon compliance with the general laws relating to foreign corporations and payment of the same fees as would be required under section 490.122 if the foreign cooperative corporation is a foreign corporation for profit seeking authority to transact business in Iowa under chapter 490. Upon the secretary of state being satisfied that the foreign corporation is so organized and has so complied, the secretary shall issue a certificate authorizing the foreign corporation to do business in Iowa.
2. Such a foreign corporation thus admitted shall be entitled to all remedies provided in this chapter, and to enforce all contracts theretofore or thereafter made by the foreign corporation which any association might make under this chapter.
3. If such a foreign corporation amends its articles it shall forthwith file a copy of the amendment with the secretary of state, certified by the secretary or other proper official of the state under whose laws it is formed, and shall pay the fees prescribed for amendments by section 490.122. Foreign corporations shall also file statements and pay fees otherwise prescribed by section 490.122.
[C35, §8512-g54; C39, §8512.54; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.54]
93 Acts, ch 126, §18; 2018 Acts, ch 1041, §127
Referred to in §9.11, 499.4, 501.104
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.55 - Individual exemptions applicable.

499.55 Individual exemptions applicable.
All exemptions or privileges applying to agricultural products in the possession or control of the individual producer shall apply to such products in the possession or control of any association which have been delivered to it by its members.
[C35, §8512-g55; C39, §8512.55; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.55]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.56 - Conflicting laws.

499.56 Conflicting laws.
Any law conflicting with any part of this chapter shall be construed as not applicable to associations formed hereunder.
[C35, §8512-g56; C39, §8512.56; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.56]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.57 - State powers.

499.57 State powers.
The state reserves the right to modify, amend or repeal this chapter, or any part hereof, and to cancel, modify, repeal or extend any grant, power, permit or franchise obtained or secured under this chapter, at any future time.
[C35, §8512-g57; C39, §8512.57; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.57]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.59 - Personal liability.

499.59 Personal liability.
Except as otherwise provided in this chapter, a director, officer, employee, or member of the association is not liable on the association’s debts or obligations, and a director, officer, member, or other volunteer is not personally liable in that capacity, for a claim based upon any action taken, or any failure to take action in the discharge of the person’s duties, except for the amount of a financial benefit received by the person to which the person is not entitled, an intentional infliction of harm on the association or its members, or an intentional violation of criminal law.
87 Acts, ch 212, §8; 88 Acts, ch 1134, §93; 2003 Acts, ch 66, §14
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.59A - Indemnification.

499.59A Indemnification.
A cooperative association operating under this chapter may indemnify any present or former director, officer, employee, member, or volunteer in the manner and in the instances authorized in sections 490.850 through 490.859, provided that where sections 490.850 through 490.859 provide for action by shareholders the sections are applicable to action by voting members of the cooperative association, and where sections 490.850 through 490.859 refer to the corporation organized under chapter 490 the sections are applicable to the cooperative association organized under this chapter, and where sections 490.850 through 490.859 refer to the director the sections are applicable to a director, officer, employee, member, or volunteer of the cooperative association organized under this chapter.
88 Acts, ch 1170, §8; 94 Acts, ch 1023, §65; 2002 Acts, ch 1154, §106, 125
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.60 - Chapters inapplicable.

499.60 Chapters inapplicable.
The provisions of chapters 497 and 498 are hereby declared inoperative as to corporations chartered from and after July 4, 1935, but said chapters shall continue in force and effect as to corporations organized or operating thereunder prior to July 4, 1935, so long as any such corporations elect to operate under or renew their charters under said chapters.
[C35, §8512-g61; C39, §8512.60; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.60]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.61 - Definitions.

499.61 Definitions.
When used in this subchapter, unless the context otherwise requires:
1. “Consolidation” means the uniting of two or more cooperative associations into one cooperative association, in such manner that a new cooperative association is formed, and the new cooperative association absorbs the others, which cease to exist as separate entities.
2. “Merger” means the uniting of two or more cooperative associations into one cooperative association, in such manner that one of the merging associations retains its corporate existence and absorbs the others, which cease to exist as corporate entities. “Merger” does not include the acquisition, by purchase or otherwise, of the assets of one cooperative association by another, unless the acquisition only becomes effective by the filing of articles of merger by the associations and the issuance of a certificate of merger pursuant to sections 499.67 and 499.68.
3. “New association” is the cooperative association resulting from the consolidation of two or more cooperative associations.
4. “Qualified corporation” means a corporation organized and existing under chapter 490, which is structured and operated on a cooperative basis pursuant to 26 U.S.C. §1381(a)(2) and which meets the definitional requirements of an association as provided in 12 U.S.C. §1141j(a) or 7 U.S.C. §291.
5. “Qualified merger” means the uniting of one or more cooperative associations with one or more qualified corporations to form one cooperative association or qualified corporation, in such a manner that one entity participating in the merger continues to exist and absorbs the others, with the others ceasing to exist as cooperative or corporate entities.
6. “Qualified survivor” means the cooperative association or qualified corporation which continues to exist after a qualified merger.
7. “Surviving association” is the cooperative association resulting from the merger of two or more cooperative associations.
[C71, 73, 75, 77, 79, 81, §499.61]
87 Acts, ch 88, §4; 97 Acts, ch 17, §7; 2014 Acts, ch 1026, §143
Referred to in §499.47C
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.62 - Merger.

499.62 Merger.
1. Any two or more cooperative associations may merge into one cooperative association in the manner provided in this section.
2. The board of directors of each cooperative association shall, by resolution adopted by a majority vote of all members of each board, approve a plan of merger which shall set forth:
a. The names of the cooperative associations proposing to merge and the name of the surviving association.
b. The terms and conditions of the proposed merger.
c. A statement of any changes in the articles of incorporation of the surviving association.
d. Other provisions deemed necessary or desirable.
[C71, 73, 75, 77, 79, 81, §499.62]
2012 Acts, ch 1023, §93
Merger with other business entities; §501A.1101 – 501A.1103
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.63 - Consolidation.

499.63 Consolidation.
1. Any two or more cooperative associations may be consolidated into a new cooperative association in the manner provided in this section.
2. The board of directors of each cooperative association shall, by resolution adopted by a majority vote of all members of each board, approve a plan of consolidation setting forth:
a. The names of the cooperative associations proposing to consolidate and the name of the new association.
b. The terms and conditions of the proposed consolidation.
c. With respect to the new association, all of the statements required to be set forth in articles of incorporation for cooperative associations.
d. Other provisions deemed necessary or desirable.
[C71, 73, 75, 77, 79, 81, §499.63]
2012 Acts, ch 1023, §94
Consolidation with other business entities; §501A.1101
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.64 - Vote of members.

499.64 Vote of members.
1. The board of directors of a cooperative association, upon recommending a plan of merger or consolidation be approved by the members, shall, by motion or resolution, direct that the plan be submitted to a vote at a meeting of members, which may be either an annual or special meeting. The board of directors may condition its recommendation and submission of a plan of merger or consolidation to the members for approval under this section on any basis. Written notice shall be given not less than twenty days prior to the meeting, either personally or by mail to each voting member and shareholder of record. The notice shall state the time, place, and purpose of the meeting, and a summary of the plan of merger or consolidation shall be included in or enclosed with the notice.
2. The board of directors may hold the meeting solely by means of remote communication in accordance with section 499.27A and in that case the notice shall describe how members may participate in the meeting.
3. At the meeting, a vote of the members who are entitled to vote in the affairs of the association shall be taken on the proposed plan of merger or consolidation. The plan of merger or consolidation shall be approved as follows:
a. Except as provided in paragraph “b”, the proposed plan of merger or consolidation must be approved by a two-thirds vote of the members in which vote a majority of all voting members participate.
b. (1) If the cooperative association’s articles of incorporation require approval by more than two-thirds of its members in which vote a majority of all voting members participate, the proposed plan of merger or consolidation must be approved by the greater number as provided in the articles of incorporation.
(2) If the board of directors adopts additional conditions for the approval of the plan of merger or consolidation as provided in subsection 1, the additional conditions must be satisfied in order for the plan of merger or consolidation to be approved.
[C71, 73, 75, 77, 79, 81, §499.64]
97 Acts, ch 17, §8; 2008 Acts, ch 1141, §6; 2011 Acts, ch 23, §6; 2012 Acts, ch 1023, §71, 72; 2021 Acts, ch 165, §238, 248
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.65 - Objection of members — purchase of shares upon demand.

499.65 Objection of members — purchase of shares upon demand.
1. If a voting member or voting shareholder of a cooperative association which is a party to a merger or consolidation files with the cooperative association, prior to or at the meeting of members at which the plan is submitted to a vote, a written objection to the plan of merger or consolidation, and votes in opposition to the plan, and the member or shareholder, within twenty days after the merger or consolidation is approved by the other members, makes written demand on the surviving or new association for payment of the fair value of that member’s or shareholder’s interest as of the day prior to the date on which the vote was taken approving the merger or consolidation, the surviving or new association shall pay to the member or shareholder, upon surrender of that person’s certificate of membership or shares of stock, the fair value of that person’s interest as provided in section 499.66. A member or shareholder who fails to make demand within the twenty-day period is conclusively presumed to have consented to the merger or consolidation and is bound by its terms.
2. In the event that a dissenting member or shareholder does business with the surviving or new association before payment has been made for that person’s membership or stock, the dissenting member or shareholder is deemed to have consented to the merger or consolidation and to have waived all further rights as a dissenting member or shareholder.
[C71, 73, 75, 77, 79, 81, §499.65]
86 Acts, ch 1196, §7; 92 Acts, ch 1147, §2; 2018 Acts, ch 1041, §127
Referred to in §499.66
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.67 - Articles of merger or consolidation.

499.67 Articles of merger or consolidation.
1. Upon approval, articles of merger or articles of consolidation shall be executed by each cooperative association as provided in section 499.44. The articles must include the following:
a. The plan of merger or the plan of consolidation.
b. As to each cooperative association, the number of individuals or cooperative associations entitled to vote.
c. As to each cooperative association, the number of individuals or cooperative associations who voted for and against the plan at the meeting called for that purpose.
2. The articles of merger or articles of consolidation shall be delivered to the secretary of state for filing.
3. The secretary of state, upon the filing of articles of merger or articles of consolidation, shall issue a certificate of merger or a certificate of consolidation, and send the certificate to the surviving or new association, or to its representative.
[C71, 73, 75, 77, 79, 81, §499.67]
90 Acts, ch 1164, §8, 9; 94 Acts, ch 1055, §14; 2012 Acts, ch 1023, §157
Referred to in §9.11, 499.61
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.69 - Foreign and domestic mergers or consolidations.

499.69 Foreign and domestic mergers or consolidations.
1. One or more foreign cooperative associations and one or more domestic cooperative associations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each foreign cooperative association is organized:
a. Each domestic cooperative association shall comply with the provisions of this subchapter with respect to the merger or consolidation of domestic cooperative associations, and each foreign cooperative association shall comply with the applicable provisions of the laws of the state under which it is organized.
b. If the surviving or new association is to be governed by the laws of any state other than this state, it shall comply with the provisions of the laws of this state with respect to the qualifications of foreign cooperative associations if it is to transact business in this state, and in every case it shall file with the secretary of state of this state:
(1) An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic cooperative association which is a party to the merger or consolidation, and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such domestic cooperative association, against the surviving or new association.
(2) An irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any proceeding.
(3) An agreement that it will promptly pay to the dissenting shareholders of any domestic cooperative association the amount to which they are entitled under the provisions of this subchapter with respect to the rights of dissenters.
2. The effect of such merger or consolidation shall be the same as the effect of the merger or consolidation of domestic cooperative associations, if the surviving or new association is to be governed by the laws of this state. If the surviving or new association is to be governed by the laws of any other state, the effect of merger or consolidation shall be the same as in the case of the merger or consolidation of domestic cooperative associations, except as the laws of the other state otherwise provide.
[C71, 73, 75, 77, 79, 81, §499.69]
2012 Acts, ch 1023, §96; 2014 Acts, ch 1026, §143
Referred to in §9.11, 499.69A
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.70 - Abandonment before filing.

499.70 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.
[C71, 73, 75, 77, 79, 81, §499.70]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.71 - Other laws applicable.

499.71 Other laws applicable.
The provisions of this subchapter shall also apply to cooperative associations organized under chapters 497 and 498.
[C71, 73, 75, 77, 79, 81, §499.71]
2014 Acts, ch 1026, §143
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.72 - Registered office and registered agent.

499.72 Registered office and registered agent.
Each association must continuously maintain in this state both of the following:
1. A registered office that may be the same as any of its places of business.
2. A registered agent, who may be any of the following:
a. An individual who resides in this state and whose business office is identical with the registered office.
b. A domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office.
c. A foreign corporation or not-for-profit foreign corporation authorized to transact business in this state whose business office is identical with the registered office.
93 Acts, ch 126, §19
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.73 - Change of registered office or registered agent.

499.73 Change of registered office or registered agent.
1. An association may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth all of the following:
a. The name of the association.
b. The street address of its current registered office.
c. If the current registered office is to be changed, the street address of the new registered office.
d. The name of its current registered agent.
e. If the current registered agent is to be changed, the name of the new registered agent and the new agent’s written consent, either on the statement or attached to it, to the appointment.
f. That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
2. If a registered agent changes the street address of the registered agent’s business office, the registered agent may change the street address of the registered office of any association for which the person is the registered agent by notifying the association in writing of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement that complies with the requirements of subsection 1 and recites that the association has been notified of the change.
3. If a registered agent changes the registered agent’s business address to another place, the registered agent may change the business address and the address of the registered agent by filing a statement as required in subsection 2 for each association, or a single statement for all associations named in the notice, except that it need be signed only by the registered agent or agents and need not be responsive to subsection 1, paragraph “e”, and must recite that a copy of the statement has been mailed to each association named in the notice.
4. An association may also appoint or change its registered office or registered agent in its biennial report.
93 Acts, ch 126, §20; 2000 Acts, ch 1022, §10
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.73A - Change of principal office.

499.73A Change of principal office.
An association may change its principal office by delivering to the secretary of state for filing a statement of change that sets forth all of the following:
1. The name of the association.
2. The street address of its current principal office.
3. The street address of its new principal office.
2007 Acts, ch 23, §6
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.74 - Resignation of registered agent.

499.74 Resignation of registered agent.
1. A registered agent may resign the agent’s agency appointment by signing and delivering to the secretary of state for filing the signed original and two exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is also discontinued.
2. After filing the statement the secretary of state shall mail one copy to the registered office, if not discontinued, and the other copy to the association at its principal office.
3. A statement of resignation takes effect on the earlier of the following:
a. 12:01 a.m. on the thirty-first day after the date on which it is filed with the secretary of state.
b. The designation of a new registered agent for the association.
93 Acts, ch 126, §21; 2020 Acts, ch 1058, §6
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.75 - Service on association.

499.75 Service on association.
1. An association’s registered agent is the association’s agent for service of process, notice, or demand required or permitted by law to be served on the association.
2. If an association has no registered agent, or the agent cannot with reasonable diligence be served, the association may be served by registered or certified mail, return receipt requested, addressed to the secretary of the association at its principal office. Service is perfected under this subsection at the earliest of any of the following:
a. The date the association receives the mail.
b. The date shown on the return receipt, if signed on behalf of the association.
c. Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
3. This section does not prescribe the only means, or necessarily the required means, of serving an association.
93 Acts, ch 126, §22
Referred to in §499.77, 499.78, 499.78A
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.76 - Grounds for administrative dissolution.

499.76 Grounds for administrative dissolution.
The secretary of state may commence a proceeding under section 499.77 to administratively dissolve an association if any of the following apply:
1. The association has not delivered a biennial report to the secretary of state in a form that meets the requirements of section 499.49, within sixty days after it is due.
2. The association is without a registered agent or registered office in this state for sixty days or more.
3. The association 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 association’s period of duration stated in its articles of incorporation expires.
93 Acts, ch 126, §23; 97 Acts, ch 171, §32; 2000 Acts, ch 1022, §11
Referred to in §499.77
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.77 - Procedure for and effect of administrative dissolution.

499.77 Procedure for and effect of administrative dissolution.
1. If the secretary of state determines that one or more grounds exist under section 499.76 for dissolving an association, the secretary of state shall serve the association by ordinary mail with written notice of the secretary of state’s determination pursuant to section 499.75.
2. If the association 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 pursuant to section 499.75, the secretary of state shall administratively dissolve the association 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 association pursuant to section 499.75.
3. An association administratively dissolved continues its existence but shall not carry on any business except that necessary to wind up and liquidate its business and affairs and notify claimants.
4. The administrative dissolution of an association does not terminate the authority of its registered agent.
93 Acts, ch 126, §24
Referred to in §499.76, 499.78
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.78 - Reinstatement following administrative dissolution.

499.78 Reinstatement following administrative dissolution.
1. An association administratively dissolved under section 499.77 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 association 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.
2. If the secretary of state determines that the application contains the information required by subsection 1 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 original of the certificate, and serve a copy on the association pursuant to section 499.75.
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.
93 Acts, ch 126, §25; 97 Acts, ch 171, §33; 2006 Acts, ch 1089, §41